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8-K/A - VIBROSAUN INTERNATIONAL, INC.super8k091510final.htm
EX-2.1 - SHARE EXCHANGE AGREEMENT - VIBROSAUN INTERNATIONAL, INC.newseaex.htm


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of Festive Lion Limited and Subsidiaries


We have audited the accompanying balance sheets of Festive Lion Limited and Subsidiaries as of December 31, 2009 and 2008, and the related statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2009. Festive Lion Limited and Subsidiaries’ management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.


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


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Festive Lion Limited and Subsidiaries as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.


s/Madsen & Associates CPA’s, Inc.

Madsen & Associates CPA’s, Inc.

 

 

Salt Lake City, Utah

September 15, 2010

 

 

 

 

 

 






FESTIVE LION LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2009 and 2008


 

 

 

 

2009

 

2008

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

     Cash and cash equivalents

 

 

$

21,000

$

14,744

     Deposits and other receivables

 

 

 

23,843

 

-

         Total current assets

 

 

 

44,843

 

14,744

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

 

2,049,811

 

1,925,108

Long term deposits

 

 

 

110,642

 

-

 

 

 

 

 

 

 

Total assets

 

 

$

2,205,296

$

 1,939,852

 

 

 

 

 

 

 


Liabilities and stockholders’ equity

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

     Accounts payable

 

 

$

92,067

$

-

     Deferred service revenue

 

 

 

124,208

 

-

     Accrued expenses and other payables

 

 

 

38,244

 

-

     Taxes payable

 

 

 

1,058,443

 

13,182

     Amount due to a related party

 

 

 

28,134

 

-

     Amount due to a shareholder

 

 

 

713,384

 

1,742,244

         Total current liabilities

 

 

 

2,054,480

 

1,755,426

 

 

 

 

 

 

 

         Total liabilities

 

 

$

 2,054,480

$

 1,755,426

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

     Common stock: Par value $1 per share; 50,000 shares authorized, issued and outstanding in 2009 and 2008, respectively

 

 

$

50,000

$

50,000

     Additional paid in capital

 

 

 

87,000

 

87,000

     Retained earnings

 

 

 

-

 

37,274

     Accumulated other comprehensive income

 

 

 

13,816

 

10,152

          Total stockholders’ equity

 

 

$

 150,816

$

 184,426

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

 

$

 2,205,296

$

 1,939,852

 

 

 

 

 

 

 


See accompanying notes to consolidated financial statements




 FESTIVE LION AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

Year ended December 31, 2009 and 2008


 

 

2009

 

2008

 

 

 

 

 

Revenues

$

6,066,241

$

690,720

 

 

 

 

 

Cost of services

 

2,698,659

 

468,005

 

 

 

 

 

Gross profit

 

3,367,582

 

222,715

 

 

 

 

 

Expenses

 

 

 

 

     Selling and distribution

 

195,537

 

-

     General and administrative

 

320,862

 

170,960

Total operating expenses

 

516,399

 

170,960

 

 

 

 

 

Operating profit

 

2,851,183

 

51,755

 

 

 

 

 

Other income/(expenses)

 

 

 

 

     Other income

 

175,798

 

-

     Other expenses

 

(40,686)

 

-

Total other income

 

135,112

 

-

 

 

 

 

 

Income before provision for income taxes

 

2,986,295

 

51,755

 

 

 

 

 

Provision for income taxes

 

746,574

 

12,939

 

 

 

 

 

Net income

$

2,239,721

$

38,816

 

 

 

 

 

Other comprehensive income

 

 

 

 

     Gain on foreign currency translation

 

3,664

 

10,216

 

 

 

 

 

Total comprehensive income

$

2,243,385

$

49,032

 

 

 

 

 

 

 

 

 

 

Earnings per share, basic and diluted

$

44.79

$

0.78

 

 

 

 

 

Weighted average number of shares outstanding, basic and diluted

 

50,000

 

50,000



See accompanying notes to consolidated financial statements





 FESTIVE LION LIMITED AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY

Years ended December 31, 2009 and 2008


 

 

 

 

 Common stock

 

Additional paid in capital

 

 Retained earnings/

 (Accumulated deficits)

 

Accumulated other

comprehensive income/(loss)

 

 Total equity

 

Number of shares

 

 Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2008

 

 50,000

 $

 50,000

 $

 87,000

 $

(1,542)

 $

(64)

 $

 135,394

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year

 

-

 

-

 

-

 

38,816

 

-

 

 38,816

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

-

 

-

 

-

 

-

 

10,216

 

 10,216

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2008 and January 1, 2009

 

50,000

 $

50,000

 $

 87,000

 $

37,274

 $

10,152

 $

184,426

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year

 

-

 

-

 

-

 

2,239,721

 

-

 

2,239,721

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend paid

 

-

 

-

 

-

 

(2,276,995)

 

-

 

 (2,276,995)

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

-

 

-

 

-

 

-

 

3,664

 

3,664

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2009

 

50,000

 $

50,000

$

87,000

$

-

$

13,816

$

150,816


See accompanying notes to consolidated financial statements






 FESTIVE LION LIMITED AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31, 2009 and 2008



 

 

2009

 

2008

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

Net income

$

2,239,721

$

38,816

Adjustments to reconcile net income to net cash provided by

operating activities:

 

 

 

 

Depreciation expense

 

368,616

 

474,627

Changes in operating assets and liabilities:

 

 

 

 

Decrease in deposits and other receivables

 

34,771

 

-

Increase in accounts payable

 

7,906

 

-

Decrease in deferred service revenue

 

