Attached files
U.S.
Securities and Exchange Commission
Washington,
D.C. 20549
FORM
10-K
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[X]
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Annual
Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
1934 for the Fiscal Year Ended December 31,
2009
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[
]
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Transition
Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
for the Transition Period from _______ to
_______
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Commission
File Number: 000-53272
DÉCOR
PRODUCTS INTERNATIONAL, INC.
(F/K/A MURALS BY MAURICE,
INC.)
(Exact
name of small business issuer as specified in its charter)
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Florida
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2679
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20-8565429
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
Number)
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Décor
Products International, Inc.
No. 6
Economic Zone, Wushaliwu, Chang’an Town
Dongguan,
Guangdong Province, China
Telephone
No.: 0769-85533948
(Name,
Address and Telephone Number
of
Principal Executive Offices and Agent for Service)
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $.001 par value
(Title
of Class)
Indicate
by check mark if the registrant is a well-know seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes [ ]No [x]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.Yes [ ]No [x]
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes
[x] No
[ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or such shorter period that the
registrant was required to submit and post such files).
Yes
[ ] No
[ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 if
Regulation S-K (229.405 of this Chapter) is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy of
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form 10-K.
Yes
[ ] No
[x]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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Non-accelerated
filer
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(Do
not check if a smaller reporting company)
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Accelerated
filer
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Smaller
reporting company
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x
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Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the exchange act).
Yes [
]
No [x]
The
Registrant’s revenues for its fiscal year ended December 31, 2009 were $
25,262,562.
The
aggregate market value of the voting stock and non-voting common equity on April
14, 2010 (consisting of Common Stock, $0.001 par value per share) held by
non-affiliates was approximately $8,049,456 based upon the most recent sales
price ($1.50) for such Common Stock on said date, April 14, 2010. On April 14,
2010, there were 20,598,304 shares of our Common Stock issued and outstanding,
of which approximately 5,366,304 shares were held by
non-affiliates.
Number of
shares of common stock, par value $.001, outstanding as of April 14, 2010:
20,598,304
DOCUMENTS
INCORPORATED BY REFERENCE
None.
CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
The
discussion contained in this 10-K under the Securities Exchange Act of 1934, as
amended, contains forward-looking statements that involve risks and
uncertainties. The issuer's actual results could differ significantly from those
discussed herein. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
Company believes," "management believes" and similar language, including those
set forth in the discussions under "Notes to Financial Statements" and
"Management's Discussion and Analysis or Plan of Operation" as well as those
discussed elsewhere in this Form 10-K. We base our forward-looking statements on
information currently available to us, and we assume no obligation to update
them. Statements contained in this Form 10-K that are not historical facts are
forward-looking statements that are subject to the "safe harbor" created by the
Private Securities Litigation Reform Act of 1995.
TABLE OF
CONTENTS
| PART I: |
| Item 1. Business |
| Item 1A. Risk Factors |
| Item 1B. Unresolved Staff Comments |
| Item 2. Properties |
| Item 3. Legal Proceedings |
| Item 4. Submission of Matters to a Vote of Security Holders |
| PART II: |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
| Item 6. Selected Financial Data |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk |
| Item 8. Financial Statements and Supplementary Data |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
| Item 9A. Controls and Procedures |
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Item
9A(T). Controls
and Procedures
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Item
9B.
Other Information
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PART
III:
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| Item 10. Directors, Executive Officers and Corporate Governance |
| Item 11. Executive Compensation |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| Item 13. Certain Relationships and Related Transactions, and Director Independence |
| Item 14. Principal Accounting Fees and Services |
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PART
IV:
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| Item 15. Exhibits, Financial Statement Schedules |
| SIGNATURES: |
2
ITEM 1.
BUSINESS
Our
Company
The
Company was incorporated under the laws of the state of Florida on January 11,
2007 under the name Murals by Maurice, Inc. and specialized in mural
painting. Murals by Maurice, Inc. carried on that business until July
of 2009 when it was restructured.
On July
17, 2009, Décor Products International, Inc. (F/K/A Murals by Maurice, Inc.) a
Florida corporation (including its successors and assigns, “DCRD” or
“Registrant” or “Company”); Maurice Katz (“Maurice”); Wide Broad Group Ltd., a
company organized and existing under the laws of the British Virgin Islands
(“Wide Broad”), Man Kwai Ming, an individual and Smart Approach Investments
Limited a British Virgin Islands corporation (each a “Wide Broad Shareholder”)
and together with their successors and assigns (collectively the “Wide Broad
Shareholders”), Dongguan CHDITN Printing Co., Ltd., a company organized and
existing under the laws of the People’s Republic of China (“CHDITN”), and the
shareholders of CHDITN (the “CHDITN Shareholders”) entered into a Plan of
Exchange (“POE”).
Pursuant
to the POE, DCRD acquired one hundred percent (100%) of the issued and
outstanding share capital of Wide Broad from the Wide Broad Shareholders in an
exchange for a new issuance 20,000,000 shares of common stock of DCRD and the
simultaneous retirement to treasury of 7,450,000 shares of common stock (the
“Control Shares”) held in the name of Maurice Katz (our former President) in a
transaction intended to qualify as a tax-free exchange pursuant to sections 351
and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Also
pursuant to the POE, DCRD affected a 1 for 4 reverse split of the Common Stock
of DCRD. At the Closing of the POE, DCRD had 100% of the issued and outstanding
shares of Wide Broad. As of the Closing date, DCRD issued to Wide Broad
20,000,000 new investment shares of Common Stock of DCRD and simultaneously
retired to treasury, 7,450,000 shares of common stock held in the name of
Maurice Katz (our former President), in exchange for 100% of the capital stock
of Wide Broad.
DCRD and
Wide Broad reorganized and Wide Broad became a wholly-owned subsidiary of DCRD.
CHDITN is currently a wholly-owned subsidiary of Wide Broad and after the post
share exchange, CHDITN became a wholly-owned indirect subsidiary of DCRD
operating under the name “Dongguan CHDITN Printing Co., Ltd.” a corporation
organized and existing under the laws of the People’s Republic of
China.
Information
about Wide Broad Group, Ltd and Dongguan CHDITN Printing Co., Ltd.
Wide
Broad was incorporated in the British Virgin Islands as a limited liability
company under the BVI Business Companies Act on September 28, 2006. They served
as the parent company of Dongguan CHDTIN Printing Co., Ltd, which was
established in 1998 and is located in Chang’an Town, Dongguan, Guangdong,
between Shenzhen and Guangzhou in southern China. CHDITN is an enterprise
specializing in the production and sale of high quality decor paper such as
furniture decorative paper, wood-grain paper, and paperboard. CHDITN has taken a
leadership position in introducing advanced microcomputer intaglio (gravure)
printing production equipment to the market. CHDITN also conducts research and
development in manufacturing 30g -120g PU paper, polyester paper, melamine
paper, wear-proof paper, 3D wood grain paper, as well as different kinds of
environmental friendly decorative papers.
Products
and Services
Decor, or
decoration, paper is a specialty paper used to finish the surface of wood
materials. Wood-grain decor paper, used in the manufacture of furniture and
laminated flooring, is one of the fastest growing grades of paper in the world.
The production of decor paper requires very specific technological
know-how.
Decorative
base paper is used to furnish the surface of interior decorative materials, such
as laminated board, which has wide application in interior decoration of
buildings, transportation vehicles, processed products such as fortified wooden
floorboard, furniture and composite office wares as well as interior decoration
of hotels, home and workplace. Decorative base paper includes melamine,
polyester, PU (Polyurethane), finish foil, painting paper, etc.
Decor
paper is highly affected by furniture and fortified wooden floorboard
industries. The architectural decorative material industry has grown quickly
fast in recent years because of prosperity in real estate markets all over the
world.
We now
have 3 décor paper printing production lines of which 2 were in full operation
with a one year production capacity of 96 million meters. The remaining 1
printing line was completed its installation and testing in the first quarter of
2010. We conduct research and development in manufacturing 30g -120g PU paper,
polyester paper, melamine paper, wear-proof paper, 3D wood grain paper, as well
as different kinds of environmentally friendly decorative
papers.
PU (PolyUrethane)
Paper
· Produced
by superficial PU printing using original paper.
· Width
is 1.27 meters; each packaged roll has a volume between 1250 and 2500 meters;
specification is 30g-60g.
· Product
characteristics:
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o
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The
wood patterned paper surface passes through special handling; the surface
is durable, pliable but hard to break, doesn’t degrade easily, and is
environmental friendly.
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o
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Suitable
for adhering to particleboard, medium density fiberboard (MDF), high
density fiberboard (HDF), cardboard, plywood, and
furniture.
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Paint
Paper
· Width
is 1.27 meters; the specification is 30g-60g.
· Product
characteristics:
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o
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Pre-soaked
paint paper is a form of high anti-avulsion decorating paper which has
high flexibility after soaking, and is easily adhered to
surfaces.
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o
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Suitable
for particleboard, MDF and HDF, cardboard, plywood, and curved
surfaces
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Polyester
Paper
· Width
1.27 meters, specification is 30g; each packaged roll is generally between 1250
meters and 2500 meters
· Product
characteristics:
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o
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Easily
adheres to most wooden surfaces, thus is one of the furniture industry’s
most commonly used covering
materials.
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Melamine
Furniture Surface Paper
· Suitable
for post-soaking, paste-pressed melamine board and reinforced floor board
surfaces.
· The
common paper thickness is 60-80g/meter.
· Product
characteristics:
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o
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Compared
to polyester paper, melamine paper is more resistant to wear, heat, fire
or smoke, and easier to clean. Melamine paper is fungus and mould proof
and anti-static.
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o
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Excellent
texture and clear color has met the national standards of Europe and
America. The design is diverse, environmentally friendly, and cost
effective. Conforms to the current environmental protection
trends.
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3
Distribution
Methods of the Products or Services
We face
to face directly sell to our customers (furniture factory or decor board
factory). We also use the distributors for selling products.
Source
and Availability of Raw Materials
The
imported raw materials are purchased from national supply agents. Suppliers will
directly transport the materials to out factory on time. We have regular and
long term supply partners which allows for the stability of our
supplies.
Patents,
Trademarks, Royalties, Etc.
The
Company has its own registered trademark in China and as of January 26, 2010
Décor Products International, Inc. has been added to the supplemental register
of the United States Patent and Trademark Office, although no claim is made to
the exclusive right to use "products and Inc.".
Government
Approvals
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-
The Company obtained an Industrial and Commercial Business License and tax
registration certificates
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| - The Company obtained a printing operation license |
| - The Company's products have passed all relevant inspection and quarantine |
Existing
or Probable Governmental Regulations
The
Company’s complies with all relevant government regulations. The Company is
familiar with the relevant government regulations, laws, and industrial
policies. The Company minimizes the cost of abiding by the government
regulations by being well versed in the policies and laws.
Number
of Employees
We
currently have 103 employees.
Strategy
and Implementation Summary
We plan
to refine our range of business, from decorative paper supplier to only focusing
on decorative board, such as our melamine production business, so as to gain a
competitive advantage in the market place. This new service we hope will help to
increase our market share in the entire industry. We believe that demand for
decorative paper as surface materials is expected to decrease in the future and
melamine as surface materials has a brighter future and its demand will
increase. Melamine board holds approximately 50% of the market share in the
kitchen furniture industry because it can be cleaned easily as determined by our
internal research department.
Future
product development strategy
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·
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The
company had planned to add three new décor paper printing production
lines, one of which was completed its installation and testing in the
first quarter of 2010, with the total capacity to produce 180 million
meters of decor paper and up to 35 laminating machines to enable the
Company to offer pre-laminated wood panels to its
customers;
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·
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Research
demand trends in international furniture and
decoration;
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·
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Conduct
new material and new technology studies;
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·
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Develop
products that conform to market demand; and
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·
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Become
the industry leader.
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Expansion
Plans
* We are
about to commence major expansion at our plant in Chang’an Town, covering decor
paper, decorative board production, R&D and some other fields.
* The
existing plant occupies 60,000 square feet of land. We have 100,000 square feet
of vacant leased land adjacent to the existing plant.
* The
centerpiece of our expansion will be 3 new state-of-the-art water-based ink
printing lines. The annual capacity of each line is 60 million meters. The use
of water-based inks will significantly lower ink costs. Solvent-based inks
currently represent 50% of our total manufacturing costs.
* In
addition to the new printing lines, we have identified a new market for
pre-laminated wooden panels for a number of our clients, particularly, breakdown
furniture manufacturers. We will install several laminated board and pressing
machines. The wooden panels, primarily medium density fiberboard (MDF) and
high density fiberboard (HDF), will be purchased domestically.
We expect
to execute our expansion plans in the coming 3 years and believe the “package”
service will help to increase our market share of the global industry. During
the years from 2010 to 2012, we expect to own 2 more decor paper production line
and 3 new laminated board production lines.
Competition
We
compete with several other Chinese decor paper manufacturers, as well as
European manufacturers. Major decorative paper manufacturers mainly dominate in
German, as well as Spain, and Japan. The decorative base paper industry in the
PRC is still in its infant development stage and with low concentration. Over
one hundred companies engage in this industry now. Most of them are small scale
with low output. Decorative paper manufacturing bases mainly distribute in areas
such as JiangSu, ZheJiang, HeBei, TianJin, ShanDong , ShangHai and GuangDong
province.
Our major
domestic competitors include: Wanli Industrial (Melamine paper: 7.59 million
pieces in 2007; Decor paper: 6726 tones in 2007), Beijing Jingnan Decorative
Materials Plant (10 production lines; Decor paper: 5000 tones; Decorative board:
400,000 pieces), Hebei Hengyuan Industrial (Decor paper: 6 production lines with
annual 3000 tones; Soakage paper: 8 production lines with 15 million pieces.),
The Interprint Group, China (4 production lines, Decor paper: yearly 3500
tones). We have a distinct advantage over these manufacturers in that they are
all located in Zhejiang Province in Eastern China (near Shanghai). The Zhejiang
Province is a large producer of furniture, the second largest in China, however,
well behind Guangzhou and Shenzhen – two of our key markets in southern
China.
We also
have competition from a number of integrated paper companies such as Shandong
Lunan Paper which produces decor paper on smaller paper machines. We have a
freight cost advantage, as well as newer technology when compared to Shandong
Lunan Paper.
We also
compete with European decor paper producers such as Schattdecor and Arjowiggins,
However, we fortunately have a significant freight cost advantage, as well as
lower labor costs compared to Schattdecor and Arjowiggins.
Competitive
Advantages
· Nine
years of decor paper manufacturing history
· Very
profitable business – after tax margins 20%
· Experienced,
proven, and motivated management
· Sales
force located in the major furniture producing regions
· State-of-the-art
technology and high quality control
· Geographic
advantage – freight cost advantage
Market
and Strategy
Apart
from China’s dominant position as the Number 1 furniture exporter in the world,
the rapid growth in disposable income in China has created a huge domestic
market. China has become a major consumer of furniture and other household
furnishings, which, in turn, has created a high demand for decor paper used in
furniture and laminate flooring manufacture.
In 1997,
China had a 3.2% market share in the global decor paper market; by 2010, we
believe that China will have a 25% market share, according to the report in “The
first peak of National decor paper industry seminar in 2005. With a current
capacity of 96 million meters of decor paper capacity, we are one of the largest
high-class decor paper manufacturers in China with an estimated 7% market
share.
Intellectual
Property
The
Company is currently processing a registered trademark within the United States
for Décor Products International, Inc. ™. This trademark serial number is
77833022 and was initially filed with the United States Patent and Trademark
Office on September 23, 2009. The Company does have a registered trademark named
"CHDITN” in China. The trademark is classified as No. 16 according to the
International Classification of Goods. The time of validity for the trademark is
from October 7, 2004 to October 6, 2014 with unlimited renewals. The trademark
was issued by the Trademark Office under the State Administration for Industry
and Commerce, PRC.
Regulation
There is
no specific law and regulation governing the industry in which CHDITN performs
in.
4
ITEM 1A. RISK
FACTORS
An
investment in our common stock being offered for resale by the selling
shareholders is very risky. You should carefully consider the risk factors
described below, together with all other information in this prospectus before
making an investment decision. Additional risks and uncertainties not presently
foreseeable to us may also impair our business operations. If any of the
following risks actually occurs, our business, financial condition or operating
results could be materially and adversely affected. In such case, the trading
price of our common stock could decline, and you may lose all or part of your
investment.
There
is no liquid trading market for DCRD shares of common stock.
There has
never been a liquid public trading market in DCRD common stock and no such
liquid trading market is expected to develop in the immediate future. DCRD
common stock is not a suitable investment for investors who require liquidity.
There can be no assurance that a significant public market for DCRD will develop
or be sustained. Thus, there is a risk that you may never be able to sell your
shares.
Our
common shares are thinly traded and, you may be unable to sell at or near ask
prices or at all if you need to sell your shares to raise money or otherwise
desire to liquidate your shares.
We cannot
predict the extent to which an active public market for our common stock will
develop or be sustained.
Our
common shares have historically been sporadically or "thinly-traded" on the
“Over-the-Counter Bulletin Board”, meaning that the number of persons interested
in purchasing our common shares at or near bid prices at any given time may be
relatively small or non-existent. This situation is attributable to a number of
factors, including the fact that we are a small company which is relatively
unknown to stock analysts, stock brokers, institutional investors and others in
the investment community that generate or influence sales volume, and that even
if we came to the attention of such persons, they tend to be risk-averse and
would be reluctant to follow an unproven company such as ours or purchase or
recommend the purchase of our shares until such time as we became more seasoned
and viable. As a consequence, there may be periods of several days or more when
trading activity in our shares is minimal or non-existent, as compared to a
seasoned issuer which has a large and steady volume of trading activity that
will generally support continuous sales without an adverse effect on share
price. We cannot give you any assurance that a broader or more active public
trading market for our common stock will develop or be sustained, or that
current trading levels will be sustained.
The
market price for our common stock is particularly volatile given our status as a
relatively small company with a small and thinly traded “float” and lack of
current revenues that could lead to wide fluctuations in our share price. The
price at which you purchase our common stock may not be indicative of the price
that will prevail in the trading market. You may be unable to sell your common
stock at or above your purchase price if at all, which may result in substantial
losses to you.
The
market for our common shares is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
The volatility in our share price is attributable to a number of factors. First,
as noted above, our common shares are sporadically and/or thinly traded. As a
consequence of this lack of liquidity, the trading of relatively small
quantities of shares by our shareholders may disproportionately influence the
price of those shares in either direction. The price for our shares could, for
example, decline precipitously in the event that a large number of our common
shares are sold on the market without commensurate demand, as compared to a
seasoned issuer which could better absorb those sales without adverse impact on
its share price. Secondly, we are a speculative or "risky" investment due to our
lack of revenues or profits to date and uncertainty of future market acceptance
for our current and potential products. As a consequence of this enhanced risk,
more risk-adverse investors may, under the fear of losing all or most of their
investment in the event of negative news or lack of progress, be more inclined
to sell their shares on the market more quickly and at greater discounts than
would be the case with the stock of a seasoned issuer. The following factors may
add to the volatility in the price of our common shares: actual or anticipated
variations in our quarterly or annual operating results; adverse outcomes,
additions or departures of our key personnel, as well as other items discussed
under this "Risk Factors" section, as well as elsewhere in this Registration
Statement. Many of these factors are beyond our control and may decrease the
market price of our common shares, regardless of our operating performance. We
cannot make any predictions or projections as to what the prevailing market
price for our common shares will be at any time, including as to whether our
common shares will sustain their current market prices, or as to what effect
that the sale of shares or the availability of common shares for sale at any
time will have on the prevailing market price.
Shareholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (1) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (2)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (3) boiler room practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (4) excessive and undisclosed bid-ask differential and markups by
selling broker-dealers; and (5) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. Our management is aware of the abuses that have
occurred historically in the penny stock market. Although we do not expect to be
in a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to our securities. The occurrence of these patterns or practices
could increase the volatility of our share price.
The
application of the "penny stock" rules could adversely affect the market price
of our common stock and increase your transaction costs to sell those
shares.
As long
as the trading price of our common shares is below $5 per share, the open-market
trading of our common shares will be subject to the "penny stock" rules. The
"penny stock" rules impose additional sales practice requirements on
broker-dealers who sell securities to persons other than established customers
and accredited investors (generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with their spouse). For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of securities and have received the
purchaser's written consent to the transaction before the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
broker-dealer must deliver, before the transaction, a disclosure schedule
prescribed by the Securities and Exchange Commission relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. These additional burdens
imposed on broker-dealers may restrict the ability or decrease the willingness
of broker-dealers to sell our common shares, and may result in decreased
liquidity for our common shares and increased transaction costs for sales and
purchases of our common shares as compared to other securities.
5
Volatility
in our common share price may subject us to securities litigation.
The
market for our common stock is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
In the past, plaintiffs have often initiated securities class action litigation
against a company following periods of volatility in the market price of its
securities. We may, in the future, be the target of similar litigation.
Securities litigation could result in substantial costs and liabilities and
could divert management's attention and resources.
