FLURIDA GROUP INC - FORM 10-K

Attached files

file	filename
EX-31.1 - FLURIDA GROUP INC	v217117_ex31-1.htm
EX-32.1 - FLURIDA GROUP INC	v217117_ex32-1.htm
EX-32.2 - FLURIDA GROUP INC	v217117_ex32-2.htm
EX-31.2 - FLURIDA GROUP INC	v217117_ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

¨	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	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.

22 W. Washington St., Suite 1500 Chicago, IL		60602
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number: 630-778-6991

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ¨ No x

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant (based upon the closing price of the Registrant’s Common Stock as of June 30, 2010 was approximately $1,329,160 (based on 8,861,067 shares of common stock outstanding held by non-affiliates on such date, $0.15 per share). Shares of the Registrant’s Common Stock held by each executive officer and director and by each entity or person that, to the Registrant’s knowledge, owned 5% or more of the Registrant’s outstanding Common Stock as of June 30, 2010 have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of Registrant’s Common Stock, $0.001 par value, was 38,990,827 shares as of March 31, 2011.

TABLE OF CONTENTS

PART I	4
Item 1. Description of Business	4
Item 2. Description of Property	8
Item 3. Legal Proceedings	8
Item 4. Submission of Matters to a Vote of Security Holders	8
Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities	9
Item 6. Selected Consolidated Financial Data	10
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation	10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	18
Item 8. Financial Statements	19
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosures	20
Item 9A. Controls and Procedures	20
Item 9B. Other Information	21
Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act	21
Item 11. Executive Compensation	23
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13. Certain Relationships and Related Transactions, and Director Independence.	28
Item 14. Principal Accountant Fees and Services	31
Item 15. Exhibits	32

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This Annual Report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that Flurida Group, Inc. (hereinafter referred to as “we,” “us,” “our,” “our Company” or “Flurida Group”) expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.

Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.

The industry and market data contained in this report are based either on our management’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.

PART I

Item 1. Description of Business

General

Organization

Flurida Group, Inc. is a Nevada corporation formed on December 19, 2006, with registered address at 502 East John Street, Carson City, NV 89706. Flurida Group, Inc. transacts its business in the U.S. as Flurida Group USA, Inc. located in the State of Illinois and has principal office at 22 W. Washington St., Suite 1500, Chicago, IL 60602, USA. Our telephone number is 630.778.6991.

Besides USA operation, Flurida Group, Inc. also established one representative office in China and one subsidiary in Europe:

Flurida Group Qingdao Office. (“Flurida Qingdao”): Flurida Group Qingdao Office is registered on December 10, 2007. It is a representative office on behalf of Flurida Group, Inc. to conduct the business of trading services, distribution, and marketing of the appliance parts in China. The Flurida Group Qingdao Office is located at Room 301, Unit 1, Yulong Building, 19 Miaoling Road, Qingdao, China 266061. The company closed its Flurida Qingdao China office in July, 2009.

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.

Flurida Group leased a warehouse at 24412 S Main Street, Carson, CA 90745 on September 1, 2010.

Business

Our business is the sale of appliance parts in Asia, Europe, Australia, North and South America.

Our Products

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.



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.



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 with headquarters in Charlotte NC. Flurida also supplies the motors and motor assemblies to Electrolux Europe facilities in Italy and Hungary.

As of December 31, 2010, the Company had total net revenue of $ 11,208,925.

In 2010, the Company sold total quantity of 128,821 icemakers and 2,099,088 motors to, Electrolux USA, located at Charlotte NC for sales of $ 7,413,068. 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 181,440 motors to another US company, Master Precision Global (MPG), a sub-assembler to Electrolux, for $702,778. 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 235,936 pieces of motors, to Stanco Metal Products, a another sub-assembler to Electrolux, for $680,418; 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 1,460 icemakers and tooling service to Electrolux –Australia for $ 150,910. The icemakers were manufactured and supplied by Chu Zhou Fu Da Mechanical & Electronics; all the icemakers were shipped out at FOB shipping point Nanjing, China.

The Company also sold 35,136 Motors to Electrolux –ST. Cloud for $78,288. The motors were manufactured and supplied by Zhong Nan Fu Rui. and shipped out at FOB shipping point at Qingdao, China.

The Company also sold 4,234 DAC Boxes to Electrolux –Sweden for $17,998. The DAC Box were manufactured and supplied by Qingdao Fu Bi Da; all the DAC Boxes were shipped out at FOB shipping point Qingdao, China.

The Company also sold 127,040 DAC Boxes, 119,708 Magnets, 61,980 Motors, and tooling service to Electrolux – Hungry for total $ 829,465. The DAC Boxes, magnets and Motors were manufactured and supplied by Zhong Nan Fu Rui, and Qingdao Fu Bi Da respectively; all the DAC Boxes magnet, and motors were shipped out at FOB shipping point Qingdao, China.

The Company sold 80,690 DAC Boxes, 14,200 Deflector, 9,500 Lamp holders, 126,036 Magnets, 15,488 Motors and other related parts to Electrolux –Italy for total $ 654,752. The DAC Boxes, Magnets, Motors and other related parts were manufactured and supplied by Zhong Nan Fu Rui, and Qingdao Fu Bi Da; all the DAC Boxes magnets, and motors were shipped out at FOB shipping point Qingdao, China.

The company sold 21,168 Motors and some related refrigerator appliance parts to North Carolina Electrolux Major Appliances, Inc for $ 135,973. The parts were manufactured and supplied by Zhong Nan Fu Rui, and were shipped out at FOB shipping point at Qingdao, China.

In 2010, the Company sold thermostats and other related key parts for icemakers and motors, to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., Ltd, and ChuZhou FuDa Electronics Co., Ltd. Flurida Group purchased the parts from Wako Electronics, Inc., an US Company located at Louisville, KY 40299. Flurida Group also sold Rocker Switch, the key parts for icemakers, to Zhong Nan Fu Rui. The Company purchased the parts, Rocker Switch, from CW Industries, an US Company located at Southampton, PA; and also Flurida Group purchased some other related key parts from corporate America, and then sold to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., Ltd and ChuZhou FuDa Electronics Co., Ltd. Flurida Group, Inc. adds averaged 5% - 10% margin based on the cost of purchase, then sold to them, so, $ 434,359 were sold and invoiced to Zhong Nan Fu Rui and $ 487.25 were sold to Qingdao Fubida Electronics Co., Ltd and $ 3,322 were sold to ChuZhou FuDa Electronics Co., Ltd.

The company sold 1,200 Thermal Cut Off Arm to an US company, JC Tec Industries Inc for $ 1,920, and sold 5,500 Charger to another US company Key Tronic Corporation WA for $ 21,170. The parts were manufactured and supplied by Zhong Nan Fu Rui, and were shipped out at FOB shipping point at Qingdao, China.

Also, the company sold related parts to Electrolux Belgium for $ 4,921, and sold tooling service and parts to Electrolux Brasil for $11,430, and had other service income of $ 74,929.

In summary, as of December 31, 2010, the Company incurred the total sales of $11,216,188, and $7,263 sales discount was incurred; therefore, total of $11,208,925 net revenue was recorded.

Our Supplier

The products we 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. 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 we would have paid a non-related party in arm’s-length transactions, Mr. Ding may face a conflict in calculating the price the products are sold to us and the determining amount of products we purchase. However, because Mr. Ding has a fiduciary duty to us and our shareholders, he has indicated that he will assure strict adherence to this provision of the agreement and will not require us to purchase a quantity of products in excess of that which we can reasonably afford or reasonably expect to sell in within two to three months of our purchase of the products.