(164,018)

 

-

Decrease in accrued expenses and other payables

 

(21,377)

 

-

Increase in taxes payable

 

1,045,261

 

13,182

 

 

 

 

 

Net cash provided by operating activities

 

3,510,880

 

526,625

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Additions to property, plant and equipment

 

(494,545)

 

(22,175)

 

 

 

 

 

Net cash used in investing activities

 

(494,545)

 

(22,175)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Increase in amount due to a related party

 

28,134

 

-

Decrease in amount due to a shareholder

 

(766,108)

 

(359,880)

Dividend paid

 

(2,276,995)

 

-

 

 

 

 

 

Net cash used in financing activities

 

(3,014,969)

 

(359,880)

 

 

 

 

 

Net increase in cash and cash equivalents

 

1,366

 

144,570

 

 

 

 

 

Effect of foreign exchange rate changes

 

4,890

 

(137,543)

 

 

 

 

 

Cash and cash equivalents at January 1

 

14,744

 

7,717

 

 

 

 

 

Cash and cash equivalents at December 31

$

21,000

$

14,744

 

 

 

 

 

Supplement disclosure of cash flows information:

 

 

 

 

Cash paid for income taxes

$

-

$

-

 

 

 

 

 

Non cash financing activities:

 

 

 

 

Transfer of assets and liabilities from a related party – net

$

(262,752)

$

-


See accompanying notes to consolidated financial statements




FESTIVE LION LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2009 and 2008



NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES


Festive Lion Limited (“Festive Lion”), was incorporated on November 20, 2009 under the laws of British Virgin Islands (the “BVI”). Festive Lion and its subsidiaries (collectively known as the “Company”) are principally engaged in the provision of beauty services in the People’s Republic of China (“PRC” or “China”).


As of December 31, 2009, the details of the Company’s subsidiaries are summarized as follows:



Name

 

Domicile and date of incorporation

 


Paid-in capital

 

Effective ownership

 


Principal activities

 

 

 

 

 

 

 

 

 

Festive Lion

 

BVI

November 20, 2009

 

$50,000

 

100%

 

Investment holding

 

 

 

 

 

 

 

 

 

World Alliance Holdings Limited (“World Alliance”)

 

Hong Kong Special Administrative Region (“HKSAR”)

November 5, 2009

 

HK$10,000

 

100%

 

Investment holding

 

 

 

 

 

 

 

 

 

Shenzhen Cleopatra Beauty and Salon Company Limited (“Cleopatra”)

 

The PRC

October 29, 2007

 

RMB1,000,000

 

100%

 

Provision of beauty services in the PRC

 

 

 

 

 

 

 

 

 

As of December 31, 2009, Cleopatra operates a clubhouse in Shenzhen, the PRC, with a beauty center, a salon center and spa facilities (the “Clubhouse”).


The Clubhouse was established in February 2007 by Mr. Xu Yong Ping, one of Cleopatra and the Company’s shareholders, as a private entity. For future expansion, Mr. Xu established Cleopatra with another shareholder in October 2007 to own and operate the Clubhouse.


The shareholders also entered into the following transitional arrangements (the “Transitional Arrangements”) for the transfer of Clubhouse operations to Cleopatra:


(i)

Mr. Xu transferred the Clubhouse’s property, plant and equipment with a net book value of $2,304,218 to Cleopatra in November 2007.

(ii)

Cleopatra was solely responsible for the management of the Clubhouse’s property, plant and equipment from November 2007 to December 2008. In return, Cleopatra entered into an agreement to receive management fee income of RMB400,000 per month from Mr. Xu.

(iii)

The Clubhouse operations were not transferred to the Company until January 1, 2009. Prior to the transfer of these operations, Mr. Xu operated the clubhouse as a sole proprietor. According to the agreement, Mr. Xu was entitled to the net proceeds (if any) arising from the Clubhouse operations during the period from November 2007 to December 2008, and bore all risks associated with the operations during that period of time.

(iv)

Mr. Xu transferred the Clubhouse’s operations, together with certain operating assets of $169,256 and obligations of $432,008, to the Company on January 1, 2009. (See also footnote 13)


On December 7, 2009, Festive Lion acquired 100% ownership of World Alliance. On June 8, 2010, World Alliance obtained an approval from the Trade and Industry Bureau of Lo Wu District, Shenzhen City, the PRC, to acquire 100% ownership of Cleopatra. Immediate after the transaction, Cleopatra became a wholly owned foreign enterprise registered in the PRC.


The above transactions were accounted for as reverse acquisition, whereby Festive Lion recognized the assets and liabilities transferred at their carrying amounts. Accordingly, Festive Lion’s historical financial statements have been prepared to give retroactive effect to these mergers, and represent the operations of World Alliance and Cleopatra. Subsequent to the above share transactions, Cleopatra became the surviving business of the Company.






NOTE 2 – PRINCIPLES OF CONSOLIDATION


The accompanying consolidated financial statements for the years ended December 31, 2009 and 2008 include the accounts of the Company and the Company’s subsidiaries (see Note 1). The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America, and all significant intercompany balances and transactions have been eliminated. The functional currency for the majority of the Company’s operations is the Renminbi (“RMB”), while the reporting currency is the US Dollar.


NOTE 3– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(a)

Economic and Political Risk


The Company’s major operations are conducted in China. Accordingly, the political, economic, and legal environments in the PRC, as well as the general state of the PRC’s economy may influence the Company’s business, financial condition, and results of operations.


The Company’s major operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.


(b)

Cash and Cash Equivalents


The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.  The Company maintains bank accounts in Hong Kong and China.


