Delaware
|
20-8468508
|
(State
or other Jurisdiction of Incorporation or
|
(I.R.S.
Employer Identification No.)
|
Organization)
|
|
|
|
Yingu
Plaza, 9 Beisihuanxi Road, Suite 1708
|
|
Haidian
District, Beijing 100080 PRC
|
n/a
|
(Address
of Principal Executive Offices)
|
(zip
code)
|
Title
of Each Class
|
Name
of Each Exchange On Which Registered
|
|
N/A
|
N/A
|
|
|
Page
|
|
|
|
Item
1.
|
Business
|
4
|
|
|
|
Item
2.
|
Properties
|
27
|
|
|
|
Item
3.
|
Legal
Proceedings
|
27
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
28
|
|
|
|
Item
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
28
|
|
|
|
Item
6.
|
Selected
Financial Data
|
28
|
|
|
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
|
28
|
|
|
|
Item
7A.
|
Quantitative
and Qualitative Disclosure of Market Risk
|
38
|
|
|
|
Item
8.
|
Financial
Statements and Supplementary Data
|
41
|
|
|
|
Item
9.
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
|
69
|
|
|
|
Item
9A(T).
|
Controls
and Procedures
|
69
|
|
|
|
Item
9B.
|
Other
Information
|
72
|
|
|
|
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
72
|
|
|
|
Item
11.
|
Executive
Compensation
|
73
|
|
|
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
75
|
|
|
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director Independence
|
77
|
|
|
|
Item
14.
|
Principal
Accountant Fees and Services
|
80
|
|
|
|
Item
15.
|
Exhibits,
Financial Statements and Schedules
|
80
|
Shares of
Common
Stock
Underlying
Series A
Convertible
Preferred
Stock
purchased by
the investors
|
Market Price
of Common
Stock on the
date of sale of
the Series A
Preferred
Stock (1)
|
|
Conversion
Price (2)
|
|
Shares of
Common
Stock
Multiplied by
the Market
Price
|
|
Shares of
Common
Stock
Multiplied by
the Conversion
Price
|
|
Discount to
Selling
Shareholders
|
|||||||
3,500,000
|
$
|
2.00
|
$
|
2.00
|
$
|
7,000,000
|
$
|
7,000,000
|
$
|
0.00
|
Shares of
Common Stock
Underlying
Warrants
purchased by
investors
|
Market Price
on the date of
sale of the
Warrants (1)
|
Exercise Price
(2)
|
Shares of
Common Stock
Multiplied by
the Market
Price
|
Shares of
Common Stock
Multiplied by
the Exercise
Price
|
Discount to
selling
shareholders
|
|||||||||||
1,750,000
|
$
|
2.00
|
$
|
2.40
|
$
|
3,500,000
|
$
|
4,200,000
|
$
|
0.00
|
|
·
|
Large
Scale Contractor Relationships.
We
have contracts with major construction contractors which are constructing
key infrastructure, commercial and residential projects. Our sales
efforts
focus on large-scale projects and large customers which place large
recurring orders and present less credit risks to us. For the the
year ended June 30, 2008, our top ten customers’ sales accounted
for 58.20% of total sales; the largest three customers accounted
for
16.9%, 8.6% and 6.2% of total sales,
respectively.
|
|
·
|
Experienced
Management.
Management’s technological knowledge and business relationships gives us
the ability to secure major infrastructure projects, which provides
us
with leverage to acquire less sophisticated operators, increase production
volumes, and implement quality standards and environmentally sensitive
policies.
|
|
·
|
Innovation
Efforts.
We strive to produce the most technically and scientifically advanced
products to our customers and maintain close relationships with Tsinghua
University, Xi’an University of Architecture and Technology
and Beijing Dongfangjianyu Institute of Concrete Science &
Technology which assist us with our research and development activities.
As a result of our relationships with these universities and institute,
we
have realized an advantage over many of our competitors by gaining
access
to a wide array of resources and
knowledge.
|
|
·
|
Capacity
Expansion via Building New Plants.
We plan to add up to three additional plants within the next six
to
eighteen months in order to meet the requirements of existing contracts
and anticipated demand. We plan to add three more mixer stations
in 2009
and 2010 as part of our long-term expansion
plans.
|
|
·
|
Mergers
and Acquisitions.
We intend to capitalize on the challenges that smaller companies
are
encountering in our industry by acquiring complementary companies
at
favorable prices. We believe that buying rather than building capacity
is
an option that may be attractive to us if replacement costs are higher
than purchase prices. We are currently looking into acquiring smaller
concrete manufacturers in China as part of our expansion plans; further
information will be reported when key details have been confirmed.
No
Letters-of-Intent have been entered into or specific targets identified
at
this time.
|
|
·
|
Vertical
Integration.
We plan to acquire smaller companies within the construction industry,
develop more material recycling centers, and hire additional highly
qualified employees. In order to accomplish this, we may be required
to
offer additional equity or debt securities. Certain of the companies
we
may seek to acquire are suppliers of the raw materials we purchase
to
manufacture our products. If we do acquire such companies we will
have
greater control over our raw material
costs.
|
|
·
|
Supply
Chain Efficiencies and Scale.
We intend to streamline our supply chain process and leveraging our
economies of scale.
|
|
·
|
New
Product Offering.
We plan to produce a lightweight aggregate concrete for use in projects
and to expand product offerings to include pre-cast
concrete.
|
Common Industry Mixtures
(Customized to Project)
|
|
Industry Leading Mixtures
Highly Technical Blends
|
||
|
|
|
||
·
|
Ready-mixed
Concrete Blends: C10 to C100
|
|
·
|
Compound
Admixture Concrete
|
·
|
Controlled
Low-Strength Material (CLSM)
|
|
·
|
Lightweight
Aggregate Concrete
|
·
|
High-Strength
Concrete with Customized Fibers
|
|
·
|
Energy-saving
Phase change thermostat concrete
|
·
|
Soil
Cement, Unique Foundation Concrete
|
|
·
|
C100
High Performance Concrete
|
No.
|
Customer Name
|
% of Total
Sales
|
||
1
|
China Railway Construction Group,
Beijing South Station Branch
|
16.89%
|
||
2
|
China
Railway Construction Group, He Xie Jia Yuan Branch
|
8.62%
|
||
3
|
China
Construction Group, Bureau 8, Xia Hong Men Residential Project
R6R
|
6.24%
|
||
4
|
Beijing
Chong Jia Engineering Co., Ltd. - Jing Yu Chi Phase II
|
5.79%
|
||
5
|
Beijing
Great Wall Eng. Mo Shi Chang Residential
|
5.71%
|
||
6
|
Beijing
Xing Wang Bridge Construction Co., Ltd. - South Airport Jing Cheng
Highway
|
4.34%
|
||
7
|
China
Construction Group, Bureau 5, Zhong Hai Zi Yu Gong Guan
|
2.90%
|
||
8
|
China
Railway Construction Group, Bureau 6, Beijing Railway Construction,
South
Station Expansion Project
|
2.74%
|
||
9
|
Beijing
Tianrun Construction, Finance Street E7,E8
|
2.60%
|
||
10
|
Guangdong
Hang Jian Branch 3
|
2.38%
|
||
|
|
Total
|
|
58.20%
|
Client
|
|
Project Description
|
|
Contract Value
|
|
China State
Construction Engineering Corp.