Our
corporate actions are substantially controlled by a single
stockholder.
Man Kwai
Ming currently owns approximately 65.69% of our outstanding Common Stock,
representing a majority of our voting power. This stockholder could exert
substantial influence over matters such as electing directors and approving
mergers or other business combination transactions. In addition, because of the
percentage of ownership and voting concentration in the principal stockholder,
elections of our board of directors will generally be within the control of this
stockholder. While all of our shareholders are entitled to vote on matters
submitted to our shareholders for approval, the concentration of shares and
voting control presently lies with this principal stockholder. As such, it would
be extremely difficult for shareholders to propose and have approved proposals
not supported by the Man Kwai Ming. There can be no assurances that matters
voted upon by the Man Kwai Ming will be viewed favorably by all shareholders of
our company.
DCRD
does not intend to pay any dividend for the foreseeable future.
DCRD does
not anticipate paying cash dividends in the foreseeable future. The future
payment of dividends is directly dependent upon future earnings, financial
requirements and other factors to be determined by DCRD’s board of directors.
DCRD anticipates any earnings that may be generated from operations will be used
to finance growth and that cash dividends will not be paid to
shareholders.
DCRD
may need to issue more stock, which could dilute your stock.
If DCRD
does not have enough capital to meet future capital requirements, they may need
to conduct additional capital-raising in order to continue operations. To the
extent that additional capital is raised through the sale of equity and/or
convertible debt securities, the issuance of such securities could result in
dilution to shareholders and/or increased debt service commitments. Accordingly,
if DCRD issues additional stock, it could reduce the value of your
stock.
If
DCRD loses the services of a number of key employees, their business could
suffer.
Our
success is highly dependent upon the continued services of Liu Rui Sheng, who is
President, CEO and Chairman of our Board of Directors. We do have a written
employment agreement with Mr. Liu until 2010 but the loss of his services
would have a material adverse effect on DCRD and subsequently CHDITN business.
There can be no assurances that DCRD would be able to replace this executive in
the event his services become unavailable. DCRD does not have any key-man life
insurance on any of their employees.
Changes
In The Cost Or Availability Of Raw Materials, Energy And Transportation Could
Affect Our Profitability.
We rely
heavily on certain raw materials (paper, ink), energy sources (principally
natural gas, coal and fuel oil) and third party companies that transport our
goods. Our profitability has been, and will continue to be, affected by changes
in the costs and availability of such raw materials, energy sources and
transportation sources.
The
Industries In Which We Operate Experience Both Economic Cyclicality And Changes
In Consumer Preferences. Fluctuations In The Prices Of And The Demand For Our
Products Could Materially Affect Our Financial Condition, Results Of Operations
And Cash Flows.
Substantially
all of our businesses have experienced, and are likely to continue to
experience, cycles relating to industry capacity and general economic
conditions. The length and magnitude of these cycles have varied over time and
by product. In addition, changes in consumer preferences may increase or
decrease the demand for our fiber-based products and non-fiber substitutes.
Consequently, our operating cash flow is sensitive to changes in the pricing and
demand for our products.
Competition
In The Global Market Could Negatively Impact Our Financial Results.
We
operate in a competitive international environment in all of our operating
segments. Pricing or product strategies pursued by competitors could negatively
impact our financial results. Increased competition from either domestic or
foreign paper producers provides alternatives to the company's products.
Increases in competitive production capacity, can result in sales declines from
reduced shipment volume and/or lower net selling prices in order to maintain
shipment volume.
Continued
Adverse Developments In General Business And Economic Conditions Could Have An
Adverse Effect On The Demand For Our Products And Our Financial Condition And
Results Of Operation.
General
economic conditions may adversely affect industrial non-durable goods
production, consumer spending, commercial printing and advertising activity, and
consumer confidence, all of which impact demand for our products. In addition,
continued volatility in the capital and credit markets, which impacts interest
rates, currency exchange rates and the availability of credit could have a
material adverse effect on our business, financial condition and our results of
operations.
Material
Disruptions At One Of Our Manufacturing Facilities Could Negatively Impact Our
Financial Results.
We
operate our facilities in compliance with applicable rules and regulations and
take measures to minimize the risks of disruption at our facilities. A material
disruption at one of our manufacturing facilities could prevent us from meeting
customer demand, reduce our sales and/or negatively impact our financial
results. Any of our manufacturing facilities, or any of our machines within an
otherwise operational facility, could cease operations unexpectedly due to a
number of events, including:
*unscheduled
maintenance outages;
*prolonged
power failures;
*an
equipment failure;
*a
chemical spill or release;
*explosion
of a boiler;
*the
effect of a drought or reduced rainfall on its water supply;
*labor
difficulties;
*disruptions
in the transportation infrastructure, including roads, bridges, railroad tracks
and tunnels;
*fires,
floods, earthquakes, hurricanes or other catastrophes;
*terrorism
or threats of terrorism;
*domestic
and international laws and regulations applicable to our Company and our
business partners, including joint venture partners, around the world;
and
*other
operational problems.
Any such
downtime or facility damage could prevent us from meeting customer demand for
our products and/or require us to make unplanned capital expenditures. If one of
these machines or facilities were to incur significant downtime, our ability to
meet our production targets and satisfy customer requirements could be impaired,
resulting in lower sales and having a negative effect on our financial
results.
6
We
May Experience Pricing Variability
The
polyurethane paper, paint paper, polyester paper, and melamine furniture surface
paper industries historically have experienced significant fluctuations in
selling prices. If we are unable to maintain the selling prices of products
within these industries, that inability may have a material adverse effect on
our results of operations and financial condition. We are not able to predict
with certainty market conditions or the selling prices for our
products.
We
may experience high account receivables balances from time to time due to
extending the credit terms, which may have an adverse effect on our operating
profitability and cash flow and financing needs.
We
generally have extended the credit terms of accounts receivable from 30 to 90
days to 90 to 180 days accounts receivable period, and if our customers extend
the period in which they pay, we will experience a reduced cash flow, which
could have an adverse effect on our ability to fund our operations and
growth. One result may be that we will have to obtain outside
financing and our operating expense will increase. Extension of the
accounts receivable period may also result in reduced collections, which will
adversely affect our operations and profitability.
We
Have Been Dependent on Certain Customers
Our top
ten customers account for 26.1% of sales. The loss of these customers could have
a material adverse effect on sales and, depending on the significance of the
loss, our results of operations, financial condition or cash flows.
DCRD
may have difficulty managing potential growth.
DCRD
could experience a period of significant expansion and they anticipate that
further expansion will be required to address potential growth in customer base
and market opportunities. Any expansion is expected to place a significant
strain on management, operational and financial resources. At the present time,
DCRD expects it will be required to increase the number of employees during the
current fiscal year. To manage the expected growth of operations and personnel,
DCRD will be required to improve existing and implement new transaction
processing, operational and financial systems, procedures and controls, and to
expand, train and manage the growing employee base. DCRD also will be required
to expand finance, administrative and operations staff. Further, DCRD may be
required to enter into relationships with various strategic partners necessary
to business. There can be no assurance that the current and planned personnel
systems, procedures and controls will be adequate to support the future
operations, that management will be able to hire, train, retain, motivate and
manage required personnel or that management will be able to identify, manage
and exploit existing and potential strategic relationships and market
opportunities. DCRD’s failure to manage growth effectively could have a material
adverse effect on business, results of operations and financial
condition.
If
appropriate opportunities present themselves, DCRD intends to acquire
technologies, services or products that they believe are strategic. The process
of integrating an acquired technology, service or product may result in
unforeseen operating difficulties and expenditures and may absorb significant
management attention that would otherwise be available for ongoing development
of business. Moreover, there can be no assurance that the anticipated benefits
of any acquisition will be realized.
Further,
acquisitions of technologies, services or products could result in potentially
the incurrence of debt, contingent liabilities and/or amortization expenses
related to goodwill and other intangible assets, which could materially
adversely affect business, results of operations and financial condition. Any
such future acquisitions of other businesses, technologies, services or products
might require us to obtain additional equity or debt financing, which might not
be available on terms favorable to DCRD, or at all, and such financing, if
available, might be dilutive.
DCRD’s
business plan is based, in part, on estimates and assumptions which may prove to
be inaccurate and accordingly their business plan may not succeed.
The
discussion of the business incorporates management’s current best estimate and
analysis of the potential market, opportunities and difficulties that DCRD
faces. There can be no assurances that the underlying assumptions accurately
reflect opportunities and potential for success. Competitive and economic forces
on marketing, distribution and pricing of products make forecasting of sales,
revenues and costs extremely difficult and unpredictable.
You
may experience difficulties in effecting service of legal process, enforcing
foreign judgments or bringing original actions in China based on United States
or other foreign laws against us, our management or the experts named in this
current report.
We
conduct substantially all of our operations in China and substantially all of
our assets are located in China. In addition, most of our senior executive
officers reside within China. As a result, it may not be possible to effect
service of process within the United States or elsewhere outside of China upon
our senior executive officers, including with respect to matters arising under
U.S. federal securities laws or applicable state securities laws. Moreover, our
PRC counsel has advised us that the PRC does not have treaties with the United
States or many other countries providing for the reciprocal recognition and
enforcement of judgment of courts.
We
face risks related to health epidemics and other outbreaks.
Our
business could be adversely affected by the effects of SARS or another epidemic
or outbreak. China reported a number of cases of SARS in April 2004. Any
prolonged recurrence of SARS or other adverse public health developments in
China may have a material adverse effect on our business operations. For
instance, health or other government regulations adopted in response may require
temporary closure of our production facilities or of our offices. Such closures
would severely disrupt our business operations and adversely affect our results
of operations. We have not adopted any written preventive measures or
contingency plans to combat any future outbreak of SARS or any other
epidemic.
PRC
laws and regulations governing our business are uncertain. If we are found to be
in violation, we could be subject to sanctions. In addition, changes in such PRC
laws and regulations may materially and adversely affect our
business.
There are
substantial uncertainties regarding the interpretation and application of PRC
laws and regulations, including, but not limited to, the laws and regulations
governing our business. We are considered a foreign person or foreign invested
enterprise under PRC law. As a result, we are subject to PRC law limitations on
foreign ownership of Chinese companies. These laws and regulations are
relatively new and may be subject to change, and their official interpretation
and enforcement may involve substantial uncertainty. The effectiveness of newly
enacted laws, regulations or amendments may be delayed, resulting in detrimental
reliance by foreign investors. New laws and regulations that affect existing and
proposed future businesses may also be applied retroactively.
The PRC
government has broad discretion in dealing with violations of laws and
regulations, including levying fines, revoking business and other licenses and
requiring actions necessary for compliance. In particular, licenses and permits
issued or granted to us by relevant governmental bodies may be revoked at a
later time by higher regulatory bodies. We cannot predict the effect of the
interpretation of existing or new PRC laws or regulations on our businesses. We
cannot assure you that our current ownership and operating structure would not
be found in violation of any current or future PRC laws or regulations. As a
result, we may be subject to sanctions, including fines, and could be required
to restructure our operations or cease to provide certain services. Any of these
or similar actions could significantly disrupt our business operations or
restrict us from conducting a substantial portion of our business operations,
which could materially and adversely affect our business, financial condition
and results of operations.
7
Declining
economic conditions could negatively impact our business
Our
operations are affected by local, national and worldwide economic conditions.
Markets in the United States and elsewhere have been experiencing extreme
volatility and disruption for more than 12 months, due in part to the financial
stresses affecting the liquidity of the banking system and the financial markets
generally. The consequences of a potential or prolonged recession may include a
lower level of economic activity and uncertainty regarding energy prices and the
capital and commodity markets. While the ultimate outcome and impact of the
current economic conditions cannot be predicted, a lower level of economic
activity might result in a decline in energy consumption, which may adversely
affect the price of oil, liquidity and future growth. Instability in the
financial markets, as a result of recession or otherwise, also may affect the
cost of capital and our ability to raise capital.
Fluctuations
in exchange rates could adversely affect our business and the value of our
securities.
The value
of our common stock will be indirectly affected by the foreign exchange rate
between U.S. dollars and RMB and between those currencies and other currencies
in which our sales may be denominated. Because substantially all of our earnings
and cash assets are denominated in RMB fluctuations in the exchange rate between
the U.S. dollar and the RMB will affect the relative purchasing power of our
monies, our balance sheet and our earnings per share in U.S. dollars. In
addition, appreciation or depreciation in the value of the RMB relative to the
U.S. dollar would affect our financial results reported in U.S. dollar terms
without giving effect to any underlying change in our business or results of
operations. Fluctuations in the exchange rate will also affect the relative
value of any dividend we issue that will be exchanged into U.S. dollars as well
as earnings from, and the value of, any U.S. dollar-denominated investments we
make in the future.
Since
July 2005, the RMB has no longer been pegged to the U.S. dollar. Although the
People’s Bank of China regularly intervenes in the foreign exchange market to
prevent significant short-term fluctuations in the exchange rate, the RMB may
appreciate or depreciate significantly in value against the U.S. dollar in the
medium to long term. Moreover, it is possible that in the future PRC authorities
may lift restrictions on fluctuations in the RMB exchange rate and lessen
intervention in the foreign exchange market.
Very limited hedging transactions are
available in China to reduce our exposure to exchange rate fluctuations. To
date, we have not entered into any hedging transactions. While we may enter into
hedging transactions in the future, the availability and effectiveness of these
transactions may be limited, and we may not be able to successfully hedge our
exposure at all. In addition, our foreign currency exchange losses may be
magnified by PRC exchange control regulations that restrict our ability to
convert RMB into foreign currencies.
Risk Factors Regarding Our
Subsidiary, Wide Broad Group Ltd.
If
shareholders sought to sue Wide Broad or DCRD officers or directors, it may be
difficult to obtain jurisdiction over the parties and access to the assets
located in the PR C.
Because
Wide Broad and DCRD’s officers and directors will reside outside of the United
States, it may be difficult, if not impossible, to acquire jurisdiction over
these persons in the event a lawsuit is initiated against such officers and
directors by shareholders in the United States. It also is unclear if
extradition treaties now in effect between the United States and the PRC would
permit effective enforcement of criminal penalties of the federal securities
laws. Furthermore, because substantially all of Wide Broad and DCRD’s assets are
located in the PRC, it would also be extremely difficult to access those assets
to satisfy an award entered against then in U.S. court.
BVI
companies may not be able to initiate shareholder derivative actions, thereby
depriving shareholders of the ability to protect their interests.
BVI
companies may not have standing to initiate a shareholder derivative action in a
federal court of the United States. The circumstances in which any such action
may be brought, and the procedures and defenses that may be available in respect
to any such action, may result in the rights of shareholders of a BVI company
being more limited than those of shareholders of a company organized in the
United States. Accordingly, shareholders may have fewer alternatives available
to them if they believe that corporate wrongdoing has occurred. The BVI courts
are also unlikely to recognize or enforce against Décor’s judgments of courts in
the United States based on certain liability provisions of U.S. securities law
and to impose liabilities against it, in original actions brought in the British
Virgin Islands, based on certain liability provisions of U.S. securities laws
that are penal in nature.
Although
there is no statutory enforcement in the British Virgin Islands of judgments
obtained in the United States, the courts of the British Virgin Islands will
recognize a foreign judgment as the basis for a claim at common law in the
British Virgin Islands provided:
* the
U.S. court issuing the judgment had jurisdiction in the matter and the company
either submitted to such jurisdiction or was resident or carrying on business
within such jurisdiction and was duly served with process;
* the
judgment given by the U.S. court was not in respect of penalties, taxes, fines
or similar fiscal or revenue obligations of the company;
* in
obtaining judgment there was no fraud on the part of the person in whose favor
judgment was given or on the part of the court;
* recognition
or enforcement of the judgment in the BVI would not be contrary to public
policy; and
* the
proceedings pursuant to which judgment was obtained were not contrary to natural
justice.
SHOULD ONE OR MORE OF THE FOREGOING RISKS
OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE
INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED,
BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.
8
ITEM 1B. UNRESOLVED STAFF
COMMENTS
None.
ITEM 2.
PROPERTIES
Presently,
we lease a plant that is 60,000 square feet. We also lease 100,000 square feet
of vacant land adjacent to our plant for future expansion. Our plant is located
at Chang’an Town, Dongguan, Guangdong, between Shenzhen and Guangzhou in
southern China.
We are not aware of any pending or
threatened legal proceedings, in which we are involved. In addition, we are not
aware of any pending or threatened legal proceedings in which entities
affiliated with our officers, directors or beneficial owners are
involved.
ITEM 4.
Not
Applicable
ITEM 5. MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Our
common stock is traded the Over-The-Counter Bulletin Board under the symbol
“DCRD.” The Over-The-Counter Bulletin Board is a quotation medium for
subscribing members only. And only market makers can apply to quote securities
on the Over-The-Counter Bulletin Board. Trading in the common stock in the
over-the-counter market has been limited and sporadic and the quotations set
forth below are not necessarily indicative of actual market conditions. Further,
these prices reflect inter-dealer prices without retail mark-up, mark-down, or
commission, and may not necessarily reflect actual transactions. The following
tables set forth the high and low sale prices for our common stock as reported
on the Electronic Bulletin Board for the periods indicated.
|
Period
|
High
|
Low
|
||||||
|
Quarter
Ended December 31, 2008*
|
$
|
.20
|
$
|
.125
|
||||
|
Quarter
Ended March 31, 2009
|
$
|
.51
|
$
|
.20
|
||||
|
Quarter
Ended June 30, 2009
|
$
|
.65
|
$
|
.51
|
||||
|
Quarter
Ended September 30, 2009**
|
$
|
2.60
|
$
|
1.50
|
||||
|
Quarter
Ended December 31, 2009
|
$
|
2.75
|
$
|
1.70
|
||||
|
Interim
period April 14, 2010
|
$
|
1.50
|
$
|
1.50
|
||||
*Our
stock commenced trading on October 15, 2008
**Our
stock effected a 1 for 4 Reverse Split on July 24, 2009
A
shareholder in all likelihood will not be able to resell their securities should
he or she desire to do so when eligible for public resale. Furthermore, it is
unlikely that a lending institution will accept our securities as pledged
collateral for loans unless a regular trading market develops. We have no plans,
proposals, arrangements or understandings with any person with regard to the
development of a trading market in any of our securities.
Holders
As of
April 14, 2010 there were 70 holders of record of our common stock.
Dividends
Holders
of record of shares of common stock are entitled to receive dividends when and
if declared by the board of directors out of funds of the company legally
available thereof.
We have
not declared any cash dividends on our common stock since our inception and do
not anticipate paying such dividends in the foreseeable future. We plan to
retain any future earnings for use in our business. Any decisions as to future
payment of dividends will depend on our earnings and financial position and such
other factors, as the Board of Directors deems relevant.
Dividend
Policy
All
shares of common stock are entitled to participate proportionally in dividends
if our Board of Directors declares them out of funds legally available. These
dividends may be paid in cash, property or additional shares of common stock. We
have not paid any dividends since our inception and presently anticipate that
all earnings, if any, will be retained to develop our business. Any future
dividends will be at the discretion of our Board of Directors and will depend
upon, among other things, our future earnings, operating and financial
condition, capital requirements, and other factors.
Our
Shares are "penny stocks" within the definition of that term as contained in the
Securities Exchange Act of 1934, generally equity securities with a price of
less than $5.00. Our shares will then be subject to rules that impose sales
practice and disclosure requirements on certain broker-dealers who engage in
certain transactions involving a penny stock.
Under the
penny stock regulations, a broker-dealer selling penny stock to anyone other
than an established customer or "accredited investor" must make a special
suitability determination for the purchaser and must receive the purchaser's
written consent to the transaction prior to the sale, unless the broker-dealer
is otherwise exempt. Generally, an individual with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 individually or $300,000 together
with his or her spouse is considered an accredited investor. In addition, unless
the broker-dealer or the transaction is otherwise exempt, the penny stock
regulations require the broker-dealer to deliver, prior to any transaction
involving a penny stock, a disclosure schedule prepared by the Securities and
Exchange Commission relating to the penny stock market. A broker-dealer is also
required to disclose commissions payable to the broker-dealer and the Registered
Representative and current bid and offer quotations for the securities. In
addition a broker-dealer is required to send monthly statements disclosing
recent price information with respect to the penny stock held in a customer's
account, the account’s value and information regarding the limited market in
penny stocks. As a result of these regulations, the ability of broker-dealers to
sell our stock may affect the ability of Selling Security Holders or other
holders to sell their shares in the secondary market. In addition, the penny
stock rules generally require that prior to a transaction in a penny stock, the
broker-dealer make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.
These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. These additional sales practice and disclosure requirements could
impede the sale of our securities, if our securities become publicly traded. In
addition, the liquidity for our securities may be adversely affected, with
concomitant adverse affects on the price of our securities. Our shares may
someday be subject to such penny stock rules and our shareholders will, in all
likelihood, find it difficult to sell their securities.
