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EX-32.1 - FLURIDA GROUP INCv204291_ex32-1.htm
EX-32.2 - FLURIDA GROUP INCv204291_ex32-2.htm
EX-31.1 - FLURIDA GROUP INCv204291_ex31-1.htm
EX-31.2 - FLURIDA GROUP INCv204291_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.

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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.

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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.

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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.
 
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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.

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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.
 
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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.
 
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