Mobile Presence Technologies Inc. - FORM 10-Q

Attached files

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EX-32.1 - EXHIBIT 32.1 - Mobile Presence Technologies Inc.	v239074_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Mobile Presence Technologies Inc.	v239074_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Mobile Presence Technologies Inc.	v239074_ex31-1.htm
EXCEL - IDEA: XBRL DOCUMENT - Mobile Presence Technologies Inc.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

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

For the transition period from __________________ to __________________

Commission file number: 333-147666

CHINA SHANDONG INDUSTRIES INC.

(Name of registrant as specified in its charter)

Delaware		20-8545693
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

No. 2888 Qinghe Road, Development Zone Cao County

Shandong Province, China 274400

(Address of principal executive offices)(Zip Code)

(86) 530-3431658

(Registrant’s telephone number, including area code)

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. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes x No

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

¨ Yes x No

There were 43,066,819 shares of common stock issued and outstanding as of November 9, 2011.

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
	Consolidated Balance Sheets as of September 30, 2011 (Unaudited) and December 31, 2010 (Audited)	F-3
	Unaudited Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2011 and 2010	F-4
	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010	F-5
	Notes to Unaudited Consolidated Financial Statements	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4	Controls and Procedures	10
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	(Removed and Reserved)	10
Item 5.	Other Information	10
Item 6.	Exhibits	11

PART I FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

F-1

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

Index to Unaudited Consolidated Financial Statements

		Pages

Unaudited Consolidated Balance Sheets		F-3

Unaudited Consolidated Statements of Income and Comprehensive Income		F-4

Unaudited Consolidated Statements of Cash Flows		F-5

Notes to Unaudited Consolidated Financial Statements		F-6 – F-16

F-2

China Shandong Industries, Inc. and Subsidiaries

Consolidated Balance Sheets

As of September 30, 2011 and December 31, 2010

	September 30, 2011			December 31, 2010

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3,035,161		$	2,863,692
Cash and cash equivalents - restricted		156,705			-
Trade accounts receivable		13,832,785			11,037,212
Inventories		17,731,780			14,758,721
Prepaid expenses		1,356,978			2,759,060
Other receivables		42,736			298,570
TOTAL CURRENT ASSETS		36,156,145			31,717,255

FIXED ASSETS
Property, plant, and equipment		41,277,454			23,651,008
Accumulated depreciation		(4,596,983	)		(3,465,278	)
NET FIXED ASSETS		36,680,471			20,185,730

OTHER ASSETS
Land occupancy rights, net		6,194,362			71,541
Construction in progress		30,775			10,413,961
TOTAL OTHER ASSETS		6,225,137			10,485,502

TOTAL ASSETS	$	79,061,753		$	62,388,487

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Short-term borrowings	$	7,835,271		$	9,361,741
Accounts payable		1,137,224			452,285
Other payables and accrued liabilities		725,781			584,447
Deposits received in advance		20,740			118,516
Compensation payable		161,000			172,550
Taxes payable		461,667			417,936
TOTAL CURRENT LIABILITIES		10,341,683			11,107,475

TOTAL LIABILITIES		10,341,683			11,107,475

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock ($.0001 par value, 5,000,000 authorized, none issued and outstanding as of September 30, 2011 and December 31, 2010, respectively)		-			-
Common stock ($.0001 par value, 100,000,000 authorized, 43,075,153 and 43,050,075 shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively)		4,308			4,305
Additional paid in capital		8,955,196			8,242,947
Statutory and discretionary surplus reserve		3,608,243			3,608,243
Accumulated other comprehensive income (loss)		3,176,451			1,879,135
Retained earnings		52,975,872			37,546,382
TOTAL STOCKHOLDERS' EQUITY		68,720,070			51,281,012

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	79,061,753		$	62,388,487

See accompanying notes to these consolidated financial statements

F-3

China Shandong Industries, Inc. and Subsidiaries

Unaudited Consolidated Statements of Income and Comprehensive Income

For the Three and Nine Months Ended September 30, 2011 and 2010

	For the three months ended						For the nine months ended
	September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2010

Revenues
Sales	$	30,643,618		$	22,746,574		$	97,804,989		$	62,181,727
Cost of goods sold (exclusive of depreciation and amortization)		21,771,522			16,462,614			70,558,272			45,206,191