9
Equity
Compensation Plan and Stock Option Plan Information
The
Company, at the current time, has no stock option plan or any equity
compensation plans
Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities
During
the past three years the registrant has issued the following securities without
registration under the Securities Act of 1933, as amended:
Shares Issued for Services
in 2007
We issued
8,000,000 (2,000,000 post split) common shares to Maurice Katz, President and
CEO, for his services to our Company. The shares were issued at par value. We
relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as
amended. We made this offering based on the following facts: (1) the issuance
was an isolated private transaction which did not involve a public offering; (2)
there was only one offeree, (3) the offeree has agreed to the imposition of a
restrictive legend on the face of the stock certificate representing its shares,
to the effect that it will not resell the stock unless its shares are registered
or an exemption from registration is available; (4) the offeree was a
sophisticated investor very familiar with our company and stock-based
transactions; (5) there were no subsequent or contemporaneous public offerings
of the stock; (6) the stock was not broken down into smaller denominations; and
(7) the negotiations for the sale of the stock took place directly between the
offeree and our management.
We issued
150,000 (37,500 post split) common shares to Robin Beugeltas, co-founder, for
his services to the Company. The shares were issued at par value. We relied on
exemptions provided by Section 4(2) of the Securities Act of 1933, as amended.
We made this offering based on the following facts: (1) the issuance was an
isolated private transaction which did not involve a public offering; (2) there
was only one offeree, (3) the offeree has agreed to the imposition of a
restrictive legend on the face of the stock certificate representing its shares,
to the effect that it will not resell the stock unless its shares are registered
or an exemption from registration is available; (4) the offeree was a
sophisticated investor very familiar with our company and stock-based
transactions; (5) there were no subsequent or contemporaneous public offerings
of the stock; (6) the stock was not broken down into smaller denominations; and
(7) the negotiations for the sale of the stock took place directly between the
offeree and our management.
We issued
50,000 (12,500 post split) common shares to Guardian Registrar & Transfer,
Inc. for its services to the Company as a registrar and transfer
agent. The shares were issued at $.20 per share and used to pay for
part of the service fee owed to Guardian in their capacity as your transfer
agent. We relied on exemptions provided by Section 4(2) of the Securities Act of
1933, as amended. We made this offering based on the following facts: (1) the
issuance was an isolated private transaction which did not involve a public
offering; (2) there was only one offeree, (3) the offeree has agreed to the
imposition of a restrictive legend on the face of the stock certificate
representing its shares, to the effect that it will not resell the stock unless
its shares are registered or an exemption from registration is available; (4)
the offeree was a sophisticated investor very familiar with our company and
stock-based transactions; (5) there were no subsequent or contemporaneous public
offerings of the stock; (6) the stock was not broken down into smaller
denominations; and (7) the negotiations for the sale of the stock took place
directly between the offeree and our management.
We issued
50,000 (12,500 post split) common shares to Weiheng Cai for his services as a
member of the Company’s Board of Directors. The shares were issued at par value.
We relied on exemptions provided by Section 4(2) of the Securities Act of 1933,
as amended. We made this offering based on the following facts: (1) the issuance
was an isolated private transaction which did not involve a public offering; (2)
there was only one offeree, (3) the offeree has agreed to the imposition of a
restrictive legend on the face of the stock certificate representing its shares,
to the effect that it will not resell the stock unless its shares are registered
or an exemption from registration is available; (4) the offeree was a
sophisticated investor very familiar with our company and stock-based
transactions; (5) there were no subsequent or contemporaneous public offerings
of the stock; (6) the stock was not broken down into smaller denominations; and
(7) the negotiations for the sale of the stock took place directly between the
offeree and our management.
We issued
500,000 (125,000 post split) common shares to Greentree Financial Group, Inc.
for its consulting services to the Company that consist of assisting in the
preparation of Form 10, compliance with state Blue Sky regulations, selection of
an independent transfer agent and Edgar services. The shares were issued at $.20
per share. We relied on exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended. We made this offering based on the following
facts: (1) the issuance was an isolated private transaction which did not
involve a public offering; (2) there was only one offeree, (3) the offeree has
agreed to the imposition of a restrictive legend on the face of the stock
certificate representing its shares, to the effect that it will not resell the
stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management. A copy of
the consulting agreement between Greentree Financial Group, Inc. and ourselves
is attached hereto as Exhibit 10.30.
2007 Common Stock
Offering
We issued
42,500 (10,625 post split) shares of the Company’s common stock shares to seven
accredited US investors for $.20 ($0.80 post split) per share and an aggregate
cost of $8,500. The offering was not underwritten since it was made
privately to a small group of investors in the local community. These
sales of restricted securities were made in reliance upon Regulation D of the
Securities Act of 1933. These securities have not been approved or
disapproved by the Securities and Exchange Commission nor has the SEC or any
agency reviewed or passed upon the accuracy or adequacy of the offering
memorandum. Any representation to the contrary is a criminal
offense. Accordingly, investors relied upon their own examination of
the offering and our Company in making an investment decision. This
offering was made in reliance on an exemption from registration with the SEC
provided by section 3(b) of the Securities Act of 1933, as amended, and Rule 504
of Regulation D promulgated there under by the SEC.
We issued
100,000 (25,000 post split) of the Company’s unregistered common stock shares to
30 offshore investors, for $.20 ($0.80 post split) per share and an aggregate
cost of $20,000. The offering was not underwritten since it was made
to only a small group of investors in China. We found these
individuals through our Director Weiheng Cai who approached individuals in his
local community in south China for investment in our Company. These
sales of restricted securities were made in reliance upon an exemption from
registration provided by Regulation S of the Securities Act of
1933. These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the SEC or any agency reviewed or
passed upon the accuracy or adequacy of the offering memorandum. Any
representation to the contrary is a criminal offense. Accordingly,
investors relied upon their own examination of the offering and our Company in
making an investment decision. This offering was made in reliance on
an exemption from registration with the SEC provided by Rule 903 of Regulation S
promulgated under the Securities Act of 1933 by the SEC.
10
2009 Shares
Issued
Pursuant to the POE and as of closing
of the POE, the Company owns 100% of the issued and outstanding shares of Wide
Broad. As of the Closing date, the Company issued to Wide Broad 20,000,000 new
investment shares of Common Stock of the Company and simultaneously retired to
treasury, 7,450,000 shares of common stock held in the name of Maurice Katz (our
President), in exchange for 100% of the capital stock of Wide Broad. The Company
and Wide Broad has been reorganized, such that the Company has acquired 100% the
capital stock of Wide Broad, and Wide Broad is a wholly-owned subsidiary of the
Company. CHDITN is currently a wholly-owned subsidiary of Wide Broad and after
the post share exchange, CHDITN is a wholly-owned indirect subsidiary of the
Company operating under the name “Dongguan CHDITN Printing Co., Ltd.” a
corporation organized and existing under the laws of the People’s Republic of
China.
In
connection with POE we issued 18,000,000 shares to Mr. Man Kwai Ming. We relied
on exemptions provided by Section 4(2) of the Securities Act of 1933, as
amended. We made this offering based on the following facts: (1) the issuance
was an isolated private transaction which did not involve a public offering; (2)
there was only one offeree, (3) the offeree has agreed to the imposition of a
restrictive legend on the face of the stock certificate representing its shares,
to the effect that it will not resell the stock unless its shares are registered
or an exemption from registration is available; (4) the offeree was a
sophisticated investor very familiar with our company and stock-based
transactions; (5) there were no subsequent or contemporaneous public offerings
of the stock; (6) the stock was not broken down into smaller denominations; and
(7) the negotiations for the sale of the stock took place directly between the
offeree and our management.
In
connection with the POE we issued 2,000,000 shares to Smart Approach
Investments, Ltd., a limited liability company organized under the laws of the
British Virgin Islands. Mr. Ng Siu Kei is the sole director and shareholder of
Smart Approach Investments, Ltd. We relied on exemptions provided by Section
4(2) of the Securities Act of 1933, as amended. We made this offering based on
the following facts: (1) the issuance was an isolated private transaction which
did not involve a public offering; (2) there was only one offeree, (3) the
offeree has agreed to the imposition of a restrictive legend on the face of the
stock certificate representing its shares, to the effect that it will not resell
the stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
On
December 4, 2009, the Company’s Board of Directors issued Four Hundred Five
Thousand (405,000) Warrants to purchase Four Hundred Five Thousand (405,000)
shares of the Company’s Common Stock at one dollar per share for a period of
five years. The Warrants were issued to Greentree Financial Group
Inc., Precursor Management Inc., Linear Capital Partners LLC and Maurice Katz as
incentive to lend money to CHDITN Printing Co. Ltd., the Registrants wholly
owned subsidiary in China. The Warrants were issued, pursuant to the
Securities Act of 1933, as amended, and applicable state law. Specifically, we
relied on section 4(2) of the Securities Act of 1933. We issued these
shares based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there were only four
offerees, (3) the offerees have agreed to the imposition of a restrictive legend
on the face of the stock certificate representing its shares, to the effect that
it will not resell the stock unless its shares are registered or an exemption
from registration is available; (4) the offerees were sophisticated investors
very familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
On
November 10, 2009, the Company’s Board of Directors issued Two Million Three
Hundred Forty Thousand (2,340,000) Warrants to purchase Two Million Three
Hundred Forty Thousand (2,340,000) shares of the Company’s Common Stock at one
dollar per share for a period of five years. The Warrants were issued
to Zhuang, Jinghua and Shi Quan Ling as incentive to lend money to CHDITN
Printing Co. Ltd., the Registrants wholly owned subsidiary in
China. The Warrants were issued, pursuant to the Securities Act of
1933, as amended, and applicable state law. Specifically, we relied on section
4(2) of the Securities Act of 1933. We issued these shares based on
the following facts: (1) the issuance was an isolated private transaction which
did not involve a public offering; (2) there was only one offeree, (3) the
offeree has agreed to the imposition of a restrictive legend on the face of the
stock certificate representing its shares, to the effect that it will not resell
the stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
In
September of 2009, we entered into an Investor Relations Consulting Agreement
(the “Consulting Agreement”) with an Investor Relations firm, pursuant to which
we granted 400,000 warrants priced at $1.40 per share, for the services rendered
in connection with management consulting, business advisory, shareholder
information and public relations. The warrants are irrecoverable, non-cancelable
with piggy back registration rights and were exempt from registration pursuant
to Regulation D.
Also, in
August 2009, we entered into an Offshore Stock Purchase Agreement (the “Stock
Purchase Agreement”) with a private investor, Mr. Zhang, Zijian (“Mr. Zhang”),
pursuant to which Mr. Zhang purchased 200,000 shares of restricted common stock
for an aggregate amount of $200,000, or $1.00 per share. As a result, Mr. Zhang
owns 0.97% of the issued and outstanding shares of our common stock. The
proceeds from the Stock Purchase Agreement were used to fund our working
capital. These shares were sold pursuant to Regulation
S.
In July
2009, we issued 5,000 (1,250 post split) common shares to Salvatore Trapani at
$0.20 ($0.80 post split) per share for an aggregate price of
$1,000. We used the proceeds from these offerings for working capital
purposes. We relied on exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended. We made this offering based on the following
facts: (1) the issuance was an isolated private transaction which did not
involve a public offering; (2) there was only one offeree, (3) the offeree has
agreed to the imposition of a restrictive legend on the face of the stock
certificate representing its shares, to the effect that it will not resell the
stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
In July
2009, we issued 25,000 (6,250 post split) common shares to Meika Johnson at
$0.20 ($0.80 post split) per share for an aggregate price of
$5,000. We used the proceeds from these offerings for working capital
purposes. We relied on exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended. We made this offering based on the following
facts: (1) the issuance was an isolated private transaction which did not
involve a public offering; (2) there was only one offeree, (3) the offeree has
agreed to the imposition of a restrictive legend on the face of the stock
certificate representing its shares, to the effect that it will not resell the
stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
In July
2009, we issued 75,000 (18,750 post split) common shares to Danzig Ltd. at $0.20
($.80 post split) per share for an aggregate price of $15,000. We
used the proceeds from these offerings for working capital
purposes. We relied on exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended. We made this offering based on the following
facts: (1) the issuance was an isolated private transaction which did not
involve a public offering; (2) there was only one offeree, (3) the offeree has
agreed to the imposition of a restrictive legend on the face of the stock
certificate representing its shares, to the effect that it will not resell the
stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
Purchases
of Equity Securities by the Small Business Issuer and Affiliated
Purchasers
None.
Transfer
Agent
Our transfer agent is Guardian Registrar
& Transfer, Inc. located at 7951 SW 6th Street, Suite 216, Plantation,
Florida 33324.
11
ITEM 6. SELECTED FINANCIAL
DATA
If the registrant qualifies as a smaller
reporting company as defined by Rule
229.10(f)(1), it is not required to provide the information required by
this Item.
ITEM 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION
Forward
Looking Statements
Certain
statements in this report, including statements of our expectations, intentions,
plans and beliefs, including those contained in or implied by "Management's
Discussion and Analysis" and the Notes to Consolidated Financial Statements, are
"forward-looking statements", within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
subject to certain events, risks and uncertainties that may be outside our
control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”,
“will”, and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. We undertake no obligation to
update or revise any forward-looking statements. These forward-looking
statements include statements of management's plans and objectives for our
future operations and statements of future economic performance, information
regarding our expansion and possible results from expansion, our expected
growth, our capital budget and future capital requirements, the availability of
funds and our ability to meet future capital needs, the realization of our
deferred tax assets, and the assumptions described in this report underlying
such forward-looking statements. Actual results and developments could differ
materially from those expressed in or implied by such statements due to a number
of factors, including, without limitation, those described in the context of
such forward-looking statements, our expansion strategy, our ability to achieve
operating efficiencies, our dependence on distributors, capacity, suppliers,
industry pricing and industry trends, evolving industry standards, domestic and
international regulatory matters, general economic and business conditions, the
strength and financial resources of our competitors, our ability to find and
retain skilled personnel, the political and economic climate in which we conduct
operations and the risk factors described from time to time in our other
documents and reports filed with the Securities and Exchange Commission (the
"Commission"). Additional factors that could cause actual results to differ
materially from the forward-looking statements include, but are not limited to:
1) our ability to successfully develop and deliver our product; 2) our ability
to compete effectively with other companies in the same industry; 3) our ability
to raise sufficient capital in order to effectuate our business plan; and 4) our
ability to retain our key executive.
RESULTS
OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
Revenues
We had
revenues of $25,262,562 and $25,671,704 for the years ended December 31, 2009
and 2008, respectively. The sales revenues were due primarily to the sales of
our décor paper. The revenues decreased due primarily to the economic downturn
as a result of the global financial crisis during the second half of 2008 which
had a negative impact on our sales during the first and second quarters of
2009.
Cost
of Revenue
Cost of
revenue primarily includes cost of supplies to manufacture our décor paper. We
had $14,282,060 and $15,112,332 in cost of sales, or 56.53% and 58.87% of sales
revenues, during the years ended December 31, 2009 and 2008, respectively. The
cost of revenue as a percentage of revenue decreased due to the more efficient
use of supplies.
Operating
Expenses
We had
operating expenses of $4,586,767 and $1,549,643 for the years ended December 31,
2009 and 2008 respectively. The significant increase in operating expenses was
due primarily to the professional and consulting fee of $1,402,892 incurred in
connection with the services rendered for the plan of exchange transaction. In
addition, we had non-cash consulting expenses of $339,096 as a result of 400,000
warrants (the “Warrants”) granted to an investor relations firm. The Warrants
are irrecoverable, non-cancelable and have an exercise price of $1.40 per share,
with piggy back registration rights, expire on September 1, 2010, the cost of
which was valued by using the Black-Scholes Option Pricing Model according to
ASC 718.
Income
Taxes
We had
income taxes of $1,971,276 and $2,164,756 for the years ended December 31, 2009
and 2008, respectively.
The
effective tax rate in the periods presented is the result of the mix of income
earned in various tax jurisdictions that apply a broad range of income tax
rates. We have subsidiaries that operate in various countries: United States,
BVI and the PRC that are subject to taxes in the jurisdictions in which they
operate, as follows:
United
States of America
The
Company is registered in the State of Florida and is subject to the tax laws of
the United States of America.
British
Virgin Islands
Under the
current BVI law, Wide Broad is not subject to tax on its income or profits. For
the year ended December 31, 2009, Wide Broad suffered from an operating loss of
$1,413,329 while generating an operating income of $36,453 for the year ended
December 31, 2008.
The
PRC
On March
16, 2007, the National People’s Congress approved the Corporate Income Tax Law
of the People’s Republic of China (the “New CIT Law”). The new CIT Law, among
other things, imposes a unified income tax rate of 25% for both domestic and
foreign invested. Starting from January 1, 2008, CHDITN is entirely subject to
the unified income tax rate of 25% on the taxable income under the New CIT
Law.
12
Net Income
We had
net income of $4,094,623 and $6,552,265 for the years ended December 31, 2009
and 2008, respectively. The net income in these periods was due primarily to
sales of our décor paper. Our net income is a function of revenues, cost of
sales and other expenses as described above.
Our total
net income during the years ended December 31, 2009 and 2010 decreased by
$2,457,642, which was due primarily to the decrease in sales revenues by
$409,142 and the increase in operating expenses by
$3,037,124.
Impact
of Inflation
We
believe that inflation has had a negligible effect on operations. We believe
that we can offset inflationary increases in the cost of operations by
increasing sales and improving operating efficiencies.
Liquidity
and Capital Resources
Cash
flows provided by operating activities were $3,308,043 and $5,856,662 for the
years ended December 31, 2009 and 2008, respectively. Positive cash flows from
operations for the year ended December 31, 2009 were due primarily to the net
income of $4,094,623, the increase in accounts payables by $69,409, the
increase in accrued liabilities and other payables by $753,172, plus the
increase in promissory notes payable by $405,000, partially offset by the
increases in accounts receivable by $2,530,117. Positive cash flows from
operations for the year ended December 31, 2008 were due primarily to the net
income of $6,552,265 and the collection in accounts receivable by $281,604,
partially offset by the increase in inventory by $280, and the decrease in
accounts payable by $920,690.
Cash
flows used in investing activities were $5,517,201 and $6,324,787 for the year
ended December 31, 2009 and 2008, respectively. The cash flows used in
investments for both periods were due primarily to the payments to construction
in progress, which were $5,068,313 and $5,168,481 for the years ended December
31, 2009 and 2008, respectively.
Cash
flows provided by financing activities were $2,719,214 and $122,470 for the
years ended December 31, 2009 and 2008, respectively. Positive cash flows from
financing activities during the year ended December 31, 2009 were due primarily
to proceeds from net private placement of $180,000, a loan from a related party
in the amount of $1,389,847 and a bank loan in the amount of $774,754, offset by
the payments on bank loan of $1,702,317. Positive cash flows from financing
activities during the year ended December 31, 2008 were due primarily to a bank
loan in the amount of $2,164,546, offset by the payments on bank loan of
$1,312,732, plus the repayments to a related party in the amount of
$729,344.
We
project that we will need additional capital to fund operations over the next 6
months. We anticipate we will need an additional $2,000,000 per year in
2010 and 2011.
Overall,
we have funded our cash needs from inception through December 31, 2009 with a
series of debt and equity transactions, primarily with related parties. If we
are unable to receive additional cash from our related parties, we may need to
rely on financing from outside sources through debt or equity transactions. Our
related parties are under no legal obligation to provide us with capital
infusions. Failure to obtain such financing could have a material adverse effect
on operations and financial condition.
We had
cash of $777,332 on hand as of December 31, 2009. Currently, we have enough cash
to fund our operations for about six months. This is based on our current cash
flows from operating activities and financing activities, our positive working
capital and projected revenues. However, if the projected revenues fall short of
needed capital we may not be able to sustain our capital needs. We will then
need to obtain additional capital through equity or debt financing to sustain
operations for an additional year. Our current level of operations would require
capital of approximately $2,000,000 per year starting in 2010. Modifications to
our business plans may require additional capital for us to operate. For
example, if we are unable to raise additional capital in the future we may need
to curtail our number of product offers or limit our marketing efforts to the
most profitable geographical areas. This may result in lower revenues and market
share for us. In addition, there can be no assurance that additional capital
will be available to us when needed or available on terms favorable to
us.
On a
long-term basis, liquidity is dependent on continuation and expansion of
operations, receipt of revenues, additional infusions of capital and debt
financing. However, there can be no assurance that we will be able to obtain
additional equity or debt financing in the future, if at all. If we are unable
to raise additional capital, our growth potential will be adversely affected.
Additionally, we will have to significantly modify our business
plan.
Demand
for the products and services will be dependent on, among other things, market
acceptance of our products, décor paper market and laminated board market in
general, and general economic conditions, which are cyclical in nature. Inasmuch
as a major portion of our activities is the receipt of revenues from the sales
of our products, our business operations may be adversely affected by our
competitors and prolonged recession periods.
Our
success will be dependent upon implementing our plan of operations and the risks
associated with our business plans. We are specializing in the production and
sales of high quality decor paper such as furniture decorative paper, wood-grain
paper, and paperboard. We plan to strengthen our position in these markets. We
also plan to expand our operations through aggressively marketing our products
and our concept.
