Cash

Restricted Cash

Notes receivable

Accounts receivable, net

Inventories, net

Advances to third party suppliers

Other receivables

Amounts due from related parties

Deferred tax assets

 

 

 

 

Property, plant and equipment, net

Land use rights, net

 

 

 

 

 

 

Short-term bank borrowings

Accounts payable to third parties

Notes payable

Advance from third party customers

Payroll and welfare payable

Accrued expenses

Amounts due to related parties

Income tax payable

VAT and miscellaneous taxes payable

Other payables to third parties

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

Common stock, $.0001 par value, 13,294,500 shares authorized, issued and outstanding

Additional paid-in capital

Statutory reserves

Accumulated other comprehensive income

Retained earnings

 

 

 

 

 

Revenues

Cornstarch

Glucose

Others

 

 

Cost of Sales

Cornstarch

Glucose

Others

 

 

 

 

 

Operating expenses

Selling and distribution

General and administrative

 

 

 

 

Interest income

Interest expenses

Other expenses, net

 

 

 

 

Income tax expenses

 

 

 

 

 

 

Net income

Foreign currency translation adjustment

 

Total comprehensive income

 

Appropriation of statutory reserve

Contribution from shareholders

 

 

 

 

Net income

 

Adjustment to reconcile net income to net cash provided by operating activities

 

Depreciation of property, plant and equipment

Amortization of land use rights

Gain from disposals of fixed assets and other

 

Changes in operating assets and liabilities

 

Accounts receivable to third parties

Notes receivable

Advances to third party suppliers, net

Other receivables

Amounts due from related parties

Inventories

Accounts payable to third parties

Notes payable

Tax payable

Advances from third party customers

Payroll and welfare payable

Other payables to third parties

Amounts due to related parties

Accrued expenses

Deferred tax assets

Deferred tax liabilities

 

 

 

 

Release of restricted cash

Purchases of property and equipment

 

 

 

 

 

Bank loan repaid

Proceeds from additional paid-in capital

Proceeds from short-term bank borrowings

 

 

 

 

 

 

Net increase/(decrease) in cash

 

 

Cash, beginning of year

 

 

 

 

Supplementary disclosure of cash flow information:

Interest expense paid

Income taxes paid

 

SMSA Treemont Acquisition Corp. (the “Company”) was originally incorporated in the State of Nevada on 3 May 2010. Xiangrui Pharmaceutical International Limited (“Xiangrui”) was incorporated in the British Virgin Islands on 29 November 2010. Tai’an Yisheng Management & Consulting Co., Ltd (“WFOE”) was incorporated by Xiangrui on 6 May 2011 as a wholly foreign owned enterprise in China. Xiangrui is a holding company that has no operations or assets other than its ownership of all of the capital stock of the WFOE.

On 9 May 2011, the WFOE entered into a series of variable interest entity contractual agreements (the “VIE Agreements”) with Shandong Xiangrui Pharmacy Co., Ltd., (“Shandong Xiangrui”), a PRC company and its shareholders. The VIE Agreements are comprised of a series of agreements, including an Exclusive Technical and Consulting Service Agreement, Management Fee Payment Agreement, Equity Interest Pledge Agreement, Exclusive Equity Interest Purchase Agreement, Operating Agreement and Proxy Agreement, through which the WFOE has the right to advise, consult, manage and operate the Company for an annual consulting services fee in the amount of the Company’s yearly net income before tax. In order to further reinforce the WFOE’s rights to control and operate the Company, the Company’s shareholders have entrusted their shareholder’s rights in the Company to a person designated by the WFOE.

As a result of entering the abovementioned agreements, the WFOE deems to control Shandong Xiangrui as a Variable Interest Entity as required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10 Consolidated of Variable Interest Entities.

On 13 May 2011, the Company entered into the Share Exchange Agreement with Xiangrui and its sole shareholder, Mr. Xu. Pursuant to the Share Exchange Agreement the Company issued 12,363,885 newly created shares to Mr. Xu, and became the sole shareholder of Xiangrui. The shares the Company issued to Mr. Xu constitute 93% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement. Meantime, the Company issued 400,000 shares at par value to New Fortress Group Ltd., a British Virgin Islands entity, and the consideration had not been received.

