Attached files
file | filename |
---|---|
EX-32.1 - FLURIDA GROUP INC | v204291_ex32-1.htm |
EX-32.2 - FLURIDA GROUP INC | v204291_ex32-2.htm |
EX-31.1 - FLURIDA GROUP INC | v204291_ex31-1.htm |
EX-31.2 - FLURIDA GROUP INC | v204291_ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
x QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
quarterly period ended June 30,
2010
¨TRANSITION
REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the
transition period from _____________________ to ______________
Commission
file number 333-151200
FLURIDA
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
3469
|
26-0688130
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard
Industrial Classification
Code Number)
|
IRS I.D.
|
800
West Fifth Avenue, Suite 210B
Naperville,
IL
|
60563
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer’s
telephone number: 630-778-8519
N/A
(Former
name, former address and former three months, if changed since last
report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes x
No ¨
Indicate
by check mark whether the registrant 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.
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
|||
Non-accelerated
filer
|
¨
|
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 ¨ No x
As of
August 1, 2010 there were 38,990,827 shares issued and outstanding of the
registrant’s common stock.
TABLE
OF CONTENTS
PART
I — FINANCIAL INFORMATION
|
3
|
|
Item
2. Management’s Discussion and Analysis or Plan of
Operation
|
25
|
|
Item
3. Quantitative and Qualitative Disclosure about Market
Risk
|
32
|
|
Item
4. Controls and Procedures
|
32
|
|
PART
II — OTHER INFORMATION
|
33
|
|
Item
1. Legal Proceedings
|
33
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
33
|
|
Item
3. Defaults Upon Senior Securities
|
33
|
|
Item
4. (Removed and Reserved)
|
33
|
|
Item
5. Other Information
|
33
|
|
Item
6. Exhibits
|
33
|
2
PART
I — FINANCIAL INFORMATION
FLURIDA
GROUP, INC.
(A
Development Stage Enterprise)
Financial
Statements
(Unaudited)
As
of June 30, 2010 and 2009
3
Table
of Contents
Condensed
Consolidated Balance Sheets
|
5
|
Condensed
Consolidated Statement of Operation
|
6
|
Condensed
Consolidated Shareholders Equity
|
7
|
Condensed
Consolidated Statement of Cash Flows
|
8
|
Notes
to Condensed Consolidated Financial Statements
|
9
|
4
FLURIDA
GROUP, INC.
(A
Development Stage Enterprise)
CONSOLIDATED
BALANCE SHEETS
June
30
|
December
31
|
December
31
|
||||||||||
2010
|
2009
|
2008
|
||||||||||
|
(
Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||
ASSETS
|
||||||||||||
Current
assets:
|
||||||||||||
Cash
and cash equivalents
|
$ | 127,783 | $ | 700,959 | $ | 605,932 | ||||||
Accounts
receivable, net
|
2,189,032 | 876,375 | 479,431 | |||||||||
Inventory
|
1,748,336 | 1,253,869 | 618,151 | |||||||||
Total
Current Assets
|
$ | 4,065,151 | $ | 2,831,203 | $ | 1,703,514 | ||||||
Property,
plant and equipment, net
|
$ | 12,778 | $ | - | $ | - | ||||||
Other
assets:
|
||||||||||||
Loan
to Supplier
|
$ | 278,091 | $ | 278,091 | $ | - | ||||||
Accrued
Interest Receivable
|
14,772 | 7,389 | - | |||||||||
Overpayment
Credit
|
15,129 | - | - | |||||||||
Total
Other Assets
|
$ | 307,992 | $ | 285,480 | $ | - | ||||||
TOTAL
ASSETS
|
$ | 4,385,921 | $ | 3,116,683 | $ | 1,703,514 | ||||||
LIABILITIES
& EQUITY
|
||||||||||||
Current
liabilities:
|
||||||||||||
Account
Payable
|
$ | 2,934,123 | $ | 1,830,077 | $ | 626,868 | ||||||
Unearned
Revenue
|
60,000 | - | - | |||||||||
Credit
Card Payable
|
- | 656 | 1,269 | |||||||||
Total
Current Liabilities
|
$ | 2,994,123 | $ | 1,830,733 | $ | 628,137 | ||||||
Stockholders'
Equity:
|
||||||||||||
Common
stock, $0.001 par value; 200,000,000 shares authorized; 38,990,827 shares
issued and outstanding.
|
$ | 38,991 | $ | 38,991 | $ | 38,991 | ||||||
Paid-in
capital
|
1,221,613 | 1,221,613 | 1,221,613 | |||||||||
Deficit
accumulated during the development stage
|
121,747 | (23,633 | ) | (214,698 | ) | |||||||
Accumulated
other comprehensive Income(Loss)
|
9,447 | 48,979 | 29,471 | |||||||||
Total
stockholders' equity
|
$ | 1,391,798 | $ | 1,285,950 | $ | 1,075,377 | ||||||
TOTAL
LIABILITIES & EQUITY
|
$ | 4,385,921 | $ | 3,116,683 | $ | 1,703,514 |
5
FLURIDA
GROUP, INC.
(A
Development Stage Enterprise)
CONSOLIDATED
STATEMENT OF OPERATION
Cumulative
from
|
||||||||||||||||||||
Six
Months Ended
|
Three
Months Ended
|
December
19, 2006
|
||||||||||||||||||
June
30
|
June
30
|
(Date
of Inception)
|
||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
to
June 30, 2010
|
||||||||||||||||
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||||||||
Revenues:
|
$ | 5,437,803 | $ | 4,545,077 | $ | 3,251,138 | $ | 3,040,753 | $ | 14,998,890 | ||||||||||
Cost
of Goods Sold
|
4,872,493 | 4,142,081 | 2,933,763 | 2,725,788 | 13,583,192 | |||||||||||||||
Gross
Profit
|
$ | 565,310 | $ | 402,996 | $ | 317,375 | $ | 314,965 | $ | 1,415,698 | ||||||||||
Operating
expenses:
|
||||||||||||||||||||
Research
and development
|
- | - | - | - | - | |||||||||||||||
Selling,
general and administrative expenses
|
427,145 | 221,916 | 229,088 | 84,178 | 1,298,887 | |||||||||||||||
Depreciation
and amortization expenses
|
168 | - | 168 | - | 168 | |||||||||||||||
Total
Operating Expenses
|
$ | 427,313 | $ | 221,916 | $ | 229,256 | $ | 84,178 | $ | 1,299,055 | ||||||||||
Operating
Income( Loss)
|
$ | 137,997 | $ | 181,080 | $ | 88,119 | $ | 230,787 | $ | 116,643 | ||||||||||
Investment
income, net
|
7,383 | 2,946 | 3,692 | 2,450 | 37,432 | |||||||||||||||
Interest
Expense, net
|
- | - | - | - | 625 | |||||||||||||||
Income(Loss)
before taxes
|
145,380 | 184,026 | 91,811 | 233,237 | 153,450 | |||||||||||||||
Income(Loss)
tax expense
|
- | - | - | - | 31,703 | |||||||||||||||
Net
Income(Loss)
|
$ | 145,380 | $ | 184,026 | $ | 91,811 | $ | 233,237 | $ | 121,747 | ||||||||||
Net
Income(Loss) per common share-Basics
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.01 | $ | 0.00 | ||||||||||
Net
Income(Loss) per common share-Diluted
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.01 | $ | 0.00 | ||||||||||
Other
comprehensive Income(Loss), net of tax:
|
||||||||||||||||||||
Foreign
currency translation adjustments
|
(39,532 | ) | (13,962 | ) | (23,703 | ) | 485 | 9,447 | ||||||||||||
Total
other comprehensive Income(Loss)
|
$ | (39,532 | ) | $ | (13,962 | ) | (23,703 | ) | 485 | $ | 9,447 | |||||||||
Comprehensive
Income(Loss)
|
$ | 105,848 | $ | 170,064 | $ | 68,108 | $ | 233,722 | $ | 131,194 |
6
FLURIDA
GROUP, INC.
