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EX-32.1 - FRANKLIN TOWERS ENTERPRISES INC | v181149_ex32-1.htm |
EX-31.1 - FRANKLIN TOWERS ENTERPRISES INC | v181149_ex31-1.htm |
U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the fiscal year ended December 31, 2009
Commission
file number: 0—52150
FRANKLIN TOWERS ENTERPRISES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
20-4069588
|
|
(State
of incorporation)
|
(I.R.S.
Employer Identification No.)
|
88 Julong
Road
Lidu Economic Development
Zone
Fulin, Chongqing,
China
(Address
of principal executive offices)
011-86-23-72183336
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
None
Securities
registered pursuant to Section 12(g) of the Exchange Act:
Common
Stock, $0.0001 par value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o 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 o No x
Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
(Do
not check if a smaller reporting
company)
|
Smaller
Reporting Company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
The
issuer’s revenues for its most recent fiscal year were $5,574,996
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, based on the last sales price quoted on NASDAQ
Over-the-Counter Bulletin Board on June 30, 2009, the last business day of
the registrant’s most recently completed second fiscal quarter, was
approximately$203,231.
The
number of shares of the issuer’s common stock issued and outstanding as of April
12, 2010 was 123,484,045 shares.
Documents
Incorporated By Reference: None
TABLE
OF CONTENTS
PART I
|
3 | |||
Item
1. Business.
|
3 | |||
Item
2. Properties
|
9 | |||
Item 3. Legal
Proceedings
|
9 | |||
Item 4. (Removed and
Reserved.)
|
9 | |||
PART II
|
10 | |||
Item 5. Market For Common Equity and
Related Stockholder Matters
|
10 | |||
Item 6. Selected Consolidated Financial
Data
|
11 | |||
Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of
Operation
|
11 | |||
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk
|
23 | |||
Item 8. Consolidated Financial
Statements and Supplementary Data
|
24 | |||
Item 9A. Controls and
Procedures
|
25 | |||
Item 9B. Other Information
|
26 | |||
PART III
|
26 | |||
Item 10. Directors, Executive Officers
and Corporate Governance
|
26 | |||
Item 11. Executive
Compensation
|
27 | |||
Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters
|
29 | |||
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
|
30 | |||
Item 14. Principal Accountant Fees and
Services
|
32 | |||
Item 15. Exhibits, Financial Statement
Schedules
|
33 |
2
PART
I
Item
1. Business.
As used
in this Annual Report on Form 10-K (this “Report”), references to the “Company,”
the “Registrant,” “we,” “our”, “us” or “Franklin” refer to Franklin Towers
Enterprises, Inc., unless the context otherwise indicates.
Forward-Looking
Statements
This
Report contains forward-looking statements. For this purpose, any statements
contained in this Report that are not statements of historical fact may be
deemed to be forward-looking statements. Forward-looking information includes
statements relating to future actions, prospective products, future performance
or results of current or anticipated products, sales and marketing efforts,
costs and expenses, interest rates, outcome of contingencies, financial
condition, results of operations, liquidity, business strategies, cost savings,
objectives of management, and other matters. You can identify forward-looking
statements by those that are not historical in nature, particularly those that
use terminology such as “may,” “will,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “continue” or the negative of these similar terms. The Private
Securities Litigation Reform Act of 1995 provides a “safe harbor” for
forward-looking information to encourage companies to provide prospective
information about themselves without fear of litigation so long as that
information is identified as forward-looking and is accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those projected in the
information.
These
forward-looking statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that we cannot predict. In evaluating these
forward-looking statements, you should consider various factors, including the
following: (a) those risks and uncertainties related to general economic
conditions, (b) whether we are able to manage our planned growth efficiently and
operate profitable operations, (c) whether we are able to generate sufficient
revenues or obtain financing to sustain and grow our operations, (d) whether we
are able to successfully fulfill our primary requirements for cash, which are
explained below under “Liquidity and Capital Resources”. We assume no obligation
to update forward-looking statements, except as otherwise required under the
applicable federal securities laws.
Our
History
Franklin
was incorporated on March 23, 2006 in the State of Nevada. Prior to our
acquisition of Chongqing Qiluo Textile Co., Ltd., (renamed to “Chongqing Fuling
Qiluo Cocoon Silk Company., Ltd.” on November 4, 2009 ), a limited liability
company organized under the laws of the People’s Republic of China (“Qiluo”), as
disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June
20, 2007, Franklin intended to engage in the manufacturing, processing, and
distribution of frozen Pan Asian foods.
Franklin
has not generated any revenue to date from the frozen Pan Asian Food business
model and its operations have been limited to organizational, start-up, and fund
raising activities. We shifted our business focus in June 2007, as a result of
our acquisition of Qiluo. Through Qiluo, we are currently engaged in the
production and sale of raw silk. The Company started test production at the end
of June 2007 and commenced operations during the quarter ended September 30,
2007.
3
On July
20, 2006, the Securities and Exchange Commission declared effective Franklin’s
Registration Statement on Form SB-2 (Commission File No. 333-135199) relating to
the primary offering by Franklin of up to 4,000,000 shares of our common stock
at a purchase price equal to $0.025 per share. Such offering commenced on July
1, 2006 and was terminated and concluded on September 25, 2006. Franklin sold
all 4,000,000 shares of common stock offered in such offering and raised gross
proceeds of $100,000. Franklin incurred offering costs of $16,000, and net
proceeds amounted to $84,000. $70,000 of the net proceeds have been utilized to
engage consultants in areas including culinary cuisine, research and equipment,
development of a marketing plan, food samples and web site
development.
On April
23, 2007, Franklin amended its Articles of Incorporation for the purposes of
implementing two and a half for one (2.5:1) forward stock split and increasing
its authorized shares of common stock on a corresponding basis. As a result of
such forward stock split, shares of common stock held by each holder of record
on April 23, 2007 were automatically split at the rate of two and a half for one
(2.5:1), so that each pre-split share was equal to two and a half post-split
shares. The number of shares of common stock issued and outstanding prior to the
forward stock split was 12,100,000 shares. After the forward stock split, the
number of shares of common stock issued and outstanding was 30,250,000 shares.
In addition, the authorized shares of common stock of the Company were increased
from 500,000,000 shares, par value $0.001, to 1,250,000,000 shares, par value
$.0001 per share.
On June
18, 2007, Franklin authorized and created a series of preferred stock,
designated as the “Series A Convertible Preferred Stock” (the “Series A
Preferred Stock”), consisting of 5,000,000 shares. Each share of Series A
Preferred Stock was convertible, at the option of the holder thereof, into
10.576 shares of Franklin's common stock.
On June
19, 2007, Franklin entered into a Share Purchase Agreement with the shareholders
of Qiluo, whereby Franklin agreed to acquire 100% of the issued and outstanding
registered capital of Qiluo for consideration of 5,000,000 shares of Franklin’s
Series A Convertible Preferred Stock (convertible into 52,880,000 shares of
common stock. Upon consummation of such purchase, Qiluo became a wholly-owned
subsidiary of Franklin.
Since its
acquisition of Qiluo, Franklin is no longer engaged in the manufacturing,
processing, and distribution of frozen Pan Asian foods. Instead, it is now
engaged in the production and sale of raw silk.
Our
Business
Through
our subsidiary, Qiluo, we are engaged in the manufacture and sale of raw silk in
the Fuling District of Chongqing Municipality, China. Qiluo was incorporated on
December 15, 2006, under the name “Chongqing Qiluo Textile Co. Ltd.” under the
laws of the People’s Republic of China. Qiluo commenced its operations in August
2007. Qiluo’s executive offices and principal place of business is located in
the Fuling District of Chongqing Municipality, China. The primary goal of Qiluo
is to be the leader in silk manufacturing in the local area of Fuling,
Chongqing, China.
4
Prior to
the acquisition of Qiluo by Franklin, Qiluo had been owned by three
shareholders: Xinshengxiang Industrial Development Co., Ltd., who owned 95% of
the shares of Qiluo’s registered capital; Dingliang Kuang, who owned 2.5% of the
shares of Qiluo’s registered capital; and Yue Kuang, who owned 2.5% of the
shares of Qiluo’s registered capital. Xinshengxiang Industrial Development Co.,
Ltd. contributed $363,944, Dingliang Kuang contributed $9,578, and Yue Kuang
contributed $9,578 to Qiluo’s registered capital. In addition to the registered
capital, the three shareholders made additional capital contributions to Qiluo
in the amount of $768,600, as follows: Xinshengxiang Industrial Development Co.,
Ltd. contributed $730,170; Dingliang Kuang contributed $19,215; and Yue
contributed $19,215.
In order
to gain a competitive edge in the centralization of the silk industry in
Chongqing, Qiluo had to seek out methods to bring together what had typically
been a very fragmented industry and co-ordinate the entire silk manufacturing
process. This process includes everything from sericulture, to harvesting and
processing the cocoons, through to the manufacturing and exportation of either
finished or raw silk products. On January 28, 2007, the Company signed a twenty
(20) year lease effective as of March 1, 2007 with Xinshengxiang, the holder of
approximately 13.85% of our common stock, for the use of a factory building
located in Fulin, Chongqing. The lease commenced on March 1, 2007 and calls for
annual base rent of RMB 200,000 (29,300) plus other occupancy costs. The leased
factory building is equipped with manufacturing machinery and housing
facilities. We believe that the investment in the newest high-end silk
manufacturing machinery will elevate both the quality and the quantity of the
silk produced.
Manufacturing
equipment and facilities include:
|
·
|
Administrative
building
|
|
·
|
Secondary
process centre
|
|
·
|
12
electric automatic reeling machines
|
|
·
|
Vacuum
infiltration equipment
|
|
·
|
Water
infiltration equipment
|
|
·
|
Ventilation
& air condition
|
|
·
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Hydration
distribution facility
|
Qiluo’s
manufacturing facilites are capable of producing approximately 350 tons of raw
silk per year. Qiluo also intends to further expand its production ability by
acquiring silkworm production bases and silk textile production capacity in the
local area. On November 26, 2007, we entered into a binding letter of intent
with Zhengzhong Silkworm Industrial Development Co., a limited liability company
organized under the laws of the People’s Republic of China (“Zhengzhong”),
pursuant to which we intend to acquire cocoon purchase stations, warehouses and
certain other assets from Zhengzhong.
The
Letter Agreement dated November 26, 2007 and subsequent amendments provided that
the total purchase price of the Zhengzhong assets was 10,374,800 RMB
($1,519,908). If the Company is unable to pay the remaining 3,574,800 RMB
($523,708) due, the Company’s total payments of 6,800,000 RMB ($996,200) may be
forfeited and not recovered (partially or in full). In February 2009, the due
date of the remaining 3,574,800 RMB ($523,708) due was extended to September
2009. As of the date of this Form-10K filing, the Company is still in
negotiation with the local government to extend the due date of the
payment.
5
On
November 28, 2007, we entered into a binding letter agreement with Chongqing
Wintus New Star Enterprises Group, Ltd., a limited liability company organized
under the laws of the People’s Republic of China (“Wintus”), pursuant to which
we intend to acquire certain assets of Wintus, including the stock of their
seven wholly owned Chinese subsidiaries. The business of Wintus is focused on
the production of raw silk and the subsequent processing and sales of various
silk products. As consideration for the assets, we agreed to pay a combination
of cash and stock, in amounts to be mutually agreed upon after we have completed
our due diligence investigation of Wintus’ and its assets. The Company did not
take further actions regarding this acquisition.
The
creation of Qiluo’s facility with modern processing equipment, together with our
intended acquisitions of Zhengzhong and Wintus, will allow Qiluo to maximize
both output and quality of silk production. Qiluo is aligned with the
governments’ vision for the future economic development of the Chinese textile
industry. The carefully mapped out plan pushes forward scientific and
technological progress, focusing on indigenous innovation for a shift to a new
growth model, upgrading and optimizing industrial structure and striving for a
complete, coordinated and sustainable development for the Chinese textile
industry.
Markets
Qiluo
intends to sell its products to the following markets: silk brokers, textile
manufacturing, computer technology companies (used in plastics and materials)
and the auto industry in China. The company expects to have a broad customer
base.
Distribution
Qiluo
intends to employ an in house sales and distribution team. This division of
Qiluo will be in charge of national and international sales as well as providing
for all logistical needs including transporting of product by the various
shipping needs by land, rail, and sea.
Competition
We
compete in a highly competitive industry. Many competitors have financial and
other resources substantially greater than ours. Our principal competitor is
located in the local area, Fuling, Chongqing. Our other competitors are those
same sized silk manufactures located throughout China. :
Governmental
Regulation
At
present, Qiluo’s operation is subject to minimum government regulations. As a
silk manufacturing facility, Qiluo is reguired to have a minimum of 2,400 thread
reelings and raw silk quality of not less than 2A50 grading. Qiluo has obtained
all governmental approvals required to operate a silk manufacturing company in
Chongqing, China, Qiluo has obtained all the must also meet basic factory and
labor standards including obtaining all business permit and business license,
working hoursand minimum wages pay. Qiluo has met the government’s minimum
standards for operating a silk manufacturing company by obqualified for the
filature produce under state rules and regulations by equipping it facilities
with 4,030 thread reelings has meet these governmental regulation. Qiluo
currently has 4,030 thread reeling machines, of which 2,400 are automatic thread
reelings. We do not foresee any future regulations being imposed on Qiluo
business and /or the silk industry. If such regulations are imposed in the
future, it may have a substantial negative impact on the Company.
6
Employees
Qiluo
currently has 348 employees, all of whom are employed on a full time basis. Our
employees have no long term commitments to the Company. All employees are
employed pursuant to standard employment agreement, which sets forth the terms
of the employment, duties, compensation, and other such matters, In addition,
all of our employees are required to sign our standard confidentiality
agreement, pursuant to which they agree to maintain the confidentiality of all
proprietary information of our company. We do not believe that any of these are
material to our business operation.
Private
Placement
In 2007
we sold $3,300,000 of secured convertible promissory notes bear interest at the
rate of 10% per annum, payable in either cash up to 115% of the portion of
monthly amount together with all others, or absent any event of default, in
shares of our common stock. Payments of the interest and principal commence on
March 12, 2008 and all accrued but unpaid interest and any other amounts due
thereon is due and payable on September 12, 2009 (or earlier upon acceleration
following an event of default).
All
principal and accrued interest on the secured convertible promissory notes is
convertible into shares of our common stock at the election of the investors at
any time at the conversion price of $0.25 per share, subject to adjustment for
certain issuances and transactions.
The
secured convertible promissory notes contain default events which, have been
triggered and were not timely cured, and thus resulted in a default interest
rate of 15% per annum. The secured convertible promissory notes also contain
full ratchet antidilution provisions with respect to certain securities
issuances, including the issuances of stock for less than $0.25 per
share.
We also
issued to the investors an aggregate of 13,200,000 Class A Common Stock Purchase
Warrants and 13,200,000 Class B common stock purchase warrants, which are
exercisable at any time at any time until the fifth anniversary from the date
the registration statement containing this prospectus is declared effective by
the Securities and Exchange Commission, at the exercise price of $0.50 and $1.00
per share, respectively. The warrants include a cashless exercise provision
which is triggered after March 12, 2008 as well as “full ratchet” antidilution
provisions with respect to certain securities issuances.
The
obligations under the secured convertible promissory notes are secured by our
assets, the assets of our wholly-owned subsidiary Qiluo, a Guaranty by Qiluo and
a pledge of 17,100,000 shares of our common stock held by Xinshengxiang
Industrial Development, Ltd, whose principal shareholder and general manager is
Dingliang Kuang, the majority.
We agreed
to register for resale all the common stock underlying the secured convertible
promissory notes and warrants and failed to do so. We also granted the investors
piggyback registration rights along with certain demand registration
rights.
7
As a
condition of the issuance of the secured convertible promissory notes, we have
entered into agreements with 4 minority shareholders, holding in the aggregate
of 8,000,000 shares of our common stock, pursuant to which each of them has
agreed not to sell any shares of our common stock prior to 365 calendar days
after the registration statement covering registering for resale all of the
securities has been declared effective, or until 25% of the principal amount of
the secured convertible promissory notes is outstanding.
The
Company commenced the repayment of the convertible notes and interest on March
12, 2008 and paid $26,375 in cash to three of the Purchasers, which represented
accrued interest of $12,500 and repayment of principal of $13,875 due on the
convertible promissory notes. Also, the Company issued a total of 32,354,043
shares to seven of the Purchasers during the nine months ended September 30,
2008, which represented accrued interest of $174,912 and repayment of principal
of $493,950. The Company did not make any repayments during the six months ended
December 31, 2008 due to its financing difficulties. The Company has been in
default to all eleven investors since then. Consequently, the Company wrote off
the remaining $56,797 unamortized deferred finance costs, $1,078,882 unamortized
debt discounts (warrants and beneficial conversion feature) and $1,335,144
unamortized deferred finance costs included in the equity section at December
31, 2008 and recognized additional interest expense of $2,470,823.
