Attached files
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EXCEL - IDEA: XBRL DOCUMENT - FLURIDA GROUP INC | Financial_Report.xls |
EX-31.1 - CERTIFICATION - FLURIDA GROUP INC | flug_ex311.htm |
EX-32.2 - CERTIFICATION - FLURIDA GROUP INC | flug_ex322.htm |
EX-32.1 - CERTIFICATION - FLURIDA GROUP INC | flug_ex321.htm |
EX-31.2 - CERTIFICATION - FLURIDA GROUP INC | flug_ex312.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2015
¨ |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from _______ to _______
Commission file number 333-151200
FLURIDA GROUP, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
3469 |
26-0688130 |
||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
IRS I.D. |
22 West Washington St, Suite 1500 Chicago, IL |
60602 |
|
(Address of principal executive offices) |
(Zip Code) |
Issuer’s telephone number: (310) 513-0888
N/A
(Former name, former address and former three months, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 |
¨ |
Smaller Reporting Company |
x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of May 11, 2015 there were 39,290,827 shares issued and outstanding of the registrant’s common stock.
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION |
|||||
Item 1. |
Financial Statements |
3 | |||
Item 2. |
Management’s Discussion and Analysis or Plan of Operation. |
4 | |||
Item 3. |
Quantitative and Qualitative Disclosure about Market Risk |
13 | |||
Item 4. |
Controls and Procedures. |
13 | |||
PART II — OTHER INFORMATION |
|||||
Item 1. |
Legal Proceedings. |
14 | |||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
14 | |||
Item 3. |
Defaults Upon Senior Securities |
14 | |||
Item 4. |
Mine Safety Disclosures. |
14 | |||
Item 5. |
Other Information. |
14 | |||
Item 6. |
Exhibits. |
15 |
2
|
PART I — FINANCIAL INFORMATION
Item 1. |
Financial Statements |
FLURIDA GROUP, INC.
Financial Statements
(Unaudited)
As of March 31, 2015 and 2014
Table of Contents
Balance Sheets |
F-1 | |||
Statement of Operation |
F-2 |
|||
Shareholders’ Equity |
F-3 |
|||
Cash Flow Statement |
F-4 |
|||
Notes to Financial Statements |
F-5 |
3
|
FLURIDA GROUP, INC. |
||||||
CONSOLIDATED BALANCE SHEETS |
March 31 | December 31 | |||||||||||||||
2015 |
2014 |
|||||||||||||||
ASSETS |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ |
1,166,672 |
$ |
1,825,148 |
||||||||||||
Accounts receivable, net |
7,870,828 |
3,055,270 |
||||||||||||||
Inventory |
4,389,089 |
8,167,484 |
||||||||||||||
Short term Investment |
- |
2,618,000 |
||||||||||||||
Total Current Assets |
$ |
13,426,589 |
$ |
15,665,902 |
||||||||||||
Property, plant and equipment, net |
$ |
71,182 |
$ |
78,319 |
||||||||||||
Other assets: |
||||||||||||||||
Security deposit |
6,264 |
6,264 |
||||||||||||||
Total Other Assets |
$ |
6,264 |
$ |
6,264 |
||||||||||||
TOTAL ASSETS |
$ |
13,504,035 |
$ |
15,750,485 |
||||||||||||
|
||||||||||||||||
LIABILITIES & EQUITY |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Account payable |
$ |
9,124,122 |
$ |
11,256,059 |
||||||||||||
Income taxes payable |
249,463 |
177,998 |
||||||||||||||
Unearned revenue |
243,242 |
303,071 |
||||||||||||||
Total current liabilities |
$ |
9,616,827 |
$ |
11,737,128 |
||||||||||||
Other Current Liabilities: |
||||||||||||||||
Loan from the Bank |
$ |
300,000 |
$ |
800,000 |
||||||||||||
Other payable |
300,000 |
300,000 |
||||||||||||||
Total Other Current Liabilities |
$ |
600,000 |
$ |
1,100,000 |
||||||||||||
Total Liabilities |
$ |
10,216,827 |
$ |
12,837,128 |
||||||||||||
Stockholders' Equity: |
||||||||||||||||
Common stock, $0.001 par value; 200,000,000 shares authorized; 39,290,827 shares issued and outstanding. |
$ |
39,291 |
$ |
39,291 |
||||||||||||
Paid-in capital |
1,251,313 |
1,251,313 |
||||||||||||||
Retained earnings |
2,232,719 |
1,482,938 |
||||||||||||||
Accumulated other comprehensive Income (loss) |
(236,115 |
) |
139,815 |
|||||||||||||
Total stockholders' equity |
$ |
3,287,208 |
$ |
2,913,357 |
||||||||||||
TOTAL LIABILITIES & EQUITY |
$ |
13,504,035 |
$ |
15,750,485 |
F-1
|
FLURIDA GROUP, INC. |
|||||||
CONSOLIDATED STATEMENT OF OPERATION |
Three Months Ended | |||||||||||||
March 31, 2015 |
March 31, 2014 |
||||||||||||
Unaudited | Unaudited | ||||||||||||
|
|
|
|
|
|||||||||
Revenues: |
$ |
17,401,304 |
$ |
7,755,453 |
|||||||||
Cost of Goods Sold |
$ |
15,928,550 |
$ |
7,088,417 |
|||||||||
Gross Profit |
$ |
1,472,754 |
$ |
667,036 |
|||||||||
Operating expenses: |
|||||||||||||
Research and development |
44,227 |
11,597 |
|||||||||||
Selling, general and administrative expenses |
442,560 |
305,998 |
|||||||||||
Depreciation and amortization expenses |
|
8,237 |
7,705 |
||||||||||
Total Operating Expenses |
$ |
495,024 |
$ |
325,300 |
|||||||||
Operating Income |
$ |
977,730 |
$ |
341,736 |
|||||||||
Investment income, net |
$ |
5 |
$ |
26 |
|||||||||
Interest expense, net |
6,489 |
21,111 |
|||||||||||
Income before taxes |
$ |
971,246 |
$ |
320,651 |
|||||||||
Income tax expense |
221,465 |
129,830 |
|||||||||||
Net income |
$ |
749,781 |
$ |
190,821 |
|||||||||
Net Income per common share-Basics |
$ |
0.02 |
$ |
0.00 |
|||||||||
Net Income per common share-Diluted |
$ |
0.02 |
$ |
0.00 |
|||||||||
Other comprehensive Income(Loss), net of tax: |
|||||||||||||
Foreign currency translation adjustments |
(375,930 |
) |
5,455 |
||||||||||
Total other comprehensive Income(Loss) |
$ |
(375,930 |
) |
$ |
5,455 |
||||||||
Comprehensive Income (Loss) |
$ |
373,851 |
$ |
196,276 |
F-2
|
FLURIDA GROUP, INC. |
||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY |
||||
FOR THE PERIOD ENDED March 31, 2015 |
Additional | Accumulated Other | Total | ||||||||||||||||||||||
Common Stock | Paid-in | Retained | Comprehensive | Stockholders' | ||||||||||||||||||||
Shares | Amount | Capital | Earnings | Income (Loss) | Equity | |||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2006 |
$ |
(1,500 |
) |
$ |
(1,500 |
) |
||||||||||||||||||
Balance, December 31, 2007 |
27,291,760 |
$ |
27,292 |
$ |
63,406 |
$ |
(20,619 |
) |
$ |
(126 |
) |
$ |
69,953 |
|||||||||||
Balance, December 31, 2008 |
38,990,827 |
$ |
38,991 |
$ |
1,221,613 |
$ |
(214,698 |
) |
$ |
29,471 |
$ |
1,075,377 |
||||||||||||
Balance, December 31, 2009 |
38,990,827 |
$ |
38,991 |
$ |
1,221,613 |
$ |
(23,633 |
) |
$ |
48,979 |
$ |
1,285,950 |
||||||||||||
Balance, December 31, 2010 |
38,990,827 |
$ |
38,991 |
$ |
1,221,613 |
$ |
187,572 |
$ |
5,523 |
$ |
1,453,699 |
|||||||||||||
Balance, December 31, 2011 |
38,990,827 |
$ |
38,991 |
$ |
1,221,613 |
$ |
388,073 |
$ |
11,065 |
$ |
1,659,742 |
|||||||||||||
Balance, December 31, 2012 |
39,290,827 |
$ |
39,291 |
$ |
1,251,313 |
$ |
543,164 |
$ |
(177 |
) |
$ |
1,833,591 |
||||||||||||
Adjustment for Exchange rate changes |
$ |
50,425 |
$ |
50,425 |
||||||||||||||||||||
Net Income for the year ended December 31, 2013 |
$ |
328,177 |
$ |
328,177 |
||||||||||||||||||||
Balance, December 31, 2013 |
39,290,827 |
$ |
39,291 |
$ |
1,251,313 |
$ |
871,341 |
$ |
50,248 |
$ |
2,212,193 |
|||||||||||||
Adjustment for Exchange rate changes |
$ |
89,567 |
$ |
89,567 |
||||||||||||||||||||
