UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2017

or

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

For the transition period from ___________ to ___________

Commission file number 000-54510

China Modern Agricultural Information, Inc.

(Exact name of registrant as specified in its charter)

Nevada		27-2776002
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
No.A09, Wuzhou Sun Town Limin Avenue, Limin Development District Harbin, Heilongjiang, China		150000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (86) 0451-84800733

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐    No ☒ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐    No ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 ☒    No ☐ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ 

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	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐  

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

The aggregate market value of the Company’s common stock held by non-affiliates computed by reference to the closing bid price of the Company’s common stock, as of the last business day of the registrant’s most recently completed second fiscal quarter : $10,138,462.62.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 53,100,000 shares of common stock, par value $0.001 per share, issued and outstanding as of September 29, 2016.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

EXPLANATORY NOTE

 

China Modern Agricultural Information, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2017 (the “Original Form 10-K”), with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2017. The Company is filing this Amendment No. 1 to the Original Form 10-K (this “Form 10-K/A”) solely for the purpose of inserting the audit report to the financial statements due to a clerical error.

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Accordingly, this Form 10-K/A includes the currently dated certifications as exhibits.

 

No attempt has been made in this Form 10-K/A to modify or update the other disclosures presented in the Original Form 10-K. This Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K or modify or update the disclosures in the Original Form 10-K, except as set forth in this Form 10-K/A, and should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC.

 

 

TABLE OF CONTENTS

 

		Page
	PART II
Item 8.	Financial Statements And Supplementary Data	1
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	2
Signatures		3

 

 

PART II

 

Item 8. Financial Statements and Supplementary Data.

 

CHINA MODERN AGRICULTURAL INFORMATION, INC. AND SUBSIDIARIES

 

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL YEARS ENDED MAY 31, 2017 AND 2016

 

CONTENTS		PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets		F-2
Consolidated Statements of Income and Comprehensive Income		F-4
Consolidated Statements of Changes in Stockholders' Equity		F-6
Consolidated Statements of Cash Flows		F-8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS		F-10

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of China Modern Agricultural Information, Inc. and Subsidiaries

 

We have audited the accompanying consolidated balance sheets of China Modern Agricultural Information, Inc. and Subsidiaries (the “Company”) as of June 30, 2017 and 2016 and the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two year period ended June 30, 2017. China Modern Agricultural Information, Inc. and Subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of China Modern Agricultural Information, Inc. and Subsidiaries as of June 30, 2017 and 2016, and the consolidated results of their operations and their cash flows for each of the years in two year period ended June 30, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Wei, Wei & Co., LLP

Wei, Wei, & Co., LLP

Flushing, New York

September 29, 2017

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

 

ASSETS		June 30, 2017				June 30, 2016
Current assets
Cash		$	53,241,856			$	30,780,198
Accounts receivable			26,170,771				24,783,720
Inventories			1,042,171				1,122,843
Prepaid expenses			1,374,693				1,216,963
Interest receivable			1,023,769				474,803
Notes receivable, current portion			4,661,775				2,097,363
Total current assets			87,515,035				60,475,890
Property, plant and equipment, net			26,622,562				34,327,757
Other assets
Notes receivable			19,193,347				4,943,622
Prepaid leases			39,165,460				45,483,513
Biological assets, net			73,112,101				64,136,851
Total other assets			131,470,908				114,563,986
TOTAL ASSETS		$	245,608,505			$	209,367,633

 

See accompanying notes to the consolidated financial statements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

 

LIABILITIES AND stockholders’ EQUITY		June 30, 2017				June 30, 2016
Current liabilities
Accrued expenses and other payables		$	888,271				528,430
Dividend payable			-				1,462,794
Stockholder loans			1,918,341				1,672,707
Total current liabilities			2,806,612				3,663,931
Deferred income taxes			40,066,873				40,876,903
Total liabilities			42,873,485				44,540,834
Commitments and contingencies
Stockholders’ equity
Common stock, $0.001 par value; 75,000,000 shares authorized; 53,100,000 shares issued and outstanding			53,100				53,100
Additional paid-in capital			49,709,237				49,709,237
Retained earnings			62,878,009				42,410,980
Statutory reserve fund			420,406				420,406
Other comprehensive (loss)			(9,402,310	)			(6,881,547	)
Sub-total			103,658,442				85,712,176
Noncontrolling interests			99,076,578				79,114,623
Total stockholders’ equity			202,735,020				164,826,799
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	245,608,505			$	209,367,633

 

See accompanying notes to the consolidated financial statements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

CONSOLIDATED STATEMENTS OF INCOME

AND OTHER COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED jUNE 30, 2017 and 2016 (IN U.S. $)

 

		2017				2016
Revenues
Milk sales		$	101,816,625			$	81,604,871
Sales commission			17,998,410				19,486,432
Total revenues			119,815,035				101,091,303
Cost of goods sold			(74,262,475	)			(57,626,223	)
Gross profit			45,552,560				43,465,080
Operating expenses
R&D expenses			869,648				306,616
Selling and marketing			1,085,297				1,889,864
General and administrative			3,437,009				41,607,317
Total operating expenses			5,391,954				43,803,797
Operating income (loss)			40,160,606				(338,717	)
Other income and (expenses)
Interest income on notes receivable			974,051				588,822
Gain on disposal of properties			943,278				-
Non-Operating (expense)			-				(224,957	)
Other non-operating income			135,365				174,802
Total other income			2,052,694				538,667
Income before provision for income taxes			42,213,300				199,950
Provision for income taxes			-				2,403,996

 

See accompanying notes to the consolidated financial statements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

CONSOLIDATED STATEMENTS OF INCOME

AND OTHER COMPREHENSIVE INCOME (LOSS) (CONTINUED)

FOR THE YEARS ENDED jUNE 30, 2017 and 2016 (IN U.S. $)

 

		2017				2016
Net income (loss) before noncontrolling interests			42,213,300				(2,204,046	)
Noncontrolling interests			(20,054,726	)			(16,641,448	)
Net income (loss) attributable to common stockholders			22,158,574				(18,845,494	)
Other comprehensive income
Foreign currency translation adjustment			(2,520,763	)			(11,711,703	)
Total comprehensive income (loss)		$	19,637,811			$	(30,557,197	)
Earnings (losses) per common share, basic and diluted		$	0.42			$	(0.35	)
Weighted average shares outstanding, basic and diluted			53,100,000				53,100,000

 

See accompanying notes to the consolidated financial statements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

CONSOLIDATED STATEMENTS OF changes in Stockholders’ EQUITY

FOR THE YEARS ENDED JUNE 30, 2017 (IN U.S. $)

 