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.

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.

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.

In 2010, the cost of goods sold was $9,985,444, including the purchase amount of $7,217,275 from Zhong Nan Fu Rui; $1,487,092 from Chuzhou Fuda; $1,040,983 from Qingdao Fubida; and $119,400 from Shanghai Fulu, respectively.

Customers

We sell our product to refrigerator manufacturers such as Electrolux North America, Electrolux Italy, Electrolux Hungary, Electrolux Sweden, Electrolux Australia, Master Precision Global LLC, Stanco Metal Products Inc.

Markets

We sell our products in United States, Mexico, China, Europe, and Australia.

Marketing

Our products will be sold directly by our officers, directors and employees to customers and potential customers. We will locate these customers primarily by personal contacts or referrals.

Our Competition and Our Market Position

Competition within the appliance parts industry is intense. We will compete with both large scale state-owned enterprises and smaller scale private companies. In addition, we also face competition from international appliance parts resellers. Many of our competitors have substantially greater financial, marketing, personnel and other resources than we do.

Our major competitor in ice maker market is Japan Servo Co., Ltd. which is headquartered in Japan. Japan Servo develops, manufactures and sells consumer and industrial small motors, as fans, blowers and sensors, and motor application products. Japan Servo's Indonesia factory, PT.Japan Servo Batam produces an aluminum icemaker. We believe based upon our knowledge of the industry that we are about 25% the size of Japan Servo. Japan Servo currently primarily sells to GE and Electrolux in USA.

Our other major competitor for ice maker and ice water dispensing system products is Mid-South Industries Inc. (MSI) Headquartered in Gadsden, AL, United States. MSI mainly designs, produces and sells automobile parts, telecommunication parts and refrigeration parts. MSI experienced a major financial problem in 2005 year which caused them to lose the businesses with Electrolux. MSI still produces a small volume of icemaker and has the capability to design and produce icemaker and ice water system products.

Our major competitors in motors for refrigerators or freezers are AO Smith in USA market, EBM in Germany, MES in Switzerland for Europe market, and Hua Yi Co., Ltd. in China market.

We compete with these and other suppliers based upon:

(1)

Our larger and more focused design group

(2)

We offer a wider range of products.

(3)

Our products are cost effective, but with highest quality control standard, all passed the ISO 9000 and UL; VDE certification.

(4)

We sell in a broader market throughout the world while our most competitors’ products are only sold in regional markets.

Research and Development

We have not incurred research and development expenses in the last two fiscal years.

Our Intellectual Property

We have no intellectual property.

Our Employees

We have the following number of full time employees:

Clerical – 0

Operations – 3

Administrative – 1

Management – 3

Sales – 1

We have no part time employees. We have no collective bargaining agreement with our employees. We consider our relationship with our employees to be excellent.

Additional Information

We are a public company and file annual, quarterly and special reports and other information with the SEC. We are not required to, and do not intend to, deliver an annual report to security holders. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our filings are also available, at no charge, to the public at http://www.sec.gov.

Item 2. Description of Property

We rent the following property:

Flurida Group USA, Inc.

Address: is located at 22 W. Washington St., Suite 1500, Chicago, IL 60602.



Name of Landlord: Regus Group



Term of Lease: One Year （from September 1 2010, to Sep 30, 2011）



Monthly Rental: $219



Adequate for current needs: √ Yes

Flurida Group USA, Warehouse Location

Address: 24412 S Main ST, Carson, CA 90745

Name of Land Lord: 24412 S Main Street, LLC

Term of Lease: September 1, 2010 to August 31, 2011

Monthly Rent: $ 3,876

Square Feet: Approximately 5,168 square feet

Adequate for current needs: Yes

We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

Item 3. Legal Proceedings

We are not a party to any material legal proceedings nor are we aware of any circumstance that may reasonably lead any third party to initiate material legal proceedings against us.

Item 4. Submission of Matters to a Vote of Security Holders

None

PART II

Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Trading History

Our common stock is quoted on the Over-The-Counter Bulletin Board under the symbol “FLUG.”

Bid Information*

Financial Quarter Ended	High Bid		Low Bid
December 31, 2010	$	0.51	$	0.10
September 30, 2010	$	0.51	$	0.10
June 30, 2010	$	0.51	$	0.10
March 31, 2010	$	0.51	$	0.10
December 31, 2009	$	0.55	$	0.10
September 30, 2009	$	0.55	$	0.10
June 30, 2009	$	0.20	$	0.10
March 31, 2009	$	0.20	$	0.10

* The quotation do not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Dividends

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant. Each holder of our Series A preferred stock is entitled to a 10% per annum cumulative dividend.

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

●

we would not be able to pay our debts as they become due in the usual course of business; or

●

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation.

Securities Authorized for Issuance Under Equity Compensation Plans

At December 31, 2010, we have one compensation plan in place, entitled 2009 Stock Incentive Plan. This plan was approved by our Board of Directors on July 10, 2009.

Number of Securities to be issued under Plan		Weighted-Average exercise price of outstanding options				Number of securities remaining available for further issuance
5,000,000		$	0.60				5,000,000

Item 6. Selected Consolidated Financial Data

Not required.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview

Our business is the sale of appliance parts in Asia, Europe, Australia, North and South America. The main products that we sell to these markets are icemakers, motors, ice water dispensing system, and 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.

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:



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 with headquarter in Charlotte, NC. Flurida also supplies the motors and motor assemblies to Electrolux Europe facilities in Italy and Hungary.

Results of Operations

For the fiscal years ended December 31, 2010 vs. December 31, 2009.

Revenue

For the fiscal year ended December 31, 2009, we had revenue of $8,547,390 from the sales of 2,070,016 pieces motors and 153,880 pieces icemakers, 46,337 pieces dac boxes, 193,680 pieces magnet, 3,000 pieces timers, 14,830 pieces lamps, 18,600 pieces fans to the Company’s Europe, North and South America customers.

For the period of January 1, 2010 to December 31, 2010, the Company had total revenue of $11,208,925, which was increased nearly 30% than the year 2009 total revenue of $8,547,390.

The Company also sold 35,136 Motors to Electrolux –ST. Cloud for $78,288. The motors were manufactured and supplied by Zhong Nan Fu Rui. and shipped out at FOB shipping point at Qingdao, China.

In 2010, the Company sold thermostats and other related key parts for icemakers and motors, to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., Ltd, and ChuZhou FuDa Electronics Co., Ltd. The parts were exclusively used for the icemakers and motors purchase order by Electrolux. Flurida Group purchased the parts from Wako Electronics, Inc., an US Company located at Louisville, KY 40299. Flurida Group also sold Rocker Switch, the key parts for icemakers, to Zhong Nan Fu Rui. The parts, Rocker Switch, were exclusively used for the icemakers purchase order by Electrolux. The Company purchased the parts, Rocker Switch, from CW Industries, an US Company located at Southampton, PA; and also Flurida Group purchased some other related key parts from corporate America, and then sold to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., Ltd and ChuZhou FuDa Electronics Co., Ltd. Flurida Group, Inc. adds averaged 5% - 10% margin based on the cost of purchase, then sold to them, so, $ 434,359 were sold and invoiced to Zhong Nan Fu Rui and $ 487.25 were sold to Qingdao Fubida Electronics Co., Ltd and $ 3,322 were sold to ChuZhou FuDa Electronics Co., Ltd.

