Attached files

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8-K - CURRENT REPORT - CHINA GLOBAL MEDIA INCtkstar8k072211.htm
EX-10 - SERIES D WARRANT - CHINA GLOBAL MEDIA INCtkstar8k072211ex108.htm
EX-10 - SERIES C WARRANT - CHINA GLOBAL MEDIA INCtkstar8k072211ex107.htm
EX-99 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS - CHINA GLOBAL MEDIA INCtkstar8k072211ex991.htm
EX-10 - COMMON STOCK PURCHASE AGREEMENT - CHINA GLOBAL MEDIA INCtkstar8k072211ex101.htm
EX-10 - SERIES B WARRANT - CHINA GLOBAL MEDIA INCtkstar8k072211ex106.htm
EX-10 - SHARE EXCHANGE AGREEMENT - CHINA GLOBAL MEDIA INCtkstar8k072211ex103.htm
EX-10 - SUBSCRIPTION AGREEMENT - CHINA GLOBAL MEDIA INCtkstar8k072211ex104.htm
EX-10 - SERIES A WARRANT - CHINA GLOBAL MEDIA INCtkstar8k072211ex105.htm
EX-10 - REGISTRATION RIGHTS AGREEMENT - CHINA GLOBAL MEDIA INCtkstar8k072211ex109.htm
EX-10 - ASSIGNMENT AND ASSUMPTION AGREEMENT - CHINA GLOBAL MEDIA INCtkstar8k072211ex102.htm
EX-10 - OPERATING AGREEMENT (NORTH LATITUDE 30) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1016.htm
EX-10 - PROXY AGREEMENT (ZHONGTE) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1029.htm
EX-10 - ESCROW AGREEMENT - CHINA GLOBAL MEDIA INCtkstar8k072211ex1011.htm
EX-10 - EQUITY PLEDGE AGREEMENT (BEICHEN) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1022.htm
EX-10 - CONSULTING SERVICE AGREEMENT (ZHONGTE) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1025.htm
EX-10 - EQUITY PLEDGE AGREEMENT (NORTH LATITUDE 30) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1017.htm
EX-10 - OPTION AGREEMENT (BEICHEN) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1023.htm
EX-10 - CONSULTING SERVICE AGREEMENT (BEICHEN) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1020.htm
EX-10 - COMMUNICATIONS SERVICES ESCROW AGREEMENT - CHINA GLOBAL MEDIA INCtkstar8k072211ex1013.htm
EX-10 - OPERATING AGREEMENT (ZHONGTE) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1026.htm
EX-10 - COMMUNICATIONS SERVICES AGREEMENT - CHINA GLOBAL MEDIA INCtkstar8k072211ex1012.htm
EX-10 - EQUITY PLEDGE AGREEMENT (ZHONGTE) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1027.htm
EX-10 - PROXY AGREEMENT (NORTH LATITUDE 30) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1019.htm
EX-10 - LOCKUP AGREEMENT - CHINA GLOBAL MEDIA INCtkstar8k072211ex1010.htm
EX-10 - OPERATING AGREEMENT (BEICHEN) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1021.htm
EX-10 - OPTION AGREEMENT (NORTH LATITUDE 30) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1018.htm
EX-10 - OPTION AGREEMENT (ZHONGTE) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1028.htm
EX-10 - PROXY AGREEMENT (BEICHEN) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1024.htm
EX-10 - PROMISSORY NOTE CONVERSION AGREEMENT - CHINA GLOBAL MEDIA INCtkstar8k072211ex1014.htm
EX-99 - UNAUDITED PRO FORMA - CHINA GLOBAL MEDIA INCtkstar8k072211ex993.htm
EX-10 - CONSULTING SERVICE AGREEMENT (NORTH LATITUDE 30) - CHINA GLOBAL MEDIA INCtkstar8k072211ex1015.htm

Exhibit 99.2


PHOENIX INTERNATIONAL (CHINA) LIMITED


CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 2011 AND 2010






PHOENIX INTERNATIONAL (CHINA) LIMITED

Consolidated Financial Statements

March 31, 2011 and 2010



Table of Contents


 

