Nevada
|
|
87-0430322
|
(State
or other Jurisdiction of
Incorporation
or Organization)
|
(IRS
Employer
ID
Number)
|
Page
No.
|
||
PART
I
|
||
Item
1.
|
Description
of Business
|
4
|
|
Risk
Factors
|
19
|
Item
2.
|
Properties
|
27
|
Item
3.
|
Legal
Proceedings
|
27
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
27
|
PART
II
|
||
Item
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
27
|
Item
6.
|
Management’s
Discussion and Analysis or
Plan of Operation and Results of Operations
|
29
|
Item
73
|
Financial
Statements and Supplementary Data
|
40
|
PART
III
|
||
Item
8.
|
Changes
In And Disagreements With Accountants On Accounting And Financial
Disclosures
|
40
|
Item 8A(T).
|
Controls
and Procedures
|
40
|
Item
8B.
|
Other
Information
|
41
|
Item
9.
|
Directors,
Executive Officers and Corporate Governance
|
42
|
Item
10.
|
Executive
Compensation
|
47
|
Item
11.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
47
|
Item
12.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
47
|
Item
13.
|
Exhibits
|
49
|
Item
14.
|
Principal
Accountant Fees and Services
|
50
|
Export
Country
|
2007
Revenues
|
|||
Malaysia
|
93,016,227
RMB
|
|||
United
Kingdom
|
540,364
RMB
|
|||
Hong
Kong
|
319,064
RMB,
|
|||
United
Arab Emirates
|
46,215
RMB
|
|||
United
States
|
45,884
RMB
|
|||
Russia
|
20,160
RMB
|
|||
Sweden
|
4,458
RMB
|
|||
Ireland
|
3,346
RMB
|
Product
Name
|
Treatment
Applications
|
Main
Component
|
||
Ofloxacin
Eye Drops
|
Conjunctivitis,
keratitis
|
Ofloxacin
|
||
Ribavirin
Nasal Drops
|
Influenza
|
Ribavirin
|
||
Econazole
Nitrate Suppositories
|
Colpitis
(inflammation of the vagina)
|
Econazole
Nitrate
|
||
Qianliming
Nasal Drops
|
Coryza
(head cold)
|
Ethyl
ester hydroxybenzene, etc.
|
||
Terbinafine
Hydrochloride Liquor
|
Tinea
(scalp ringworm)
|
Terbinafine
Hydrochloride
|
||
Compound
Camphor Cream
|
Eczema,
dermatitis, etc.
|
Camphor,
menthol, methyl salicylate
|
||
Terbinafine
Hydrochloride Cream
|
Tinea
(scalp ringworm)
|
Terbinafine
Hydrochloride
|
||
Sulfasalazine
Suppositories
|
Colonitis
|
Sulfasalazine
|
|
Revenue
in 2007
|
||||||
Product
Category
|
Approx.
Amount
(U.S.$)
|
Approx.
%
of Revenue
|
|||||
Sprays
|
$
|
8,742,088
|
18
|
%
|
|||
Patches
|
1,402,736
|
3
|
%
|
||||
Ointments
|
3,209,732
|
7
|
%
|
||||
Liquids,
Creams and Powders
|
1,704,979
|
3
|
%
|
||||
Miscellaneous
Health and Beauty and Products Manufactured by others (43
items)
|
34,198,773
|
69 | % | ||||
Total
Gross Sales From
Above Categories
|
$
|
49,258,308
|
100
|
%
|
Testing
Kits Name
|
Clinical
Experiment and Status
|
Application
Area
|
Patent
or
Intellectual
Property (IP)
|
|||
AIDS
Early Examination Kit
|
Completed
clinical testing; application for manufacturing certificate
submitted.
|
Early
stage diagnosis for AIDS
|
Method
of Anti-body preparation is our IP.
|
|||
Carcinoma
Cervix Early Examination Kit
|
Research
completed and application for manufacturing certificate
submitted.
|
Early
stage diagnosis for Carcinoma Cervix
|
Anti-body
preparation is our IP.
|
|||
Breast
Cancer Early Examination Kit
|
Research
on product formula completed; and application for production permit
submitted.
|
Early
stage diagnosis for Breast Cancer.
|
Anti-body
preparation is our IP.
|
|||
Liver
Cancer Early Examination Kit
|
Research
on product formula completed; clinical experiment in
process.
|
Early
stage diagnosis for Liver Cancer.
|
Anti-body
preparation is our IP.
|
|||
Rectal
Cancer Early Examination Kit
|
Research
on product formula completed; clinical experiment in
process.
|
Early
stage diagnosis for Rectal Cancer.
|
Anti-body
preparation is our IP.
|
|||
Stomach
Cancer Early Examination Kit
|
Product
research completed; clinical experiment in process.
|
Early
stage diagnosis for Stomach Cancer.
|
Anti-body
preparation is our IP.
|
|||
Multi-tumor
Marker Protein Chip Assay Kit
|
Product
research in process.
|
Early
stage diagnosis for multiple cancers.
|
Anti-body
preparation is our IP.
|
|||
New
Endostatin
|
Toxicology
test, teratogenicity test and quality standard completed; product
research
in process.
|
Early
stage diagnosis for cancer.
|
Anti-body
preparation is our IP.
|
·
|
our
need to raise substantial additional capital to fund our stem cell
R&D
project over the next two or more years, through borrowings, the
sale of
equity or from income from operations, which, if not obtained on
a timely
basis, the could severely compromise this project and our rights,
|
·
|
our
continued compliance with laws and requirements of the PRC and reliance
on
a license from the PRC government to engage in these research and
business
operations in northeast China on an exclusive basis,
|
· | the developing nature of stem cell banking and research, and numerous technical and development challenges, including issues pertaining to the long-term viability of cryogenically frozen cord blood, and |
·
|
our
reliance on the efforts of management, in particular Liu Yan-Qing,
our
President to continue to manage our stem sell research.
|
·
|
Package
foil bag design patent of Sumei slim patch, registered December 4,
2001;
|
·
|
Package
box design patent for all TCM products, registered December 4,
2001;
|
·
|
Arts
and crafts patent of Human Urinary Albumin Elisa Kit, registered
August
24, 2004;
|
·
|
Arts
and crafts patent of Sumei slim patch, registered in
2001;
|
·
|
Arts
and crafts design patent of myocardial infarction testing kit, registered
March 16, 2004;
|
·
|
Arts
and crafts patent of Suning cough removing patch, initially registered
December 4, 2001; and
|
·
|
Endothelin-1
patent relating to anti-tumor technology (application for public
instruction made), registered October 4, 2006;
|
·
|
High
Technology products certificates by Heilongjiang High Technology
Products
Committee covering the following
products:
|
·
|
The
Coryza Spray;
|
·
|
Dermatitis
Spray;
|
·
|
Pharyngitis
Spray;
|
·
|
Tinea
Pedis spray;
|
·
|
Gonorrhea
Cleaning Spray;
|
·
|
Wart-removing
liquid;
|
·
|
Sumei
Slim patch;
|
·
|
Suning
Cough removing patch; and
|
·
|
Psoriasis
Spray.