The following table illustrates the equity transactions of the Company during the six month period ended 30 June 2011:

 

Shares issued as of 31 December 2010

New shares issued

Recapitalization for reverse acquisition

 

Balance as at 30 June 2011

 

This transaction has been accounted as a reverse acquisition and recapitalization of the Company whereby Xiangrui is deemed to be the accounting acquirer (legal acquiree) and the Company the accounting acquiree (legal acquirer). The historical financial statements for the periods prior to 13 May 2011 are those of consolidated results of Xiangrui and the Company.

The accompanying consolidated financial statements include the financial statements of the Company, Xiangrui, WFOE and Shandong Xiangrui (the “Group”)

The Group has adopted FIN 46R which requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns.

In the opinion of management, the unaudited condensed financial statements have been prepared and presented in accordance with the accounting principles generally accepted in the United States of America (US GAAP) for interim financial information and with the instruction to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by US GAAP. However, the information included in these interim financial statements reflects all adjustments (consisting solely normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for the full year.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, revenue recognition, allowance for doubtful accounts, provision for inventories, useful lives of property and equipment and intangible assets, income tax and tax related valuation allowance, and contingencies. Actual results could differ significantly from those estimates.

The functional currency of Shandong Xiangrui is Chinese Renminbi (RMB), as determined based on the criteria of FASB ASC 830 Foreign Currency Matters. The Group uses the U.S. dollar for financial reporting purpose.

Shandong Xiangrui translates assets and liabilities into U.S. dollars using the applicable exchange rate quoted by the People’s Bank of China at the balance sheet date. The income and expenses items are translated using average rates during the reporting period. Adjustments resulting from the translation of financial statements from RMB into U.S. dollars are recorded in shareholders’ equity as part of accumulated other comprehensive income — translation adjustments. The exchange rates used for the translation are listed below.

 

June 30, 2011

December 31, 2010

 

Second quarter of 2011

First half of 2011

Second quarter of 2010

First half of 2010

The Group adopted ASC 820 Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and requires disclosures to be provided on fair value measurement.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Include other inputs that are directly or indirectly observable in the marketplace; and

Level 3 — Unobservable inputs which are supported by little or no market activity, therefore requiring an entity to develop its own assumptions.

The Group considers all cash on hand and demand deposits as cash.

Restricted cash represents amounts held by banks, which are not available for the Group use, as secure for issuance of letters of credit.

Notes receivable represent bank notes which are paid by third party commercial banks upon due thus are believed to have low credit risk. Provisions are made against notes and accounts receivable for estimated losses resulting from the inability of collecting payments from our customers. The Group periodically assesses notes and accounts receivable balances to determine whether an allowance for doubtful accounts should be made based upon historical bad debt analysis, specific customer creditworthiness, and current economic trends. Notes and accounts receivable in the balance sheets are stated net of such provision, if any.

Inventories are stated at the lower of cost or net realizable value at balance sheet date. Cost of inventories is determined using the weighted average method. Provisions are made for excessive, slow moving and obsolete inventories as well as inventories whose carrying value exceeds their net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs and expenses and related taxes necessary to make the sale. Provision for inventories is determined on an individual item basis. Raw material costs are based on purchase costs while work-in-progress and finished goods comprise direct materials, direct labor and an allocation of manufacturing overhead costs.

Property, plant and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives detailed as follows:

 

Buildings

 

Machinery

 

Office equipments

 

Vehicles

All direct and indirect costs that are related to the construction of property and equipment and incurred before the assets are ready for their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property and equipment accounts and commences depreciation when these assets are ready for their intended use. Interest costs are capitalized if they are incurred during the acquisition, construction or production of a qualifying asset and such costs could have been avoided if expenditures for the assets have not been made. Capitalization of interest costs commences when the activities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Interest costs are capitalized until the assets are ready for their intended use. Capitalization of interest costs is suspended during extended periods in which activities related to the acquisition or construction of the qualifying assets are interrupted.

Prepayments for land use rights represent amounts paid for the right to use land in China and are recorded at cost less accumulated amortization. Amortization is recorded on a straight-line basis over the terms of the respective land use rights agreements, which are 50 years.

The Group recognizes revenue pursuant to ASC 605 Revenue Recognition, where persuasive evidence of an arrangement exists (demonstrated via contract with purchasers), delivery has occurred, the seller’s price is fixed or determinable and collectibility is reasonably assured. This generally occurs when the customer receives the product or at the time title passes to the customer. Customers generally do not have the right to return product unless damaged or defective. The Group does not provide discount for early payments or any other allowances on sales.