		Common Stock				Additional Paid-in Capital				Retained Earnings				Statutory Reserve Fund				Noncontrolling Interests				Other Comprehensive Income				Total
Balance June 30, 2015		$	53,100			$	5,851,170			$	117,035,653			$	792,174			$	1,276,773			$	4,772,880			$	129,781,750
Stock compensation			-				37,762,400				-				-				-				-				37,762,400
Net (loss) income			-				-				(18,845,494	)			-				16,641,448				-				(2,204,046	)
Dividend declared			-				-				-				-				(1,412,144	)			-				(1,412,144	)
Reclassification for issuance of subsidiary stock for compensation			-				(482,720	)			(47,542,449	)			(316,870	)			48,342,039				-				-
Increase and reclassification in equity attributable to the sale of subsidiary stock							6,578,387				(8,236,730	)			(54,898	)			14,266,507				-				12,553,266
Other comprehensive (loss)			-				-				-				-				-				(11,654,427	)			(11,654,427	)
Balance June 30, 2016		$	53,100			$	49,709,237			$	42,410,980			$	420,406			$	79,114,623			$	(6,881,547	)		$	164,826,799

 

See accompanying notes to the consolidated financial statements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

CONSOLIDATED STATEMENTS OF changes in Stockholders’ EQUITY (CONTINUED)

FOR THE YEARS ENDED JUNE 30, 2017 (IN U.S. $)

 

		Common Stock				Additional Paid-in Capital				Retained Earnings				Statutory Reserve Fund				Noncontrolling Interests				Other Comprehensive Income				Total
Balance, June 30, 2016		$	53,100			$	49,709,237			$	42,410,980			$	420,406			$	79,114,623			$	(6,881,547	)		$	164,826,799
Net income			-				-				22,158,574				-				20,054,726				-				42,213,300
Dividend distribution			-				-				(1,691,545	)			-				(92,771	)							(1,784,316	)
Other comprehensive (loss)			-				-				-				-				-				(2,520,763	)			(2,520,763	)
Balance June 30, 2017		$	53,100			$	49,709,237			$	62,878,009			$	420,406			$	99,076,578			$	(9,402,310	)		$	202,735,020

 

See accompanying notes to the consolidated financial statements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2017 AND 2016 (IN U.S. $)

 

		2017				2016
Cash flows from operating activities
Net income (loss)		$	42,213,300			$	(2,204,046	)
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation			7,191,346				4,828,085
Amortization for prepaid land lease			1,684,865				1,789,248
Deferred income taxes			-				2,403,996
(Gain) loss from disposal from biological assets			(943,278	)			215,997
Stock compensation for shareholder and consultants			-				37,762,400
Change in operating assets and liabilities
(Increase) in accounts receivable			(1,909,789	)			(18,408,219	)
Decrease (increase) in inventories			80,672				(436,162	)
(Increase) in prepayment			(181,106	)			(179,941	)
(Increase) in interest receivable			(556,104	)			(316,576	)
Increase in accrued expenses and other payables			370,220				724,662
Net cash provided by operating activities			47,950,126				26,179,444
Cash flows from investing activities
Collection of notes receivable			2,996,733				2,090,254
Proceeds from sales of biological assets			8,091,913				955,494
Proceeds from sales of PP&E			7,491,900				-
Proceeds from sales of prepaid lease			3,716,570
Purchase of property, plant and equipment			(2,510,227	)			(28,009,904	)
(Increase) in Biological assets			(16,973,353	)			(18,090,592	)
Purchase of Biological property			(23,577,450	)			(15,623,459	)
Net cash (used in) investing activities			(20,763,914	)			(58,678,207	)
Cash flows from financing activities
Proceeds from sales of common stock by subsidiary			-				12,553,266
Dividends paid for subsidiary			(3,222,667	)			-
Proceeds from stockholder loans			111,957				-
Repayment of stockholder loans			(20,935	)			-
Net cash (used in) provided by financing activities			(3,131,645	)			12,553,266

 

See accompanying notes to the consolidated financial statements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE years ENDED JUNE 30, 2017 AND 2016 (IN U.S. $)

 

		2017				2016
Effect of exchange rate changes on cash			(1,592,909	)			(3,420,086	)
Net increase (decrease) in cash			22,461,658				(23,365,583	)
Cash, beginning of year			30,780,198				54,145,781
Cash, end of year		$	53,241,856			$	30,780,198
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	-			$	-
Supplemental disclosure of non-cash activities:
Payment of accrued expenses by shareholder		$	154,000			$	789,998
Construction in Process transferred from prepayment		$	-			$	2,683,232
Construction in Process not paid		$	-			$	84,837
Dividend declared not paid		$	-			$	1,462,794

 

See accompanying notes to the consolidated financial statements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

1.	ORGANIZATION

 

China Modern Agricultural Information, Inc. (the “Company”), formerly known as Trade Link Wholesalers, Inc. (“Trade Link”), was incorporated on December 22, 2008 under the laws of the State of Nevada. On April 4, 2011, the Board of Directors of Trade Link filed an amendment to the Certificate of Incorporation with the State of Nevada to effect the name change from Trade Link to China Modern Agricultural Information, Inc.

 

On January 28, 2011, Trade Link entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among (i) Value Development Holdings, Ltd. (“Value Development”), a British Virgin Islands company, (“BVI”) (ii) Value Development’s stockholders, (iii) Trade Link, and (iv) Trade Link’s principal stockholders. Pursuant to the terms of the Exchange Agreement, Value Development and the Value Development stockholders transferred to Trade Link all of the shares of Value Development in exchange for the issuance of 35,998,000 shares of Trade Link’s common stock as set forth in the Exchange Agreement, so that the Value Development stockholders owned 87.80% of Trade Link’s outstanding shares (the “Share Exchange”).

 

On January 28, 2011, Value Development through its wholly subsidiaries, Value Development Group Limited completed the acquisition of Harbin Jiasheng Consulting Managerial Co. Ltd. (“Jiasheng Consulting” or “WFOE”), a holding company. Jiasheng Consulting has Variable Interest Entity (“VIE”) agreements with Mr. Liu Zhengxin, the Company’s Chief HR Officer, and Mr. Wang Youliang, the Company’s Chief Executive Officer, as well as with Heilongjiang Zhongxian Information Co., Ltd. (“Zhongxian Information”). Mr. Zhengxin holds a 62% equity interest in Zhongxian Information and Mr. Youliang holds a 38% equity interest in Zhongxian Information. Pursuant to the VIE agreement signed by Mr. Zhengxin and Mr. Youliang, Jiasheng Consulting now controls and performs all management responsibilities for Zhongxian Information. The contractual arrangements are comprised of a series of agreements, including a shareholder voting rights proxy agreement, exclusive consulting and service agreement, exclusive call option agreement and equity pledge agreement, through which Jiasheng Consulting has the right to provide exclusive and complete business support and technical and consulting services to Zhongxian Information for an annual fee in the amount of Zhongxian Information’s yearly net profits after tax. Additionally, Zhongxian Information’s stockholders have pledged their rights, title and equity interests in Zhongxian Information as security for the collection of consulting and service fees provided through an Equity Pledge Agreement.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

1.	ORGANIZATION (CONTINUED)

 

In order to further reinforce Jiasheng Consulting’s rights to control and operate Zhongxian Information, the stockholders of Zhongxian Information have granted Jiasheng Consulting the exclusive right and option to acquire all of their equity interests in Zhongxian Information through an Exclusive Option Agreement.