|
|
Construction
of new CCTV site
|
|
$
|
3,966,114
|
Beijing
Railway Construction Company Ltd.
|
|
Construction
of Beijing-Tianjin Intercity Rail
|
|
$
|
6,492,000
|
Beijing
Railway Construction Company Ltd.
|
|
Construction
of Beijing South Railway Station (project ongoing)
|
|
$
|
4,293,113
|
China
State Construction Engineering Corp.
|
|
Construction
of Beijing Olympic Park Conference Center
|
|
$
|
1,402,236
|
Raw Material
|
|
Suppliers
|
Cement
|
|
Beijing
Jinyu Group Co., Ltd. Cement Branch and Beijing Xingang Cement Making
Co.,
Ltd.
|
Fly
ash
|
|
Beijing
Kunhaijiang Construction Material Supply Station and Beijing Xingda
Huanqiu Industry Trade Co., Ltd.
|
Slag
powder
|
|
Chengde
Jinyunda Trade Co., Ltd. and Tangshan Xintai Environmental Protected
Construction Material Co., Ltd.
|
Admixture
|
|
Xika(China)
Construction Material Co., Ltd. and Beijing Jiankai Waijiaji Co.,
Ltd.
|
Sand
|
|
Sanhe
Qibaihu Jianmin Shiliaochang
|
Gravel
|
|
Sanhe
Huangtuzhuang Xinda Shiliaochang and Sanhe Duanjialingzhen Lingtong
Shiliaocheng
|
|
·
|
Specification
For Mix Proportion Design of Ordinary Concrete
JGJ55-2000
|
|
·
|
Code
for Acceptance of Constructional Quality Of Concrete Structures GB
50204-2002
|
|
·
|
Applied
Technical Specification of Mineral Admixtures In Concrete
DBJ/T01-64-2002
|
|
·
|
Ready-Mixed
Concrete GB/T 14902-2003
|
|
·
|
Practice
Code for Application of Ready-Mixed Mortar DBJ
01-99-2005
|
|
·
|
Management
Specification of Quality for Ready-Mixed
Concrete
|
|
·
|
Technical
Requirement for Environmental Labeling Products Ready-Mixed Concrete
HJ/T412-2007
|
|
·
|
Technical
Code for Application of Mineral Admixture GBJXX-XX (in the approval
process)
|
|
·
|
Standard
For Inspection And Assessment of Strength Of Concrete GBJ107-XX (in
discussion)
|
|
·
|
Research
on Compound Admixture HPC; 3rd Class Award for China Building Materials
Science & Technology Progress.
|
|
·
|
Research
and Application of C100 HPC; 3rd Class Award for Beijing Science
&
Technology Progress.
|
|
·
|
Research
on pumping Light Aggregate Concrete; Innovation Award for China Building
Materials Science & Technology.
|
|
·
|
Research
and Application of Green (nontoxic) HPC; First Prize for Beijing
Science
& Technology Progress.
|
|
·
|
Construction
Technology of HPC for the Capital International
Airport
|
|
·
|
Research
on Production and Construction Technology of Phase Change Energy-saving
Thermostat Concrete and Mortar
|
|
·
|
Polycarboxylate
Series High Performance Water Reducing Agent Compositing
Technique
|
|
·
|
State
Swimming Center for Concrete Cracking Control
Technology
|
|
As of
June 30, 2008
|
|||
Functions
|
||||
|
||||
Executives
Management & Sales
|
34
|
|||
Technical
& Engineering Staff
|
24
|
|||
Production
Staff
|
33
|
|||
Administrative
Staff
|
34
|
|||
Drivers
& Heavy Equipment Operators
|
101
|
|||
Total
|
226
|
|
·
|
the
need for additional funding to construct additional manufacturing
facilities, which we may be unable to
obtain on reasonable terms or at
all;
|
|
·
|
delays
and cost overruns as a result of a number of factors, many of which
may be
beyond our control, such as
problems with equipment vendors and manufacturing services provided
by
third-party manufacturers or subcontractors;
|
|
·
|
our
receipt of any necessary government approvals or permits that may
be
required to expand our operations in
a timely manner or at all;
|
|
·
|
diversion
of significant management attention and other resources;
and
|
|
·
|
failure
to execute our expansion plan
effectively.
|
|
·
|
onsite
conditions that differ from those assumed in the original
bid;
|
|
·
|
delays
caused by weather conditions;
|
|
·
|
later
contract start dates than expected when we bid the
contract;
|
|
·
|
contract
modifications creating unanticipated costs not covered by change
orders;
|
|
·
|
changes
in availability, proximity and costs of materials, including steel,
concrete, aggregate and other construction
materials (such as stone, gravel and sand), as well as fuel and lubricants
for our equipment;
|
|
·
|
availability
and skill level of workers in the geographic location of a
project;
|
|
·
|
our
suppliers’ or subcontractors’ failure to
perform;
|
|
·
|
fraud
or theft committed by our
employees;
|
|
·
|
mechanical
problems with our machinery or
equipment;
|
|
·
|
citations
issued by governmental authorities
|
|
·
|
difficulties
in obtaining required governmental permits or
approvals;
|
|
·
|
changes
in applicable laws and regulations;
and
|
|
·
|
claims
or demands from third parties alleging damages arising from our work
or
from the project of which our
work is part.
|
|
·
|
investors’
perception of, and demand for, securities of Chinese-based companies
involved in construction supply or concrete
industries;
|
|
·
|
conditions
of the U.S. and other capital markets in which we may seek to raise
funds;
|
|
·
|
our
future results of operations, financial condition and cash flows;
and
|
|
·
|
economic,
political and other conditions in
China.
|
|
·
|
the
higher level of government
involvement;
|
|
·
|
the
early stage of development of the market-oriented sector of the
economy;
|
|
·
|
the
rapid growth rate;
|
|
·
|
the
higher level of control over foreign exchange;
and
|
|
·
|
the
allocation of resources.