13
ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not
use derivative financial instruments in our investment portfolio and has no
foreign exchange contracts. Our financial instruments consist of cash and cash
equivalents, trade accounts receivable, accounts payable and long-term
obligations. We consider investments in highly liquid instruments purchased with
a remaining maturity of 90 days or less at the date of purchase to be cash
equivalents. However, in order to manage the foreign exchange risks, we may
engage in hedging activities to manage our financial exposure related to
currency exchange fluctuation. In these hedging activities, we might use
fixed-price, forward, futures, financial swaps and option contracts traded in
the over-the-counter markets or on exchanges, as well as long-term structured
transactions when feasible.
Foreign
Exchange Rates
All of
our sales are denominated in Renminbi Yuan (“RMB”). As a result, changes in the
relative values of U.S. Dollars and RMB affect our reported levels of revenues
and profitability as the results are translated into U.S. Dollars for reporting
purposes. Fluctuations in exchange rates between the U.S. dollar and RMB
affect our gross and net profit margins and could result in foreign exchange and
operating losses.
Our
results of operations and cash flow are translated at average exchange rates
during the period, and assets and liabilities are translated at the unified
exchange rate as quoted by the People’s Bank of China at the end of the period.
Translation adjustments resulting from this process are included in accumulated
other comprehensive income in our statement of shareholders’ equity. We recorded
net foreign currency gains of $61,561 and $1,271,493 in fiscal 2009 and 2008. We
have not used any forward contracts, currency options or borrowings to hedge our
exposure to foreign currency exchange risk. We cannot predict the impact of
future exchange rate fluctuations on our results of operations and may incur net
foreign currency losses in the future.
Our
financial statements are expressed in U.S. dollars but the functional
currency of our operating subsidiary is RMB. The value of your investment in our
stock will be affected by the foreign exchange rate between U.S. dollars
and RMB. To the extent we hold assets denominated in U.S. dollars,
including the net proceeds to us from this offering, any appreciation of the RMB
against the U.S. dollar could result in a change to our statement of
operations and a reduction in the value of our U.S. dollar denominated
assets. On the other hand, a decline in the value of RMB against the
U.S. dollar could reduce the U.S. dollar equivalent amounts of our
financial results, the value of your investment in our company and the dividends
we may pay in the future, if any, all of which may have a material adverse
effect on the price of our stock.
The
exchange rates used to translate amounts in RMB into U.S. Dollars for the
purposes of preparing the consolidated financial statements or otherwise stated
in this MD&A were as follows:
|
2009
|
2008
|
|||
|
Balance
sheet items, except for the registered and paid-up capital as of December
31, 2009 and 2008
|
USD
0.146:RMB1
|
USD
0.146:RMB1
|
||
|
Amounts
included in the statement of operations, statement of changes in
stockholders’ equity and statement of cash flows for the years ended
December 31, 2009 and 2008
|
USD
0.146:RMB1
|
USD
0.144:RMB1
|
Financial
Summary Information
Because
this is only a financial summary, it does not contain all the financial
information that may be important to you. It should be read in conjunction with
the consolidated financial statements and related notes presented in this
section.
Audited
Financial Summary Information for the Years Ended December 31, 2009 and
2008
|
Statements
of Operations
|
For
the year ended December 31, 2009
|
For
the year ended December 31, 2008
|
||||||
|
Revenues
|
$
|
25,262,562
|
$
|
25,671,704
|
||||
|
Cost
of Sales
|
$
|
(14,282,060)
|
$
|
(15,112,332)
|
||||
|
Gross
profit
|
$
|
10,980,502
|
$
|
10,559,372
|
||||
|
Operating
expenses
|
$
|
4,586,767
|
$
|
1,549,643
|
||||
|
Income
from operations
|
$
|
6,393,735
|
$
|
9,009,729
|
||||
|
Interest
expense
|
$
|
(329,568)
|
$
|
(295,696)
|
||||
|
Net
income
|
$
|
4,094,623
|
$
|
6,552,265
|
||||
|
Net
income per common share
|
$
|
.20
|
$
|
.33
|
||||
|
Balance
Sheet
|
As
of December 31, 2009
|
|||
|
Cash
|
$
|
777,332
|
||
|
Total
current assets
|
$
|
15,912,007
|
||
|
Other
assets
|
$
|
14,137,432
|
||
|
Total
Assets
|
$
|
30,049,439
|
||
|
Current
liabilities
|
$
|
6,524,759
|
||
|
Long
term liabilities
|
$
|
71,046
|
||
|
Stockholders’
equity
|
$
|
23,453,634
|
||
|
Total
liabilities and stockholders’ equity
|
$
|
30,049,439
|
||
14
DÉCOR
PRODUCTS INTERNATIONAL, INC.
(Formerly
Murals by Maurice, Inc.)
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
|
Page
|
||
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
|
Consolidated
Balance Sheets
|
F-3
|
|
|
Consolidated
Statements of Operations And Comprehensive Income
|
F-4
|
|
|
Consolidated
Statements of Cash Flows
|
F-5
|
|
|
Consolidated
Statements of Stockholders’ Equity
|
F-6
|
|
|
Notes
to Consolidated Financial Statements
|
F-7
– F-28
|
15
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board
of Directors and Stockholders of
Décor
Products International, Inc.
(Formerly
Murals by Maurice, Inc.)
We have
audited the accompanying consolidated balance sheets of Décor Products
International, Inc. (formerly Murals By Maurice, Inc.) and its subsidiaries
(“the Company”) as of December 31, 2009 and 2008 and the related consolidated
statements of operations and comprehensive income, cash flows and stockholders’
equity for the years then December 31, 2009 and 2008. The financial statements
are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits include consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2009 and 2008 and the results of operations and cash flows for the years
ended December 31, 2009 and 2008 in conformity with accounting principles
generally accepted in the United States of America.
/s/ ZYCPA Company
Limited
ZYCPA
Company Limited
Certified
Public Accountants
Hong
Kong, China
April 15,
2010
16
DÉCOR
PRODUCTS INTERNATIONAL, INC.
(Formerly
Murals by Maurice, Inc.)
CONSOLIDATED
BALANCE SHEETS
AS
OF DECEMBER 31, 2009 AND 2008
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
|
As
of December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 777,332 | $ | 268,698 | ||||
|
Accounts
receivable, trade
|
13,203,074 | 10,831,004 | ||||||
|
Inventories
|
276,149 | 233,579 | ||||||
|
Amount
due from a related party
|
- | 41,347 | ||||||
|
Advances
to suppliers
|
1,320,231 | - | ||||||
|
Deposits
and prepayments
|
335,221 | 41,490 | ||||||
|
Total
current assets
|
15,912,007 | 11,416,118 | ||||||
|
Non-current
assets:
|
||||||||
|
Plant
and equipment, net
|
8,095,917 | 2,233,040 | ||||||
|
Construction
in progress
|
6,041,515 | 7,838,260 | ||||||
|
TOTAL
ASSETS
|
$ | 30,049,439 | $ | 21,487,418 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable, trade
|
$ | 665,542 | $ | 594,617 | ||||
|
Short-term
bank borrowings
|
570,408 | - | ||||||
|
Current
portion of long-term bank borrowings
|
1,118,791 | 1,472,004 | ||||||
|
Convertible
notes payable, net
|
1,220,708 | - | ||||||
|
Convertible
promissory notes payable
|
405,000 | - | ||||||
|
Amount
due to a related party
|
1,328,126 | - | ||||||
|
Income
tax payable
|
520,473 | 447,638 | ||||||
|
Accrued
liabilities and other payable
|
695,711 | 578,671 | ||||||
|
Total
current liabilities
|
6,524,759 | 3,092,930 | ||||||
|
Long-term
liabilities:
|
||||||||
|
Long-term
bank borrowings
|
71,046 | 1,209,636 | ||||||
|
Total
liabilities
|
6,595,805 | 4,302,566 | ||||||
|
Commitments
and contingencies
|
||||||||
|
Stockholders’
equity:
|
||||||||
|
Preferred
stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and
outstanding as of December 31, 2009 and 2008
|
- | - | ||||||
|
Common
stock, $0.001 par value; 100,000,000 shares authorized; 20,598,304 and
20,000,000 shares issued and outstanding as of December 31, 2009 and
2008
|
20,598 | 20,000 | ||||||
|
Additional
paid-in capital
|
2,112,398 | - | ||||||
|
Statutory
reserve
|
795,215 | 203,832 | ||||||
|
Accumulated
other comprehensive income
|
2,586,657 | 2,525,096 | ||||||
|
Retained
earnings
|
17,938,766 | 14,435,924 | ||||||
|
Total
stockholders’ equity
|
23,453,634 | 17,184,852 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 30,049,439 | $ | 21,487,418 | ||||
See
accompanying notes to consolidated financial statements.
17
DÉCOR
PRODUCTS INTERNATIONAL, INC.
(Formerly
Murals by Maurice, Inc.)
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
|
Years
ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Revenues,
net
|
$ | 25,262,562 | $ | 25,671,704 | ||||
|
Cost of revenue
(inclusive of depreciation)
|
(14,282,060 | ) | (15,112,332 | ) | ||||
|
Gross
profit
|
10,980,502 | 10,559,372 | ||||||
|
Operating
expenses:
|
||||||||
|
Sales
and marketing
|
(1,364,589 | ) | (976,413 | ) | ||||
|
Professional
and consulting fee
|
(2,335,409 | ) | (108,227 | ) | ||||
|
General
and administrative
|
(886,769 | ) | (465,003 | ) | ||||
|
Total
operating expenses
|
(4,586,767 | ) | (1,549,643 | ) | ||||
|
Income
from operations
|
6,393,735 | 9,009,729 | ||||||
|
Other
income (expense):
|
||||||||
|
Interest
income
|
1,732 | 2,988 | ||||||
|
Interest
expense
|
(329,568 | ) | (295,696 | ) | ||||
|
Income
before income taxes
|
6,065,899 | 8,717,021 | ||||||
|
Income
tax expense
|
(1,971,276 | ) | (2,164,756 | ) | ||||
|
NET
INCOME
|
$ | 4,094,623 | $ | 6,552,265 | ||||
|
Other
comprehensive income:
|
||||||||
|
-
Foreign currency translation gain
|
61,561 | 1,271,493 | ||||||
|
COMPREHENSIVE
INCOME
|
$ | 4,156,184 | $ | 7,823,758 | ||||
|
Net
income per share – Basic
|
$ | 0.20 | $ | 0.33 | ||||
|
Net
income per share –Diluted
|
$ | 0.20 | $ | 0.33 | ||||
|
Weighted
average shares outstanding – Basic
|
20,257,850 | 20,000,000 | ||||||
|
Weighted
average shares outstanding – Diluted
|
20,755,986 | 20,000,000 | ||||||
See
accompanying notes to consolidated financial statements.
18
DÉCOR
PRODUCTS INTERNATIONAL, INC.
(Formerly
Murals by Maurice, Inc.)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
(Currency
expressed in United States Dollars (“US$”))
|
Years
ended December 31,
|
||||||||
|
2009
|
2008 | |||||||
|
Cash
flows from operating activities:
|
||||||||
|
Net
income
|
$ | 4,094,623 | $ | 6,552,265 | ||||
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
|
Depreciation
|
652,567 | 422,470 | ||||||
|
Write-off
of uncollectible receivables
|
186,238 | - | ||||||
|
Loss
on disposal of plant and equipment
|
3,842 | 5,740 | ||||||
|
Interest
expenses, non-cash
|
139,729 | - | ||||||
|
Stock
based compensation
|
593,421 | - | ||||||
|
Warrants
granted for services, non-cash
|
339,096 | - | ||||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Accounts
receivable, trade
|
(2,530,117 | ) | 281,604 | |||||
|
Inventories
|
(41,967 | ) | (280 | ) | ||||
|
Advances
to suppliers
|
(1,319,520 | ) | - | |||||
|
Deposits
and prepayments
|
(109,133 | ) | (38,479 | ) | ||||
|
Accounts
payable, trade
|
69,409 | (920,690 | ) | |||||
|
Income
tax payable
|
71,683 | (128,981 | ) | |||||
|
Promissory
notes payable
|
405,000 | - | ||||||
|
Accrued
liabilities and other payable
|
753,172 | (316,987 | ) | |||||
|
Net
cash provided by operating activities
|
3,308,043 | 5,856,662 | ||||||
|
Cash
flows from investing activities:
|
||||||||
|
Purchase
of plant and equipment
|
(454,077 | ) | (1,156,306 | ) | ||||
|
Proceeds
from disposal of plant and equipment
|
5,189 | - | ||||||
|
Payments
on construction in progress
|
(5,068,313 | ) | (5,168,481 | ) | ||||
|
Net
cash used in investing activities
|
(5,517,201 | ) | (6,324,787 | ) | ||||
|
Cash
flows from financing activities:
|
||||||||
|
Net
proceeds from private placement
|
180,000 | - | ||||||
|
Advances
from (repayment to) a related party
|
1,389,847 | (729,344 | ) | |||||
|
Net
proceeds from convertible notes payable
|
2,076,930 | - | ||||||
|
Proceeds
from short-term bank borrowings
|
774,754 | - | ||||||
|
Payments
on short-term bank borrowings
|
(204,651 | ) | - | |||||
|
Proceeds
from long-term bank borrowings
|
- | 2,164,546 | ||||||
|
Payments
on long-term bank borrowings
|
(1,497,666 | ) | (1,312,732 | ) | ||||
|
Net
cash provided by financing activities
|
2,719,214 | 122,470 | ||||||
|
Effect
of exchange rate changes on cash and cash equivalents
|
(1,422 | ) | 37,358 | |||||
|
NET
CHANGE IN CASH AND CASH EQUIVALENTS
|
508,634 | (308,297 | ) | |||||
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
268,698 | 576,995 | ||||||
|
CASH
AND CASH EQUIVALENTS, END OF YEAR
|
$ | 777,332 | $ | 268,698 | ||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
|
Cash
paid for income taxes
|
$ | 1,899,593 | $ | 2,481,743 | ||||
|
Cash
paid for interest
|
$ | 189,839 | $ | 295,696 | ||||
|
NON-CASH
INVESTING AND FINANCING TRANSACTIONS:
|
||||||||
|
Construction
in progress transfer to plant and equipment
|
$ | 6,061,695 | $ | - | ||||
See
accompanying notes to consolidated financial statements.
19
DÉCOR
PRODUCTS INTERNATIONAL, INC.
(Formerly
Murals by Maurice, Inc.)
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
|
Preferred
stock
|
Common
stock
|
Additional
paid-in capital
|
Statutory
reserve
|
Accumulated
other comprehensive income
|
Retained
earnings
|
Total
stockholders’
equity
|
|||||||||||||||||||||
|
No.
of shares
|
Amount
|
No.
of shares
|
Amount
|
||||||||||||||||||||||||
|
Balance
as of January 1, 2008
|
-
|
$
|
-
|
20,000,000
|
$
|
20,000
|
$
|
-
|
$
|
92,874
|
$
|
1,253,603
|
$
|
7,994,617
|
$
|
9,361,094
|
|||||||||||
|
Net
income for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
6,552,265
|
6,552,265
|
||||||||||||||||||
|
Appropriation
to statutory reserve
|
-
|
-
|
-
|
-
|
-
|
110,958
|
-
|
(110,958)
|
-
|
||||||||||||||||||
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
1,271,493
|
-
|
1,271,493
|
||||||||||||||||||
|
Balance
as of December 31, 2008
|
-
|
-
|
20,000,000
|
20,000
|
-
|
203,832
|
2,525,096
|
14,435,924
|
17,184,852
|
||||||||||||||||||
|
Recapitalization
and reverse acquisition
|
-
|
-
|
398,304
|
398
|
-
|
-
|
-
|
(398)
|
-
|
||||||||||||||||||
|
Shares
issued for private placement, net of expense
|
-
|
-
|
200,000
|
200
|
179,800
|
-
|
-
|
-
|
180,000
|
||||||||||||||||||
|
Warrants
granted for services
|
-
|
-
|
-
|
-
|
339,096
|
-
|
-
|
-
|
339,096
|
||||||||||||||||||
|
Warrants
granted in connection with convertible notes
|
-
|
-
|
-
|
-
|
1,000,041
|
-
|
-
|
-
|
1,000,041
|
||||||||||||||||||
|
Beneficial
conversion feature and warrants granted in connection with convertible
promissory notes
|
-
|
-
|
-
|
-
|
593,461
|
-
|
-
|
-
|
593,461
|
||||||||||||||||||
|
Net
income for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,094,623
|
4,094,623
|
||||||||||||||||||
|
Appropriation
to statutory reserve
|
-
|
-
|
-
|
-
|
-
|
591,383
|
-
|
(591,383)
|
-
|
||||||||||||||||||
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
61,561
|
-
|
61,561
|
||||||||||||||||||
|
Balance
as of December 31, 2009
|
-
|
$
|
-
|
20,598,304
|
$
|
20,598
|
$
|
2,112,398
|
$
|
795,215
|
$
|
2,586,657
|
$
|
17,938,766
|
$
|
23,453,634
|
|||||||||||
See
accompanying notes to consolidated financial statements.
20
1. ORGANIZATION
AND BUSINESS BACKGROUND
Décor
Products International, Inc. (“DCRD” or the “Company”) was organized under the
laws of the State of Florida on January 11, 2007 as Murals by Maurice, Inc. On
July 1, 2009, the Company changed to its current name.
The
Company, through its subsidiaries, mainly engaged in the manufacture and sales
of furniture decorative paper and related products in the People’s Republic of
China (the “PRC”). All the customers are located in the PRC.
Recapitalization and
reorganization
On July
17, 2009, DCRD executed a Plan of Exchange (the “POE”) among the shareholders of
DCRD, Wide Broad Group Limited (“Wide Broad”), the shareholders of Wide Broad
and Dongguan CHDITN Printing Co., Ltd. (“CHDITN”). In accordance with the POE,
DCRD agreed to issue to Wide Broad’s shareholders 20,000,000 new shares of
common stock of DCRD and simultaneously retire to treasury stock 7,450,000
shares of common stock held in the name of Maurice Katz (a former director), in
exchange for 100% of the capital stock of Wide Broad.
Pursuant
to the POE, DCRD effectuated a 1 for 4 reverse split of its common stock and
appointed a new board of directors comprised of no less than 50% independent
directors. All common stock and per share data for all periods presented in
these consolidated financial statements have been restated to give effect to the
reverse split.
On the
closing date, the shareholders of Wide Broad owned an interest in DCRD
representing 98.04% of the issued and outstanding shares. Wide Broad and CHDITN
became wholly-owned subsidiaries of DCRD.
The stock
exchange transaction has been accounted for as a reverse acquisition and
recapitalization of DCRD whereby Wide Broad is deemed to be the accounting
acquirer (legal acquiree) and DCRD to be the accounting acquiree (legal
acquirer). The accompanying consolidated financial statements are in substance
those of Wide Broad, with the assets and liabilities, and revenues and expenses,
of DCRD being included effective from the date of stock exchange transaction.
DCRD is deemed to be a continuation of the business and operations of Wide
Broad. Accordingly, the accompanying consolidated financial statements include
the following:
|
(1)
|
the
balance sheet consists of the net assets of the accounting acquirer at
historical cost and the net assets of the accounting acquiree at
historical cost;
|
|
(2)
|
the
financial position, results of operations, and cash flows of the
accounting acquirer for all periods presented as if the recapitalization
had occurred at the beginning of the earliest period presented and the
operations of the accounting acquiree from the date of stock exchange
transaction.
|
Description of
subsidiaries
|
Name
|
Place
of incorporation
and
kind of
legal
entity
|
Principal
activities
and
place of operation
|
Particulars
of issued/
registered
share
capital
|
Effective
interest
held
|
||||
|
Wide
Broad Group Limited (“Wide Broad”)
|
British
Virgin Islands, a limited liability company
|
Investment
holding
|
1,000
issued shares of US$1 each
|
100%
|
||||
|
Dongguan
CHDITN Printing Co., Ltd. (“CHDITN”)
|
The
PRC, a limited liability company
|
Sales
and manufacture of furniture decorative paper and related products in the
PRC
|
RMB13,876,092
|
100%
|
||||
The
Company and its subsidiaries are hereinafter referred to as (the
"Company").
21
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
l
|
Use
of estimates
|
In
preparing these consolidated financial statements, management makes estimates
and assumptions that affect the reported amount of assets and liabilities in the
balance sheets and revenues and expenses during the years reported. Actual
results may differ from these estimates.
|
l
|
Basis
of consolidation
|
The
consolidated financial statements include the financial statements of DCRD and
its subsidiaries. All significant inter-company balances and transactions within
the Company have been eliminated upon consolidation.
|
l
|
Cash
and cash equivalents
|
Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits
placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.
|
l
|
Accounts
receivable
|
Accounts
receivable are recorded at the invoiced amount and do not bear interest, which
are due within contractual payment terms, generally 90 to 180 days. Credit is
extended based on evaluation of a customer's financial condition. Accounts
receivable outstanding longer than the contractual payment terms are considered
past due. Past due balances over 180 days and over a specified amount are
reviewed individually for collectibility. Management reviews the adequacy of the
allowance for doubtful accounts on an ongoing basis, using historical collection
trends and aging of receivables. Management also periodically evaluates
individual customer’s financial condition, credit history and the current
economic conditions to make adjustments in the allowance when it is considered
necessary. When receivable balances are determined to be uncollectible, these
balances are written off. The Company does not have any off-balance-sheet credit
exposure related to its customers.