(A
Development Stage Enterprise)
CONSOLIDATED
STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)
FOR
THE PERIOD ENDED June 30, 2010
Deficit
|
||||||||||||||||||||||||
Accumulated
|
Accumulated
|
|||||||||||||||||||||||
Additional
|
During
the
|
Other
|
Total
|
|||||||||||||||||||||
Common
Stock
|
Paid-in
|
Development
|
Comprehensive
|
Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Income
(Loss)
|
Equity
|
|||||||||||||||||||
Net
loss for the year ended December 31 , 2006
|
$ | (1,500 | ) | $ | (1,500 | ) | ||||||||||||||||||
Balance,
December 31, 2006
|
$ | (1,500 | ) | $ | (1,500 | ) | ||||||||||||||||||
Proceeds
from sale of common stock @0.001 per share on August 20,
2007
|
25,997,760 | $ | 25,998 | $ | - | $ | - | $ | 25,998 | |||||||||||||||
Insurance
of common stocks to shareholder @0.05 per share on December 10,
2007
|
1,294,000 | $ | 1,294 | $ | 63,406 | $ | 64,700 | |||||||||||||||||
Adjustment
for Exchange rate changes
|
$ | (126 | ) | $ | (126 | ) | ||||||||||||||||||
Net
loss for the year ended December 31, 2007
|
$ | (19,119 | ) | $ | (19,119 | ) | ||||||||||||||||||
Balance,
December 31, 2007
|
27,291,760 | $ | 27,292 | $ | 63,406 | $ | (20,619 | ) | $ | (126 | ) | $ | 69,953 | |||||||||||
Insurance
of common stocks to Williams @ 0.10 per share on April 15,
2008
|
50,000 | $ | 50 | $ | 4,950 | $ | 5,000 | |||||||||||||||||
Insurance
of common stocks to convert loans @0.10 per share on April 15,
2008
|
11,649,067 | $ | 11,649 | $ | 1,153,257 | $ | 1,164,906 | |||||||||||||||||
Adjustment
for Exchange rate changes
|
$ | 29,597 | $ | 29,597 | ||||||||||||||||||||
Net
Loss for the period ended December 31, 2008
|
$ | (194,079 | ) | $ | - | $ | (194,079 | ) | ||||||||||||||||
Balance,
December 31, 2008
|
38,990,827 | $ | 38,991 | $ | 1,221,613 | $ | (214,698 | ) | $ | 29,471 | $ | 1,075,377 | ||||||||||||
Adjustment
for Exchange rate changes
|
$ | 19,508 | $ | 19,508 | ||||||||||||||||||||
Net
Income for the year ended December 31, 2009
|
$ | 191,065 | $ | 191,065 | ||||||||||||||||||||
Balance,
December 31, 2009
|
38,990,827 | $ | 38,991 | $ | 1,221,613 | $ | (23,633 | ) | $ | 48,979 | $ | 1,285,950 | ||||||||||||
Adjustment
for Exchange rate changes
|
$ | (39,532 | ) | $ | (39,532 | ) | ||||||||||||||||||
Net
Income for the year ended June 30, 2010
|
$ | 145,380 | $ | 145,380 | ||||||||||||||||||||
Balance,
June 30, 2010
|
38,990,827 | $ | 38,991 | $ | 1,221,613 | $ | 121,747 | $ | 9,447 | $ | 1,391,798 |
7
FLURIDA
GROUP, INC.
(A
Development Stage Enterprise)
CONSOLIDATED
STATEMENT OF CASH FLOWS
Cumulative
from
|
||||||||||||||||||||
Six
Months Ended
|
Three
Months Ended
|
December
19, 2006
|
||||||||||||||||||
June
30
|
June
30
|
(Date
of Inception)
|
||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
to
June 30, 2010
|
||||||||||||||||
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||||||||
Operating
Activities:
|
||||||||||||||||||||
Net
Income(Loss)
|
$ | 145,380 | $ | 184,026 | $ | 91,811 | $ | 233,237 | $ | 121,747 | ||||||||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||||||||||||||
Non-cash
portion of share based legal fee expense
|
- | - | - | - | 5,000 | |||||||||||||||
Depreciation
Expense
|
168 | - | 168 | - | 168 | |||||||||||||||
Inventory
|
(494,467 | ) | (674,527 | ) | (373,204 | ) | (276,055 | ) | (1,748,336 | ) | ||||||||||
Account
Receivable
|
(1,312,657 | ) | (1,871,672 | ) | (609,629 | ) | (1,539,651 | ) | (2,189,032 | ) | ||||||||||
Loan
to Supplier
|
- | - | - | - | (278,091 | ) | ||||||||||||||
Accrued
Interest Receivable
|
(7,383 | ) | (3,692 | ) | (14,772 | ) | ||||||||||||||
Overpayment
Credit
|
(15,129 | ) | (15,129 | ) | (15,129 | ) | ||||||||||||||
Unearned
Revenue
|
60,000 | - | - | - | 60,000 | |||||||||||||||
Decrease
Other Payable
|
- | - | - | - | (1,500 | ) | ||||||||||||||
Increase
Account Payable
|
1,104,046 | 2,508,080 | 755,903 | 1,930,224 | 2,934,123 | |||||||||||||||
Decrease
Credit card Payable
|
(656 | ) | 263 | - | 894 | - | ||||||||||||||
Net
cash provided by operating activities
|
$ | (520,698 | ) | $ | 146,170 | $ | (153,772 | ) | $ | 348,649 | (1,247,569 | ) | ||||||||
Investing
Activities:
|
||||||||||||||||||||
Purchase
of Furniture and Equipment
|
(12,946 | ) | - | (12,946 | ) | - | - | |||||||||||||
Net
cash provided by investing activities
|
$ | (12,946 | ) | $ | - | $ | (12,946 | ) | $ | - | $ | - | ||||||||
Financing
Activities:
|
||||||||||||||||||||
Proceeds
from insurance of common stock
|
- | - | - | - | 90,698 | |||||||||||||||
Repay
loans to shareholders
|
- | - | - | - | (25,066 | ) | ||||||||||||||
Proceeds
from loan from shareholders
|
- | - | - | - | 1,191,472 | |||||||||||||||
Net
cash provided by financing activities
|
$ | - | $ | - | $ | - | $ | - | $ | 1,257,104 | ||||||||||
Effect
of Exchange Rate on Cash
|
$ | (39,532 | ) | $ | (13,962 | ) | $ | (23,703 | ) | $ | 485 | $ | 9,447 | |||||||
Net
increase (decrease) in cash and cash equivalents
|
$ | (573,176 | ) | $ | 132,208 | $ | (190,421 | ) | $ | 349,134 | $ | 140,729 | ||||||||
Cash
and cash equivalents at beginning of the period
|
$ | 700,959 | $ | 605,932 | $ | 318,204 | $ | 389,006 | $ | - | ||||||||||
Cash
and cash equivalents at end of the period
|
$ | 127,783 | $ | 738,140 | $ | 127,783 | $ | 738,140 | $ | 140,729 |
8
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
A- BUSINESS DESCRIPTION
Flurida
Group, Inc. (the “Company”), incorporated under the laws of Nevada on December
19, 2006, with registered address at 502 East John Street, Carson City, NV
89706. Flurida Group, Inc. operates its business in USA as Flurida Group
USA, Inc., the Company’s wholly owned branch located in the State of Illinois
and has principle office at 800 West Fifth Avenue, Suite 210, Naperville, IL
60563.
Besides
USA operation, Flurida Group, Inc. also established one subsidiary in
Europe:
Flurida
Group European S.R.L (“Flurida European”): Flurida Group European S.R.L. was
established on December 28, 2007 and is 100% owned by Flurida Group, Inc.
Flurida European is in the business of trading services, distribution, and
marketing of the appliance parts in Europe. The Flurida European is
located at Via locatelli 2, 21010 Vizzola, Ticino, VA-Italy.
The
company closed its Flurida Qingdao China office in July, 2009.
The
Company’s main business includes sourcing, distribution and marketing of
appliance parts in Asia, Europe, North and South America.
These
parts are manufactured in China by Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”). It was established in 2005
specializing in home appliance components and subassemblies manufacturing, and
located in Qingdao City, Shandong Province, China. On September 18, 2007,
Flurida Group, Inc. signed a long-term distribution agreement with Zhong Nan Fu
Rui Mechanical Electronics Manufacturing Co., Ltd. Zhong Nan Fu Rui is a
Chinese manufacturing company owned 100% by Mr. Jianfeng Ding, the founder of
the Company.
NOTE
B – SIGNIFICANT ACCOUNTING POLICIES
Basis of
accounting
The
financial statements reflect the assets, revenues and expenditures of the
Company on the accrued basis of accounting.
9
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
B – SIGNIFICANT ACCOUNTING POLICIES
Principles of
Consolidation
The
consolidated financial statements of the Company include the accounts of Flurida
Group USA and Flurida Group European S.R.L. All significant intercompany
balances and transactions have been eliminated in consolidation.
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect certain amounts reported in the
financial statements and disclosures. Accordingly, actual results could
differ from those estimates.
Cash and Cash
Equivalents
The
Company considers all highly-liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
Foreign Currency
Translation
The
Company has determined the United States dollars to be its functional currency
for Flurida Group USA and European Euro to be its functional currency in
European business. Assets and liabilities were translated to U.S. dollars
at the period-end exchange rate. Statement of operations amounts were
translated to U.S. dollars using the first date of each month during the
year. Gains and losses resulting from translating foreign currency
financial statements are accumulated in other comprehensive income (loss), a
separate component of shareholders’ equity.