(c)

Property, Plant and Equipment


Property, plant and equipment are carried at cost less accumulated depreciation. The cost of maintenance and repairs is charged to the statement of income as incurred, whereas significant renewals and betterments are capitalized. The cost and the related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.


(d)

Other Intangible Assets with Definite Lives


Other long-lived assets and intangible assets with definite lives, including cost of setting up information systems, are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is deemed to not be recoverable, an impairment loss is recorded as the amount by which the carrying amount of the long-lived asset exceeds its fair value.


(e)

Depreciation and Amortization


The Company provides for depreciation of plant and equipment principally by use of the straight-line method for financial reporting purposes.


(f)

Accounting for the Impairment of Long-Lived Assets


The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.


(g)

Income Tax


Income taxes are based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. The Company periodically assesses the need to establish valuation allowances against its deferred tax assets to the extent the Company no longer believes it is more likely than not that the tax assets will be fully utilized.

 




The Company evaluates a tax position to determine whether it is more likely than not that the tax position will be sustained upon examination, based upon the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is subject to a measurement assessment to determine the amount of benefit to recognize and the appropriate reserve to establish, if any. If a tax position does not meet the more-likely-than-not recognition threshold, no benefit is recognized


In accordance with the relevant tax laws and regulations of PRC, the applicable corporation income tax rate was 25% for the years ended December 31, 2009 and 2008, respectively.  At times generally accepted accounting principles requires the Company to recognize certain income and expenses that do not conform to the timing and conditions allowed by the PRC.


(h)

Fair Value of Financial Instruments


The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, prepaid expenses and other receivables, amount due from/(to) directors, other liabilities, loans from related parties, debts, accounts payable, accrued expenses and other payables, and taxes payable.


The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

  

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented, due to the short maturities of these instruments and the fact that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profiles at respective year ends.


(i)

Revenue Recognition


Revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred, price has been fixed or is determinable, and collectibility is reasonably assured, on the following bases:


(i)

Service revenue and management fee income, when services have been rendered;

(ii)

Sublease revenue, on an accrual basis;

(iii)

Other revenue, when the right to receive payment has been established.


(j)

Earnings Per Share


Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of December 31, 2009 and 2008, there were no dilutive securities outstanding.


(k)

Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.


(l)

Retirement Benefits


The country of PRC mandates companies to contribute funds into the national retirement system, which benefits qualified employees based on where they were born within the country. The Company pays the required payment for qualified employees of the Company as a payroll tax expense. Very few employees in the Company fall under the mandatory conditions requiring the Company to pay as a payroll tax expense into the retirement system of the PRC.


The Company’s PRC subsidiaries are required to make appropriations to staff welfare fund, based on after-tax net income determined in accordance with generally accepted accounting principles of the People’s Republic of China (the “PRC GAAP”). Appropriations to the staff welfare fund are made at the discretion of the Board of Directors. The staff welfare fund is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation.


The Company provides no other retirement benefits to its employees.





(m)

Comprehensive Income


Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements.  Comprehensive income includes net income and the foreign currency translation gain, net of tax.


(n)

Foreign Currency Translation


The accompanying consolidated financial statements are presented in United States Dollars (US$). The functional currency of the Company is the Renminbi (RMB). Capital accounts of the consolidated financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year.  The translation rates are as follows:


 

 

 

 

 

2009

 

2008

                  

 

 

 

 

 

 

 

    Year end RMB : US$ exchange rate

 

 

 

 

0.1465

 

0.1466

    Average yearly RMB : US$ exchange rate

 

 

 

 

0.1464

 

0.1439

 

 

 

 

 

 

 

 

On July 21, 2005, the PRC changed its foreign currency exchange policy from a fixed RMB/US$ exchange rate into a flexible rate under the control of the PRC’s government.


The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.  No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.


(o)

Recent Accounting Pronouncements


In January 2010, the FASB issued Accounting Standards Update (“ASU”) ASU No. 2010-06, Improving Disclosures about Fair value Measurements, which amends ASC 820 to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. The ASU also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The ASU is effective for the first reporting period (including interim periods) beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early adoption is permitted. We do not expect that this ASU will have a significant impact on the consolidated financial statements or related disclosures.


In October 2009, the FASB issued guidance that supersedes certain previous rules relating to how a company allocates consideration to all of its deliverables in a multiple-deliverable revenue arrangement. The revised guidance eliminates the use of the residual method of allocation in which the undelivered element is measured at its estimated selling price and the delivered element is measured as the residual of the arrangement consideration and alternatively requires that the relative-selling-price method be used in all circumstances in which an entity recognizes revenue for an arrangement with multiple-deliverables. The revised guidance requires both ongoing disclosures regarding an entity’s multiple-element revenue arrangements as well as certain transitional disclosures during periods after adoption. All entities must adopt the revised guidance no later than the beginning of their first fiscal year beginning on or after June 15, 2010 with earlier adoption allowed. Entities may elect to adopt the guidance through either prospective application or through retrospective application to all revenue arrangements for all periods presented. The Company plans to adopt the revised guidance effective January 1, 2011. The Company does not believe the adoption of this new guidance will have a significant impact on the Company’s financial statements.


In August 2009, the FASB issued additional guidance clarifying the measurement of liabilities at fair value. When a quoted price in an active market for the identical liability is not available, the amendments require that the fair value of a liability be measured using one or more of the listed valuation techniques that should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. In addition the amendments clarify that when estimating the fair value of a liability, an entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendment also clarifies how the price of a traded debt security (i.e., an asset value) should be considered in estimating the fair value of the issuer’s liability. The amendments were effective immediately. The adoption of this amendment did not have a significant impact on the Company’s financial statements.