|
·
|
National
Class Torch Project (pertaining to the Sumei slim
patch);
|
·
|
Excellence
Products Award for Human Urinary Albumin Elisa Kit by The 6th New
&
High Technology Fruits Fair Shen Zhen and National Commercial
Department;
|
·
|
100
important pre-phase projects in Heilongjiang Province covering various
medical diagnostics kits;
|
·
|
Material
Medical Technology Research and Development Company (by Heilongjiang
provincial Science and Technology Bureau);
and
|
·
|
High
Technology Industrialized Base of Medical Area, by Heilongjiang Provincial
Development and Reform Committee (March of
2006).
|
Company |
Number
of
Employees
|
|||
TDR
(includes Harbin Biotech)
|
1,269*
|
|||
Harbin
Bio-Engineering
|
174
|
|||
TOTAL:
|
1,443
|
Type
of Job
|
Number
of Employees
|
|||
Executives
and Managers
|
26
|
|||
Production
and clerical
|
170
|
|||
Sales
and Marketing
|
1,222
|
|||
Research
and Development, Technology
|
25
|
|||
TOTAL:
|
1,443
|
·
|
obtaining
regulatory approval for our products and conducting research and
development to successfully develop our stem cell and other
technologies,
|
·
|
filing
and prosecuting patent applications and defending and assessing patents
to
protect our technologies,
|
·
|
retaining
qualified employees, particularly in light of intense competition
for
qualified scientists,
|
·
|
manufacturing
products ourselves or through third
parties,
|
·
|
marketing
our products, either through building our own sales and distribution
capabilities or relying on third parties, and
|
·
|
acquiring
new technologies, licenses or
products.
|
·
|
100,000
shares of common stock issuable upon exercise of warrants at $3.00
per
share, issued to American
Eastern Securities, Inc. and its assigns, and expiring on March 31,
2008,
as
partial consideration for acting as placement agent in connection
with the
foregoing offering in October of 2006 and if these warrants are fully
exercised
(which we have been informally advised will occur),
warrants to purchase an additional 50,000 shares of common stock
will be
issued to American Eastern Securities, Inc. (and its assigns), exercisable
at $3.50 per share and expiring on October 10,
2008,
|
·
|
1,500,000
shares of common stock issuable upon exercise of warrants at $2.00
per
share, issued to American
Eastern Group, Inc.
as
partial consideration for consulting and investment banking services,
and
to various other advisors in connection with our reverse merger in
October
2006, all of which expire July 31, 2009,
|
·
|
239,165
shares of common stock issuable upon exercise of remaining warrants
at
$3.50 per share (originally, 500,000 warrants, many of which have
been
exercised), expiring October 10, 2008, issued to certain investors
in our
private offering of securities in October of 2006,
and
|
·
|
Class
A Warrants to purchase 750,000 additional shares of common stock,
at an
exercise price of $12.50 per share, issued to investors in connection
with
our private offering in January 2008, exercisable between July 31,
2008
and July 31, 2011.
|
·
|
The
right to receive additional shares from us in the event that we issue
shares (or convertible securities or warrants convertible into or
exercisable for common stock) prior to January 31, 2009 at per share
price
(or conversion or exercise price) of less than $10.00, in such amount
so
as to reduce the average price paid by such shareholder to the price
per
share being paid by the new investors,
|
·
|
The
right to receive up to 3,000,000 shares deposited into escrow by
our
principal shareholder, in the event that the Company fails to attain
Earnings Per Share, as adjusted of at least (i) $1.05 per share for
fiscal
year ended December 31, 2007 based on fully diluted shares outstanding
before the January 2008 offering (an aggregate of 13,907,696), and/or
(ii)
$1.75 per share for fiscal year ending December 31, 2008 based on
fully
diluted shares outstanding after the January 2008 Offering (an aggregate
of 16,907,696 shares). While the Company has satisfied the criterion
of
(i) above for 2007, no assurance can be made that we will satisfy
our
earnings goal next year.
|
|
Year
Ended December 31, 2007
|
Year
Ended December 31, 2006
|
|||||||||||
|
High
|
Low
|
High
|
Low
|
|||||||||
1st
Quarter
|
$
|
10.00
|
$
|
7.00
|
$
|
5.50
|
$
|
1.81
|
|||||
2nd
Quarter
|
$
|
14.20
|
$
|
6.00
|
$
|
3.50
|
$
|
3.50
|
|||||
3rd
Quarter
|
$
|
14.35
|
$
|
10.00
|
$
|
7.55
|
$
|
3.40
|
|||||
4th
Quarter
|
$
|
15.50
|
$
|
9.00
|
$
|
8.50
|
$
|
4.25
|
·
|
The
right to receive additional shares from China Sky One in the vent
that we
sell shares (or convertible securities or warrants convertible into
or
exercisable for common stock) prior to January 31, 2009 at per share
price
(or exercise or conversion price) of less than $10.00, in such amount
so
as to reduce the average price paid by such shareholder to the price
per
share being paid by the new investors,
|
·
|
The
right to receive up to 3,000,000 shares deposited into escrow by
our
principal shareholder, in the event that the Company fails to attain
Earnings Per Share, as adjusted (“Adjusted EPS”) of at least (i) $1.05 per
share for fiscal year ended December 31, 2007 based on fully diluted
shares outstanding before the January 2008 offering (an aggregate
of
13,907,696), and/or (ii) $1.75 per share for fiscal year ending December
31, 2008 based on fully diluted shares outstanding after the January
2008
Offering (an aggregate of 16,907,696 shares). While the Company has
satisfied the criterion of (i) above for 2007, no assurance can be
made
that we will satisfy our earnings goal next year.
|
·
|
The
Class A Warrants are exercisable beginning on the six-month anniversary
of
the closing of the January 2008 Offering and will expire July 31,
2011.
|
·
|
Commencing
on one-year anniversary of the Closing Date, in the event the Warrant
Shares may not be freely sold by the holders of the Class A
Warrants due to the Company’s failure to satisfy its registration
requirements, and an exemption for such sale is not otherwise available
to
the Warrant-holders under Rule 144, the Class A Warrants will be
exercisable on a cashless basis.
|
·
|
The
Exercise Price and number of Warrant Shares will be subject to adjustment
for standard dilutive events, including the issuance of Common Stock,
or
securities convertible into or exercisable for shares of Common Stock,
at
a price per share, or conversion or exercise price per share less
than the
Class A Warrant exercise price of $12.50 per
share.