Property,
Plant, and Equipment Depreciation
Property,
plant, and equipment are stated at cost. Depreciation is being provided
principally by straight line methods over the estimated useful lives of the
assets. As of June 30, 2010, the company has furniture and equipments at a cost
of $12,946, and $168 of depreciation expense was recorded.
10
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
B – SIGNIFICANT ACCOUNTING POLICIES
Basics and Diluted Net Loss
Per Common Share
Basic
earnings per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
outstanding (the denominator) for the period. Diluted earnings per share assume
that any dilutive convertible securities outstanding were converted, with
related preferred stock dividend requirements and outstanding common shares
adjusted accordingly. It also assumes that outstanding common shares were
increased by shares issuable upon exercise of those stock options for which
market price exceeds the exercise price, less shares which could have been
purchased by us with the related proceeds. In periods of losses, diluted loss
per share is computed on the same basis as basic loss per share as the inclusion
of any other potential shares outstanding would be anti-dilutive.
The
Company only issued one type of shares, i.e., common shares only. There
are no other types securities were issued. Accordingly, the diluted and
basics net loss per common share are the same.
Accrued Interest
Receivable
In July
1st,
2009, the company loan $278,090 to its main supplier Zhong Nan Fu Rui Mechanical
electronics Co., Ltd at interest rate of 5.31%, term July 1, 2009 to June 30,
2010. As of June 30, 2010, total of $14,772 accrued interest receivable was
incurred.
Unearned
Revenue
One of
the customers prepaid the Company $ 60,000 for a design of refrigerator part,
which is the service income that the Company haven’t earned as of June 30,
2010.
Account
Payable
The
Company incurred accounts payable including professional fees, purchases, and
other service fee payables. As of June 30, 2010, the company has account payable
of 2,934,123.
11
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenues
Net
revenues include sales of appliance parts in Asia, Europe, and North America.
Flurida Group, Inc recognizes revenue for these products when it is realized or
realizable and earned. Revenue is considered realized and earned when
persuasive evidence of an arrangement exists; delivery has occurred or services
have been rendered; the Company’s fee to its customer is fixed or determinable;
and collection of the resulting receivable is reasonably assured.
Revenues
are recognized from product sales
upon shipment, which is the point in time when risk of loss is transferred to
the customer, net of estimated returns and allowances.
Flurida
Group, Inc had total revenue of $ 3,251,138 in second quarter ended at June 30,
2010.
From the
period of April to June 2010, the Company sold total quantity of 42,140
icemakers and 608,616 motors to an US company, Electrolux Mexico, located at
Springfield, TN for $ 2,206,033 as consignment sales. The motors were
manufactured and supplied by Zhong Nan Fu Rui; all the motors were shipped out
at FOB shipping point Qingdao, China. And the icemakers were manufactured
and supplied by ChuZhou FuDa Mechanical & Electronics Co., Ltd; all the
icemakers were shipped out at FOB shipping point Nanjing, China.
The
Company sold total quantity of 60,480 motors to another US company, Master
Precision Global (MPG), a sub-assembler to Electrolux, for $ 238,291. The motors
were manufactured and supplied by Zhong Nan Fu Rui. and shipped out at FOB
shipping point at Qingdao, China.
The
Company sold total quantity of 94,240 motors to another US company, Stanco Metal
Products, Inc, a sub-assembler to Electrolux, for $ 240,124. The motors were
manufactured and supplied by Zhong Nan Fu Rui. and shipped out at FOB shipping
point at Qingdao, China.
12
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenues
(Continued)
Also, the
company sold some related refrigerator appliance parts to Electrolux North
Carolina for $7,576. The parts were manufactured and supplied by Zhong Nan Fu
Rui, and were shipped out at FOB shipping point at Qingdao, China.
In the
second quarter of 2010, the company sold total quantity of 11,200 pieces of
Motor, 47,890 pieces of Dac Box, and 29,952 pieces of Magnet to Electrolux
Hungry for $ 252,636; the magnets were manufactured and supplied by Shanghai
Fulu International Trading Co., Ltd.; all the parts were shipped out at FOB
shipping point at Shanghai, China. The dac Boxes were manufactured and
supplied by Qingdao Fubida Electronics Co., Ltd and the motors were manufactured
and supplied by Zhong Nan Fu Rui, and all of those parts were shipped out at FOB
shipping point at Qingdao, China.
The
company sold total quantity of 7,300 pieces of Motors, 3,500 Lamps, 20,188 Dac
Boxes, 6,500 pieces of refrigerator relating parts, and 37,080 Magnet to
Electrolux Italy for $191,939. The 37,080 magnets were manufactured and supplied
by Shanghai Fulu International Trading Co., Ltd.; all the parts were shipped out
at FOB shipping point at Shanghai, China. The motors were manufactured and
supplied by Zhong Nan Fu Rui and the Dac Boxes and other related refrigerator
appliance parts were manufactured and supplied by Qingdao Fubida
Electronics Co., Ltd., and were shipped out at FOB shipping point at Qingdao,
China.
The
company sold 500 pieces of icemakers to Electrolux Australia for $ 14,430. The
icemakers were manufactured and supplied by ChuZhou FuDa Mechanical &
Electronics Co., Ltd, and were shipped out at FOB shipping point at Nanjing,
China.
Also, the
company sold total quantity of 384 pieces of Dac Box to Electrolux Sweden for $
1,552. The dac Boxes were manufactured and supplied by Qingdao Fubida
Electronics Co., Ltd , and shipped out at FOB shipping point at Qingdao,
China.
For the
period of April to June, 2010, the company sold some related refrigerator
appliance parts worldwide for $ 15,014.
13
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenues
(Continued)
The
company incurred a tooling income of $ 83,543 from Electrolux US, Italy, and
Hungry in second quarter 2010.
In
summary, for the three months ended June 30, 2010, the Company incurred the
total revenue of $ 3,251,138 and cost of goods sold $ 2,933,763
respectively. The cost of goods sold is also discussed in Note C, Related
Party Transactions.
Payroll
Expense
Beginning
at 2008, Flurida Qingdao’s Representative office hired 7 full time employees to
take care of daily management and administrative activities for the
Company. Flurida Group USA began to have payroll for officers at January
2009.
The
consolidated total payroll expense for the period ended June 30, 2010 was $
102,268. The payroll expenses details are listed as follows:
Three
Months Ended
|
Three
Months Ended
|
Three
Months Ended
|
||||||||||
June 30, 2010
|
June 30, 2009
|
June 30, 2008
|
||||||||||
Payroll
Expense - ER
|
||||||||||||
Hosing
public accumulate fund -ER
|
$ | - | $ | - | $ | 378.55 | ||||||
Social insurance-ER
|
- | - | 1,254.38 | |||||||||
US
Medicare Tax - ER
|
1,377.50 | 459.16 | - | |||||||||
US
Social Security Tax -ER
|
5,890.00 | 1,963.34 | - | |||||||||
Payroll
Expense - ER - Other
|
- | 860.16 | - | |||||||||
Total
Payroll Expense - ER
|
7,267.50 | 3,282.66 | 1,632.93 | |||||||||
Payroll
Expenses - EE
|
||||||||||||
Federal
Tax Withholding
|
14,499.99 | 5,833.34 | - | |||||||||
Housing
public accumulate fund -EE
|
- | 0.00 | 378.55 | |||||||||
Net
Wage Payment-EE
|
70,082.51 | 25,105.84 | 7,480.76 | |||||||||
Social
Insurance-EE
|
- | 0.00 | 425.86 | |||||||||
State
Tax Withholding
|
3,150.00 | 950.00 | 752.90 | |||||||||
US
Medicare Tax -EE
|
1,377.50 | 459.16 | - | |||||||||
US
Social Security Tax - EE
|
5,890.00 | 1,963.34 | - | |||||||||
Total
Payroll Expenses - EE
|
95,000.00 | 34,311.68 | 9,038.07 | |||||||||
Total
Payroll Expense
|
$ | 102,267.50 | $ | 37,594.34 | $ | 10,671.00 |
14
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Payroll Expense
(Continue)
Start
from July 1, 2009, Flurida Qingdao Representative Office was closed, and there’s
no more payroll expenses incurred since then. And Flurida Group USA hired two
employees to taking care of the office and marketing activities.
The
housing public accumulated fund and social insurance were paid by both employer
and employees in China; the employee portion of housing public accumulated fund
and social insurance was withheld by employer, and then submitted to local tax
authority in China.
Started
from January 2010, Flurida Group had salaries for officers Jianfeng Ding, Yaru
Huang, and Ying Zhong for $200,000, $70,000, and $70,000 respectively. The
Social Security tax and Medicare tax were paid by both employer and employees in
USA; employees also withheld portion of Federal and State tax calculate by each
individual’s status. All of the tax was submitted to Internal Revenue Service
and local government at a monthly basis.