The company sold 1,200 Thermal to an US company, JC Tec Industries Inc for $ 1,920, and sold 5,500 Charger to another US company Key Tronic Corporation WA for $ 21,170. The parts were manufactured and supplied by Zhong Nan Fu Rui, and were shipped out at FOB shipping point at Qingdao, China.

Also, the company sold related parts to Electrolux Belgium for $ 4,921, and sold tooling service and parts to Electrolux Brazil for $11,430, and had design service income of $ 60,000 from OEM, and other service income of $ 14,929.

FLU 2010 Sales Summary
	Jan - Dec 2010		Jan - Dec 2009
Electrolux- Australia		150,909.60		52,924.49
Electrolux-Anderson-US		5,040,030.19		3,484,785.05
Electrolux-Mexico		2,365,774.58		2,916,226.17
Electrolux-North Carolina-US		135,973.38		8,583.64
Electrolux - St. Cloud		78,288.19		0.00
Electrolux - Sweden		17,998.27		1,970.99
Electrolux Italy		654,751.69		504,436.85
Electrolux Hungry		829,465.00		155,341.75
Key Tronic Corporation WA		21,170.00		0.00
JC TEC INDUSTRIES INC		1,920.00		960.00
MASTER PRECIDION GLOBAL LLC(MPG)		702,777.60		1,032,302.88
QINGDAO Fubida LECTRONIC CO.,LTD		487.25		7,510.80
Stanco Metal Products Inc		680,417.92		34,776.00
Zhong Nan Fu Rui		434,358.88		280,857.05
Electrolux Brazil		11,429.89		0.00
Electrolux-Belgium		4,921.48		0.00
Chuzhou FuDa		3,322.20		24,438.47
Exact Replacement Parts		0.00		13,226.00
DEL VISIONARIES		8,668.50		29,050.00
Bio Watch (Thailand)		2,558.00		0.00
OEM		63,702.00		0.00
		11,208,924.62		8,547,390.14

In summary, as of December 31, 2010, the Company incurred the total sales of $11,208,925, comparing with the $8,547,390 for the year 2009, increase of 30%.

In both 2010 and 2009 sales, more than 80% of total revenues were generated through Electrolux controlled subsidiaries in various countries. Electrolux Group operated its each subsidiary independently in each country, and all the sales orders and sales contracts were negotiated and signed independently. Accordingly, we believe that lack of one or a few subsidiaries of Electrolux sales order may have effect on our overall sales revenue, but the effects were slightly reduced in 2010 vs 2009. We signed long-term distribution agreement with various Electrolux subsidiaries, the risk of loss the contracts with Electrolux is significantly low.

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.

During the year ended December 31, 2009, the Company incurred the total cost of goods sold of $7,747,634 for the purchases of parts, motor, and icemakers for the total sales of $8,547,390.

At the year ended 2009, the Company had ending inventory of $ 1,253,869 that was purchased from Zhong Nan Fu Rui and ChuZhou FuDa, included 39,372 pieces Icemakers and 335,664 pieces Motors. And all of those had been sold in 2010, and the same amount $1,253,869 of cost of good sold was incurred in year 2010.

In 2010, Flurida Group, Inc. purchased Motors and parts from Zhong Nan Fu Rui at total cost of $ 7,217,275 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.

In 2010, Flurida Group, Inc. also purchased Motors, Lamps, Icemakers, Fans, Magnets, and Dac boxes from Qingdao Fubida Electronics Co., Ltd. at total cost of $1,040,983 for FOB shipping point at Qingdao, China.

In 2010, the Company purchased Icemakers and parts from ChuZhou FuDa at total cost of $ 1,487,092 for FOB shipping point at Nanjing, China. In addition, Flurida Group, Inc. purchased Magnets, Icemakers, Timers and related parts from Shanghai Fulu International Trading Co., Ltd., at total cost of $119,400 for FOB shipping point at Shanghai, China.

To manufacture the related refrigerator appliance parts, Zhong Nan Fu Rui and Qingdao Fubida Electronics Co., needs key parts made in USA, which were purchased through Flurida Group, Inc. in USA. The costs of purchasing the parts were $ 381,041 in 2010.

In summary, from the period of January to December 2010, the Company had total purchase of $10,245,791. At the year ended December 31, 2010, the Company had ending inventory $1,533,220. In the year 2010, the company had freight cost of $16,440, and other service cost of $ 2,564. Therefore, in the year ended December 31, 2010, the Company incurred a total cost of good sold of $9,985,444, which was increased nearly 30% comparing to the year 2009 cost of goods sold of $7,747,634. The increase of cost of goods sold was due to the sales increase, increasing Chinese Yuan’s currency exchange rate, labor costs, and raw materials.

The cost of goods sold in the Statements of Operations includes costs of products purchased from suppliers, shipping costs or freight in costs for the products shipping FOB port China, warehouse costs, and other costs if any directly related to the products inspection, duty and custom taxes of products, internal transfer costs if any. The selling, general and administrative expense includes operation expense such as travel, professional, office rent, telephone, certification fees, wages and salaries for management and administrative employees, and other expense related to operation. There was no allocation of portion of any selling, general and administrative expense to the cost of goods sold.

Our gross margin may not be comparable to those of other entities, since some other entities may include all or allocate portion of the costs related to their distribution network into cost of goods sold.

Expense

Our expenses consist of selling, general and administrative expenses.

	2010		2009
Expense
Administration Expense		9,090.75		135.00
Bad Debt Expense		14,393.26		0.00
Bank Service Charges		1,868.87		1,217.92
Business operation tax		578.65		2,869.80
Business Registration		1,387.00		764.73
Certification Fee		68,233.99		47,327.76
Computer and Internet Expenses		1,636.78		2,664.51
Credit card Finance Charge		234.95		0.00
Dues and Subscriptions		292.00		189.00
Flurida Europe Operating Expense		3,951.00		0.00
Fuel charge		871.06		368.48
Gift and Promotion		6,982.78		179.93
Industry Show		100.00		17,517.08
Insurance Expense		1,011.53		9,218.70
Meals and Entertainment		6,190.57		2,881.20
Office Supplies		8,030.22		3,839.15
Parking fee		236.80		90.00
Payroll Expense - ER		29,035.81		24,898.69
Payroll Expenses - EE		463,056.75		303,221.87
Postage & Shipping		4,791.14		4,282.19
Professional Fees		157,985.18		83,915.70
Rent Expense		30,442.95		23,701.96
Repairs and Maintenance		1,528.53		0.00
Telephone Expense		7,454.37		5,742.93
Travel Expense
air agent fee		1,022.77		192.19
Airfare		45,135.83		29,216.27
Car Rental		2,863.05		899.33
Hotel Expense		19,975.79		16,485.32
Local Transportation		1,648.60		52.45
Travel Expense - Other		5,556.03		5,183.88
Total Travel Expense		76,202.07		52,029.44
Utilities		2,433.55		962.49
Total Expense		898,020.56		588,018.53

Starting 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, which incurred a payroll expense of $328,121 for the year end December 31, 2009. For maintaining and operating the Italy branch, amount of $ 27,032 consulting expenses was incurred. In order to increasing the sales in Europe and North America, the Company expensed $ 47,328 certification fees on the products we sold or exported in the period of January 1 to December 31, 2009. Due to the raise of sale volume and customers, the Company had travel expenses of $ 52,029.