|
·
|
At
anytime following the date a Registration Statement covering the
Warrant
Shares is declared effective, we will have the ability to call the
Class A
Warrants at a price of $0.01 per Class A Warrant, upon thirty (30)
days
prior written notice to the holders of the Class A Warrants, provided
(i)
the closing price of the Common Stock exceeded $18.75 for each of
the ten
(10) consecutive trading days immediately preceding the date that
the call
notice is given by the Company, and (ii) the Company has attained
an
Adjusted EPS of at least $1.75 per share for the fiscal year ending
December 31, 2008, as set forth in our audited financial statements
of the
Company.
|
·
|
If,
among other things, we fail to cause a Registration Statement covering
the
Warrant Shares to be declared effective prior to the applicable dates
set
forth in the Registration Rights Agreement, the expiration date of
the
Class A Warrants shall be extended one day for each day beyond the
Effectiveness Deadlines.
|
·
|
If
a Warrant-holder exercises its Put Right under the Put Agreement
(defined
in Item 1.01 above), such Warrant-holder’s right to exercise the Class A
Warrants shall be suspended, pending the satisfaction of our obligations
to pay the Warrant-holder the applicable Repurchase Price. Upon receipt
of
the Repurchase Price in full by the Warrant-holder, the Warrant-holder’s
right to exercise the Class A Warrants shall automatically and permanently
terminate and expire, and the Class A Warrants shall be immediately
cancelled on the books of the
Company.
|
(1)
|
Main
workshop, R&D center and office using land area of 30,000 square
meters, construction started in May 2007 projected to be completed
by June
2008.
|
(2)
|
Second
workshop and show room using land area of 20,000 square meters,
Construction starting in September 2008 to be completed by December
2009.
|
|
December
31
|
|||||||||
|
2007
|
Variance
|
2006
|
|||||||
REVENUES
|
|
|
|
|||||||
Product
Sales (net of sales allowance)
|
$
|
36,320,156
|
171
|
%
|
$
|
13,386,223
|
||||
Contract
Sales
|
12,998,152
|
104
|
%
|
6,382,737
|
||||||
Government
Grant
|
-
|
112,755
|
||||||||
Total
revenues
|
$
|
49,318,308
|
148
|
%
|
19,881,715
|
|||||
|
||||||||||
COST
OF GOOD SOLD
|
||||||||||
Cost
of good sold
|
10,939,531
|
116
|
%
|
5,063,084
|
||||||
Gross
Profit
|
$
|
38,378,777
|
159
|
%
|
$
|
14,818,631
|
|
2007
|
|
Change
|
|
2006
|
|||||
Contract
and other revenue
|
$
|
12,998,152
|
104
|
%
|
$
|
6,382,737
|
|
2007
|
December
Variance |
2006
|
|||||||
Total
sales
|
$
|
49,318,308
|
148
|
%
|
$
|
19,881,715
|
||||
Cost
of goods sold
|
$
|
10,939,531
|
116
|
%
|
$
|
5,063,084
|
||||
Product
gross margin
|
78
|
%
|
75
|
%
|
|
December
31
|
|||||||||
|
2007
|
Variance
|
2006
|
|||||||
Operating
Expenses
|
|
|
|
|||||||
R&D
Expenses
|
$
|
3,158,351
|
56
|
%
|
$
|
2,026,788
|
||||
General,
administrative and selling expenses
|
16,163,577
|
51
|
%
|
10,738,285
|
||||||
Depreciation
and amortization
|
443,063
|
265
|
% |
121,522
|
||||||
Total
operating expenses
|
19,764,991
|
53
|
%
|
12,886,595
|
||||||
|
||||||||||
Other
(Income) Expenses
|
||||||||||
Other
income
|
(48,889
|
)
|
-
|
|||||||
Interest
expense
|
10,557
|
(227,857
|
) | |||||||
Total
other ( income) expenses
|
$
|
(38,332
|
)
|
$
|
(227,857
|
) |
2007
|
2006
|
||||||
|
|||||||
As
of December 31:
|
|
||||||
Cash,
cash equivalents and marketable securities
|
$ |
9,190,870
|
$
|
6,586,800
|
|||
Working
capital
|
$ |
15,447,162
|
7,797,928
|
||||
Year
Ended December 31:
|
|||||||
Cash
provided by (used in):
|
|||||||
Operating
activities
|
$ |
11,601,480
|
$ |
5,182,539
|
|||
Investing
activities
|
$ |
(10,260,933)
|
$ |
(4,596,507
|
) | ||
Financing
activities
|
$ |
(32,516)
|
$ |
2,930,832
|
|
December
31
|
|||||||||
|
2006
|
|
Variance
|
|
2005
|
|
||||
REVENUES
|
|
|
|
|||||||
Product
Sales (net of sales allowance)
|
$
|
13,386,223
|
78.42
|
%
|
$
|
7,502,682
|
||||
Contract
Sales
|
6,382,737
|
101975
|
%
|
6,253
|
||||||
Government
Grant
|
112,755
|
-44.38
|
%
|
202,706
|
||||||
Total
revenues
|
19,881,715
|
7,711,641
|
||||||||
|
||||||||||
COST
OF GOOD SOLD
|
||||||||||
Cost
of good sold
|
5,063,084
|
129
|
%
|
2,213,667
|
||||||
Gross
Profit
|
$
|
14,818,631
|
170
|
%
|
$
|
5,497,974
|
|
2006
|
Change
|
2005
|
|||||||
Contract
and other revenue
|
$
|
6,382,737
|
101975
|
%
|
$
|
6,253
|
|
2006
|
Variance
|
2005
|
|||||||
Total
sales
|
$
|
19,881,715
|
158
|
%
|
$
|
7,711,641
|
||||
Cost
of goods sold
|
$
|
5,063,084
|
129
|
%
|
$
|
2,213,667
|
||||
Product
gross margin
|
75
|
%
|
71
|
%
|
|
December
31
|
|||||||||
|
2006
|
Variance
|
2005
|
|||||||
Operating
Expenses
|
|
|
|
|||||||
R&D
Expenses
|
2,026,788
|
3079
|
% |
63,749
|
||||||
General,
administrative and selling expenses
|
$
|
10,738,285
|
268
|
%
|
$
|
2,914,190
|
||||
Depreciation
and amortization
|
121,522
|
111 |
%
|
57,563
|
||||||
Total
operating expenses
|
12,886,595
|
3,035,502
|
||||||||
|
||||||||||
Other
(Income) Expenses
|
||||||||||
Interest
expense
|
227,857
|
1197
|
%
|
17,563
|
||||||
Total
other ( income) expenses
|
$
|
227,857
|
$
|
17,563
|
|
2006
|
2005
|
|||||
As
of December 31:
|
|
|
|||||
Cash,
cash equivalents and marketable securities
|
$
|
6,586,800
|
$
|
2,937,333
|
|||
Working
capital
|
7,797,928
|
2,935,221
|
|||||
|
|||||||
Year
Ended December 31:
|
|||||||
Cash
provided by (used in):