Comprehensive
Income
The
company’s comprehensive income is comprised of net income, unrealized gains and
losses on marketable securities classified foreign currency translation
adjustments, and unrealized gains and losses on derivative financial instruments
related to foreign currency hedging.
Concentration of credit
risk
The
Company maintains its cash in bank accounts which, at times, may exceed the
federally insured limits. The Company has not experienced any losses in
such accounts and believes it is not exposed to any significant credit risk on
cash.
15
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Operating
Expense
Below
table list the detail operating expense for the period April to June, 2010 and
2009.
Three
Months Ended
|
Three
Months Ended
|
|||||||
June 30, 2010
|
June 30, 2009
|
|||||||
Expense
|
||||||||
Administration
Expense
|
$ | 907.70 | $ | - | ||||
Bank
Service Charges
|
353.99 | 182.59 | ||||||
Business
operation tax
|
- | 1,323.03 | ||||||
Business
Registration
|
550.00 | - | ||||||
Business
Administration Expense
|
- | 135.00 | ||||||
Certification
|
19,312.00 | - | ||||||
Commission
|
15,770.40 | - | ||||||
Computer
and Internet Expenses
|
290.11 | - | ||||||
Credit
Card Finance Charge
|
49.95 | - | ||||||
Depreciation
Expense
|
168.10 | - | ||||||
Dues
and Subscriptions
|
- | 125.00 | ||||||
Fuel
Charge
|
27.92 | - | ||||||
Gift
and Promotion
|
2,181.08 | - | ||||||
Insurance
Expense
|
31.03 | 3,171.81 | ||||||
Meals
and Entertainment
|
2,220.48 | 934.12 | ||||||
Office
Supplies
|
3,119.93 | 2,763.07 | ||||||
Parking
fee
|
84.40 | - | ||||||
Total
Payroll Expense - ER
|
7,267.50 | 2,422.50 | ||||||
Total
Payroll Expenses - EE
|
95,000.00 | 34,311.68 | ||||||
Postage
& Shipping
|
1,196.25 | 1,367.17 | ||||||
Professional
Fees
|
37,052.09 | 14,127.00 | ||||||
Rent
Expense
|
5,130.00 | 3,455.00 | ||||||
Repairs
and Maintenance
|
292.61 | - | ||||||
Service
Cost
|
5,000.00 | - | ||||||
Transfer
Agent Certificate Fee
|
640.00 | - | ||||||
Telephone
Expense
|
3,129.93 | 1,690.32 | ||||||
Total
Tax Expense
|
- | 860.16 | ||||||
Total
Travel Expense
|
27,627.67 | 17,063.05 | ||||||
Utilities
|
1,852.82 | 246.68 | ||||||
Total
Expense
|
$ | 229,255.96 | $ | 84,178.18 |
16
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Inventory
On June,
2008, Flurida Group, Inc signed a consigned inventory agreement with Electrolux
Home Products De Mexico, S.A. DEC.V. (Electrolux). Under the term of the
agreement, the supplier, Flurida Group, Inc, agreed to produce, to maintain the
transit the customized products per Electrolux’s specification. Electrolux
maintain a storage location within Electrolux’s Juarez site for consigned
inventory. And Flurida Group, Inc is facilitated to use of Electrolux’s storage
location at such site to the sale of products to Electrolux; Electrolux will
provide labor resources for receipt, stock up, and pulls of consigned products.
Flurida Group, Inc. retains title and ownership of products while in transit to
Electrolux’s site and while stored in the consigned inventory location.
Title and
ownership will pass to Electrolux when they withdraw products from the consigned
inventory location. Upon withdrawal, Electrolux will pay for it under the
payment term stated in the purchasing order correspond with the withdraw
products. Products
residing in the consigned inventory for 90 days with no activity due to non
communicated demand change will no longer qualify for consignment, and will be
considered as withdrawn product after 90 days. Accordingly, title passage and
invoicing shall occur on such product per the term.
As of
June 30, 2010, there were icemakers and motors in Electrolux Juarez warehouse
for $ 449,805 as of consignment inventories.
Also,
there were 125,712 motors in Electrolux Anderson warehouse for $ 327,415 as of
consignment inventories.
Also,
there are 12,936 icemakers and 317,520 motors for $ 971,116 as the Company’s
inventories.
As a
result, the company had total of $1,748,336 inventory as of June 30,
2010.
17
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income
Tax
The
Company uses the liability method of accounting for income taxes pursuant to
FASB ASC 740-10-50. Under this method, deferred income taxes are recorded
to reflect the tax consequences in future years of temporary differences between
the tax basis of the assets and liabilities and their financial amounts at year
end.
For
federal income tax purposes, substantially all expenses must be deferred until
the Company commences business and then they may be written off over a 60-month
period. These expenses will not be deducted for tax purposes and will represent
a deferred tax asset. The Company has provided a valuation allowance in the full
amount of the deferred tax asset since there is no assurance of future taxable
income. Tax deductible losses can be carried forward for 20 years until utilized
for federal income tax purposes.
The
Company will Form 1120 to Internal Revenue Service and IL 1120 to the State of
Illinois. There is no income tax for the State of Nevada. China’s
Qingdao representative office expenditures will be reported in the Company’s
U.S. tax return Form 1120. Flurida Group European reported income taxes to
Italy government and there was no income tax incurred in Italy due to the
accumulated net operating loss. For the three month and six month ended
June 30, 2009, the Company incurred the consolidated positive net income due to
the increase sales in Europe. However, due to the uncertainties of sales
and cost projections in the whole year 2009, it was still undetermined to make
estimate if the Company may incur tax expenses if there is any net income
projection; or tax credit benefit if there is any net loss projection.
Therefore, for the three month and six month period ended June 30, 2009, there
were no income tax expense or income tax benefit were estimated in the statement
of operations.
Due to
the partially the same reasons and projections as in 2009, the Company’s sales
increase was primarily due to the increase sales in Europe for the three month
and six month period ended June 30, 2010. The net income incurred in
Europe would report income tax based on Italy’s tax regulations. The
management estimated that there is still net loss accumulated for the Europe
operation which can be carried forward to the year 2010; and the net income or
net loss in USA operation for the year 2010 is till uncertain. Therefore,
for the three month and six month period ended June 30, 2010, there were no
income tax expense or income tax benefit were estimated in the statement of
operations.
18
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent
Accounting Pronouncements
Business
Combinations —The new guidance on business combinations retains the
underlying concepts of the previously issued standard in that the acquirer of a
business is required to account for the business combination at fair value. As
with previous guidance, the assets and liabilities of the acquired business are
recorded at their fair values at the date of acquisition. The excess of the
purchase price over the estimated fair values are recorded as goodwill. The
new pronouncement results in some changes to the method of applying the
acquisition method of accounting for business combinations in a number of
significant aspects. Under the new guidance, all acquisition costs are expensed
as incurred and in-process research and development costs are recorded at fair
value as an indefinite-lived intangible asset. Prior to the adoption, in-process
research and development costs were immediately expensed and acquisition costs
were capitalized. Further, the new guidance generally requires restructuring
charges associated with a business combination to be expensed subsequent to the
acquisition date.
Fair Value Measurements and
Disclosures — The pronouncements define fair value, establish
guidelines for measuring fair value, and expand disclosures regarding fair value
measurements.
Derivative Instruments and Hedging
Activities — The pronouncement requires additional disclosures about
the objectives of derivative instruments and hedging activities, the method of
accounting for such instruments, and a tabular disclosure of the effects of such
instruments and related hedged items on Financial Statements. The pronouncement
does not change the accounting treatment for derivative
instruments.
Variable Interest Entities and
Transfers of Financial Assets and Extinguishments of Liabilities —
The pronouncement on transfers of financial assets and extinguishments of
liabilities removes the concept of a qualifying special-purpose entity and
removes the exception from applying variable interest entity accounting to
qualifying special-purpose entities. The new guidance on variable interest
entities requires an entity to perform an ongoing analysis to determine whether
the entity’s variable interest or interests give it a controlling financial
interest in a variable interest entity. The pronouncements are effective for
fiscal years beginning after November 15, 2009.
Management
does not anticipate that the adoption of these standards will have a material
impact on the financial statements.
19
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
C – RELATED PARTY TRANSACTIONS
Common Shares Issued to
Executive and Non-Executive Officers and Directors
As of
June 30, 2010, total 30,129,960 shares were issued to officers and
directors. Please see the table below for details:
Name
|
Total Shares
|
Total Amount
|
Percentage
|
|||||||||
Fenglan Li
|
165,000 | 15,750 | 0.42 | % | ||||||||
Fuling
Li
|
115,000 | 10,750 | 0.29 | % | ||||||||
Ying
Zhong
|
2,000,000 | 200,000 | 5.13 | % | ||||||||
Gian
Franco Barbieri
|
102,000 | 9,700 | 0.26 | % | ||||||||
Xiaoyong
Fu
|
750,000 | 75,000 | 1.92 | % | ||||||||
Jianfeng
Ding & Yaru Huang
|
26,997,760 | 323,998 | 69.24 | % | ||||||||
Total
|
30,129,760 | $ | 635,198 | 77.26 | % |
* Based
on total issued shares as of June 30, 2010: 38,990,827.