Net Income for the year ended December 31, 2014 |
$ |
611,597 |
$ |
611,597 |
||||||||||||||||||||
Balance, December 31, 2014 |
39,290,827 |
$ |
39,291 |
$ |
1,251,313 |
$ |
1,482,938 |
$ |
139,815 |
$ |
2,913,357 |
|||||||||||||
Adjustment for Exchange rate changes |
$ |
(375,930 |
) |
$ |
(375,930 |
) |
||||||||||||||||||
Net Income for the period ended March 31, 2015 |
$ |
749,781 |
$ |
749,781 |
||||||||||||||||||||
Balance, March 31, 2015 |
39,290,827 |
$ |
39,291 |
$ |
1,251,313 |
$ |
2,232,719 |
$ |
(236,115 |
) |
$ |
3,287,208 |
F-3
|
FLURIDA GROUP, INC. |
CONSOLIDATED STATEMENT OF CASH FLOWS |
Three Months Ended | |||||||||
March 31, 2015 |
March 31, 2014 |
||||||||
Unaudited | Unaudited | ||||||||
Operating Activities: |
|
|
|
|
|||||
Net Income |
$ |
749,781 |
$ |
190,821 |
|||||
Adjustments to reconcile net income to net cash |
|||||||||
provided by operating activities: |
|||||||||
Depreciation expense |
8,237 |
7,705 |
|||||||
Inventory |
3,778,395 |
119,196 |
|||||||
Account receivable |
(4,815,557 |
) |
(575,316 |
) |
|||||
Unearned revenue |
(59,830 |
) |
64,798 |
||||||
Increase in other Payable |
- |
(75,000 |
) |
||||||
Decrease in income tax payable |
71,465 |
(5,970 |
) |
||||||
Decrease in account payable |
(2,131,937 |
) |
(297,129 |
) |
|||||
Net cash provided by operating activities |
$ |
(2,399,446 |
) |
$ |
(570,895 |
) |
|||
|
|||||||||
Investing Activities: |
|||||||||
Purchase Property |
(1,100 |
) |
(15,241 |
) |
|||||
Net cash provided by investing activities |
$ |
(1,100 |
) |
$ |
(15,241 |
) |
|||
|
|||||||||
Financing Activities: |
|||||||||
Proceeds from issuance of common stock |
- |
- |
|||||||
Loan from the Bank |
(500,000 |
) |
400,000 |
||||||
Loan return from supplier |
- |
- |
|||||||
Net cash provided by financing activities |
$ |
(500,000 |
) |
$ |
400,000 |
||||
Effect of Exchange Rate on Cash |
$ |
(375,930 |
) |
$ |
5,455 |
||||
Net increase (decrease) in cash and cash equivalents |
$ |
(3,276,476 |
) |
$ |
(180,681 |
) |
|||
Cash and cash equivalents at beginning of the period |
$ |
4,443,148 |
$ |
1,116,298 |
|||||
Cash and cash equivalents at end of the period |
$ |
1,166,672 |
$ |
935,617 |
F-4
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A – BUSINESS DESCRIPTION
Flurida Group, Inc. (the “Company”), incorporated under the laws of Nevada on December 19, 2006, with registered address at 502 East John Street, Carson City, NV 89706. Flurida Group, Inc. operates its business in USA as Flurida Group USA, Inc., the Company’s wholly owned branch located in the State of Illinois and has principle office at 22 West Washington ST, Suite 1500, Chicago, IL 60602.
Flurida Group leased a center at 24412 S Main Street, Carson, CA 90745.
Flurida Group Inc transacted its business into the state of Texas on December 11, 2014, and has its operating office located at 45-D Butterfield Circle, El Paso, TX 79906.
The Company’s main business includes sourcing, distribution and marketing of appliance components and assemblies in Asia, Europe, North and South America. In additionally, the Company also sells finished products, stoves, LED display and other electronic components.
These parts are manufactured in China most by Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhou Fuda”). ChuZhou Fuda was an appliance components and sub-assemblies manufacturer established on March 18, 2008 and located in Chuzhou City, Anhui Province, China.
NOTE B – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.
Basis of accounting
The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting.
F-5
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Foreign Currency Translation
The Company has determined the United States dollars to be its functional currency for Flurida Group USA and European Euro to be its functional currency in European business. Assets and liabilities were translated to U.S. dollars at monthly average exchange rate. Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.
Property, Plant, and Equipment Depreciation
Property, plant, and equipment are stated at cost. Depreciation is being provided principally by straight line methods over the estimated useful lives of the assets. Expenditures for maintenance and repairs, which do not improve or extend the expected useful lives of the assets, are expensed to operations while major repairs are capitalized.
The equipment were recorded as fixed asset to depreciate over 7 years and the electronic data processing equipment and furniture were recorded as fixed asset to depreciate over 5 years with straight line method.
For the fiscal quarter January 1 to March 31, 2015, the Company purchased $ 1,100 Computer and data process equipment.
As of March 31, 2015, the company has furniture, Computer and data processing equipment, and equipment at a purchase cost of $ 174,874, and $ 103,692 of accumulated depreciation expense was recorded.
F-6
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of credit risk
The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.
Account Receivable
As of March 31, 2015, the company had a total of $ 7,870,828 account receivable from it major customers, which included $ 1,749,116 of ChuZhou Fuda, $ 5,321,165 of Electrolux North America, $ 585,416 Electrolux Europe and its subsidiaries, $ 65,548 of Haier America Research & Develpment Co., and $ 149,583 other America corporations.
Security Deposit
The Company started having an office in California State from September 2010, which is located at 24412 S Main ST, STE 105, Carson CA 90745. Flurida Group USA Inc made $ 6,264 security deposit for leasing the property.
Account Payable
The Company incurred accounts payable including professional fees, purchases, payroll and payroll tax liability, and other service fee payables.
As of March 31, 2015, the company had a total of $ 9,124,122 account payable, which was included $ 7,142,790 for Chu Zhou Fu Da, $ 1,020 for Qingdao FuDa, $ 1,445,316 for Fulu Industries(HK),Ltd, $ 428,895 for US suppliers, $ 57,123 for salary and payroll tax payable, and $ 48,978 for all other account payable.
Income Tax Payable
For the period of January 1 to March 31, 2015 and 2014, the Company incurred income tax expense of $ 221,465 and $ 129,830 respectively. As of March 31, 2015, the income taxes payable of the Company was $ 249,463.
F-7
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loans from Bank
The Company entered into a promissory note secured renewal business loan agreement in the principal amount of $ 4,000,000 with East West Bank located in El Monte, CA. And the maturity date of the Note is from July 10, 2012 to July 10, 2014 with 4% annual interest rate. On July 16, 2014, the loan was extended from July 10, 2014 to July 31, 2015. The principal amount of the Note is increased to $ 6,000,000. The maximum aggregate amount that may be outstanding under all sub-limits (items 1 through 4) shall be the lesser of $ 6,000,000 or 80% of eligible accounts receivable and 50% of book inventory. The loan is secured by all company inventories, account receivable, and other assets of the Company.