|
|||||||
Operating
activities
|
5,182,539
|
1,089,769
|
|||||
Investing
activities
|
(4,596,507
|
)
|
(776,488
|
)
|
|||
Financing
activities
|
2,930,832
|
590,635
|
·
|
Entity
Level Control
|
·
|
Human
Resources
|
·
|
Revenues
|
·
|
Expenditure
|
·
|
Fixed
Assets
|
·
|
Inventory
|
·
|
Income
Taxes
|
Name
|
Age
|
Positions
|
||
Liu
Yan-qing
|
43
|
Chief
Executive Officer, President and Director
|
||
Han
Xiao-yan
|
40
|
Chief
Financial Officer and Director
|
||
Wang
Hai-feng
|
31
|
Secretary/Treasurer
and Director
|
||
Song
Chun Fan
|
68
|
Director
|
||
Jiang
Qi Feng
|
25
|
Director
|
||
Zhao
Jie
|
45
|
Director
|
||
Qian
Xu Feng
|
40
|
Director
|
· |
Honest
and ethical conduct, including the ethical handling of actual or
apparent
conflicts of interest between personal and professional
relationships,
|
· |
Full,
fair, accurate, timely and understandable disclosure in reports and
documents that a small business issuer files with, or submits to,
the
Commission and in other public communications made by the small business
issuer,
|
· |
Compliance
with applicable governmental laws, rules and
regulations,
|
· |
The
prompt internal reporting of violations of the code to an appropriate
person or persons identified in the
code,
|
· |
Accountability
for adherence to the code,
|
Name
and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)(1)
|
Option
Awards ($)
|
|
Non-Equity
Incentive Plan Compensation
|
Nonqualified
Deferred Compensation Earnings ($)
|
All
Other Compensation ($)
|
|
Total
($)
|
|||||||||||||||||||||||
Liu
Yan-Qing
Principal
Executive Officer and Director
|
2007
2006
|
68,512
19,500
|
—
|
—
|
— 4,377 |
(1)
|
|
|
—
—
|
—
—
|
—
—
|
|
23,877
|
|||||||||||||||||||||
Han
Xiao-Yan
Principal
Financial Officer and Director
|
2007
2006
|
54,810
16,500
|
—
|
—
|
— 3,502 |
(1)
|
|
|
— — |
—
—
|
—
—
|
|
20,002
|
|||||||||||||||||||||
Wang
Hai-Feng
Secretary/Treasurer
|
2007
2006
|
40,793
13,500
|
—
—
|
—
—
|
1,124
|
(1)
|
|
|
--
--
|
—
—
|
—
—
|
|
||||||||||||||||||||||
Richard
B. Stuart(2)
former
Principal Executive Officer and Director
|
2007
2006
|
N/A
—
|
—
|
—
—
|
—
—
|
—
—
|
—
|
28,200
|
(2)
|
|
|
28,200
|
||||||||||||||||||||||
Jack
M. Gertino(2)
former
Principal Financial Officer and Director
|
2007
2006
|
N/A
—
|
—
—
|
—
—
|
—
—
|
—
—
|
—
—
|
56,325
|
(2)
|
|
|
56,325
|
||||||||||||||||||||||
TOTAL
|
—
|
—
|
—
|
—
|
128,314 |
Name
|
Number
of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Unexercised Unearned
Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
Market
Value of Shares or Units of Stock That Have Not
Vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
That Have Not Vested
(#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other Rights That Have Not Vested
($)
|
|||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||||||
Liu
Yan-Qing
Principal
Executive Officer and Director
|
0
|
0
|
10,000
|
(1)
|
$
|
3.65
|
October
26, 2011
|
0
|
0
|
0
|
0
|
|||||||||||||||||
Han
Xiao-Yan
Principal
Financial Officer and Director
|
0
|
0
|
8,000
|
(2)
|
$
|
3.65
|
October
26, 2011
|
0
|
0
|
0
|
0
|
|||||||||||||||||
Wang
Hai-Feng, Secretary/Treasurer
|
0
|
0
|
5,000
|
(3)
|
$
|
3.65
|
October
26, 2011
|
0
|
0
|
0
|
0
|
Plan Category
|
(a)
Number of
securities to
be issued
upon exercise of
outstanding options,
warrants and rights
|
(b)
Weighted-average
exercise
price of
outstanding
options,
warrants and rights
|
(c)
Number of
securities
remaining
available for
future issuance
under
equity
compensation plans
(excluding securities
reflected in
column a)
|
|||||||
Equity
compensation plans approved by security holders
|
113,500
|
$
|
3.65
|
1,386,500
|
||||||
|
||||||||||
Equity
compensation plans not approved by security holders
|
None
|
|||||||||
|
||||||||||
Total
|
113,500
|
1,386,500
|
||||||||
Name
and Address of
Beneficial
Owner
|
Common
Stock
(1)
|
Percent
of
Class
|
|||||
Liu
Yan-qing (2)
|
4,666,595
|
(3) |
31.4
|
%
|
|||
Han
Xiao-yan (2)
|
1,407,707
|
(4) |
9.4
|
%
|
|||
Wang
Hai-feng (2)
|
2,150
|
(5) |
*
|
||||
Song
Chun Fan
|
-0-
|
*
|
|||||
Jiang
Qi Feng
|
-0-
|
*
|
|||||
Zhao
Jie
|
-0-
|
*
|
|||||
Qian
Xu Feng
|
-0-
|
*
|
|||||
All
Officers and Directors as a group (7 persons):
|
6,076,452
|
40.9
|
% | ||||
Non
Executive Principal Shareholders:
|
|
|
|||||
Trang
Chong “Charles” Hung (6)
|
107,685
|
(4) |
*
|
||||
American
Eastern Group, Inc. (7)
|
600,285
|
4.0
|
% | ||||
American
Eastern Securities, Inc. (8)
|
74,803
|
(6) |
1.4
|
% | |||
Charles
Hung, Jr. (9)
|
94,803
|
(7) |
3.1
|
Articles
of Incorporation, as amended (incorporated by reference to Exhibit
3.1 to
the Company’s Registration Statement on Form 10-SB, as filed with the
Securities and Exchange Commission on May 13, 1999).
|
|
3.2
|
By-Laws
of the Company (incorporated by reference to Exhibit 3.2 to the
Company’s
Registration Statement on Form 10- SB, as filed with the Securities
and
Exchange Commission on May 13, 1999).
|
|
3.3
|
Finance
Committee Charter
|
|
3.4
|
Audit
Committee Charter
|
|
3.5
|
Compensation
Committee Charter
|
|
3.6
|
Nominating
and Governance Committee Charter
|
|
3.7
|
Executive
Committee Charter
|
|
4.1
***
|
Form
of Class A Warrant exercisable at $12.50 per share issued to
investors in
connection with offering of 2,500,000 shares of common stock
and 750,000
Class A Warrants on January 31, 2008 (the “January 2008
Offering”).