As of
June 12, 2008, the Company was in default to six (6) Purchasers on convertible
notes payments due June 12, 2008 and earlier. As of July 12, 2008, the Company
was in default to all eleven (11) Purchasers on convertible notes payments due
July 12, 2008. The Notes provide that, at the option of the holder, an event of
default shall make all sums of principal and interest then remaining unpaid and
all other amounts payable immediately due and payable upon demand. As of
December 31, 2009, the unpaid convertible notes payable balance is $2,792,175;
unpaid accrued interest is $484,350; and unpaid accrued liquidated damages
penalty and default penalty are $2,107,532. The Company is currently negotiating
with investors and seeking ways to resolve the default issue with all
investors.
Our
offices are located at 88 Julong Road, Chongqing, China. Our telephone number is
011-86-23-72183330. Our website can be found at
www.franklintowersenterprises.com. Information contained on our website, or
which can be accessed through the website, does not constitute a part of this
Annual Report.
Item
1A Risk Factors
Not
Applicable.
Item
1B. Unresolved Staff Comments
Not
applicable.
Notwithstanding,
the Company has not yet responded to the comment letter it received from the
Securities and Exchange Commission with respect to the Form SB-2 registration
statement (File No. 333-148341) which it filed with respect to the registration
of the shares underlying the Secured Convertible Promissory Notes described
above and an additional 3,887,000 shares of common stock.
Further,
the Company has not fully responded to various staff requests concerning issues
the staff raised in their review of the Company’s Form 10-K for the fiscal year
ended December 31, 2008.
8
Item
2. Properties
We
currently maintain offices and our principal place of business at a building
having an area equal to 122,700 square feet (ft2) and
located at 88 Julong Road, Lidu Economic Development Zone, Fulin, Chongqing.
Qiluo leases such building pursuant to a lease agreement, dated January 28,
2007, between Qiluo and Xinshengxiang Industrial Development Co., Ltd., which
owns 17,100,000 shares of Franklin’s common stock. The term of the lease is
twenty years and the annual rental payment is RMB 200,000 ($29,300). Franklin
intends to continue to operate from these premises until such time as management
determines that other space or additional employees are required.
Item
3. Legal Proceedings
There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company, and the Company's property is not the subject of any
pending legal proceedings, except as follows:
On July
28, 2008, Professional Offshore Opportunity Fund Ltd. (the “Plaintiff”) obtained
a default judgment against the Company. On April 21, 2008, the Plaintiff
initiated the action in the United States District Court Southern District of
New York, on a claim of breach of contract and non payment on a promissory note
dated September 12, 2007, made by the Company in favor of the Plaintiff, in the
principal amount of $500,000. The Plaintiff claimed approximately $671,000 in
total relief, which amount includes a 15% principal charge of $75,000, accrued
interest of $48,125, and liquidated damages of $37,000.
As of
June 12, 2008, the Company was in default to six (6) Purchasers on convertible
notes payments due June 12, 2008 and earlier. As of July 12, 2008, the Company
was in default to all eleven (11) Purchasers on convertible notes payments due
July 12, 2008. The Notes provide that, at the option of the holder, an event of
default shall make all sums of principal and interest then remaining unpaid and
all other amounts payable immediately due and payable upon demand. As of
December 31, 2009, the unpaid convertible notes payable balance is $2,792,175;
unpaid accrued interest is $484,350; and unpaid accrued liquidated damages
penalty and default penalty are $2,107,532. The Company is currently negotiating
with investors and seeking ways to resolve the default issue with all
investors.
Item
4. (Removed and Reserved.)
9
PART
II
Item
5. Market For Common Equity and Related Stockholder
Matters
Market
Information
The
Company's Common Stock is eligible for trading on the Over the Counter Bulletin
Board under the symbol FRTW.OB. The following table sets forth the range of
quarterly high and low closing bid information of the common stock as reported
on www.moneycentral.msn.com during the period from January 1, 2008 until
December 31, 2009:
Bid
Information*
|
||||||||
Financial
Quarter Ended
|
High
Bid
|
Low
Bid
|
||||||
December
31, 2009
|
$ | 0.030 | $ | 0.001 | ||||
September
30, 2009
|
$ | 0.002 | $ | 0.001 | ||||
June
30, 2009
|
$ | 0.002 | $ | 0.001 | ||||
March
31, 2009
|
$ | 0.002 | $ | 0.001 | ||||
December
31, 2008
|
$ | 0.002 | $ | 0.001 | ||||
September
30, 2008
|
$ | 0.002 | $ | 0.001 | ||||
June
30, 2008
|
$ | 0.002 | $ | 0.001 | ||||
March
31, 2008
|
$ | 0.002 | $ | 0.001 |
*
|
The
quotations do not reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual
transactions.
|
Holders
On April
8, 2010, there were approximately 365 holders of record of the Company's common
stock.
Dividends
We have
not declared or paid any cash dividends on our common stock nor do we anticipate
paying any in the foreseeable future. Furthermore, we expect to retain any
future earnings to finance its operations and expansion. The payment of cash
dividends in the future will be at the discretion of our Board of Directors and
will depend upon our earnings levels, capital requirements, any restrictive loan
covenants and other factors the Board considers relevant.
Securities
authorized for issuance under equity compensation plans
We do not
have any equity compensation plans.
Purchases
of equity securities by the issuer and affiliated purchasers
None.
Item
6. Selected Consolidated Financial Data
Not
required.
10
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operation
Forward-Looking
Statements
The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-K (the “Report”).
Although Qiluo is a subsidiary of Franklin, the acquisition of Qiluo by Franklin
that was consummated on June 19, 2007 has been treated as a reverse merger of
Qiluo. This means that Qiluo is the continuing entity for financial reporting
purposes.
We
and our representatives may, from time to time, make written or verbal
forward-looking statements, including statements contained in our filings with
the United States Securities and Exchange Commission and in our reports to
shareholders. Generally, the inclusion of the words “believe”, “expect”,
“intend”, “estimate”, “anticipate”, “will”, and similar expressions or the
converse thereof, identify statements that constitute “forward-looking
statements”.
These
forward-looking statements are subject to uncertainties and other factors that
could cause actual results to differ materially from such statements as a result
of a number of risks and uncertainties including: (a) those risks and
uncertainties related to general economic conditions, (b) whether we are able to
manage our planned growth efficiently and operate profitable operations, (c)
whether we are able to generate sufficient revenues or obtain financing to
sustain and grow our operations, and (d) whether we are able to successfully
fulfill our primary requirements for cash.
Plan
of Operation
In an
effort to obtain a stable raw material supply and to maximize both output and
quality of our silk production through Qiluo, we are contemplating the
acquisition of various other silk worm farms. On November 26, 2007, we entered
into a letter of intent with Chongqing Fulin Municipal Government to acquire
certain assets from Zhengzhong Silkworm Industrial Development Co., Ltd., a
state owned entity, pursuant to which we intend to acquire the assets of cocoon
purchase stations from Zhengzhong and exclusive right of those purchase stations
to purchase cocoons produced from approximately 15,000 acres of mulberry farms
in the local area.
The
Letter Agreement dated November 26, 2007 and subsequent amendments provided that
the total purchase price of the Zhengzhong assets was 10,374,800 RMB
($1,519,908). If the Company is unable to pay the remaining 3,574,800
RMB ($523,708 translated at the September 30, 2009 exchange rate) due, the
Company’s total payments of 6,800,000 RMB ($996,200) may be forfeited and not
recovered (partially or in full). In February 2009, the due date of the
remaining 3,574,800 RMB ($523,708) due was extended to September 2009. As of
April 15, 2010, the Company was unable to pay this balance due. The Company is
in negotiation with the local government to further extend the due
date.
The
acquisition of certain assets of Zhengzhong Silkworm Industrial Development Co.,
Ltd. from Fuling Municipal Government will not be consummated until the Company
has made the full payment. Nevertheless, the Company started to use those cocoon
stations and to purchase cocoon directly from local farmers commenced on the
second quarter of 2008. However, there is no assurance that the Company will
raise enough fund to complete this acquisition.
Furthermore,
in an effort to expand silk production and subsequent processing ability, on
November 28, 2007, we entered into a binding letter agreement with Chongqing
Wintus, pursuant to which we intend to acquire certain assets of Wintus,
including the stock of their seven wholly owned Chinese subsidiaries. The
business of Wintus is focused on the production of raw silk and the subsequent
processing and sales of various silk products. As consideration for the assets,
we agreed to pay a combination of cash and stock, in amounts to be mutually
agreed upon after we have completed our due diligence investigation of Wintus’
and its assets. As of the date of this filing, the Company has not
taken any further steps for this planned acquisition. We will not be able to
complete this acquisition until we secure additional funds.
11
Should
our initiatives to maximize both output and quality of silk production move
forward, additional funds may be required. However, there can be no assurance
that additional capital will be available to us. Although we may seek to raise
additional funds, we have no specific plans, understandings or agreements with
respect to such an offering, and we have given no contemplation with respect to
the securities to be offered or any other issue with respect to any offering. We
may have to issue debt or equity or enter into a strategic arrangement with a
third party.
Results
of Operations
Comparison of Sales for the
Years Ended December 31, 2009 and 2008
Sales
in US dollars
|
2009
|
2008
|
||||||
Silk
|
$ | 3,909,001 | $ | 2,576,009 | ||||
Cocoons
|
1,815,747 | 1,927,570 | ||||||
By
products and others
|
883,746 | 1,071,417 | ||||||
Total
sales
|
$ | 6,608,494 | $ | 5,574,996 |
Net
Sales
Our net
sales were $6,608,494 for the year ended December 31, 2009, an increase of
$1,033,498, or 19%, as compared to $5,574,996 for the year ended December 31,
2008.
The
Company sold 169.93 tons of silk during the year ended December 31, 2009, an
increase of 51.15 tons, or 43% as compared to 118.78 tons during the year ended
December 31, 2008. The revenue from sale of silk was $3,909,001 during the year
ended December 31, 2009, an increase of $1,332,992, or 52% as compared to
$2,576,009 for the year ended December 31, 2008.
The
cocoon is a raw material for production of silk. The sales of cocoon were 336.06
tons for the year ended December 31, 2009, decreased by 1.65 tons, as compared
to 337.71 tons sold in the year ended December 31, 2008. The revenue from sale
of cocoon was $1,815,747 for the year ended December 31, 2009, decreased by
$111,823, or 6%, as compared to $1,927,570 for the year ended December 31,
2008.
Gross
Profit
Comparison of Gross Profit
for the Year Ended December 31, 2009 and 2008
2009
|
2008
|
|||||||
Net
sales
|
$ | 6,608,494 | $ | 5,574,996 | ||||
Cost
of sales
|
(5,595,326 | ) | (5,286,061 | ) | ||||
Gross
profit
|
$ | 1,013,168 | $ | 288,935 | ||||
Gross
profit margin rate
|
15.33 | % | 5.18 | % |
12
Gross
profit for the year end December 31, 2009 and 2008 was $1,013,168 and $288,935,
respectively. The gross profit margin rate for the year ended December 31, 2009
was 15.33%, an increase of 10.15 percentage points, as compared to 5.18% in the
year ended December 31, 2008. This improvement reflects the improvement of silk
market condition and is also the result of our acquisition of Zhengzhong (see
Plan of Operation). The Company started to use its exclusive right through
acquired assets of Zhengzhong to purchase cocoons directly from local farmers
commencing in the spring cocoon season of 2008. As a result, the Company had
better quality and lower cost cocoons.
(Loss)
from Operations
Comparison of (Loss) from
Operations for the Years Ended December 31, 2009 and 2008
2009
|
2008
|
|||||||
Gross
profit
|
$ | 1,013,168 | $ | 288,935 | ||||
Professional
fees
|
113,384 | 271,448 | ||||||
Depreciation
and amortization
|
50,409 | 27,212 | ||||||
Selling
expenses
|
85,555 | 226,723 | ||||||
Cocoon
station costs
|
323,521 | 278,726 | ||||||
Other
general and administrative expenses
|
585,107 | 236,680 | ||||||
Total
operating expenses
|
1,157,976 | 1,040,789 | ||||||
(Loss)
from operations
|
$ | (144,808 | ) | $ | (751,854 | ) |
Loss from operations for the year ended December 31, 2009 were $144,808, an improvement of $607,046, as compared to loss from operations of $751,854 for the year ended December 31, 2008.
Total
operating expenses was $1,157,976, an increase of $117,187, or 11%, as compared
to $1,040,789 for the year ended December 31, 2008. The increase was primarily
due to the increase of other general and administrative expenses.
Other
general and administrative expenses consist of expenses relating to our back
office and general and administrative expenses relating to our cocoon stations.
Other general and administrative expenses was $585,107 in 2009, an increase of
$348,427, or 147%, as compared to $236,380 for the year ended December 31, 2008.
During 2009, the Company incurred fees approximately $119,200 in connection with
the application of government subsidy. The Company also paid approximately
$108,500 to employee’s social security fund in 2009.
13
Other
Expenses, Net
Comparison of Other
Expenses, net for the Year Ended December 31, 2009 and 2008
2009
|
2008
|
|||||||
Subsidy
income
|
$ | 664,956 | $ | - | ||||
Interest
income
|
7,286 | 2,564 | ||||||
Interest
expense
|
(2,080,925 | ) | (7,904,393 | ) | ||||
Other
Expenses, net
|
$ | (1,408,683 | ) | $ | (7,901,829 | ) |
Total
other expenses, net was $1,408,683 for the year ended December 31, 2009,
decreased by $6,493,146 as compared to $7,901,829 for the year ended December
31, 2008. The Company received net subsidy of $664,956 from various Chinese
government during the year ended December 31, 2009. These government subsidies
were in connection with the purchase of cocoon and incentive of technology
innovation. Part of these subsidies will pass through to the farmers who
produced the cocoons when we purchase the cocoons from farmers.
Interest
expenses consist of interest paid for short term loans and amortization of
deferred financing cost and debt discount in connection with the convertible
debt issuances in September 2007. Interest paid to various loans was $710,153
and $213,170 for the year ended December 31, 2009 and 2008, respectively.
Interest paid and accrued to convertible notes was $279,216 and $293,772 for the
year ended December 31, 2009 and 2008, respectively. We have incurred and
recorded $0 and $6,475,268 amortization expenses of deferred finance costs and
debt discount and cash discount for the year ended December 31, 2009 and 2008,
respectively. In addition, we also recorded accrued interest expense
and penalties in connection with the default of convertible notes. Such expenses
totaled $1,088,952 and $919,580 for the year ended December 31, 2009 and 2008,
respectively.
Liquidity
and Capital Resources
As of
December 31, 2009 and 2008, we had $2,788,581 and $61,867 in cash, respectively.
The cash balance at December 31, 2009 was prepared for repayment of Shangxia
bank loan which was due by January 19, 2010. We believe that such funds will not
be sufficient to effectuate our plans with respect to the business over the next
twelve months. We will need to seek additional capital for our
operations.
The major
sources of Company’s liquidity for the year ended December 31, 2009 and 2008
were cash generated from operations and short term loans from banks and other
entities.
Net cash
provided by operating activities during the year ended December 31, 2009 was
$2,925,061, compared to -$3,995,200 net cash used for the year ended December
31, 2008. This was mainly due to that the Company commenced its operation after
third quarter of 2007, which required more upfront payments during
2008. The Company also received $536,344 in advance from customers
during the year ended December 31, 2009, as compared to $0 during the same
period of 2008.
Net cash
used in investing activities was $539,257 during the year ended December 31,
2009, as compared to net cash provided by investing activities of $48,707 during
the year ended December 31, 2008. It was the results of paid additional
acquisition deposit of $512,750 in 2009 and returned deposit for purchase of
cocoon seeds in the amount of $90,047 in 2008.
14
Net cash
provided by financing activities was $351,206 and $2,662,800 for the year ended
December 31, 2009 and 2008, respectively. During the year ended December 31,
2009, the company received net proceeds of $351,206 from various short term
loans. For the year ended December 31, 2008, the Company received net proceeds
from various short term loans of $955,209, and received net proceeds of
$1,721,466 from related parties.
Loans Payable to various
Banks and Entities
December
31,
|
December
31,
|
|||||||
Loans
payable consist of:
|
2009
|
2008
|
||||||
Qiluo
loan payable to Chongqing Aikekaer Paint Co., Ltd.
|
||||||||
under
10,000,000 RMB ($1,458,000) credit line, interest at 6%
per
|
||||||||
annum,
due May 31, 2009
|
$ | - | $ | 170,999 | ||||
Qiluo
loan payable to Chongqing Shi Bell Technology, Ltd.
|
||||||||
interest
at 6% per annum, due on demand
|
- | 63,025 | ||||||
Qiluo
loan payable to Jin Cheng Small Loans Company, ltd.
|
||||||||
11,000,000
RMB, interest at 18% per annum, due March 23, 2009
|
- | 1,612,270 | ||||||
Qiluo
loans payable to Chongqing Shan Xia Bank
|
||||||||
30,000,000
RMB, interest at 10% per annum, due January 19, 2010
|
4,395,000 | - | ||||||
Less:
used by Mr. Chen, Wensheng, 3,000,000 RMB
|
(439,500 | ) | - | |||||
Less:
used by Mr. Zhong, Songbai, 2,000,000 RMB
|
(293,000 | ) | - | |||||
Less:
used by Guojing Silk, 10,000,000 RMB
|
(1,465,000 | ) | - | |||||
Qiluo
loans payable to Chongqing Shan Xia Bank, net
|
2,197,500 | - | ||||||
Franklin
loans payable to two individuals
|
||||||||
interest
at 8% per annum, due April 24, 2008 (past due)
|
20,000 | 20,000 | ||||||
Total
|
$ | 2,217,500 | $ | 1,866,294 |
On
January 20, 2009, Qiluo jointly with Chongqing Guojing Silk Company, Ltd.