Cost of Goods
Sold
The
Company’s purchase is primarily from supplier, Zhong Nan Fu Rui Mechanical
Electronics Manufacturing Co., Ltd., owned 100% by the founder of the Company,
Jianfeng Ding. Due to Jianfeng Ding, and Yaru Huang, husband and wife,
combined hold 74.37% issued common shares for Flurida Group, Inc., the two
entities, Flurida Group, Inc., and Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd., are under conmmon control according to EITF
02-5.
The
products the Company will sell are manufactured in China by Zhong Nan Fu Rui
Mechanical Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”). It
was established in 2005 specializing in home appliance components and
subassemblies manufacturing,
and located in Qingdao City, Shandong Province, China. On September 18, 2007,
amended June 25, 2008 and further amended on August 4, 2008,
Flurida.
20
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
C – RELATED PARTY TRANSACTIONS (Continued)
Cost of Goods Sold
(Continued)
Group,
Inc. signed a five year distribution agreement with Zhong Nan Fu Rui Mechanical
Electronics Manufacturing Co., Ltd. Zhong Nan Fu Rui is a Chinese manufacturing
company owned 100% by Mr. Jianfeng Ding, our president. Under the terms of the
agreement Zhong Nan Fu Rui authorizes Flurida to be its exclusive sales agent
for the ice making product lines, including icemaker and ice water dispensing
systems all over the world. The ice making product lines shall include the
products that Zhong Nan Fu Rui developed before the agreement signed and the
products that will be developed solely by Zhong Nan Fu Rui during the term of
the agreement. Zhong Nan Fu Rui is the exclusive supplier of the products we
sell. Although the distribution agreement requires that the purchase price we
will pay for these products will be comparable to what the Flurida would have
paid a non-related party in market price, Mr. Ding may face a conflict in
calculating the price the products are sold to Flurida and the determining
amount of products the Flurida purchase. However, because Mr. Ding has a
fiduciary duty to Flurida
and the shareholders, he has indicated that he will assure strict adherence to
this provision of the agreement and will not require Flurida to purchase a
quantity of products in excess of that which Flurida can reasonably afford or
reasonably expect to sell in within two to three months of our purchase of the
products.
The
management of Flurida Group, Inc. believes that the purchase price for the parts
from Zhong Nan Fu Rui will be market price. Flurida Group, Inc. and Zhong
Nan Fu Rui are two totally separated entities, i.e., Flurida Group, Inc. is a
USA corporation and will fully comply with USA regulations and USA general
accepted accounting principles; Zhong Nan Fu Rui is a Chinese company and it
will comply with Chinese legal systems.
Flurida
Group, Inc. and Zhong Nan Fu Rui will operate independently. Zhong Nan Fu
Rui, as a Chinese local manufacturer, will record their manufacturing costs and
inventories based on the Chinese accounting regulations rulings. But, when
Flurida Group, Inc. purchases the parts from Zhong Nan Fu Rui, Flurida Group
will record the actual costs paid to Zhong Nan Fu Rui as the costs for inventory
of Flurida Group, Inc.
21
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
C – RELATED PARTY TRANSACTIONS (Continued)
Cost of Goods Sold
(Continued)
There is
no any relationship for Zhong Nan Fu Rui’s manufacturing historic costs with
Flurida Group’s inventory value. Specifically, Flurida’s inventory value
is equal to the purchase price or actual cost of the parts purchased from Zhong
Nan Fu Rui, and the. purchase
price of the parts will be fair market price. Flurida Group, Inc. will
adopt the first-in and first-out inventory system according to generally
accepted accounting principles in USA. The management of Zhong Nan
Fu Rui disclosed to Flurida Group, Inc. that, Zhong Nan Fu
Rui adopted the cost plus pricing policies with market adjustment,
negotiable with customers. Zhong Nan Fu Rui adopted the cost plus system
for all the products for all customers including the product, icemakers
exclusively distributed by Flurida Group, Inc. Specifically, the selling
price is determined by total actual manufacturing cost of direct manufacturing
materials (parts), direct manufacturing labor, and allocated manufacturing
overhead cost, plus 5-10% of total manufacturing cost. Zhong Nan Fu Rui’s
minimum gross profit margin is 5%.
Flurida
Group also purchased the products from suppliers, Qingdao Fubida Electronics
Co., Ltd, Shanghai Fulu International Trading Co., Ltd, and Chuzhou Fuda
Mechanical and Electronics Co., Ltd on purchase orders basis.
Qingdao
Fubida Electronics Co., Ltd, owned 100% indirectly by Jianfeng Ding and Yaru
Huang, husband and wife. Qingdao Fubida Electronics Co., Ltd is a manufacturing
company, and it was established in 2003 specializing in home appliance control
components and subassemblies manufacturing, and located in Qingdao City,
Shandong Province, China. The plant space is around 70,000 sq ft. 14units
injection molding machine up to 600 metric tons.
Chuzhou
Fuda Mechanical & Electronics Co., Ltd. owned 100% indirectly by
Jianfeng Ding and Yaru Huang, husband and wife is an appliance components and
sub-assemblies manufacturer established on March 18, 2008. Chuzhou Fuda is
located in Chuzhou City, Anhui Province, China. The plant space is around
100,000sq. ft. with 18 molding machine up to 800 metric ton and 6 assemblies
lines for appliance components and assemblies.
Shanghai
Fulu International Trading Co., Ltd. a trading company established in 2007,
located at Shanghai, China, 100% owned indirectly by Jianfeng Ding and Yaru
Huang.
22
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
C – RELATED PARTY TRANSACTIONS (Continued)
Cost of Goods Sold
(Continued)
In the
three months period end June 30, 2010, Flurida Group, Inc. purchased icemakers
and motors from Zhong Nan Fu Rui at total cost of $ 2,232,132 for FOB shipping
point at Qingdao, China. The total parts price from Zhong Nan Fu Rui
consists of 80% of direct manufacturing materials and labor, 10% of allocated
manufacturing overhead, and 10% of profit margin.
The
Company purchased icemakers from Chuzhou Fuda Mechanical and Electronics Co.,
Ltd. at total cost of $ 275,127 for FOB shipping point at Nanjing,
China.
Flurida
Group, Inc. also purchased motors, refrigerator relating parts, and dac boxes
from Qingdao Fubida Electronics Co., Ltd. at total cost of $ 338,616 for FOB
shipping point at Qingdao, China.
In
addition, Flurida Group, Inc. purchased magnets from Shanghai Fulu International
Trading Co., Ltd. a trading company established in 2007, located at Shanghai,
China, 100% owned indirectly by Jianfeng Ding and Yaru Huang, at total cost of $
50,728 for FOB shipping point at Shanghai, China.
To
manufacture the related refrigerator appliance parts, Zhong Nan Fu Rui needs key
parts made in USA, which were purchased through Flurida Group, Inc. in USA, and
the company also needed to pay some freight expenses. All of the costs were $
37,160.
Therefore,
for the three months period ended June 30, 2010, the total cost of goods sold
was $2,933,763.
Loan to
Supplier
At July
1st,
2009, Flurida Group, Inc. loan $ 278,091 to the company’s primary
supplier, Zhong Nan Fu Rui. The outstanding balance bears interest at 5.31%,
pursuant to a written agreement, for the term from July 1st 2009 to
June 30th 2010.
This receivable was due on demand. At July 1st 2010,
the loan agreement is renewed for another year by both parties at an interest
rate of 5.31%.
23
FLURIDA
GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
D – SHAREHOLDERS’ EQUITY
During
the year ended December 31, 2008, Flurida Group, Inc has issued total 11,699,067
new shares on April 15, 2008, including 11,649,067 shares issued to loan holders
who converted all the loans to common shares. At the year ended December 31,
2008, Flurida Group, Inc. incurred net loss of $ (194,079). Therefore, the total
stockholders’ equity balance at December 31, 2008 was $ 1,075,377.
On April
15, 2008, 50,000 shares issued to Williams Law Group at $ 0.10, for the legal
service value of $5,000. On April 1, 2008, seven non-affiliated loan
holders asked for repayment of their loans in the aggregate amount of $ 25,066
plus the total interest cost of $624.72, which was paid on the same date, April
1, 2008; meantime, seven additional lenders loaned an aggregate amount of $
9,926. On April 15, 2008, total loan amount of $1,164,906 was converted to
common shares at price of $0.10 per share, for the total shares of 11,649,067
shares, which were issued to the loans holders.
There
were no new shares issued during the period ending June 30, 2010.
.