As of
December 31, 2009 and 2008, the Company did not record an allowance for doubtful
accounts.
|
l
|
Inventories
|
Inventories
consist of raw papers, painting materials and components used in the manufacture
of the Company’s products and the related parts and supplies. Inventories are
stated at the lower of cost or net realizable value, with cost being determined
on a weighted average basis. Costs include purchased cost of papers and painting
inks, direct labor and manufacturing overhead costs. The Company periodically
reviews historical sales activity to determine excess, slow moving items and
potentially obsolete items and also evaluates the impact of any anticipated
changes in future demand. The Company provides inventory allowances based on
excess and obsolete inventories determined principally by customer
demand.
As of
December 31, 2009 and 2008, the Company did not record an allowance for obsolete
inventories, nor have there been any write-offs.
|
l
|
Advances
to suppliers
|
The
Company makes advances to certain vendors for purchase of its inventory items or
material. The advances to suppliers are interest free and unsecured. Advances to
suppliers are recorded when payment is made by the Company and relieved against
inventory when goods are received. All inventory items or raw materials relating
to these advances are subsequently made delivery to the Company.
22
|
l
|
Plant
and equipment
|
Plant and
equipment are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Depreciation is calculated on the straight-line basis
over the following expected useful lives from the date on which they become
fully operational and after taking into account their estimated residual
values:
|
Depreciable
life
|
Residual
value
|
||
|
Plant
and machinery
|
3-10
years
|
3%
|
|
|
Leasehold
improvement
|
10
years
|
0%
|
|
|
Motor
vehicles
|
3-5
years
|
3%
|
|
|
Office
equipment
|
3-5
years
|
3%
|
Expenditure
for repairs and maintenance is expensed as incurred. When assets have retired or
sold, the cost and related accumulated depreciation are removed from the
accounts and any resulting gain or loss is recognized in the results of
operations.
|
l
|
Construction
in progress
|
Construction
in progress is stated at cost and represents the cost of acquiring contracts to
build the additional assembly lines and prepayments paid to equipment vendors
during the construction of the new manufacturing facility (until it is
substantially complete and ready for its intended use). No provision for
depreciation is made on construction in progress until such time as the relevant
assets are completed and put into operational use. No capitalized interest was
incurred during the period of construction.
|
l
|
Impairment
of long-lived assets
|
In
accordance with the provisions of Accounting Standards Codification ("ASC")
Topic 360-10-5, “Impairment or
Disposal of Long-Lived Assets”, all long-lived assets such as plant and
equipment, and construction in progress held and used by the Company are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is evaluated by a comparison of the carrying amount
of assets to estimated discounted net cash flows expected to be generated by the
assets. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amounts of the assets
exceed the fair value of the assets. There has been no impairment as of December
31, 2009 and 2008.
|
l
|
Revenue
recognition
|
In
accordance with the ASC Topic 605, “Revenue Recognition”, the
Company recognizes revenue when persuasive evidence of an arrangement exists,
transfer of title has occurred or services have been rendered, the selling price
is fixed or determinable and collectibility is reasonably assured.
The
Company derives revenues from the sales of furniture decorative paper and
related products. The Company recognizes its revenues net of value-added taxes
("VAT"). The Company is subject to VAT which is levied on the majority of the
products at the standard rate of 17% on the invoiced value of sales. Output VAT
is borne by customers in addition to the invoiced value of sales and input VAT
is borne by the Company in addition to the invoiced value of purchases to the
extent not refunded for export sales. The Company experienced no product returns
and recorded no reserve for sales returns for the years ended December 31, 2009
and 2008.
Interest
income is recognized on a time apportionment basis, taking into account the
principal amounts outstanding and the interest rates applicable.
|
l
|
Cost
of revenue
|
Cost of
revenues consists primarily of material costs, direct labor, depreciation and
manufacturing overhead, which are directly attributable to the manufacture of
products. Shipping and handling costs, associated with the distribution of
finished products to customers, are recorded in cost of revenue by the
Company.
|
l
|
Advertising
expense
|
Advertising
costs are expensed as incurred under ASC Topic 720-35, “Advertising Costs”. The
Company incurred advertising expense of $0 and $14,363 for the years ended
December 31, 2009 and 2008, respectively.
|
l
|
Comprehensive
income
|
ASC Topic
220, “Comprehensive
Income”, establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income as defined
includes all changes in equity during a period from non-owner sources.
Accumulated other comprehensive income, as presented in the accompanying
consolidated statements of stockholders’ equity, consists of changes in
unrealized gains and losses on foreign currency translation. This comprehensive
income is not included in the computation of income tax expense or
benefit.
|
l
|
Income
taxes
|
The
Company adopts the ASC Topic 740, “Income Taxes” regarding
accounting for uncertainty in income taxes which prescribes the recognition
threshold and measurement attributes for financial statement recognition and
measurement of tax positions taken or expected to be taken on a tax return. In
addition, the guidance requires the determination of whether the benefits of tax
positions will be more likely than not sustained upon audit based upon the
technical merits of the tax position. For tax positions that are determined to
be more likely than not sustained upon audit, a company recognizes the largest
amount of benefit that is greater than 50% likely of being realized upon
ultimate settlement in the financial statements. For tax positions that are not
determined to be more likely than not sustained upon audit, a company does not
recognize any portion of the benefit in the financial statements. The guidance
provides for de-recognition, classification, penalties and interest, accounting
in interim periods and disclosure.
For the
years ended December 31, 2009 and 2008, the Company did not have any interest
and penalties associated with tax positions. As of December 31, 2009 and 2008,
the Company did not have any significant unrecognized uncertain tax
positions.
The
Company conducts major businesses in the PRC and is subject to tax in this
jurisdiction. As a result of its business activities, the Company files tax
returns that are subject to examination by the foreign tax
authority.
23
|
l
|
Net
income per share
|
The
Company calculates net income per share in accordance with ASC Topic 260, “Earnings per Share.” Basic
income per share is computed by dividing the net income by the weighted-average
number of common shares outstanding during the period. Diluted income per share
is computed similar to basic income per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common stock equivalents had been issued and if the
additional common shares were dilutive.
|
l
|
Foreign
currencies translation
|
Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchange rates prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency using
the applicable exchange rates at the balance sheet dates. The resulting exchange
differences are recorded in the statement of operations.
The
reporting currency of the Company is the United States Dollars ("US$"). The
Company's subsidiary in the PRC maintain its books and records in its local
currency, Renminbi Yuan ("RMB"), which is functional currency as being the
primary currency of the economic environment in which the entity
operates.
In
general, for consolidation purposes, assets and liabilities of its subsidiaries
whose functional currency is not US$ are translated into US$, in accordance with
ASC Topic 830-30, “Translation
of Financial Statement”, using the exchange rate on the balance sheet
date. Revenues and expenses are translated at average rates prevailing during
the period. The gains and losses resulting from translation of financial
statements of foreign subsidiaries are recorded as a separate component of
accumulated other comprehensive income within the statement of stockholders’
equity.
Translation
of amounts from RMB into US$1 has been made at the following exchange rates for
the respective year:
|
2009
|
2008
|
|||||||
|
Year-end
RMB:US$1 exchange rate
|
6.8372 | 6.8542 | ||||||
|
Annual
average RMB:US$1 exchange rate
|
6.8409 | 6.9622 | ||||||
|
l
|
Stock
based compensation
|
The
Company adopts ASC Topic 718, "Stock Compensation", ("ASC
Topic 718") using the fair value method. Under ASC Topic 718, the stock-based
compensation is measured using the Black-Scholes Option-Pricing model on the
date of grant.
For
non-employee stock-based compensation, the Company adopts ASC Topic 505-50,
“Equity-Based Payments to
Non-Employees”, stock-based compensation related to non-employees is
accounted for based on the fair value of the related stock or options or the
fair value of the services on the grant date, which ever is more readily
determinable in accordance with ASC Topic 718.
|
l
|
Retirement
plan costs
|
Contributions
to retirement schemes (which are defined contribution plans) are charged to
general and administrative expenses in the accompanying consolidated statements
of operations as the related employee service is provided.
|
l
|
Related
parties
|
Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operational decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.
|
l
|
Segment
reporting
|
ASC Topic
280, “Segment
Reporting” establishes standards for reporting information about
operating segments on a basis consistent with the Company’s internal
organization structure as well as information about geographical areas, business
segments and major customers in financial statements. For the years ended
December 31, 2009 and 2008, the Company operates in one reportable operating
segment in the PRC.
|
l
|
Fair
value measurement
|
ASC Topic
820-10, “Fair Value
Measurements and Disclosures” ("ASC 820-10") establishes a new framework
for measuring fair value and expands related disclosures. Broadly, ASC 820-10
framework requires fair value to be determined based on the exchange price that
would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants. ASC 820-10 establishes a
three-level valuation hierarchy based upon observable and non-observable inputs.
These tiers include: Level 1, defined as observable inputs such as quoted prices
in active markets; Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and Level 3, defined
as unobservable inputs in which little or no market data exists, therefore
requiring an entity to develop its own assumptions.
For
financial assets and liabilities, fair value is the price the Company would
receive to sell an asset or pay to transfer a liability in an orderly
transaction with a market participant at the measurement date. In the absence of
active markets for the identical assets or liabilities, such measurements
involve developing assumptions based on market observable data and, in the
absence of such data, internal information that is consistent with what market
participants would use in a hypothetical transaction that occurs at the
measurement date.
|
l
|
Fair
value of financial instruments
|
The
carrying value of the Company’s financial instruments include cash and cash
equivalents, accounts receivable, amounts due from (to) a related party,
advances to suppliers, deposits and prepayments, accounts payable, income tax
payable, accrued liabilities and other payable. Fair values were assumed to
approximate carrying values for these financial instruments because they are
short term in nature and their carrying amounts approximate fair values. The
carrying value of the Company’s convertible notes payable, convertible
promissory notes payable, short-term and long-term bank borrowings approximated
its fair value based on the current market prices or interest rates for similar
debt instruments.
24
|
l
|
Recent
accounting pronouncements
|
The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and does not believe the future adoption of any such
pronouncements may be expected to cause a material impact on its financial
condition or the results of its operations.
In
September 2009, Accounting Standards Codification (“ASC”) became the source of
authoritative U.S. GAAP recognized by the Financial Accounting Standards Board
(“FASB”) for nongovernmental entities, except for certain FASB Statements not
yet incorporated into ASC. Rules and interpretive releases of the SEC under
federal securities laws are also sources of authoritative U.S. GAAP for
registrants. The discussion below includes the applicable ASC
reference.
The
Company adopted ASC Topic 810-10, “Consolidation” (formerly SFAS
No. 160, “Noncontrolling
Interests in Consolidated Financial Statements – an amendment of ARB No.
51”) effective January 2, 2009. Topic 810-10 changes the manner of
presentation and related disclosures for the noncontrolling interest in a
subsidiary (formerly referred to as a minority interest) and for the
deconsolidation of a subsidiary. The adoption of these sections did not have a
material impact on the Company’s consolidated financial statements.
ASC Topic
815-10, “Derivatives and
Hedging” (formerly SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”) was adopted by the Company effective
January 2, 2009. The guidance under ASC Topic 815-10 changes the manner of
presentation and related disclosures of the fair values of derivative
instruments and their gains and losses.
In April
2009, the FASB issued an update to ASC Topic 820-10, “Fair Value Measurements and
Disclosures” (“ASC 820-10) (formerly FASB Staff Position No. SFAS 157-4,
“Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly”). The
standard provides additional guidance on estimating fair value in accordance
with ASC 820-10 when the volume and level of transaction activity for an asset
or liability have significantly decreased in relation to normal market activity
for the asset or liability have significantly decreased and includes guidance on
identifying circumstances that indicate if a transaction is not orderly. The
Company adopted this pronouncement effective April 1, 2009 with no impact on its
consolidated financial statements.
In April
2009, the FASB issued FSP SFAS No. 107-1, “Disclosures about Fair Value of
Financial Instruments” (“ASC 825-10”). ASC 825-10 requires fair value of
financial
instruments
disclosure for interim reporting periods of
publicly traded companies as well as in annual financial statements. ASC 825-10
is effective for interim periods ending after June 15, 2009 and was adopted by
the Company in the second quarter of 2009. There was no material impact to the
Company’s consolidated financial statements as a result of the adoption of ASC
825-10.
In April
2009, the FASB issued FSP APB No. 28-1, “Interim Financial Reporting”
(“ASC 825-10”). ASC 825-10 requires the fair value of
financial
instruments
disclosure in summarized financial information
at interim reporting periods. ASC 825-10 is effective for interim periods ending
after June 15, 2009 and was adopted by the Company in the second quarter of
2009. There was no material impact to the Company’s consolidated financial
statements as a result of the adoption of ASC 825-10.
In June
2009, the FASB finalized SFAS No. 167, “Amending FASB interpretation No.
46(R)”, which was included in ASC Topic 810-10-05 “Variable Interest Entities”.
The provisions of ASC Topic 810-10-05 amend the definition of the primary
beneficiary of a variable interest entity and will require the Company to make
an assessment each reporting period of its variable interests. The provisions of
this pronouncement are effective January 1, 2010. The Company is evaluating the
impact of the statement on its consolidated financial statements.
In July
2009, the FASB issued SFAS No. 168, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS 168 codified all previously issued
accounting pronouncements, eliminating the prior hierarchy of accounting
literature, in a single source for authoritative U.S. GAAP recognized by the
FASB to be applied by nongovernmental entities. SFAS 168, now ASC Topic 105-10
“Generally Accepted Accounting
Principles”, is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. The adoption of this
pronouncement did not have an effect on the Company’s consolidated financial
statements.
In August
2009, the FASB issued an update of ASC Topic 820, “Measuring Liabilities at Fair
Value”. The new guidance provides clarification that in circumstances in
which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using prescribed
techniques. The Company adopted the new guidance in the third quarter of 2009
and it did not materially affect the Company’s financial position and results of
operations.
In
October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13,
“Revenue Recognition (Topic
605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB
Emerging Issues Task Force)” which amends ASC 605-25, “Revenue Recognition:
Multiple-Element Arrangements.” ASU No. 2009-13 addresses how to
determine whether an arrangement involving multiple deliverables contains more
than one unit of accounting and how to allocate consideration to each unit of
accounting in the arrangement. This ASU replaces all references to fair value as
the measurement criteria with the term selling price and establishes a hierarchy
for determining the selling price of a deliverable. ASU No. 2009-13 also
eliminates the use of the residual value method for determining the allocation
of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded
disclosures. This ASU will become effective for us for revenue arrangements
entered into or materially modified on or after April 1, 2011. Earlier
application is permitted with required transition disclosures based on the
period of adoption. The Company is currently evaluating the application date and
the impact of this standard on its consolidated financial
statements.
25
3. ACCOUNTS
RECEIVABLE
The
majority of the Company’s sales are on open credit terms and in accordance with
terms specified in the contracts governing the relevant transactions. Management
periodically evaluates individual customer receivables and considers a
customer’s financial condition, credit history and the current economic
conditions. For the year ended December 31, 2009, the Company continually
monitored the collection of its accounts receivables and determined to write-off
the uncollectible receivables of $186,238 because such receivables balances are
deemed not recoverable.
Up to
April 7, 2010, the Company has subsequently recovered from approximately 48% of
the accounts receivable as of December 31, 2009.
4. INVENTORIES
Inventories
consisted of the following:
|
As
of December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Raw
materials
|
$ | 168,909 | $ | 151,771 | ||||
|
Work-in-process
|
26,553 | 17,780 | ||||||
|
Finished
goods
|
61,082 | 43,804 | ||||||
|
Packaging
materials and supplies
|
19,605 | 20,224 | ||||||
| $ | 276,149 | $ | 233,579 | |||||
For the
years ended December 31, 2009 and 2008, the Company recorded no allowance for
slow moving and obsolete inventories.
5. DEPOSITS
AND PREPAYMENTS
Deposits
and prepayments consisted of the following:
|
As
of December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Rental
deposits
|
$ | 10,384 | $ | 10,359 | ||||
|
Prepaid
operating expenses
|
138,443 | 29,179 | ||||||
|
VAT
tax receivable
|
184,436 | - | ||||||
|
Other
receivables
|
1,958 | 1,952 | ||||||
| $ | 335,221 | $ | 41,490 | |||||
6. PLANT
AND EQUIPMENT
Plant and
equipment consisted of the following:
|
As
of December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Plant
and machinery
|
$ | 8,720,572 | $ | 3,143,914 | ||||
|
Leasehold
improvement
|
717,551 | - | ||||||
|
Motor
vehicles
|
11,334 | 11,334 | ||||||
|
Office
equipment
|
71,379 | 71,132 | ||||||
|
Foreign
translation adjustment
|
499,619 | 487,000 | ||||||
| 10,020,455 | 3,713,380 | |||||||
|
Less:
accumulated depreciation
|
(1,638,977 | ) | (1,198,695 | ) | ||||
|
Less:
foreign translation adjustment
|
(285,561 | ) | (281,645 | ) | ||||
|
Plant
and equipment, net
|
$ | 8,095,917 | $ | 2,233,040 | ||||
Depreciation
expense for the years ended December 31, 2009 and 2008 were $652,567 and
$422,470, which included $640,641 and $409,896 in cost of revenue,
respectively.
As of
December 31, 2009 and 2008, certain plant and machinery with the aggregate net
book value of $1,145,315 and $1,494,481 were pledged as securities in connection
with long-term bank borrowings (see Note 13).
Approximately
$664,473 and $608,048 of certain plant and equipment became fully depreciated as
of December 31, 2009 and 2008, respectively.
26
7. CONSTRUCTION
IN PROGRESS
During
2009 fiscal year, the Company completed the construction of a new manufacturing
facility with an addition of one printing production line to expand its
production capacity and the actual costs incurred approximately $6,061,695 was
transferred to plant and equipment. The production was commenced in January
2010. In addition, the Company anticipated the construction of a new
manufacturing facility for laminated board with an area of 100,000 square feet,
adjacent to the existing facility. Total estimated costs incurred for the
construction of a new manufacturing facility are approximately $17,138,082
(equivalent to RMB117,176,496). The construction is scheduled to be fully
completed in the third quarter of 2010. As of December 31, 2009, the Company
incurred and capitalized $6,041,515 in “Construction in
progress”.
8. AMOUNTS
DUE FROM (TO) A RELATED PARTY
As of
December 31, 2009, amount due to a related party of $1,328,126 represented
temporary advances made by Mr. Liu, the director of the Company, which was
unsecured, interest-free with no fixed repayment term.
As of
December 31, 2008, amount due from a related party of $41,347 represented
unsecured advances to Mr. Liu, the director of the Company, which was unsecured,
non-interest bearing and recoverable within the next 12 months.
9. CONVERTIBLE
NOTES PAYABLE
On
November 10, 2009, the Company, through its subsidiary, CHDITN and Zhuang,
Jinghua (“Mr. Zhuang”) entered into a Subsidiary Loan Agreement (the “Loan
Agreement”). Pursuant to the terms of the Loan Agreement, Mr. Zhuang advanced
$340,000 (equal to RMB 2,321,350) to CHDITN and the fund was used to set up new
printing production lines. The Company agreed to convert the loan amount into
common stock of the Company at a fixed conversion price of $1 per share, equal
to 340,000 shares of its common stock, any time before the maturity day upon the
written notice from Mr. Zhuang. Interest was carried at the rate of 8% per
annum, quarterly payable, with a maturity date of November 10,
2010.
Concurrently,
on November 10, 2009, the Company, through its subsidiary, CHDITN and Shi Quan
Ling (“Mr. Shi”) entered into a Subsidiary Loan Agreement (the “Loan
Agreement”). Pursuant to the terms of the Loan Agreement, Mr. Shi advanced
$2,000,000 (equal to RMB 6,827,500) to CHDITN and the fund was used to set up
new printing production lines. The Company agreed to convert the loan amount
into common stock of the Company at a fixed conversion price of $1 per share,
equal to 2,000,000 shares of its common stock, any time before the maturity day
upon the written notice of Mr. Shi. Interest was carried at a rate of 8% per
annum, quarterly payable, with a maturity date of November 10,
2010.
In
connection with the Loan Agreements, the Company also agreed to issue warrants
to Mr. Zhuang and Mr. Shi, for consideration of $10, respectively, as incentive
for Mr. Zhuang and Mr. Shi to lend money to the Company. The warrants entitled
Mr. Zhuang and Mr. Shi to purchase 340,000 and 2,000,000 shares of its common
stock from the Company respectively at any time or times on or after November
10, 2009 with the expiry of November 10, 2014 at the exercise price per share of
$1 or as subsequently adjusted under the warrant agreements.