(“Guojing Silk”), Mr. Wensheng Chen and Mr. Songbai Zhong, obtained a short term
credit line in the amount of 30,000,000 RMB ($4,395,000 translated at the
December 31, 2009 exchange rate) from Chongqing Shan Xia Bank. The loan is
collateralized with the assets of Guojing Silk and real estate property of Mr.
Wensheng Chen and Mr. Songbai Zhong. From this jointly acquired credit line,
Qiluo received 15,000,000 RMB ($2,197,500), Guojing Silk received 10,000,000 RMB
($1,465,000), Mr. Chen received 3,000,000 RMB ($439,500), and Mr. Zhong received
2,000,000 RMB ($293,000). Guojing Silk is controlled by the brother-in-law of
Mr. Kuang, indirect majority stockholder and chief executive officer of the
Company.
As of
December 31, 2009 and 2008, the accrued interest payable for short term loans
totaled $51,092 and $29,581, respectively, which was included in accounts
payable and accrued expenses.
15
Loans Payable to Related
Parties
December
31,
|
December
31,
|
|||||||
Loans
payable – related parties consist of:
|
2009
|
2008
|
||||||
Franklin
loan payable to former chief executive officer,
|
||||||||
interest
at 8% per annum, due on demand
|
$ | 12,233 | $ | 12,233 | ||||
Franklin
loan payable to former chief executive officer,
|
||||||||
non-interest
bearing, due on demand
|
7,158 | 7,158 | ||||||
Total
|
$ | 19,391 | $ | 19,391 |
The
accrued interest payable to related party was $3,272 and $2,292 as of December
31, 2009 and 2008, respectively.
Convertible Notes
Payable
December
31,
|
December
31,
|
|||||||
Convertible
notes payable, net consist of:
|
2009
|
2008
|
||||||
Convertible
notes - initial face amount
|
$ | 3,300,000 | $ | 3,300,000 | ||||
Less
unamortized debt discounts:
|
||||||||
Discount
on relative fair value of warrants
|
(2,903,247 | ) | (2,903,247 | ) | ||||
Discount
on beneficial conversion feature
|
(396,753 | ) | (396,753 | ) | ||||
Less
accumulated amortization
|
3,300,000 | 3,300,000 | ||||||
Unamortized
debt discounts
|
- | - | ||||||
Repayment
of convertible notes
|
(507,825 | ) | (507,825 | ) | ||||
Convertible
notes payable, net
|
$ | 2,792,175 | $ | 2,792,175 |
On
September 12 and September 20, 2007, the Company entered into Subscription
Agreements (the "Subscription Agreements") with 11 investors ("Purchasers"), for
the purchase and sale of $3,300,000 of Secured Convertible Promissory Notes of
the Company (the “Notes”) for the aggregate purchase price of $3,300,000 (the
“Note Financing”). The Company received net proceeds from the issuance of the
Notes of $2,622,425 after finance costs of $382,500 and other expenses of
$295,075. Pursuant to the terms of the Subscription Agreements, the Company also
issued to the Purchasers warrants to purchase up to 26,400,000 shares of common
stock of the Company, subject to adjustments for certain issuances and
transactions.
The Notes
bore interest at the rate of 10% per annum, payable in either (a) cash or (b)
absent an event of default, in shares of the Company’s common stock at the
lesser of (i) $0.25 per share or (ii) 75% of the average of the closing bid
prices of the Company’s common stock for the 5 trading days preceding the
payment date. Said payments commence on March 12, 2008 and all accrued but
unpaid interest and any other amounts due thereon is due and payable on
September 12, 2009, or earlier upon acceleration following an event of default,
as defined in the Notes.
All
principal and accrued interest on the Notes is convertible into shares of the
Company’s common stock at the election of the Purchasers at any time at the
conversion price of $0.25 per share, subject to adjustment for certain
issuances, transactions or events that would result in “full ratchet” protection
to the holders.
16
The Notes
contain default events which, if triggered and not timely cured (if curable),
will result in a default interest rate of 15% per annum. The Notes also contain
full ratchet antidilution provisions with respect to certain securities
issuances, including the issuances of stock for less than $.25 per share. In
addition, the Company has to pay the Purchasers an additional amount of
principal plus accrued interest if the Company is no longer listed on the
Bulletin Board or sells substantially all of its assets.
As part
of the financing, the Company also issued to the Purchasers an aggregate of
13,200,000 Class A Common Stock Purchase Warrants and 13,200,000 Class B Common
Stock Purchase Warrants. The Class A Warrants are exercisable at a price of
$0.50 per share at any time until the fifth anniversary from the date the
Registration Statement is declared effective by the Securities and Exchange
Commission (“the Expiration Date”) and the Class B Warrants are exercisable at a
price of $1.00 per share at any time until the Expiration Date. The warrants
include a cashless exercise provision which is triggered after March 12, 2008 as
well as “full ratchet” antidilution provisions with respect to certain
securities issuances.
Absent a
waiver from a Purchaser, conversion of the Notes, or exercise of the Warrants,
is subject to the restriction that such conversion or exercise does not result
in the Purchaser beneficially owning at any one time more than 4.99% of the
Company’s outstanding shares of common stock.
Payment
of the Notes along with the Company’s other obligations to the Purchasers is
secured by all the assets of the Company and of its wholly-owned subsidiary,
Qiluo. Such obligations are also secured by a guaranty and pledge of the
17,100,000 shares of the Company’s common stock held by Xinshengxiang Industrial
Development Co., Ltd., a significant shareholder of the Company. In connection
with the transaction, the Company agreed to prepare and file with the Securities
and Exchange Commission within 60 days following the closing a registration
statement on Form SB-2 for the purpose of registering for resale all of the
shares of common stock underlying the Notes. If the Company failed to file such
registration statement within such time, or if the registration statement is not
declared effective within 120 days from September 12, 2007, the Company must pay
monthly liquidated damages in cash equal to 2% of the principal amount of the
Notes. The Purchasers were also granted standard piggyback registration rights
along with certain demand registration rights. The Company filed a registration
statement on December 26, 2007. The registration statement has not yet been
declared effective.
In
connection with the convertible debt, the Company recorded deferred finance
costs of $4,466,334, of which $382,500 was recorded as an asset and $4,083,834
was recorded as a component of stockholders’ equity. Such deferred finance costs
were being amortized over the life of the related debt. The Company also
recorded a deferred debt discount in the amount of $3,300,000 to reflect the
beneficial conversion feature of the convertible debt and the fair value of the
warrants. The beneficial conversion feature was recorded pursuant to ASC
470-20-30 (formerly, EITF 00-27), “Application of EITF No. 98-5, Accounting for
Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios, to Certain Convertible Instruments”. In accordance
with ASC 470-20-30, the Company evaluated the value of the beneficial conversion
feature and recorded the amount of $396,753 as a reduction to the carrying
amount of the convertible debt and as an addition to paid-in capital.
Additionally, the relative fair value of the warrants of $2,903,247 was
calculated and recorded as a further reduction to the carrying amount of the
convertible debt and as an addition to paid-in capital.
The
Company commenced the repayment of the convertible notes and interest on March
12, 2008 and paid $26,375 in cash to three of the Purchasers, which represented
accrued interest of $12,500 and repayment of principal of $13,875 due on the
convertible promissory notes. Also, the Company issued a total of 32,354,043
shares to seven of the Purchasers during the nine months ended September 30,
2008, which represented accrued interest of $174,912 and repayment of principal
of $493,950. The Company did not make any repayments during the six months ended
December 31, 2008 due to its financing difficulties. The Company has been in
default to all eleven investors since then. Consequently, the Company wrote off
the remaining $56,797 unamortized deferred finance costs, $1,078,882 unamortized
debt discounts (warrants and beneficial conversion feature) and $1,335,144
unamortized deferred finance costs included in the equity section at December
31, 2008 and recognized additional interest expense of $2,470,823.
17
Going
Concern Consideration
The
Company started its test production at the end of June 2007 and commenced its
manufacturing operations during the third quarter of 2007. The Company has
incurred a net loss of $1,553,491 and $8,653,683, for the years ended December
31, 2009 and 2008, respectively. The Company has an accumulated
deficit of $21,715,270 at December 31, 2009. Substantial portions of
the losses are attributable to the common stock issued for consulting service,
amortization of debt discount, deferred finance costs and beneficial conversion
feature, and accrued interest and penalties in connection with the default of
the Convertible Notes. The Company had a working capital deficiency of
$4,837,392 and $2,859,499 as of December 31, 2009 and 2008,
respectively.
Furthermore,
as of July 12, 2008, the Company was in default on its Convertible Notes
payments due July 12, 2008. The Notes provide that, at the option of the holder,
an event of default shall make all sums of principal and interest then remaining
unpaid and all other amounts payable immediately due and payable upon demand. As
of December 31, 2009, the unpaid convertible notes payable balance is
$2,792,175; unpaid accrued interest is $484,349; and unpaid accrued liquidated
damages penalty and default penalty are $2,107,532. The Company is currently
negotiating with investors and seeking ways to resolve the default issue with
all investors.
These
factors raise substantial doubt concerning the Company’s ability to continue as
a going concern.
There can
be no assurance that funds will be generated during the next twelve months or
thereafter from the Company’s current operations, or that funds will be
available from external sources such as debt or equity financings or other
potential sources. The lack of additional capital could force the
Company to curtail or cease operations and would, therefore, have a material
adverse effect on its business. Furthermore, there can be no
assurance that any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive effect on the
Company's existing stockholders.
During
2008, the Company received proceeds from a significant shareholder in the amount
of $1,722,656 as a repayment of nonreciprocal funds transferred to this
shareholder during 2007. The Company also received proceeds of short term loans
totaling $351,206 and $955,209 during 2009 and 2008, respectively.
The
Company has undertaken further steps as part of a plan to improve operations and
to address our lack of liquidity by raising additional funds, either in the form
of debt or equity or some combination thereof. The Company is planning to reduce
its cost of goods sold by purchasing its main raw material directly from farmers
in the local neighbored area and to reduce its overhead cost by fully utilizing
its current manufacture facilities. From the Spring of 2008, the Company began
purchasing its main raw material directly from farmers through the planned
acquisition of “Zhengzhong”, thereby helping the Company to reduce its raw
material - cocoon cost and increase its operating gross margin rate to 15.3% in
2009 as compared to 5.2% for the year ended December 31, 2008. However, there
can be no assurance that the Company will be able to raise enough funds to
complete the acquisition of “Zhengzhong” and to accomplish these objectives, and
it is uncertain whether the Company will achieve a profitable level of
operations or be able to obtain additional financing.
18
There can
be no assurance that any additional financings will be available to the Company
on satisfactory terms and conditions, if at all. In the event we are
unable to continue as a going concern, we may elect or be required to seek
protection from our creditors by filing a voluntary petition in bankruptcy or
may be subject to an involuntary petition in bankruptcy.
Critical
Accounting Policies and Estimates
General
The
Company’s Condensed Consolidated Financial Statements are prepared in accordance
with U.S. generally accepted accounting principles, which require management to
make estimates, judgments and assumptions that affect the reported amounts of
assets, liabilities, net revenue and expenses, and the disclosure of contingent
assets and liabilities. Management bases its estimates on historical experience
and on various other assumptions that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Senior management has discussed the development, selection and
disclosure of these estimates with the Board of Directors. Management believes
that the accounting estimates employed and the resulting balances are
reasonable; however, actual results may differ from these estimates under
different assumptions or conditions.
Basis of
Presentation
The
condensed consolidated financial statements have been prepared on the going
concern basis, which assumes the realization of assets and liquidation of
liabilities in the normal course of operations. If we were not to continue as a
going concern, we would likely not be able to realize on our assets at values
comparable to the carrying value or the fair value estimates reflected in the
balances set out in the preparation of the consolidated financial statements.
There can be no assurances that we will be successful in generating additional
cash from equity or other sources to be used for operations. The consolidated
financial statements do not include any adjustments relating to the
recoverability of assets and classification of assets and liabilities that might
be necessary should the Company be unable to continue as a going
concern.
Foreign Currency
Translation
The
functional currency of Franklin is the United States dollar. The
functional currency of Qiluo is the Chinese Renminbi (“RMB”). The
reporting currency of the Company is the United States dollar.
The
assets and liabilities of Qiluo were translated into United States dollars at
period-end exchange rates The revenues and expenses were translated into United
States dollars at average exchange rates for the period. Resulting
translation adjustments are recorded as a component of accumulated other
comprehensive income within stockholders’ equity.
19
Transaction
gains or losses arising from exchange rate fluctuation on transactions
denominated in a currency other than the functional currency are included in the
consolidated results of operations.
Intangible and Other
Long-Lived Assets
Intangible
and other long-lived assets are stated at cost, less accumulated amortization
and impairments.
The
Company reviews its long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may no longer be
recoverable. When these events occur, the Company measures impairment
by comparing the carrying value of the long-lived assets to the estimated
undiscounted future cash flows expected to result from the use of the assets and
their eventual disposition. If the sum of the expected undiscounted
cash flow is less than the carrying amount of the assets, the Company would
recognize an impairment loss based on the fair value of the assets.
Revenue
Recognition
Sales of
products are recorded when title passes to the customer, which is generally at
time of shipment. The Company performs ongoing credit evaluations of
its customers’ financial condition, but generally does not require collateral to
support customer receivables. The credit risk is controlled through
credit approvals, limits and monitoring procedures. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends and other
factors. Accounts receivable are charged against the allowance for
doubtful accounts once all collection efforts have been
exhausted. The Company does not routinely permit customers to return
product.
Stock-Based
Compensation
Stock-based
compensation is accounted for at fair value in accordance with Accounting
Standards Codification (“ASC”) topic 718-10, Stock Compensation (formerly, SFAS
123(R), “Accounting for Stock-Based Compensation”). No stock options have been
granted and none are outstanding.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method described
in ASC 740-10, (formerly, SFAS No. 109, “Accounting For Income Taxes”), the
objective of which is to establish deferred tax assets and liabilities for the
temporary differences between the financial reporting and the tax bases of the
Company’s assets and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. A valuation allowance
related to deferred tax assets is recorded when it is more likely than not that
some portion or all of the deferred tax assets will not be
realized.
No
provision has been made for corporation income taxes due to the current loss. In
addition, no future tax benefit has been calculated. According to the tax
regulations of China, the amount of loss that will carry over to the next tax
period should be assessed and approved by the tax regulation agency. The maximum
carry over period is five years.
20
Segment
Information
ASC
280-10 (formerly, SFAS No. 131), “Disclosure About Segments of and Enterprise
and Related Information”, requires entity-wide disclosures about the products
and services an entity provides, the material countries in which it holds assets
and reports revenues and its major customers. The Company operates as a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.
Recently Issued Accounting
Pronouncements
Effective
for interim and annual periods ending after September 15, 2009, the FASB
ASC is the single source of authoritative literature of U.S. generally accepted
accounting principles (“GAAP”). The ASC consolidates all
authoritative accounting literature into one internet-based research tool, which
supersedes all pre-existing accounting and reporting standards, excluding
separate rules and other interpretive guidance released by the
SEC. New accounting guidance is now issued in the form of Accounting
Standards Updates, which update the ASC. The adoption of
ASC did not result in any change in the Company’s significant
accounting policies.
In
May 2009, the FASB issued standards that establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. These
standards require the disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date, that is, whether the
date represents the date the financial statements were issued or were available
to be issued. This standard is effective in the first interim period ending
after June 15, 2009. This standard did not have any significant impact
on disclosures in the Company’s consolidated financial
statements.
In
June 2009, the FASB issued authoritative guidance which eliminates the
exemption for qualifying special-purpose entities from consolidation
requirements, contains new criteria for determining the primary beneficiary of a
variable interest entity, and increases the frequency of required reassessments
to determine whether a company is the primary beneficiary of a variable interest
entity. The guidance is applicable for annual periods beginning after
November 15, 2009 and interim periods therein and thereafter. The Company
does not expect the adoption of this standard to have a material effect on its
consolidated financial position or results of operations.
In
June 2009, the FASB issued authoritative guidance which eliminates the
concept of a qualifying special-purpose entity, creates more stringent
conditions for reporting a transfer of a portion of a financial asset as a sale,
clarifies other sale-accounting criteria, and changes the initial measurement of
a transferor’s interest in transferred financial assets. The guidance is
applicable for annual periods beginning after November 15, 2009 and interim
periods therein and thereafter. The Company does not expect the adoption of this
standard to have a material effect on its consolidated financial position or
results of operations.