Starting from January 2010, Flurida Group had salaries for officers Jianfeng Ding, Yaru Huang, and Ying Zhong for $200,000, $70,000, and $ 70,000, and had a bonus of $ 50,000, $ 10,000, and $ 10,000 respectively. And Flurida Group USA hired two employees to taking care of the office and marketing activities, therefore, the Company incurred a total payroll expense of $492,093 for the year end December 31, 2010. For maintaining and operating the business, the Company expensed a total of $ 157,985 professional fee, which included the accounting and auditing service, commission and consulting fee for enlarge sales volume, SEC filling fee and other professional expenses. In order to increasing the sales in Europe and North America, the Company expensed $ 68,234 certification fees on the products we sold or exported in the period of January 1 to December 31, 2010. Due to the raise of sale volume and customers, the Company had travel expenses of $ 76,202.

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. We incurred income tax expense of $128,556 and $31,703 for the year ended December 31, 2010 and 2009 respectively. As of December 31, 2010, the company had income taxes payable of $79,307, which was paid on March 15, 2011, and March 31, 2011, respectively.

Net Income (Loss)

We had a net income of $211,205 and $191,065 for the year ended December 31, 2010 and 2009 respectively. The net income in 2010 was increased 10% comparing to the year 2009 due to the overall increase of sales revenue.

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 6.83 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

Flurida Group, Inc

	At December 31		At December 31
	2010		2009

Current Ratio*		1.39		1.70
Cash	$	992,825	$	700,959
Working Capital**	$	1,094,366	$	1,000,470
Total Assets	$	5,168,018	$	3,116,683
Total Liabilities	$	3,714,319	$	1,830,733

Total Equity	$	1,453,699	$	1,285,950

Total Debt/Equity***		2.56		1.42

*Current Ratio = Current Assets /Current Liabilities

**Working Capital = Current Assets - Current Liabilities

*** Total Debt / Equity = Total Liabilities / Total Shareholders Equity.

The Company’s overall working capital was increased in 2010 comparing to the year 2009, due to the overall increase of the cash balance, increase of accounts receivable, and increase of the accounts payable; however, the Company’s current ratio was decreased in 2010 comparing to the year 2009 due to the increase of the accounts payable.

Currently the Company has a sales agreement with Electrolux, such agreement require the Company to supply the motors, ice makers, and other parts based on Electrolux’s needs. The management projected that the needs for our Company’s products shall be stable with slight increase worldwide. However, due to the consignment arrangement with Electrolux, the Company would keep certain level of consignment inventory to meet the Electrolux’s requirements. In addition, due to the consignment terms with Electrolux, the sales would be recognized when the Electrolux withdraw the products or the consignment inventory at Electrolux’s warehouse for 60 days. In our due course of business dealing with Electrolux’s consignment sales, all the sales incurred in 2010 were for the products withdrew before the 60 days terms, i.e., the products might be considered as sales automatically based on the consignment terms. After the products withdrew by Electrolux, the Company may receive the payment in 30 days. Therefore, in general, there would be at least 90 days to collect payment after the products shipped to Electrolux’s warehouse. Such long payment cycle may cause the Company to set up the similar payment terms or arrangement with the Company’s suppliers, for example, the major supplier, Zhong Nan Fu Rui. Accordingly, the accounts payables would be increased too. Therefore, the management projected that the trend of decrease of current ratio may be continued in the year 2010, due to the possibilities of late payment of accounts receivables, and the increase of the accounts payables.

Our activities for generating cash flows were operating activities in 2010 and 2009. There were no investing and financing activities incurred for the year 2010, and 2009. The management will continue to focus on the operating activities, particularly focus on marketing, customer services, and general administrative activities to improve overall operation effectiveness. Specifically, the management believes that within the operating activities, the efforts of collecting accounts receivables and making payments of accounts payables still are the primary factors for the changes of cash flows in the year 2010 or later.

The Company had cash and cash equivalents of $992,825 at December 31, 2010 and $1,094,366 of working capital and $700,959 at December 31, 2009 and $ 1,000,470 of working capital.

The total debt of $ 1,830,733 for December 31, 2009 includes $1,333,197 account payable to ZNFR Mechanical electronics Co, $ 91,841 account payable to SHFL International Trading co, $ 361,052 account payable to Qingdao Fubida Eletronic Co, other account payable of $ 43,986 and credit card payable of $656.

The total debt of $3,714,319 for December 31, 2010 included total of $3,632,648 accounts payable for Zhong Nan Fu Rui $2,850,573, for Chu Zhou FuDa $308,898, for Qiongdao Fu Bi Da $315,643, for Shang Hai Fu Lu International Trading $32,625, and $39,835 for US suppliers; as well as $75,943 for salary and payroll tax payable, $79,307 for income tax payable, and $9,131 for all other account payable.

Our independent auditor has indicated that our lack of 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. However, due to the close relationship between the Company and it’s supplier, Zhong Nan Fu Rui, which is 100% owned by the founder, Jianfeng Ding, Zhong Nan Fu Rui’s current customers can be served by the Company for the same quality of products and services. Besides, as of December 31, 2010, the cash and cash equivalent balance was $992,825 , 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.

Interest Rate Risk

We do not have significant interest rate risk, as our debt obligations (i.e., notes payables to shareholders which can be converted to common stocks). The annual interest rate of notes payable is 8%, and the interest expense would be accrued if the notes were not converted to common shares, and the notes holders request the Company for repayment of principles plus the interest. Seven non-affiliated loan holders asked the Company for repayment of notes plus interest on April 1, 2008. All remaining loan holders converted their loans to common shares on April 15, 2008.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 8. Financial Statements

FLURIDA GROUP, INC.

(A Development Stage Enterprise)

Audited Financial Statements

As of December 31, 2010 and 2009

Table of Contents

Independent Auditor’s Report on the Consolidated Financial Statements			F-2

Balance Sheets			F-3

Statement of Operation			F-4

Shareholders Equity			F-5

Cash Flow Statement			F-6

Notes to Financial Statements			F-7

F-1

Independent Registered Public Accounting Firm’s Auditor’s Report on the
Consolidated Financial Statements

Board of Directors and Shareholders of Flurida Group, Inc.

We have audited the accompanying consolidated balance sheets of Flurida Group, Inc. and Subsidiary Companies as of December 31, 2010 and 2009, and the related consolidated statements of operation, shareholders’ equity, and cash flows for year ended December 31, 2010, and 2009, and the cumulative period from December 19, 2006 (date of inception) through December 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Flurida Group, Inc. and Subsidiary Companies as of December 31, 2010, and 2009, and the results of its operations and their cash flows for the year ended December 31, 2010, 2009, and the cumulative period from December 19, 2006 (date of inception) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note E, the Company’s operating history and its customer concentration may raise 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.

/s/ Enterprise CPAs, Ltd.

Enterprise CPAs, Ltd.

Chicago, IL

March 31, 2011

F-2

FLURIDA GROUP, INC.