|
|
10.1
|
Option
granted to Richard B. Stuart dated March 11, 1999 (incorporated
by
reference to Exhibit 10.1 to the Company’s Registration Statement on Form
10-SB, as filed with the Securities and Exchange Commission on
May 13,
1999).
|
|
10.2
|
Option
granted to Philip C. Gugel dated March 11, 1999 (incorporated
by reference
to Exhibit 10.2 to the Company’s Registration Statement on Form 10-SB, as
filed with the Securities and Exchange Commission on May 13,
1999).
|
|
10.3
|
Option
granted to Jack M. Gertino dated March 11, 1999 (incorporated
by reference
to Exhibit 10.3 to the Company’s Registration Statement on Form 10-SB, as
filed with the Securities and Exchange Commission on May 13,
1999).
|
|
10.4
|
Warrant
granted to Mark E. Lehman dated March 11, 1999 (incorporated
by reference
to Exhibit 10.4 to the Company’s Registration Statement on Form 10-SB, as
filed with the Securities and Exchange Commission on May 13,
1999).
|
|
10.5*
|
Warrant
granted to American Eastern Group, Inc., dated October 10,
2006.
|
|
10.6*
|
Warrant
granted to American Eastern Securities, Inc., dated October 24,
2006.
|
|
10.7***
|
Form
of Securities Purchase Agreement between Company and investors,
dated as
of January 31, 2008, relating to January 2008 Offering.
|
|
10.8***
|
Form
of Registration Rights Agreement between Company and investors,
dated as
of January 31, 2008, relating to January 2008 Offering.
|
|
10.9***
|
Form
of Make Good Agreement between Pope Asset Management LLC, as
the
authorized agent of the investors, the Company and Liu
Yan-Qing.
|
|
10.10***
|
Form
of Make Good Escrow Agreement between Pope Asset Management LLC,
as the
authorized agent of the investors, the Company and Liu
Yan-Qing.
|
|
10.11***
|
Form
of Put Agreement between Company and investors, dated as of January
31,
2008, relating to January 2008 Offering.
|
|
14.1*
|
Code
of Ethics.
|
|
21.1*
|
Subsidiaries
of the Company.
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley
Act of 2002.
|
|
32.2
|
Certification
of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
|
* |
Incorporated
by reference from exhibits filed with Annual Report on Form 10-KSB
for
year ended December 31, 2007, originally
filed April 2, 2007.
|
** |
Incorporated
by reference from exhibits filed with Annual Report of Form 10-KSB/A
for
year ended December 31, 2007, filed
on November 8, 2007.
|
*** |
Incorporated
by reference from exhibits filed with Current Report on Form 8-K,
Date of
Event of January 31, 2008.
|
Accountant
Name
|
Audit
Fees
|
Audit
Related
Fees
|
Tax
Fees
|
All
Other
Fees
|
|||||||||
Sherb
& Co., Inc.
|
$
|
65,000
|
$ | ||||||||||
Murrell,
Hall McIntosh & Co. LLP
|
$
|
-0-
|
$
|
43,119
|
$
|
6,195
|
|||||||
e-Fang
Accountancy Corp. & CPA (Year End December 2006 Audit)
|
$
|
30,000
|
|
|
|
Page
|
|
Independent
Auditors’ Report
|
|
|
F-2
|
|
Consolidated
Balance Sheets
|
|
|
F-3
|
|
Consolidated
Statements of Operations
|
|
|
F-4
|
|
Consolidated
Statements of Shareholders’ Equity
|
|
|
F-5
|
|
Consolidated
Statements of Cash Flows
|
|
|
F-6
|
|
Notes
to the Consolidated Financial Statements
|
|
|
F-7
to F-20
|
|
/s/ Sherb & Co., LLP | ||
Certified Public Accountants |
||
Boca
Raton, Florida
March
25, 2008
|
ASSETS
|
||||
Current
Assets
|
||||
Cash
and cash equivalents
|
$
|
9,190,870
|
||
Accounts
receivable
|
10,867,106
|
|||
Other
receivables
|
40,200
|
|||
Inventories
|
371,672
|
|||
Prepaid
expenses
|
17,707
|
|||
Total
current assets
|
20,487,555
|
|||
Property
and equipment, net
|
6,861,432
|
|||
Land
Deposit
|
8,003,205
|
|||
Intangible
assets, net
|
1,933,014
|
|||
$
|
37,285,206
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||
Current
Liabilities
|
||||
Accounts
payable and accrued expenses
|
$
|
2,845,308
|
||
Wages
payable
|
381,482
|
|||
Welfare
payable
|
221,911
|
|||
Taxes
payable
|
1,567,188
|
|||
Deferred
revenues
|
24,504
|
|||
Total
current liabilities
|
5,040,393
|
|||
Stockholders'
Equity
|
||||
Preferred
stock ($0.001 par value, 5,000,000 shares authorized, none issued
and
outstanding)
|
-
|
|||
Common
stock ($0.001 par value, 20,000,000 shares authorized, 12,228,363
issued
and outstanding)
|
12,228
|
|||
Additional
paid-in capital
|
9,572,608
|
|||
Accumulated
other comprehensive income
|
2,271,843
|
|||
Retained
earnings
|
20,388,134
|
|||
Total
stockholders' equity
|
32,244,813
|
|||
$
|
37,285,206
|
Years
Ended December 31,
|
|||||||
2007
|
2006
|
||||||
Revenues
|
$
|
49,318,308
|
$
|
19,881,715
|
|||
Cost
of Goods Sold
|
10,939,531
|
5,063,084
|
|||||
Gross
Profit
|
38,378,777
|
14,818,631
|
|||||
Operating
Expenses
|
|||||||
Selling,
general and administrative
|
16,163,577
|
10,738,285
|
|||||
Depreciation
and amortization
|
443,063
|
121,522
|
|||||
Research
and development
|
3,158,351
|
2,026,788
|
|||||
Total
operating expenses
|
19,764,991
|
12,886,595
|
|||||
Other
Income (Expense)
|
|||||||
Other
income
|
48,889
|
-
|
|||||
Interest
expense
|
(10,557
|
)
|
(227,857
|
)
|
|||
Total
other income (expense)
|
38,332
|
(227,857
|
)
|
||||
Net
Income Before Provision for Income Tax
|
18,652,118
|
1,704,179
|
|||||
Provision
for Income Taxes
|
|||||||
Current
|
3,319,173
|
764,462
|
|||||
Deferred
|
-
|
315,302
|
|||||
3,319,173
|
1,079,764
|
||||||
Net
Income
|
$
|
15,332,945
|
$
|
624,415
|
|||
Basic
Earnings Per Share
|
$
|
1.27
|
$
|
0.05
|
|||
Diluted
Earnings Per Share
|
$
|
1.15
|
$
|
0.05
|
|||
Basic
Weighted Average Shares Outstanding
|
12,094,949
|
12,031,536
|
|||||
Diluted