Shipping and handling costs are included in selling expenses. The shipping and handling costs for the six-month period ended June 30, 2011 and 2010 were US$317,347 and US$236,833, respectively.

Cost of goods sold consists primarily of purchase costs of raw material, direct labor costs and overhead expenses attributable to production and machine depreciation.

Advertising expenditures are expensed as incurred. There were no advertising costs incurred in the reporting period.

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220 Comprehensive Income requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Group has chosen to report comprehensive income in the Statements of Stockholders’ Equity. The Group’s other comprehensive income represents foreign currency translation adjustments.

The Group uses the accrual method of accounting to determine income taxes for the year. The Group has implemented Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. Income tax liabilities computed according to the United States and People’s Republic of China (PRC) tax laws are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to accumulated depreciation, allowance for doubtful accounts as well as the potential impact of any net operating loss carryforwards and their potential utilization. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will be either taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is created to evaluate deferred tax assets if it is more likely than not that these items will either expire before the Group is able to realize that tax benefit, or that future realization is uncertain.

The Group’s operation in U.S. files income tax returns in the United States of America and various states, as appropriate and applicable. As a result of the Company’s bankruptcy action, the Company’s operation in U.S. is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to 1 August 2008. The Company does not anticipate any examinations of returns filed for periods ending after 1 August 2008.

All of Shandong Xiangrui’s operations are in China. Shandong Xiangrui’s operations in China are subject to China’s New Enterprise Income Tax (“EIT”) Law, which became effective on 1 January 2008 and has a uniform statutory tax rate of 25 percent.

In accordance with the relevant tax laws of China, value-added taxes (VAT) are levied on the invoiced value of sales and are payable by the purchaser. The Company is required to remit the VAT it collects to the tax authority, but can deduct the VAT it has paid on eligible purchases. The difference between the amounts collected and paid is presented as VAT recoverable or payable balance on the balance sheets.

Full-time employees of Shandong Xiangrui participate in a government-mandated multi-employee defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require Shandong Xiangrui make contributions to the government for these benefits based on a specific percentage of the employees’ salaries up to a maximum of three times the average annual salary for the city in which Shandong Xiangrui operates for the prior year. Shandong Xiangrui has no legal obligation for the benefits beyond the contributions made.

The Group evaluates its long-lived assets, including property and equipment for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360 Property, Plant and Equipment. When these events occur, the Group assesses the recoverability of long-lived assets by comparing the carrying amount of the assets to the expected future undiscounted cash flows resulting from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. No impairment of long-lived assets was recognized for any of the years presented.

We receive grants from the government. The grants received from government are recorded in the financial statements in accordance with the purpose and the nature of the grant, either as other income, a reduction of expenses, or a reduction of the cost of the capital investment. The benefit of grants is recorded when performance is complete and all conditions as specified in the agreement are fulfilled. Any refundable grant is accounted for as a liability.

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Group’s net income (loss) position at the calculation date.

As of 30 June 2011, the Group had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation.

In July 2010, the FASB issued ASU 2010-20 an accounting update to provide guidance to enhance disclosures related to the credit quality of a company’s financing receivables portfolio and the associated allowance for credit losses (“FASB ASC Topic 310”). Pursuant to this accounting update, a company is required to provide a greater level of disaggregated information about its allowance for credit loss with the objective of facilitating users’ evaluation of the nature of credit risk inherent in the Group’s portfolio of financing receivables, how that risk is analyzed and assessed in arriving at the allowance for credit losses, and the changes and reasons for those changes in the allowance for credit losses. The revised disclosures as of the end of the reporting period are effective for the Group beginning in the second quarter of fiscal 2011, and the revised discourses related to activities during the reporting period are effective for the Group beginning in the third quarter of fiscal 2011. The adoption of such standard did not have a material impact on the Group’s consolidated financial statements and disclosures.

In December 2010, the FASB issued ASU 2010-28 an accounting pronouncement related to intangibles — goodwill and other (“FASB ASC Topic 350”), which requires a company to consider whether there are any adverse qualitative factors indicating that an impairment may exist in performing step 2 of the impairment test for reporting units with zero or negative carrying amounts. The provisions for this pronouncement are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with no early adoption. We will adopt this pronouncement for our fiscal year beginning July 1, 2011. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29 an accounting pronouncement related to business combinations (“FASB ASC Topic 815”), which specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. It also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this Update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In January 2011, the FASB issued ASU 2011-01 an accounting pronouncement related to receivables (“FASB ASC Topic 310”). The amendments in this update temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after 15 June 2011. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.