 

In June 2009, the Financial Accounting Standards Board (the "FASB") issued guidance which establishes the FASB Accounting Standards Codification (the “Codification” or “ASC”) as the official single source of authoritative GAAP. All existing accounting standards are superseded by the Codification, and all other accounting guidance not included in the Codification will be considered non-authoritative. The Codification also includes all relevant SEC guidance organized using the same topical structure in separate sections within the Codification. Following the Codification, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”), which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification. The Codification is not intended to change GAAP, but did change the way GAAP is organized and presented. The Codification was effective for interim and annual periods ending after September 15, 2009, and the Company adopted the provisions of the Codification beginning with financial statements issued after September 15, 2009. The impact on the Company’s financial statements is limited to disclosures, in that references to authoritative accounting literature no longer reference the prior guidance.

  

NOTE 4 – DEPOSITS AND OTHER RECEIVABLES


As of the balance sheet dates, the Company’s deposits and other receivables are summarized as follows:


 

 

 

 

2009

 

             2008

 

 

 

 

 

 

 

Rental deposits

 

 

$

110,642

$

-

Other receivables

 

 

 

23,843

 

-

 

 

 

 

134,485

 

-

Less: Long term rental deposits

 

 

 

  (110,642)

 

-

 

 


 


 


Current portion

 


$

23,843

$

-

 

 

 

 

 

 

 


NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET


As of the balance sheet dates, property, plant and equipment are summarized as follows:


 

Depreciable

lives

 

December 31,

2009

 

December 31,

2008

 

 

 

 

 

 

At cost:

 

 

 

 

 

    Machinery

2 - 5 years

 

1,051,731

 

557,944

    Fixtures and furniture

2 - 5 years

 

197,485

 

196,904

    Office equipment

5 years

 

27,474

 

27,493

    Leasehold Improvement

8 years

 

2,022,446

 

2,023,826

 

 

 

 

 

 

 

 

 

3,299,136

 

2,806,167

Less: Accumulated depreciation

 

 

 (1,249,325)

 

(881,059)

 

 

 

 

 

 

Property, plant and equipment, net

 

$

2,049,811

$

1,925,108

 

 

 

 

 

 


Depreciation expense for the years ended December 31, 2009 and 2008 was $368,616 and $474,627, respectively. The allocation of depreciation expense is summarized as follows:


 

 

Years ended December 31,

 

 

2009

 

2008

 

 

 

 

 

Included in cost of services

$

364,383

$

468,005

Included in general and administrative expenses

 

4,233

 

6,622

 

 

 

 

 

Total depreciation expense

$

368,616

$

474,627

 

 

 

 

 






NOTE 6 – DEFERRED SERVICE REVENUE


Deferred service revenue represents customer payments made in advance for future beauty services.  Revenue for these services is recognized as the services are performed.


NOTE 7 – AMOUNT DUE TO A RELATED PARTY


As of the balance sheet dates, the Company’s amount due to a related party is summarized as follows:


 

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Shenzhen Qiao Bai Cha Beauty and Salon Company Limited

 

 

$

28,134

$

-

 

 

 

 

 

 

 

Shenzhen Qiao Bai Cha Beauty and Salon Company Limited is a PRC entity owned by Mr. Xu Yong Ping, a shareholder of the Company. As of the balance sheet dates, the amounts are unsecured, interest free, and have no fixed terms of repayments.



NOTE 8 – AMOUNT DUE TO A SHAREHOLDER


The amount due to a shareholder represents advances from Mr. Xu Yong Ping to the Company.  As of the balance sheet dates, the balances are unsecured, interest free, and have no fixed terms of repayments.



NOTE 9 – TAXES PAYABLE


As of the balance sheet dates, the Company’s taxes payable are summarized as follows:


 

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Income tax payables

 

 

$

 760,256

$

  13,182

Service tax payables

 

 

 

 295,298

 

 -

Other tax payables

 

 

 

2,889

 

 -

 

 

 

 


 


Total

 

 

$

 1,058,443

$

  13,182

 

 

 

 

 

 

 


NOTE 10 – REVENUES


The components of the Company’s revenues are summarized as follows:


 

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Revenue – beauty services

 

 

$

6,066,241

$

 690,720

 

 

 

 


 

 

Total revenues

 

 

$

6,066,241

$

 690,720

 

 

 

 

 

 

 

Cleopatra operates a Clubhouse in Shenzhen, the PRC, with a beauty center, a salon center and spa facilities.


According the transitional arrangement as disclosed in Footnote 1, Mr. Xu Yong Ping, a shareholder of the Company, operated the Clubhouse by his own until January 1, 2009 and he was entitled to the net proceeds, if any, arising from the Clubhouse operations during the period. The Company was responsible for the management of the Clubhouse’s property, plant and equipment during the period for a management fee income of RMB400,000 per month.