The Company may only draw up to:
· |
$ 3,000,000 for issuance of Sight Letters of Credit (LC) |
|
· |
$ 3,000,000 for issuance of Standby Letters of Credit (SBLC) |
|
· |
$ 6,000,000 for Clean Advance of up to maturity of the line |
|
· |
$ 2,000,000 for FX Pre-Settlement Risk allowing customer to purchase forward contracts to hedge against FX current risk. |
The note is allowed to issue letter of credit up to 120 days past loan maturity.
Interest accrued on amounts advanced shall be due and payable on the 25th day of each month commending with the first month after the date of advance. The outstanding principal balance of this note together with all accrued and unpaid interest and all other amount due hereunder, shall be due and payable on July 10, 2015.
As of March 31, 2015, the Company has outstanding loan balance of $ 300,000 from East West Bank.
F-8
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basics and Diluted Net Loss Per Common Share
Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share assume that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.
The Company only issued one type of shares, i.e., common shares only. There are no other types securities were issued. Accordingly, the diluted and basics net loss per common share are the same.
Inventory
The inventory was valued at cost of purchase from suppliers.
On June, 2008, Flurida Group, Inc signed consigned inventory agreements with Electrolux Home Products De Mexico, S.A. DEC.V., and Electrolux Home Products at Anderson, South Carolina (Electrolux), under the term of the agreements, the supplier, Flurida Group, Inc, agreed to produce, to maintain the transit the customized products per Electrolux’s specification. Electrolux maintain a storage location within Electrolux’s Juarez site for consigned inventory. And Flurida Group, Inc is facilitated to use of Electrolux’s storage location at such site to the sale of products to Electrolux; Electrolux will provide labor resources for receipt, stock up, and pulls of consigned products. Flurida Group, Inc., retains title and ownership of products while in transit to Electrolux’s site and while stored in the consigned inventory location. Title and ownership will pass to Electrolux when they withdraw products from the consigned inventory location.
Upon withdrawal, Electrolux will pay for it under the payment term stated in the purchasing order correspond with the withdraw products. Products residing in the consigned inventory for 90 days with no activity due to non communicated demand change will no longer qualify for consignment, and will be considered as withdrawn product after 90 days. Accordingly, title passage and invoicing shall occur on such product per the term.
F-9
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Inventory (Continued)
On July, 2012, Flurida Group, Inc signed deposit inventory agreements with Electrolux Italia S.p.A., which was effective in January 2013. under the term of the agreements, the supplier, Flurida Group, Inc, agreed to produce, to maintain the transit the customized products per Electrolux’s specification. Electrolux maintain a storage location within Electrolux’s Italia site for consigned inventory. And Flurida Group, Inc is facilitated to use of Electrolux’s storage site located at Treviso, Italy to deposit the products to selling Electrolux; Electrolux will provide labor resources for receipt, stock up, and pulls of consigned products. Flurida Group, Inc., retains title and ownership of products while in transit to Electrolux’s site and while stored in the consigned inventory location. Title and ownership will pass to Electrolux when they withdraw products from the consigned inventory location. Upon withdrawal, Electrolux will pay for it under the 60 days payment term stated in the Frame Agreement. Products residing in the consigned inventory for 30 days with no activity due to non communicated demand change will no longer qualify for consignment, and will be considered as withdrawn product after 30 days. Accordingly, title passage and invoicing shall occur on such product per the term.
On June 25, 2013, Flurida Group, Inc signed consignment inventory agreements with Electrolux Hungary S.p.A., which was effective in September 2013. under the term of the agreements, the supplier, Flurida Group, Inc, agreed to produce, to maintain the transit the customized products per Electrolux’s specification. Electrolux maintain a storage location within Electrolux’s Hungary site for consigned inventory. Electrolux is responsible, at its own cost, for the suitable storage and administration of the consignment stock. Flurida Group, Inc., retains title and ownership of products while in transit to Electrolux’s site and while stored in the consigned inventory location. Title and ownership will pass to Electrolux when they withdraw products from the consigned inventory location.
Products not drawn from the consignment stock within 30 days of delivery shall be deemed to be withdrawn on the 31st day after delivery to the warehouse. Accordingly, title passage and invoicing shall occur on such product per the term.
On July, 2013, Flurida Group, Inc. entered into a managed inventory program agreement with Electrolux Australia, which was effective in September 2013.
Under the term of the agreements, the supplier, Flurida Group, Inc, agreed to produce, to maintain and transit the customized products per Electrolux’s specification. Electrolux has appointed a third party to manage its warehousing (“Distribution Centre”) who will maintain and operate the inventories. Flurida Group, Inc., retains title and ownership of products while in transit and while stored in Distribution Centre. Title and ownership will pass to Electrolux when they withdraw products from the Distribution Centre. Upon withdrawal, Electrolux will pay for it under the 90 days payment term stated in the Purchase Agreement.
F-10
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Inventory (Continued)
As of March 31, 2015, there were 21,716 icemakers, 29,536 pieces module assembly, 49,464 pieces wire harness, and 16,632 pieces motor in Electrolux Juarez warehouse as of consignment inventory. Also, there were 152,942 pieces motors, and 13,272 icemakers in Electrolux Anderson warehouse as of consignment inventory. There were 36,864 pieces Dac boxes and 6,064 pieces deflector in Electrolux Italy warehouse as of consignment inventory. There were 15,984 pieces Dac boxes, 8,960 pieces motors, and 7,632 pieces deflector in Electrolux Hungary warehouse as of consignment inventory. And, there were 2,268 pieces dispenser assembly, 1,395 pieces crusher motors, 320 pieces frame assembly, and 900 pieces ice bins in Electrolux Austria warehouse as of consignment inventory.
The company have 13,152 pieces Icemakers, 17,664 pieces module assembly, and 12,960 pieces motors been shipped out at FOB shipping point Nanjing, China to Electrolux Juarez warehouse. The company also have 143,748 pieces Motor and 13,440 pieces icemakers been shipped out at FOB shipping point Nanjing, China to Electrolux Anderson warehouse. The company also have 19,296 pieces Dac boxes, and 19,728 pieces deflectors been shipped out at FOB shipping point Nanjing, China to Electrolux Hungary warehouse. The company also have 1,824 pieces Dac boxes been shipped out at FOB shipping point Nanjing, China to Electrolux Italy warehouse. Those purchases haven’t considered as a sale or a consignment inventory at the period ended March 31, 2015. However, it’s the in transit inventories of Flurida Group, Inc.
Electrolux Mexico had returned 1,936 pieces icemakers and 6,048 pieces wire harness to the Company in year 2014, which was stored at El Paso warehouse as inventory of Flurida Group as of March 31, 2015.
Moreover, the Company had purchased $ 9,615 switches and parts from their US supplier, and had not shipped and sold back to their China suppliers yet.
F-11
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Inventory (Continued)
As a result, as of March 31, 2015, the company had total inventory at a value $ 4,389,089.
Revenues Recognition
Revenues include sales of appliance parts in North America, Australia, South America, Europe, and Asia.
Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.
For the fiscal quarter ended March 31, 2015, the Company had total net revenue of $ 17,401,304.
For the period January 1 to March 31, 2015, the Company sold icemakers, high efficiency motor, module assembly, wire harness, motors, thermostats, and related refrigerator appliance to North America, which included Electrolux USA, Haier America Research & Development Co, Exact Replacement Parts, Tropical Developments International, and others America corporation, for total sales of $ 14,527,966. The icemakers, assembly, motors, and related parts were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd; all the icemakers, motors, assembly, and related parts were shipped out at FOB shipping point Nanjing, China.