 

The exchange agreement transaction constituted a reverse takeover transaction. Accordingly, reverse takeover accounting was adopted for the preparation of the consolidated financial statements. As a result, the consolidated financial statements are issued under the name of China Modern Agricultural Information, Inc. (the legal acquirer), but are a continuation of the consolidated financial statements of Value Development (the accounting acquirer) and the VIE its subsidiaries. Before and after the Share Exchange, Value Development, Value Development Group Limited (a wholly-owned subsidiary of Value Development), Jiasheng Consulting, and Zhongxian Information and their 99% owned subsidiary, Heilongjiang Xinhua Cattle Industry Co., Ltd. (“Xinhua Cattle”) were under common control. Therefore, the reorganization was effectively a legal recapitalization accounted for as transactions between entities under common control at the carry over basis, in a manner similar to pooling-of-interests accounting.

 

Zhongxian Information and Xinhua Cattle are engaged in the acquisition, breeding and rearing of dairy cows, and production and sale of fresh milk to manufacturing and distribution companies. Zhongxian Information was established in China in January 2005 with registered capital of 10 million Renminbi (“RMB”). In February 2006, it acquired 99% of the registered capital of Xinhua Cattle, which was established in China in December 2005 with registered capital of three million RMB. Xinhua Cattle had no significant activities and its cost approximated the fair value at the date of acquisition.

 

On November 23, 2011, Zhongxian Information acquired 100% of the equity interest of Shangzhi Yulong Co., Ltd. (“Yulong”) from Yulong’s original stockholders for consideration of 9,000,000 shares of the Company’s common stock and cash consideration of $4,396,000.

 

Yulong was a privately held company in China engaged in the acquisition, breeding and rearing of dairy cows, and production and sale of fresh milk to manufacturing and distribution companies.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

1.	ORGANIZATION (CONTINUED)

 

 

 

On July 16, 2015, the Company, transferred 100% of the issued and outstanding shares of Value Development Holdings, Ltd. (“Value Development”) to China Dairy Corporation Ltd. (“China Dairy,” a Hong Kong company), which is 60% owned indirectly by the Company through the Company’s wholly-owned subsidiary, Hope Dairy Holdings Ltd. (“Hope Diary,” a British Virgin Islands company). China Dairy was newly incorporated in January 2015 and did not have any significant assets or liabilities, or business operations, which was 100% owned by Company’s PRC corporate advisor, who formed China Diary on behalf of the Company. Further, the sole shareholder transferred 60% of the total outstanding shares of China Dairy to Hope Diary and 40% to various shareholders and consultants of the Company (as described below) for nominal consideration.

 

These transactions involve no consideration received or paid as Value Development and China Dairy are under common control by the Company and this transaction is a restriction to the Company’s interests in Value Development.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

1.	ORGANIZATION (CONTINUED)

 

The 40% of the 10,000 shares of China Dairy were transferred from the sole shareholder of China Diary to the following entities for nominal consideration, which has direct or indirect relationship with the shareholder and consultants of the Company: 3% to Beijing Ruihua Future, 4% to Donghe Group, 3% to Integral Capital, 20% to Dingxi Shanghai Fund and 10% to Zhiyuan International. Immediately after the transfer, 65,000 bonus shares were issued at no consideration for every existing share held by the following entities.:

 

			Original Shares				After bonus shares issued
	Hope Diary Holdings Ltd.			6,000				390,000,000
	Beijing Ruihua Future Investment Management Co. Ltd.			300				19,500,000
	Donghe Group Limited			400				26,000,000
	Integral Capital Group Pty Ltd.			300				19,500,000
	Dingxi (Shanghai ) Equity Investment Fund			2,000				130,000,000
	Zhiyuan International Holding Co. Limited			1,000				65,000,000
	Total			10,000				650,000,000

 

Value Development is the sole owner of Value Development Group Limited, which is the sole owner of Harbin Jiasheng Consulting Managerial Co. Ltd., which is the Company’s subsidiary in China, with respect to which the operating company, Heilongjiang Zhongxian Information Co. Ltd., is a variable interest entity. The effect of this transaction was to reduce the interest of the Company in its operating company by 40%. The Company uses the China Diary’s offering price for IPO to approximate the fair value of the 40% stock granted to the shareholder and consultants. The Company recognized a stock compensation to the shareholder and consultants of approximately $32,098,000 and $5,664,000, respectively, during the three months ended September 30, 2015 in general and administrative expense.

 

On September 16, 2015 the Company’s 60%-owned subsidiary, Harbin Jiasheng Consulting Management Co., Ltd. ("Jiasheng Consulting"), exercised its option to purchase all of the registered equity of the Company’s operating subsidiary, Heilongjiang Zhongxian Information Co., Ltd. ("Zhongxian Information") from its stockholders Zhengxin Liu and Youliang Wang, who are also the members of the Company’s Board of Directors, for RMB10,000 (approximately $1,554).

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

1.	ORGANIZATION (CONTINUED)

 

Prior to the acquisition, Jiasheng Consulting controlled Zhongxian Information through a series of contractual agreements, which made Zhongxian Information a variable interest entity, the effect of which was to cause the balance sheet and operating results of Zhongxian Information to be consolidated with those of Jiasheng Consulting in the Company’s financial statements. As a result of the acquisition by Jiasheng Consulting of the registered ownership of Zhongxian Information, the balance sheet and operating results of Zhongxian Information will hereafter continue to be consolidated with those of Jiasheng Consulting as its 100% owned subsidiary.

 

As a result of the entry into the foregoing agreements, the Company has a corporate structure as set forth below:

 

 

On April 8, 2016, the Company’s 60% owned subsidiary, China Dairy Corporation Limited issued 84,906,541 CDI shares at AUD $0.2 per share on ASX and raised total fund of AUD $16,981,308 (USD $13,021,267). After the IPO, the Company’s ownership was diluted to 53.07%.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting and Presentation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the financial statements of China Modern Agricultural Information, Inc. and its subsidiaries, Hope Dairy, China Dairy (Hope Dairy’s 53.07% owned subsidiary), Value Development, Value Development Group Limited, Jiasheng Consulting, and, Zhongxian Information and Zhongxian Information’s 99% owned subsidiary, Xinhua Cattle and its 100% owned subsidiary, Yulong. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

The audited consolidated financial statements of the Company as of June 30, 2017 and for the years ended June 30, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC which apply to interim financial statements.

 

Variable Interest Entity

 

Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation” (“ASC 810”), the Company is required to include in its consolidated financial statements the financial statements of its VIE’s. ASC 810 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. VIEs are those entities in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity.

 

Zhongxian Information and its subsidiaries (collectively, the “Chinese VIE”) have no assets that are collateral for or restricted solely to settle their obligations. The creditors of the Chinese VIE and its subsidiaries do not have recourse to the Company’s general credit. Because Value Development, Value Development Group Limited and Jiasheng Consulting are established for the sole purpose of holding ownership interest and do not have any operations, the financial statement amounts and balances are principally those of the Chinese VIE and its subsidiaries.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Variable Interest Entity (continued)

 

Under ASC 810, an enterprise has a controlling financial interest in a VIE, and must consolidate that VIE, if the enterprise has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The Company’s determination of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de facto agents, has the unilateral ability to exercise those rights. The Chinese VIE’s actual stockholders do not hold any kick-out rights that will affect the consolidation determination.