In August
2009, the FASB issued guidance on measuring liabilities at fair
value. This guidance amends the fair value measurements and
disclosures by providing additional guidance clarifying the measurement of
liabilities at fair value. This new accounting guidance is effective
for reporting periods ending after December 15, 2009. Adoption of this
standard did not have a material effect on the Company’s consolidated financial
position or results of operations.
Certain
other accounting pronouncements have been issued by the FASB and other standard
setting organizations which are not yet effective and have not yet been adopted
by the Company. The impact on the Company’s consolidated financial position and
results of operations from adoption of these standards is not expected to be
material.
21
Restatement of Previously
Issued Financial Statements
The
Company has restated its consolidated financial statement at December 31, 2008
and for the year then ended (which were previously included in the Company’s
Form 10-K filed with SEC on April 15, 2009) in order to correct an error
relating to the accounting for a defaulted notes payable (see Note
19).
The
included consolidated financial statements at December 31, 2008 and for the year
then ended (which were previously included in the Company’s Form 10-K filed with
SEC on April 15, 2009) was a restated financial statement in order to correct an
error relating to the accounting for the defaulted notes payable (see Notes 11
and 19). The Company was not able to amend its previous filed financial
statements as and for the year ended December 31, 2008 and 2007 included in the
Form 10K, therefore, previous filed financial statement included in the Form 10K
filed on April 15, 2009 could not be relied on it.
In the
Form 10-K filed April 15, 2009, the consolidated balance sheet at December 31,
2008 included unamortized deferred finance costs of $1,391,941 ($56,797 in
assets, $1,335,144 as contra equity in stockholders’ deficit) and unamortized
debt discounts of $1,078,882 (as a reduction of convertible notes payable in
current liabilities) relating to these notes, which reflected amortization of
these costs over the two year life of the notes. Since the Company had defaulted
on the notes, thus making the obligations immediately due and payable on demand,
the Company should have accelerated the amortization of the remaining
unamortized deferred finance costs and debt discounts at such time. Accordingly,
the consolidated balance sheet at December 31, 2008 included in this Form 10-Q
has been restated to reflect such amortization.
22
The
effect of the restatement adjustments on the consolidated balance sheet at
December 31, 2008 follows:
As
Previously
|
||||||||||||
Reported
|
Adjustments
|
As
Restated
|
||||||||||
ASSETS
|
||||||||||||
Current
assets
|
$ | 3,749,917 | $ | - | $ | 3,749,917 | ||||||
Property
and equipment, net
|
887,693 | - | 887,693 | |||||||||
Deposits
|
483,681 | - | 483,681 | |||||||||
Deferred
finance costs
|
56,797 | (56,797 | ) | - | ||||||||
Total
Assets
|
$ | 5,178,088 | $ | (56,797 | ) | $ | 5,121,291 | |||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||||||
Convertible
notes payable
|
$ | 1,713,293 | $ | 1,078,882 | $ | 2,792,175 | ||||||
Other
current liabilities
|
3,817,241 | - | 3,817,241 | |||||||||
Total
Current Liabilities
|
5,530,534 | 1,078,882 | 6,609,416 | |||||||||
Common
stock
|
12,348 | - | 12,348 | |||||||||
Additional
paid-in capital
|
18,345,012 | - | 18,345,012 | |||||||||
Deferred
finance costs
|
(1,335,144 | ) | 1,335,144 | - | ||||||||
Accumulated
deficit
|
(17,690,956 | ) | (2,470,823 | ) | (20,161,779 | ) | ||||||
Accumulated
other comprehensive income
|
316,294 | - | 316,294 | |||||||||
Total
Stockholders' (Deficit)
|
(352,446 | ) | (1,135,679 | ) | (1,488,125 | ) | ||||||
Total
Liabilities and Stockholders' deficit
|
$ | 5,178,088 | $ | (56,797 | ) | $ | 5,121,291 |
The
effect of the restatement adjustments on the consolidated statement of
operations for the year ended December 31, 2008 follows:
As
Previously
|
||||||||||||
Reported
|
Adjustments
|
As
Restated
|
||||||||||
Loss
from operations
|
$ | (751,854 | ) | $ | - | $ | (751,854 | ) | ||||
Interest
income
|
2,564 | - | 2,564 | |||||||||
Interest
expense
|
(5,433,570 | ) | (2,470,823 | ) | (7,904,393 | ) | ||||||
Net
Loss
|
$ | (6,182,860 | ) | $ | (2,470,823 | ) | $ | (8,653,683 | ) | |||
Net
Losss per Share - Basic and Diluted
|
$ | (0.06 | ) | $ | (0.02 | ) | $ | (0.08 | ) |
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
Not
required.
23
Item
8. Consolidated Financial Statements and Supplementary
Data
FRANKLIN
TOWERS ENTERPRISES, INC. AND SUBSIDIARY
INDEX TO
FINANCIAL STATEMENTS
Page
|
||
Reports
of Independent Registered Public Accounting Firm
|
F-1
|
|
Consolidated
Balance Sheets as
of December 31, 2009 and 2008
|
F-2
|
|
Consolidated
Statements of Operations and Comprehensive Losses for
the years ended December 31, 2009 and 2008
|
F-3
|
|
Consolidated
Statement of Stockholders’ Deficit for
the years ended December 31, 2009 and 2008
|
F-4
|
|
Consolidated
Statements of Cash Flows for
the years ended December 31, 2009 and 2008
|
F-5
|
|
Notes
to Consolidated Financial Statements
|
F-6
- F-22
|
24
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of Franklin Towers Enterprises,
Inc.
I
have audited the accompanying consolidated balance sheets of Franklin Towers
Enterprises, Inc. and subsidiary (the “Company”) as of December 31, 2009 and
2008 and the related consolidated statements of operations and comprehensive
losses, stockholders’ deficit, and cash flows for the years then ended. These
financial statements are the responsibility of the Company’s
management. My responsibility is to express an opinion on these
financial statements based on my audits.
I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe
that my audits provide a reasonable basis for my opinion.
In
my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Franklin Towers
Enterprises, Inc. and subsidiary as of December 31, 2009 and 2008 and the
results of their operations and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United
States.
The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company’s present financial situation raises
substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to this matter are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
|
/s/ Michael T. Studer, CPA, P.C. | ||
Michael T. Studer, CPA, P.C. | |||
Freeport,
New York
April 15,
2010
F-1
FRANKLIN TOWERS ENTERPRISES,
INC. AND SUBSIDIARY
CONSOLIDATED BALANCE
SHEETS
AS OF DECEMBER 31, 2009 AND
2008
2009
|
2008
|
|||||||
(Restated)
|
||||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 2,788,581 | $ | 61,867 | ||||
Accounts
receivable - net of allowance for doubtful accounts of $20,631
and $2,362
as of December 31, 2009 and 2008, respectively
|
20,630 | 68,727 | ||||||
Inventories
|
1,441,685 | 2,847,009 | ||||||
Prepaid
costs and expenses
|
135,314 | 772,314 | ||||||
Other
receivable
|
21,232 | - | ||||||
Total
Current Assets
|
4,407,442 | 3,749,917 | ||||||
Property
and Equipment, net
|
796,144 | 887,693 | ||||||
Other
Assets:
|
||||||||
Deposits
|
996,200 | 483,681 | ||||||
Total
Other Assets
|
996,200 | 483,681 | ||||||
TOTAL
ASSETS
|
$ | 6,199,786 | $ | 5,121,291 |
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
Current
Liabilities:
|
||||||||
Convertible
notes payable
|
$ | 2,792,175 | $ | 2,792,175 | ||||
Loans
payable
|
2,217,500 | 1,866,294 | ||||||
Accounts
payable and accrued expenses
|
3,679,424 | 1,931,556 | ||||||
Customer
prepaid
|
536,344 | - | ||||||
Loans
payable - related parties
|
19,391 | 19,391 | ||||||
Total
Current Liabilities
|
9,244,834 | 6,609,416 | ||||||
TOTAL
LIABILITIES
|
9,244,834 | 6,609,416 | ||||||
Stockholders'
Deficit:
|
||||||||
Preferred
stock, $0.001 par value; 5,000,000 shares authorized, 0 shares issued
and
outstanding as of December 31, 2009 and 2008
|
- | - | ||||||
Common
stock, $.0001 par value; 1,250,000,000 shares authorized,
123,484,043
shares issued and outstanding as of December 31, 2009 and
2008, respectively
|
12,348 | 12,348 | ||||||
Additional
paid-in capital
|
18,345,012 | 18,345,012 | ||||||
Accumulated
deficit
|
(21,715,270 | ) | (20,161,779 | ) | ||||
Accumulated
other comprehensive income
|
312,862 | 316,294 | ||||||
Total
Stockholders' Deficit
|
(3,045,048 | ) | (1,488,125 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 6,199,786 | $ | 5,121,291 | ||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
F-2
FRANKLIN TOWERS ENTERPRISES,
INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE LOSSES
FOR THE YEARS ENDED DECEMBER
31, 2009 AND 2008
2009
|
2008
|
|||||||
(Restated)
|
||||||||
Net
Sales
|
$ | 6,608,494 | $ | 5,574,996 | ||||
Cost
of Sales
|
(5,595,326 | ) | (5,286,061 | ) | ||||
Gross
Profit
|
1,013,168 | 288,935 | ||||||
Operating
Expenses:
|
||||||||
Selling,
general and administrative expenses
|
1,107,567 | 1,013,577 | ||||||
Depreciation
and amortization
|
50,409 | 27,212 | ||||||
Total
Operating Expenses
|
1,157,976 | 1,040,789 | ||||||
(Loss)
From Operations
|
(144,808 | ) | (751,854 | ) | ||||
Other
Income (Expenses):
|
||||||||
Subsidy
income
|
664,956 | - | ||||||
Interest
income
|
7,286 | 2,564 | ||||||
Interest
expense
|
(2,080,925 | ) | (7,904,393 | ) | ||||
Total
Other (Expense)
|
(1,408,683 | ) | (7,901,829 | ) | ||||
Loss
Before Income Tax
|
(1,553,491 | ) | (8,653,683 | ) | ||||
Provision
for Income Tax
|
- | - | ||||||
Net
Loss
|
$ | (1,553,491 | ) | $ | (8,653,683 | ) | ||
Net
Loss per Share - Basic and Diluted
|
$ | (0.01 | ) | $ | (0.08 | ) | ||
Weighted
Average Shares Outstanding - Basic and Diluted
|
123,484,043 | 111,773,942 | ||||||
Comprehensive
Loss:
|
||||||||
Net
loss
|
$ | (1,553,491 | ) | $ | (8,653,683 | ) | ||
Foreign
currency translation adjustment
|
2,062
|
212,070 | ||||||
Comprehensive
Loss
|
$ | (1,551,429 | ) | $ | (8,441,613 | ) | ||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
F-3
FRANKLIN TOWERS ENTERPRISES,
INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' DEFICIT
Preferred
Stock
|
Common
Stock
|
Additional
Paid
- in
|
Deferred
Finance
|
Accumulated
|
Accumulated
Other
Comprehensive
|
||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Costs
|
Deficit
|
Income
|
Total
|
|||||||||||||||||||||||||||
Balance
- December 31, 2007
|
- | $ | - | 91,130,000 | $ | 9,113 | $ | 15,659,700 | $ | (3,415,349 | ) | $ | (11,508,096 | ) | $ | 104,224 | $ | 849,592 | |||||||||||||||||
Common
stock issued for repayment of convertible
notes and accrued interest
|
- | - | 32,354,043 | 3,235 | 665,627 | - | - | - | 668,862 | ||||||||||||||||||||||||||
Amortization
of deferred finance costs (Restated)
|
- | - | - | - | - | 3,415,349 | - | - | 3,415,349 | ||||||||||||||||||||||||||
Repayment
of nonreciprocal funds
transferred to shareholder
|
- | - | - | - | 2,019,685 | - | - | - | 2,019,685 | ||||||||||||||||||||||||||
Net
loss for the year ended December 31, 2008 (Restated)
|
- | - | - | - | - | (8,653,683 | ) | - | (8,653,683 | ) | |||||||||||||||||||||||||
Foreign
currency translation adjustment
|
- | - | - | - | - | - | - | 212,070 | 212,070 | ||||||||||||||||||||||||||
Balance
- December 31, 2008 (Restated)
|
- | - | 123,484,043 | 12,348 | 18,345,012 | - | (20,161,779 | ) | 316,294 | (1,488,125 | ) | ||||||||||||||||||||||||
Net
loss for the year ended December 31, 2009
|
- | - | - | - | - | - | (1,553,491 | ) | - | (1,553,491 | ) | ||||||||||||||||||||||||
Foreign
currency translation adjustment
|
- | - | - | - | - | - | - | (3,432 | ) | (3,432 | ) | ||||||||||||||||||||||||
Balance
- December 31, 2009
|
- | $ | - | 123,484,043 | $ | 12,348 | $ | 18,345,012 | $ | - | $ | (21,715,270 | ) | $ | 312,862 | $ | (3,045,048 | ) |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-4
FRANKLIN TOWERS
ENTERPRISES, INC. AND SUBSIDIARY
|
||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||
FOR THE YEARS ENDED
DECEMBER 31, 2009 AND 2008
|
2009
|
2008
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
Loss
|
$ | (1,553,491 | ) | $ | (8,653,683 | ) | ||
Adjustments
to Reconcile Net Loss to Net
|
||||||||
Cash
Provided by (Used in) Operating Activities:
|
||||||||
Depreciation
expense
|
104,137 | 80,740 | ||||||
Bad
debt expense
|
18,051 | (5,619 | ) | |||||
Amortization
of deferred finance costs
|
- | 300,098 | ||||||
Amortization
of debt discount - fair value of warrants and beneficial
conversion feature
|
- | 2,759,821 | ||||||
Amortization
of deferred finance costs - consulting
|
- | 3,415,349 | ||||||
Common
stock issued for accrued interest on convertible notes
payable
|
- | 174,913 | ||||||
Rent
expense satisfied by reduction of nonreciprocal funds transferred
balance
|
- | 43,412 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Decrease
(increase) in accounts receivable
|
29,828 | 36,217 | ||||||
Decrease
(increase) in inventories
|
1,405,324 | (2,107,510 | ) | |||||
Decrease
(increase) in prepaid costs and expenses
|
637,000 | (757,212 | ) | |||||
Increase
in accounts payable and accrued liabilities
|
1,747,868 | 718,274 | ||||||
Increase
in customer prepaid
|
536,344 | - | ||||||
Net
Cash Provided by (Used in) Operating Activities
|
2,925,061 | (3,995,200 | ) | |||||
Cash
Flows from Investing Activities:
|
||||||||
Capital
expenditures
|
(5,275 | ) | (41,340 | ) | ||||
Other
receivable
|
(21,232 | ) | - | |||||
Acquisition
deposits (paid) returned
|
(512,750 | ) | 90,047 | |||||
Net
Cash (Used in) provided by Investing Activities
|
(539,257 | ) | 48,707 | |||||
Cash
Flows from Financing Activities:
|
||||||||
Proceeds
from short term loans
|
351,206 | 955,209 | ||||||
Repayment
of convertible notes payable
|
- | (13,875 | ) | |||||
Repayment
from related parties
|
- | (1,190 | ) | |||||
Proceeds
from repayment of nonreciprocal funds transferred to
shareholder
|
- | 1,722,656 | ||||||
Net
Cash Provided by Financing Activities
|
351,206 | 2,662,800 | ||||||
Effect
of Exchange Rate Changes on Cash and Cash Equivalents
|
(10,296 | ) | 33,621 | |||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
2,726,714 | (1,250,072 | ) | |||||
Cash
and Cash Equivalents - Beginning of Period
|
61,867 | 1,311,939 | ||||||
Cash
and Cash Equivalents - End of Period
|
$ | 2,788,581 | $ | 61,867 | ||||
Supplemental Cash Flow
Information:
|
||||||||
Interest
paid
|
$ | 710,153 | $ | 12,500 | ||||
Income
taxes paid
|
$ | - | $ | - | ||||
Supplemental
Disclosure of Non-Cash Investing Activities:
|
||||||||
Fixed
assets purchased from related party
|
$ | - | $ | 253,617 | ||||
Supplemental
Disclosures of Non-Cash Financing Activities:
|
||||||||
Common
stock issued for convertible notes principal payment
|
$ | - | $ | 493,950 | ||||
Common
stock issued for convertible notes interest payment
|
$ | - | $ | 174,912 |
The accompanying notes are an integral
part of these consolidated financial statements.
F-5
FRANKLIN TOWERS ENTERPRISES,
INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 –
Description of
Business and Basis of Presentation
Organization
Franklin
Towers Enterprises, Inc. (“Franklin”) was
incorporated on March 23, 2006 under the laws of the State of
Nevada.