Weighted Average Shares Outstanding
|
13,370,528
|
12,941,283
|
|||||
The
Components of Other Comprehensive Income
|
|||||||
Net
Income
|
$
|
15,332,945
|
$
|
624,415
|
|||
Foreign
currency translation adjustment
|
1,849,724
|
364,565
|
|||||
Comprehensive
Income
|
$
|
17,182,669
|
$
|
988,980
|
Common
Stock
|
Accumulated
|
||||||||||||||||||
Number
|
Additional
|
Other
|
Total
|
||||||||||||||||
of
|
Par
|
Paid-In
|
Retained
|
Comprehensive
|
Stockholders'
|
||||||||||||||
Shares
|
Value
|
Capital
|
Earnings
|
Income
|
Equity
|
||||||||||||||
Balance
at December 31, 2005
|
10,929,370
|
$
|
10,929
|
$
|
2,847,438
|
$
|
4,430,774
|
$
|
57,554
|
$
|
7,346,695
|
||||||||
Conversion
of notes payable
|
102,166
|
103
|
204,229
|
-
|
-
|
204,332
|
|||||||||||||
Issuance
of addition common stock
|
1,000,000
|
1,000
|
2,978,853
|
-
|
-
|
2,979,853
|
|||||||||||||
Compensation
expense for warrants
|
-
|
-
|
2,547,575
|
-
|
-
|
2,547,575
|
|||||||||||||
Preferential
conversion feature of note
|
-
|
-
|
177,803
|
-
|
-
|
177,803
|
|||||||||||||
Employee
stock options
|
-
|
-
|
65,604
|
-
|
-
|
65,604
|
|||||||||||||
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
364,565
|
364,565
|
|||||||||||||
Net
income
|
-
|
-
|
-
|
624,415
|
-
|
624,415
|
|||||||||||||
Balance
at December 31, 2006
|
12,031,536
|
12,032
|
8,821,502
|
5,055,189
|
422,119
|
14,310,842
|
|||||||||||||
Issuance
of common stock for services
|
30,000
|
30
|
194,970
|
-
|
-
|
195,000
|
|||||||||||||
Warrants
exercised
|
166,827
|
167
|
515,667
|
-
|
-
|
515,834
|
|||||||||||||
Employee
stock options
|
-
|
-
|
40,468
|
-
|
-
|
40,468
|
|||||||||||||
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
1,849,724
|
1,849,724
|
|||||||||||||
Net
income
|
-
|
-
|
-
|
15,332,945
|
-
|
15,332,945
|
|||||||||||||
12,228,363
|
$
|
12,229
|
$
|
9,572,607
|
$
|
20,388,134
|
$
|
2,271,843
|
$
|
32,244,813
|
Years
Ended December 31,
|
|||||||
2007
|
2006
|
||||||
Cash
flows from operating activities
|
|||||||
Net
Income
|
$
|
15,332,945
|
$
|
624,415
|
|||
Adjustments
to reconcile net cash provided by operating activities
|
|||||||
Depreciation
and amortization
|
443,063
|
246,556
|
|||||
Share-based
compensation expense
|
235,468
|
2,878,031
|
|||||
Preferential
conversion feature of note
|
-
|
177,803
|
|||||
Net
change in assets and liabilities
|
|||||||
Accounts
receivables and other receivables
|
(7,478,964
|
)
|
(1,994,678
|
)
|
|||
Inventories
|
(73,142
|
)
|
105,655
|
||||
Construction
in progress
|
-
|
2,517,215
|
|||||
Prepaid
expenses and other
|
93,463
|
(87,979
|
)
|
||||
Accounts
payable and accrued liabilities
|
1,963,542
|
101,698
|
|||||
Related
party payable
|
-
|
(18,540
|
)
|
||||
Wages
payable
|
102,534
|
141,776
|
|||||
Welfare
payable
|
70,280
|
45,056
|
|||||
Taxes
payable
|
960,170
|
433,419
|
|||||
Deferred
revenue
|
(47,879
|
)
|
12,112
|
||||
Net
cash provided by operating activities
|
11,601,480
|
5,182,539
|
|||||
Cash
flows from investing activities
|
|||||||
Purchases
of fixed assets
|
(2,222,448
|
)
|
(3,022,448
|
)
|
|||
Land
deposit
|
(8,003,205
|
)
|
-
|
||||
Purchase
of intangible assets
|
(35,280
|
)
|
(1,574,059
|
)
|
|||
Net
cash used in investing activities
|
(10,260,933
|
)
|
(4,596,507
|
)
|
|||
Cash
flows from financing activities
|
|||||||
Sale
of common stock for cash
|
-
|
2,715,000
|
|||||
Issuance
of convertiable notes
|
-
|
200,000
|
|||||
Proceeds
from short-term loan
|
-
|
15,832
|
|||||
Proceeds
from warrants conversion
|
515,834
|
-
|
|||||
Payment
to short-term loan
|
(548,350
|
)
|
-
|
||||
Net
cash provided by (used in) financing activities
|
(32,516
|
)
|
2,930,832
|
||||
Effect
of exchange rate
|
1,296,039
|
132,603
|
|||||
Net
increase in cash
|
2,604,070
|
3,649,467
|
|||||
Cash
and cash equivalents at beginning of year
|
6,586,800
|
2,937,333
|
|||||
Cash
and cash equivalents at end of year
|
$
|
9,190,870
|
$
|
6,586,800
|
|||
Supplemental
disclosure of cash flow information
|
|||||||
Interest
paid
|
$
|
10,457
|
$
|
36,429
|
|||
Taxes
paid
|
$
|
2,359,003
|
$
|
767,701
|
|||
Non-cash
Investing and financing activities:
|
|||||||
Cashless
exercise of warrants
|
$
|
5
|
$
|
-
|
1. |
Description
of Business
|
|
Effect
on
December 31, 2006 Earnings |
Effect
on
prior years earnings |
Cumulative
effect on Retained Earnings |
|||||||
Capitalization
of research and development costs which should have been charged
to
operations when incurred
|
$
|
(1,879,885
|
)
|
$
|
(12,280
|
)
|
$
|
(1,892,165
|
)
|
|
Amortization
of patent rights and covenants not to compete
|
(121,522
|
)
|
(69,813
|
)
|
(191,335
|
)
|
||||
Correction
of valuation of shares issued for consulting
|
(446,879
|
)
|
—
|
(446,879
|
)
|
|||||
Reclassification
of value of warrants issued from additional paid-in capital to
consulting
expense
|
(734,595
|
)
|
—
|
(734,595
|
)
|
|||||
Record
the value of the preferential conversion feature of the convertible
notes
payable
|
(177,803
|
)
|
—
|
(177,803
|
)
|
|||||
Valuation
allowance on deferred tax asset
|
(315,302
|
)
|
—
|
(315,302
|
)
|
|||||
Reclassification
of stock compensation of $1,688,896 from a liability to contributed
capital
|
—
|
—
|
—
|
|||||||
|
$
|
(3,675,986
|
)
|
$
|
(82,093
|
)
|
$
|
(3,758,079
|
)
|
|
As Filed Year
ended
December 31,
2006
|
Adjustment to
Restate
|
Restated
Year ended
December
31, 2006
|
|||||||
Gross
Profit
|
$
|
14,818,631
|
$
|
-
|
$
|
14,818,631
|
||||
Operating
expenses
|
||||||||||
Selling
General and administrative
|