In
addition, the President of the Company, Mr. Liu Rui Sheng (“Mr. Liu”), entered
into a Pledge Agreement with Mr. Zhuang, Mr. Shi and Greentree Financial Group,
Inc. as Escrow Agent. Pursuant to the Pledge Agreement, Mr. Liu agreed to
irrevocably pledge to Mr. Zhuang and Mr. Shi with 13,532,000 shares of his own
common stock as collateral for the Loan Agreements between CHDITN and Mr. Zhuang
and Mr. Shi.
On
December 17, 2009, the Company received net aggregate proceeds of $2,081,000,
net of expenses and deductions of prepaid interests, from Mr. Shi and Mr.
Zhuang.
The
Company has engaged an independent valuer to perform the valuation of the
convertible notes and has determined that the convertible notes are recorded in
accordance with ASC Topic 470-20, “Debt with conversion and other
options”, the warrants and related convertible notes should be accounted
for as two separate instruments (equity and debt instruments). The accounting
for these instruments reflects the notion that the consideration received upon
issuance must be allocated between equity and debt components. Proceeds from the
sale of a debt instrument with stock purchase warrants are allocated to the two
elements, based on the relative fair values of the debt instrument without the
warrants and of the warrants themselves at time of issuance. The portion of the
proceeds allocated to the warrants is accounted for as paid-in capital. The
remainder of the proceeds is allocated to the debt instrument portion of the
transaction as debt discount.
|
As
of December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Notional
amount of the convertible notes payable to Mr. Zhuang and Mr. Shi, net of
expenses
|
$ | 2,081,000 | $ | - | ||||
|
Less:
debt discount, unamortized
|
(860,292 | ) | - | |||||
| $ | 1,220,708 | $ | - | |||||
The
convertible notes are discounted for the fair value of warrants on the grant
date using Black-Scholes Option Pricing Model under ASC Topic 718, with the
following weighted average assumptions. The discount is being amortized over the
life of the debt using the effective interest method. For the year ended
December 31, 2009, the Company recognized $139,729 as amortization of debt
discount and recorded as interest expense in the statement of
operations.
|
Expected
life (in years)
|
5 | |||
|
Volatility
|
159 | % | ||
|
Risk
free interest rate
|
0.31 | % | ||
|
Dividend
yield
|
0 | % | ||
|
Weighted
average fair value
|
0.93 |
27
10. CONVERTIBLE
PROMISSORY NOTES PAYABLE
On June
1, 2009, the Company’s subsidiary, CHDITN entered into four promissory notes
with Precursor Management, Inc. (“PMI”) for the aggregate principal amount of
$705,000 to pay for certain transaction fees and professional fees associated
with becoming a “public company”, with an interest rate of 6.5% per annum, fully
payable on September 30, 2009. On November 19, 2009, both parties mutually
agreed to extend the payment date until December 30, 2009.
In
December 2009, the Company repaid $300,000 to the promissory note and both
parties agreed to restructure four promissory notes in exchange for new notes in
the remaining principal amount of $405,000 with an interest rate of 8% per
annum, fully payable on December 4, 2010, by entering into the following new
promissory notes with four different parties:
On
December 4, 2009, the Company, through CHDITN signed a Promissory Note with
Greentree Financial Group Inc. (“Greentree”), stating that CHDITN promised to
pay to the order of Greentree the sum of $140,000, plus interest of $11,200 or
approximately 8% interest per annum, quarterly payable, with a maturity date of
December 4, 2010. In addition, Greentree shall have a right to convert the
principal amount, partially or in full, into number of shares of Common Stock of
the Company at the exercise price of $1 per share.
On
December 4, 2009, the Company, through CHDITN signed a Promissory Note with PMI,
stating that CHDITN promised to pay to the order of PMI the sum of $140,000,
plus interest of $11,200 or approximately 8% interest per annum, quarterly
payable, with a maturity date of December 4, 2010. In addition, PMI shall have a
right to convert the principal amount, partially or in full, into number of
shares of Common Stock of the Company at the exercise price of $1 per
share.
On
December 4, 2009, the Company, through CHDITN signed a Promissory Note with
Linear Capital Partners LLC. (“Linear”), stating that CHDITN promised to pay to
the order of Linear the sum of $40,000, plus interest of $3,200 or approximately
8% interest per annum, quarterly payable, with a maturity date of December 4,
2010. In addition, Linear shall have a right to convert the principal amount,
partially or in full, into number of shares of Common Stock of the Company at
the exercise price of $1 per share.
On
December 4, 2009, the Company, through CHDITN signed a Promissory Note with
Maurice Katz (“Mr. Katz”), stating that CHDITN promised to pay to the order of
Mr. Katz the sum of $85,000, plus interest of $6,800 or approximately 8%
interest per annum, quarterly payable, with a maturity date of December 4, 2010.
In addition, Mr. Katz shall have a right to convert the principal amount,
partially or in full, into number of shares of Common Stock of the Company at
the exercise price of $1 per share.
In
connection with these four Promissory Notes, the Company agreed to issue
aggregate 405,000 shares of warrants to the holder of the promissory note, for
consideration in the amount of $10 as incentive to lend money to the Company,
respectively. The Warrants entitled the promissory note holders to purchase from
the Company at any time or times on or after December 4, 2009, aggregate 405,000
shares of Common Stock of the Company at the exercise price of $1 per
share.
The
Company has engaged an independent valuer to perform the valuation of the
convertible promissory notes and has determined that the equity instruments
issued in relation to the promissory notes are recorded in accordance with ASC
Topic 505-50 “Equity-Based
Payments to Non-Employees”.
The fair value of the share-based
payment transaction is determined at the earlier of performance commitment date
or performance completion date.
For the
year ended December 31, 2009, the Company recorded $593,421 as stock based
compensation at their fair values, to reflect the beneficial conversion feature
of the convertible promissory notes and fair value of the warrants
granted,
The fair
value of warrants on the grant date is measured using Black-Scholes Option
Pricing Model under ASC Topic 718, with the following weighted average
assumptions.
|
Expected
life (in years)
|
5 | |||
|
Volatility
|
159 | % | ||
|
Risk
free interest rate
|
0.37 | % | ||
|
Dividend
yield
|
0 | % | ||
|
Weighted
average fair value
|
0.93 |
28
11. ACCRUED
LIABILITIES AND OTHER PAYABLE
Accrued
liabilities and other payable consisted of the following:
|
As
of December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
VAT
payable
|
$ | - | $ | 165,503 | ||||
|
Accrued
payroll and benefit costs
|
453,629 | 310,636 | ||||||
|
Accrued
professional and consulting fee
|
239,132 | 100,872 | ||||||
|
Other
payables
|
2,950 | 1,660 | ||||||
| $ | 695,711 | $ | 578,671 | |||||
12. SHORT-TERM
BANK BORROWINGS
Short-term
bank borrowings consisted of the following:
|
As
of December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Bank
loans, payable to financial institutions in the PRC:
|
||||||||
|
Equivalent
to RMB3,500,000 with effective interest rate at 5.84% per annum, payable
monthly, due January 8, 2010
|
$ | 511,905 | $ | - | ||||
|
Equivalent
to RMB400,000 with effective interest rate at 5.84% per annum, payable
monthly, due January 19, 2010
|
58,503 | - | ||||||
|
Total
short-term bank borrowings
|
$ | 570,408 | $ | - | ||||
These
borrowings were personally guaranteed by Mr. Liu, the director of the Company
and collateralized by the real properties held by the director of the Company
situated in the PRC.
13. LONG-TERM
BANK BORROWINGS
Long-term
bank borrowings consisted of the following:
|
As
of December 31,
|
|||||||||
|
2009
|
2008
|
||||||||
|
Bank
loans, payable to financial institutions in the PRC:
|
|||||||||
|
Equivalent
to RMB2,240,000 (2008: RMB4,300,000) with effective interest rate ranging
from 5.67% to 7.84% per annum, payable monthly, due September 20,
2010
|
(a)
|
$ | 327,620 | $ | 627,353 | ||||
|
Equivalent
to RMB0 (2008: RMB3,150,000) with effective interest rate ranging from
5.67% to 6.62% per annum, payable monthly, due August 20,
2009
|
(a)
|
- | 459,572 | ||||||
|
Equivalent
to RMB3,696,756 (2008: RMB6,854,107) with effective interest rate ranging
from 7.02% to 9.83% per annum, with monthly principal and interest
payments of $43,231, due January 16, 2011
|
(b)
|
540,683 | 999,986 | ||||||
|
Equivalent
to RMB2,198,393 (2008: RMB4,076,387) with effective interest rate ranging
from 7.02% to 9.83% per annum, with monthly principal and interest
payments of $25,712, due January 17, 2011
|
(b)
|
321,534 | 594,729 | ||||||
|
Total
long-term bank borrowings
|
1,189,837 | 2,681,640 | |||||||
|
Less:
current portion of long-term bank borrowings
|
(1,118,791 | ) | (1,472,004 | ) | |||||
|
Long-term
bank borrowings, net of current portion
|
$ | 71,046 | $ | 1,209,636 | |||||
As of
December 31, 2009, the minimum future payments of the aggregate bank borrowings
are as follows:
|
Years
ending December 31:
|
||||
|
2010
|
$ | 1,118,791 | ||
|
2011
|
71,046 | |||
|
Total
long-term bank borrowings
|
$ | 1,189,837 | ||
|
(a)
|
These
borrowings were guaranteed by Mr. Liu, the director of the Company and
collateralized by the real properties held by the director of the Company
situated in the PRC.
|
|
(b)
|
These
borrowings were collateralized by certain plant and machinery with an
aggregate net book value of $1,145,315 as of December 31,
2009.
|
29
14. STOCKHOLDERS’
EQUITY
(a) Common
stock
On July
17, 2009, DCRD executed the Plan of Exchange (the “POE”) among the shareholders
of DCRD, Wide Broad, the shareholders of Wide Broad and CHDITN. The POE stated
that the capital of DCRD consists of 100,000,000 authorized shares of common
stock, par value $0.001, of which 2,260,804 shares were issued and
outstanding.
Pursuant
to the POE, DCRD issued 20,000,000 (post-reverse split) new shares of common
stock of DCRD to Wide Broad and simultaneously retired to treasury stock
1,862,500 shares of common stock held in the name of Maurice Katz (a former
director), in exchange for 100% of the capital stock of Wide Broad.
Concurrently,
DCRD effectuated a 1 for 4 reverse split of its common stock. All common stock
and per share data for all periods presented in these financial statements have
been restated to give effect to the reverse split.
On August
18, 2009, the Company executed an the Offshore Stock Purchase Agreement (the
“Agreement”) with a private investor, Mr. Zhang Zijian to purchases 200,000
shares of restricted common stock for an aggregate amount of $200,000 of $1 per
share. As a result of this transaction, the investor owns 0.97% of the issued
and outstanding common stock of the Company. The proceeds were used to fund the
working capital.
As of
December 31, 2009, the Company had a total of 20,598,304 shares of its common
stock issued and outstanding.
(b) Warrants
granted
Transactions
involving warrants granted during the year ended December 31, 2009 are
summarized as follows (warrants were not issued to employees):
|
Warrants
outstanding
|
||||||||||||||||
|
Number
of warrants
|
Exercise
price range per share
|
Weighted
average exercise price per share
|
Weighted
average grant-date fair value per share
|
|||||||||||||
|
Balance
as of January 1, 2009
|
- | $ | - | $ | - | $ | - | |||||||||
|
Warrants
granted for services in September
|
400,000 | 1.40 | 1.40 | 0.85 | ||||||||||||
|
Warrants
granted for convertible notes payable in November 2009
|
2,340,000 | 1.00 | 1.00 | 0.93 | ||||||||||||
|
Warrants
granted for convertible promissory notes payable in December
2009
|
405,000 | 1.00 | 1.00 | 0.93 | ||||||||||||
|
Balance
as of December 31, 2009
|
3,145,000 | $ | 1 – 1.4 | $ | 1.05 | $ | 0.92 | |||||||||
15. NET
INCOME PER SHARE
Basic net
income per share is computed using the weighted average number of the ordinary
shares outstanding during the year. Diluted net income per share is computed
using the weighted average number of ordinary shares and ordinary share
equivalents outstanding during the year. Pursuant to stock exchange transaction
on July 17, 2009, the weighted average number of common shares issued and
outstanding was adjusted to account for the effects of the stock exchange
transaction as a reverse acquisition as more fully described in Note
1.
The
following table sets forth the computation of basic and diluted net income per
share for the years ended December 31, 2009 and 2008:
|
Years
ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Basis
and diluted net income per share calculation
|
||||||||
|
Numerator:
|
||||||||
|
-
Net income in computing basic and diluted net income per
share
|
$ | 4,094,623 | $ | 6,552,265 | ||||
|
Denominator:
|
||||||||
|
Weighted
average shares outstanding – Basic
|
20,257,850 | 20,000,000 | ||||||
|
Dilutive
effect of warrants issued
|
498,136 | - | ||||||
|
Weighted
average shares outstanding – Diluted
|
20,755,986 | 20,000,000 | ||||||
|
Basic
net income per share
|
$ | 0.20 | $ | 0.33 | ||||
|
Diluted
net income per share
|
$ | 0.20 | $ | 0.33 | ||||
30
16. INCOME
TAXES
For the
years ended December 31, 2009 and 2008, the local (United States) and foreign
components of income from continuing operations before income taxes were
comprised of the following:
|
Years
ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Tax
jurisdictions from:
|
||||||||
|
-
Local
|
$ | (1,123,471 | ) | $ | - | |||
|
-
Foreign
|
7,189,370 | 8,717,021 | ||||||
|
Income
before income taxes
|
$ | 6,065,899 | $ | 8,717,021 | ||||
The
effective tax rate in the periods presented is the result of the mix of income
earned in various tax jurisdictions that apply a broad range of income tax
rates. The Company has subsidiaries that operate in various countries: United
States, BVI and the PRC that are subject to taxes in the jurisdictions in which
they operate, as follows:
United
States of America
The
Company is registered in the State of Florida and is subject to the tax laws of
the United States of America.
British
Virgin Island
Under the
current BVI law, Wide Broad is not subject to tax on its income or profits. For
the year ended December 31, 2009, Wide Broad suffered from an operating loss of
$1,413,329 while generated an operating income of $36,453 for the year ended
December 31, 2008.
The
PRC
The
Company generated its income from a subsidiary operating in the PRC for the
years ended December 31, 2009 and 2008. Effective from January 1, 2008, CHDITN
is subject to the Corporate Income Tax Law of the People’s Republic of China
(the “New CIT Law”) at a unified income tax rate of 25%.
A
reconciliation of income tax rate to the effective income tax rate for the years
ended December 31, 2009 and 2008 is as follows:
|
Years
ended December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Income
before income taxes
|
$ | 8,602,699 | $ | 8,680,568 | ||||
|
Statutory
income tax rate
|
25 | % | 25 | % | ||||
|
Income
tax expense at statutory tax rate
|
2,150,675 | 2,170,142 | ||||||
|
Tax
effect of non-taxable items
|
(179,399 | ) | (5,386 | ) | ||||
|
Income
tax expense
|
$ | 1,971,276 | $ | 2,164,756 | ||||
No
provision for deferred tax assets or liabilities has been made, since the
Company has no material temporary difference between the tax bases of assets and
liabilities and their carrying amounts.
17. STOCK
BASED COMPENSATION
In
September 2009, the Company entered into an Investor Relations Consulting
Agreement with an Investor Relations (IR) firm (“IR firm”), in which the Company
agreed to issue warrants to purchase an aggregate of 400,000 shares of its
common stock to the IR firm. These warrants are irrecoverable, non-cancelable
and have an exercise price of $1.4 per share, with piggy back registration
rights. As of December 31, 2009, none of these warrants were
exercised.
The
Company adopted ASC Topic 718 using the Black-Scholes Option Pricing Model to
measure the fair value of warrants on the grant date, with the following
weighted average assumptions:
|
Expected
life (in years)
|
1 | |||
|
Volatility
|
60 | % | ||
|
Risk
free interest rate
|
3.46 | % | ||
|
Dividend
yield
|
0 | % | ||
|
Weighted
average fair value
|
0.85 |
The
Company recognized $339,096 as stock based compensation at their fair values for
the year ended December 31, 2009.
31
18. CHINA
CONTRIBUTION PLAN
Under the
PRC Law, full-time employees of its subsidiaries in the PRC are entitled to
staff welfare benefits including medical care, welfare subsidies, unemployment
insurance and pension benefits through a China government-mandated
multi-employer defined contribution plan. The Company is required to accrue for
these benefits based on certain percentages of the employees’ salaries. The
total contributions made for such employee benefits were $3,649 and $3,674 for
the years ended December 31, 2009 and 2008, respectively.
19. STATUTORY
RESERVE
Under the
PRC Law, the Company’s subsidiary in the PRC, CHDITN is required to make
appropriation to the statutory reserve based on after-tax net earnings and
determined in accordance with generally accepted accounting principles of the
People’s Republic of China (the “PRC GAAP”). Appropriation to the statutory
reserve should be at least 10% of the after-tax net income until the reserve is
equal to 50% of the registered capital. The statutory reserve is established for
the purpose of providing employee facilities and other collective benefits to
the employees and is non-distributable other than in liquidation.
For the
years ended December 31, 2009 and 2008, the Company contributed $591,383 and
$110,958 to statutory reserve, respectively.
20. CONCENTRATIONS
OF RISK
The
Company is exposed to the following concentrations of risk:
(a) Major
customers
For the
years ended December 31, 2009 and 2008, there was no customer who accounts for
10% or more of the Company’s revenues.
(b) Major
vendors
For the
year ended December 31, 2009, the vendors who accounted for 10% or more of the
Company’s purchases and its outstanding balance at year-end date, are presented
as follows:
|
Year
ended December 31, 2009
|
December
31, 2009
|
|||||||||
|
Vendor
|
Purchases
|
Percentage
of
purchases
|
Accounts
payable,
trade
|
|||||||
|
Vendor
A
|
$
|
3,039,293
|
24%
|
$
|
-
|
|||||
|
Vendor
B
|
2,857,292
|
23%
|
-
|
|||||||
|
Vendor
C
|
1,251,764
|
10%
|
-
|
|||||||
|
Total:
|
$
|
7,148,349
|
57%
|
$
|
-
|
|||||
For the
year ended December 31, 2008, one vendor represented more than 10% of the
Company’s purchases. This vendor accounts for 17% of purchases amounting to
$4,265,283, with $0 of accounts payable as of December 31, 2008.
For the
years ended December 31, 2009 and 2008, 100% of the Company’s purchases were
derived from vendors located in the PRC.
(c) Credit
risk
Financial
instruments that are potentially subject to credit risk consist principally of
accounts receivable. The Company believes the concentration of credit risk in
its accounts and retention receivables is substantially mitigated by its ongoing
credit evaluation process and relatively short collection terms. The Company
does not generally require collateral from customers. Credit is extended based
on evaluation of a customer's financial condition. The Company evaluates the
need for an allowance for doubtful accounts based upon factors surrounding the
credit risk of specific customers, historical trends and other
information.
(d) Exchange
rate risk
The
reporting currency of the Company is US$, to date the majority of the revenues
and costs are denominated in RMB and a significant portion of the assets and
liabilities are denominated in RMB. As a result, the Company is exposed to
foreign exchange risk as its revenues and results of operations may be affected
by fluctuations in the exchange rate between US$ and RMB. If RMB depreciates
against US$, the value of RMB revenues and assets as expressed in US$ financial
statements will decline. The Company does not hold any derivative or other
financial instruments that expose to substantial market risk.
(e) Interest
rate risk
As the
Company has no significant interest-bearing assets, the Company’s income and
operating cash flows are substantially independent of changes in market interest
rates.
The
Company’s interest-rate risk arises from bank borrowings. Borrowings issued at
variable rates expose the Company to cash flow interest-rate risk. Borrowings
issued at fixed rates expose the Company to fair value interest-rate risk.
Company policy is to maintain approximately all of its borrowings in fixed rate
instruments. At the year-end, the borrowings were both at fixed and floating
rates.
(f) Economic
and political risks
The
Company's operations are conducted in the PRC. Accordingly, the Company's
business, financial condition and results of operations may be influenced by the
political, economic and legal environment in the PRC, and by the general state
of the PRC economy.
The
Company's operations in the PRC are subject to special 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 environment and foreign currency exchange. The
Company's results may be adversely affected by changes in the political and
social conditions in the PRC, and by changes in governmental policies with
respect to laws and regulations, anti-inflationary measures, currency
conversion, remittances abroad, and rates and methods of taxation.