(A Development Stage Enterprise)

CONSOLIDATED BALANCE SHEETS

	December 31		December 31
	2010		2009
ASSETS
Current assets:
Cash and cash equivalents	$	992,825	$	700,959
Accounts receivable, net		2,282,640		876,375
Inventory		1,533,220		1,253,869
Total Current Assets	$	4,808,685	$	2,831,203

Property, plant and equipment, net	$	46,138	$	-

Other assets:
Loan to Supplier	$	284,626	$	278,091
Accrued Interest Receivable		22,305		7,389
Security Deposit		6,264		-
Total Other Assets	$	313,195	$	285,480

TOTAL ASSETS	$	5,168,018	$	3,116,683
LIABILITIES & EQUITY
Current liabilities:
Account Payable	$	3,632,648	$	1,830,077
Income Taxes Payable		79,307		-
Unearned Revenue		2,364		-
Credit Card Payable		-		656
Total Current Liabilities	$	3,714,319	$	1,830,733

Stockholders' Equity:
Common stock, $0.001 par value;
200,000,000 shares authorized;
38,990,827 shares issued and outstanding.	$	38,991	$	38,991

Paid-in capital		1,221,613		1,221,613

Retained earning during the development stage		187,572		(23,633	)

Accumulated other comprehensive Income(Loss)		5,523		48,979

Total stockholders' equity	$	1,453,699	$	1,285,950

TOTAL LIABILITIES & EQUITY	$	5,168,018	$	3,116,683

F-3

FLURIDA GROUP, INC.

(A Development Stage Enterprise)

CONSOLIDATED STATEMENT OF OPERATION

						Cumulative from
						December 19, 2006
	Year Ended			Year Ended		(Date of Inception)
	December 31,			December 31,		Through
	2010			2009		December 31, 2010
Revenues:	$	11,208,925		$	8,547,390	$	20,770,012
Cost of Goods Sold	$	9,985,444		$	7,747,634	$	18,696,143
Gross Profit	$	1,223,481		$	799,756	$	2,073,869
Operating expenses:
Research and development		-			-		-

Selling, general and administrative expenses		898,021			588,019		1,769,763

Depreciation and amortization expenses		1,389			-		1,389
Total Operating Expenses		899,410			588,019		1,771,152

Operating Income (Loss)	$	264,071		$	211,737	$	302,717

Investment income, net	$	15,692		$	11,031	$	45,741
Interest Expense, net		2			-	$	627
Income before taxes	$	339,761		$	222,768	$	347,831
Income tax expense		128,556			31,703	$	160,259
Net Income (Loss)	$	211,205		$	191,065	$	187,572

Net Income (Loss) per common share-Basics	$	0.00		$	0.00	$	0.00
Net Income (Loss) per common share-Diluted	$	0.00		$	0.00	$	0.00

Other comprehensive Income(Loss), net of tax:
Foreign currency translation adjustments		(43,456	)		19,508		5,523
Total other comprehensive Income(Loss)	$	(43,456	)	$	19,508	$	5,523
Comprehensive Income (Loss)	$	167,749		$	210,573	$	193,095

F-4

FLURIDA GROUP, INC.

(A Development Stage Enterprise)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

FOR THE PERIOD ENDED DECEMBER 31, 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

Issuance 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

Issuance of common
stocks to Williams @ 0.10
per share on April 15, 2008		50,000	$	50	$	4,950							$	5,000

Issuance 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										$	(43,456	)	$	(43,456	)

Net Income for the year
ended December 31, 2010							$	211,205					$	211,205
Balance, December 31, 2010		38,990,827	$	38,991	$	1,221,613	$	187,572		$	5,523		$	1,453,699

F-5

FLURIDA GROUP, INC.

(A Development Stage Enterprise)

CONSOLIDATED STATEMENT OF CASH FLOWS

							Cumulative
							from December
	Year Ended			Year Ended			19, 2006 (Date
	December 31			December 31			of Inception) to
	2010			2009			December 31,2010
Operating Activities:
Net Income (Loss)	$	211,205		$	191,065		$	187,572
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		1,389			-			1,389
Inventory		(279,351	)		(635,718	)		(1,533,220	)
Loan to supplier		(6,535	)		(278,091	)		(284,626	)
Security deposit		(6,264	)		-			(6,264	)
Increase in accrued interest receivable		(14,916	)		(7,389	)		(22,305	)
Increase in account receivable		(1,406,265	)		(396,944	)		(2,282,640	)
Decrease in other payable		-			-			(1,500	)
Increase in account payable		1,802,571			1,203,209			3,632,648
Increase in income tax payable		79,307			-			79,307
Increase in unearned Income		2,364			-			2,364
Decrease in credit card payable		(656	)		(613	)		-
Net cash provided by operating activities	$	382,849		$	75,519		$	(222,275	)

Investing Activities:
Purchase Property		(47,527	)		-			(47,527	)
Net cash provided by investing activities	$	(47,527	)	$	-		$	(47,527	)

Financing Activities:
Proceeds from issuance of common stock		-			-			90,698
Proceeds from loan from shareholders		-			-			1,179,546
Repay loans to shareholders		-			-			(25,066	)
Proceeds from loan from shareholders		-			-			11,926
Net cash provided by financing activities	$	-		$	-		$	1,257,104

Effect of Exchange Rate on Cash	$	(43,456	)	$	19,508		$	5,523
Net increase (decrease) in cash and cash equivalents	$	291,866		$	95,027		$	992,825
Cash and cash equivalents at beginning of the period	$	700,959		$	605,932		$	-
Cash and cash equivalents at end of period	$	992,825		$	700,959		$	992,825

F-6

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO 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 22 West Washington ST, Suite 1500, Chicago, IL 60602.

Besides USA operation, Flurida Group, Inc. also established one subsidiary in Europe:

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

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.

F-7

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continue)

Basis of accounting

The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting.

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.

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, 2011. On August 10, 2010, additional loan of $6,535.59 was advanced to Zhong Nan Fu Rui Mechanical electronics Co., Ltd. As of December 31, 2010, total of $ 22,305 accrued interest receivable with interest rate at 5.31% was incurred.

F-8

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES

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. Expenditures for maintenance and repairs, which do not improve or extend the expected useful lives of the assets, are expensed to operations while major repairs are capitalized.

The equipments were recorded as fixed asset to depreciate over 7 years and the electronic data processing equipments and furniture were recorded as fixed asset to depreciate over 5 years with straight line method.

As of December 31, 2010, the company has furniture, Computer and data processing equipments, and equipments at a cost of $ 47,527, and $ 1,389 of depreciation expense was recorded.

Account Receivable

As of December 31, 2010, and 2009, the company had a total of $ 2,282,640 and $ 876,375 account receivable respectively from it major customers. Detail showed as below.

	12/31/2010		12/31/2009
Chuzhou FuDa	$	3,322.20	$	24,438.47
DEL VISIONARIES	$	-	$	450.00
Electrolux- Australia	$	73,363.20	$	15,258.08
Electrolux-Anderson-US	$	639,987.56	$	422,958.96
Electrolux-Mexico	$	390,555.30	$	81,772.14
Electrolux-North Carolina-US	$	84,089.39	$	3,462.53
Electrolux - Sweden	$	7,588.69	$	178.88
Electrolux Italy	$	124,767.84	$	115,548.48
Electrolux Hungary	$	264,569.13	$	58,686.22
Electrolux ST.Cloud	$	76,930.56	$	-
Exact Replacement Parts	$	-	$	6,800.00
JC TEC Industries INC	$	-	$	960.00
Stanco Metal Products Inc	$	264,176.64	$	-
Master Precidion Global LLC(MPG)	$	117,936.00	$	115,516.80
Qingdao Fubida	$	487.25	$	-
ZhongNanFuRui	$	234,865.97	$	30,344.15
TOTAL	$	2,282,639.73	$	876,374.71

F-9

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Security Deposit

The Company started having an office in CA State from September 2010, which is located at 24412 S Main ST, STE 105, Carson CA 90745. Flurida Group USA Inc made $ 6,264 security deposit for leasing the property.