|
|
High
|
Low
|
|||||
Fiscal Year 2008
|
|||||||
Fourth Quarter: 4/1/08 to 6/30/08
|
$
|
2.30
|
$
|
.30
|
|
Years Ended June 30,
|
||||||
|
2008
|
2007
|
|||||
Sales
revenue
|
$
|
27,565,044
|
$
|
21,082,534
|
|||
Cost
of sales
|
20,799,398
|
16,393,134
|
|||||
|
|
|
|||||
Gross
profit
|
6,765,646
|
4,689,400
|
|||||
|
|
|
|||||
Selling,
general and administrative expenses
|
1,946,541
|
1,273,415
|
|||||
Other
income, net
|
1,139,047
|
482,068
|
|||||
Income
before income taxes
|
5,958,152
|
3,898,053
|
|||||
Income
taxes
|
1,012,382
|
-
|
|||||
Net
income
|
$
|
4,945,770
|
$
|
3,898,053
|
|
Years Ended June 30,
|
||||||
|
2008
|
2007
|
|||||
As
a percentage of Revenue
|
|||||||
Sales
revenue
|
100
|
%
|
100
|
%
|
|||
Cost
of sales
|
75.46
|
%
|
77.76
|
%
|
|||
Gross
profit
|
24.54
|
%
|
22.24
|
%
|
|||
|
|
|
|||||
Selling,
general and administrative expenses
|
7.06
|
%
|
6.04
|
%
|
|||
Other
income, net
|
4.13
|
%
|
2.29
|
%
|
|||
Income
before income taxes
|
21.61
|
%
|
18.49
|
%
|
|||
Income
taxes
|
3.67
|
%
|
-
|
||||
|
|
|
|||||
Net
income
|
17.94
|
%
|
18.49
|
%
|
|
Years Ended
June30,
|
||||||
|
2008
|
2007
|
|||||
Net
cash provided by operating activities
|
$
|
5,110,924
|
$
|
2,833,576
|
|||
Net
cash used in investing activities
|
(8,701,026
|
)
|
(241,004
|
)
|
|||
Net
cash provided by (used in) financing activities
|
4,376,507
|
(1,608,605
|
)
|
||||
Effect
of foreign currency translation on cash and cash equivalents
|
(300,793
|
)
|
37,094
|
||||
Net
cash Flow
|
$
|
485,612
|
$
|
1,021,061
|
June
30,
|
June
30,
|
||||||
2008
|
2007
|
||||||
Loan
from Huaxia Bank, with effective annual interest rate of 8.59%, due
August
10, 2008, guaranteed by Company’s shareholder Mr. Han
Xianfu.
|
$
|
2,918,000
|
$
|
-
|
|||
Loan
from Huaxia Bank, with effective annual interest rate of 6.7275%,
due July
11, 2007, guaranteed by an unrelated company.
|
-
|
2,630,000
|
|||||
Loan
from Beijing Rural Commercial Bank, with effective annual interest
rate of
7.956%, due on August 20, 2007, guaranteed by a financing company
in
exchange for a fee of 2.5% of the face amount of the loan.
|
-
|
3,024,500
|
|||||
Loan
from unrelated company Beijing Hengxin Huaxing Auto Accessories Company,
with no interest, due upon demand, unsecured.
|
379,340
|
-
|
|||||
Loan
from unrelated company Beijing Hongda Huaxin Wujinjidian Company,
with no
interest, due upon demand, unsecured.
|
204,260
|
-
|
|||||
Loan
from unrelated company, Beijing Sigi Qingbaosan Cement Company, with
no
interest, due upon demand, unsecured
|
116,720
|
-
|
|||||
Loan
from unrelated individual Xia Hua Qing, with no interest, due on
demand,
no guarantee or collateral required.
|
128,392
|
-
|
|||||
Loan
from various employees, with effective annual interest rate of 20%,
due
upon demand, unsecured.
|
524,510
|
222,235
|
|||||
Total
short term loans
|
$
|
4,271,222
|
$
|
5,876,735
|
|
|
Payment due by period
|
||||||||||||||
|
Total
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than
5 years
|
|||||||||||
Long
term debt obligations
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
-
|
||||||||
Capital
commitment
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
Operating
lease obligations
|
618,025
|
372,293
|
245,732
|
-
|
-
|
|||||||||||
Purchase
obligations
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
Total
|
$
|
618,025
|
$
|
372,293
|
$
|
245,732
|
-
|
-
|
·
|
Persuasive
evidence of an arrangement exists (the Company considers its sales
contracts to be pervasive evidence of an
arrangement);
|
·
|
Delivery
has occurred or services have been rendered;
|
·
|
The
seller’s price to the buyer is fixed or determinable; and
|
·
|
Collectibility
of payment is reasonably assured.
|
·
|
Level
1 – inputs to the valuation methodology are quoted prices
(unadjusted) for identical assets or liabilities in active
markets.
|
·
|
Level
2 – inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets, and inputs that are observable
for the assets or liability, either directly or indirectly, for
substantially the full term of the financial
instruments.
|
·
|
Level
3 – inputs to the valuation methodology are unobservable and significant
to the fair value.