32
21. COMMITMENTS
AND CONTINGENCIES
|
(a)
|
Operating
lease commitments
|
The
Company’s subsidiary in the PRC is committed under several non-cancelable
operating leases of office premises and manufacturing facility with a term of 10
years with fixed monthly rentals, due from December 31, 2010 through 2017. Total
rent expenses for the years ended December 31, 2009 and 2008 was $203,956 and
$190,779, respectively.
As of
December 31, 2009, future minimum rental payments due under non-cancelable
operating leases in the next five years and thereafter are as
follows:
|
Years
ending December 31:
|
||||
|
2010
|
$ | 193,061 | ||
|
2011
|
210,613 | |||
|
2012
|
210,613 | |||
|
2013
|
210,613 | |||
|
2014
|
236,939 | |||
|
Thereafter
|
1,039,022 | |||
|
Total
|
$ | 2,100,861 | ||
|
(b)
|
Consultancy
fee commitment
|
The
Company is committed to pay a monthly fee to Interactive Investors, Inc. for
management consulting, business advisory, shareholder information and public
relations service in a term of 1 year, expiring on August 31, 2010. As of
December 31, 2009, the Company has future minimum contingent payment of $104,000
in the next 12 months.
|
(c)
|
Capital
commitment
|
The
Company is committed under a number of agreements with an independent
contractors or suppliers in relation to the construction of the new
manufacturing facility for business expansion. The construction is expected to
be completed in the third quarter of 2010. Total estimated construction costs
are approximately $30 million (equivalent to RMB 205 million). As of December
31, 2009, the Company paid $6,041,515 to the third party equipment vendors and
contractors and was recorded as construction in progress. The aggregate
contingent payments related to the third party contractors and the addition of
new plants and equipments are approximately $4.2 million.
|
22.
|
COMPARATIVE
FIGURES
|
Certain
amounts in the prior periods presented have been reclassified to conform to the
current period financial statement presentation.
|
23.
|
SUBSEQUENT
EVENTS
|
On April
1, 2010, the Company approved to withdraw its registration statement initially
filed on Form S-1 with the Securities and Exchange Commission on February 10,
2010. The Company withdrew its registration statement so that it can have
sufficient time to review and possibly amend the registration statement prior to
its effectiveness. No securities have been sold pursuant to the registration
statement.
33
On
October 29, 2009, Registrant's Board of Directors approved to dismiss Traci J.
Anderson, CPA as its independent auditor, and engaged ZYCPA Company Limited as
independent auditor to audit Registrant's financial statements for the year
ended December 31, 2009 and to review Registrant's each of two quarterly reports
ended September 30, 2009. The decision to make the change was approved by
Registrant's Board of Directors. The Registrant does not have an audit
committee.
During
Registrant's two most recent fiscal years ended December 31, 2008 and 2007, the
Registrant did not consult ZYCPA Company Limited with respect to any of the
matters described in Item 304(a)(2) of Regulation S-K. In December 2008, ZYCPA
Company Limited was retained as independent auditor to audit Wide Broad Group
Limited (“Wide Broad”), a wholly-owned subsidiary of the Registrant incorporated
under the laws of British Virgin Islands, and Wide Broad’s wholly-owned
subsidiary, Dongguan CHDITN Printing Co. Ltd., a company incorporated under the
laws of Region of People's Republic of China.
Traci J.
Anderson, CPA's audit reports regarding the Registrant's financial statements
for the fiscal years ended December 31, 2008 and 2007, contained no adverse
opinion or disclaimer of opinion nor were they qualified or modified as to the
uncertainty, audit scope or accounting principles, except that their audit
reports for the years ended December 31, 2008 and 2007 contained a going concern
qualification.
The
Registrant and Traci J. Anderson, CPA have not, during the years ended December
31, 2008 and 2007, and subsequent interim period through October 29, 2009, had
any disagreement on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to Traci J. Anderson, CPA's satisfaction, would have caused Traci J.
Anderson, CPA to make reference to the subject matter of the disagreement in
connection with its reports.
During
the years ended December 31, 2008 and 2007, and subsequent interim period
through October 29, 2009, Traci J. Anderson, CPA had not advised the Registrant
of any of the enumerated items described in Item 304(a)(1)(v) of Regulation S-K
or the item described in Item 304(a)(1)(vi) of Regulation S-K.
ITEM 9A. CONTROLS AND
PROCEDURES
We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
specified time periods. Our Chief Executive Officer and our Chief Financial
Officer (collectively, the “Certifying Officers”) are responsible for
maintaining our disclosure controls and procedures. The controls and procedures
established by us are designed to provide reasonable assurance that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms.
To
evaluate the effectiveness of our internal controls over financial reporting, we
have adopted the framework prescribed by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). We believe that this
framework will assist in the provision of reasonable assurance of the
effectiveness and efficiency of operations, the reliability of financial
reporting, and compliance with applicable laws and regulations. In
adopting the COSO framework, we maintain a control environment, perform
risk assessments, carry out control activities, emphasize quality information
and effective communication, and perform monitoring. In the
maintenance of a control environment, we are committed to integrity and ethical
values as well as to competence. We strive to assign authority and
responsibility in a manner that supports our internal controls, and we also
maintain human resources policies and procedures designed to support our
internal controls. Our risk assessments are designed to ensure the
achievement of company-wide and process-level objectives as well as to identify
and analyze risks while managing change. We believe that all of these
components together form a foundation for sound internal control through
directed leadership, shared values and a culture that emphasizes accountability
for control.
As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of our disclosure controls and procedures. Based on the
evaluation, the Certifying Officers concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the applicable rules and forms, and that it is accumulated
and communicated to our management, including the Certifying Officers, as
appropriate to allow timely decisions regarding required
disclosure.
The
Certifying Officers have also concluded, based on our evaluation of our controls
and procedures that as of December 31, 2009, our internal controls over
financial reporting are effective and provide a reasonable assurance of
achieving their objective.
Due to
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements under all potential conditions. Therefore,
effective internal control over financial reporting provides only reasonable,
and not absolute, assurance that a restatement of our financial statements would
be prevented or detected.
This
annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this
annual report.
Changes
in Internal Control Over Financial Reporting
There
were no changes in the our internal control over financial reporting that
occurred during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
This
annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this
annual report.
34
ITEM
9A(T). CONTROLS
AND PROCEDURES
(a) Conclusions
regarding disclosure controls and procedures. Disclosure controls and
procedures are the Company’s controls and other procedures that are designed to
ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it files
under the Exchange Act is accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting.
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Exchange Act as of December 31, 2009,
and, based on their evaluation, as of the end of such period, the our disclosure
controls and procedures were effective as of the end of the period covered by
the Annual Report,
(b) Management’s
Report On Internal Control Over Financial Reporting. It is management’s
responsibilities to establish and maintain adequate internal controls over the
Company’s financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a
process designed by, or under the supervision of, the issuer’s principal
executive and principal financial officers and effected by the issuer’s
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:
• Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the issuer;
and
• Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the issuer are being
made only in accordance with authorizations of management of the issuer;
and
• Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the issuer’s assets that could have a
material effect on the financial statements.
As of the
end of the period covered by the Annual Report, an evaluation was carried out
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our internal control over financial reporting.
Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2009. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework.
Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, internal controls over financial
reporting were effective as of the end of the period covered by the
Report.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Annual
Report.
(c) Changes in
internal control over financial reporting. There were no changes in our
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER
INFORMATION
None.
35
PART
III
ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT
Directors
and Executive Officers
Directors
are elected at the Company’s annual meeting of Stockholders and serve for one
year until the next annual Stockholders’ meeting or until their successors are
elected and qualified. Officers are elected by the Board of Directors and their
terms of office are, except to the extent governed by employment contract, at
the discretion of the Board. The Company may reimburse all Directors for their
expenses in connection with their activities as directors of the Company.
Directors of the Company who are also employees of the Company will not receive
additional compensation for their services as directors.
The
following table sets forth certain information with respect to our directors,
executive officers and key employees. Our annual meeting of stockholders is held
on December 31.
|
Name
|
Age
|
Title
|
Date
of Appointment
|
Number
of Terms Serviced as Director
|
|||
|
Liu
Rui Sheng
|
38
|
CEO,
President & Chairman
|
July
23, 2009
|
<
1 year
|
|||
|
Lau
T.C
|
58
|
Independent
Director
|
July
23, 2009
|
<
1 year
|
|||
|
Li
Chak Ming
|
49
|
Independent
Director
|
July
23, 2009
|
<
1 year
|
|||
|
Law
Wai Fai
|
41
|
Chief
Financial Officer
|
November
1, 2009
|
NA
|
|||
|
Baotang
Zhao
|
32
|
Chief
Sales Officer
|
July
23, 2009
|
NA
|
|||
|
Wen
Qifeng
|
29
|
Manager
of Production
|
July
23, 2009
|
NA
|
|||
Mr. Liu,
age 38, serves as President, Chairman and CEO of DCRD. He incorporated CHDITN in
1998 and oversees all of the operations management and strategic planning for
the company. He has more than 15 years experience in the industry. Prior to
establishing CHDITN, Mr. Liu was engaged in the production and processing of
printing ink, chemical products and decoration paper sales. Mr. Liu holds a
bachelor’s degree in Corporate Management from the Beijing Academy of Management
in Economics and Trade.
Lau, Tai Chim - Independent
Director
Mr. Lau,
Tai Chim, age 58, serves as an independent director of DCRD. He currently is a
director of several listed companies and is an independent non-executive
director of a restrictive licensed bank in Hong Kong. He runs his own law firm
and has done so for the past 10 years. He has been admitted as a solicitor and
fellowship member in Hong Kong, England, Singapore and PRC.
Li, Chak Ming – Independent
Director
Mr. Li,
Chak Ming, age 49, is an independent director of DCRD. He obtained a bachelors
degree from Ji Nan University and is currently the administrative director of
Hong Kong Liang Zhi Garment Company Ltd. (“Liang Zhi”). He was the marketing
director from 2007 to 2008 and general manager from 1997 to 2006 for Liang Zhi.
Prior to joining Liang Zhi, he served 10 years in the printing ink industry and
the chemical products processing industry. He specializes in research and
development and production technology.
Law Wai Fai – Chief
Financial Officer
Mr. Law,
age 41, is a certified public accountant practicing in Hong Kong and a member of
the Institute of Chartered Accounts in England and Wales. Prior to his
appointment to the Company, Mr. Law was an executive director of Superb Summit
International Timber Company Limited (formerly known as Tak Shun Technology
Group Limited). Mr. Law joined Tak Shun Technology Group Limited in 2000 as
their financial controller. He was responsible for preparation of the
company’s financial statements in anticipation of listing Tak Shun Technology
Group Limited on the main board of The Stock Exchange of Hong Kong
Limited. Mr. Law was also responsible for investor relations
throughout the pre-listing stage of Tak Shun Technology Group’s listing
application. Tak Shun Technology Group Limited was successfully listed in
September 2001 on the main board of The Stock Exchange of Hong Kong Limited.
During his tenure, Mr. Law was engaged in several sizable transactions including
share placements and key corporate mergers and acquisitions. Prior to joining
Superb Summit International Timber Company Limited in July 2000, Mr. Law worked
for KPMG and PricewaterhouseCoopers where he was responsible for auditing and
transaction services. Mr. Law received his M.B.A. from The Hong Kong Polytechnic
University and his B.A. in Accounting from City University of Hong Kong. Mr. Law
is also an independent non-executive director of Good Fellow Resources Holdings
Limited (formerly known as Wonderful World Holdings Limited), a company listed
on the main board of The Stock Exchange of Hong Kong Limited.
Baotang Zhao -- Chief Sales
Officer
Mr. Zhao,
age 32, graduated from Tian Jin Business College with a Bachelor’s Degree. He
joined CHDITN in 2004 as an Area Sales Manager. He is now the Chief Sales
Officer of DCRD. He has numerous years of marketing experience and is familiar
with marketing analysis, marketing channels, managing sales teams, and customer
service.
Wen Qifeng -- Manager of
Production
Wen
Qifeng, age 29, graduated from Guangzhou Industry and Commerce College with a
Bachelors Degree in 2003. He joined CHDITN in June 2003 as a Buyer. He was
promoted to Deputy Manager of Production in 2007 and has now been appointed
Manager of Production of DCRD. Mr. Wen has worked in the paper industry for many
years. He is familiar with the basic operations, particularly in the operation
and management of manufacturing technique work flow.
Compensation
of Directors
The Board
of Directors may compensate directors for their services as such. We have not
paid our Directors any fees in connection with their role as members of our
Board. The Board of Directors may also provide for the payment of all travel and
out-of-pocket expenses in connection with Directors’ attendance at Board
meetings. Each board member serves for a one year term until elections are held
at each annual meeting.
Directors
are elected at the Company’s annual meeting of Stockholders and serve for one
year until the next annual Stockholders’ meeting or until their successors are
elected and qualified. Officers are elected by the Board of Directors and their
terms of office are, except to the extent governed by employment contract, at
the discretion of the Board. The Company may reimburse all Directors for their
expenses in connection with their activities as directors of the Company.
Directors of the Company who are also employees of the Company will not receive
additional compensation for their services as directors.
Involvement
in Certain Legal Proceedings
To the
best of our knowledge, during the past five years, none of the following
occurred with respect to a present or former director or executive officer of
the Company: (1) any bankruptcy petition filed by or against any business
of which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time; (2) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);
(3) being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
(4) being found by a court of competent jurisdiction (in a civil action),
the Commission or the commodities futures trading commission to have violated a
Federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
Section
16(a) Beneficial Ownership Reporting Compliance
Under
Section 16(a) of the Exchange Act, all executive officers, directors, and each
person who is the beneficial owner of more than 10% of the common stock of a
company that files reports pursuant to Section 12 of the Exchange Act, are
required to report the ownership of such common stock, options, and stock
appreciation rights (other than certain cash-only rights) and any changes in
that ownership with the Commission. Specific due dates for these reports have
been established, and we are required to report, in this Form 10-K, any failure
to comply therewith during the fiscal year ended December 2009. We believe that
all of these filing requirements were satisfied by our executive officers,
directors and by the beneficial owners of more than 10% of our common stock. In
making this statement, we have relied solely on copies of any reporting forms
received by it, and upon any written representations received from reporting
persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was
required to be filed under applicable rules of the Commission.
36
ITEM 11. EXECUTIVE
COMPENSATION
The
following Summary Compensation Table sets forth, for the years indicated, all
cash compensation paid, distributed or accrued for services, including salary
and bonus amounts, rendered in all capacities by the Company’s Chief Executive
Officer and all other executive officers who received or are entitled to receive
remuneration in excess of $100,000 during the stated periods.
Summary
Compensation Table
|
Name
|
Year Salary
#
|
Bonus
|
Stock
|
Option
|
Non-
|
Nonquali-
|
All
|
Total
|
|
and
|
As
of Dec. (Annual)
|
($)
|
Awards
|
Awards
|
Equity
|
fied
|
Other
|
($)
|
|
Principal
Position
|
31,
2009
|
($)
|
($)
|
Incentive
Plan
Compen-
sation
|
Deferred
Compensa-
tion
Earnings
|
Compensa-
tion
($)
|
||
|
($)
|
($)
|
|||||||
|
Liu
Rui Sheng President, CEO & Chairman
|
2009 $171,793
|
-
|
-
|
-
|
-
|
-
|
-
|
$171,793
|
|
Lau
T.C
|
2009 $
23,077
|
-
|
-
|
-
|
-
|
-
|
-
|
$
23,077
|
|
Independent
Director
|
||||||||
|
Li
Chak Ming
|
2009 $
23,077
|
-
|
-
|
-
|
-
|
-
|
-
|
$
23,077
|
|
Independent
Director
|
||||||||
|
Law
Wai Fai
|
2009
$ 66,667
|
-
|
-
|
-
|
-
|
-
|
-
|
$ 66,667
|
|
CFO
|
||||||||
|
Baotang
Zhao
|
2009
$ 26,355
|
-
|
-
|
-
|
-
|
-
|
-
|
$
26,355
|
|
Chief
Sales Officer
|
||||||||
|
Wen
Qifeng
|
2009 $
26,355
|
-
|
-
|
-
|
-
|
-
|
-
|
$
26,355
|
|
Production
Manager
|
||||||||
|
Maurice
Katz
|
2009
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Former
President
|
2008 $
16,300
|
-
|
-
|
-
|
-
|
-
|
-
|
$ 16,300
|
|
2007
$ 33,113
|
-
|
-
|
-
|
-
|
-
|
-
|
$ 33,113
|
|
|
Weiheng
Cai
|
2009
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Former
Director
|
2008 -
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
2007
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
#
Based upon the salary amount in the employment contracts on a twelve-months’
basis.
Outstanding
Equity Awards At Fiscal Year-End Table
None.
Option
Exercises And Stock Vested Table
None.
Pension
Benefits Table
None.
Nonqualified
Deferred Compensation Table
None.
All
Other Compensation Table
None.
Perquisites
Table
None.
Potential
Payments Upon Termination Or Change In Control Table
None.
Long-Term
Incentive Plan Awards
We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance to occur over a period longer than one fiscal year,
whether such performance is measured by reference to our financial performance,
our stock price, or any other measure.
Compensation
of Directors and Executive Officers
There are
current employment agreements between CHDITN and Wide Broad and its executive
officers and directors. Our executive officers and directors have agreed to work
under their current contracts. Below are the terms of the employment contracts
for our executive officers and directors.
Employee: Mr. Liu Rui
Sheng
CHDITN
Term: April 1, 2007 to March
31, 2010
Salary: RMB 35000 per
month.
Wide
Broad
Term: July 1, 2009 to July 1,
2011
Remuneration: HK$
1,300,000/year, paid over 13 months on the last day of each month.
Employee: Lau Thai
Chim
Wide
Broad
Term: July 1, 2009 to July 1,
2011
Remuneration: HK$ 180,000/year
paid on the last day for every quarter in four installments.
Employee: Li Chak
Ming
Wide
Broad
Term: July 1, 2009 to July 1,
2011
Remuneration: HK$ 180,000/year
paid on the last day for every quarter in four installments.
Employee:
Law Wai
Fai
Wide
Broad
Term: November 1, 2009 to
November 1, 2011
Remuneration: HK$ 520,000/year
paid over 13 months on the last day for each month.
Employee: Baotang
Zhao
CHDITN
Term: July 1, 2009 to June 30,
2011 Salary: RMB 15000
per month.
Employee: Mr. Wen
Qifeng
CHDITN
Term: July 1, 2009 to June 30,
2011 Salary: RMB 15000
per month.
37
ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER
MATTERS.
The
following table sets forth certain information regarding beneficial ownership of
the common stock as of April 14, 2010, by (i) each person who is known by
the Company to own beneficially more than 5% of any classes of outstanding
Stock, (ii) each director of the Company, (iii) each officer and
(iv) all directors and executive officers of the Company as a
group.
The
number and percentage of shares beneficially owned is determined in accordance
with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose. We believe
that each individual or entity named has sole investment and voting power with
respect to the securities indicated as beneficially owned by them, subject to
community property laws, where applicable, except where otherwise
noted.
Beneficial Owners as of
April 14, 2010
|
Name of Beneficial
Owner
|
Number of Shares Common Stock(1)
|
Percent of Class
|
||||||
|
Man
Kwai Ming
No.
6 Economic Zone,
Wushaliwu,
Chang’an Town
Dongguan,
Guangdong Province,
China
|
13,532,000
|
65.69%
|
||||||
|
Smart
Approach Investments, Ltd.
No.
6 Economic Zone,
Wushaliwu,
Chang’an Town
Dongguan,
Guangdong Province,
China
|
1,700,000
|
8.25%
|
||||||
|
All
officers and directors as a group (0 persons)
|
0
|
0%
|
[1] Based
on 20,598,304 issued and outstanding shares of common stock
Beneficial Owners after the
Shares for the Debt (1) and Warrants are Issued
|
|
|
Name of Beneficial
Owner
Number of Sharesof Common Stock(1)
Percent of Class
|
|
Man
Kwai Ming
No.
6 Economic Zone,
Wushaliwu,
Chang’an Town
Dongguan,
Guangdong Province,
China 13,532,000
52.68%
|
|
Smart
Approach Investments, Ltd.
No.
6 Economic Zone,
Wushaliwu,
Chang’an Town
Dongguan,
Guangdong Province,
China
1,700,000 6.62%
|
|
Shi,
Quan Ling
Suite
2401, 24th floor,
China
Insurance Group Building,
141
Des Voeux Road, Central, Hong
Kong 4,000,000 15.58%
|
All
officers and directors as a group (0
persons)
0 0%
|
[1]
|
Applicable
percentage of ownership is based on 25,683,304 shares outstanding once the
underlying debt and warrants owed to Zhuang, Jinghua and Shi, Quanling
have been issued (20,598,304 as of April 14, 2010 plus 5,085,000 of the
amount of shares to be registered that have not been issued yet)..
Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect
to securities. Note that affiliates are subject to Rule 144 and
Insider trading regulations – percentage computation is for form purposes
only.
|
38
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PLAN OF EXCHANGE
FINANCING
As
of July 17, 2009, the Company entered into a Plan of Exchange.