Page

Report of Independent Registered Public Accounting Firm

1

Consolidated Balance Sheets

2

Consolidated Statements of Operations and Comprehensive Income

3

Consolidated Statements of Cash Flows

4

Notes to Consolidated Financial Statements

5







Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders

Phoenix International (China) Limited





We have reviewed the accompanying consolidated balance sheet of Phoenix International (China) Limited (the “Company”) as of March 31, 2011, and the related consolidated statements of operations and comprehensive income, and cash flows for the three months ended March 31, 2011 and 2010. These consolidated financial statements are the responsibility of the Company's management.


We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.


We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Phoenix International (China) Limited as of December 31, 2010, and the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated April 11, 2011, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 2010, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.




/s/ Patrizio & Zhao, LLC


Parsippany, New Jersey

May 2, 2011



1



PHOENIX INTERNATIONAL (CHINA) LIMITED


Consolidated Balance Sheets


 

 

March 31,

 

December 31,

 

 

2011

 

2010

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

$

825,229

$

797,093

Accounts receivable, net of allowance for doubtful accounts of $145,513

 

3,240,702

 

3,096,232

            and $141,830 at March 31, 2011 and December 31, 2010, respectively

 

 

 

 

Advance payments

 

5,753,934

 

4,522,647

Due from unrelated parties

 

584,957

 

578,396

Due from shareholders

 

485,330

 

413,703

Other current assets

 

282,888

 

126,218

Total current assets

 

11,173,040

 

9,534,289

 

 

 

 

 

Property and equipment, net

 

3,142,125

 

3,165,124

 

 

 

 

 

Total assets

$

14,315,165

$

12,699,413

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable and accrued expenses

$

2,680,430

$

2,063,089

Short-term bank loan

 

305,400

 

303,400

Advances from customers

 

901,619

 

768,773

Current maturities of capital lease obligations

 

20,790

 

20,654

Income taxes payable

 

2,670,998

 

2,448,444

Other taxes payable

 

717,759

 

722,518

Other current liabilities

 

99,692

 

119,874

Total current liabilities

 

7,396,688

 

6,446,752

 

 

 

 

 

Long-term capital lease obligations

 

62,346

 

67,101

 

 

 

 

 

Total liabilities

 

7,459,034

 

6,513,853

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

Common stock

 

 1,290

 

 1,290

Additional paid-in capital

 

 493,700

 

 493,700

Statutory reserve

 

 257,630

 

 257,630

Retained earnings

 

 5,897,156

 

 5,270,514

Accumulated other comprehensive income

 

 206,355

 

 162,426

Total stockholders’ equity

 

 6,856,131

 

 6,185,560

 

 

 

 

 

Total liabilities and stockholders' equity

$

14,315,165

$

2,699,413




The accompanying notes are an integral part of these consolidated financial statements.


2



PHOENIX INTERNATIONAL (CHINA) LIMITED


Consolidated Statements of Operations and Comprehensive Income



 

 

For the Three Months Ended

 

 

March 31,

 

 

2011

 

2010

 

 

 

 

 

Sales

$

4,914,616

$

2,179,978

 

 

 

 

 

Cost of sales

 

3,868,302

 

1,325,518

 

 

 

 

 

Gross profit

 

1,046,314

 

854,460

 

 

 

 

 

Operating expenses:

 

 

 

 

Selling, general and administrative expenses

 

209,825

 

133,459

Total operating expenses

 

209,825

 

133,459

 

 

 

 

 

Income from operations

 

836,489

 

721,001

 

 

 

 

 

Other income (expenses):

 

 

 

 

Interest income (expense)

 

(3,909)

 

134

Non-operating expenses

 

(226)

 

(326)

Total other expenses

 

(4,135)

 

(192)

 

 

 

 

 

Income before provisions for income taxes

 

832,354

 

720,809

 

 

 

 

 

Provisions for income taxes

 

205,712

 

182,078

 

 

 

 

 

Net income

 

626,642

 

538,731

 

 

 

 

 

Other comprehensive income

 

 

 

 

Foreign currency translation adjustment

 

43,929

 

248

 

 

 

 

 

Comprehensive income

$

670,571

$

538,979




The accompanying notes are an integral part of these consolidated financial statements.