|
2008
|
2007
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
|
$
|
1,910,495
|
$
|
1,424,883
|
|||
Restricted
cash
|
913,092
|
-
|
|||||
Investments
|
61,767
|
69,209
|
|||||
Accounts
receivable, net of allowance for doubtful accounts of $224,924
and
$53,038,
respectively
|
9,365,486
|
12,388,484
|
|||||
Inventories
|
237,836
|
416,420
|
|||||
Other
receivables
|
505,968
|
1,227,622
|
|||||
Prepayment
|
3,240,394
|
512,874
|
|||||
Total
current assets
|
16,235,038
|
16,039,492
|
|||||
PLANT
AND EQUIPMENT, net
|
16,730,220
|
7,894,876
|
|||||
OTHER
ASSETS:
|
|||||||
Financing
cost
|
586,818
|
-
|
|||||
Accounts
receivable (non-current), net of allowance for doubtful accounts
of
$411,061
and $96,929, respectively
|
4,753,006
|
2,243,566
|
|||||
Total
other assets
|
5,339,824
|
2,243,566
|
|||||
Total
assets
|
$
|
38,305,082
|
$
|
26,177,934
|
|||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Accounts
payable
|
$
|
6,293,553
|
$
|
8,453,884
|
|||
Customer
deposits
|
165,434
|
-
|
|||||
Short
term loans
|
4,271,222
|
5,876,735
|
|||||
Other
payables
|
254,259
|
142,330
|
|||||
Other
payables - shareholder
|
880,302
|
-
|
|||||
Accrued
liabilities
|
145,207
|
208,093
|
|||||
Taxes
payable
|
1,073,237
|
661
|
|||||
Current
portion of contribution payable
|
-
|
750,000
|
|||||
Total
current liabilities
|
13,083,214
|
15,431,703
|
|||||
Contribution
payable
|
-
|
4,250,000
|
|||||
Redeemable
preferred stock ($0.001 par value, 875,000 and 0 shares
issued)
|
5,831,452
|
-
|
|||||
net
of discount of $1,168,548 and $0 at June 30, 2008 and 2007,
respectively
|
|||||||
Total
liabilities
|
18,914,666
|
19,681,703
|
|||||
COMMITMENTS
AND CONTINGENCIES
|
-
|
-
|
|||||
SHAREHOLDERS'
EQUITY:
|
|||||||
Preferred
stock $0.001 par value, 1,000,000 shares authorized, 875,000
redeemable
preferred shares issued and outstanding in 2008, and reported
in
liabilities above
|
-
|
-
|
|||||
Common
Stock, $0.001 par value, 74,000,000 shares authorized,
10,525,000 and
8,809,583 shares issued and outstanding,
respectively
|
10,525
|
8,810
|
|||||
Paid-in-capital
|
13,494,105
|
12,091,290
|
|||||
Contribution
receivable
|
(1,210,000
|
)
|
(13,470,100
|
)
|
|||
Deferred
Compensation
|
(27,708
|
)
|
-
|
||||
Retained
earnings
|
3,072,249
|
6,309,675
|
|||||
Statutory
reserves
|
1,452,779
|
896,634
|
|||||
Accumulated
other comprehensive income
|
2,598,466
|
659,922
|
|||||
Total
shareholders' equity
|
19,390,416
|
6,496,231
|
|||||
Total
liabilities and shareholders' equity
|
$
|
38,305,082
|
$
|
26,177,934
|
2008
|
2007
|
||||||
REVENUE
|
$
|
27,565,044
|
$
|
21,082,534
|
|||
COST
OF SALES
|
20,799,398
|
16,393,134
|
|||||
GROSS
PROFIT
|
6,765,646
|
4,689,400
|
|||||
SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES
|
1,946,541
|
1,273,415
|
|||||
INCOME
FROM OPERATIONS
|
4,819,105
|
3,415,985
|
|||||
OTHER
INCOME, NET
|
|||||||
Other
subsidy income
|
1,586,192
|
1,264,952
|
|||||
Non-operating
(expense) income, net
|
(79,312
|
)
|
14,494
|
||||
Interest
expense, net
|
(367,833
|
)
|
(797,378
|
)
|
|||
TOTAL
OTHER INCOME, NET
|
1,139,047
|
482,068
|
|||||
INCOME
BEFORE PROVISION FOR INCOME TAXES
|
5,958,152
|
3,898,053
|
|||||
PROVISION
FOR INCOME TAXES
|
1,012,382
|
-
|
|||||
NET
INCOME
|
4,945,770
|
3,898,053
|
|||||
OTHER
COMPREHENSIVE INCOME:
|
|||||||
Unrealized
(loss) gain from marketable securities
|
(12,482
|
)
|
8,523
|
||||
Foreign
currency translation adjustment
|
1,951,026
|
461,570
|
|||||
COMPREHENSIVE
INCOME
|
$
|
6,884,314
|
$
|
4,368,146
|
|||
EARNING
PER SHARE
|
|||||||
Basic
|
|||||||
Weighted
average number of shares
|
9,064,359
|
8,809,583
|
|||||
Earning
per share
|
$
|
0.55
|
$
|
0.44
|
|||
Diluted
|
|||||||
Weighted
average number of shares
|
9,255,616
|
8,809,583
|
|||||
Earning
per share
|
$
|
0.35
|
$
|
0.44
|
Series
A Preferred Stock
|
Common
stock
|
Additional
|
Retained
earnings
|
Accumulated
other
|
||||||||||||||||||||||||||||||
Number
|
Par
|
Number
|
Par
|
Paid-in
|
Contribution
|
Deferred
|
Statutory
|
comprehensive
|
||||||||||||||||||||||||||
of
shares
|
amount
|
of
shares
|
amount
|
capital
|
receivable
|
Compensation
|
Unrestricted
|
reserves
|
income
|
Total
|
||||||||||||||||||||||||
BALANCE,
June 30, 2006
|
-
|
$
|
-
|
8,809,583
|
$
|
8,810
|
$
|
12,091,290
|
$
|
(13,470,100
|
)
|
$
|
-
|
$
|
2,801,427
|
$
|
506,829
|
$
|
189,829
|
$
|
2,128,085
|
|||||||||||||
Adjustment
to statutory reserve
|
(389,805
|
)
|
389,805
|
-
|
||||||||||||||||||||||||||||||
Net
income
|
3,898,053
|
3,898,053
|
||||||||||||||||||||||||||||||||
Unrealized
gain on marketable securities
|
8,523
|
8,523
|
||||||||||||||||||||||||||||||||
Foreign
currency translation gain
|
461,570
|
461,570
|
||||||||||||||||||||||||||||||||
BALANCE,
June 30, 2007
|
-
|
$
|
-
|
8,809,583
|
$
|
8,810
|
$
|
12,091,290
|
$
|
(13,470,100
|
)
|
$
|
-
|
$
|
6,309,675
|
$
|
896,634
|
$
|
659,922
|
$
|
6,496,231
|
|||||||||||||
Shares
issued due to reorganization
|
1,690,417
|
1,690
|
(1,690
|
)
|
-
|
|||||||||||||||||||||||||||||
Shares
issued for services
|
25,000
|
25
|
33,225
|
(27,708
|
)
|
5,542
|
||||||||||||||||||||||||||||
Warrants
issued for services
|
169,345
|
169,345
|
||||||||||||||||||||||||||||||||
Contribution
receivable offset with distribution owed
|
7,260,000
|
(7,627,051
|
)
|
367,051
|
-
|
|||||||||||||||||||||||||||||
Capital
contribution received
|
5,000,100
|
5,000,100
|
||||||||||||||||||||||||||||||||
Fair
value of warrants issued with preferred stock
|
1,201,935
|
1,201,935
|
||||||||||||||||||||||||||||||||
Adjustment
to statutory reserve
|
(556,145
|
)
|
556,145
|
-
|
||||||||||||||||||||||||||||||
Net
income
|
4,945,770
|
4,945,770
|
||||||||||||||||||||||||||||||||
Unrealized
loss on marketable securities
|
(12,482
|
)
|
(12,482
|
)
|
||||||||||||||||||||||||||||||
Foreign
currency translation gain
|
1,583,975
|
1,583,975
|
||||||||||||||||||||||||||||||||
BALANCE,
June 30, 2008
|
-
|
$
|
-
|
10,525,000
|
$
|
10,525
|
$
|
13,494,105
|
$
|
(1,210,000
|
)
|
$
|
(27,708
|
)
|
$
|
3,072,249
|
$
|
1,452,779
|
$
|
2,598,466
|
$
|
19,390,416
|
2008
|
2007