On June
19, 2007, Franklin entered into a Share Purchase Agreement with the shareholders
of Chongqing Qiluo Textile Co. Ltd.(“Qiluo”), a limited liability company
organized under the laws of the People’s Republic of China, whereby Franklin
agreed to acquire 100% of the issued and outstanding registered capital of Qiluo
for consideration of 5,000,000 shares of Franklin’s Series A Convertible
Preferred Stock (convertible into 52,880,000 shares of common stock) (see Note
11). Upon consummation of such purchase, Qiluo became a wholly-owned subsidiary
of Franklin.
The
acquisition is accounted for as a “reverse acquisition”, since the stockholders
of Qiluo owned a majority of Franklin’s common stock immediately following the
transaction. The combination of the two companies is recorded as a
recapitalization of Qiluo pursuant to which Qiluo is treated as the continuing
entity although Franklin is the legal acquirer. Accordingly, the Company’s
historical financial statements are those of Qiluo.
Qiluo was
incorporated on December 15, 2006, named “Chongqing Qiluo Industry Ltd.” under
the laws of the People’s Republic of China with the purpose of engaging in the
manufacture and sale of silk and silk products. Qiluo renamed to “Chongqing
Qiluo Textile Co., Ltd.” On May 30, 2008, Qiluo renamed to “Chongqing Fuling
Qiluo Wintus Silk Co., Ltd”. On November 4, 2009, the Company renamed to current
name “Chongqing Fuling Qiluo Cocoon Silk Company, Ltd.”.
After the
acquisition, Franklin focused on the production and sale of silk and silk
products. The Company started its test production at the end of June 2007 and
commenced operations from the third quarter of 2007.
All
references to common stock, share and per share amounts have been retroactively
restated to reflect the reverse acquisition as if the transaction had taken
place as of the beginning of the earliest period presented.
Principles of
Consolidation
The
accompanying consolidated financial statements include the accounts of Franklin
(Parent) and its wholly owned subsidiary Qiluo. All significant intercompany
accounts and transactions have been eliminated in consolidation.
Going
Concern
The
Company started its test production at the end of June 2007 and commenced its
manufacturing operations during the third quarter of 2007. The Company has
incurred a net loss of $1,553,491 and $8,653,683, for the years ended December
31, 2009 and 2008, respectively. The Company has an accumulated
deficit of $21,715,270 at December 31, 2009. Substantial portions of
the losses are attributable to the common stock issued for consulting service,
amortization of debt discount, deferred finance costs and beneficial conversion
feature, and accrued interest and penalties in connection with the default of
the Convertible Notes. The Company had a working capital deficiency of
$4,837,392 and $2,859,499 as of December 31, 2009 and 2008,
respectively.
F-6
Furthermore,
as of July 12, 2008, the Company was in default on its Convertible Notes
payments due July 12, 2008. The Notes provide that, at the option of the holder,
an event of default shall make all sums of principal and interest then remaining
unpaid and all other amounts payable immediately due and payable upon demand. As
of December 31, 2009, the unpaid convertible notes payable balance is
$2,792,175; unpaid accrued interest is $484,349; and unpaid accrued liquidated
damages penalty and default penalty are $2,107,532. The Company is currently
negotiating with investors and seeking ways to resolve the default issue with
all investors.
These
factors raise substantial doubt concerning the Company’s ability to continue as
a going concern.
There can
be no assurance that funds will be generated during the next twelve months or
thereafter from the Company’s current operations, or that funds will be
available from external sources such as debt or equity financings or other
potential sources. The lack of additional capital could force the
Company to curtail or cease operations and would, therefore, have a material
adverse effect on its business. Furthermore, there can be no
assurance that any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive effect on the
Company's existing stockholders.
During
2008, the Company received proceeds from a significant shareholder in the amount
of $1,722,656 as a repayment of nonreciprocal funds transferred to this
shareholder during 2007. The Company also received proceeds of short term loans
totaling $351,206 and $955,209 during 2009 and 2008, respectively.
The
Company has undertaken further steps as part of a plan to improve operations and
to address our lack of liquidity by raising additional funds, either in the form
of debt or equity or some combination thereof. The Company is planning to reduce
its cost of goods sold by purchasing its main raw material directly from farmers
in the local neighbored area and to reduce its overhead cost by fully utilizing
its current manufacture facilities. From the Spring of 2008, the Company began
purchasing its main raw material directly from farmers through the planned
acquisition of “Zhengzhong” (see Note 7), thereby helping the Company to reduce
its raw material - cocoon cost and increase its operating gross margin rate to
15.3% in 2009 as compared to 5.2% for the year ended December 31, 2008. However,
there can be no assurance that the Company will be able to raise enough funds to
complete the acquisition of “Zhengzhong” and to accomplish these objectives, and
it is uncertain whether the Company will achieve a profitable level of
operations or be able to obtain additional financing.
There can
be no assurance that any additional financings will be available to the Company
on satisfactory terms and conditions, if at all. In the event we are
unable to continue as a going concern, we may elect or be required to seek
protection from our creditors by filing a voluntary petition in bankruptcy or
may be subject to an involuntary petition in bankruptcy.
The accompanying consolidated financial
statements do not include any adjustments related to the recoverability or
classification of asset-carrying amounts or the amounts and classifications of
liabilities that may result should the Company be unable to continue as a going
concern.
Reclassifications
Certain
reclassifications have been made to prior year’s consolidated financial
statements and notes thereto for comparative purposes to confirm with current
year’s presentation. These reclassifications have no effect on previously
reported results of operations.
F-7
NOTE 2 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
presentation
The
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States (“US
GAAP”).
Use of
Estimates
The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ
from those estimates.
Fair Value of Financial
Instruments
The
Company’s financial instruments consist of cash and cash equivalents, accounts
receivable, net, other receivable, accounts payable and accrued liabilities,
short term loans and convertible notes. The fair value of these
financial instruments approximate their carrying amounts reported in the
consolidated balance sheets due to the short term maturity of these instruments
or by comparison to other instruments with similar terms.
Foreign Currency
Translation
The
functional currency of Franklin is the United States dollar. The
functional currency of Qiluo is the Chinese Renminbi (“RMB”). The
reporting currency of the Company is the United States dollar.
The
assets and liabilities of Qiluo were translated into United States dollars at
period-end exchange rates ($0.14650 and $0.14657 at December 31, 2009 and 2008,
respectively). The revenues and expenses were translated into United
States dollars at average exchange rates for the period ($0.14475 and
$0.14396 for the years ended December 31, 2009 and 2008,
respectively). Resulting translation adjustments are recorded as a
component of accumulated other comprehensive income within stockholders’
equity.
Transaction
gains or losses arising from exchange rate fluctuation on transactions
denominated in a currency other than the functional currency are included in the
consolidated results of operations. There is no material foreign
currency transaction gains or losses for the years ended December 31, 2009 and
2008.
Cash and Cash
Equivalents
Cash and
cash equivalents consist of cash on hand, cash on deposit with banks, and highly
liquid debt investments with a maturity of three months or less when
purchased.
Inventory
Inventory
is stated at the lower of cost (first-in, first-out method) or
market.
Property, Plant and
Equipment, Net
Property,
plant and equipment is stated at cost less accumulated
depreciation. Depreciation is calculated on a straight-line basis
over the estimated useful lives of the respective assets.
F-8
Intangible and Other
Long-Lived Assets, Net
Intangible
and other long-lived assets are stated at cost, less accumulated amortization
and impairments.
The
Company reviews its long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may no longer be
recoverable. When these events occur, the Company measures impairment
by comparing the carrying value of the long-lived assets to the estimated
undiscounted future cash flows expected to result from the use of the assets and
their eventual disposition. If the sum of the expected undiscounted
cash flow is less than the carrying amount of the assets, the Company would
recognize an impairment loss based on the fair value of the assets.
Revenue
Recognition
Sales of
products are recorded when title passes to the customer, which is generally at
time of shipment. The Company performs ongoing credit evaluations of
its customers’ financial condition, but generally does not require collateral to
support customer receivables. The credit risk is controlled through
credit approvals, limits and monitoring procedures. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends and other
factors. Accounts receivable are charged against the allowance for
doubtful accounts once all collection efforts have been
exhausted. The Company does not routinely permit customers to return
product.
Stock-Based
Compensation
Stock-based
compensation is accounted for at fair value in accordance with Accounting
Standards Codification (“ASC”) 718, “ Compensation- Stock
Compensation”.
In
addition to requiring supplemental disclosures, FASB ASC 718, Compensation – Stock Compensation,
addresses the accounting for share-based payment transactions in which a company
receives goods or services in exchange for (a) equity instruments of the company
or (b) liabilities that are based on the fair value of the company’s equity
instruments or that may be settled by the issuance of such equity instruments.
FASB ASC 718 focuses primarily on accounting for transactions in which a company
obtains employee services in share-based payment transactions.
References
to the issuances of restricted stock refer to stock of a public company issued
in private placement transactions to individuals who are eligible to sell all or
some of their shares of restricted Common Stock pursuant to Rule 144,
promulgated under the Securities Act of 1933 (“Rule 144”), subject to certain
limitations. In general, pursuant to Rule 144, a stockholder who is not an
affiliate and has satisfied a six-month holding period may sell all of his
restricted stock without restriction, provided that the Company has current
information publicly available. Rule 144 also permits, under certain
circumstances, the sale of restricted stock, without any limitations, by a
non-affiliate of the Company that has satisfied a one-year holding
period.
Advertising
Advertising
costs are expensed as incurred. The Company did not incur significant
advertising costs for the years ended December 31, 2009 and 2008.
Shipping and Handling
Costs
Shipping
and handling costs, primarily related to outbound freight, are reported in the
consolidated statements of operations as a component of selling, general and
administrative expenses.
F-9
Research and
Development
Research
and development costs related to both present and future products are expensed
as incurred. The Company did not incur significant research and development
costs for the years ended December 31, 2009 and 2008.
Segment
Information
ASC
280-10 (formerly, SFAS No. 131, “Disclosure About Segments of and Enterprise and
Related Information”), requires entity-wide disclosures about the products and
services an entity provides, the material countries in which it holds assets and
reports revenues, and its major customers. The Company operates as a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method described
in ASC 740-10 (formerly, SFAS No. 109, “Accounting For Income Taxes”), the
objective of which is to establish deferred tax assets and liabilities for the
temporary differences between the financial reporting and the tax bases of the
Company’s assets and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. A valuation allowance
related to deferred tax assets is recorded when it is more likely than not that
some portion or all of the deferred tax assets will not be
realized.
No
provision has been made for corporation income taxes due to the current loss. In
addition, no future tax benefit has been calculated. According to the tax
regulations of China, the amount of loss that will carry over to the next tax
period should be assessed and approved by the tax regulation agency. The maximum
carry over period is five years.
Net Loss Per Common
Share
The
Company has adopted ASC 260-10 (formerly, SFAS No. 128, “Earnings per Share”
(“EPS”)), which requires presentation of basic and diluted EPS on the face of
the income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS
computation.
Basic
loss per share is computed by dividing net loss by the weighted average number
of common shares outstanding during the period.
Diluted
loss per share is computed similarly to basic loss per share except that it
includes the potential dilution that could occur if dilutive securities were
converted. Diluted loss per common share is the same as basic loss
per share, as the effect of potentially dilutive securities (convertible debt -
$2,792,175 and $2,792,175 and warrants – 30,360,000 and 30,360,000, at December
31, 2009 and 2008, respectively), are anti-dilutive.
Statement of Cash
Flows
In
accordance with ASC Topic 230, “Statement of Cash Flows,” cash flows from the
Company’s operations are calculated based upon the local currencies using the
average translation rates. As a result, amounts related to assets and
liabilities reported on the consolidated statements of cash flows will not
necessarily agree with changes in the corresponding balances on the consolidated
balance sheets.
F-10
Recently Issued Accounting
Pronouncements
Effective
for interim and annual periods ending after September 15, 2009, the FASB
ASC is the single source of authoritative literature of U.S. generally accepted
accounting principles (“GAAP”). The ASC consolidates all
authoritative accounting literature into one internet-based research tool, which
supersedes all pre-existing accounting and reporting standards, excluding
separate rules and other interpretive guidance released by the
SEC. New accounting guidance is now issued in the form of Accounting
Standards Updates, which update the ASC. The adoption of
ASC did not result in any change in the Company’s significant
accounting policies.
In
May 2009, the FASB issued standards that establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. These
standards require the disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date, that is, whether the
date represents the date the financial statements were issued or were available
to be issued. This standard is effective in the first interim period ending
after June 15, 2009. This standard did not have any significant impact
on disclosures in the Company’s consolidated financial
statements.
In
June 2009, the FASB issued authoritative guidance which eliminates the
exemption for qualifying special-purpose entities from consolidation
requirements, contains new criteria for determining the primary beneficiary of a
variable interest entity, and increases the frequency of required reassessments
to determine whether a company is the primary beneficiary of a variable interest
entity. The guidance is applicable for annual periods beginning after
November 15, 2009 and interim periods therein and thereafter. The Company
does not expect the adoption of this standard to have a material effect on its
consolidated financial position or results of operations.
In
June 2009, the FASB issued authoritative guidance which eliminates the
concept of a qualifying special-purpose entity, creates more stringent
conditions for reporting a transfer of a portion of a financial asset as a sale,
clarifies other sale-accounting criteria, and changes the initial measurement of
a transferor’s interest in transferred financial assets. The guidance is
applicable for annual periods beginning after November 15, 2009 and interim
periods therein and thereafter. The Company does not expect the adoption of this
standard to have a material effect on its consolidated financial position or
results of operations.
In August
2009, the FASB issued guidance on measuring liabilities at fair
value. This guidance amends the fair value measurements and
disclosures by providing additional guidance clarifying the measurement of
liabilities at fair value. This new accounting guidance is effective
for reporting periods ending after December 15, 2009. Adoption of this
standard did not have a material effect on the Company’s consolidated financial
position or results of operations.
Certain
other accounting pronouncements have been issued by the FASB and other standard
setting organizations which are not yet effective and have not yet been adopted
by the Company. The impact on the Company’s consolidated financial position and
results of operations from adoption of these standards is not expected to be
material.
F-11
NOTE 3 -
Inventories
Inventories
consist of the following:
December
31,
2009
|
December
31,
2008
|
|||||||
Finished
Goods
|
$ | 486,334 | $ | 131,684 | ||||
Processed
cocoons
|
772,211 | 1,857,227 | ||||||
Raw
Materials
|
154,971 | 255,971 | ||||||
Work
in Process
|
28,169 | 602,127 | ||||||
Total
|
$ | 1,441,685 | $ | 2,847,009 |
Finished
goods consist of those silks and by products available for sale. There was no
valuation allowance for inventory loss at December 31, 2009 and
2008.
NOTE 4 –
Prepaid Costs and
Expenses
Prepaid
costs and expenses consist of:
December
31,
2009
|
December
31,
2008
|
|||||||
Prepayment
in connection with short term loan
|
||||||||
obtained
in January 2009 (see Note 18)
|
$ | - | $ | 439,710 | ||||
Advances
to personnel for future overhead costs
|
14,245 | 7,423 | ||||||
Advances
to vendors for future overhead costs
|
118,339 | 116,460 | ||||||
Value
added tax credits
|
- | 208,678 | ||||||
Other
|
2,730 | 43 | ||||||
Total
|
$ | 135,314 | $ | 772,314 |
NOTE 5 –
Other
Receivable
Other
receivable consists of receivable of $21,232 from Chongqing Aikekaer Paint Co.,
Ltd. This receivable is interest free and due on demand.
NOTE 6 -
Property and
Equipment
Property
and equipment is summarized as follows:
Fixed
Assets
|
Estimated
Useful
Life
|
December 31,
2009
|
December
31,
2008
|
|||||||||
Production
Equipment
|
10
|
$ | 726,161 | $ | 726,508 | |||||||
Auxiliary
Equipment
|
10
|
6,944 | 6,947 | |||||||||
Office
Equipment
|
3-5
|
26,891 | 23,006 | |||||||||
Automobile
|
5
|
124,525 | 124,585 | |||||||||
Furniture
and Fixtures
|
5-7
|
36,606 | 36,624 | |||||||||
Construction
in progress
|
112,106 | 102,582 | ||||||||||
1,033,233 | 1,020,252 | |||||||||||
Less:
Accumulated Depreciation
|
237,089 | 132,559 | ||||||||||
$ | 796,144 | $ | 887,693 |
Depreciation
expense was $104,137 and $80,740 for the years ended December 31, 2009 and 2008,
respectively, of which $54,303 and $53,528 was included in cost of
sales.
F-12
The
Company changed its estimate of useful life for production equipment and
auxiliary equipment to ten years in 2008 from five years used in
2007. The change was based on the following: (1) the equipment at
issue is traditional mechanical equipment which has a longer life than
electronic equipment; (2) 10 years useful life for such equipment is used by
similar companies in China and conforms to the estimated life used by the
taxation authorities in China. The effect of this change in estimate in 2008 was
to decrease depreciation expense, net loss, and net loss per share by $56,934,
$56,934, and $0.00, respectively.