NOTE 11 – OTHER INCOME


The Company’s other income is summarized as follows:


 

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Sublease rental income

 

 

$

95,160

$

-

Others

 

 

 

80,638

 

-

 

 

 

 


 

 

Total

 

 

$

175,798

$

-

 

 

 

 

 

 

 


NOTE 12 – PROVISION FOR INCOME TAXES


Income tax expense for the years ended December 31, 2009 and 2008 are summarized as follows:


 

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Current – PRC income tax provision

 

 

$

746,574

$

12,939

Deferred income tax provision

 

 

 

-

 

-

 

 

 

 

 

 

 

Total

 

 

$

746,574

$

12,939

 

 

 

 

 

 

 

A reconciliation of the expected tax with the actual tax expense is as follows:


 

 

 2009

 

 2008

 

 

 

 

 

 

 

 

 

Amount

%

 

Amount

%

 

 

 

 

 

 

 

Income/(loss) before provision for income taxes

$

2,986,295

 

 

51,755

 

 

 

 

 

 

 

 

China income tax expense at statutory tax rate of 25%

$

746,574

25.0

$

12,939

25.0


(i)

Cleopatra is subject to PRC tax. The provision for PRC income tax is based on a statutory rate of 25% of the assessable income of the PRC subsidiary as determined in accordance with the relevant income tax rules and regulations of the PRC.

(ii)

Festive Lion is not subject to tax in accordance with the relevant tax laws and regulations of the BVI.

(iii)

World Alliance did not generate any assessable profits since its incorporation and therefore is not subject to HKSAR tax.


NOTE 13 – MAJOR NON-CASH TRANSACTIONS


Pursuant to the Transitional Arrangements as mentioned in footnote 1, Mr. Xu, a shareholder of the Company, transferred the Clubhouse’s operations, together with certain operating assets of $169,256 and obligations of $432,008, to the Company on January 1, 2009. Details are summarized as follows:


 

 

Assets/(liabilities)

 

 

 

Assets:

 

 

Prepaid expenses and other receivables

 

169,256

 

 

 

Liabilities

 

 

Deferred service income

 

(288,226)

Accounts payable

 

(84,161)

Accrued expenses and other payables

 

(59,621)

 

 

(432,008)

 

 

 

Net amount

 

(262,752)

 

 

 

Represented by:

 

 

Increase in amount due from a shareholder

 

262,752







NOTE 14 – OPERATING LEASE ARRANGEMENTS


(a)

Lease Commitment – As lessee


As of December 31, 2009, the expected annual lease payment under a non-cancellable operating lease is as follows:


 

 

2009

For the years ending December 31,

 

 

2010

 

479,618

2011

 

479,618

2012

 

479,618

2013

 

479,618

2014

 

359,713

 

 

 

TOTAL

$

2,278,185


(b)

Lease Commitment – As lessor


The Company subleases part of the Clubhouse area under an operating lease arrangement. As of December 31, 2009, the expected receivable from a non-cancellable operating lease is as follows:


 

 

2009

For the years ending December 31,

 

 

2010

 

114,270

2011

 

114,270

2012

 

114,270

2013

 

114,270

2014

 

85,702

 

 

 

TOTAL

$

542,782

 

 

 


NOTE 15 – SUBSEQUENT EVENT


The Company has evaluated for disclosure all subsequent events occurring through September [15  ], 2010, the date the financial statements were issued and filed with the United States Securities and Exchange Commission.


On June 24, 2010, the Company entered into a share exchange transaction with Vibrosaun International, Inc. (“Vibrosaun”), a Neveda corporation, and the owners and majority shareholders of Festive Lion. According to the terms of this Agreement, Vibrosaun shall acquire all of the equity ownership of Festive Lion in exchange for a certain number of shares of the voting stock of Vibrosaun. Specifically, the Shareholders shall transfer all of the shares of Festive Lion held by them, constituting 100% ownership of FLL, to Vibrosaun in exchange for 57,000,000 shares of Vibrosaun’s common stock.





FESTIVE LION LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



 

 

 

 

June 30, 2010

(Unaudited)

 

December 31, 2009

(Audited)

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

      Cash and cash equivalents

 

 

$

208,245

$

21,000

Deposits and other receivables

 

 

 

1,024,496

 

23,843

Amount due from a related party

 

 

 

509,912

 

-

Total current assets

 

 

 

1,742,653

 

44,843

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

 

1,961,354

 

2,049,811

Long term deposits

 

 

 

111,398

 

110,642

 

 

 

 

 

 

 

Total assets

 

 

$

3,815,405

$

 2,205,296

 

 

 

 

 

 



Liabilities and stockholders’ equity

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

 

$

184,811

$

92,067

Deferred service revenue

 

 

 

299,295

 

124,208

Accrued expenses and other payables

 

 

 

292,590

 

38,244

Taxes payable

 

 

 

1,508,096

 

1,058,443

Amount due to a related party

 

 

 

-

 

28,134

Amount due to a shareholder

 

 

 

534,160

 

713,384

Total current liabilities

 

 

 

2,818,952

 

2,054,480

 

 

 

 

 

 

 

Total liabilities

 

 

 

 2,818,952

 

 2,054,480

 

 

 

 


 


Stockholders’ equity

 

 

 


 


Common stock: Par value $1 per share; 50,000 shares authorized, issued and outstanding

 

 

 

50,000

 

50,000

Additional paid in capital

 

 

 

87,000

 

87,000

Retained earnings

 

 

 

830,333

 

-

Accumulated other comprehensive income

 

 

 

29,120

 

13,816

Total stockholders’ equity

 

 

 

996,453

 

 150,816

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

 

$

 3,815,405

$

 2,205,296

 

 

 

 

 

 



See accompanying notes to consolidated financial statements




FESTIVE LION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)



 

 

For the six months ended June 30,

 

 

2010

 

2009

 

 

 

 

 

Revenues

$

3,598,790

$

2,691,947

 

 

 

 

 

Cost of services

 

1,791,878

 

1,296,163

 

 

 

 

 

Gross profit

 

1,806,912

 

1,395,784

 

 

 

 

 

Expenses

 

 

 

 

