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v2.3.0.11
Related Party Transactions
6 Months Ended
Jun. 30, 2011
Related Party Transactions
Note 5 — Related Party Transactions
An entity controlled by the Company’s principal shareholder and director, SSC Mandarin Investment Group Limited, provided preliminary funding in the amount of approximately $24,000 for formation and operating costs and deferred offering costs for the period from December 6, 2010 (Inception) to December 31, 2010, which is included in due to related party. On January 5, 2011, the Company issued a $50,000 unsecured promissory note to SSC Mandarin Investment Group Limited, which included a conversion of the amounts previously recorded as due to related party. The note is non-interest bearing and is payable on the earlier of January 5, 2012 or the consummation of the Proposed Offering. As of December 31, 2010 and June 30, 2011 (unaudited), SSC Mandarin Investment Group Limited had advanced to the Company an aggregate of approximately $24,000 and $281,000, respectively, to cover operating costs and deferred offering costs.
 
The Company currently occupies office space provided by an affiliate of its Chairman and Chief Executive Officer. Such affiliate has agreed that, from the consummation of the Proposed Offering until the consummation of the initial Business Combination by the Company or the distribution of the Trust Account to the Public Shareholders, it will make such office space, as well as general and administrative services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $10,000 per month for such services.

Robin Lee, director and officer of the Company, and other officers of the Company have agreed to purchase in a private placement warrants simultaneously with the consummation of the Proposed Offering at an aggregate purchase price of approximately $3,000,000 from the Company and not as part of the Proposed Offering. The purchasers will agree not to transfer such warrants until the completion of a Business Combination. Management does not believe that the sale of warrants to such individuals will result in the recognition of stock-based compensation expense because the warrants are being sold at or above fair value. However, the actual fair value of the warrants and any stock-based compensation will be determined on the date of issuance.

The Company has entered into an agreement with Global Strategic Partners Limited, an entity for which John Ambruz, a director of the Company, is the Managing Member. The agreement provides for financial advisory and coordination services related to the Proposed Offering. Costs for services provided by both Global Strategic Partners Limited and its Managing Member total approximately $50,000 and $10,000 for the period December 6, 2010 (inception) through June 30, 2011 and January 1, 2011 through June 30, 2011 (unaudited) and are included in deferred offering costs and accrued offering costs. Additional fees of $225,000 will be paid upon consummation of the Proposed Offering and fees of $325,000 upon consummation of a Business Combination. The Company will also reimburse Global Strategic Partners Limited for its reasonable out-of pocket expenses.

In January 2011, Robin Lee transferred a total of 912,813 ordinary shares to other parties, including 452,813 ordinary shares to Global Strategic Partners Limited (‘‘GSPL’’) and 23,000 ordinary shares to John F. Ambruz, GSPL’s Managing Member, at a purchase price of approximately $0.01 per share (or an aggregate of $10,583), the same price Mr. Lee originally paid for such shares. Mr. Lee transferred the shares to these parties, including GSPL and Mr. Ambruz, so they could participate in the equity ownership of the Company at the same price that Mr. Lee was participating without the need for the Company to issue additional shares and cause further dilution. The transfer of shares to Mr. Ambruz was made after he had agreed to serve as director of the Company. However, the transfers to Global Strategic Partners Limited and Mr. Ambruz were not in any way related to the advisory agreement with GSPL described in Note 5 above.