NOTE 7 -
Deposits
Deposits
consist of:
December
31,
2009
|
December
31,
2008
|
|||||||
Down
payment in connection with Letter Agreement dated November 26, 2007 to
acquire cocoon purchase stations, warehouse, and certain other assets from
Zhengzhong Silkworm Industrial Development Co. Ltd., a state owned entity
("Zhengzhong")
|
$
|
411,270
|
$
|
411,270
|
||||
Deposit
paid in connection with agreement dated March 19, 2008 to use cocoon
purchase stations and warehouse at no cost from March 19, 2008 to March
18, 2009
|
7,329
|
7,329
|
||||||
Additional
payments relating to acquisition of Zhengzhong assets
|
549,393
|
36,643
|
||||||
Foreign
currency translation adjustment
|
28,208
|
28,439
|
||||||
Total
|
$
|
996,200
|
$
|
483,681
|
The
Letter Agreement dated November 26, 2007 and subsequent amendments provided that
the total purchase price of the Zhengzhong assets was 10,374,800 RMB
($1,519,908). If the Company is unable to pay the remaining 3,574,800 RMB
($523,708) due, the Company’s total payments of 6,800,000 RMB ($996,200) may be
forfeited and not recovered (partially or in full). In February 2009, the due
date of the remaining 3,574,800 RMB ($523,708) due was extended to September
2009. As of April 15, 2010, the Company is still in negotiation with
the local government to further extend the due date.
F-13
NOTE 8 - Loans
Payable – Short Term
December
31,
2009
|
December
31,
2008
|
|||||||
Loans
payable consist of:
|
||||||||
Qiluo
loan payable to Chongqing Aikekaer Paint Co., Ltd.
|
||||||||
under
10,000,000 RMB ($1,458,000) credit line, interest at 6% per annum, due May 31,
2009
|
$ | - | $ | 170,999 | ||||
Qiluo
loan payable to Chongqing Shi Bell Technology, Ltd.
|
||||||||
interest
at 6% per annum, due on demand
|
- | 63,025 | ||||||
Qiluo
loan payable to Jin Cheng Small Loans Company, Ltd.
|
||||||||
11,000,000
RMB, interest at 18% per annum, due March 23, 2009
|
- | 1,612,270 | ||||||
Qiluo
loans payable to Chongqing Shan Xia Bank
|
||||||||
30,000,000
RMB, interest at 10% per annum, due January 19, 2010
|
4,395,000 | - | ||||||
Less:
used by Mr. Chen, Wensheng, 3,000,000 RMB
|
(439,500 | ) | - | |||||
Less:
used by Mr. Zhong, Songbai, 2,000,000 RMB
|
(293,000 | ) | - | |||||
Less:
used by Guojing Silk, 10,000,000 RMB
|
(1,465,000 | ) | - | |||||
Qiluo
loans payable to Chongqing Shan Xia Bank, net
|
2,197,500 | - | ||||||
Franklin
loans payable to two individuals
|
||||||||
interest
at 8% per annum, due April 24, 2008 (past due)
|
20,000 | 20,000 | ||||||
Total
|
$ | 2,217,500 | $ | 1,866,294 |
On
January 20, 2009, Qiluo jointly with Chongqing Guojing Silk Company, Ltd.
(“Guojing Silk”), Mr. Wensheng Chen and Mr. Songbai Zhong, obtained a short term
credit line in the amount of 30,000,000 RMB ($4,395,000 translated at the
December 31, 2009 exchange rate) from Chongqing Shan Xia Bank. The loan is
collateralized with the assets of Guojing Silk and real estate property of Mr.
Wensheng Chen and Mr. Songbai Zhong. From this jointly acquired credit line,
Qiluo received 15,000,000 RMB ($2,197,500), Guojing Silk received 10,000,000 RMB
($1,465,000), Mr. Chen received 3,000,000 RMB ($439,500), and Mr. Zhong received
2,000,000 RMB ($293,000). Guojing Silk is controlled by the brother-in-law of
Mr. Kuang, indirect majority stockholder and chief executive officer of the
Company.
As of
December 31, 2009 and 2008, the accrued interest payable for short term loans
totaled $51,092 and $29,581, respectively, which was included in accounts
payable and accrued expenses.
NOTE 9 –
Loans Payable –
Related Parties
December
31,
2009
|
December
31,
2008
|
|||||||
Loans
payable – related parties consist of:
|
||||||||
Franklin
loan payable to former chief executive officer, interest at 8% per annum, due on
demand
|
$ | 12,233 | $ | 12,233 | ||||
Franklin
loan payable to former chief executive
officer, non-interest bearing,
due on demand
|
7,158 | 7,158 | ||||||
Total
|
$ | 19,391 | $ | 19,391 |
The
accrued interest payable to related party was $3,272 and $2,292 as of December
31, 2009 and 2008, respectively.
F-14
NOTE 10 -
Convertible Notes
Payable
December
31,
2009
|
December
31,
2008
|
|||||||
Convertible
notes payable, net consist of:
|
||||||||
Convertible
notes - initial face amount
|
$ | 3,300,000 | $ | 3,300,000 | ||||
Less
unamortized debt discounts:
|
||||||||
Discount
on relative fair value of warrants
|
(2,903,247 | ) | (2,903,247 | ) | ||||
Discount
on beneficial conversion feature
|
(396,753 | ) | (396,753 | ) | ||||
Less
accumulated amortization
|
3,300,000 | 3,300,000 | ||||||
Unamortized
debt discounts
|
- | - | ||||||
Repayment
of convertible notes
|
(507,825 | ) | (507,825 | ) | ||||
Convertible
notes payable, net
|
$ | 2,792,175 | $ | 2,792,175 |
On
September 12 and September 20, 2007, the Company entered into Subscription
Agreements (the "Subscription Agreements") with 11 investors ("Purchasers"), for
the purchase and sale of $3,300,000 of Secured Convertible Promissory Notes of
the Company (the “Notes”) for the aggregate purchase price of $3,300,000 (the
“Note Financing”). The Company received net proceeds from the issuance of the
Notes of $2,622,425 after finance costs of $382,500 and other expenses of
$295,075. Pursuant to the terms of the Subscription Agreements, the Company also
issued to the Purchasers warrants to purchase up to 26,400,000 shares of common
stock of the Company, subject to adjustments for certain issuances and
transactions.
The Notes
bear interest at the rate of 10% per annum, payable in either (a) cash or (b)
absent an event of default, in shares of the Company’s common stock at the
lesser of (i) $0.25 per share or (ii) 75% of the average of the closing bid
prices of the Company’s common stock for the 5 trading days preceding the
payment date. Said payments commence on March 12, 2008 and all accrued but
unpaid interest and any other amounts due thereon is due and payable on
September 12, 2009, or earlier upon acceleration following an event of default,
as defined in the Notes.
All
principal and accrued interest on the Notes is convertible into shares of the
Company’s common stock at the election of the Purchasers at any time at the
conversion price of $0.25 per share, subject to adjustment for certain
issuances, transactions or events that would result in “full ratchet” protection
to the holders.
The Notes
contain default events which, if triggered and not timely cured (if curable),
will result in a default interest rate of 15% per annum. The Notes also contain
full ratchet antidilution provisions with respect to certain securities
issuances, including the issuances of stock for less than $.25 per share. In
addition, the Company has to pay the Purchasers an additional amount of
principal plus accrued interest if the Company is no longer listed on the
Bulletin Board or sells substantially all of its assets.
As part
of the financing, the Company also issued to the Purchasers an aggregate of
13,200,000 Class A Common Stock Purchase Warrants and 13,200,000 Class B Common
Stock Purchase Warrants. The Class A Warrants are exercisable at a price of
$0.50 per share at any time until the fifth anniversary from the date the
Registration Statement is declared effective by the Securities and Exchange
Commission (“the Expiration Date”) and the Class B Warrants are exercisable at a
price of $1.00 per share at any time until the Expiration Date. The warrants
include a cashless exercise provision which is triggered after March 12, 2008 as
well as “full ratchet” antidilution provisions with respect to certain
securities issuances.
Absent a
waiver from a Purchaser, conversion of the Notes, or exercise of the Warrants,
is subject to the restriction that such conversion or exercise does not result
in the Purchaser beneficially owning at any one time more than 4.99% of the
Company’s outstanding shares of common stock.
F-15
Payment
of the Notes along with the Company’s other obligations to the Purchasers is
secured by all the assets of the Company and of its wholly-owned subsidiary,
Qiluo. Such obligations are also secured by a guaranty and pledge of the
17,100,000 shares of the Company’s common stock held by Xinshengxiang Industrial
Development Co., Ltd., a significant shareholder of the Company. In connection
with the transaction, the Company agreed to prepare and file with the Securities
and Exchange Commission within 60 days following the closing a registration
statement on Form SB-2 for the purpose of registering for resale all of the
shares of common stock underlying the Notes. If the Company failed to file such
registration statement within such time, or if the registration statement is not
declared effective within 120 days from September 12, 2007, the Company must pay
monthly liquidated damages in cash equal to 2% of the principal amount of the
Notes. The Purchasers were also granted standard piggyback registration rights
along with certain demand registration rights. The Company filed a registration
statement on December 26, 2007. The registration statement has not yet been
declared effective (see Note 16).
In
connection with the convertible debt, the Company recorded deferred finance
costs of $4,466,334, of which $382,500 was recorded as an asset and $4,083,834
was recorded as a component of stockholders’ equity. Such deferred finance costs
were being amortized over the life of the related debt. The Company also
recorded a deferred debt discount in the amount of $3,300,000 to reflect the
beneficial conversion feature of the convertible debt and the fair value of the
warrants. The beneficial conversion feature was recorded pursuant to ASC
470-20-30 (formerly, EITF 00-27), “Application of EITF No. 98-5, Accounting for
Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios, to Certain Convertible Instruments”. In accordance
with ASC 470-20-30, the Company evaluated the value of the beneficial conversion
feature and recorded the amount of $396,753 as a reduction to the carrying
amount of the convertible debt and as an addition to paid-in capital.
Additionally, the relative fair value of the warrants of $2,903,247 was
calculated and recorded as a further reduction to the carrying amount of the
convertible debt and as an addition to paid-in capital.
The
Company commenced the repayment of the convertible notes and interest on March
12, 2008 and paid $26,375 in cash to three of the Purchasers, which represented
accrued interest of $12,500 and repayment of principal of $13,875 due on the
convertible promissory notes. Also, the Company issued a total of 32,354,043
shares to seven of the Purchasers during the nine months ended September 30,
2008, which represented accrued interest of $174,912 and repayment of principal
of $493,950. The Company did not make any repayments during the six months ended
December 31, 2008 due to its financing difficulties. The Company has been in
default to all eleven investors (see Note 19) since then. Consequently, the
Company wrote off the remaining $56,797 unamortized deferred finance costs,
$1,078,882 unamortized debt discounts (warrants and beneficial conversion
feature) and $1,335,144 unamortized deferred finance costs included in the
equity section at December 31, 2008 and recognized additional interest expense
of $2,470,823 (See Note 19).
NOTE 11 -
STOCKHOLDERS’ EQUITY AND SHARE PURCHASE AGREEMENT
On June
19, 2007, Franklin entered into a Share Purchase Agreement (the “Share Purchase
Agreement”) with the following persons: Chongqing Qiluo Textile Co. Ltd., a
limited liability company organized under the laws of the People’s Republic of
China (“Qiluo”); Xinshengxiang Industrial Development Co., Ltd., a limited
liability company organized under the laws of the People’s Republic of China
(“Xinshengxiang”); Mr. Dingliang Kuang (“Dingliang”); and Ms. Yue Kuang (“Yue,”
and together with Xinshengxiang and Dingliang, the "Qiluo Shareholders").
Pursuant to the Share Purchase Agreement, Franklin agreed to acquire Qiluo at a
closing held simultaneously therewith by purchasing from the Qiluo Shareholders
all of their respective shares of Qiluo’s registered capital, which represent
100% of the issued and outstanding registered capital stock of Qiluo. Upon the
consummation of such purchase, Qiluo became a wholly-owned subsidiary of
Franklin. In consideration therefor, Franklin agreed to issue to the Qiluo
Shareholders an aggregate of 5,000,000 shares of Franklin’s Series A Convertible
Preferred Stock (convertible into 52,880,000 shares of common stock), which were
allocated between the Qiluo Shareholders as follows: 4,750,000 shares to
Xinshengxiang; 125,000 shares to Dingliang; and 125,000 shares to Yue. Each
share of Series A Convertible Preferred Stock was convertible, at the option of
the holder thereof, into 10.576 shares of Franklin's common stock.
F-16
In
connection with the foregoing transaction, on June 19, 2007, Kelly Fan, the
former President, Chief Executive Officer, Treasurer, and Director of Franklin,
transferred without consideration to the Qiluo Shareholders 18,000,000 shares of
the common stock of Franklin which were issued and outstanding and held by Ms.
Fan. Such shares were allocated between the Qiluo Shareholders as follows:
17,100,000 shares to Xinshengxiang Industrial Development Co., Ltd.; 450,000
shares to Dingliang Kuang; and 450,000 shares to Yue Kuang.
As a
result of the foregoing transactions: (a) Xinshengxiang held approximately 81%
of the total combined voting power of all classes of Franklin’s capital stock
entitled to vote; (b) Diangliang Kuang is the principal owner and manager of
Xinshengxiang and thus has voting, investment, and dispositive control over the
shares of Franklin’s capital stock owned by Xinshengxiang. Accordingly, Mr.
Kuang is also deemed to be the indirect beneficial owner of the shares of
Franklin’s capital stock owned by Xinshengxiang. Mr. Kuang thus directly and
indirectly (by Xinshengxiang) held approximately 83% of the total combined
voting power of all classes of Franklin’s capital stock entitled to vote; and
(c) Yue Kuang, who is the sister of Diangliang Kuang, directly held
approximately 2% of the total combined voting power of all classes of Franklin’s
capital stock who is entitled to vote.
In
September 2007, the Company agreed to issue an aggregate of 8,000,000 shares of
its common stock valued at $9,200,000 to Bonsai Venture Partner, Ltd., a British
Virgin Islands Limited company in consideration for consulting services
rendered. These issuances were offered and sold in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act and the Rule 506
promulgated thereunder. The shares issued in consideration for services rendered
were valued at $9,200,000, based on the price of our stock on the date of
issuance.
The
Company issued a total of 32,354,043 shares to seven of the Purchasers as
repayment of loan and loan interest during the nine months ended September 30,
2008, pursuant to the terms of the Notes (see Note 11). The issuing
price was calculated at 75% of the average of the closing bid prices of the
Company’s common stock for the 5 days preceding the payment
date.
NOTE 12 -
Preferred
Stock
On June
18, 2007, the Company designated a series of Preferred Stock known as the
“Series A Convertible Preferred Stock” (the “Series A Preferred Stock”) by
filing a Certificate of Designation with the Secretary of State of
Nevada. The number of shares constituting such Series A Preferred
Stock was designated to be 5,000,000 shares, par value $0.001 per
share. Pursuant to the Certificate of Designation, the principal
rights, preferences, powers, limitations and restrictions of the Series A
Preferred Stock are as follows:
Each
share of Series A Preferred Stock is convertible, at the option of the holder
thereof, without payment of additional consideration, into 10.576 shares of the
Company’s common stock. Holders of Series A Preferred Stock shall be
entitled to vote, together with holders of common stock as a single class, on
all matters upon which stockholders of the Company are entitled to vote, with
each share of Series A Preferred Stock having one vote. The Series A
Preferred Stock shall rank senior to the common stock. In the event
of any liquidation, dissolution or winding up of the Company, the holders of
Series A Preferred Stock shall be entitled to receive, prior and in preference
to any distribution of any of the assets of the Company to the holders of the
common stock of the Company and any other issue of stock, should there be any,
by reason of their ownership thereof, an amount per share equal to $0.001 per
each share of Series A Preferred Stock owned by such shareholder plus any
declared and unpaid dividends on the Series A Preferred Stock.
On
December 10, 2007, the Company issued an aggregate of 52,880,000 shares of
common stock to complete the conversion of the 5,000,000 shares of Series A
Preferred Stock then outstanding.