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
income
|
$
|
4,945,770
|
$
|
3,898,053
|
|||
Adjustments
to reconcile net income to cash provided
by operating activities:
|
|||||||
Depreciation
|
1,178,745
|
1,091,740
|
|||||
Amortization
of discount on capital lease
|
-
|
121,834
|
|||||
Amortization
of financing cost
|
15,682
|
-
|
|||||
Amortization
of discount on convertible preferred stock
|
33,387
|
||||||
Loss
on disposal of equipment
|
-
|
7,638
|
|||||
Bad
debt expense, net of recovery
|
443,171
|
-
|
|||||
Warrants
issued for services
|
169,345
|
-
|
|||||
Amortization
of deferred compensation expense
|
5,542
|
-
|
|||||
Changes
in operating assets and liabilities
|
|||||||
Accounts
receivable
|
(4,831,494
|
)
|
(11,539,141
|
)
|
|||
Inventories
|
211,569
|
(141,789
|
)
|
||||
Other
receivables
|
1,109,454
|
345,625
|
|||||
Other
receivables - shareholders
|
-
|
96,068
|
|||||
Prepayment
|
(2,523,568
|
)
|
(498,652
|
)
|
|||
Accounts
payable
|
3,157,464
|
10,056,683
|
|||||
Customer
deposits
|
156,125
|
-
|
|||||
Other
payables
|
108,430
|
(474,761
|
)
|
||||
Accrued
liabilities
|
(80,851
|
)
|
(130,365
|
)
|
|||
Taxes
payable
|
1,012,153
|
643
|
|||||
Net
cash provided by operating activities
|
5,110,924
|
2,833,576
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Acquisition
of property, plant, and equipment
|
(8,701,026
|
)
|
(241,004
|
)
|
|||
Net
cash used in investing activities
|
(8,701,026
|
)
|
(241,004
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Borrowings
under short term loans
|
3,925,075
|
481,763
|
|||||
Principal
payments under short term loans
|
(5,906,096
|
)
|
-
|
||||
Restricted
cash
|
(913,092
|
)
|
-
|
||||
Proceeds
from issuance of redeemable preferred stock
|
6,397,500
|
-
|
|||||
Proceeds
from capital contribution
|
100
|
-
|
|||||
Proceeds
from advances by shareholder
|
873,020
|
-
|
|||||
Payments
on capital lease obligations
|
-
|
(2,090,368
|
)
|
||||
Net
cash provided by (used in) financing activities
|
4,376,507
|
(1,608,605
|
)
|
||||
EFFECTS
OF EXCHANGE RATE CHANGE IN CASH
|
(300,793
|
)
|
37,094
|
||||
INCREASE
IN CASH
|
485,612
|
1,021,061
|
|||||
CASH,
beginning of year
|
1,424,883
|
403,822
|
|||||
CASH,
end of year
|
$
|
1,910,495
|
$
|
1,424,883
|
·
|
Exclusive
Technical Consulting and Services Agreement, through which China-ACMH
will
provide exclusive technical consulting and services to Xin Ao for
an
annual fee in the amount of Xin Ao’s yearly net income after tax.
|
·
|
Equity
Pledge Agreement. Xin Ao’s shareholders pledged their rights, title and
equity interest in Xin Ao as security for China-ACMH to collect
technical
consulting and services fees provided to
China-ACMH.
|
·
|
Operating
Agreement, through which China-ACMH has exclusive authority of
all
decision-making of ongoing major operations, including establishing
compensation levels and hiring and firing of key personnel. In
order to
ensure Xin Ao’s normal operation, China-ACMH agrees to act as the
guarantor and provide full guarantee for Xin Ao in entering and
performing
contracts, agreements or transactions in association with Xin Ao’s
operation between Xin Ao and any other third parties. As a counter
guarantee, Xin Ao agrees to mortgage all of its assets including
receivables which have not been mortgaged to any third parties
at the
execution date of this agreement to
China-ACMH.
|
·
|
Power
of Attorney, signed by Xin Ao’s 100% shareholders Mr. Han Xianfu and Mr.
He Weili, which authorize the individuals appointed by China-ACMH
to
exercise all of their respective voting rights as a shareholder
at Xin
Ao’s shareholder meetings.
|
·
|
Option
Agreement, through which Xin Ao’s shareholders granted China-ACMH the
exclusive right and option to acquire all of their equity interests
in Xin
Ao.
|
·
|
Persuasive
evidence of an arrangement exists (the Company considers its sales
contracts to be pervasive evidence of an
arrangement);
|
·
|
Delivery
has occurred or services have been rendered;
|
·
|
The
seller’s price to the buyer is fixed or determinable; and
|
·
|
Collectibility
of payment is reasonably assured.
|
·
|
Cash
- Cash includes cash on hand and demand deposits in accounts maintained
with state owned banks within the People’s Republic of China. The Company
considers all highly liquid instruments purchased with original
maturities
of three months or less, and money market account, to be cash equivalents.
Total cash in these banks at June 30, 2008 and 2007 amounted to
$1,795,388
and $1,424,883, respectively, of which no deposits were covered
by
insurance. Also, as of June 30, 2008, the Company held $913,092
in
restricted cash in a corporate legal counsel’s trust account, in
accordance with an agreement with investors for the restricted
use of
preferred stock dividend and investor relation related expenses.
Nonperformance by these institutions could expose the Company to
losses
not covered by insurance. The Company has not experienced, nor
dose it
anticipate, nonperformance by the institutions.
|
·
|
Major
customers and suppliers - For the year ended June 30, 2008, one
customer
accounted for approximately 17% of the Company's sales and 16%
of the
Company’s accounts receivable as of June 30, 2008. For the year ended June
30, 2007, three customers accounted for approximately 40% of the
Company's
sales, and approximately 47% of the Company’s accounts receivable as of
June 30, 2007. For the year ended June 30, 2008, one supplier accounted
for approximately 26% of the Company’s purchases to this supplier as of
June 30, 2008. For the year ended June 30, 2007, four suppliers
accounted
for approximately 90% of the Company's purchases. These four suppliers
represent approximately 21% of the Company's total accounts payable
balance as of June 30, 2007.
|
·
|
Political
and economic risks - The Company's operations are carried out in
the PRC.
Accordingly, the Company's business, financial condition, and results
of
operations may be influenced by the political, economic, and legal
environments in the PRC, and by the general state of the PRC's
economy.