 

On September 16, 2015 the VIE structure was terminated when Jiasheng Consulting exercised its option to purchase all of the registered equity of Zhongxian Information. Jiasheng Consulting became the sole owner of Zhongxian Information.

 

Foreign Currency Translations

 

All Company assets are located in the People’s Republic of China (“PRC”). The functional currency for the majority of the Company’s operations is the Renminbi (“RMB”). The Company uses the United States dollar (“US Dollar” or “US$” or “$”) for financial reporting purposes. The consolidated financial statements of the Company have been translated into US dollars in accordance with FASB ASC 830, “Foreign Currency Matters.” All asset and liability accounts have been translated using the exchange rate in effect at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transactions occurred. Statements of income and other comprehensive income amounts have been translated using the average exchange rate for the periods presented. Adjustments resulting from the translation of the Company’s consolidated financial statements are recorded as other comprehensive income (“OCI”).

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

The exchange rates used to translate amounts in RMB and Australian dollars (the “A$”) into US dollars for preparing the consolidated financial statements are as follows:

  

Foreign Currency Translations (continued)

 

			June 30, 2017								June 30, 2016
			RMB				A$				RMB				A$
	Balance sheet items, except for stockholders’ equity, as of period end			0.1475				0.7678				0.1505				0.7441
	Amounts included in the statements of income, statement of changes in stockholders’ equity and statements of cash flows for the period			0.1469				0.7538				0.1554				0.7283

 

Foreign currency translation adjustments of $(2,520,764) and $(11,711,703), respectively, for the years ended June 30, 2017 and 2016, have been reported as other comprehensive income (loss) in the consolidated statements of income and other comprehensive income (loss). Other comprehensive income (loss) of the Company consists entirely of foreign currency translation adjustments. Pursuant to ASC 740-30-25-17, “Exceptions to Comprehensive Recognition of Deferred Income Taxes,” the Company does not recognize deferred U.S. taxes related to the undistributed earnings of its foreign subsidiaries and, accordingly, recognizes no income tax expense or benefit from foreign currency translation adjustments.

 

Although government regulations now allow convertibility of the RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that the RMB could be converted into US dollars at that rate or any other rate.

 

The value of the RMB against the US dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. Any significant revaluation of the RMB could materially affect the Company’s consolidated financial condition in terms of US dollar reporting.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue Recognition

 

The Company’s primary sources of revenues are derived from (a) sale of fresh milk to Chinese manufacturing and distribution companies of dairy products and (b) commissions from local farmers on their monthly milk sales. The Company’s revenue recognition policies comply with FASB ASC 605, “Revenue Recognition.” Revenues from the sale of goods are recognized when the goods are delivered and the title is transferred, the risks and rewards of ownership have been transferred to the customer, the price is fixed and determinable and collection of the related receivable is reasonably assured.

 

Milk sales revenue is recognized when the title has been passed to the customers, which is the date when the milk is delivered to designated locations and accepted by the customers and the previously discussed requirements are met. Fresh milk is delivered to its customers on a daily basis. The customers’ acceptance occurs upon inspection of the quality and measurement of quantity at the time of delivery. The Company does not provide the customer with the right of return. Sales commission revenue is recognized on a monthly basis based on monthly sales reports received.

 

Vulnerability Due to Operations in PRC

 

The Company’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than twenty years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions. There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent or effective.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Use of Estimates

 

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

 

Fair Value of Financial Instruments

 

FASB ASC 820, “Fair Value Measurement” specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based on market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

 

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

 

Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

 

Level 3 Inputs – Inputs based on valuation techniques that are both unobservable and significant to the overall fair value measurements.

 

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value of Financial Instruments (continued)

 

The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including cash, accounts receivable, interest receivable, accrued expenses, and other payables, and stockholder loans, approximated their fair values due to the short maturity of these financial instruments. The carrying value of notes receivable is valued at their net realizable value which approximates the fair value. There were no changes in methods or assumptions during the periods presented.

 

Advertising Costs

 

Advertising costs are charged to operations when incurred. Advertising costs are $221,322 and $62,929, respectively, for the years ended June 30, 2017 and 2016.

 

Cash and Cash Equivalents

 

The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents.

 

Accounts Receivable

 

Accounts receivable is stated at cost, net of an allowance for doubtful accounts if required. Receivables outstanding longer than the payment terms are considered past due. The Company maintains an allowance for doubtful accounts for estimated losses when necessary resulting from the failure of customers to make required payments. The Company reviews the accounts receivable on a periodic basis and makes allowances where there is doubt as to the collectability of individual balances.

 

In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customer’s payment history, its current credit-worthiness and current economic trends. The Company has 30 days credit term for its milk sales and usually receives the payment in the following month. The Company considers all accounts receivable at June 30, 2017 and 2016, to be fully collectible and, therefore, did not provide an allowance for doubtful accounts. For the periods presented, the Company did not write off any accounts receivable as bad debts.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Inventories

 

Inventories, comprised principally of livestock feed, are valued at the lower of cost or market value. The value of inventories is determined using the weighted average cost method.

 

The Company estimates an inventory allowance for excessive or unusable inventories. Inventory amounts are reported net of such allowances if any. There was no allowance for excessive or unusable inventories as of June 30, 2017 and 2016.

 

Prepaid Expenses

 

Prepaid expenses as of June 30, 2017 and 2016 mainly represent the prepayments of approximately $1,375,000 and $1,216,900, respectively for prepaid cow insurance expenses.

 

Prepaid Land Leases

 

Prepaid land leases represent the prepayment for grassland rental (see Note 7).

 

Property, Plant and Equipment

 

Property, plant and equipment are recorded at cost, less accumulated depreciation. Cost includes the price paid to acquire or construct the asset, including capitalized interest during the construction period, and any expenditures that substantially increase the assets value or extends the useful life of an existing asset. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the periods benefited. Maintenance and repairs are generally expensed as incurred.

 

The estimated useful lives for property, plant and equipment categories are as follows:

 

	Machinery and equipment	3 to 10 years
	Automobiles	4 to 10 years
	Building and building improvements	10 to 20 years
	Leasehold improvements	Lesser of the remaining term or useful life

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Impairment of Long-lived Assets

 

The Company utilizes FASB ASC 360, “Property, Plant and Equipment” (“ASC 360”), which addresses the financial accounting and reporting for the recognition and measurement of impairment losses for long-lived assets. In accordance with ASC 360, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company may recognize an impairment of a long-lived asset in the event the net book value of such asset exceeds the estimated future undiscounted cash flows attributable to the asset. No impairment of long-lived assets was recognized for the years ended June 30, 2017 and 2016.

 

Biological Assets

 

Biological assets consist of dairy cows for milking purposes and breeding.

 

Immature Biological Assets

 

Immature biological assets are recorded at cost, including acquisition costs, transportation costs, insurance expenses, and feeding costs, incurred in raising the cows. Once the cow is able to produce milk, the cost of the immature biological asset is transferred to mature biological assets using the weighted average cost method.