For the fiscal quarter ended March 31, 2014, the Company sold components and appliance parts to Electrolux –Australia for $ 427,749. The components were manufactured and supplied by Chu Zhou Fu Da Mechanical and Electronics; all the icemakers and components were shipped out at FOB shipping point Nanjing, China.
The Company sold Motors and other parts to Electrolux – Do Brasil for $ 135,050. The motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.
F-12
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenues Recognition (Continued)
For the period January 1 to March 31, 2015, the Company sold motors, DAC Boxes, Deflector, and related refrigerator appliance to Europe, which included Electrolux Italy, Electrolux Hungry, Electrolux Sweden, and Gotene Plast AB, for total sales of $ 389,658. The DAC Boxes, Deflector, Motors, and other related parts were manufactured and supplied by Chu Zhou Fuda; all the DAC Boxes magnets, and motors were shipped out at FOB shipping point Nanjing, China.
The Company also sold icemakers and related parts to Asia for $ 125,404. The icemakers and parts were manufactured and supplied by Chu Zhou Fuda; all the icemakers were shipped out at FOB shipping point Nanjing, China.
For the period of January 1 to March 31, 2015, the Company sold thermostats and other related key parts for icemakers and motors, and sold dampers to ChuZhouFuDa. Flurida Group purchased some of the parts from Wako Electronics, Inc., an US Company located at Louisville, KY 40299. Flurida Group also sold Rocker Switch, the key parts for icemakers, to ChuZhouFuDa. The parts, Rocker Switch, were used for the icemakers .The Company purchased the parts, Rocker Switch, from CW Industries, an US Company located at Southampton, PA; and also Flurida Group purchased dampers from Nidec Sankyo Corporation, and then sold to ChuZhouFuDa. Flurida Group, Inc. adds averaged 5% - 10% margin based on the cost of purchase, then sold to them, so, $ 1,868,628 were sold and invoiced to ChuZhouFuDa for the fiscal quarter ended March 31, 2014.
In summary, for the period of January 1 to March 31, 2015, the Company incurred the total gross sales of $ 17,474,455. And the Company had sales return and allowance and sales discount of $ 73,151, so, a total of $ 17,401,304 net sales were recorded. The cost of goods sold is discussed in details in Note C, Related Party Transactions.
Professional Fee
Professional fees are consist of accounting and auditing fee, legal fee, commission and consulting expenses, SEC filing fee, and other professional expenses. The total professional fees were $ 27,730 and $ 16,511 for the fiscal quarter ended March 31, 2015 and 2014 respectively.
F-13
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Operating Expense
Operating Expenses includes research and development expense, all selling, general and administrative expenses, and depreciation expenses for Flurida Group Inc. For the fiscal quarter ended March 31, 2015 and 2014, the Company had total operating expenses of $ 495,024 and $ 325,300 respectively, which include the research and development expense of $ 44,227 and $ 11,597, and depreciation expenses of $ 8,237 and $ 7,705, and selling, general and administrative expense of $ 442,560 and $ 305,998. Detail was showed on Exhibit A.
Research and Development Expense
The primary function of the research and development center at Flurida Group Inc. is to discover and create new knowledge about scientific and technological topics in order to develop valuable products, processes and services for our customers. The company has continually developed the new product such as electronic controlled icemaker, main wire harnesses for controlling the functions of refrigerator products, and D/C motor technology. In the fiscal year, the Company has launched production of the high efficiency motors for evaporator fan assemblies.
Research and development center is working on the development of the vegetable dryer system. The try order will start in the next quarter. The company is still focusing on developing the own new finished product which called 3 in 1 ice and water dispenser, and it marketed and distributed under the Flurida Group brand name.
The Company had total research and development expense of $ 44,227 and $ 11,597 for fiscal quarter ended March 31, 2015 and 2014 respectively.
F-14
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Payroll Expense
Started from June 2014, Flurida Group stayed the salaries amount of officers Jianfeng Ding, Yaru Huang, and Ying Zhong for $350,000, $86,520, $ 86,520.
The Social Security tax and Medicare tax were paid by both employer and employees in USA; employees also withheld portion of Federal and State tax calculate by each individual’s status. All of the tax was submitted to Internal Revenue Service and local government at a semiweekly basis.
The total payroll expenses for the fiscal quarter ended March 31, 2015 and 2014 were listed as follows:
Three Months Ended | |||||||||
March 31, 2015 |
March 31, 2014 |
||||||||
Payroll Expense - ER |
|||||||||
Federal Unemployment Tax |
- |
252.00 |
|||||||
State Unemployment Tax |
1,581.91 |
1,610.02 |
|||||||
US Medicare Tax - ER |
2,756.68 |
2,372.58 |
|||||||
US Social Security Tax -ER |
11,787.18 |
10,144.74 |
|||||||
Total Payroll Expense - ER |
16,125.77 |
14,379.34 |
|||||||
Payroll Expenses - EE |
|||||||||
Federal Tax Withholding |
35,023.84 |
33,013.98 |
|||||||
State Tax Withholding |
12,041.44 |
11,902.19 |
|||||||
US Medicare Tax -EE |
2,756.68 |
2,372.58 |
|||||||
US Net Salaries payment - EE |
128,656.73 |
106,340.81 |
|||||||
US Social Security Tax - EE |
11,787.18 |
10,144.74 |
|||||||
Total Payroll Expenses - EE |
190,265.87 |
163,774.30 |
|||||||
Total Payroll Expenses |
206,391.64 |
178,153.64 |
Comprehensive Income
The company’s comprehensive income is comprised of net income, unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging. Due to the significant rate changed in Euro currency hedging, the Company incurred a foreign currency translation loss of $ 375,930 for the fiscal quarter ended March 31, 2015.
F-15
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
Business Combinations —The new guidance on business combinations retains the underlying concepts of the previously issued standard in that the acquirer of a business is required to account for the business combination at fair value. As with previous guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair values are recorded as goodwill.
The new pronouncement results in some changes to the method of applying the acquisition method of accounting for business combinations in a number of significant aspects. Under the new guidance, all acquisition costs are expensed as incurred and in-process research and development costs are recorded at fair value as an indefinite-lived intangible asset. Prior to the adoption, in-process research and development costs were immediately expensed and acquisition costs were capitalized. Further, the new guidance generally requires restructuring charges associated with a business combination to be expensed subsequent to the acquisition date.
Fair Value Measurements and Disclosures — The pronouncements define fair value, establish guidelines for measuring fair value, and expand disclosures regarding fair value measurements.
Derivative Instruments and Hedging Activities — The pronouncement requires additional disclosures about the objectives of derivative instruments and hedging activities, the method of accounting for such instruments, and a tabular disclosure of the effects of such instruments and related hedged items on Financial Statements. The pronouncement does not change the accounting treatment for derivative instruments.
Variable Interest Entities and Transfers of Financial Assets and Extinguishments of Liabilities — The pronouncement on transfers of financial assets and extinguishments of liabilities removes the concept of a qualifying special-purpose entity and removes the exception from applying variable interest entity accounting to qualifying special-purpose entities. The new guidance on variable interest entities requires an entity to perform an ongoing analysis to determine whether the entity’s variable interest or interests give it a controlling financial interest in a variable interest entity. The pronouncements are effective for fiscal years beginning after November 15, 2009.
Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
F-16
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Tax
Income taxes are provided for tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the bases of assets and liabilities for financial statement and income tax purposes. The differences in asset and liability bases relate primarily to organization and start-up costs (use of different methods and periods to calculate deduction). Deferred taxes are also recognized for operating losses and tax credits that are available to offset future income taxes. The deferred tax assets and/or liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The components of the deferred tax asset and liability are classified as current and concurrent based on their characteristics. Valuation allowances are provided for deferred tax assets based on management’s projection of the sufficiency of future taxable income to realize the assets.