3



PHOENIX INTERNATIONAL (CHINA) LIMITED


Consolidated Statements of Cash Flows


 

 

For the Three Months Ended

 

 

March 31,

 

 

2011

 

2010

Cash flows from operating activities:

 

 

 

 

Net Income

$

626,642

$

538,731

Adjustments to reconcile net income to net cash

 

 

 

 

  provided by (used in) operating activities:

 

 

 

 

Depreciation

 

50,234

 

10,275

Changes in assets and liabilities:

 

 

 

 

Accounts receivable

 

(126,377)

 

(159,094)

Advance payments

 

(1,197,383)

 

(185,361)

Other current assets

 

(229,152)

 

42,389

Accounts payable and accrued expenses

 

602,703

 

(205,625)

Advances from customers

 

127,343

 

355,326

Income taxes payable

 

205,712

 

182,077

Other taxes payable

 

(9,490)

 

(9,995)

Other current liabilities

 

(20,900)

 

34,311

Total Adjustments

 

(597,310)

 

64,303

 

 

 

 

 

Net cash provided by operating activities

 

29,332

 

603,034

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Acquisition of property and equipment

 

(6,519)

 

-

 

 

 

 

 

Net cash used in investing activities

 

(6,519)

 

-

 

 

 

 

 

Effect of foreign currency translation on cash

 

5,323

 

206

 

 

 

 

 

Net increase in cash and cash equivalents

 

28,136

 

603,240

 

 

 

 

 

Cash and cash equivalents – beginning

 

797,093

 

455,466

 

 

 

 

 

Cash and cash equivalents – ending

$

825,229

$

1,058,706

 

 

 

 

 

Supplemental schedule of non cash activities:

 

 

 

 

 

 

 

 

 

Capital lease payment made by a shareholder on behalf of the Company  

$

5,180

$

-

 

 

 

 

 

Supplemental disclosure information:

 

 

 

 

Cash paid for interest

$

3,917

$

-

Cash paid for income taxes  

$

-

$

-




The accompanying notes are an integral part of these consolidated financial statements.


4



PHOENIX INTERNATIONAL (CHINA) LIMITED


Notes to Consolidated Financial Statements


Note 1 – Organization and Nature of Business


Phoenix International (China) Limited (the “Company”) was incorporated on October 19, 2009 under the laws of Hong Kong, the People’s Republic of China (“PRC”). On June 7, 2010, the Company invested 100% in Hunan Beiwei International Media Consulting Co., Ltd., a wholly foreign-owned enterprise (“WFOE”) in the county of Changsha, Hunan Province, PRC under the corporate laws of PRC.

 

On June 7, 2010, the WFOE entered into a series of agreements, the purpose of which was to restructure Changsha Zhongte Advertising Limited (“Zhongte”), Changsha Beiwei Sanshi Cultural Communication Limited (“Beiwei”) and Changsha Beichen Cultural Communication Limited (“Beichen”) in accordance with PRC law such that it could seek capital and grow its business (the “Restructuring”). Zhongte, Beiwei and Beichen were formed on September 27, 2002, August 26, 2003 and June 3, 2008, respectively, in the city of Changsha, Hunan Province, PRC under the corporate laws of PRC. The Agreements, including, but not limited to, a Consulting Services Agreement and an Operating Agreement, provide that all business revenues of Zhongte, Beiwei and Beichen will be directed in full by Zhongte, Beiwei and Beichen into bank accounts nominated by the WFOE, and the WFOE agrees to, as the guarantor for Zhongte, Beiwei and Beichen in the contracts, agreements or transactions in connection with Zhongte’s, Beiwei’s and Beichen’s operations with any other third party, provide full guarantee for the performance of such contracts, agreements or transactions. The general purpose of the agreements was for the WFOE to obtain voting rights and other stockholder rights in Zhongte, Beiwei and Beichen.