F-17
NOTE 13 -
Warrants
A summary
of the status of the Company’s warrants is presented below:
Date
of
Issuance
|
Number
of
Warrants
|
Weighted
Average
Exercise
Price
|
|||||||
Outstanding
- January 1, 2007
|
- | $ | - | ||||||
Issued,
Class A Warrants
|
9/12/2007
|
13,200,000 | 0.50 | ||||||
Issued,
Class B Warrants
|
9/12/2007
|
13,200,000 | 1.00 | ||||||
Issued,
Finder's Fees Warrants
|
9/12/2007
|
3,960,000 | 0.25 | ||||||
Outstanding
- December 31, 2009 and 2008
|
30,360,000 | $ | 0.68 |
Warrants
outstanding and exercisable by price range as of December 31, 2009
are:
Warrants
Outstanding
|
Warrants
Exercisable
|
|||||||||||||||||||||
Range
of
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
in Years *
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||
$ | 0.25 | 3,960,000 | 5.00 | $ | 0.25 | 3,960,000 | $ | 0.25 | ||||||||||||||
$ | 0.50 | 13,200,000 | 5.00 | 0.50 | 13,200,000 | 0.50 | ||||||||||||||||
$ | 1.00 | 13,200,000 | 5.00 | 1.00 | 13,200,000 | 1.00 | ||||||||||||||||
30,360,000 | $ | 0.68 | 30,360,000 | $ | 0.68 |
The
significant assumptions used to determine the fair values of the warrants, using
a Black-Scholes option pricing model, were as follows:
Significant
assumptions:
|
||||
Risk-free
interest rate at grant date
|
4.11 | % | ||
Expected
stock price volatility
|
93.95 | % | ||
Expected
dividend payout
|
- | |||
Expected
option life-years
|
5 |
NOTE 14 -
Related Party
Transaction
During
2007, the Company received funds from and advanced funds to Xinshengxiang, one
of its significant shareholders (see Note 11) for working capital purposes. As
of December 31, 2007, the excess advanced payments to Xinshengxiang amounted to
$2,019,685. The Company has accounted for this excess as a nonreciprocal
transfer in 2007 and recorded the overpayment as a direct reduction of
additional paid-in capital. Xinshengxiang repaid $1,722,656 in cash during the
year ended December 31, 2008 and the Company recorded the repayments as an
increase in additional paid-in capital.
During
the three months ended March 31, 2008, the Company acquired four silk reeling
machines and an automobile from Xinshengxiang valued at a total of $253,617
(1,850,000 RMB), which the parties agreed to be treated as a repayment of the
nonreciprocal funds transferred in 2007. The Company recorded the $253,617
repayment as an increase in additional paid-in capital.
During
the year ended December 31, 2008, the Company and Xinshengxiang agreed to offset
the Company’s $43,412 rent liability to Xinshengxiang and treat the $43,412 as a
repayment of the nonreciprocal funds transferred in 2007. The Company recorded
the $43,412 repayment as an increase in additional paid-in capital.
F-18
As of
December 31, 2009 and 2008, the unpaid balance of the nonreciprocal funds
transferred to Xinshengxiang in 2007 is $0.
During
the three months ended March 31, 2008, the Company purchased approximately 42.3
tons raw material–cocoon for $301,455 (2,198,960 RMB) at market price from
Xinshengxiang.
Chongqing
Guojing Silk Company, Ltd. (“Guojing Silk”), is controlled by the brother-in-law
of Mr. Kuang, indirect majority stockholder and chief executive officer of the
Company. On January 20, 2009, Qiluo jointly with Chongqing Guojing Silk Company,
Ltd. (“Guojing Silk”), Mr. Wensheng Chen and Mr. Songbai Zhong, obtained a short
term credit line in the amount of 30,000,000 RMB ($4,395,000e) from Chongqing
Shan Xia Bank. The loan is collateralized with the assets of Guojing Silk and
real estate property of Mr. Wensheng Chen and Mr. Songbai Zhong. From this
jointly acquired credit line, Qiluo received 15,000,000 RMB ($2,197,500),
Guojing Silk received 10,000,000 RMB ($1,465,000), Mr. Chen received 3,000,000
RMB ($439,500), and Mr. Zhong received 2,000,000 RMB ($293,000).
In March
2009, Qiluo borrowed 31,500,000 RMB ($4,611,600) from Chongqing Guojing Silk
Company, Ltd.(“Guojing Silk”) and simultaneously delivered a bank acceptance
(from Shan Xia Bank) for the same amount to Guojing Silk. Under the related
agreement with Shan Xia Bank, use of the 31,500,000 RMB is not permitted while
the bank acceptance is outstanding. Qiluo returned the 31,500,000 RMB in
September 2009.
During
the nine months ended September 30, 2008, the Company received funds from and
advanced funds to Guojing Silk for working capital purposes. As of September 30,
2009, the excess advanced payments to Guojing Silk amounted to $498,312
(3,401,450 RMB), which was reported under the caption of “Other receivable”.
During the fourth quarter of 2009, Guojing Silk repaid this receivable. As of
December 31, 2009, receivable from Guojing was $0.
On March
25, 2009, Xin Shengxiang Industrial Development Co., Ltd, (“Xinshengxiang”), a
major shareholder of the Company borrowed 4,000,000 RMB from Jin Cheng Small
Loans Company, Ltd. (Jincheng”) and advanced the funds to the Company. The short
term loan was due by November 24, 2009 and bore interest at 21.24% per annum.
This loan was paid in full as of December 31, 2009.
On
September 29, 2009, Mr. Dingliang Kuang (“Mr. Kuang”), the Chief Executive
Officer and a major shareholder of the Company, borrowed 6,000,000 RMB from
Jincheng and advanced the funds to the Company. The short term loan
was due by October 28, 2009 and bore interest at 19.44% per annum. This loan was
paid in full as of December 31, 2009.
NOTE 15 -
Concentration of
Credit Risk
Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and cash equivalents and accounts
receivable.
Qiluo
maintains cash balances in various banks in the People’s Republic of China.
Currently, no deposit insurance system has been set up in the People’s Republic
of China. Therefore, the Company will bear a risk if any of these banks become
insolvent. Qiluo’s uninsured cash balance was $2,788,581 and $54,531 as of
December 31, 2009 and 2008.
F-19
NOTE 16 -
Commitments and
Contingencies
Lease
agreement
On
January 28, 2007, Qiluo signed a twenty (20) years lease with Xinshengxiang, a
related party (see Note 11), for the use of a factory building located in Fulin,
Chongqing. The lease commenced on March 1, 2007 and provides for annual rental
payments of 200,000 Renminbi ($29,300) plus other occupancy costs.
Future
minimum rentals under this lease are as follows:
Year
Ending December
31,
|
Future
Minimum
Rent
Payments
|
|||
2010
|
$ | 29,300 | ||
2011
|
29,300 | |||
2012
|
29,300 | |||
2013
|
29,300 | |||
2014
|
29,300 | |||
Thereafter
|
349,158 | |||
Total
|
$ | 495,658 |
Registration Rights
Arrangement
In
connection with the convertible notes payable (see Note 10), the Company agreed
to prepare and file with the Securities and Exchange Commission within 60 days
following the closing a registration statement for the purpose of registering
for resale all of the shares of common stock underlying the Notes. If the
Company fails to file such registration statement within such time, or if the
registration statement is not declared effective within 120 days from September
12, 2007, the Company is to pay monthly liquidated damages in cash equal to 2%
of the principal amount of the Notes. The Company filed a registration statement
on December 26, 2007; the registration statement has not yet been declared
effective. Accordingly, the Company has accrued liquidated damages of $1,479,241
and $809,167 at December 31, 2009 and 2008, respectively, which was included in
interest expense for the years ended December 31, 2009 and 2008 and accounts
payable and accrued expenses at December 31, 2009 and 2008.
Lack of
Insurance
The
Company currently has no insurance in force for its office facilities and
operations and it cannot be certain that it can cover the risks associated with
such lack of insurance or that it will be able to obtain and/or maintain
insurance to cover these risks at economically feasible
premiums.
Country
Risk
As the
Company's principal operations are conducted in the People’s Republic of China
(the “PRC”), the Company is subject to special considerations and significant
risks not typically associated with companies in North America and Western
Europe. These risks include, among others, risks associated with the political,
economic and legal environments and foreign currency exchange limitations
encountered in the PRC. The Company's results of operations 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, among
other things.
In
addition, all of the Company's transactions undertaken in the PRC are
denominated in Renminbi, which must be converted into other currencies before
remittance out of the PRC may be considered. Both the conversion of Renminbi
into foreign currencies and the remittance of foreign currencies abroad require
the approval of the PRC government.
F-20
NOTE 17 –
Legal
Proceeding
On July
28, 2008, Professional Offshore Opportunity Fund Ltd. (the “Plaintiff”) obtained
a default judgment against the Company. On April 21, 2008, the Plaintiff
initiated the action in the United States District Court Southern District of
New York, on a claim of breach of contract and non payment on a promissory note
dated September 12, 2007, made by the Company in favor of the Plaintiff, in the
principal amount of $500,000. The Plaintiff claimed approximately $671,000 in
total relief, which amount includes a 15% principal charge of $75,000, accrued
interest of $48,125, and liquidated damages of $37,000.
NOTE 18 –
Default on Convertible
Notes Payable
As of
June 12, 2008, the Company was in default to six (6) Purchasers on convertible
notes payments due June 12, 2008 and earlier. As of July 12, 2008, the Company
was in default to all eleven (11) Purchasers on convertible notes payments due
July 12, 2008. The Notes provide that, at the option of the holder, an event of
default shall make all sums of principal and interest then remaining unpaid and
all other amounts payable immediately due and payable upon demand. As of
December 31, 2009, the unpaid convertible notes payable balance is $2,792,175;
unpaid accrued interest is $484,350; and unpaid accrued liquidated damages
penalty and default penalty are $2,107,532. The Company is currently negotiating
with investors and seeking ways to resolve the default issue with all
investors.
NOTE 19 –
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The
consolidated financial statements at December 31, 2008 and for the year then
ended (which were previously included in the Company’s Form 10-K filed with SEC
on April 15, 2009) have been restated herein in order to correct an error
relating to the accounting for the defaulted notes payable (see Notes 10 and
18).
In the
Form 10-K filed April 15, 2009, the consolidated balance sheet at December 31,
2008 included unamortized deferred finance costs of $1,391,941 ($56,797 in
assets, $1,335,144 as contra equity in stockholders’ deficit) and unamortized
debt discounts of $1,078,882 (as a reduction of convertible notes payable in
current liabilities) relating to these notes, which reflected amortization of
these costs over the two year life of the notes. Since the Company had defaulted
on the notes, thus making the obligations immediately due and payable on demand,
the Company should have accelerated the amortization of the remaining
unamortized deferred finance costs and debt discounts at such time. Accordingly,
the consolidated financial statements at December 31, 2008 and for the year then
ended included in this Form 10-K has been restated to reflect such
amortization.
F-21
The
effect of the restatement adjustments on the consolidated balance sheet at
December 31, 2008 follows:
As
Previously
Reported
|
Adjustments
|
As
Restated
|
||||||||||
ASSETS
|
||||||||||||
Current
assets
|
$ | 3,749,917 | $ | - | $ | 3,749,917 | ||||||
Property
and equipment, net
|
887,693 | - | 887,693 | |||||||||
Deposits
|
483,681 | - | 483,681 | |||||||||
Deferred
finance costs
|
56,797 | (56,797 | ) | - | ||||||||
Total
Assets
|
$ | 5,178,088 | $ | (56,797 | ) | $ | 5,121,291 | |||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||||||
Convertible
notes payable
|
$ | 1,713,293 | $ | 1,078,882 | $ | 2,792,175 | ||||||
Other
current liabilities
|
3,817,241 | - | 3,817,241 | |||||||||
Total
Current Liabilities
|
5,530,534 | 1,078,882 | 6,609,416 | |||||||||
Common
stock
|
12,348 | - | 12,348 | |||||||||
Additional
paid-in capital
|
18,345,012 | - | 18,345,012 | |||||||||
Deferred
finance costs
|
(1,335,144 | ) | 1,335,144 | - | ||||||||
Accumulated
deficit
|
(17,690,956 | ) | (2,470,823 | ) | (20,161,779 | ) | ||||||
Accumulated
other comprehensive income
|
316,294 | - | 316,294 | |||||||||
Total
Stockholders' (Deficit)
|
(352,446 | ) | (1,135,679 | ) | (1,488,125 | ) | ||||||
Total
Liabilities and Stockholders' deficit
|
$ | 5,178,088 | $ | (56,797 | ) | $ | 5,121,291 |
The
effect of the restatement adjustments on the consolidated statement of
operations for the year ended December 31, 2008 follows:
As
Previously
Reported
|
Adjustments
|
As
Restated
|
||||||||||
Loss
from operations
|
$ | (751,854 | ) | $ | - | $ | (751,854 | ) | ||||
Interest
income
|
2,564 | - | 2,564 | |||||||||
Interest
expense
|
(5,433,570 | ) | (2,470,823 | ) | (7,904,393 | ) | ||||||
Net
Loss
|
$ | (6,182,860 | ) | $ | (2,470,823 | ) | $ | (8,653,683 | ) | |||
Net
Losss per Share - Basic and Diluted
|
$ | (0.06 | ) | $ | (0.02 | ) | $ | (0.08 | ) |
NOTE 20 –
Subsequent
Events
On
January 22, 2010, the Company jointly with Chongqing Guojing Silk Company, Ltd.,
Mr. Wensheng Chen and Mr. Songbai Zhong, returned RMB 30,000,000 ($4,395,000) to
Shanxia Bank.
On
January 29, 2010, the Company jointly with Chongqing Guojing Silk Company, Ltd.,
Mr. Wensheng Chen and Mr. Songbai Zhong, obtained a short term loan of RMB
25,000,000 ($3,662,500) from Shanxia Bank. The loan bears interest at 7.965% per
annum payable monthly. The Maturity date of this loan is January 29,
2011.
On
February 9, 2010, the Company obtained a short term loan of RMB 5,000,000
($732,500) for working capital. The loan bears interest at 7.965% per annum
payable monthly. The maturity date of this loan is February 9,
2011.
The
Company has evaluated subsequent events through the filing date of this Form
10-K and has determined that there were no additional subsequent events to
recognize or disclose in these financial statements.
F-22
Item
9A. Controls and Procedures
Evaluation of Disclosure
Controls and Procedures
We
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)). Based upon that evaluation, our principal executive
officer and principal financial officer concluded that, as of the end of the
period covered in this report, our disclosure controls and procedures were not
effective to ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the required time periods and is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure. This conclusion is a result of our continued inability to
submit final resolution to all SEC staff comments on our Report on Form 10-K for
December 31, 2010. We intend to complete this process and file such
amended reports as requested or required within the months immediately following
the filing of this Report.
Management’s Report on
Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision
and with the participation of our management, including our Chief Executive
Officer/ Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting as of December
31, 2009, based on the framework stated by the Committee of Sponsoring
Organizations of the Treadway Commission.
Our
internal control system was designed 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. Because of inherent limitations, a system of internal
control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate due to change in conditions, or
that the degree of compliance with the policies or procedures may
deteriorate.
Based on
its evaluation as of December 31, 2009, our management concluded that our
internal controls over financial reporting were not effective as of December 31,
2009. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Company’s annual or
interim financial statements will not be prevented or detected on a timely
basis.
The
material weakness relates to the lack of segregation of duties in that our CEO
and CFO are the same person. In the preparation of
audited financial statements, footnotes and financial data all of our
financial reporting is carried out by our Chief Financial Officer, and we do not
have an audit committee or independent CEO to monitor or review the work
performed. The lack of segregation of duties results
from lack of a separate Chief Financial Officer with accounting technical
expertise necessary for an effective system of internal control. In
addition, we lack sufficient resources to perform the internal audit
function. In order to mitigate this material weakness to the fullest
extent possible, all financial reports are reviewed by an outside accountant
that is not our audit firm. All unexpected results are investigated. The Company
is in the process of complying with SOX 404 during 2010 and will be implementing
additional internal controls over accounting and financial
reporting.
25
This
annual report does not include an attestation report of the Company s 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 SEC that permit us to provide
only management’s report in this Annual Report on Form 10-K.
Changes in Internal Control
Over Financial Reporting
No change
in the Company’s internal control over financial reporting occurred during the
fourth quarter ended December 31, 2009, that materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
Item
9B. Other Information
None.
PART
III
Item
10. Directors, Executive Officers and Corporate
Governance
Each of
our directors serves for a term of one year or until the successor is elected at
our annual shareholders' meeting and is qualified, subject to removal by our
shareholders. Each officer serves, at the pleasure of our board of directors,
for a term of one year and until the successor is elected at the annual meeting
of the board of directors and is qualified.
Set forth
below is the name, age and present principal occupation or employment, and
material occupations, positions, offices or employments for the past five years
of our sole director and executive officers.
Name
|
Age
|
Positions
and Offices Held
|
||
Dingliang
Kuang
|
40
|
Chairman,
President, Chief Executive Officer, Chief Financial Officer and
Director
|
Dingliang Kuang. On
March 12, 2007, Dingliang Kuang was appointed Chairman, President, Chief
Executive Officer, Chief Financial Officer and a director of the Company. Since
December 2006, Mr. Kuang has been the executive director of Chongqing Qiluo
Textile Co., Ltd., our wholly owned subsidiary. From January 2005
to present, Mr. Kuang has been the General Manager of Chongqing
Xinshengxiang Industrial Development Co., Ltd., a Chinese limited
company, which specializes in the production of canned foods. From January
2002 to December 2005, Mr. Kuang was the General Manager of Chongqing Xinsheng
Industrial Development Co., Ltd., also a Chinese limited company,
which specializes in the production of canned foods.