 

Mature Biological Assets

 

Mature biological assets are recorded at their original purchase price or the weighted average immature biological asset transfer cost. Depreciation is provided over the estimated useful life of eight years using the straight-line method. The estimated residual value is 10%. Feeding and management costs incurred on mature biological assets are included as cost of goods sold. When biological assets, including male cows, are retired or otherwise disposed of in the normal course of business, the cost and accumulated depreciation will be removed from the accounts and any resulting gain or loss will be included in the results of operations for the respective period. For the years ended June 30, 2017 and 2016, a gain (loss) of $3,579,816 and $(373,108), respectively, on the sale of the adult cows is included in non-operating income (expenses) in the accompanying consolidated statements of income and other comprehensive income. (See Note 5)

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Biological Assets (continued)

 

The Company reviews the carrying value of its biological assets for impairment at least annually or whenever events and circumstances indicate that their carrying value may not be recoverable from the estimated future cash flows expected from their use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss will be recognized equal to an amount by which the carrying value exceeds the fair value of the asset. The factors considered by management in performing this assessment include current health status and production capacity. There were no impairment losses recorded during the years ended June 30, 2017 and 2016.

 

Income Taxes

 

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate principally to the undistributed earnings of the Company’s subsidiary under PRC law. Deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. At June 30, 2017 and 2016, undistributed earnings allocated to Zhongxian Information were approximately $224,700,000 and $192,800,000, respectively.

 

ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with uncertain tax positions. As of June 30, 2017 and 2016, the Company does not have a liability for any uncertain tax positions.

 

  

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes (Continued)

 

The income tax laws of various jurisdictions in which the Company and its subsidiaries operate are summarized as follows:

 

United States

 

The Company is subject to United States tax at graduated rates from 15% to 35%. No provision for income tax in the United States has been made as the Company had no U.S. taxable income for the years ended June 30, 2017 and 2016.

 

BVI

 

Value Development and Hope Diary are incorporated in the BVI and is governed by the income tax laws of the BVI. According to current BVI income tax law, the applicable income tax rate for the Company is 0%.

 

Hong Kong

 

Value Development Group Limited and China Dairy are incorporated in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is not subject to tax on non-Hong Kong source income.

 

PRC

 

Xinhua Cattle and Yulong are entitled to a tax exemption for the full Enterprise Income Tax in China due to a government tax preferential policy for the dairy farming industry. In January 2015, Zhongxian obtained an income tax exemption notice from the tax authority to exempt the income tax on its investment income from its subsidiaries Xinhua Cattle and Yulong.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Net Income (Loss) Per Share

 

The Company computes net income (loss) per common share in accordance with FASB ASC 260, “Earnings Per Share” (“ASC 260”). Under the provisions of ASC 260, basic net income (loss) per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding plus the effect of any dilutive shares outstanding during the period. Accordingly, the number of weighted average shares outstanding as well as the amount of net income per share are presented for basic and diluted per share calculations for all periods reflected in the accompanying consolidated statements of income and other comprehensive income. There were no dilutive shares outstanding during the years ended June 30, 2017 and 2016.

 

Statutory Reserve Fund

 

Pursuant to the corporate law of the PRC, Jiasheng Consulting and the Company’s Chinese VIE and its subsidiaries are required to transfer 10% of their net income, as determined under PRC accounting rules and regulations, to a statutory reserve fund until such reserve balance reaches 50% of its registered capital. The statutory reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or used to increase registered capital, provided that the remaining reserve balance after such use is not less than 25% of the registered capital. As of June 30, 2017 and 2016, the required statutory reserve funds have been fully funded.

 

3.	Recently Issued Accounting Standards

 

In August 2016, the FASB issued new guidance which clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting guidance on our consolidated financial statements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

3.

Recently Issued Accounting Standards (CONTINUED)

 

In June 2016, the FASB issued new authoritative accounting guidance on credit losses on financial instruments which replaces the incurred-loss impairment methodology. The new guidance requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. The standard is effective for the Company in the first quarter of 2020; however early adoption is permitted beginning in the first quarter of 2019. The Company is currently evaluating whether this standard will have a material impact on its financial statements.

 

In April 2016, the FASB issued Accounting Standards Update No. 2016-12, Revenue from Contracts with Customers. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606).'' This guidance supersedes current guidance on revenue recognition in Topic 605, "Revenue Recognition.'' In addition, there are disclosure requirements related to the nature, amount, timing, and uncertainty of revenue recognition. In August 2015, the FASB issued ASU No.2015-14 to defer the effective date of ASU No. 2014-09 for all entities by one year. For public business entities that follow U.S. GAAP, the deferral results in the new revenue standard are being effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

 

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. This accounting standard update is not expected to have a material impact on the Company’s financial statements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

3.

Recently Issued Accounting Standards (CONTINUED)

 

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The update to the standard is effective for the Company beginning June 1, 2018. The Company is currently evaluating the effect the guidance will have on the Consolidated Financial Statements.

 

In September 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-16: Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), which eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. ASU 2015-16 is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted. This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements.

 

In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment is effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is evaluating the impact of this standard on its Consolidated Financial Statements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

4.	Property, plant and equipment

 

Property, plant and equipment are summarized as follows:

 

			June 30, 2017				June 30, 2016
	Machinery and equipment		$	3,789,997			$	3,866,619
	Automobiles			2,209,169				2,253,832
	Building and building improvements			26,333,608				26,865,993
				32,332,774				32,986,444
	Less: accumulated depreciation			(5,710,212	)			(3,354,779	)
	Construction in process			-				4,696,092
	Property, plant and equipment, net		$	26,622,562			$	34,327,757

 

Construction in Progress (“CIP”) contains amounts paid and accrued for completed new construction which has not been placed into service as of June 30, 2016. No depreciation has been taken on CIP as of June 30, 2016. Depreciation expense charged to operations for the years ended June 30, 2017 and 2016 was $2,412,060 and $1,950,157, respectively.

 

On January 20, 2016, the Company signed an agreement with Harbin Donghui Architecture Co., Ltd to construct a new forage production plant. The total agreement amount is RMB 45,615,000 (US $ 6,864,387). Per the agreement, the company is required to pay according to progress completion for different parts of the plant. As of June 22, 2017, the company paid RMB 48,295,000 (US $ 7,094,536). On June 22, 2017, the Company signed a disposal agreement with a forage production company to sell the CIP at $7,491,900 including VAT (RMB 51,000,000). The net book value of the CIP at the date of the disposal was $7,094,516. The total VAT and surcharges on the selling price was $399,568. There was a loss of $2,204 on the disposal. The Company fully received the sales consideration of $7,491,900 as of June 30, 2017.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

5.	Biological assets

 

Biological assets consist of the following:

 

			June 30, 2017				June 30, 2016
	Immature biological assets		$	33,409,704			$	32,518,050
	Mature biological assets			45,460,518				36,660,416
				78,870,222				69,178,466
	Less: accumulated depreciation			(5,758,121	)			(5,041,615	)
	Biological assets, net		$	73,112,101			$	64,136,851

 

On November 1, 2016, Xinhua Cattle purchased 3,000 adult cows at a total price of RMB 45,000,000 (US $6,37,500). On May 2, 2017, Xinhua Cattle also purchased 2,500 adult cows at a total price of RMB 37,500,000 ($5,531,250).