Account Payable

As of December 31, 2010, and 2009, the company had a total of $ 3,632,648 and $ 1,830,077 account payable respectively. The Company incurred accounts payable including professional fees, purchases, payroll and payroll tax liability, and other service fee payables.

As of December 31, 2010, the company has account payable of $ 3,632,648, which included $ 2,850,573 for Zhong Nan Fu Rui, $ 308,898 for Chu Zhou Fu Da, $ 315,643 for Qiongdao Fu Bi Da, $ 32,625 for Shang Hai Fu Lu International Trading, and $ 39,835 for US suppliers, $ 75,943 for salary and payroll tax payable, and $ 9,131 for all other account payable.

Unearned Revenue

One of the customers OEM prepaid the Company $ 60,000 for a design of refrigerator part, which is the service income that the Company haven’t earned as of September 30, 2010. In December 31, the Company record $ 60,000 as service income. There was $2,364 advance payment from Electrolux Brazil as of December 31, 2010.

Income Tax Payable

The Company filed extension for corporate tax return 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 will report income tax return to Italy government. For the period of January 1 to December 31, 2010, the Company incurred income tax expense of $ 128,556, including federal tax of $ 106,195 and IL state tax of $ 22,361. As of December 31, 2010, the company had income taxes payable of $ 79,307, which was paid on March 2011.

F-10

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventory

The inventory was valued at cost of purchase from suppliers on a first-in, first-out basis.

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 December 31, 2010, there were 32,214 icemakers and 77,832 motors in Electrolux Juarez warehouse for $ 603,829 as of consignment inventory.

Also, there were 156,168 motors in Electrolux Anderson warehouse for $412,821 as of consignment inventory.

The company also had 7,056 Icemakers at total cost of $ 86,436 that had been shipped out at FOB shipping point Qingdao, China to Electrolux Juarez warehouse. The company also had 159,840 Motors at total cost of $ 430,134 that had been shipped out at FOB shipping point Qingdao, China to Electrolux Anderson warehouse. Those purchases haven’t considered as a sale or a consignment inventory at the year ended December 31, 2010. Therefore, it’s the inventory of $516,570 for Flurida Group, Inc.

As a result, the company had total of $ 1,533,220 inventory as of December 31 2010.

F-11

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenues Recognition

Revenues include sales of appliance parts in Asia, Europe, and North America.

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.

As of December 31, 2010, the Company had total net revenue of $ 11,208,925.

The Company also sold 35,136 Motors to Electrolux –ST. Cloud for $78,288. The motors were manufactured and supplied by Zhong Nan Fu Rui. and shipped out at FOB shipping point at Qingdao, China.

F-12

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenues Recognition (Continued)

In 2010, the Company sold thermostats and other related key parts for icemakers and motors, to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., Ltd, and ChuZhou FuDa Electronics Co., Ltd. The parts were exclusively used for the icemakers and motors purchase order by Electrolux. Flurida Group purchased the parts from Wako Electronics, Inc., an US Company located at Louisville, KY 40299. Flurida Group also sold Rocker Switch, the key parts for icemakers, to Zhong Nan Fu Rui. The parts, Rocker Switch, were exclusively used for the icemakers purchase order by Electrolux. The Company purchased the parts, Rocker Switch, from CW Industries, an US Company located at Southampton, PA; and also Flurida Group purchased some other related key parts from corporate America, and then sold to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., Ltd and ChuZhou FuDa Electronics Co., Ltd. Flurida Group, Inc. adds averaged 5% - 10% margin based on the cost of purchase, then sold to them, so, $ 434,359 were sold and invoiced to Zhong Nan Fu Rui and $ 487.25 were sold to Qingdao Fubida Electronics Co., Ltd and $ 3,322 were sold to ChuZhou FuDa Electronics Co., Ltd.

F-13

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenues Recognition (Continued)

Also, the company sold related parts to Electrolux Belgium for $ 4,921, and sold tooling service and parts to Electrolux Brasil for $11,430, and had design service income of $ 60,000 from OEM and other service income of $ 14,929.

In summary, as of December 31, 2010, the Company incurred the total sales of $11,216,188, and $7,263 sales discount was incurred; therefore, total of $11,208,925 net revenue was recorded. The cost of goods sold is discussed in details in Note C, Related Party Transactions.

Operating Expense

Operating Expenses includes all selling, general and administrative expenses for the Company. For the year ended December 31, 2010 and 2009, the company had a total of $ 898,021 and $ 588,019 operating expenses respectively. Detail was showed on Exhibit A.

Professional Fees

Professional fees included accounting and auditing fee, commission and engineering consulting expense paying to the Europe and Mexico consultants, legal fees, SEC filling fees, and all other professional services. The total professional fees were $157,985.18 and $83,915.70 for period ending December 31, 2010 and 2009, respectively.

Payroll Expense

Started from January 2010, Flurida Group had salaries for officers Jianfeng Ding, Yaru Huang, and Ying Zhong for $200,000, $70,000, $ 70,000 and had a bonus of $ 50,000, $ 10,000, and $10,000 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.

F-14

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Payroll Expense (Continue)

The consolidated total payroll expense for the year ended December 31, 2010 and 2009 was listed as follows:

	2010		2009
Payroll Expense - ER
Federal Unemployment Tax		435.84		280.00
Hosing public accum fund -ER		-		361.48
Social insurance-ER		-		1,785.09
State Unemployment Tax		1,801.34		1,554.26
US Medicare Tax - ER		6,716.87		4,164.77
US Social Security Tax -ER		19,841.84		15,836.47
Payroll Expense - ER - Other		239.92		916.62
Total Payroll Expense - ER		29,035.81		24,898.69
Payroll Expenses - EE
Federal Tax Withholding		72,739.36		48,444.80
Housing public accum fund -EE		-		361.47
Net Wage Payment-EE		-		12,743.33
Social Insurance-EE		-		606.06
State Tax Withholding		14,834.40		9,683.45
US Medicare Tax -EE		6,716.87		4,164.77
US Net Salaries paymnet - EE		348,924.28		211,381.52
US Social Security Tax - EE		19,841.84		15,836.47
Total Payroll Expenses - EE		463,056.75		303,221.87

Total Payroll Expenses		492,092.56		328,120.56

Start from July 1, 2009, Flurida Qingdao Representative Office was closed, and there’s no more payroll expenses incurred since then.

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.

F-15

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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.

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.

F-16

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO 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.

F-17

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS

Common Shares Issued to Executive and Non-Executive Officers and Directors

As of December 31, 2008, total 32,129,960 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		28,997,760		325,998		74.37	%
Total		32,129,760	$	637,197.76		82.39	%

* Based on total issued shares as of December 31, 2008: 38,990,827

At July 23, 2009, the Company's founders Jianfeng Ding and Yaru Huang transferred total 2,000,000 of their common shares to Chuanyun Mu and Xia Liu as a gift. Therefore, as of December 31, 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 December 31, 2009: 38,990,827.

Total outstanding issued shares as of December 31, 2010: 38,990,827

F-18

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS (Continued)

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 69.24% 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.

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.

F-19

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS (Continued)

Cost of Goods Sold ( Continued)

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%.