Therefore,
as of June 30, 2010 total shares issued and outstanding are
38,990,827.
NOTE
E – GOING CONCERN
The
Company’s short operating history and financial resources raise substantial
doubt about its ability to continue as a going concern. The financial
statements do not include adjustments that might result from the outcome of this
uncertainty and if the Company is unable to generate significant revenue or
secure financing, then the Company may be required to cease or curtail its
operations. From the period April to June 2010, the Company generated
sales revenue of $3,251,138, and cumulative net income of $121,747 from December
19, 2006 (date of inception) through June 30, 2010. The Company’s single
most concentrated customer is Electrolux located in various countries. If
Electrolux discontinue the purchase which may be very unlikely in near future,
the Company may face the ability to continue as a going concern. However,
due to the close relationship between the Company and its suppliers, Zhong Nan
Fu Rui and Qingdao Fubida Electronics Co., which are 100% owned by the founder,
Jianfeng Ding, Zhong Nan Fu Rui and Qingdao Fubida Electronics Co.’s current
customers can be served by the Company for the same quality of products and
services. Besides, as of June 30, 2010, the cash and cash equivalent
balance was $127,783 , the management believes that the revenues will be
generated and its cash flows will be maintained to cover its operational costs
and the risk of going concern in long term is significantly
low.
24
Item
2. Management’s Discussion and Analysis or Plan of
Operation.
This
10−Q contains forward-looking statements. Our actual results could differ
materially from those set forth as a result of general economic conditions and
changes in the assumptions used in making such forward-looking statements. The
following discussion and analysis of our financial condition and results of
operations should be read together with the audited consolidated financial
statements and accompanying notes and the other financial information appearing
else where in this report. The analysis set forth below is provided pursuant to
applicable Securities and Exchange Commission regulations and is not intended to
serve as a basis for projections of future events. Refer also to "Cautionary
Note Regarding Forward Looking Statements" and “Risk Factors”
below.
Overview
Our
business is the sale of appliance parts in Asia, Europe, North and South America
and Australia. The main products that we sell to these markets are
icemakers, motors, appliance assemblies.
These
parts are manufactured in China by Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”)
Zhong Nan
Fu Rui was established in 2005 specializing in home appliance components and
subassemblies manufacturing, and located in Qingdao City, Shandong Province,
China. On September 18, 2007, amended June 25, 2008 and further amended on
August 4, 2008, Flurida Group, Inc. signed a long-term distribution agreement
with Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. Zhong
Nan Fu Rui is a Chinese manufacturing company owned 100% by Mr. Jianfeng Ding,
our president.
Flurida
Group also purchased the products from suppliers, Qingdao Fubida Electronics
Co., Ltd, Chuzhou Fuda Mechanical & Electronics Co., Ltd. and Shanghai Fulu
International Trading Co., Ltd on purchase orders basis.
Qingdao
Fubida Electronics Co., Ltd, owned 100% indirectly by Jianfeng Ding and Yaru
Huang, husband and wife. Qingdao Fubida Electronics Co., Ltd is a manufacturing
company, and it was established in 2003 specializing in home appliance control
components and subassemblies manufacturing, and located in Qingdao City,
Shandong Province, China. The plant space is around 70,000 sq ft. 14units
injection molding machine up to 600 metric tons.
Chuzhou
Fuda Mechanical & Electronics Co., Ltd. owned 100% indirectly by
Jianfeng Ding and Yaru Huang, husband and wife is an appliance components and
sub-assemblies manufacturer established on March 18, 2008. Chuzhou Fuda is
located in Chuzhou City, Anhui Province, China. The plant space is around
100,000sq. ft. with 18 molding machine up to 800 metric ton and 6 assemblies
lines for appliance components and assemblies.
Shanghai
Fulu International Trading Co., Ltd. a trading company established in 2007,
located at Shanghai, China, 100% owned indirectly by Jianfeng Ding and Yaru
Huang.
We sell
the following types of appliance parts:
|
¨
|
Automatic Refrigerator Build-in
Icemaker: The automatic refrigerator build-in icemaker is designed
for household refrigeration products, such as refrigerator, under-counter
refrigerator, freezer to make the ice cubes
automatically.
|
25
o
|
Refrigerator Through-Door Ice
Water System: Refrigeration Through-Door Ice Water System is the
system that stores the ice cubes harvested from the icemaker, delivered
and dispensed the ice, crushed ice or water to the refrigerator door
through the electronic control system at the front of the refrigerator
door. The through-door ice water system normally includes the following
assemblies: ice bucket assembly, motor rail assembly, module assembly,
facade assembly, housing assembly. The ice bucket assembly and the motor
rail assembly can be located in the freezer, in the refrigerator door and
or sealed chamber in the refrigerator. The module assembly, facade
assembly and housing assembly vary according to the specific design from
each client.
|
o
|
Shade Pole Motor and Motor
Assembly for Refrigerator or Freezers: The shade pole
motor and motor assembly is a key part for refrigerators or
freezers. Flurida Group Inc’s motor part is designed and specified
for the refrigerators or freezers made by Electrolux, an US company
located at Springfield, TN. Flurida also supplies the motors and motor
assemblies to Electrolux Europe facilities in Italy,
Hungary.
|
Results
of Operations
For
the three months ended June 30, 2010 vs. June 30, 2009.
Revenue
Flurida
Group, Inc had total revenue of $ 3,251,138 in three months ended at June 30,
2010, compare with the three months revenue of $ 3,040,753 of 2009.
From the
period of April to June 2010, the Company sold total quantity of 42,140
icemakers and 608,616 motors to an US company, Electrolux Mexico, located at
Springfield, TN for $ 2,206,033 as consignment sales. The motors were
manufactured and supplied by Zhong Nan Fu Rui; all the motors were shipped out
at FOB shipping point Qingdao, China. And the icemakers were manufactured
and supplied by ChuZhou FuDa Mechanical & Electronics Co., Ltd; all the
icemakers were shipped out at FOB shipping point Nanjing, China.
The
Company sold total quantity of 60,480 motors to another US company, Master
Precision Global (MPG), a sub-assembler to Electrolux, for $ 238,291. The motors
were manufactured and supplied by Zhong Nan Fu Rui. and shipped out at FOB
shipping point at Qingdao, China.
The
Company sold total quantity of 94,240 motors to another US company, Stanco Metal
Products, Inc, a sub-assembler to Electrolux, for $ 240,124. The motors were
manufactured and supplied by Zhong Nan Fu Rui. and shipped out at FOB shipping
point at Qingdao, China.
Also, the
company sold some related refrigerator appliance parts to Electrolux North
Carolina for $7,576. The parts were manufactured and supplied by Zhong Nan Fu
Rui, and were shipped out at FOB shipping point at Qingdao, China.
In the
second quarter of 2010, the company sold total quantity of 11,200 pieces of
Motor, 47,890 pieces of Dac Box, and 29,952 pieces of Magnet to Electrolux
Hungry for $ 252,636; the magnets were manufactured and supplied by Shanghai
Fulu International Trading Co., Ltd.; all the parts were shipped out at FOB
shipping point at Shanghai, China. The dac Boxes were manufactured and
supplied by Qingdao Fubida Electronics Co., Ltd and the motors were manufactured
and supplied by Zhong Nan Fu Rui, and all of those parts were shipped out at FOB
shipping point at Qingdao, China.
26
The
company sold total quantity of 7,300 pieces of Motors, 3,500 Lamps, 20,188 Dac
Boxes, 6,500 pieces of refrigerator relating parts, and 37,080 Magnet to
Electrolux Italy for $191,939. The 37,080 magnets were manufactured and supplied
by Shanghai Fulu International Trading Co., Ltd.; all the parts were shipped out
at FOB shipping point at Shanghai, China. The motors were manufactured and
supplied by Zhong Nan Fu Rui and the Dac Boxes and other related refrigerator
appliance parts were manufactured and supplied by Qingdao Fubida
Electronics Co., Ltd., and were shipped out at FOB shipping point at Qingdao,
China.
The
company sold 500 pieces of icemakers to Electrolux Australia for $ 14,430. The
icemakers were manufactured and supplied by ChuZhou FuDa Mechanical &
Electronics Co., Ltd, and were shipped out at FOB shipping point at Nanjing,
China.
Also, the
company sold total quantity of 384 pieces of Dac Box to Electrolux Sweden for $
1,552. The dac Boxes were manufactured and supplied by Qingdao Fubida
Electronics Co., Ltd , and shipped out at FOB shipping point at Qingdao,
China.
For the
period of April to June, 2010, the company sold some related refrigerator
appliance parts worldwide for $ 15,014.
The
company incurred a tooling income of $ 83,543 from Electrolux US, Italy, and
Hungry in second quarter 2010.
In
summary, for the three months ended June 30, 2010, the Company incurred the
total revenue of $ 3,251,138 and cost of goods sold $ 2,933,763
respectively.