 

Xinhua Cattle sold a total of 6,286 female calves to outside parties at a total price of RMB 27,137,500 (US $3,986,499 in the year ended June 30, 2017. The net value of these female calves was approximately RMB 39,135,557 (US $5,749,000). Xinhua Cattle also sold 473 pre-adult cows at RMB 3,216,400 (US$472,489) with a net value of RMB 9,650,258 (US$ 1,417,600) in the year ended June 30, 2017.

 

On November 1, 2016, Xinhua Cattle sold 2,000 newly purchased adult cows to 6 local farmers at a total price of RMB 34,000,000 (US $4,994,600) with a net value of RMB 30,000,000 (US $4,407,000). On November 3, 2016, Xinhua Cattle sold 2,000 adult cows to another 6 local farmers at a total price of RMB 24,000,000 (US $3,525,600) with a net residual value of RMB 14,909,375 (US $2,190,187). On December 1, 2016, Xinhua Cattle sold 130 adult cows to one local farmer at a total price of RMB 1,040,000 (US $152,776) with a net residual value of RMB 717,556 (US $105,409). On May 2, 2017, Xinhua Cattle sold 2,511 adult cows to 8 local farmers at a total price of RMB 23,266,900 (US$ 3,417,908) with a net residual value of RMB 15,489,125 (US$ 2,275,352). On November 4, 2016, Xinhua Cattle also sold 1,542 adult cows to an outside party at a total price of RMB 6,915,550 (US $1,015,894) with a net residual value of RMB 7,892,837 (US $1,159,458).

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

5.	Biological assets (continued)

 

On November 2, 2016, Yulong Cattle purchased 5,000 adult cows at a total price of RMB 75,000,000 (US $10,882,500). On June 1, 2017, Yulong Cattle also purchased 200 adult cows at a total price of RMB 3,000,000 (US $442,500).

 

Yulong Cattle sold 1,919 female calves to outside parties at a total price of RMB 8,320,000 (US $1,222,208) in the year ended June 30, 2017. The net value of these female calves was approximately RMB 7,742,000 (US $1,137,000).

 

On November 1, 2016, Yulong Cattle sold 2,317 adult cows to 8 local farmers at a total price of RMB 19,033,000 (US $2,795,948) with a net value of RMB 18,650,864 (US $2,739,812. On November 2, 2016, Yulong Cattle sold 2,000 new purchased adult cows to another 8 local farmers at a total price of RMB 34,000,000 (US $4,994,600) with a net residual value of RMB 30,000,000 (US $4,407,000). Local farmers started to pay principle payment for the above disposal sinche the three months ended March 31, 2017. On November 2, 2016, Yulong Cattle sold 142 adult cows to an outside party at a total price of RMB 994,000 (US $146,019) with a net residual value of RMB 1,063,243(US $156,190). On May 26, 2017, Yulong Cattle sold 62 adult cows to an outside party at a total price of RMB 434,000 (63,755) with a net residual value of RMB 468,850 (US $68,874)

 

Depreciation expense for the years ended June 30, 2017 and 2016 was $4,779,286 and $2,878,298, respectively, all of which was included in cost of goods sold in the consolidated statements of income and other comprehensive income.

 

6.	Notes Receivable

 

Notes receivable are related to sales of cows (mature biological assets) to local farmers.

 

In May 2017, December 2016, November 2016, September 2011, August 2011 and June 2011, Xinhua Cattle sold 2,511, 130, 4,000, 3,787, 5,635, and 2,000 respectively of its cows to local farmers. 2,000 of the cows sold were purchased from outside parties for $4,407,000. The remaining cows sold were raised by Xinhua.

 

In November 2016, November 2014 and December 2014, Yulong sold 4,317, 3,714 and 2,955 cows respectively, to local farmers. 5,500 of the cows sold were purchased from outside parties for $8,996,000. The remaining cows sold were raised by Yulong.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

6.	Notes Receivable (continued)

 

The company had agreements with local farmers entered into June 2011, for their purchase of cows to be collected over five years, with a minimum payment of 20% of the sales price to be paid each year. The notes were recorded at their present value with a discount rate of

12%, which was commensurate with interest rates for notes with similar risk. The Company also entered into agreements with these local farmers for a 30% commission of their monthly milk sales generated by the cows sold in exchange for the Company’s assistance in arranging for the sale of the milk. As of June 30, 2017, the farmers had fully repaid the principal payments.

 

Pursuant to agreements for the sale of cows signed in August 2011, September 2011, November 2014, and December 2014, the sales price will be collected in monthly installments plus interest at 7% on the outstanding balance, over the remaining useful lives of the cows, which range from one to eight years. Local farmers are required to pay 30% of monthly milk sales generated from the cows purchased by the farmers. The 30% monthly payments are to be applied first to the monthly installment of principal for the cows sold and the balance as commission income for the Company’s assistance in arranging for the sale of the milk. While the 30% rate and the amount applied to monthly installments for the purchase price of the cows remain the same, the amount of sales commission income will vary depending on total monthly milk sales and the progress of repayments towards the purchase price.

 

Pursuant to the agreements signed in November 2016, December 2016 and May 2017, the sales price will be collected in monthly installments plus interest at 5% on the outstanding balance, over the remaining useful lives of the cows, which range from one to eight years. Local farmers are required to pay a 20% of monthly milk sales generated from the cows sold. The 20% monthly payments are to be applied first to the monthly installment of principal for the cows sold and the balance as commission income for the Company’s assistance in arranging for the sale of the milk. While the 20% rate and the amount applied to monthly installments for the purchase price of the cows remain the same, the amount of sales commission income will vary depending on total monthly milk sales and the progress of repayments towards the purchase price.

 

During the years ended June 30, 2017 and 2016, the Company received principal and interest payments of $3,403,678 and $2,300,347, respectively. Commission income for the years ended June 30, 2017 and 2016, was $17,998,410 and $19,486,432, respectively, under these agreements.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

6.	Notes Receivable (continued)

 

The receivable related to the sales of cows is included in notes receivable in the consolidated balance sheets as of June 30, 2017 and 2016. The related commission receivable of $7,206,564 and $6,962,080 at June 30, 2017 and 2016, respectively, is included in accounts receivable in the consolidated balance sheets.

 

Notes receivable at June 30, 2017 and 2016 consists of the following:

 

			June 30, 2017				June 30, 2016
	Notes receivable		$	23,855,122			$	7,052,255
	Less: discount for interest			-				(11,270	)
				23,855,122				7,040,985
	Less: current portion			(4,661,775	)			(2,097,363	)
	Non-current portion		$	19,193,347			$	4,943,622

 

Future maturities of notes receivable as of June 30, 2017 are as follows:

 

	Year Ending June 30,
	2018		$	4,662,000
	2019			4,359,000
	2020			3,676,000
	2021			3,542,000
	2022			2,826,000
	Thereafter			4,790,000
			$	23,855,000

 

 

The Company considers these notes to be fully collectible and, therefore, did not provide an allowance for doubtful accounts. The Company will continue to review the notes receivable on a periodic basis and where there is doubt as to the collectability of individual balances, it will provide an allowance, if necessary.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

7.