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.

F-20

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS (Continued)

Cost of Goods Sold ( Continued)

At the year ended 2009, the Company had ending inventory of $ 1,253,869 that was purchased from Zhong Nan Fu Rui and ChuZhou FuDa, included 39,372 pieces Icemakers and 335,664 pieces Motors. And all of those had been sold in 2010, and the same amount $ 1,253,869 of cost of good sold was incurred in year 2010.

In 2010, Flurida Group, Inc. purchased Motors and parts from Zhong Nan Fu Rui at total cost of $ 7,217,275 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.

Flurida Group, Inc. also purchased Motors, Lamps, Icemakers, Fans, Magnets, and Dac boxes from Qingdao Fubida Electronics Co., Ltd. at total cost of $1,040,983 for FOB shipping point at Qingdao, China.

The Company purchased Icemakers and parts from ChuZhou FuDa at total cost of $ 1,487,092 for FOB shipping point at Nanjing, China.

In addition, Flurida Group, Inc. purchased Magnets, Icemakers, Timers and related parts from Shanghai Fulu International Trading Co., Ltd., at total cost of $119,400 for FOB shipping point at Shanghai, China.

From the period of January to December 2010, the Company had total purchase of $ 10,245,791.

F-21

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS (Continued)

Cost of Goods Sold ( Continued)

At the year ended December 31, 2010, the Company had ending inventory $1,533,220.

In the year 2010, the company had freight cost of $16,440, and other service cost of $ 2,564.

Therefore, in the year ended December 31, 2010, the Company incurred a total cost of good sold of $ 9,985,444.

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%.

On August 6, 2010, the Company advanced additional $6,535.59 to related party supplier, Zhong Nan Fu Rui for the same interest of $5.31% without written agreement. The payment term is on demand.

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.

F-22

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE D – SHAREHOLDERS’ EQUITY (Continue)

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 December 31, 2009.

There were no new shares issued during the period ending December 31, 2010.

Therefore, as of December 31, 2010 total shares issued and outstanding are 38,990,827.

NOTE E – GOING CONCERN

The Company’s operating history and financial resources may raise 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. In 2010, the Company generated sales revenue of $11,208,925, and cumulative net income of $187,572 from December 19, 2006 (date of inception) through December 31, 2010. The Company’s 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 it’s 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 December 31, 2010, the cash and cash equivalent balance was $992,825, 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.

F-23

Exhibit A

Operating Expense
	2010		2009
Expense
Administration Expense		9,090.75		135.00
Bad Debt Expense		14,393.26		0.00
Bank Service Charges		1,868.87		1,217.92
Business operation tax		578.65		2,869.80
Business Registration		1,387.00		764.73
Certification Fee		68,233.99		47,327.76
Computer and Internet Expenses		1,636.78		2,664.51
Credit card Finance Charge		234.95		0.00
Dues and Subscriptions		292.00		189.00
Flurida Europe Operating Expense		3,951.00		0.00
Fuel charge		871.06		368.48
Gift and Promotion		6,982.78		179.93
Industry Show		100.00		17,517.08
Insurance Expense		1,011.53		9,218.70
Meals and Entertainment		6,190.57		2,881.20
Office Supplies		8,030.22		3,839.15
Parking fee		236.80		90.00
Payroll Expense - ER		29,035.81		24,898.69
Payroll Expenses - EE		463,056.75		303,221.87
Postage & Shipping		4,791.14		4,282.19
Professional Fees		157,985.18		83,915.70
Rent Expense		30,442.95		23,701.96
Repairs and Maintenance		1,528.53		0.00
Telephone Expense		7,454.37		5,742.93
Travel Expense
Air agent fee		1,022.77		192.19
Airfare		45,135.83		29,216.27
Car Rental		2,863.05		899.33
Hotel Expense		19,975.79		16,485.32
Local Transportation		1,648.60		52.45
Travel Expense - Other		5,556.03		5,183.88
Total Travel Expense		76,202.07		52,029.44
Utilities		2,433.55		962.49
Total Expense		898,020.56		588,018.53

F-24

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosures

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer/Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2010. Based upon such evaluation, the Chief Executive Officer/ Chief Financial Officer has concluded that, as of December 31, 2010, the Company’s disclosure controls and procedures were not effective. This conclusion by the Company’s Chief Executive Officer/ Chief Financial Officer does not relate to reporting periods after December 31, 2010.

Management’s Report on Internal Control Over Financial Reporting

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2010 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial situation, we will be implementing further internal controls as we become operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on its evaluation as of December 31, 2010, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2010. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the following:

1. Accounting and Finance Personnel Weaknesses – Our current accounting staff is relatively small and we do not have the required infrastructure of meeting the higher demands of being a U.S. public company. This material weakness also relates to a lack of personnel with expertise in preparing financial statements in accordance with U.S. GAAP, in addition to the small size of the staff.

2. Lack of Internal Audit Function – We lack sufficient resources to perform the internal audit function.

In order to mitigate these material weaknesses to the fullest extent possible, all work of the CFO is reviewed by the CEO. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it will be immediately implemented. The Company continues to study the implementation of additional internal controls over accounting and financial reporting.

This annual report does not include an attestation report of the Company s registered public accounting firm regarding internal control over financial reporting. Management s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 2010, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act

Directors and Officers

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our director and executive officer is as follows:

Name	Age	Position
Jianfeng Ding	53	Chairman of the Board, President, and CEO
Yaru Huang	42	Chief Financial Officer and Chief Accounting Officer
Xiaoyong Fu	48	Director
Ying Zhong	38	Chief Representative, Director

Ding, Jianfeng. Jianfeng Ding joined us in December 19, 2006 Chairman of Board of Directors, Chief Executive Officer. From September 1998 to December 2006, he was President of Flurida Industries (Hong Kong) Co., Ltd., a Hong Kong corporation doing business of distribution of appliance parts. In 1981, he graduated from Hang Zhou Electronic Technical University majoring in mechanical engineering. From 1985-1989, he studied at Xi’an Electronic Science University on Application of Computer Science. As a member of the board, Mr. Ding contributes his knowledge of the company and a deep understanding of all aspects of our business, products and markets, as well substantial experience developing corporate strategy, assessing emerging industry trends, and business operations.

Huang, Yaru. Yaru Huang joined us in December 19, 2006 as Chief Financial Officer and Chief Accounting Officer. From September 1998 to December 2006, she was vice-president of Flurida Industries (Hong Kong) Co., Ltd., a Hong Kong corporation doing business of distribution of appliance parts. In June 2002, she received a Master of Business Administration Degree at Keller Graduate School of Management, from DeVry University. In September 1990, she received a degree of Bachelor of Science from Lanzhou Enginerring Institute of Survey and Design, Railway Ministry in Lanzhou. As a member of the board, Ms. Huang contributes his financial expertise based on his significant industry and financial experience.

Xiaoyong Fu. He has been a director since December 2008. From 04/1997 to 06/2004, he was Senior Design Engineer, Maytag Corporation, Appliance Manufacturer. From 07/2004 to 10/2005, he was Manager of Technology, Jacuzzi Whirlpool Bath, Bath Products. From 11/2005 to 09/2007, he was Senior Design Engineer, Electrolux Major Appliance, Appliance Manufacturer. From 09/2007 to date, he has been Senior Engineer, GE – Energy, Gas Turbines. In 07/1984, he received a Bachelor of Mechanical Engineering, Tsinghua University. In 10/1987, he received a Master of Nuclear Engineering, China Institute of Atomic. In 05/1997, he received a Ph.D. of Mechanical Engineering, Purdue University. As a member of the board, Mr. Fu contributes the benefits of his executive leadership and management experience.