The Company's operations in the PRC are subject to specific considerations
and significant risks not typically associated with companies in
North
America and Western Europe. These include risks associated with,
among
others, the political, economic, and legal environments, and foreign
currency exchange. The Company's results may be adversely affected
by
changes in governmental policies with respect to laws and regulations,
anti-inflationary measures, currency conversion and remittance
abroad, and
rates and methods of taxation, among
others.
|
Useful
Life
|
||||
Transportation
equipment
|
10
years
|
|||
Plant
machinery
|
10
years
|
|||
Office
equipment
|
5
years
|
2008
|
2007
|
||||||
U.S.
statutory rates
|
34.0
|
%
|
34.0
|
%
|
|||
Foreign
income not recognized in U.S.
|
(34.0
|
)
|
(34.0
|
)
|
|||
China
income taxes
|
25.0
|
33.0
|
|||||
China
income tax exemption
|
(9.3
|
)
|
(33.0
|
)
|
|||
Effective
income tax rates
|
15.7
|
%
|
-
|
%
|
·
|
Level
1 — inputs to the valuation methodology are quoted prices (unadjusted)
for
identical assets or liabilities in active
markets.
|
·
|
Level
2 — inputs to the valuation methodology include quoted prices for
similar
assets and liabilities in active markets, and inputs that are
observable
for the assets or liability, either directly or indirectly, for
substantially the full term of the financial
instruments.
|
·
|
Level
3 — inputs to the valuation methodology are unobservable and significant
to the fair value.
|
June
30,
2008
|
June
30,
2007
|
||||||
Accounts
receivable, current
|
$
|
9,590,410
|
$
|
12,441,522
|
|||
Less:
allowance for doubtful accounts, current
|
(224,924
|
)
|
(53,038
|
)
|
|||
Net
accounts receivable, current
|
9,365,486
|
12,388,484
|
|||||
Accounts
receivable, non-current
|
5,164,067
|
2,340,495
|
|||||
Less:
allowance for doubtful accounts, non-current
|
(411,061
|
)
|
(96,929
|
)
|
|||
Net
accounts receivable, non-current
|
4,753,006
|
2,243,566
|
|||||
Total
accounts receivable, net
|
$
|
14,118,492
|
$
|
14,632,050
|
June
30, 2008
|
June
30, 2007
|
||||||
Transportation
equipment
|
$
|
13,298,674
|
$
|
4,293,503
|
|||
Capital
lease equipment
|
6,988,192
|
5,795,553
|
|||||
Plant
machinery
|
1,894,585
|
1,661,569
|
|||||
Office
equipment
|
43,057
|
37,861
|
|||||
Construction-
in-progress
|
295,033
|
198,565
|
|||||
Total
|
22,519,541
|
11,987,051
|
|||||
Less:
accumulated depreciation
|
(5,789,321
|
)
|
(4,092,175
|
)
|
|||
Plant
and equipments, net
|
$
|
16,730,220
|
$
|
7,894,876
|
June
30,
|
June
30,
|
||||||
2008
|
2007
|
||||||
Loan
from Huaxia Bank, with effective annual interest rate of 7.866%,
due
August 10, 2008, guaranteed by Company’s shareholder Mr. Han
Xianfu.
|
$
|
2,918,000
|
$
|
-
|
|||
Loan
from Huaxia Bank, with effective annual interest rate of 6.7275%,
due July
11, 2007, guaranteed by an unrelated company.
|
-
|
2,630,000
|
|||||
Loan
from Beijing Rural Commercial Bank, with effective annual interest
rate of
7.956%, due on August 20, 2007, guaranteed by a financing company
in
exchange for a fee of 2.5% of the face amount of the loan.
|
-
|
3,024,500
|
|||||
Loan
from unrelated company Beijing Hengxin Huaxing Auto Accessories
Company,
with no interest, due upon demand, unsecured.
|
379,340
|
-
|
|||||
Loan
from unrelated company Beijing Hongda Huaxin Wujinjidian Company,
with no
interest, due upon demand, unsecured.
|
204,260
|
-
|
|||||
Loan
from unrelated company, Beijing Sigi Qingbaosan Cement Company,
with no
interest, due upon demand, unsecured.
|
116,720
|
-
|
|||||
Loan
from unrelated individual Xia Hua Qing, with no interest, due
on demand,
no guarantee or collateral required.
|
128,392
|
-
|
|||||
Loan
from various employees, with effective annual interest rate of
20%, due
upon demand, unsecured.
|
524,510
|
222,235
|
|||||
Total
short term loans
|
$
|
4,271,222
|
$
|
5,876,735
|
June
30, 2008
|
June
30, 2007
|
||||||
Han
Xianfu, shareholder
|
$
|
450,550
|
$
|
-
|
|||
He
Weili, shareholder
|
429,752
|
-
|
|||||
Total
other payable – shareholder
|
$
|
880,302
|
$
|
-
|
June
30, 2008
|
June
30, 2007
|
||||||
Income
taxes payable
|
$
|
1,072,747
|
$
|
-
|
|||
Other
|
490
|
661
|
|||||
Total
taxes payable
|
$
|
1,073,237
|
$
|
661
|
Outstanding
Warrants
|
Exercisable
Warrants
|
||||||||||||
Exercise
Price
|
Number
|
Average
Remaining
Contractual
Life
|
Average
Exercise
Price
|
Number
|
|||||||||
$2.40
|
875,000
|
4.95 years
|
$
|
2.40
|
875,000
|
||||||||
$2.40
|
122,500
|
4.95 years
|
$
|
2.40
|
122,500
|
||||||||
Total
|
997,500
|
997,500
|
Outstanding
as of June 30, 2007
|
-
|
|||
Granted
|
997,500
|
|||
Forfeited
|
-
|
|||
Exercised
|
-
|
|||
Outstanding
as of June 30, 2008
|
997,500
|
Xin
Ao
|
CHINA-AC
MH
|
BVI-ACM
|
Total
|
||||||||||
Balance
at June 30, 2007
|
$
|
8,470,000
|
$
|
5,000,000
|
$
|
100
|
$
|
13,470,100
|
|||||
Less:
contribution received
|
(7,260,000
|
)
|
(5,000,000
|
)
|
(100
|
)
|
(12,260,100
|
)
|
|||||
Balance
at June 30, 2008
|
$
|
1,210,000
|
$
|
-
|
$
|
-
|
$
|
1,210,000
|
Basic
earning per share
|
2008
|
2007
|
|||||
Net
income
|
$
|
4,945,770
|
$
|
3,898,053
|
|||
Weighted
shares outstanding-Basic
|
9,064,359
|
8,809,583
|
|||||
Earnings
per share-Basic
|
$
|
0.55
|
$
|
0.44
|
|||
Diluted
earning per share
|
|||||||
Net
income
|
$
|
4,945,770
|
$
|
3,898,053
|
|||
Subtract:
loan issuance cost
|
586,818
|
-
|
|||||
Subtract:
Unamortized discount on convertible notes
|
1,168,548
|
-
|
|||||
Add:
Interest expense
|
34,461
|
-
|
|||||
Net
income for diluted EPS
|
$
|
3,224,865
|
$
|
$3,898,053
|
|||
Weighted
shares outstanding-Basic
|
9,064,359
|
8,809,583
|
|||||
Effect
of diluted securities-Warrants
|
191,257
|
-
|
|||||
Weighted
shares outstanding-Diluted
|
9,255,616
|
8,809,583
|
|||||
Earning
per share-Diluted
|
$
|
0.35
|
0.44
|
Year
ended June 30,
|
Amount
|
|||
2009
|
$
|
372,293
|
||
2010
|
196,586
|
|||
2011
|
49,146
|
|||
2012
|
-
|
|||
2013
|
-
|
|||
Thereafter
|
-
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Xianfu
Han
|
|
50
|
|
Chairman, CEO,
and Interim CFO
|
Weili
He
|
|
52
|
|
Chief
Operating Officer and Vice Chairman
|
Xiangsheng
Xu
|
|
47
|
|
President,
Director
|
|
(a)
|
our
principal executive officer;
|
|
(b)
|
each
of our two most highly compensated executive officers who were serving
as
executive officers at the end of the years ended June 30, 2008 and
2007;
and
|
|
|
|
|
(c)
|
up
to two additional individuals for whom disclosure would have been
provided
under (b) but for the fact that the individual was not serving as
our
executive officer at the end of the years ended June 30, 2008 and
2007,
|
Name and
Principal
Position
|
Year
Ended
June 30
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
Earnings
($)
|
Non-
Qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||
Brandi
Iannelli,
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||
CEO,
CFO and Director (1)
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||
Xianfu
Han,
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||
Chairman
and CEO (2)
|
2008
|
110,719
|
67,620
|
0
|
0
|
0
|
0
|
0
|
178,339
|
(1)
|
On
April 29, 2008, we acquired BVI-ACM in a reverse acquisition transaction
that was structured as a share exchange and in connection with that
transaction, Brandi Iannelli tendered her resignation as a director
and
from all offices she held in our Company effective immediately.