Buildings

Machinery

Office equipment

Motor vehicles

 

Total

Less: Accumulated depreciation

 

Subtotal

Construction in progress

 

Property, plant and equipment, net

 

Land use rights, cost

Less: accumulated amortization

 

Land use rights, net

 

Rural Cooperative Bank of Dongping, Shandong

China Merchant Bank

Agricultural Develop Bank

Bank of Communications

 

Total

 

Income before taxes and the provision for taxes consists of the following:

Income before taxes:

US Federal

US State

BVI

PRC

 

Total income before taxes

 

Provision for income taxes:

Current:

US Federal

US State

BVI

PRC

 

Current income taxes

 

 

Deferred

US Federal

US State

BVI

PRC

 

Deferred income taxes

 

 

Total provision for income taxes

 

 

Income (loss) before taxes:

US Federal

US State

BVI

PRC

 

Total income (loss) before taxes

 

Provision for income taxes:

Current:

US Federal

US State

BVI

PRC

 

Current income taxes

 

 

Deferred

US Federal

US State

BVI

PRC

 

Deferred income taxes

 

 

Total provision for income taxes

 

Profit before income tax

Corporate income tax rate

Computed tax at statutory rate

Income exempted from taxation

Expenses not deductible for tax purposes

 

Provision for income taxes

 

Profit before income tax

Corporate income tax rate

Computed tax at statutory rate

Income exempted from taxation

Expenses not deductible for tax purposes

 

Provision for income taxes

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Components of the Group’s deferred tax assets and liabilities are as follows:

Deferred tax assets

Allowance for doubtful accounts

 

Total deferred tax assets

 

 

Deferred tax liabilities

Depreciation of property, plant and equipments

 

Total deferred tax liabilities

 

VAT

Urban construction tax

Education tax

Local supplementary tax

Land use tax

Real estate tax

Stamp duty

Personal income tax payable on behalf of staffs

 

 

Total

 

Purchases of property and equipment

Others

 

 

Total

 

 

Statutory reserve

Discretionary reserve

 

Total

 

 

Shandong Runyin Bio-chemical Co., Ltd.

Ruixing Group Co., Ltd.

Shandong Xinrui Chemical Devices Co., Ltd.

For the six months ended 30 June 2011, and 2010, the Group engaged in the following significant related party transactions:

Steam supply received from

Shandong Runyin Bio-chemical Co., Ltd.

 

Shandong Runyin Bio-chemical Co., Ltd.

 

Shandong Xinrui Chemical Devices Co., Ltd.

 

Shandong Runyin Bio-chemical Co., Ltd.

 

Shandong Runyin Bio-chemical Co., Ltd.

 

As of 30 June 2011 and 31 December 2010, the Group had following balances with related parties:

 

Shandong Runyin Bio-chemical Co., Ltd.

 

Total

 

Ruixing Group Co., Ltd.

Shandong Runyin Bio-chemical Co., Ltd.

 

Total

 

In January 2009, Shandong Xiangrui entered into a non-cancelable contract with Shandong Runyin Bio-chemical Co., Ltd. to secure the steam and electricity supply for Shandong Xiangrui’s cornstarch and glucose production. The non-cancelable utility supply contract with the Shandong Runyin Bio-chemical Co., Ltd. expires in December 2014 with a price that approximates market price. Total amount of the contract per year would be determined by the actual quantity of utilities consumed by Shandong Xiangrui. Please refer to Note 11 for the actual value of supply consumed by Shandong Xiangrui in six months ended 30 June 2011 and 2010 respectively.

As of 30 June 2011, Shandong Xiangrui pledged its building with net book value of US$2,510,867 to Citibank (China) Co., Ltd., Shanghai Branch to secure a long term bank loan provided by the bank to Shandong RunYin Bio-Chemical Co., Ltd.

As of 30 June 2011, Shandong Xiangrui pledged its land use rights with net book value of US$646,372 to Citibank (China) Co., Ltd., Shanghai Branch to secure a long term bank loan provided by the bank to Shandong RunYin Bio-Chemical Co., Ltd, a related party (Note 11).

As of 30 June 2011, Shandong Xiangrui entered into non-cancellable contracts with some constructor and machinery suppliers for purchase of plant and machinery with amount of US$793,576.

The Group had no material contingent events during the reporting period.