    Selling and distribution

 

514,325

 

153,552

    General and administrative

 

176,810

 

142,935

Total operating expenses

 

691,135

 

296,487

 

 

 

 

 

Operating profit

 

1,115,777

 

1,099,297

 

 

 

 

 

Other (expense)/income

 

 

 

 

    Other income

 

55,008

 

 47,580

    Other expenses

 

(63,674)

 

(30,510)

Total other (expense)/income

 

(8,666)

 

17,070

 

 

 

 

 

Income before provision for income taxes

 

1,107,111

 

1,116,367

 

 

 

 

 

Provision for income taxes

 

276,778

 

279,092

 

 

 

 

 

Net income

$

830,333

$

837,275

 

 

 

 

 

Other comprehensive income

 

 

 

 

    Gain/(loss) on foreign currency translation

 

15,304

 

(11,107)

 

 

 

 

 

Total comprehensive income

$

845,637

$

826,168

 

 

 

 

 

 

 

 

 

 

Earnings per share, basic and diluted

$

16.61

$

16.75

 

 

 

 

 

Weighted average number of shares outstanding, basic and diluted

 

50,000

 

50,000



See accompanying notes to consolidated financial statements





FESTIVE LION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



 

 

 

 

For the six months ended June 30,

 

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

 

$

830,333

$

 837,275

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation expense

 

 

 

213,656

 

194,206

Changes in operating assets and liabilities:

 

 

 

 

 

 

Increase in deposits and other receivables

 

 

 

(1,001,409)

 

(119,739)

Increase in amount due from a related party

 

 

 

(509,912)

 

-

Increase in accounts payable

 

 

 

92,744

 

70,382

Increase in deferred service revenue

 

 

 

175,087

 

316,023

Increase in accrued expenses and other payables

 

 

 

254,346

 

53,574

Increase in taxes payable

 

 

 

449,653

 

248,352

 

 

 

 

 

 

 

Net cash provided by operating activities

 

 

 

504,498

 

1,600,073

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

 

(111,245)

 

(1,499)

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

 

(111,245)

 

(1,499)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

(Decrease)/increase in amount due to a related party

 

 

 

 (28,134)

 

28,115

Decrease in amount due to a shareholder

 

 

 

(179,224)

 

(1,405,278)

 

 

 

 

 

 

 

Net cash used in financing activities

 

 

 

(207,358)

 

(1,377,163)

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

 

185,895

 

221,411

 

 

 

 

 

 

 

Effect of foreign exchange rate changes

 

 

 

1,350

 

(8,478)

 

 

 

 

 

 

 

Cash and cash equivalents at January 1

 

 

 

21,000

 

14,744

 

 

 

 

 

 

 

Cash and cash equivalents at June 30

 

 

$

208,245

$

227,677

 

 

 

 

 

 

 

Supplement disclosure of cash flows information:

 

 

 

 

 

 

Cash paid for income taxes

 

 

$

-

$

-


See accompanying notes to consolidated financial statements




FESTIVE LION LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2010


NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES


Festive Lion Limited (“Festive Lion”), was incorporated on November 20, 2009 under the laws of British Virgin Islands (the “BVI”). Festive Lion and its subsidiaries (collectively known as the “Company”) are principally engaged in the provision of beauty services in the People’s Republic of China (“PRC” or “China”).


As of June 30, 2010, the details of the Company’s subsidiaries are summarized as follows:



Name

 

Domicile and date of incorporation

 


Paid-in capital

 

Effective ownership

 


Principal activities

 

 

 

 

 

 

 

 

 

Festive Lion

 

BVI

November 20, 2009

 

$50,000

 

100%

 

Investment holding

 

 

 

 

 

 

 

 

 

World Alliance Holdings Limited (“World Alliance”)

 

Hong Kong Special Administrative Region (“HKSAR”)

November 5, 2009

 

HK$10,000

 

100%

 

Investment holding

 

 

 

 

 

 

 

 

 

Shenzhen Cleopatra Beauty and Salon Company Limited (“Cleopatra”)

 

The PRC

October 29, 2007

 

RMB1,000,000

 

100%

 

Provision of beauty services in the PRC

 

 

 

 

 

 

 

 

 

As of June 30, 2010, Cleopatra operates a clubhouse in Shenzhen, the PRC, with a beauty centre, a salon centre and spa facilities (the “Clubhouse”).


On December 7, 2009, Festive Lion acquired 100% ownership of World Alliance. On June 8, 2010, World Alliance obtained an approval from the Trade and Industry Bureau of Lo Wu District, Shenzhen City, the PRC, to acquire 100% ownership of Cleopatra. Immediate after the transaction, Cleopatra became a wholly owned foreign enterprise registered in the PRC.


The above transactions were accounted for as reverse acquisition, whereby Festive Lion recognized the assets and liabilities transferred at their carrying amounts. Accordingly, Festive Lion’s historical financial statements have been prepared to give retroactive effect to these mergers, and represent the operations of World Alliance and Cleopatra. Subsequent to the above share transactions, Cleopatra became the surviving business of the Company.


NOTE 2 – PRINCIPLES OF CONSOLIDATION


The unaudited interim financial statements of the Company and the Company’s subsidiaries (see Note 1) for the six months ended June 30, 2010 and 2009 have been prepared pursuant to the rules & regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading.  All significant intercompany balances and transactions have been eliminated. The functional currency for the majority of the Company’s operations is the Renminbi (“RMB”), while the reporting currency is the US Dollar.


NOTE 3– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(a)

Cash and Cash Equivalents


The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.  The Company maintains bank accounts in Hong Kong and China.