Cost
of Revenue
Our Costs
of Goods Sold, as we expected will increased slightly due to increasing Chinese
Yuan’s currency exchange rate, labor costs, and raw materials. We
anticipate this trend to continue and may adjust our unit price upward to reduce
the impact of rising costs.
The
Company’s purchase is primarily from supplier, Zhong Nan Fu Rui Mechanical
Electronics Manufacturing Co., Ltd., owned 100% by the founder of the Company,
Jianfeng Ding. Due to Jianfeng Ding, and Yaru Huang, husband and wife,
combined hold 74.37% issued common shares for Flurida Group, Inc., the two
entities, Flurida Group, Inc., and Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd., are under conmmon control according to EITF
02-5.
The
products the Company will sell are manufactured in China by Zhong Nan Fu Rui
Mechanical Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”). It
was established in 2005 specializing in home appliance components and
subassemblies manufacturing, and located in Qingdao City, Shandong
Province, China. On September 18, 2007, amended June 25, 2008 and further
amended on August 4, 2008, Flurida Group, Inc. signed a five year distribution
agreement with Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co.,
Ltd. Zhong Nan Fu Rui is a Chinese manufacturing company owned 100% by
Mr. Jianfeng Ding, our president. Under the terms of the agreement
Zhong Nan Fu Rui authorizes Flurida to be its exclusive sales agent for the ice
making product lines, including icemaker and ice water dispensing systems all
over the world. The ice making product lines shall include the products that
Zhong Nan Fu Rui developed before the agreement signed and the products that
will be developed solely by Zhong Nan Fu Rui during the term of the agreement.
Zhong Nan Fu Rui is the exclusive supplier of the products we sell.
Although the distribution agreement requires that the purchase price we will pay
for these products will be comparable to what the Flurida would have paid a
non-related party in market price, Mr. Ding may face a conflict in calculating
the price the products are sold to Flurida and the determining amount of
products the Flurida purchase. However, because Mr. Ding has a fiduciary
duty to Flurida and the shareholders, he has indicated that he will assure
strict adherence to this provision of the agreement and will not require
Flurida to purchase a quantity of products in excess of that which Flurida can
reasonably afford or reasonably expect to sell in within two to three months of
our purchase of the products.
27
The
management of Flurida Group, Inc. believes that the purchase price for the parts
from Zhong Nan Fu Rui will be market price. Flurida Group, Inc. and Zhong
Nan Fu Rui are two totally separated entities, i.e., Flurida Group, Inc. is a
USA corporation and will fully comply with USA regulations and USA general
accepted accounting principles; Zhong Nan Fu Rui is a Chinese company and it
will comply with Chinese legal systems.
Flurida
Group, Inc. and Zhong Nan Fu Rui will operate independently. Zhong Nan Fu
Rui, as a Chinese local manufacturer, will record their manufacturing costs and
inventories based on the Chinese accounting regulations rulings. But, when
Flurida Group, Inc. purchases the parts from Zhong Nan Fu Rui, Flurida Group
will record the actual costs paid to Zhong Nan Fu Rui as the costs for inventory
of Flurida Group, Inc. There is no any relationship for Zhong Nan Fu Rui’s
manufacturing historic costs with Flurida Group’s inventory value.
Specifically, Flurida’s inventory value is equal to the purchase price or actual
cost of the parts purchased from Zhong Nan Fu Rui, and the purchase price of the
parts will be fair market price. Flurida Group, Inc. will adopt the
first-in and first-out inventory system according to generally accepted
accounting principles in USA.
The
management of Zhong Nan Fu Rui disclosed to Flurida Group, Inc. that, Zhong Nan
Fu Rui adopted the cost plus pricing policies with market adjustment,
negotiable with customers. Zhong Nan Fu Rui adopted the cost plus system
for all the products for all customers including the product, icemakers
exclusively distributed by Flurida Group, Inc. Specifically, the selling
price is determined by total actual manufacturing cost of direct manufacturing
materials (parts), direct manufacturing labor, and allocated manufacturing
overhead cost, plus 5-10% of total manufacturing cost. Zhong Nan Fu Rui’s
minimum gross profit margin is 5%.
Flurida
Group also purchased the products from suppliers, Qingdao Fubida Electronics
Co., Ltd, Shanghai Fulu International Trading Co., Ltd, and Chuzhou Fuda
Mechanical and Electronics Co., Ltd on purchase orders basis.
Qingdao
Fubida Electronics Co., Ltd, owned 100% indirectly by Jianfeng Ding and Yaru
Huang, husband and wife. Qingdao Fubida Electronics Co., Ltd is a manufacturing
company, and it was established in 2003 specializing in home appliance control
components and subassemblies manufacturing, and located in Qingdao City,
Shandong Province, China. The plant space is around 70,000 sq ft. 14units
injection molding machine up to 600 metric tons.
Chuzhou
Fuda Mechanical & Electronics Co., Ltd. owned 100% indirectly by
Jianfeng Ding and Yaru Huang, husband and wife is an appliance components and
sub-assemblies manufacturer established on March 18, 2008. Chuzhou Fuda is
located in Chuzhou City, Anhui Province, China. The plant space is around
100,000sq. ft. with 18 molding machine up to 800 metric ton and 6 assemblies
lines for appliance components and assemblies.
Shanghai
Fulu International Trading Co., Ltd. a trading company established in 2007,
located at Shanghai, China, 100% owned indirectly by Jianfeng Ding and Yaru
Huang.
In the
three months period end June 30, 2010, Flurida Group, Inc. purchased icemakers
and motors from Zhong Nan Fu Rui at total cost of $ 2,232,132 for FOB shipping
point at Qingdao, China. The total parts price from Zhong Nan Fu Rui
consists of 80% of direct manufacturing materials and labor, 10% of allocated
manufacturing overhead, and 10% of profit margin.
28
The
Company purchased icemakers from Chuzhou Fuda Mechanical and Electronics Co.,
Ltd. at total cost of $ 275,127 for FOB shipping point at Nanjing,
China.
Flurida
Group, Inc. also purchased motors, refrigerator relating parts, and dac boxes
from Qingdao Fubida Electronics Co., Ltd. at total cost of $ 338,616 for FOB
shipping point at Qingdao, China.
In
addition, Flurida Group, Inc. purchased magnets from Shanghai Fulu International
Trading Co., Ltd. a trading company established in 2007, located at Shanghai,
China, 100% owned indirectly by Jianfeng Ding and Yaru Huang, at total cost of $
50,728 for FOB shipping point at Shanghai, China.
To
manufacture the related refrigerator appliance parts, Zhong Nan Fu Rui needs key
parts made in USA, which were purchased through Flurida Group, Inc. in USA, and
the company also needed to pay some freight expenses. All of the costs were $
37,160.
Therefore,
for the three months period ended June 30, 2010, the total cost of goods sold
was $2,933,763.
Expense
Our
operating expenses consist of selling, general and administrative
expenses.
For the
three months period ended June 30, 2010 and 2009, the company had a total of
$ 229,256 and $ 84,178 operating expenses respectively. The primary
reasons for this increase were increases in payroll expenses from $37,594 in the
three months ended June 30, 2009 vs. $102,268 in the three months ended
June 30, 2010. And the increase in travel expenses from $17,063 in the
three months ended June 30, 2009 vs. $37,052 in the three months ended June
30, 2010. And the increase in professional expenses from $14,127 in the
three months ended June 30, 2009 vs. $27,628 in the three months ended June
30, 2010. Also, there’s an additional of $ 35,082 Certification and
Commissions Expense of our products had made the operating expenses
raise.
We expect
selling, general, and administrative expenses to increase in future periods as
we initiate a number of marketing and promotional activities.
For
the six months ended June 30, 2009 vs. June 30, 2008.
Revenue
We had $
4,545,077 revenue for the six months ended June 30, 2009.
As of
June 30, 2010, the Company incurred the total revenue of $ 5,437,803 which is
included $3,251,138
from 2nd quarter
and $ 2,186,665 from 1st quarter
2010.
In
addition to the information concerning revenues for the three month period ended
June 30, 2010, with respect to revenues of $2,186,665 from 1st quarter
2010:
For the
three months ended March 31, 2010, we had revenue of $2,186,665 from
parts, motors and icemaker sales. All of our sales in the first three months
ended March 31, 2010 were to Electrolux and its affiliates or sub-assemblers as
well as to certain key parts made in the U.S. sold to Zhong Nan Fu
Rui.
29
Cost
of Revenue
Our Costs
of Goods Sold, as we expected will increased slightly due to increasing Chinese
Yuan’s currency exchange rate, labor costs, and raw materials. We
anticipate this trend to continue and may adjust our unit price upward to reduce
the impact of rising costs.
Our Cost
of Goods Sold for the six months ended June 30, 2009 was
$4,142,081.