The Board
of Directors has not established an audit committee and does not have an audit
committee financial expert. The Board is of the opinion that an audit committee
is not necessary since the Company has only one director, and to date such
director has been performing the functions of an audit committee.
26
Code
of Ethics
We do not
currently have a Code of Ethics applicable to our principal executive, financial
or accounting officer.
Compliance
with Section 16(a) of the Exchange Act
Pursuant
to Section 16(a) of the Securities Exchange Act of 1934 and the rules issued
thereunder, our sole director and executive officers and any persons holding
more than 10% of our common stock are required to file with the Commission
reports of their initial ownership of our common stock and any changes in
ownership of such common stock. Copies of such reports are required to be
furnished to us. Based solely upon a review of Forms 3, 4 and 5 furnished to
Franklin Towers, Franklin Towers is aware of none persons who during the fiscal
year ended December 31, 2009 were directors, officers, or beneficial owners of
more than ten percent of the common stock of Franklin Towers who fileed, on a
timely basis, reports required by Section 16(a) of the Securities Exchange Act
of 1934, as amended, during such fiscal year or previously.
Item
11. Executive Compensation
Summary Compensation
Table
The table
below summarizes all compensation awarded to, earned by, or paid to our
Principal Executive Officers for the years ended December 31, 2009 and
2008.
Name
|
Title
|
Year
|
Commission
|
Bonus
|
Stock
awards
|
Option
Awards
*
|
Non-
equity
Incentive
plan
compen-
sation
|
Non
qualified
deferred
compen-
sation
|
All
other
Compen-
sation
|
Total
|
||||||||||||||||||||||||||
Dingliang
Kuang
|
President
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||||||||||
Dingliang
Kuang [1]
|
President
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
On March
12, 2007, Ms. Kelly Fan resigned from her positions as director, President,
Chief Executive Officer, Treasurer, Chief Financial Officer of the Company. On
the same date, the Board of Directors of the Company appointed Dingliang Kuang
as a director and as the Chief Executive Officer, President, Chief Financial
Officer, Treasurer and Secretary of the Company.
27
Summary Equity Awards
Table
The
following table sets forth certain information for our executive officers
concerning unexercised options, stock that has not vested, and equity incentive
plan awards as of December 31, 2009.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2009
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
|
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
|
||||||||||||||||||||||||
Dingliang
Kuang
|
0 | 0 | 0 | 0 |
None
|
0 | 0 | 0 | 0 |
Narrative disclosure to
summary compensation and option tables
We have
no agreement, oral or written, to pay Mr. Kuang.
At no
time during the last fiscal year with respect to any person listed in the Table
above was there:
|
·
|
any
outstanding option or other equity-based award repriced or otherwise
materially modified (such as by extension of exercise periods, the change
of vesting or forfeiture conditions, the change or elimination of
applicable performance criteria, or the change of the bases upon which
returns are determined;
|
|
·
|
any
waiver or modification of any specified performance target, goal or
condition to payout with respect to any amount included in non-stock
incentive plan compensation or
payouts;
|
|
·
|
any
option or equity grant;
|
|
·
|
any
non-equity incentive plan award made to a named executive
officer;
|
|
·
|
any
nonqualified deferred compensation plans including nonqualified defined
contribution plans; or
|
|
·
|
any
payment for any item to be included under All Other Compensation in the
Summary Compensation Table.
|
Board of
Directors
Director
Compensation
Name
|
Year
ended
December
31,
2009
|
Fees
earned
or
paid
in
cash
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Non-equity
incentive
plan
compensation
($)
|
Nonqualified
deferred
compensation
earnings
($)
|
All
other
compensation
($)
|
Total
($)
|
||||||||||||||||||||||||
Dingliang
Kuang
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
28
Narrative
to Director Compensation Table
We have
no compensation arrangements (such as fees for retainer, committee service,
service as chairman of the board or a committee, and meeting attendance) with
directors.
Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
The
following table lists, as of April 12, 2010, the number of shares of common
stock beneficially owned by (i) each person or entity known to us to be the
beneficial owner of more than 5% of the outstanding common stock; (ii) each of
our officers and directors; and (iii) all officers and directors as a group.
Information relating to beneficial ownership of common stock by our principal
shareholders and management is based upon information furnished by each person
using "beneficial ownership" concepts under the rules of the Securities and
Exchange Commission. Under these rules, a person is deemed to be a beneficial
owner of a security if that person has or shares voting power, which includes
the power to vote or direct the voting of the security, or investment power,
which includes the power to vote or direct the voting of the security. The
person is also deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within 60 days. Under the
Securities and Exchange Commission rules, more than one person may be deemed to
be a beneficial owner of the same securities, and a person may be deemed to be a
beneficial owner of securities as to which he or she may not have any pecuniary
beneficial interest. Except as noted below, each person has sole voting and
investment power.
The
percentages below are calculated based on 123,484,045 shares of our common stock
issued and outstanding as of April 12, 2010.
Name
of Beneficial Owner
|
Class
of Stock
|
Number
of
Shares
Beneficially
Owned
|
Percent
of
Class
Beneficially
Owned
|
|||||
Directors
and Officers:
|
||||||||
Dingliang
Kuang(1)
88
Julong Road
Lidu
Economic Development Zone, Fulin, Chongqing
|
Common
Stock
|
21,868,300
|
(2)
|
17.71
|
%
|
|||
5%
Shareholders:
|
||||||||
Xinshengxiang
Industrial Development Co., Ltd.
88
Julong Road
Lidu
Economic Development Zone, Fulin, Chongqing
China
|
Common
Stock
|
17,100,000
|
(3)
|
13.85
|
%
|
|||
All
directors and executive officers as a group (1 person)
|
Common
Stock
|
21,868,300
|
(2)(3)
|
17.71
|
%
|
(1)
|
On
March 12, 2007, the Board of Directors of the Company appointed Dingliang
Kuang as a director and as the Chief Executive Officer, President, Chief
Financial Officer, Treasurer and Secretary of the
Company.
|
29
(2)
|
On
December 10, 2007, we issued 1,322,000 shares of our common stock to
Diangliang Kuang upon the conversion of 125,000 shares of Series A
Convertible Preferred Stock. Each share of Series A Convertible Preferred
Stock was converted into 10.576 shares of our common stock. Diangliang
Kuang also owns an additional 450,000 shares of our common stock.
Diangliang Kuang is the principal owner and manager of Xinshengxiang
Industrial Development Co., Ltd. and thus has voting, investment, and
dispositive control over the shares of Franklin’s capital stock owned by
Xinshengxiang Industrial Development Co., Ltd. Accordingly, Mr. Kuang is
also deemed to be the indirect beneficial owner the shares of Franklin’s
capital stock owned by Xinshengxiang Industrial Development Co., Ltd. Mr.
Kuang thus directly and indirectly (by Xinshengxiang Industrial
Development Co., Ltd.) owns 21,868,300 shares of Franklin’s common stock.
As such, Mr. Kuang directly and indirectly holds approximately 17.71% of
the issued and outstanding shares of Franklin’s capital stock entitled to
vote.
|
(3)
|
Xinshengxiang
Industrial Development Co., Ltd. and Dingliang Kuang, the former majority
holders of of Qiluo, and the holders of 17,100,000 shares of our common
stock, have pledged such shares as additional security for our obligation
to investors made in connection with the offering of the secured
convertible promissory notes held in September
2007.
|
Item
13. Certain Relationships and Related Transactions, and Director
Independence.
On June
19, 2007, Franklin issued 4,750,000 shares of its Series A Convertible Preferred
Stock to Xinshengxiang Industrial Development Co., Ltd. The foregoing shares
were issued pursuant to the Share Purchase Agreement, dated June 19, 2007, among
Franklin, Qiluo, Xinshengxiang Industrial Development Co., Ltd. and the other
stockholders of Qiluo. In consideration for such shares, Xinshengxiang
Industrial Development Co., Ltd. conveyed to Franklin all of its shares of the
registered capital of Qiluo. Xinshengxiang Industrial Development Co., Ltd also
owns 17,100,000 shares of Franklin Towers’ issued and outstanding shares of
common stock as a result of the foregoing transaction. Kelly Fan, our former
President, Chief Executive Officer, Chief Financial Officer, and Director,
transferred without consideration to the Qiluo Shareholders 18,000,000 shares of
the common stock of Franklin which were issued and outstanding and held by Ms.
Fan. Such shares were allocated between the Qiluo Shareholders as follows:
17,100,000 shares to Xinshengxiang Industrial Development Co., Ltd.; 450,000
shares to Dingliang Kuang; and 450,000 shares to Yue Kuang. Mr.
Diangliang Kuang, our Chariman, President and Director, is the principal owner
and manager of Xinshengxiang Industrial Development Co., Ltd.
On
December 10, 2007, Xinshengxiang Industrial Development Co., Ltd., converted
4,750,000 shares of our outstanding Series A Convertible Preferred Stock into
50,236,000 shares of common stock. Xinshengxiang Industrial Development Co.,
Ltd. subsequently transferred such shares to its 275 shareholders.
On June
19, 2007, Franklin issued to Diangliang Kuang 125,000 shares of Series A
Convertible Preferred shares. Such shares were converted into 1,322,000 shares
of common stock on December 10, 2007. Mr. Kuang also directly owns 3,446,300
shares of common stock, 2,996,300 shares of which were acquired as a result of
Xinshengxiang Industrial Development Co., Ltd distribution to its shareholders
and 450,000 shares of which were acquired in the June 19, 2007 transfer from
Kelly Fan, our President and Chief Executive Officer. Mr. Kuang is also deemed
to be the indirect beneficial owner the 17,100,000 shares of the common stock
owned by Xinshengxiang Industrial Development Co., Ltd. Accordingly, Mr. Kuang
directly and indirectly owns 21,868,300 shares of our common stock, which is
approximately 17.71% of our issued and outstanding shares of common
stock.
30
Xinshengxiang
Industrial Development Co., Ltd. leases to Qiluo the building containing Qiluo’s
offices and principal place of business. Such building has an area equal to
122,700 square feet and is located at 88 Julong Road, Lidu Economic Development
Zone, Fulin, Chongqing. Qiluo leases such building pursuant to a lease
agreement, dated January 28, 2007, between Qiluo, as tenant, and Xinshengxiang
Industrial Development Co., Ltd., as landlord. The term of the lease is twenty
years and the annual rental payment is RMB 200,000 ($29,300).
During
2007, the Company received funds from and advanced funds to Xinshengxiang, one
of its significant shareholders for working capital purposes. As of December 31,
2007, the excess advanced payments to Xinshengxiang amounted to $2,019,685. The
Company has accounted for this excess as a nonreciprocal transfer in 2007 and
recorded the overpayment as a direct reduction of additional paid-in capital.
Xinshengxiang repaid $1,722,656 in cash during the year ended December 31, 2008
and the Company recorded the repayments as an increase in additional paid-in
capital.
During
the three months ended March 31, 2008, the Company acquired four silk reeling
machines and an automobile from Xinshengxiang valued at a total of $253,617
(1,850,000 RMB), which the parties agreed to be treated as a repayment of the
nonreciprocal funds transferred in 2007. The Company recorded the $253,617
repayment as an increase in additional paid-in capital.
During
the year ended December 31, 2008, the Company and Xinshengxiang agreed to offset
the Company’s $43,412 rent liability to Xinshengxiang and treat the $43,412 as a
repayment of the nonreciprocal funds transferred in 2007. The Company recorded
the $43,412 repayment as an increase in additional paid-in capital.
As of
December 31, 2009 and 2008, the unpaid balance of the nonreciprocal funds
transferred to Xinshengxiang in 2007 is $0.
During
the three months ended March 31, 2008, the Company purchased approximately 42.3
tons raw material–cocoon for $301,455 (2,198,960 RMB) at market price from
Xinshengxiang.
Chongqing
Guojing Silk Company, Ltd. (“Guojing Silk”), is controlled by the brother-in-law
of Mr. Kuang, indirect majority stockholder and chief executive officer of the
Company. On January 20, 2009, Qiluo jointly with Chongqing Guojing Silk Company,
Ltd. (“Guojing Silk”), Mr. Wensheng Chen and Mr. Songbai Zhong, obtained a short
term credit line in the amount of 30,000,000 RMB ($4,395,000) from Chongqing
Shan Xia Bank. The loan is collateralized with the assets of Guojing Silk and
real estate property of Mr. Wensheng Chen and Mr. Songbai Zhong. From this
jointly acquired credit line, Qiluo received 15,000,000 RMB ($2,197,500),
Guojing Silk received 10,000,000 RMB ($1,465,000), Mr. Chen received 3,000,000
RMB ($439,500), and Mr. Zhong received 2,000,000 RMB ($293,000).
In March
2009, Qiluo borrowed 31,500,000 RMB ($4,611,600) from Chongqing Guojing Silk
Company, Ltd.(“Guojing Silk”) and simultaneously delivered a bank acceptance
(from Shan Xia Bank) for the same amount to Guojing Silk. Under the related
agreement with Shan Xia Bank, use of the 31,500,000 RMB is not permitted while
the bank acceptance is outstanding. Qiluo returned the 31,500,000 RMB in
September 2009.
31
During
the nine months ended September 30, 2008, the Company received funds from and
advanced funds to Guojing Silk for working capital purposes. As of September 30,
2009, the excess advanced payments to Guojing Silk amounted to $498,312
(3,401,450 RMB), which was reported under the caption of “Other receivables”.
During the fourth quarter of 2009, Guojing Silk repaid the receivable. As of
December 31, 2009, receivable from Guojing was $0.
On March
25, 2009, Xin Shengxiang Industrial Development Co., Ltd, (“Xinshengxiang”), a
major shareholder of the Company borrowed 4,000,000 RMB from Jin Cheng Small
Loans Company, Ltd. (Jincheng”) and advanced the funds to the Company. The short
term loan was due by November 24, 2009 and bore interest at 21.24%
per annum. This loan was paid in full as of December 31, 2009.
On
September 29, 2009, Mr. Dingliang Kuang (“Mr. Kuang”), the Chief Executive
Officer and a major shareholder of the Company, borrowed 6,000,000 RMB from
Jincheng and advanced the funds to the Company. The short term loan
was due by October 28, 2009 and bore interest at 19.44% per annum. This loan was
paid in full as of December 31, 2009.
Director
Independence
We are
not subject to the listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent directors.”
Currently, we have only one director and we believe that such directors
currently does not meet the definition of "independent" as promulgated by the
rules and regulations of Nasdaq.
Item
14. Principal Accountant Fees and
Services
|
Our Board
of Directors unanimously approved 100% of the fees paid to the principal
accountant for audit-related, tax and other fees. Our Board of Directors
pre-approves all non-audit services to be performed by the auditor.
The
percentage of hours expended on the principal accountant's engagement to audit
our financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant's full-time,
permanent employees was $0.
Audit
Fees
Michael
T. Studer CPA P.C. provided audit services to Franklin Towers in connection with
its annual report for the fiscal year ended December 31, 2008. The aggregate
fees billed by Michael T. Studer CPA P.C. for the audit of Franklin Towers’
annual financial statements during the fiscal year ended December 31, 2008 was
$50,000 and during the fiscal year ended December 31, 2009 was
$55,000.
Audit
Related Fees
Michael
T. Studer CPA P.C. billed no fees in 2008 or 2009 for professional services
rendered to Franklin Towers that are reasonably related to the audit or review
of Franklin Towers’ financial statements that are not disclosed in “Audit Fees”
above.
32
Tax
Fees
Michael
T. Studer CPA P.C. billed no fees in 2008 or 2009 for professional services
rendered to Franklin Towers in connection with the preparation of Franklin
Towers’ tax returns for the respective periods.
All
Other Fees
Michael
T. Studer CPA P.C. billed no fees in 2008 or 2009 for other professional
services rendered to Franklin Towers or any other services not disclosed
above.
Audit
Committee Pre-Approval
Franklin
Towers does not have a standing audit committee. Therefore, all services
provided to the Company by Michael T Studer CPA P.C., as detailed above, were
pre-approved by Franklin Towers’ board of directors.
Item
15. Exhibits, Financial Statement Schedules
Exhibit
No.
|
Description
|
|
31.1
|
Certification
Of Chief Executive Officer/Chief Financial Officer Pursuant To Section
302(A) Of The Sarbanes-Oxley Act Of 2002.
|
|
32.1
|
Certification
of Chief Executive Officer/Chief Financial Officer Pursuant To 18 U.S.C.
Section 1350 As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley
Act Of 2002.
|
33
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date:
April 15, 2010
|
FRANKLIN
TOWERS ENTERPRISES, INC.
|
||
By:
|
/s/ Dingliang
Kuang
|
||
Name:
|
Dingliang
Kuang
|
||
Title:
|
President,
Chief Executive Officer,
|
||
Chairman,
and Director (Principal
|
|||
Executive,
Financial, and Accounting Officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Signature
|
Title
|
Date
|
||
/s/
Dingliang Kuang
|
Director,
President, Chief Executive
|
April
15, 2010
|
||
Name:
Dingliang Kuang
|
Officer
and Chairman
|
34