Note 2 – Summary of Significant Accounting Policies


Basis of Presentation and Consolidation


The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United Stated of America. The consolidated financial statements include the accounts of Phoenix International (China) Limited and its controlled subsidiaries. As disclosed in Note 1, the WFOE entered into a series of Agreements with Zhongte, Beiwei and Beichen.  Under FASB ASC 810 (formerly FIN-46R), Zhongte, Beiwei and Beichen are variable interest entities and the WFOE is the primary beneficiary. Therefore, the WFOE has consolidated Zhongte, Beiwei and Beichen in its financial statements. All inter-company transactions and balances have been eliminated in consolidation. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applicable to interim financial information and the requirements of Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.


In preparing the accompanying unaudited consolidated financial statements, we evaluated the period from March 31, 2011 through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. No such events were identified for this period.


Interim Financial Statements


These interim financial statements should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2010 and 2009, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited consolidated financial statements for the years ended December 31, 2010 and 2009.


Note 3 – Accounts Receivable


Accounts receivable are stated at original invoice amount less allowance for doubtful receivables based on management’s periodic review of aging of outstanding balances and customer credit history. Allowance for doubtful accounts amounted to $145,513 and $141,830 as of March 31, 2011 and December 31, 2010, respectively.


Note 4 – Advance Payments


The Company makes advance payments to certain media for issuing advertisements. As of March 31, 2011 and December 31, 2010, balances on advance payments were $5,753,934 and $4,522,647, respectively.



5



PHOENIX INTERNATIONAL (CHINA) LIMITED


Notes to Consolidated Financial Statements



Note 5 – Due from Unrelated Parties


As of March 31, 2011 and December 31, 2010, the Company had outstanding loans to unrelated parties of $584,957 and $578,396, respectively. These loans represent good-faith loans that are non-interest bearing given to third parties and are payable on demand.


Note 6 – Due from Shareholders


As of March 31, 2011 and December 31, 2010, the Company had outstanding loans to shareholders of $485,330 and $413,703, respectively. These loans are short-term in nature, unsecured and non-interest bearing and are payable on demand.


Note 7 – Property and Equipment


Property and equipment as of March 31, 2011 and December 31, 2010 consist of the following:


 

 

March 31,

2011

 

December 31,

2010

 

 

 

 

 

Office equipment and furniture

$

166,826

$

159,234

Vehicles

 

213,039

 

211,644

Vehicles – capital lease

 

145,772

 

144,818

Buildings

 

2,886,030

 

2,867,130

    Subtotal

 

3,411,667

 

3,382,826

Less: accumulated depreciation

 

269,542

 

217,702

 

 

 

 

 

    Total

$

3,142,125

$

3,165,124


Depreciation expense for the three months ended March 31, 2011 and 2010 was $50,234 and $10,275, respectively. For the three months ended March 31, 2011 and 2010, amortization of Vehicles under capital lease included in depreciation expense was $5,180 and $6,055, respectively.


Note 8 – Capital Leases – Future Minimum Lease Payments


The Company leases certain vehicles under agreements that are classified as capital leases. The cost of equipment under capital leases is included in the property and equipment and was $145,773 and $144,818 as of March 31, 2011 and December 31, 2010, respectively. Accumulated amortization of the leased vehicles as of March 31, 2011 and 2010 was $83,425 and $114,881, respectively. Amortization of assets under capital leases is included in depreciation expense.


The future minimum lease payments required under the capital leases and the present values of the net minimum lease payments as of March 31, 2011 are as follows:


Year Ending December 31,

 

Amount

2011

$

16,035

2012

 

20,654

2013

 

11,552

2014

 

4,747

2015

 

4,747

        Thereafter

 

25,401

Total minimum lease payments

$

83,136

Less: Current maturities of capital

 

 

          lease obligations

 

(20,790)

Long-term capital lease obligations

$

62,346




6



PHOENIX INTERNATIONAL (CHINA) LIMITED


Notes to Consolidated Financial Statements



Note 9 – Accounts Payable and Accrued Expenses


Accounts payable and accrued expenses consist of the following:


 

 

March 31

2011

 

December 31,

2010

 

 

 

 

 

Accounts payable

$

2,525,430

$

1,908,089

Accrued expenses

 

155,000

 

155,000

 

 

 

 

 

    Total

$

2,680,430

$

2,063,089


The carrying value of accounts payable and accrued expenses approximates their fair value due to the short-term nature of these obligations.