Ying Zhong joined us as director and Vice President in Oct/2007. From Jan/2004 to Sep/2007, she was Vice President, New Business Development of Flurida Industries (Hong Kong) Ltd., which manufactures and distributes household appliance components. From Feb/2003 to Dec/2003, she was Manager, Chicago Office of Flurida Industries (Hong Kong) Ltd., which manufactures and distributes household appliance components. From Sep/1995 to Aug/2001, she was Operational Assistant Manager of Young’s Engineering Shanghai Office, which provides Mechanical and Electrical Engineering service to construction industry. In Sep/2001, she received a Master Degree of Business Administration from University of Illinois at Chicago. In July/1993, she received a Bachelor Degree of Law from Hua Qiao University. As a member of the board, Ms. Zhong contributes significant industry-specific experience and expertise on our products and services

Family Relationships

Jianfeng Ding and Yaru Huang are husband and wife.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.

Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.

Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Code of Ethics

We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer.

Compliance with Section 16(a) of the Exchange Act

Compliance is not required.

Item 11. Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our two most highly compensated executive officers other than our PEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us or our subsidiary for the latest two fiscal years ended December 31, 2010, and December 31, 2009.

Name	Title	Year	Salary		Bonus		Stock awards		Option awards		Non equity incentive plan compensation		Non qualified deferred compensation and all other compensation		Total compensation
Jianfeng Ding	Chairman CEO	2010		200,000		50,000		0		0		0		0		250,000
		2009		150,000		0		0		0		0		0		150,000
Yaru Huang	CFO	2010		70,000		10,000		0		0		0		0		80,000
		2009		60,000		0		0		0		0		0		60,000
Ying Zhong	Director	2010		70,000		10,000		0		0		0		0		80,000
		2009		60,000		0		0		0		0		0		60,000

Compensation Agreements

We have the following oral compensation agreements:

Mr. Jianfeng Ding, Chairman, CEO, and President:

Main responsibilities of the position are as follows:

Board Administration and Support — Supports operations and administration of Board by advising and informing Board members, interfacing between Board and staff, and supporting Board's evaluation of chief executive.

Program, Product and Service Delivery — Oversees design, marketing, promotion, delivery and quality of programs, products and services

Financial, Tax, Risk and Facilities Management — Recommends investment activities, issue quarterly and annual reports for Board approval and prudently manages organization's resources within those guidelines according to current laws and regulations

Human Resource Management — Effectively manages the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations

Community and Public Relations — Assures the organization and its mission, programs, products and services are consistently presented in strong, positive image to relevant shareholders.

Raising capitals – Oversees capital raising planning and implementation, including identifying resource requirements, establishing strategies to approach investors, submitting proposals and administrating capital raise records and documentation.

Employment period is three years from December 2006 to December 2009. Annual salary will be $150,000 starting to pay at January, 2009. The salaries accrued from December 2006 and December 2008 will be waived by Jianfeng Ding. Accordingly, there is no salary payment for Jianfeng Ding in 2006, 2007, and 2008, respectively. The employment was renewed in January 2010 for another three years with annual salary of $200,000 to pay at January 2010.

Ms. Yaru Huang, CFO

Main responsibilities of the position are as follows:

1. Oversee the corporate finance in accordance with the General Accepted Accounting Principles of the United States, General Principles of Corporate Finance, and Financial Management System developed by the company.

2. Implement the directives of the CEO and the Board of Directors in the following financial areas: allocation of all the corporate capital and management of the company’s capital or other investments.

3. Develop corporate financial plan, control auditing analysis, raise capitals legally, make use of the corporate assets effectively, and make every efforts to increase the corporate economic benefits.

4. Supervise and manage the finances of the subsidiaries of the company. Employment period is three years from December 2006 to December 2009. Annual salary will be $60,000 starting to pay at January, 2009.

The salaries accrued from December 2006 to December 2008 will be waived by Yaru Huang. Accordingly, there is no salary payment for Yaru Huang in 2006, 2007, and 2008, respectively.

Employment period was three years from December 2006 to December 2009. Annual salary will be $60,000 starting to pay at January, 2009. The employment was renewed in January 2010 for another three years with annual salary of $70,000 to pay at January 2010.

Ying Zhong, Vice President, Business Development

Main responsibility of the position are as follows:

1.	Assist CEO to develop new products and new businesses in different markets

2.	Handle detail operation of the existing businesses with clients in US, Europe, Australia, South America, which include order process, customer service, etc.

3.	Manage and assist agents in Europe, Mexico and China to develop and maintain the businesses in these markets.

Employment period was three years from October 2007 to October 2009. Annual salary will be $60,000 starting to pay at April 2009. The salaries accrued from October 2007 to December 2008 will be waived by Ying Zhong. Accordingly, there is no salary payment for Ying Zhong in 2007, and 2008, respectively. The employment was renewed in January 2010 for another three years with annual salary of $70,000 to pay at January 2010.

Compensation Committee Interlocks and Insider Participation

We have no compensation committee (or other board committee performing equivalent functions). The board of directors will make decisions for the compensation of executive officers. Currently, there are four directors: Jianfeng Ding, Yaru Huang, Ying Zhong are also executive officers and shareholders with more than 5% of issued common stocks; Director Xiayong Fu is an outside director without participating the Company’s daily management function. Xiaoyong Fu is not compensated for serving as director. During the last completed fiscal year, there are no other individuals participated in deliberations of the registrant’s board of directors concerning executive officer compensation.

Outstanding Equity Awards At Fiscal Year-End

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END December 31, 2010

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Jianfeng Ding		0		0		0		0		0		0		0		0		0
Yaru Huang		0		0		0		0		0		0		0		0		0

Ying Zhong		0		0		0		0		0		0		0		0		0

No option awards, unexercised options, unvested stock awards or equity incentive plan awards were granted to our named executive officers during fiscal year ended at December 31, 2010.

Director Compensation

The following table summarizes the compensation paid to Flurida Group’ directors for the fiscal year ended December 31, 2010:

Name	Fees Earned or Paid in Cash		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Jianfeng Ding		0		0		0		0		0		0
Yaru Huang		0		0		0		0		0		0
Xiaoyong Fu		0		0		0		0		0		0
Ying Zhong		0		0		0		0		0		0

No director was paid in any form of compensation as of December 31, 2010.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. Our directors and executive officers have filed such reports as required.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders is 800 West Fifth Avenue, Suite 210B, Naperville, IL 60563.

Name	Number of Shares of Common stock		Percentage

Jianfeng Ding [1]		13,498,880		34.62	%
Yaru Huang [1]		13,498,880		34.62	%
Ying Zhong		2,000,000		5.13	%
Xiaoyong Fu		750,000		1.92	%
All executive officers and directors as a group [4 persons]		32,129,760		77.26	%

[1] Owned 13,498,880 shares in the name of Jianfeng Ding and 13,498,880 shares in the name of Yaru Huang, husband and wife.

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 38,990,827 shares of common stock outstanding as of December 31, 2010.

Securities authorized for issuance under equity compensation plans

5,000,000 shares of Common Stock

Item 13. Certain Relationships and Related Transactions, and Director Independence.

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	%