(b)

Fair Value of Financial Instruments


The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, prepaid expenses and other receivables, amount due from/(to) directors, other liabilities, loans from related parties, debts, accounts payable, accrued expenses and other payables, and taxes payable.





The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

  

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented, due to the short maturities of these instruments and the fact that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profiles at respective year ends.


(c)

Revenue Recognition


Revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred, price has been fixed or is determinable, and collectibility is reasonably assured, on the following bases:


(i)

Service revenue and management fee income, when services have been rendered;

(ii)

Sublease revenue, on an accrual basis;

(iii)

Other revenue, when the right to receive payment has been established.


(d)

Earnings Per Share


Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of June 30, 2010 and 2009, there were no dilutive securities outstanding.


(e)

Foreign Currency Translation


The accompanying consolidated financial statements are presented in United States Dollars (US$). The functional currency of the Company is the Renminbi (RMB). Capital accounts of the consolidated financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year.  The translation rates are as follows:


 

 

June 30,

2010

 

December 31,

2009

 

June 30,

2009

                  

 

 

 

 

 

 

   Period/year end RMB : US$ exchange rate

 

0.1475

 

0.1465

 

0.1464

   Average yearly RMB : US$ exchange rate            

 

0.1469

 

0.1464

 

0.1464

 

 

 

 

 

 

 


On July 21, 2005, the PRC changed its foreign currency exchange policy from a fixed RMB/US$ exchange rate into a flexible rate under the control of the PRC’s government.


The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.  No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.


(f)

Recent Accounting Pronouncements


In January 2010, the FASB issued Accounting Standards Update (“ASU”) ASU No. 2010-06, Improving Disclosures about Fair value Measurements, which amends ASC 820 to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. The ASU also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The ASU is effective for the first reporting period (including interim periods) beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early adoption is permitted. We do not expect that this ASU will have a significant impact on the consolidated financial statements or related disclosures.


In October 2009, the FASB issued guidance that supersedes certain previous rules relating to how a company allocates consideration to all of its deliverables in a multiple-deliverable revenue arrangement. The revised guidance eliminates the use of the residual method of allocation in which the undelivered element is measured at its estimated selling price and the delivered element is measured as the residual of the arrangement consideration and alternatively requires that the relative-selling-price




method be used in all circumstances in which an entity recognizes revenue for an arrangement with multiple-deliverables. The revised guidance requires both ongoing disclosures regarding an entity’s multiple-element revenue arrangements as well as certain transitional disclosures during periods after adoption. All entities must adopt the revised guidance no later than the beginning of their first fiscal year beginning on or after June 15, 2010 with earlier adoption allowed. Entities may elect to adopt the guidance through either prospective application or through retrospective application to all revenue arrangements for all periods presented. The Company plans to adopt the revised guidance effective January 1, 2011. The Company does not believe the adoption of this new guidance will have a significant impact on the Company’s financial statements.


In August 2009, the FASB issued additional guidance clarifying the measurement of liabilities at fair value. When a quoted price in an active market for the identical liability is not available, the amendments require that the fair value of a liability be measured using one or more of the listed valuation techniques that should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. In addition the amendments clarify that when estimating the fair value of a liability, an entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendment also clarifies how the price of a traded debt security (i.e., an asset value) should be considered in estimating the fair value of the issuer’s liability. The amendments were effective immediately. The adoption of this amendment did not have a significant impact on the Company’s financial statements.

 

In June 2009, the Financial Accounting Standards Board (the "FASB") issued guidance which establishes the FASB Accounting Standards Codification (the “Codification” or “ASC”) as the official single source of authoritative GAAP. All existing accounting standards are superseded by the Codification, and all other accounting guidance not included in the Codification will be considered non-authoritative. The Codification also includes all relevant SEC guidance organized using the same topical structure in separate sections within the Codification. Following the Codification, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”), which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification. The Codification is not intended to change GAAP, but did change the way GAAP is organized and presented. The Codification was effective for interim and annual periods ending after September 15, 2009, and the Company adopted the provisions of the Codification beginning with financial statements issued after September 15, 2009. The impact on the Company’s financial statements is limited to disclosures, in that references to authoritative accounting literature no longer reference the prior guidance.

  

NOTE 4 – DEPOSITS AND OTHER RECEIVABLES


As of the balance sheet dates, the Company’s deposits and other receivables are summarized as follows:


 

 

 

 

June 30,

2010

 

December 31,

2009

 

 

 

 

 

 

 

Rental deposits

 

 

$

 111,398

$

 110,642

Other receivables

 

 

 

 128,997

 

 23,843

Prepayment

 

 

 

 895,499

 

 -

 

 

 

 

 1,135,894

 

 134,485

Less: Long term rental deposits

 

 

 

 (111,398)

 

 (110,642)

 

 


 

 

 

 

Current portion

 


$

 1,024,496  

$

 23,843


NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET


As of the balance sheet dates, property, plant and equipment are summarized as follows:


 

Depreciable

lives

 

June 30,

2010

 

December 31,

2009

 

 

 

 

 

 

At cost:

 

 

 

 

 

Machinery

2 - 5 years

 

1,058,910

 

1,051,731

Fixtures and furniture

2 - 5 years

 

198,833

 

197,485

Office equipment

5 years

 

40,211

 

27,474

Leasehold Improvement

8 years

 

2,135,782

 

2,022,446

 

 

 

 

 

 

 

 

 

3,433,736

 

3,299,136

Less: Accumulated depreciation

 

 

(1,472,382)

 

(1,249,325)

 

 

 

 

 

 

Property, plant and equipment, net

 

$

1,961,354

$

2,049,811

 

Depreciation expense for the six months ended June 30, 2010 and 2009 was $213,656 and $194,206, respectively. The allocation of depreciation expense for the six months ended June 30, 2010 and 2009 is summarized as follows:


 

 

Six months ended June 30,

 

 

2010

 

2009

 

 

 

 

 

Included in cost of services

$

211,404

$

191,963

Included in general and administrative expenses

 

2,252

 

2,243

 

 

 

 

 

Total depreciation expense

$

213,656

$

194,206

 

 

 

 

 


NOTE 6 – DEFERRED SERVICE REVENUE


Deferred service revenue represents customer payments made in advance for future beauty services.  Revenue for these services is recognized as the services are performed.