Note 10 – Short-Term Bank Loan


Short-term bank loan consists of the following:


 

 

March 31,

 

December 31,

 

 

2011

 

2010

 

 

 

 

 

On July 26, 2010, the Company signed a loan agreement with Bank of Changsha in the amount of $305,400, which is to be repaid in full by July 27, 2011; The interest is calculated using annual fixed interest rate of 5.31% and paid monthly. The loan is guaranteed by Hunan Furong Credit Guaranty for Small to Mid-size Enterprise, Ltd.

$

305,400

$

303,400

 

 

 

 

 

Total short-term bank loan    

$

305,400

$

303,400


Note 11 – Advances from Customers


As of March 31, 2011 and December 31, 2010, the Company had advances from customers of $901,619 and $768,773, respectively. As a common business practice, the Company requires certain customers to make advance payments for advertisements. Such advances are interest-free and unsecured.


Note 12 – Income Taxes


Phoenix International (China) Limited was incorporated in the Hong Kong China. Under the corporate tax laws of Hong Kong, it is not subject to tax on income or capital gain.


The Company’s Chinese subsidiary and affiliated operating companies based in China are governed by the Income Tax Law of the PRC concerning the private-run enterprises, which are generally subject to tax at a new statutory rate of 25% and were, until January 2008, subject to tax at a statutory rate of 33% (30% state income tax plus 3% local income tax) on income reported in the statutory statements after appropriate tax adjustments.


On March 16, 2007, the National People’s Congress of China approved the Corporate Income Tax Law of the PRC (the New CIT Law), which is effective from January 1, 2008. Under the new law, the corporate income tax rate applicable to all Companies, both domestic and foreign-invested companies, is 25%, replacing the previous applicable tax rate of 33%. For the three months ended March 31, 2011 and 2010, the income taxes provision for the Company was $205,712 and $182,078, respectively.


On February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued Cai Shui [2008] Circular 1 (“Circular 1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by a FIE prior to January 1, 2008 to foreign investor(s) in 2008 or after will be exempt from withholding tax (“WHT”) while distribution of the profit earned by an FIE after January 1, 2008 to its foreign investor(s) shall be subject to WHT. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future.



7



PHOENIX INTERNATIONAL (CHINA) LIMITED


Notes to Consolidated Financial Statements



Note 13 – Other Taxes Payable


Other taxes payable consists of the following:


 

 

March 31,

2011

 

December 31,

2010

 

 

 

 

 

Business taxes payable

$

496,806

$

501,108

Fees and surcharges payable

 

220,953

 

221,410

 

 

 

 

 

    Total

$

717,759

$

722,518


Note 14 – Risk Factors


The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. The Company's business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.


Note 15 – Risk of Concentrations and Credit Risk


For the three months ended March 31, 2011, five major media accounted for approximately 85% of the Company’s cost for issuing advertisements, while for the three months ended March 31, 2010, three major media accounted for approximately 70.7% of the Company’s cost for issuing advertisements. Total advertisements issued by these media were $3,287,291 and $937,141 for the three months ended March 31, 2011 and 2010, respectively.


Five major customers accounted for approximately 59% of the Company’s sales for the three months ended March 31, 2011. Ten major customers accounted for approximately and 41.5% of the Company’s sales for the three months ended March 31, 2010. Total sales to these customers were $2,901,919 and $904,690, for the three months ended March 31, 2011 and 2010, respectively.


Financial instruments which potentially subject the Company to credit risk consist principally of cash on deposit with financial institutions. Management believes that the financial institutions that hold the Company’s cash and cash equivalents are financially sound and minimal credit risk exists with respect to these investments.




8