NOTE C – RELATED PARTY TRANSACTIONS
Common Shares Issued to Executive and Non-Executive Officers and Directors
As of March 31, 2015, total 29,162,760 shares were issued to officers and directors. Please see the table below for details:
Name |
Total Shares | Total Amount | Percentage | |||||||||
Fenglan Li |
165,000 |
15,750 |
0.42 |
% |
||||||||
Ying Zhong |
2,000,000 |
200,000 |
5.09 |
% |
||||||||
Jianfeng Ding & Yaru Huang |
26,997,760 |
325,998 |
68.72 |
% |
||||||||
Total |
29,162,760 |
$ |
541,748 |
74.23 |
% |
__________________
|
· |
Based on total outstanding issued shares as of March 31, 2015: 39,290,827. |
F-17
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE C – RELATED PARTY TRANSACTIONS (Continued)
Cost of Goods Sold
The Company’s purchase is primarily from supplier, Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhouFuDa”), which is related and managed by shareholder and director Jianfeng Ding.
ChuZhouFuda is an appliance components and sub-assemblies manufacturer established on March 18, 2008. Chuzhou Fuda is located in Chuzhou City, Anhui Province, China. The plant space is around 100,000sq. ft. with 62 molding machine up to 800 metric ton and 20 assemblies lines for appliance components and assemblies.
Chuzhou Fuda, as a Chinese local manufacturer, will record their manufacturing costs and inventories based on the Chinese accounting regulations rulings. But, when Flurida Group, Inc. purchases the parts from Chuzhou Fuda, Flurida Group will record the actual costs paid to Chuzhou Fuda as the costs for inventory of Flurida Group, Inc. There is no any relationship for Chuzhou Fuda’s manufacturing historic costs with Flurida Group’s inventory value. Specifically, Flurida’s inventory value is equal to the purchase price or actual cost of the parts purchased from Chuzhou Fuda, and the purchase price of the parts will be fair market price. Flurida Group, Inc. will adopt the first-in and first-out inventory system according to generally accepted accounting principles in USA.
Flurida Group also purchased the products from suppliers, Qingdao Fubida Electronics Co., Ltd. (“Qingdao FuDa”). It is also related and managed by shareholder and director Jianfeng Ding, and established in 2003 specializing in home appliance control components and subassemblies manufacturing, and located in Qingdao City, Shandong Province, China.
At the period ended December 31, 2014, the Company had ending inventory $ 8,167,484 that was majority purchased from ChuZhou FuDa.
The Company purchased Icemakers, motors, high efficiency motor,wire harness, dac boxes, deflectors, ice bin, frame assembly, and other related appliance parts
from ChuZhou FuDa, meanwhile, ChuZhouFuDa provided tooling and new product testing service to the company at total cost of $ 9,671,848 for the fiscal quarter ended March 31, 2015.
F-18
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE C – RELATED PARTY TRANSACTIONS (Continued)
Cost of Goods Sold (Continued)
To manufacture the related refrigerator appliance parts, Chu Zhou Fu Da needs key parts made in USA, which were purchased through Flurida Group, Inc. in USA. The costs of purchasing the parts were $ 1,594,225 in the period of January 1 to March 31, 2015.
Fulu industries (HK), Ltd provided tooling services and sold icemakers and module assembly to the Company at a cost of $ 864,336 for the fiscal quarter ended March 31, 2015.
For the fiscal quarter ended March 31, 2015, the Company had total purchase of $ 12,130,409.
At the quarter ended March 31, 2015, the company had total ending inventory at a value $ 4,389,089.
For the period of January 1 to March 31, 2015, the company had freight cost and related purchase expense of $ 22,919 and purchase return of $ 3,173.
Therefore, in the fiscal quarter ended March 31, 2015, the Company incurred a total cost of goods sold of $ 15,928,550.
NOTE D – SHAREHOLDERS’ EQUITY
During the year ended December 31, 2008, Flurida Group, Inc has issued total 11,699,067 new shares on April 15, 2008, including 11,649,067 shares issued to loan holders who converted all the loans to common shares. At the year ended December 31, 2008, Flurida Group, Inc. incurred net loss of $ (194,079).
Therefore, the total stockholders’ equity balance at December 31, 2008 was $ 1,075,377.
On April 15, 2008, 50,000 shares issued to Williams Law Group at $ 0.10, for the legal service value of $5,000. On April 1, 2008, seven non-affiliated loan holders asked for repayment of their loans in the aggregate amount of $ 25,066 plus the total interest cost of $624.72, which was paid on the same date, April 1, 2008; meantime, seven additional lenders loaned an aggregate amount of $ 9,926.
F-19
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE D – SHAREHOLDERS’ EQUITY (Continued)
On April 15, 2008, total loan amount of $1,164,906 was converted to common shares at price of $0.10 per share, for the total shares of 11,649,067 shares, which were issued to the loans holders.
There were no new shares issued during the period ending December 31, 2009, 2010, and 2011.
On November 1, 2012, 300,000 shares were issued to Williams Law Group at $ 0.10, for the legal service value of $30,000.
There were no new shares issued during the period of January to December 2013.
There were no new shares issued during the period of January to December 2014.
There were no new shares issued during the period of January to March 2015.
Therefore, as of March 31, 2015 total shares issued and outstanding are 39,290,827.
NOTE E – GOING CONCERN
The Company’s significant customers are Electrolux and its subsidiaries located in various countries. Because of the concentration of the customers and Company’s heavily reliance on the Electrolux and its subsidiaries, the Company’s customer concentration may raise doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.
However, for the fiscal quarter ended March 31, 2015, the Company generated significant sales revenue of $ 17,401,304. Electrolux and its subsidiaries are operated independently in various countries, the management assess that it is unlikely if Electrolux and its subsidiary discontinue the purchase in near future
F-20
|
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE F – GOING CONCERN (Continued)
due to the Company secured a purchase order in next three years with Electrolux and its subsidiaries. In addition, the going concern may be mitigated due to the close relationship between the Company and it’s suppliers. The Company’s purchase is primarily from supplier, Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhouFuDa”), which is closely related and directly managed by shareholder and director Jianfeng Ding. Besides, as of March 31, 2015, the cash and cash equivalent balance was $ 1,166,672 , the management believes that the revenues will be generated and its cash flows will be maintained to cover its operational costs and the risk of going concern is significantly low or none.
F-21
|
Exhibit A
Three Months Ended | Three Months Ended | |||||||||
March 31, 2015 |
March 31, 2014 |
|||||||||
Operating expenses |
||||||||||
Administration Expense |
1,719 |
180 |
||||||||
Automobile Expense |
794 |
- |
||||||||
Bank Service Charges |
41,700 |
19,759 |
||||||||
Business Registration |
- |
76 |
||||||||
Certification |
19,686 |
13,934 |
||||||||
Computer and Internet Expenses |
101 |
283 |
||||||||
Depreciation Expenses |
8,237 |
7,705 |
||||||||
Fuel charge |
1,571 |
1,497 |
||||||||
Gift and Promotion |
1,225 |
659 |
||||||||
Industry Show |
5,144 |
- |
||||||||
Insurance Expense |
133 |
109 |
||||||||
Meals and Entertainment |
14,382 |
12,311 |
||||||||
Office Supplies |
3,049 |
956 |
||||||||
Parking Fee |
158 |
261 |
||||||||
Payroll Expenses |
206,392 |
178,154 |
||||||||
Postage and Shipping |
14,925 |
1,509 |
||||||||
Professional Fees |
27,730 |
16,511 |
||||||||
Rent Expense |
16,639 |
9,199 |
||||||||
Repair and Maintenance |
1,217 |
6,681 |
||||||||
Research and Development Expense |
44,227 |
11,597 |
||||||||
Service Cost |
626 |
929 |
||||||||
Telephone Expense |
3,377 |
2,861 |
||||||||
Travel Expense |
||||||||||
Airfare |
15,872 |
17,606 |
||||||||
Car Rental |
3,108 |
3,489 |
||||||||
Hotel Expense |
12,208 |
17,369 |
||||||||
Local Transportation |
1,482 |
1,041 |
||||||||
Travel Expense - Other |
48,427 |
|||||||||
Total Travel Expense |
81,097 |
39,505 |
||||||||
Utilities |
895 |
622 |
||||||||
Total Operating Expenses |
495,024 |
325,300 |
F-22
|
Item 2. |
Management’s Discussion and Analysis or Plan of Operation. |
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Overview
Our business is the sale of appliance parts in Asia, Europe, Australia, North and South America. The main products that we sell to these markets are icemakers, motors, ice water dispensing system and appliance assemblies. The products we were developing in the prior year such as high efficiency-motor, crush motor, module, automatic ice maker and wire harness already started mass production in the first quarter. We have completed developing the vegetable dry system for Electrolux and electronic ice maker for GE, and both are waiting for the customers’ orders to start mass production, which we anticipate will be in the second quarter of this year. In addition to these products, this year we continue to focus our research and development on our own brand new finished product, a three–in-one ice water dispenser machine. We hope to start selling this product by the end of this year. We also have plans to develop the ice maker for commercial use and D/C motor technology.