LeaseS

 

All land in China is government owned and cannot be sold to any individual or company. The Company obtained a “land use right” to use a track of land of 250,000 square meters at no cost through December 1, 2015. On May 10, 2013, the Company, however, entered into an agreement with the municipality of Qiqihaer to obtain the “land use right” to use this land from May 1, 2013 to April 30, 2063. The Company recorded the prepayment of RMB 37,500,000 (US$6,060,000) as prepaid land lease. The prepaid lease is being amortized over the land use term of 50 years using the straight-line method. On June 22, 2017, the Company subleased 183,335 square meters land of the 250,000 square meter land to a forage production company at the price of RMB 25,300,000 (US $3,716,570). The remaining repayment of the 183,335 square meters land is RMB25,254,167 (US $3,709,837). There is a gain of the sublease of RMB 45,833 (US $6,733). The remaining prepayment of $1,352,083 and $5,285,680 is included in prepaid land lease in the consolidated balance sheets as of June 30, 2017 and 2016, respectively. The lease provides for renewal options.

 

On October 9, 2011, the Company entered into an operating lease, from October 9, 2011 to October 8, 2021, with the municipality of Heilongjiang to lease 16,666,750 square meters of land. The lease required the Company to prepay the ten year rental of RMB 30,000,000 (US$4,686,000). The related prepayment of $1,880,625 and $2,370,092 is included in prepaid land lease in the consolidated balance sheets as of June 30, 2017 and 2016, respectively. The lease provides for renewal options.

 

On February 25, 2013, the Company obtained another “land use right” to use 427,572 square meters of land, from March 1, 2013 to February 28, 2063. The Company recorded the prepayment of RMB 77,040,000 (US$12,450,000) as prepaid land lease. The prepaid lease is being amortized over the land use term of 50 years using the straight-line method.  The remaining prepayment of $10,378,572 and $10,820,258 is included in prepaid land lease in the consolidated balance sheets as of June 30, 2016 and 2016, respectively. The lease provides for renewal options.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

7.	LeaseS (CONTINUED)

 

On May 7, 2015, the Company obtained another “land use right” for 250,000 square meters of land, from May 7, 2015 to May 6, 2045. In addition, the Company also leased buildings on the land which includes cowsheds, an office building and a flat building. The lease period for these buildings is the same as the land. The Company recorded the prepayment of RMB 74,847,600 (US$12,058,000) as prepaid leases. The prepaid lease is being amortized over the lease term of 30 years using the straight-line method. The unamortized balance of $10,242,686 and $10,825,203 is included in prepaid leases in the consolidated balance sheets as of June 30, 2017 and June 30, 2016, respectively.

 

On May 14, 2015, the Company obtained another “land use right” to use 283,335 square meters of land, from May 14, 2015 to May 13, 2045. In addition, the Company also leased

all the constructions on the land which includes cowsheds at 42,100 square meters, an office building at 3,000 square meters and a flat building at 3,000 square meters. The lease period of all these constructions is the same as the land. The Company recorded the prepayment of RMB 111,887,500 (US$18,260,000) as prepaid lease. The prepaid lease is being amortized over the lease term of 30 years using the straight-line method. The remaining prepayment of $15,311,494 and $16,182,280 is included in prepaid lease in the consolidated balance sheets as of June 30, 2017 and 2016, respectively.

 

Rent expense charged to operations for the years ended June 30, 2017 and 2016 was $1,684,866 and $1,789,248, respectively.

 

8.	EMPLOYMENT AGREEMENTS

 

The Company had Employment Agreements with its executive officers and directors for a one year period with renewal options after expiration, with the current agreements expiring on June and August, 2017. For the years ended June 30, 2017 and 2016, compensation under these agreements was $276,343 and $187,000, respectively.

 

At June 30, 2017, the future commitment under these agreements is approximate $96,000.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

9.	Related party transactions

 

In July 2016 and April 2017, Xinhua Cattle contributed total net profit of $6,491,798 and $92,772, respectively, to Zhongxian Information and the 1% owned minority shareholder. The total represents the net profit of Xinhua Cattle for the years ended June 30, 2008 and 2007, January 2016 and February 2016.

 

In March 2015, Zhongxian Information and the Executive Chairman of the Company entered into a loan agreement pursuant to which the Executive Chairman provides a loan facility to Zhongxian Information, which is non-interest bearing and due on demand. The maximum amount of the loan is RMB 50,000,000 (US $7,845,000). The loans outstanding were $1,918,341 and $1,672,707 as of June 30, 2017 and 2016, respectively.

 

In 2012, CMCI issued 9,000,000 shares of common stock, valued at $0.34 per share, for a total of RMB 19,428,571 (US $3,060,000) to the shareholder of Yulong on behalf Zhongxian Information for the acquisition of Yulong. Zhongxian Information recorded the value of these shares as due to CMCI. China Dairy paid CMCI on June 29, 2016.

 

10.	Income taxes

 

The provision for income taxes consisted of the following for the years ended June 30:

 

			2017				2016
	Current		$	-			$	-
	Deferred			-				2,403,996
			$	-			$	2,403,996

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

10.	Income taxes (continued)

 

The following table reconciles the effective income tax rates with the statutory rates for the years ended June 30:

 

			2017				2016
	Statutory rate			25.00	%			25.00	%
	Allowance			0.08	%			0.32	%
	Other			(25.08	%)			1176.98	%
	Effective income tax rate			-				1202.30	%

 

The stock compensation of approximately $37,762,400 in the year ended June 30, 2016 would be deductible only to the U.S. parent company and accordingly, there is no deferred tax benefit to be recognized.

 

Deferred tax assets and liabilities are recognized for expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effects for the year in which the differences are expected to reverse.

 

The tax laws of China permit the carry forward of net operating losses for a period of five years. Undistributed earnings from Xinhua Cattle and Yulong are not taxable until such earnings are actually distributed to Jiasheng Consulting. A deferred tax liability was provided for the tax to be paid when these earnings are distributed. On September 16, 2015 due to the termination of VIE structure (Note 1), Jiasheng Consulting would not be taxable in the future undistributed earnings from Xinhua Cattle and Yulong under the Enterprise Income Tax Law that Chinese resident enterprise is an exemption of dividend income received from another Chinese resident enterprise.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

10.	Income taxes (continued)

 

Deferred tax assets (liabilities) are comprised of the following:

 

			June 30, 2017				June 30, 2016
	Net operating loss carryforwards		$	520,965			$	497,542
	Bargain purchase gain			(1,430,399	)			(1,430,399	)
	Undistributed earnings of subsidiaries under PRC law upon VIE structure terminated			(38,636,474	)			(39,446,504	)
				(39,545,908	)			(40,379,361	)
	Less valuation allowance			(520,965	)			(497,542	)
	Net deferred tax (liabilities)		$	(40,066,873	)		$	(40,876,903	)

 

At June 30, 2017 and 2016, Zhongxian Information had unused operating loss carry-forwards of approximately $2,084,000 and $1,990,000, respectively, expiring in various years through 2020. The Company has established a valuation allowance of approximately $521,000 and $498,000 against the deferred tax asset related to the net operating loss carry forward at June 30, 2017 and 2016, due to the uncertainty of realizing the benefit.