9,556,811
|
1,181,474
|
10,738,285
|
|||||||
Depreciation
and amortization
|
-
|
121,522
|
121,522
|
|||||||
Research
and development
|
146,903
|
1,879,885
|
2,026,788
|
|||||||
9,703,714
|
3,182,881
|
12,886,595
|
||||||||
Other
expense (income)
|
||||||||||
Interest
expense
|
52,032
|
175,825
|
227,857
|
|||||||
Currency
exchange adjustment
|
(1,978
|
)
|
1,978
|
-
|
||||||
50,054
|
177,803
|
227,857
|
||||||||
Net
income before provision for income tax
|
5,064,863
|
(3,360,684
|
)
|
1,704,179
|
||||||
Provision
for income tax:
|
||||||||||
Current
|
764,462
|
-
|
764,462
|
|||||||
Deferred
|
-
|
315,302
|
315,302
|
|||||||
764,462
|
315,302
|
1,079,764
|
||||||||
|
|
|||||||||
Net
income
|
$
|
4,300,401
|
$
|
(3,675,986
|
)
|
$
|
624,415
|
|||
Basic
Earnings per share
|
$
|
0.36
|
$
|
(0.31
|
)
|
$
|
0.05
|
|||
Diluted
earnings per share
|
$
|
0.31
|
$
|
(0.28
|
) |
$
|
0.05
|
|||
|
|
|||||||||
Basic
weighted average shares outstanding
|
12,031,536
|
12,031,536
|
12,031,536
|
|||||||
Diluted
weighted average shares outstanding
|
13,845,036
|
13,843,036
|
|
13,843,036
|
2. |
Basis
of Preparation of Financial
Statements
|
3. |
Summary
of Significant Accounting
Policies
|
Buildings
|
30
years
|
|||
Land
use rights
|
50
years
|
|||
Furniture
& Equipments
|
5
to 7 years
|
|||
Motor
vehicles
|
5
to 15 years
|
|||
Machineries
|
7
to 14 years
|
-
|
In
September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, Fair
Value Measurements
(“Statement No. 157”). The standard provides enhanced guidance for
using fair value to measure assets and liabilities and also responds
to
investors’ requests for expanded information about the extent to which
company’s measure assets and liabilities at fair value, the information
used to measure fair value, and the effect of fair value measurements
on
earnings. While the standard applies whenever other standards
require (or permit) assets or liabilities to be measured at fair
value, it
does not expand the use of fair value in any new circumstances.
Statement No. 157 is effective for financial statements issued
for fiscal
years beginning after November 15, 2007, and interim periods
within those
fiscal years. Management of the Company is evaluating the impact
of this
standard, but does not anticipate that it will have a significant
impact
on its financial statements.
|
-
|
In
September 2006, the FASB issued Statement No. 158, “Employers’
Accounting for Defined Benefit Pension and Other Postretirement
Plans”
(“SFAS No. 158”), an amendment of FASB Statements No. 87,
88, 106 and 132(R). SFAS No. 158 requires (a) recognition
of the funded status (measured as the difference between the
fair value of
the plan assets and the benefit obligation) of a benefit plan
as an asset
or liability in the employer’s statement of financial position,
(b) measurement of the funded status as of the employer’s fiscal
year-end with limited exceptions, and (c) recognition of changes in
the funded status in the year in which the changes occur through
comprehensive income. The requirement to recognize the funded
status of a
benefit plan and the disclosure requirements are effective as
of the end
of the fiscal year ending after December 15, 2006. The requirement to
measure the plan assets and benefit obligations as of the date
of the
employer’s fiscal year-end statement of financial position is effective
for fiscal years ending after December 15, 2008. This Statement has
no current applicability to the Company’s financial statements. Management
plans to adopt this Statement on December 31, 2006 and it is
anticipated the adoption of SFAS No. 158 will not have a
material impact to the Company’s financial position, results of
operations, or cash flows.
|
-
|
In
February 2007, the FASB issued Statement No. 159 “The Fair Value Option
for Financial Assets and Financial Liabilities” (SFAS 159). This statement
permits companies to choose to measure many financial assets
and
liabilities at fair value. Unrealized gains and losses on items
for which
the fair value option has been elected are reported in earnings.
SFAS 159
is effective for fiscal years beginning after November 15, 2007. The
Company is currently assessing the impact of SFAS 159 on its
consolidated
financial statements.
|
-
|
In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (“SFAS 141(R)”). SFAS 141(R) will change the accounting for
business combinations. Under SFAS No. 141(R), an acquiring entity
will be required to recognize all the assets acquired and liabilities
assumed in a transaction at the acquisition-date fair value with
limited
exceptions. SFAS No. 141(R) will change the accounting treatment and
disclosure for certain specific items in a business combination.
SFAS
No. 141(R) applies prospectively to business combinations for which
the acquisition date is on or after the beginning of the first
annual
reporting period beginning on or after December 15, 2008. SFAS 141(R)
will impact the Company in the event of any future
acquisition.
|
-
|
In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements—an amendment of Accounting Research
Bulletin No. 51” (“SFAS 160”). SFAS 160 establishes new accounting and
reporting standards for the non-controlling interest in a subsidiary
and
for the deconsolidation of a subsidiary. SFAS No. 160 is effective
for fiscal years beginning on or after December 15, 2008. The Company
does not believe that SFAS 160 will have a material impact on
its
consolidated financial statements.