These parts are manufactured in China by Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhou Fuda”). Chuzhou Fuda Mechanical & Electronics Co., Ltd., which is related and managed by shareholder and director Jianfeng Ding, is an appliance components and sub-assemblies manufacturer established on March 18, 2008. Chuzhou Fuda is located in Chuzhou City, Anhui Province, China. The plant space is around 530,000 sq. ft. with 62 molding machine up to 800 metric ton and 20 assembly lines for appliance components and assemblies.
4
|
We sell the following main types of appliance parts:
n |
Automatic Refrigerator Build-in Icemaker: The automatic refrigerator build-in icemaker is designed for household refrigeration products, such as refrigerator, under-counter refrigerator, freezer to make the ice cubes automatically |
|
|
n |
Refrigerator Through-Door Ice Water System: Refrigeration Through-Door Ice Water System is the system that stores the ice cubes harvested from the icemaker, delivered and dispensed the ice, crushed ice or water to the refrigerator door through the electronic control system at the front of the refrigerator door. The through-door ice water system normally includes the following assemblies: ice bucket assembly, motor rail assembly, module assembly, facade assembly, housing assembly. The ice bucket assembly and the motor rail assembly can be located in the freezer, in the refrigerator door and or sealed chamber in the refrigerator. The module assembly, facade assembly and housing assembly vary according to the specific design from each client. |
n |
Shade Pole Motor and Motor Assembly for Refrigerator or Freezers: The shade pole motor and motor assembly is a key part for refrigerators or freezers. Flurida Group Inc’s motor part is designed and specified for the refrigerators or freezers made by Electrolux, an US company with headquarter in Charlotte, NC. Flurida also supplies the motors and motor assemblies to Electrolux Europe facilities in Italy and Hungary. |
n |
High-efficiency motor: Flurida started developing high-efficiency motor since 2010. Through numerous tests and improvements, our customers have verified that our new model performs as we stated it would. We have finished trial production in the 1st quarter of 2014, and already started mass production in 2nd quarter; the efficiency of a high-efficiency motor triples the motor’s efficiency compared with regular motors. It can be used, for example, for defrosting in refrigerators. |
n |
Module: Module is a dispensing module for refrigerator. It is a complete automatic ice making and dispensing system that can dispense cubed ice, crushed ice and water. Module is located in the door of a refrigerator; when press the water or ice paddles, the seal will open to dispensing water or ice cubes. |
|
|
n |
Ice Crush motor: Ice crush motor is the gear box motor to drive the auger and push the ice in the bucket to blades for ice crush purpose. The product is used for automatic ice crushing on built-in Ice Water Dispensing systems. |
|
|
n |
Wire Harness: includes wires, connectors and terminals which electrically connects our products to the customers’ products. |
|
|
n |
Automatic icemaker for Haier: We have started mass production of the automatic icemaker for Haier USA |
We are an “emerging growth company” (“EGC”) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission’s (SEC’s) reporting and disclosure rules (See “Emerging Growth Companies” section above). We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
5
|
Results of Operations
For the three month period ended March 31, 2015 vs. March 31, 2014.
Revenue
For the three month period ended March 31, 2015, the Company had net total revenue of $ 13,716,571 to the Company’s Europe, North and South America customers, and Asia.
For the three month period ended March 31, 2015, the Company had net total revenue of $ 13,716,571, which was increased 80% than the three month period ended March 31, 2014 total net revenue of $ 7,638,139. This increase was because most of main customers sales went up due to improved economic situation worldwide, plus new product sales continued through the quarter ended March 31, 2015 and are still continuing. $ 2,528,067 out of $ 13,716,571 was new product sales, which is 18% of total sales in the fiscal quarter ended March 31, 2015.
For the period July 1 to March 31, 2015, the Company sold icemakers, high efficiency motor, module assembly, wire harness, motors, thermostats, related refrigerator appliance, and stoves to North America, which included Electrolux USA, Haier America Research & Development Co, Stanco Metal Products, Exact Replacement Parts, others America corporation, and The Paradigm Project , for total sales of $ 10,849,924. The icemakers, assembly, motors, and related parts were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd; all the icemakers, motors, assembly, and related parts were shipped out at FOB shipping point Nanjing, China. The stoves were manufactured and supplied by Qing Dao Fu Da, and were shipped out at FOB shipping point at Qingdao, China.
For the fiscal quarter ended March 31, 2015, the Company sold components and appliance parts to Electrolux –Australia for $ 139,347. The components were manufactured and supplied by Chu Zhou Fu Da Mechanical and Electronics; all the icemakers and components were shipped out at FOB shipping point Nanjing, China.
The Company sold DAC Boxes, Deflector, and other related parts to Electrolux –Italy for total $ 235,390. The DAC Boxes, Deflector, and other related parts were manufactured and supplied by Chu Zhou Fuda; all the DAC Boxes magnets, and motors were shipped out at FOB shipping point Nanjing, China.
The Company also sold DAC Boxes, Deflector, Motors, and other related parts to Electrolux – Hungry for total $ 264,893. The DAC Boxes, Deflectors and Motors were manufactured and supplied by ChuZhou Fuda; all the DAC Boxes, Deflector, and motors were shipped out at FOB shipping point Nanjing, China.
The Company sold Motors and other parts to Electrolux – Do Brasil for $84,530. The motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.
The Company sold motors and Dac Boxes to Sweden for $ 5,807. The motors and parts were manufactured and supplied by Chu Zhou Fuda; all the motors and dac boxes were shipped out at FOB shipping point Nanjing, China.
6
|
The Company also sold icemakers and related parts to Asia for $ 979. The icemakers and parts were manufactured and supplied by Chu Zhou Fuda; all the icemakers were shipped out at FOB shipping point Nanjing, China.
For the period of July 1 to March 31, 2015, the Company sold thermostats and other related key parts for icemakers and motors, and sold dampers to ChuZhouFuDa. Flurida Group purchased some of the parts from Wako Electronics, Inc., an US Company located at Louisville, KY 40299. Flurida Group also sold Rocker Switch, the key parts for icemakers, to ChuZhouFuDa. The parts, Rocker Switch, were used for the icemakers .The Company purchased the parts, Rocker Switch, from CW Industries, an US Company located at Southampton, PA; and also Flurida Group purchased dampers from Nidec Sankyo Corporation, and then sold to ChuZhouFuDa. Flurida Group, Inc. adds averaged 5% - 10% margin based on the cost of purchase, then sold to them, so, $ 2,273,701 were sold and invoiced to ChuZhouFuDa for the fiscal quarter ended March 31, 2015.
In summary, for the period of July 1 to March 31, 2015, the Company incurred the total gross sales of $ 13,854,571. The Company had sales return and allowance of $ 138,000, so, a total of $ 13,716,571 net sales were recorded.