In
connection with the POE and in preparation for this “going public” transaction,
the Registrant and CHDITN have engaged in certain financing activities that have
resulted in the creation of a direct financial obligation of the Registrant
and/or an obligation of the Company under an off-balance sheet arrangement.
These transactions were entered into because CHDITN lacked adequate capital
resources to pay for certain transaction fees and professional fees associated
with becoming a “public company” in the United states. The direct financial
obligations and/or off-balance sheet arrangements are as follows:
On June
1, 2009, CHDITN signed a Promissory Note with Precursor Management, Inc.
(“Precursor”), stating that CHDITN promises to pay to the order of Precursor the
sum of Forty Thousand Six Hundred Fifty Dollars ($40,650), representing a
principal amount of $40,000 plus interest of $650, or approximately 6.5%
interest per annum, payable on September 30, 2009. On July 23, 2009, DCRD signed
a written Guaranty, guaranteeing the payment of the $40,650 Promissory Note
dated June 1, 2009 within 365 days. This debt has subsequently been
restructured pursuant to the new financing agreements.
On June
1, 2009, CHDITN signed a second Promissory Note with Precursor stating that
CHDITN promises to pay to the order of Precursor the sum of Forty Thousand Six
Hundred Fifty Dollars ($40,650), representing a principal amount of $40,000 plus
interest of $650, or approximately 6.5% interest per annum, payable on September
30, 2009. On July 23, 2009, DCRD signed a written Guaranty, guaranteeing the
payment of the $40,650 Promissory Note dated June 1, 2009 within 365
days. This debt has subsequently been restructured pursuant to the
new financing agreements.
On June
1, 2009, CHDITN signed a third Promissory Note with Precursor stating that
CHDITN promises to pay to the order of Precursor the sum of Sixty Thousand Nine
Hundred and Seventy Five Dollars ($60,975), representing a principal amount of
$60,000 plus interest of $975, or approximately 6.5% interest per annum, payable
on September 30, 2009. On July 23, 2009, DCRD signed a written Guaranty,
guaranteeing the payment of the $40,650 Promissory Note dated June 1, 2009
within 365 days. This debt has subsequently been restructured
pursuant to the new financing agreements.
On June
1, 2009, CHDITN signed a forth Promissory Note with Precursor stating that
CHDITN promises to pay to the order of Precursor the sum of Five Hundred and
Seventy Four Thousand, One Hundred and Eighty One Dollars ($574,181),
representing a principal amount of $565,000 plus interest of $9,181, or
approximately 6.5% interest per annum, payable on September 30, 2009. In the
event of default, the sum of $574,181 shall be immediately due to Precursor
along with a default penalty in the amount of $35,000. On July 23, 2009, DCRD
signed a written Guaranty, guaranteeing the payment of the $565,000 Promissory
Note dated June 1, 2009 within 265 days. Décor Products International, Inc. also
entered into a Stock Pledge Agreement stating that 3,000,000 shares of DCRD
common stock (beneficially owned by Man Kwai Ming) shall be pledged as
collateral for the $574,181 Promissory Note with Precursor. This debt
has subsequently been restructured pursuant to the new financing
agreements.
BRIDGE CAPITAL LOAN IN
CHINA
On
November 10, 2009, CHDITN and Zhuang, Jinghua entered into a Subsidiary Loan
Agreement. Pursuant to the terms of this agreement, Zhuang, Jinghua will loan
two million three hundred twenty one thousand three hundred fifty China Yuen
(2,321,350), equivalent to $340,000 USD based on a current exchange rate of $1 =
RMB6.8275, to CHDITN to be used to set up new printing production lines.
Pursuant to the Subsidiary Loan Agreement with Zhuang, Jinghua, the interest
rate on the loan will be 8% per annum, paid quarterly, with a maturity date of
November 10, 2010.
On
November 10, 2009, CHDITN and Shi Quan Ling entered into a Subsidiary Loan
Agreement. Pursuant to the terms of this agreement, Shi Quan Ling will loan a
total of two million dollars ($2,000,000) to CHDITN. One million dollars of the
total loan amount will be six million eight hundred and twenty seven thousand
five hundred China Yuen (6,827,500), equivalent to $1,000,000 USD based on a
current exchange rate of $1 = RMB6.8275, to CHDITN to be used to set up new
printing production lines. Pursuant to the Subsidiary Loan Agreement with Shi
Quan Ling, the interest rate on the loan will be 8% per annum, paid quarterly,
with a maturity date of November 10, 2010.
On
November 10, 2009, the Company issued Warrants to Zhuang, Jinghua, for
consideration in the amount of Ten United States Dollars ($10.00) and as
incentive for Mr. Zhuang to lend money to CHDITN Printing Co. Ltd., the
Registrants wholly owned subsidiary in China. The Warrants entitle Zhuang,
Jinghua to purchase from the Company at any time or times on or after November
10, 2009, but not after 11:59 P.M. Eastern Time on the Expiration Date of
November 10, 2014, Three Hundred and Forty Thousand (340,000) fully paid and
nonassessable shares of Common Stock of the Company at the exercise price per
share of One dollar ($1.00) or as subsequently adjusted as provided in the
Warrant issued to Zhuang, Jinghua.
On
November 10, 2009, the Company issued Warrants to Shi Quan Ling, for
consideration in the amount of Ten United States Dollars ($10.00), as incentive
for Mr. Shi to lend money to CHDITN Printing Co. Ltd., the Registrants wholly
owned subsidiary in China. The Warrants entitle Shi Quan Ling to
purchase from the Company at any time or times on or after November 10, 2009,
but not after 11:59 P.M. Eastern Time on the Expiration Date of November
10, 2014, Two Million (2,000,000) fully paid and nonassessable shares of Common
Stock of the Company at the exercise price per share of One dollar ($1.00) or as
subsequently adjusted as provided in the Warrant issued to Shi Quan
Ling.
On
November 10, 2009, the President of the Company, Mr. Liu Rui Sheng, entered into
a Pledge Agreement with Zhuang, Jinghua, Shi Quan Ling, and Greentree Financial
Group, Inc. as Escrow Agent. Pursuant to the Pledge Agreement, Mr. Liu Rui Sheng
has agreed to irrevocably pledge to the Zhuang, Jinghua and Shi Quan Ling,
Thirteen Million Five Hundred Thirty Two Thousand (13,532,000) shares of his own
common stock as collateral for the Subsidiary Loan Agreements between CHDITN and
Zhuang, Jinghua, and CHDITN and Shi Quan Ling.
On
November 10, 2009, the Company entered into a Guaranty, in favor of Zhuang,
Jinghua and Shi Quan Ling for the Subsidiary Loan Agreements entered into with
CHDITN for the total amount of Two Million Thirty Four Thousand Dollars. The
Company is guaranteeing the Subsidiary Loan Agreements and all other obligations
under the Subsidiary Loan Agreements.
On
November 10, 2009, the Company signed a Promissory Note with CHDITN, stating
that the Company promised to pay to the order of CHDITN the sum of Nine Hundred
Ninety Thousand Dollars ($990,000), with an interest rate of 4%, payable on
November 10, 2010.
On
November 10, 2009, the Company, Zhuang, Jinghua, Shi Quan Ling, and Greentree
Financial Group, Inc. entered into as Escrow Agreement. Pursuant to the Escrow
Agreement, Greentree Financial Group, Inc. (“Escrow Agent”) will act as escrow
agent and Zhuang, Jinghua and Shi Quan Ling shall deposit the purchase amount of
$2,340,000 in segregated escrow account(s) to be held by the Escrow Agent in
order to effectuate a disbursement to the Company at closings to be held as set
forth in the Subsidiary Loan Agreements. Additionally, the Company and CHDITN
have executed a Promissory Note, stating that the Company has borrowed the sum
of $990,000 from CHDITN to be used to pay off existing debts. The Escrow Agent
has agreed to accept, hold, and disburse the funds deposited with it in
accordance with the terms of the Escrow Agreement.
On
November 10, 2009, CHDITN and Shi Quan Ling entered into a Security Agreement
stating that in accordance with the Subsidiary Loan Agreement, Shi Quan Ling
will provide CHDITN a loan of two million dollars and CHDITN grants Shi Quan
Ling first priority security interest in and to the pledge property until the
satisfaction of the Obligations under the Subsidiary Loan
Agreement.
On
November 10, 2009, CHDITN and Zhuang, Jinghua entered into a Security Agreement
stating that in accordance to the Subsidiary Loan Agreement, Zhuang, Jinghua
will provide CHDITN a loan of two million three hundred twenty one thousand
three hundred fifty Chinaese Yuen, equivalent to $340,000 USD, and that CHDITN
grants Zhuang, Jinghua first priority security interest in and to the pledge
property until the satisfaction of the Obligations under the Subsidiary Loan
Agreement.
39
DECEMBER 4, 2009 DEBT
RESTRUCTURING
On
December 4, 2009 the Issuer restructured all of the June 1, 2009 promissory
notes that were held by Precursor (disclosed immediately above). All
of the June 1, 2009 promissory notes held by Precursor were executed to cover
professional service fees and costs associated with acquiring a majority stock
position in the Issuer. As of June 1, 2009, Precursor held a
promissory note which covered their services and also the professional services
of Greentree, Linear and Mr. Katz. On December 4, 2009 that June 1,
2009 promissory note held by Precursor was exchanged for new notes and warrants
issued to the individual service provider that Precursor had engaged for
professional services associated with the exchange transaction between Wide
Broad and the Issuer and to Mr. Katz who previously owned a majority position in
the Issuer. The new December 4, 2009 promissory notes and warrants
were issued as follows:
On
December 4, 2009, CHDITN signed a Promissory Note with Greentree Financial Group
Inc. (“Greentree”), stating that CHDITN promised to pay to the order of
Greentree the sum of One Hundred Forty Thousand Dollars ($140,000), plus
interest of $11,200 or approximately 8% interest per annum, paid quarterly, with
a maturity date of December 4, 2010. In addition, Greentree shall have a right
to convert the principal amount, partially or in full, into number of shares of
Common Sock of the Registrant at a price per share of One dollar
($1.00). On December 4, 2009, the Registrant issued Warrants to
Greentree for consideration in the amount of Ten United States Dollars ($10.00)
and as incentive for Greentree. The Warrants entitle Greentree to purchase from
the Company at any time or times on or after December 4, 2009, but not after
11:59 P.M. Eastern Time on the Expiration Date of December 4, 2014, One
Hundred and Forty Thousand (140,000) fully paid and nonassessable shares of
Common Stock of the Registrant at the exercise price per share of One dollar
($1.00) or as subsequently adjusted as provided in the Warrant issued to
Greentree.
On
December 4, 2009, CHDITN signed a Promissory Note with Precursor Management
Inc.(“PMI”), stating that CHDITN promised to pay to the order of PMI the sum of
One Hundred Forty Thousand Dollars ($140,000), plus interest of $11,200 or
approximately 8% interest per annum, paid quarterly, with a maturity date of
December 4, 2010. In addition, PMI shall have a right to convert the principal
amount, partially or in full, into number of shares of Common Sock of the
Registrant at a price per share of One dollar ($1.00). On December 4,
2009, the Registrant issued Warrants to PMI for consideration in the amount of
Ten United States Dollars ($10.00). The Warrants entitle PMI to purchase from
the Company at any time or times on or after December 4, 2009, but not after
11:59 P.M. Eastern Time on the Expiration Date of December 4, 2014, One
Hundred and Forty Thousand (140,000) fully paid and nonassessable shares of
Common Stock of the Registrant at the exercise price per share of One dollar
($1.00) or as subsequently adjusted as provided in the Warrant issued to
PMI.
On
December 4, 2009, CHDITN signed a Promissory Note with Linear Capital Partners
LLC (“Linear”), stating that CHDITN promised to pay to the order of Linear the
sum of Forty Thousand Dollars ($40,000), plus interest of $3,200 or
approximately 8% interest per annum, paid quarterly, with a maturity date of
December 4, 2010. In addition, Linear shall have a right to convert the
principal amount, partially or in full, into number of shares of Common Sock of
the Registrant at a price per share of One dollar ($1.00). On
December 4, 2009, the Registrant issued Warrants to Linear for consideration in
the amount of Ten United States Dollars ($10.00). The Warrants entitle Linear to
purchase from the Company at any time or times on or after December 4, 2009, but
not after 11:59 P.M. Eastern Time on the Expiration Date of December 4,
2014, Forty Thousand (40,000) fully paid and nonassessable shares of Common
Stock of the Registrant at the exercise price per share of One dollar ($1.00) or
as subsequently adjusted as provided in the Warrant issued to
Linear.
On
December 4, 2009, CHDITN signed a Promissory Note with Maurice Katz (“Mr.
Katz”), stating that CHDITN promised to pay to the order of Mr. Katz the sum of
Eighty Five Thousand Dollars ($85,000), plus interest of $6,800 or approximately
8% interest per annum, paid quarterly, with a maturity date of December 4, 2010.
In addition, Mr. Katz shall have a right to convert the principal amount,
partially or in full, into number of shares of Common Sock of the Registrant at
a price per share of One dollar ($1.00). On December 4, 2009, the
Registrant issued Warrants to Mr. Katz, for consideration in the amount of Ten
United States Dollars ($10.00). The Warrants entitle Maurice Katz to purchase
from the Company at any time or times on or after December 4, 2009, but not
after 11:59 P.M. Eastern Time on the Expiration Date of December 4, 2014,
Eighty Five Thousand (85,000) fully paid and nonassessable shares of Common
Stock of the Registrant at the exercise price per share of One dollar ($1.00) or
as subsequently adjusted as provided in the Warrant issued to Mr.
Katz.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
No
pending material litigation or proceeding involving our directors, executive
officers, employees or other agents as to which indemnification is being sought
exists, and we are not aware of any pending or threatened material litigation
that may result in claims for indemnification by any of our directors or
executive officers.
Pursuant
to Section 607.0850 of the General Corporation Law of the State of Florida, the
Company will indemnify to the fullest extent permitted by, and in the manner
permissible under law, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was director, officer, employee or agent of the corporation, or is
or was serving at our request as a director, partner, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise.
The indemnification covers expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement. It also covers costs. The Company may pay
advancements towards these expenses. The power to indemnify applies only if such
person acted in good faith and in a manner such person reasonably believed to be
in the best interests, or not opposed to the best interests, of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful.
The
Company does not specifically provide indemnification of its officers,
directors, employees and other agents within the By Laws and Articles of
Incorporation.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed hereby in the
Securities Act and we will be governed by the final adjudication of such
issue.
40
ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES
Fees
Billed For Audit and Non-Audit Services
The
following table represents the aggregate fees billed for professional audit
services rendered to the independent auditor, Traci J. Anderson, CPA
("Anderson") and ZYCPA Company Limited (“ZYCPA”) for our audit of the annual
financial statements for the years ended December 31, 2009 and 2008. Audit fees
and other fees of auditors are listed as follows:
|
Year Ended December 31
|
2009
|
2008
|
||||||
|
ZYCPA
|
Anderson
|
|||||||
|
Audit
Fees (1)
|
$
80,000
|
(2)
|
$
|
2,500
|
(3) |
|
||
|
Audit-Related
Fees (4)
|
--
|
|||||||
|
Tax
Fees (5)
|
--
|
|||||||
|
All
Other Fees (6)
|
--
|
|||||||
|
Total
Accounting Fees and Services
|
$
80,000
|
$
|
2,500
|
|||||
|
(1)
|
Audit Fees. These are
fees for professional services for the audit of our annual financial
statements, and for the review of the financial statements included in our
filings on Forms 10-Q and 10-K, and for services that are normally
provided in connection with statutory and regulatory filings or
engagements.
|
|
|
(2)
|
The amounts shown for
ZYCPA in 2009 relate
to (i) the audit of our annual financial statements for the fiscal year
ended December 31, 2009, and (ii) the review of the financial statements
included in our filings on Form 10-Q for the second and third quarters of
2009.
|
|
(3)
|
The
amounts shown for Anderson in 2008 relate to (i) the audit of our annual
financial statements for the fiscal year ended December 31, 2008, and (ii)
the review of the financial statements included in our filings on Form
10-Q for the first, second and third quarters of 2008.
|
|
|
(4)
|
Audit-Related Fees.
These are fees for the assurance and related services reasonably related
to the performance of the audit or the review of our financial
statements.
|
|
|
(5)
|
Tax Fees. These are
fees for professional services with respect to tax compliance, tax advice,
and tax planning.
|
|
(6)
|
All Other Fees. These
are fees for permissible work that does not fall within any of the other
fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
Fees.
|
Pre-Approval
Policy for Audit and Non-Audit Services
We do not
have a standing audit committee, and the full Board performs all functions of an
audit committee, including the pre-approval of all audit and non-audit services
before we engage an accountant. All of the services rendered to us by Traci J.
Anderson CPA and ZYCPA were pre-approved by our Board of Directors.
We are
presently working with its legal counsel to establish formal pre-approval
policies and procedures for future engagements of our accountants. The new
policies and procedures will be detailed as to the particular service, will
require that the Board or an audit committee thereof be informed of each
service, and will prohibit the delegation of pre-approval responsibilities to
management. It is currently anticipated that our new policy will provide (i) for
an annual pre-approval, by the Board or audit committee, of all audit,
audit-related and non-audit services proposed to be rendered by the independent
auditor for the fiscal year, as specifically described in the auditor's
engagement letter, and (ii) that additional engagements of the auditor, which
were not approved in the annual pre-approval process, and engagements that are
anticipated to exceed previously approved thresholds, will be presented on a
case-by-case basis, by the President or Controller, for pre-approval by the
Board or audit committee, before management engages the auditors for any such
purposes. The new policy and procedures may authorize the Board or audit
committee to delegate, to one or more of its members, the authority to
pre-approve certain permitted services, provided that the estimated
fee for any such service does not exceed a specified dollar amount (to be
determined). All pre-approvals shall be contingent on a finding, by the Board,
audit committee, or delegate, as the case may be, that the provision of the
proposed services is compatible with the maintenance of the auditor's
independence in the conduct of its auditing functions. In no event shall any
non-audit related service be approved that would result in the independent
auditor no longer being considered independent under the applicable rules and
regulations of the Securities and Exchange Commission.
(a)
On December 31, 2009, our Chief Executive Officer and Chief Financial Officer
made an evaluation of our disclosure controls and procedures. In our opinion,
the disclosure controls and procedures are adequate because the systems of
controls and procedures are designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows for the respective periods being presented. Moreover,
the evaluation did not reveal any significant deficiencies or material
weaknesses in our disclosure controls and procedures.
(b)
There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls since the last
evaluation.
41
PART
IV
|
(a)
|
Financial
Statements
|
1. The
following financial statements of Decor Products International, Inc. are
included in Part II, Item 8:
Report of
Independent Registered Public Accounting Firm Balance Sheet at December 31,
2009
Statements
of Operations - for the years ended December 31, 2009 and
2008
Statements
of Cash Flows - for the years ended December 31, 2009 and 2008
Statements of Stockholders’ Equity -
for the years ended December 31, 2009 and
2008
Notes to Financial
Statements
2.
Exhibits
14.1 Code
of Ethics *
* Filed
previously.
|
(b)
|
Reports
on Form 8-K
|
Reports on Form 8-K filed in
the 2009
|
(1)
|
On
July 24, 2009, we filed a current report in Form 8-K to announce a Plan of
Exchange entered between and among us, Wide Broad Group Ltd., a company
organized and existing under the laws of the British Virgin Islands (“Wide
Broad”), Man Kwai Ming, an individual and Smart Approach Investments
Limited, a British Virgin Islands corporation, each a “Wide Broad
Shareholder”, Dongguan CHDITN Printing Co., Ltd., a company organized and
existing under the laws of the People’s Republic of China (“CHDITN”), the
shareholders of CHDITN and our Majority
Shareholder.
|
|
(2)
|
On
August 6, 2009, we filed a current report in Form 8-K to announce a press
release discussing a proposed private placement by the
Company.
|
|
(3)
|
On
August 31, 2009, we filed an amendment to current report in Form 8-K/A to
amend the current report in Form 8-K filed on July 24, 2009.
|
|
(4)
|
On
November 5, 2009, we filed a current report in Form 8-K to announce a
change in our certifying
accountant.
|
|
(5)
(6)
|
On
November 6, 2009, we filed a current report in Form 8-K to announce a
change in our Chief Financial Officer.
On
November 17, 2009, we filed an amendment to the current report in Form
8-K/A to amend the current report in Form 8-K filed on November 5,
2009.
|
|
(7)
(8)
|
On
December 3, 2009, we filed a current report in Form 8-K to announce the
creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant and the Issuance of
Unregistered Securities.
On
December 16, 2009, we filed a current report in Form 8-K to announce the
creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant and the Issuance of
Unregistered Securities.
|
42
SIGNATURES
Pursuant
to the requirement of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Decor
Products International, Inc.
Date:
April 15,
2010 By: /s/ Liu Rui
Sheng
Liu Rui
Sheng
Chief
Executive Officer, President, Chairman