|
(2)
|
In
connection with the reverse acquisition of BVI-ACM on April 29, 2008,
Mr.
Han was elected as our Chairman and Chief Executive Officer effective
immediately.
|
|
Number of Shares
Beneficially Owned (1)
|
Percentage (2)
|
|||||
Name
and Address of Beneficial Owner
|
|||||||
Executive
Officers and Directors
|
|||||||
Xianfu
Han (3)
Chairman
and CEO
|
5,285,750
|
50.22
|
%
|
||||
Weile
He(4)
Vice-Chairman
and COO
|
3,523,833
|
33.48
|
%
|
||||
Xiangsheng
Xu
President
and Director
|
0 | 0 | % | ||||
All
officers and directors as a group (3 people)
|
8,809,583
|
83.30
|
%
|
||||
Over
5% Beneficial Owners
|
|||||||
Xianfu
Han (3)
Yingu
Plaza 9
Beishuanxi
Road
Suite
1708, Haidan District
Beijing
100080
PRC
|
5,285,750
|
50.22
|
%
|
||||
Weile
He(4)
Yingu
Plaza 9
Beishuanxi
Road
Suite
1708, Haidan District
Beijing
100080
PRC
|
3,523,833
|
33.48
|
%
|
||||
Professional
Offshore Opportunity Fund LTD (5)
|
1,875,000
|
15.12
|
%
|
||||
Whitebox
Intermarket Partners LP (6)
|
750,000
|
6.65
|
%
|
(1) |
Under
rules adopted by the Securities and Exchange Commission, a person
is
deemed to be a beneficial owner of securities with respect to which
the
person has or shares: (a) voting power, which includes the power to
vote or direct the vote of the security, or (b) investment power,
which includes the power to dispose of or to direct the disposition
of the
security. Unless otherwise indicated below, the persons named in
the table
above have sole voting and investment power with respect to all shares
beneficially owned.
|
(2) |
As
of September 29, 2008, there were 10,525,000 shares of our common
stock
outstanding.
|
(3) |
On
June 11, 2008, Mr. Han entered into a Securities Escrow Agreement
by and
among the investors to the private placement that closed on June
11, 2008
and American Stock Transfer & Trust Company, or AST, whereby 2,100,000
shares of the Company’s common stock owned by Mr. Han were placed into
escrow, with AST appointed as the escrow agent. The 2,100,000 shares
were
thereafter transferred into the name of AST and are to be held in
escrow
and released to Mr. Han if the Company does, or to the investors
if the
Company does not, meet certain performance milestones described in
the
Securities Escrow Agreement. Mr. Han maintains voting power over
all
2,100,000 shares until such time as any such shares are transferred
to the
investors, at which time, such transferred shares will be beneficially
owned by such investors.
|
(4) |
On
June 11, 2008, Mr. He entered into a Securities Escrow Agreement
by and
among the investors to the private placement that closed on June
11, 2008
and American Stock Transfer & Trust Company, or AST, whereby 1,400,000
shares of the Company’s common stock owned by Mr. He were placed into
escrow, with AST appointed as the escrow agent. The 1,400,000 shares
were
thereafter transferred into the name of AST and are to be held in
escrow
and released to Mr. He if the Company does, or to the investors if
the
Company does not, meet certain performance milestones described in
the
Securities Escrow Agreement. Mr. He maintains voting power over all
1,400,000 shares until such time as any such shares are transferred
to the
investors, at which time, such transferred shares will be beneficially
owned by such investors.
|
(5) |
Includes
625,000 shares of common stock that are exercisable upon exercise
of
common stock purchase warrants. Howard Berger and Mark Swickle have
voting
and investment power over the securities held by Professional Offshore
Opportunity Fund LTD.
|
(6) |
Includes
250,000 shares of common stock that are exercisable upon exercise
of
common stock purchase warrants. Andrew J. Redleaf is the managing
member
the general partner of Whitebox Intermarket Partners LP and has voting
and
investment power over the securities held by Whitebox Intermarket
Partners
LP.
|
·
|
Exclusive
Technical Consulting and Services Agreement – through which China-ACMH
will provide exclusive technical consulting and services to Xin Ao
for an
annual fee in an amount equal to Xin Ao’s yearly net income,
|
·
|
Operating
Agreement – through which China-ACMH has exclusive authority over all
decision-making of ongoing major operations, including establishing
compensation levels and hiring and firing of key personnel. In order
to
ensure Xin Ao’s normal operation, China-ACMH agrees to act as the
guarantor and provide full guarantee for Xin Ao in entering and performing
contracts, agreements or transactions in association with Xin Ao’s
operation between Xin Ao and any other third parties. As a counter
guarantee, Xin Ao agrees to mortgage all of its assets including
receivables which have not been mortgaged to any third parties at
the
execution date of this agreement to China-ACMH.
|
·
|
Equity
Pledge Agreement – through which Xin Ao’s Shareholders have pledged their
rights, title and equity interest in Xin Ao as security for China-ACMH
to
collect technical consulting and services fees provided to China-ACMH.
|
·
|
Option
Agreement – through which Xin Ao’s shareholders have granted China-ACMH
the exclusive right and option to acquire all of their equity interests
in
Xin Ao The option agreement is intended to further reinforce China-ACMH’s
rights to control and operate Xin
Ao.
|
·
|
Power
of Attorney – signed by Xin Ao’s 100% shareholders Mr. Han Xianfu and Mr.