NOTE 7 – AMOUNT DUE FROM/(TO) A RELATED PARTY


As of the balance sheet dates, the Company’s amount due from/(to) a related party is summarized as follows:


 

 

 

 

June 30,

2010

 

December 31,

2009

 

 

 

 

 

 

 

Shenzhen Qiao Bai Cha Beauty and Salon Company Limited

 

 

$

 509,912

$

 (28,134)

 

 

 

 

 

 

 

Shenzhen Qiao Bai Cha Beauty and Salon Company Limited is a PRC entity owned by Mr. Xu Yong Ping, a shareholder of the Company. As of the balance sheet dates, the amounts are unsecured, interest free, and have no fixed terms of repayments.



NOTE 8 – AMOUNT DUE TO A SHAREHOLDER


The amount due to a shareholder represents advances from Mr. Xu Yong Ping to the Company.  As of the balance sheet dates, the balances are unsecured, interest free, and have no fixed terms of repayments.



NOTE 9 – TAXES PAYABLE


As of the balance sheet dates, the Company’s taxes payable are summarized as follows:


 

 

 

 

June 30,

2010

 

December 31,

2009

 

 

 

 

 

 

 

Income tax payables

 

 

$

 1,016,985

$

 760,256

Service tax payables

 

 

 

 482,506

 

 295,298

Other tax payables

 

 

 

 8,605

 

 2,889

 

 

 

 

 

 

 

Total

 

 

$

 1,508,096

$

 1,058,443

 

 

 

 

 

 

 


NOTE 10 – REVENUES


The components of the Company’s revenues are summarized as follows:

 

 

 

 

For the six months ended June 30,

 

 

 

 

2010

 

2009

 

 

 

 


 


Revenue - Beauty services

 

 

$

3,598,790

$

2,691,947

 

 

 

 


 


Total revenues

 

 

$

3,598,790

$

2,691,947

 

 

 

 

 

 

 

Cleopatra operates a Clubhouse in Shenzhen, the PRC, with a beauty centre, a salon centre and spa facilities.






NOTE 11 – OTHER INCOME


The Company’s other income is summarized as follows:


 

 

 

 

For the six months ended June 30,

 

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Sublease rental income

 

 

$

 47,743

$

 47,580

Others

 

 

 

 7,265

 

 -

 

 

 

 

 

 

 

Total

 

 

$

 55,008

$

 47,580

 

 

 

 

 

 

 


NOTE 12 – PROVISION FOR INCOME TAXES


Income tax expense for the six months ended June 30, 2010 and 2009 are summarized as follows:


 

 

 

 

For the six months ended June 30,

 

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Current – PRC income tax provision

 

 

$

276,778

$

279,092

Deferred income tax provision

 

 

 

-

 

-

 

 

 

 

 

 

 

Total

 

 

$

276,778

$

279,092

 

 

 

 

 

 

 

A reconciliation of the expected tax with the actual tax expense is as follows:


 

 

 

For the six months ended June 30,

 

 

 

 

2010

 

 

2009

 

 

 

 

Amount

%

 

Amount

%

 

 

 

 

 

 

 

 

Income/(loss) before provision for income taxes

 

$

1,107,111

 

 

1,116,367

 

 

 

 

 

 

 

 

 

China income tax expense at statutory tax rate of 25%

 

$

276,778

25.0

$

279,092

25.0


(i)

Cleopatra is subject to PRC tax. The provision for PRC income tax is based on a statutory rate of 25% of the assessable income of the PRC subsidiary as determined in accordance with the relevant income tax rules and regulations of the PRC.

(ii)

Festive Lion is not subject to tax in accordance with the relevant tax laws and regulations of the BVI.

(iii)

World Alliance did not generate any assessable profits since its incorporation and therefore is not subject to HKSAR tax.



NOTE 13 – OPERATING LEASE ARRANGEMENTS


(a)

Lease Commitment – As lessee


As of June 30, 2010, the expected annual lease payment under a non-cancellable operating lease is as follows:


 

 

2010

June 30,

 

 

2011

 

566,603

2012

 

517,771

2013

 

482,891

2014

 

482,891

2015

 

120,723

 

 

 

     TOTAL

$

2,170,879


(b)

Lease Commitment – As lessor


The Company subleases part of the Clubhouse area under an operating lease arrangement. As of June 30, 2010, the expected receivable from a non-cancellable operating lease is as follows:


 

 

2009

June 30,

 

 

2011

 

115,050

2012

 

115,050

2013

 

115,050

2014

 

115,050

2015

 

28,763

 

 

 

     TOTAL

$

488,963

 

 

 


NOTE 14 – SUBSEQUENT EVENT


The Company has evaluated for disclosure all subsequent events occurring through September 14, 2010 the date the financial statements were issued.