In both three month period ended March 31, 2015 and 2013 sales, more than 82% of total revenues were generated through Electrolux controlled subsidiaries in various countries. Electrolux Group operated its each subsidiary independently in each country, and all the sales orders and sales contracts were negotiated and signed independently. Accordingly, we believe that lack of one or a few subsidiaries of Electrolux sales order may have effect on our overall sales revenue, but the effects were slightly reduced in 2014 vs 2013. Because we signed separate long-term distribution agreements with various Electrolux subsidiaries, we believe the risk of loss the contracts with Electrolux is significantly reduced.
Cost of Revenue
Our Costs of Goods Sold, as we expected will increased slightly due to increasing Chinese Yuan’s currency exchange rate, labor costs, and raw materials. We anticipate this trend to continue and may adjust our unit price upward to reduce the impact of rising costs.
At the period ended June 30, 2014, the Company had ending inventory $5,725,465 that was majority purchased from ChuZhou FuDa.
From the period July 1 to March 31, 2015, Flurida Group, Inc. purchased Stoves and parts from Qingdao FuDa Electronic at total cost of $ 26,755 for FOB shipping point at Qingdao, China.
7
|
The Company purchased Icemakers, motors, high efficiency motor, dac boxes, deflectors, and parts from ChuZhou FuDa at total cost of $ 10,818,315 for FOB shipping point at Nanjing, China.
To manufacture the related refrigerator appliance parts, Chu Zhou Fu Da needs key parts made in USA, which were purchased through Flurida Group, Inc. in USA. The costs of purchasing the parts were $ 2,151,125 in the period of July to March 31, 2015.
Fulu industries (HK),Ltd provided tooling services and sold icemakers and Module assembly to the Company at a cost of $ 876,678 for the fiscal quarter ended March 31, 2015.
For the fiscal quarter ended March 31, 2015, the Company had total purchase of $ 13,872,873.
At the periods ended March 31, 2015, the company had total ending inventory at a value $ 6,975,311.
For the period of July 1 to March 31, 2015, the company had freight cost of $ 13,943 and purchase return of $ 2,290.
Therefore, in the fiscal quarter ended March 31, 2015, the Company incurred a total cost of goods sold of $ 12,634,680 which was increased 81 % comparing to the three month period ended March 31, 2014 cost of goods sold of $ 6,985,287. The increase of cost of goods sold was due to the sales increase, increasing labor costs, and raw materials.
The cost of goods sold in the Statements of Operations includes costs of products purchased from suppliers, shipping costs or freight in costs for the products shipping FOB port China, warehouse costs, and other costs if any directly related to the products inspection, duty and custom taxes of products, internal transfer costs if any. The selling, general and administrative expense includes operation expense such as travel, professional, office rent, telephone, certification fees, wages and salaries for management and administrative employees, and other expense related to operation. There was no allocation of portion of any selling, general and administrative expense to the cost of goods sold.
Our gross margin may not be comparable to those of other entities, since some other entities may include all or allocate portion of the costs related to their distribution network into cost of goods sold.
8
|
Expense
Our operation expenses consist of selling, general and administrative expenses, and research & development expenses, and depreciation expenses:
Three Months Ended | ||||||||||
March 31, 2015 | March 31, 2014 | |||||||||
Operating expenses |
||||||||||
Administration Expense |
1,144 |
765 |
||||||||
Automobile Expense |
- |
- |
||||||||
Bank Service Charges |
43,181 |
22,521 |
||||||||
Business Registration |
507 |
- |
||||||||
Certification |
19,395 |
16,705 |
||||||||
Depreciation Expenses |
8,175 |
6,482 |
||||||||
Fuel charge |
3,761 |
426 |
||||||||
Gift and Promotion |
4,886 |
5,310 |
||||||||
Insurance Expense |
1,099 |
1,007 |
||||||||
Meals and Entertainment |
12,616 |
14,937 |
||||||||
Office Supplies |
2,629 |
968 |
||||||||
Parking Fee |
727 |
166 |
||||||||
Payroll Expense – ER |
7,042 |
5,468 |
||||||||
Payroll Expenses – EE |
159,722 |
135,385 |
||||||||
Penalty & Fine Expenses |
62 |
250 |
||||||||
Postage and Shipping |
4,229 |
2,093 |
||||||||
Professional Fees |
||||||||||
Accounting & Auditing service |
||||||||||
Auditing Factory |
2,370 |
2,370 |
||||||||
Commission and Consulting Fee |
30,380 |
22,000 |
||||||||
Legal Fee |
3,750 |
3,750 |
||||||||
Edgar SEC Filing fee |
1,561 |
4,717 |
||||||||
Transfer Agent Service |
700 |
600 |
||||||||
Total Professional Fees |
38,761 |
33,437 |
||||||||
Rent Expense |
17,187 |
13,317 |
||||||||
Repair and Maintenance |
1,760 |
|||||||||
Research and Development Expense |
7,381 |
4,717 |
||||||||
Service Cost |
170 |
2,225 |
||||||||
Telephone and Internet Expense |
2,680 |
2,994 |
||||||||
Travel Expense |
||||||||||
Airfare |
21,886 |
20,349 |
||||||||
Car Rental |
6,266 |
5,464 |
||||||||
Hotel Expense |
23,512 |
10,127 |
||||||||
Local Transportation |
2,060 |
- |
||||||||
Travel Expense-Other |
- |
215 |
||||||||
Total Travel Expense |
53,724 |
36,155 |
||||||||
Utilities |
768 |
637 |
||||||||
Total Operating Expenses |
389,846 |
307,725 |
9
|
Started from June 2014, Flurida Group stayed the salaries amount of officers Jianfeng Ding, Yaru Huang, and Ying Zhong for $350,000, $86,520, $ 86,520. And Flurida Group USA hired employees to taking care of the office, research and development, and marketing activities, therefore, the Company incurred a total payroll expense of $ 166,764 for the three month period ended March 31, 2015. For maintaining and operating the business, the Company expensed a total of $ 30,380 commission and consulting fee. In order to increasing the sales in Europe and North America, the Company expensed $ 19,395 certification fees on the products we sold or exported in the period of July 1 to March 31, 2015. Due to the raise of sale volume and customers, the Company had travel expenses of $ 53,724, and had equipment and research development expenses of $ 7,381.
We expect selling, general, and administrative expenses to increase in future periods assuming the trend of increased sales continues.
Income Taxes
We are subject to income taxes in the U.S. and we incurred income tax expense of $222,817 and $ 148,722 for the three month period ended March 31, 2015 and 2013 respectively. As of March 31, 2015, the company had income taxes payable of $ 257,998.
Net Income (Loss)
For the reasons set forth above, we had a net income of $459,467 and $ 186,437 for three month period ended March 31, 2015 and 2013 respectively.
Commitments and Contingencies
The Company’s purchase is primarily from supplier, Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhouFuDa”), which is related and managed by shareholder and director Jianfeng Ding. ChuZhouFuda is an appliance components and sub-assemblies manufacturer established on March 18, 2008. Chuzhou Fuda is located in Chuzhou City, Anhui Province, China. There was no written supply agreement signed between the Company and Chuzhou Fuda. However, Chuzhou Fuda committed to the Company for the quantity and quality of products the Company ordered.
On June 2008, the company signed a consigned inventory agreement with an US company, Electrolux Home Products DE Mexico and Anderson, S.A.DEC.V (Electrolux).
On July, 2012, the Company signed a deposit inventory agreement with Electrolux Italia S.p.A., which was effective in January 2013.
On June 25, 2013, the Company signed a consignment inventory agreement with Electrolux Hungary S.p.A., which was effective in September 2013.
On July, 2013, Flurida Group, Inc. entered into a managed inventory program agreement with Electrolux Australia, which was effective in September 2013.
10
|
Foreign Currency Translation
The Company has determined the United States dollars to be its functional currency for Flurida Group USA and European Euro to be its functional currency in European business. Assets and liabilities were translated to U.S. dollars at the period-end exchange rate. Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.