He Weili, which authorize the individuals appointed by China-ACMH
to
exercise all of their respective voting rights as a shareholder at
Xin
Ao’s shareholder meetings
|
· |
the
impact on a director’s independence in the event the related person is a
director, immediate family member
of a director or an entity with which a director is
affiliated;
|
· |
the
terms of the transaction;
|
· |
the
availability of other sources for comparable services or products;
and
|
· |
the
terms available to or from, as the case may be, unrelated third
parties or
to or from our employees
generally.
|
|
Years Ended
|
||||||
|
June 30, 2008
|
June 30, 2007
|
|||||
Audit
Fees
|
$ |
100,000
|
$ |
110,000
|
|||
Audit
Related Fees
|
0
|
0
|
|||||
Tax
Fees
|
0
|
0
|
|||||
All
Other Fees
|
0
|
0
|
|||||
Total
|
$ |
100,000
|
$ |
110,000
|
(a)
|
Financial
Statements
|
|
|
|
|
(1)
|
Financial
statements for our company are listed in the index under Item 8 of
this
document
|
|
|
|
|
(2)
|
All
financial statement schedules are omitted because they are not applicable,
not material or the required information is shown in the financial
statements or notes thereto.
|
|
|
|
|
(b)
|
Exhibits
|
Exhibit
|
|
|
|
Filed
|
|
|
Index
|
|
Description of Document
|
|
Herewith
|
|
Incorporated by Reference To:
|
|
|
|
|
|
|
|
2.1
|
|
Share
Exchange Agreement by and among TJS Wood Flooring, Inc.; Xin Ao
Construction Materials, Inc.; and each of the equity owners of Xin
Ao
Construction Materials, Inc. Shareholders, dated April 29,
2008
|
|
|
|
Exhibit
2.1 to the Registrant’s Current Report on Form 8-K filed on May 5,
2008.
|
|
|
|
|
|
|
|
3.1
|
|
Articles
of Incorporation of the Registrant as filed with the Secretary of
State of
Delaware on
February 13, 2007, as amended to date.
|
|
|
|
Exhibits
3.1 and 3.1a to the Registrant’s Registration Statement on Form SB-2 filed
on March 26, 2007.
|
|
|
|
|
|
|
|
3.2
|
|
Amended
and Restated Bylaws of the registrant.
|
|
|
|
Exhibit
3.2 to the Registrant’s Registration Statement on Form SB-2 filed on March
26, 2007.
|
|
|
|
|
|
|
|
4.1
|
|
Certificate
of Designation for Series A Convertible Preferred Stock
|
|
|
|
Exhibit
4.1 to the Registrant’s Current Report on Form 8-K filed on June 13,
2008.
|
|
|
|
|
|
|
|
4.2
|
|
Lock-Up
Agreement amongst Registrant, Xianfu Han and Weili He dated June
11,
2008
|
|
|
|
Exhibit
4.2 to the Registrant’s Current Report on Form 8-K filed on June 13,
2008.
|
|
|
|
|
|
|
|
10.1
|
|
Employment
Agreement with Xiangsheng Xu
|
|
|
|
Exhibit
10.1 to the Registrant’s Current Report on Form 8-K filed on May 5,
2008.
|
|
|
|
|
|
|
|
10.2
|
|
Employment
Agreement with Weili He
|
|
|
|
Exhibit
10.2 to the Registrant’s Current Report on Form 8-K filed on May 5,
2008.
|
|
|
|
|
|
|
|
10.3
|
|
Employment
Agreement with Xianfu Han
|
|
|
|
Exhibit
10.3 to the Registrant’s Current Report on Form 8-K filed on May 5,
2008.
|
|
|
|
|
|
|
|
10.4
|
|
Employment
Agreement with Alex Yao
|
|
|
|
Exhibit
10.1 to the Registrant’s Current Report on Form 8-K filed on May 7,
2008.
|
|
|
|
|
|
|
|
10.5
|
|
Subscription
Escrow Agreement between the Registrant, Maxim Group, LLC and American
Stock Transfer & Trust Company as Escrow Agent dated June 11,
2008.
|
|
|
|
Exhibit
10.1 to the Registrant’s Current Report on Form 8-K filed on June 13,
2008.
|
|
|
|
|
|
|
|
10.6
|
|
Make
Good Escrow Agreement by and among the Registrant, the Investors,
the
Investor Representative, Xianfu Han and Weili He, and American Stock
Transfer & Trust Company as Escrow Agent, dated June 11,
2008
|
|
|
|
Exhibit
10.2 to the Registrant’s Current Report on Form 8-K filed on June 13,
2008.
|
10.7
|
|
Form
of Common Stock Purchase Warrant
|
|
|
Exhibit
10.3 to the Registrant’s Current Report on Form 8-K filed on June 13,
2008.
|
|
|
|
|
|
|
|
|
10.8
|
|
Form
of Placement Agent Stock Purchase Warrant
|
|
|
Exhibit
10.4 to the Registrant’s Current Report on Form 8-K filed on June 13,
2008.
|
|
|
|
|
|
|
|
|
10.9
|
|
Escrow
Agreement for IR and Dividends by and among the Registrant, the Investor
Representative, Maxim Group, LLC and Anslow + Jaclin, LLP as Escrow
Agent
|
|
|
Exhibit
10.5 to the Registrant’s Current Report on Form 8-K filed on June 13,
2008.
|
|
|
|
|
|
|
|
|
31.1
|
|
Section
302 Certification
|
ü
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Section
906 Certification
|
ü
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Xianfu Han
|
|
Xianfu
Han
Prinicipal
Executive Officer and
Interim
Principal Financial and
Accounting
Officer
|
Signature
|
|
Title
|
Date
|
|
/s/
Xianfu Han
|
|
Chief
Executive Officer and Chairman of
|
September
29, 2008
|
|
Xianfu
Han
|
|
the
Board (Principal Executive Officer and Interim Principal Financial
and
Accounting Officer)
|
||
|
|
|
||
/s/Weili
He
|
|
Vice
Chairman and Chief Operating Officer
|
September
29, 2008
|
|
Weili
He
|
|
|
||
|
|
|
||
/s/Xiangsheng
Xu
|
|
President
and Director
|
September
29, 2008
|
|
Xiangsheng
Xu
|
|
|