|
4. |
Concentrations
of Business and Credit
risk
|
5. |
Earnings
per Share
|
|
Years
ended December 31,
|
||||||
|
2007
|
2006
|
|||||
Numerator:
|
|||||||
Net
income (loss) used in calculation of basic earnings (loss)
per
share
|
$
|
15,332,945
|
$
|
624,415
|
|||
|
|||||||
Net
income (loss) used in calculation of diluted earnings (loss)
per
share
|
$
|
15,332,945
|
$
|
624,415
|
|||
Denominator:
|
|||||||
Weighted-average
common shares outstanding used in calculation of basic earnings
(loss) per
share
|
12,094,949
|
12,031,536
|
|||||
Effect
of dilutive securities:
|
|||||||
Stock
options and equivalents
|
1,275,579
|
909,747
|
|||||
Weighted-average
common shares used in calculation of diluted earnings (loss)
per
share
|
13,370,528
|
12,941,283
|
|||||
Net
income (loss) per share:
|
|||||||
Basic
|
$
|
1.27
|
$
|
0.05
|
|||
Diluted
|
$
|
1.15
|
$
|
0.05
|
6. |
Equity
and Share-based
Compensation
|
Shares
Underlying
Warrants
|
Weighted
average
Exercise
Price
Warrants
|
Shares
underlying
Options
|
Weighted
average
Exercise
Price
Options
|
||||||||||
Outstanding as of January 1, 2006
|
25,000
|
$
|
1.50
|
-
|
|||||||||
Granted
|
1,650,000
|
2.58
|
163,500
|
$
|
3.45
|
||||||||
Exercised
|
-
|
-
|
-
|
-
|
|||||||||
Expired
or cancelled
|
-
|
-
|
-
|
-
|
|||||||||
Outstanding as of December 31, 2006
|
1,675,000
|
2.57
|
163,500
|
$
|
3.45
|
||||||||
Granted
|
-
|
-
|
-
|
-
|
|||||||||
Exercised
|
-
|
-
|
-
|
-
|
|||||||||
Expired
or cancelled
|
(161,667
|
)
|
3.19
|
-
|
-
|
||||||||
Outstanding
as of December 31, 2007
|
1,513,333
|
$
|
2.48
|
163,500
|
$
|
3.45
|
Exercise
Price |
Outstanding
December 31, 2007 |
Weighted
Average Remaining Life in Years |
Number
exercisable |
|||||||
$ 2.00
|
1,000,000
|
1.58
|
1,000,000
|
|||||||
$ 3.00
|
100,000
|
.78
|
100,000
|
|||||||
$ 3.50
|
413,333
|
.78
|
413.333
|
|||||||
1,513,333
|
1,513,000
|
Exercise
Price |
Outstanding
December 31, 2007 |
Weighted
Average Remaining Life in Years |
Exercisable
Options |
Unvested
Options |
|||||||||
$ 3.00
|
50,000
|
.97
|
50,000
|
-
|
|||||||||
$ 3.65
|
113,500
|
3.50
|
54,150
|
59,350
|
|||||||||
163,500
|
104,150
|
59,350
|
7. |
Cash
and Cash Equivalents
|
Cash
on Hand
|
$
|
2,598
|
||
Bank
Deposits
|
9,188,272
|
|||
Total
Cash and Cash Equivalents
|
$
|
9,190,870
|
8. |
Inventories
|
Raw
Material
|
$
|
252,318
|
||
Supplemental
Material
|
32,296
|
|||
Work-in-Process
|
57,337
|
|||
Finished
Products
|
29,721
|
|||
Total
Inventory
|
$
|
371,672
|
9. |
Property
and Equipment
|
Buildings
|
$
|
2,861,011
|
||
Machinery
and equipment
|
1,568,958
|
|||
Land
use rights
|
563,469
|
|||
Automobiles
|
318,779
|
|||
Furniture
and Equipments
|
96,501
|
|||
Construction
in progress
|
2,113,957
|
|||
Total
Property and Equipment
|
7,522,675
|
|||
Less:
Accumulated Depreciation
|
(661,243
|
)
|
||
Property
and Equipment, Net
|
$
|
6,861,432
|
10. |
Intangible
Assets
|
Patents
|
$
|
1,599,814
|
||
Distribution
rights and customer lists
|
333,200
|
|||
Total
Intangible Assets, net
|
$
|
1,933,014
|
Year
ended December 31,
|
||||
2008
|
$
|
239,581
|
||
2009
|
239,581
|
|||
2010
|
239,581
|
|||
2011
|
239,581
|
|||
2012
|
239,581
|
|||
Thereafter
|
$
|
735,109
|
||
1,933,014
|
11. |
Taxes
Payable
|
Value
Added Tax, net
|
$
|
612,602
|
||
Enterprise
Income Tax
|
940,819
|
|||
City
Tax
|
4,789
|
|||
Payroll
Tax
|
8,978
|
|||
Total
Taxes Payable
|
$
|
1,567,188
|
12. |
Income
Taxes
|
Deferred
tax assets:
|
|
|||
NOL
Carryover from China Sky One (formerly known as Comet)
|
$
|
246,000
|
||
Share-based
compensation expenses based on 123R
|
639,000
|
|||
|
885,000
|
|||
Valuation
allowance
|
(885,000
|
)
|
||
Net
deferred tax asset
|
$
|
-
|
2007
|
2006
|
||||||
Computed
tax at the federal statutory rate of 34%
|
$
|
6,342,000
|
$
|
579,000
|
|||
Tax
effect of US losses not utilized
|
170,000
|
715,000
|
|||||
Benefit
from tax of reduced tax rate in The
Peoples Republic of China
|
(3,192,827
|
)
|
(529,541
|
)
|
|||
Write
off of deferred income tax asset for Financial
reporting purposes
|
-
|
315,305
|
|||||
Provision
(benefit) for income taxes
|
$
|
3,319,173
|
$
|
1,079,764
|
|||
Effective
income tax rate
|
18%
|
63%
|
13. |
Promissory
Note Conversion
|
14. |
Land
Purchase Agreement
|
(1)
|
Main
workshop, R&D center and office using land area of 30,000 square
meters, construction started in May 2007 projected to be completed
by June
2008.
|
(2)
|
Second
workshop and show room using land area of 20,000 square meters,
Construction starting in September 2008 to be completed by December
2009.
|
15. |
Commitments
and Contingencies
|
16. |
Subsequent
Event
|
CHINA
SKY ONE MEDICAL, INC.
|
||
|
|
|
Date: March 31, 2008 | By: |
/s/
Liu Yan-Qing
|
Liu
Yan-Qing, President, CEO
|
Date: March 31, 2008 | By: |
/s/
Han Xiao-Yan
|
Han
Xiao-Yan, CFO
|
Date:
March 31, 2008
|
/s/
Liu Yan-Qing
Liu
Yan-Qing, President, CEO and Director
|
|
(Principal
Executive Officer)
|
||
Date:
March 31,
2008
|
/s/
Han Xiao-Yan
Han
Xiao-Yan, CFO and Director
|
|
(Principal
Accounting Officer)
|
||
Date:
March 31,
2008
|
/s/
Wang Hai-Feng
Wang
Hai-Feng
|
|
Secretary/Treasurer
and Director
|
||
Date:
March 31,
2008
|
/s/
Song Chun Fan
Song
Chun Fan
|
|
Director
|
||
Date:
March 31,
2008
|
/s/
Jiang Qi Feng
Jiang
Qi Feng
|
|
Director
|
||
Date:
March 31,
2008
|
/s/
Zhao Jie
Zhao
Jie
|
|
Director
|
||
Date:
March 31,
2008
|
/s/
Qian Xu Feng
Qian
Xu Feng
|
|
Director
|