 

The Company’s tax filings are subject to examination by the tax authorities. The tax years from 2010 to 2016 remain open to examination by tax authorities in the PRC. The Company’s U.S. tax returns are subject to examination by the tax authorities for tax years 2014, 2015 and 2016. The year ended June 30, 2013 was examined by the Internal Revenue Service and resulted in no adjustment.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

11.	CONCENTRATION OF CREDIT RISK

 

Substantially all of the Company’s bank accounts are located in The People’s Republic of China and are not covered by protection similar to that provided by the FDIC on funds held in United States banks.

 

In November 2015, the Company entered milk sale agreement with another three customers and terminate the contracts with the original four customers. In February 2016, the Company entered into a new milk sale agreement with one customer after terminating the contract with the original customer.

 

Three customers accounted for approximately 98% and 72% of milk sales for the years ended June 30, 2017 and 2016, respectively. Three and four customers accounted for approximately 72% and 71% of accounts receivable at June 30, 2017 and 2016, respectively.

 

Ninety-two farmers and seventy-six farmers accounted for the notes receivable at June 30, 2017 and 2016, respectively.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

12.	Parent company only condensed financial information

 

The following is the condensed financial information of China Modern Agricultural Information, Inc. only, the US parent, balance sheets as of June 30, 2017 and 2016, statements of income for the years ended June 30, 2017 and 2016, and statements of cash flows for the years ended June 30, 2017 and 2016:

 

Condensed Balance Sheets

 

	ASSETS		June 30, 2017				June 30, 2016
	Cash		$	3,481,282			$	3,067,131
	Loan Receivable			-				-
	Investment in subsidiaries			109,159,064				90,778,893
	TOTAL ASSETS		$	112,640,346			$	93,846,024
	LIABILITIES AND stockholders’ EQUITY
	Stockholder loans		$	1,918,341			$	1,672,707
	Stockholders’ equity
	Common stock, $0.001 par value; 75,000,000 shares authorized; 53,100,000 shares issued and outstanding			53,100				53,100
	Additional paid-in capital			49,709,237				49,709,237
	Retained earnings			62,878,009				42,410,980
	TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	112,640,346				93,846,024

 

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

12.

Parent company only condensed financial information (CONTINUED)

 

Condensed Statements of Income

 

			For the years ended June 30,
			2017				2016
	Revenues
	Share of earnings from investment in subsidiaries		$	22,336,574			$	18,935,506
	Operating expenses
	General and administrative			178,000				37,781,000
	Net income (loss)		$	22,158,574			$	(18,845,494	)

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

12.

Parent company only condensed financial information (CONTINUED)

 

Condensed Statements of Cash Flows

 

			For the years ended June 30,
			2017				2016
	Cash flows from operating activities
	Net income (loss)		$	22,158,574			$	(18,845,494	)
	Adjustments to reconcile net income to net cash provided by (used in) operating activities
	Share of earnings from investment in subsidiaries and VIE			(22,336,574	)			(18,935,506	)
	Stock compensation for shareholder and consultants			-				37,781,000
	Decrease in loan receivable			-				3,208,151
	Increase in loan from shareholder			245,634
	Net cash provided by operating activities			67,634				3,208,151
	Bank interests income			7,627				-
	Effect of exchange rate changes on cash			338,890				(141,020	)
	Net change in cash			414,151				3,067,131
	Cash, beginning of period			3,067,131				-
	Cash, end of period		$	3,481,282			$	3,067,131

 

Basis of Presentation

 

The Company records its investment in its subsidiaries under the equity method of accounting. Such investments are presented as “Investment in subsidiaries” on the condensed balance sheets and the subsidiaries and VIE profits upon September 16, 2015 (the date of VIE structure dissolved - Note 1)) are presented as “Share of earnings from the investment in subsidiaries” in the condensed statements of income.

 

 

China Modern Agricultural Information, Inc.

and subsidiaries

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ended JUNE 30, 2017 AND 2016 (IN U.S. $)

 

12.

Parent company only condensed financial information (CONTINUED)

 

Basis of Presentation (continued)

 

Certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. The parent-only financial information has been derived from the Company’s consolidated financial statements and should be read in conjunction with the Company’s consolidated financial statements.

 

There were no cash transactions in the US parent company during the years ended June 30, 2017 and 2016.

 

Restricted Net Assets

 

Under PRC laws and regulations, the Company’s PRC subsidiaries are restricted in their ability to transfer certain of their net assets to the Company in the form of dividend payments, loans or advances. The restricted net assets of the Company’s PRC subsidiaries and amounted to $155,919,882 and $92,173,317 as of June 30, 2017 and 2016, respectively.

 

The Company’s operations and revenues are conducted and generated in the PRC, and all of the Company’s revenues being earned and currency received are denominated in RMB. RMB is subject to the foreign exchange control regulation in China, and, as a result, the Company may be unable to distribute any dividends outside of China due to PRC foreign exchange control regulations that restrict the Company’s ability to convert RMB into US Dollars.

 

Schedule I of Article 5-04 of Regulation S-X requires the condensed financial information of the parent company to be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the Company’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by its subsidiaries in the form of loans, advances or cash dividends without the consent of a third party. The condensed parent company only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the Company’s PRC subsidiaries exceed 25% of the consolidated net assets of the Company.

 

13.	Subsequent event

 

On June 29, 2017, Xinhua Cattle signed with Longing Xiandai Farm to purchase 4,000 adult cows at RMB 15,000 (approximately $2,211) each for a total price of RMB 60,000,000 (approximately $8,844,000). Xinhua Cattle fully paid the purchase consideration on July 3, 2017 and all the cows were delivered at the same day.

 

On August 28, 2017, Yulong Cattle signed with Mengniu to terminate fresh milk purchase agreement. The agreement will be effective in September 1, 2017.

 

 

PART IV

 

Item 15. EXHIBITS

 

(a) Exhibits

 

Exhibit Number		Description
31.1*		Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2+		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

*	Filed herewith
+	In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	CHINA MODERN AGRICULTURAL INFORMATION, INC.
Dated: October 2, 2017	By:	/s/ Youliang Wang
		Youliang Wang
		Chief Executive Officer  (Principal Executive Officer)
Dated: October 2, 2017	By:	/s/ Yanyan Liu
		Yanyan Liu
		Chief Financial Officer  (Principal Financial Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name		Title		Date
/s/ Enjia Liu		Chairman of the Board of Directors
Enjia Liu				October 2, 2017
/s/ Youliang Wang		Chief Executive Officer and Director
Youliang Wang		(Principal Executive Officer)		October 2, 2017
/s/ Yanqin Shan		Director
Youqin Shan				October 2, 2017
/s/ Yanyan Liu		Chief Financial Officer
Yanyan Liu		(Principal Financial Officer)		October 2, 2017

 

 

3