Liquidity and Capital Resources
At March 31, | At March 31, | At December 31, | ||||||||||
2015 | 2014 | 2014 | ||||||||||
Current Ratio* |
1.33 |
1.28 |
1.43 |
|||||||||
Cash |
$ |
1,182,892 |
$ |
2,693,926 |
$ |
1,116,298 |
||||||
Working Capital** |
$ |
2,920,872 |
$ |
2,079,725 |
$ |
2,114,879 |
||||||
Total Assets |
$ |
12,205,789 |
$ |
9,888,423 |
$ |
7,313,737 |
||||||
Total Liabilities |
$ |
9,192,133 |
$ |
7,718,476 |
$ |
5,101,544 |
||||||
Total Equity |
$ |
3,013,656 |
$ |
2,169,947 |
$ |
2,212,193 |
||||||
Total Debt/Equity*** |
3.05 |
3.56 |
2.31 |
_________
* Current Ratio = Current Assets /Current Liabilities
** Working Capital = Current Assets - Current Liabilities
*** Total Debt / Equity = Total Liabilities / Total Shareholders’ Equity.
The Company’s overall working capital was increased in the nine month period ended March 31, 2015 comparing to nine month period ended March 31, 2014, due to the overall increase of the accounts receivable and inventory; and, the Company’s current ratio was also increased as March 31, 2015 comparing to 2013 due to the increase of the accounts receivable and increase of the current liabilities.
Currently the Company has a sales agreement with Electrolux, such agreement require the Company to supply the motors, ice makers, and other parts based on Electrolux’s needs. However, due to the consignment arrangement with Electrolux, the Company would keep certain level of consignment inventory to meet the Electrolux’s requirements. In addition, due to the consignment terms with Electrolux, the sales would be recognized when the Electrolux withdraw the products or the consignment inventory at Electrolux’s warehouse for 60 days. In our due course of business dealing with Electrolux’s consignment sales, all the sales incurred were for the products withdrew before the 75 days terms, i.e., the products might be considered as sales automatically based on the consignment terms. After the products withdrew by Electrolux, the Company may receive the payment in 7 days with discount through DB Supplier Finance.
11
|
The Company entered into a promissory note secured renewal loan agreement (“Loan Agreement”) in the principal amount of $ 4,000,000 with East West Bank located in El Monte, CA. The maturity date of the Note was extended to July 10, 2014. This loan was further extended on July 16, 2014. In connection with the extension, the maximum amount of the loan was increased to the lesser of $6,000,000 or 80% of eligible accounts receivable and 50% of book value inventory. The maximum aggregate amount that may be outstanding under Direct Debt Sub-limit Item (3) and (4) is the lesser of$6,000,000 or 80% of eligible accounts receivable and 50% of book value inventory. The loan is secured by all company inventories, accounts, equipment and general intangibles and certain other assets of the Company. The interest rate is Wall Street Journal Prime plus a margin of 0.75%. The maturity date is July 31, 2015.
The Company may only draw up to:
(1) |
$3,000,000 on Sight Letters of Credit with maximum expiration date of 90 days from issuance, |
|
|
|
|
(2) |
$3,000,000 on Standby Letters of Credit with maximum expiration date of one year from issuance, |
(3) |
$6,000,000 on Clean Advance for up to maturity date of the line, and |
|
|
|
|
(4) |
$2,000,000 for FX [Foreign Exchange] pre settlement risk allowing the Company to purchase forward contracts to hedge against FX risk. |
The remaining terms of the original loan are unchanged.
The outstanding loan amount on the prior Loan Agreement in effect was $ 0.00 as of March 31, 2015.
The management will continue to improve our current business on marketing, customer services and general administrative activities effectiveness; we still continually focus on developing our new products such as LED solar house numbers, a vegetable dryer system, and a chargeable stove.
We set up a R&D center at our California location. The primary function of an R&D group is to discover and create new knowledge about scientific and technological topics for the purpose of uncovering and enabling development of valuable new products, processes, and services. We are working on various products but none are fully developed and ready to market and we cannot assure you that any of the products we are working on will ever be fully developed or that we will be able to market or sell them in the future.
Specifically, the management still believes that within the operating activities, the efforts of collecting accounts receivables and making payments of accounts payables still are the primary factors for the changes of cash flows in the remaining part year 2014 and will continue in later years.
The Company had cash and cash equivalents of $ 1,182,892 at March 31, 2015 and $ 2,920,872 of working capital and $ 1,116,298 at December 31, 2013 and $ 2,114,879 of working capital.
The total debt of $ 9,192,133 for March 31, 2015 included total of $ 5,957,525 for Chu Zhou Fu Da, $ 26,755 for Qingdao FuDa, $ 2,256,681 for Fulu Industries(HK),Ltd, $ 293,161 for US suppliers, $ 30,499 for salary and payroll tax payable, and $ 54,726 for all other account payable, $ 257,998 income tax liabilities, and $ 314,788 unearned revenue.
12
|
Our independent auditor has indicated that our customer concentration may raise doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations. However, due to the close relationship between the Company and its supplier, Chuzhou Fu Da, which is closely related and directly managed by shareholder and director Jianfeng Ding. Besides, as of March 31, 2015, the cash and cash equivalent balance was $ 1,182,892 and account receivable was $ 3,954,802, the management believes that the revenues will be generated and its cash flows will be maintained to cover its operational costs and the risk of going concern in long term is significantly low.
Interest Rate Risk
We do not have significant interest rate risk, as our debt obligations (i.e., notes payables to shareholders which can be converted to common stocks). The annual interest rate of notes payable is 8%, and the interest expense would be accrued if the notes were not converted to common shares, and the notes holders request the Company for repayment of principles plus the interest. Seven non-affiliated loan holders asked the Company for repayment of notes plus interest on July 1, 2008. All remaining loan holders converted their loans to common shares on July 15, 2008.
Item 3. |
Quantitative and Qualitative Disclosure about Market Risk |
Not applicable.
Item 4. |
Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at March 31, 2015 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at March 31, 2015, our disclosure controls and procedures are not effective.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last three month period that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
13
|
PART II — OTHER INFORMATION
Item 1. |
Legal Proceedings. |
None.
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
(a) Unregistered Sales of Equity Securities.
None.
(b) Use of Proceeds.
The Registrant did not sell any unregistered securities during the three months ended March 31, 2015.
Item 3. |
Defaults Upon Senior Securities. |
None.
Item 4. |
Mine Safety Disclosures. |
Not applicable.
Item 5. |
Other Information. |
Not applicable.
14
|
Item 6. |
Exhibits. |
(a) Exhibits.
Exhibit No. |
Document Description |
|
31.1 |
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. |
|
31.2 |
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. |
|
32.1 * |
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002. |
|
32.2 * |
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002. |
|
Exhibit 101 |
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.** |
|
101.INS |
XBRL Instance Document** |
|
101.SCH |
XBRL Taxonomy Extension Schema Document** |
|
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document** |
|
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document** |
|
101.LAB |
XBRL Taxonomy Extension Label Linkbase Document** |
|
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document** |
______________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
15
|
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Flurida Group, Inc., a Nevada corporation |
|||
May 12, 2015 |
By: |
/s/ Jianfeng Ding |
|
Jianfeng Ding |
|||
Principal Executive Officer |
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE |
NAME |
TITLE |
DATE |
|||
/s/ Jianfeng Ding |
Jianfeng Ding |
Principal Executive Officer and Director |
May 12, 2015 |
|||
/s/ Yaru Hang |
Yaru Hang |
Principal Financial Officer and Principal |
May 12, 2015 |
|||
Accounting Officer |
16
|
EXHIBIT INDEX
Exhibit No. |
Document Description |
|
31.1 |
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. |
|
31.2 |
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. |
|
32.1 * |
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002 |
|
32.2 * |
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002 |
|
Exhibit 101 |
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.** |
|
101.INS |
XBRL Instance Document** |
|
101.SCH |
XBRL Taxonomy Extension Schema Document** |
|
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document** |
|
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document** |
|
101.LAB |
XBRL Taxonomy Extension Label Linkbase Document** |
|
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document** |
______________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
17