As of
June 30, 2010, the Company incurred a total cost of good sold of $ 4,872,493
which is included $ 2,933,763 from 2nd quarter
and $1,938,730 from 1st quarter
2010.
In
addition to the cost of goods sold during the second quarter of 2010 described
above, we had $1,938,730 in cost of goods sold from 1st quarter
2010 as follows:
In the
period end March 31, 2010, Flurida Group, Inc. purchased icemakers and motors
from Zhong Nan Fu Rui at total cost of $1,280,031 for FOB shipping point at
Qingdao, China.
Flurida
Group, Inc. also purchased motors, refrigerator relating parts, and dac boxes
from Qingdao Fubida Electronics Co., Ltd. at total cost of $ 557,140 for FOB
shipping point at Qingdao, China.
In
addition, Flurida Group, Inc. purchased magnets from Shanghai Fulu International
Trading Co., Ltd. a trading company established in 2007, located at Shanghai,
China, 100% owned indirectly by Jianfeng Ding and Yaru Huang, at total cost of $
45,506 for FOB shipping point at Shanghai, China.
To
manufacture the related refrigerator appliance parts, Zhong Nan Fu Rui needs key
parts made in USA, which were purchased through Flurida Group, Inc. in
USA. The costs of purchasing the parts were $55,053.
Expense
Our
expenses consist of selling, general and administrative expenses.
We had
$221,916 in expenses in the six months ended June 30, 2009 vs. $
427,313 for the six months ended June 30, 2010, increase of $ 205,397 for
the total operating expenses. The primary reasons for this increase were
specify by modifying the following: increases in payroll expenses from $
90,905.22 in the six months ended June 30, 2009 vs. $ 211,004 in the six
months ended June 30, 2009, and increases in professional and Certification fees
from $44,327 in the six months ended June 30, 2009 vs. $ 93,822 in the six
months ended June 30, 2009.
We expect
selling, general, and administrative expenses to increase in future periods as
we initiate a number of marketing and promotional activities.
Income
Taxes
We are
subject to income taxes in the U.S., while the subsidiary in Italy is subject to
the income tax laws of Italy. The representative sales office in China is
not subject to Chinese income tax.
Net Income
As a
result of the foregoing, we incurred a net income of $ 184,026 for the six month
period ended June 30, 2009 and net income of $145,380 for the six month period
ended June 30, 2010.
30
Accounts
Receivable
Our
accounts receivable for the period ended June 30, 2010 was $2,189,032, and
$876,375 compared with the period ended September 30, 2009. The
significant increase of accounts receivable was due to the increase of 60-day
terms consignment sales plus 30 days of payment term after the sales
recognition, for the total of 90 days consignment sales terms with our customer,
Electrolux. At such 90-days terms, we need to ship our products to
Electrolux sites, then we can recognize our revenues by either Electrolux
utilize our products or wait for 90 days. After the sales revenue
recognition, Electrolux still made payment in significant slow paces, so that we
accumulated increased accounts receivables.
Commitments
and Contingencies
The
Company has signed a long-term distribution agreement with Zhong Nan Fu Rui
Mechanical Electronics Manufacturing Co., Ltd. Zhong Nan Fu Rui is a
Chinese manufacturing company owned 100% by Mr. Jianfeng Ding, also the founder
of Flurida Group, Inc. Also, on June 2008, the company signed a consigned
inventory agreement with an US company, Electrolux Home Products DE Mexico,
S.A.DEC.V (Electrolux).
Foreign
Currency Translation
The
Company has determined the United States dollars to be its functional currency
for Flurida Group USA; People’s Republic of China Chinese Yuan Renminbi to be
its functional currency in Flurida Qingdao office; and European Euro to be its
functional currency for our Italian subsidiary. Assets and liabilities
were translated to U.S. dollars at the period-end exchange rate. The
exchange rate of issuance of common stocks to shareholders was used as one U.S.
dollar to 6.8 Chinese Yuan (RMB). Statement of operations amounts
were translated to U.S. dollars using the historic rate, i.e., the rate at first
date of each month during the year. Gains and losses resulting from
translating foreign currency financial statements are accumulated in other
comprehensive income (loss), a separate component of shareholders’
equity.
Liquidity
and Capital Resources
At June
30
|
At June
30
|
|||||||
2010
|
2009
|
|||||||
Current
Ratio
|
1.46 | 1.41 | ||||||
Cash
|
$ | 127,783 | $ | 738,140 | ||||
Working
Capital
|
$ | 1,379,020 | $ | 1,273,884 | ||||
Total
Assets
|
$ | 4,385,921 | $ | 4,410,364 | ||||
Total
Liabilities
|
$ | 2,994,123 | $ | 3,136,480 | ||||
Total
Equity
|
$ | 1,391,798 | $ | 1,273,884 | ||||
Total
Debt/Equity
|
2.15 | 2.46 |
*Current
Ratio = Current Assets /Current Liabilities
** Total
Debt / Equity = Total Liabilities / Total Shareholders Equity.
The
Company had cash and cash equivalents of $127,783 at June 30, 2010 and the
working capital of $1,379,020.
31
The total
debt of $2,994,123 for June 30, 2010 that is included the amount of $ 2,934,123
accounts payable and $ 60,000 unearned revenue.
Our
independent auditor has indicated that there is substantial doubt about our
ability to continue as a going concern due to the Company’s short operating
history and heavy concentration of customers. The Company’s short
operating history and financial resources raise substantial doubt about its
ability to continue as a going concern. The financial statements do not
include adjustments that might result from the outcome of this uncertainty and
if the Company is unable to generate significant revenue or secure financing,
then the Company may be required to cease or curtail its operations. The
Company’s single most concentrated customer is Electrolux located in various
countries. If Electrolux discontinue the purchase which may be very
unlikely in near future, the Company may face the ability to continue as a going
concern. However, from the period January to June 2010, the Company
generated sales revenue of $5,437,803, and cumulative net income of $121,747
from December 19, 2006 (date of inception) through June 30, 2010, and besides,
as of June 30, 2010, the cash and cash equivalent balance was $127,783, the
management believes that the revenues will be generated and its cash flows will
be maintained to cover its operational costs and the risk of going concern in
long term is significantly low.
Item
3. Quantitative and Qualitative Disclosure about Market Risk
Not
applicable.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
The
Company maintains disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act) that are designed to ensure
that information required to be disclosed in the Company’s Securities Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms, and that such information is
accumulated and communicated to the Company’s management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
The
Company’s management, with the participation of the Company’s Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of the
Company’s disclosure controls and procedures as of the end of the period covered
by this report. Based upon that evaluation, the Chief Executive Officer and the
Chief Financial Officer have concluded that, as of the end of the period covered
by this report, the Company’s disclosure controls and procedures were
effective.
Changes
in Internal Control over Financial Reporting
There
have not been any changes in the Company’s internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the
Securities Exchange Act) during the fiscal quarter ended June 30, 2010 that have
materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
32
PART
II — OTHER INFORMATION
Item
1. Legal Proceedings.
None.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
(a) Unregistered Sales of Equity
Securities.
Confirm
or modify: The Registrant did not sell any unregistered securities
during the three months ended June 30, 2010.
(b) Use of Proceeds.
The
Registrant did not sell any unregistered securities during the three months
ended June 30, 2010.
Item
3. Defaults Upon Senior Securities
None.
Item
4. (Removed and Reserved).
Item
5. Other Information.
Not
applicable.
Item
6. Exhibits.
(a)
|
Exhibits.
|
DID WE
SIGN ANY NEW SIGNIFICANT CONTRACTS?
Exhibit
No.
|
Document
Description
|
|
31.1
|
CERTIFICATION
of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
31.2
|
CERTIFICATION
of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF
2002.
|
33
32.1
|
CERTIFICATION
of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEYACT OF 2002
|
|
32.2
|
CERTIFICATION
of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEYACT OF
2002
|
* This
exhibit shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Flurida
Group, Inc., a Nevada corporation
Title
|
Name
|
Date
|
Signature
|
||||
Principal
Executive Officer
|
Jianfeng
Ding
|
12/02/2010
|
/s/
Jianfeng Ding
|
In
accordance with the Exchange Act, 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
|
NAME
|
TITLE
|
DATE
|
|||
/s/
Jianfeng Ding
|
Jianfeng
Ding
|
Principal
Executive Officer and Director
|
12/02/2010
|
|||
/s/
Yaru Hang
|
Yaru
Hang
|
Principal
Financial Officer and Principal Accounting Officer
|
12/02/2010
|
34
EXHIBIT
INDEX
Exhibit
No.
|
Document
Description
|
|
31.1
|
CERTIFICATION
of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
31.2
|
CERTIFICATION
of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
32.1
|
CERTIFICATION
of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEYACT OF 2002
|
|
32.2
|
CERTIFICATION
of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEYACT OF
2002
|
* This
exhibit shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.
35