Operating expenses
Selling and marketing		247,392			215,692			661,698			608,729
Research and Development expenses		304,380			111,923			1,027,087			501,642
General and administrative		1,286,783			276,555			3,048,383			884,730
Stock option granted to related party		677,602			-			677,602			-
Professional and consulting fee		13,043			157,303			269,407			492,005
Total Operating Expenses		2,529,200			761,473			5,684,177			2,487,106

Income from operations		6,342,895			5,522,487			21,562,540			14,488,430

Other income (expenses)
Finance income (expenses)		(296,404	)		(131,218	)		(1,065,860	)		(722,966	)
Other income					2,079			4,071			4,977
Non-operating income (expenses)		67,719			3,700			314,867			108,817
Total other income (expense)		(224,614	)		(125,439	)		(746,922	)		(609,172	)

Income before income taxes		6,118,281			5,397,048			20,815,618			13,879,258

Income taxes - current		1,649,260			1,388,588			5,386,128			3,592,816

Net income	$	4,469,021		$	4,008,460		$	15,429,490		$	10,286,442

Other comprehensive income
Foreign currency translation adjustment		406,659			371,886			1,297,316			823,162

Comprehensive income	$	4,875,679		$	4,380,345		$	16,726,806		$	11,109,604

Earnings per common share
Basic	$	0.10		$	0.09		$	0.36		$	0.24

Fully diluted	$	0.10		$	0.09		$	0.35		$	0.24

Weighted average common shares outstanding
Basic		43,069,041			42,875,000			43,062,211			42,875,000

Fully diluted		44,068,896			43,875,000			44,062,136			43,706,481

See accompanying notes to these consolidated financial statements

F-4

China Shandong Industries, Inc. and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2011 and 2010

	For the nine months ended September 30,
	2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	15,429,490		$	10,286,442
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		1,131,184			618,042
Amortization		16,565			3,965
Warrants granted for services, non-cash		-			334,702
Stock based compensation, non-cash		34,650			178,325
Stock option granted to related party		677,602			-
Changes in operating assets and liabilities:
Trade accounts receivable		(2,335,568	)		(1,623,644	)
Prepaid expense		1,479,392			38,260
Inventories		(2,371,674	)		(2,868,042	)
Other receivables		262,333			(24,691	)
Accounts payable		657,503			230,313
Taxes payable		27,427			(953,331	)
Other payables and accrued liabilities		117,275			599,057
Deposits received in advance		(100,423	)		2,341
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		15,025,756			6,821,740

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant, and equipment		(4,598,693	)		(780,945	)
Purchase of land occupancy rights		(6,054,224	)		-
Additions to construction in progress		(2,298,606	)		(3,961,049	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(12,951,523	)		(4,741,994	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term borrowings		12,311,589			11,568,813
Principal repayments of short term borrowings		(14,158,327	)		(10,669,890	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(1,846,738	)		898,923

Foreign currency adjustment		100,679			823,162

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		328,174			3,801,831

CASH AND CASH EQUIVALENTS:
Beginning of period		2,863,692			2,185,839

End of period	$	3,191,866		$	5,987,670

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the years for:
Interest	$	544,591		$	562,882
Taxes	$	5,386,128		$	3,894,449

See accompanying notes to these consolidated financial statements

F-5

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended December 31, 2010 and 2009 thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2010.

ORGANIZATION AND BUSINESS BACKGROUND

China Shandong Industries Inc. (the “Company”) was incorporated on February 13, 2007 under the laws of the State of Delaware as “Mobile Presence Technologies, Inc”. On December 3, 2009, the Company changed its name to China Shandong Industries Inc.

On October 22, 2009, the Company entered into a Stock Exchange and Reorganization Agreement (the “Agreement”), with Tianwei International Development Corporation, an Oregon Corporation (“TIDC”), CAOPU Enterprise Limited, a company organized under the laws of the British Virgin Islands (“Caopu”), London Financial Group Ltd., a company organized under the laws of the British Virgin Islands (“LFG”), Phoebus Vision Investment Developing Group, Ltd., a company organized under the laws of the British Virgin Islands (“Phoebus”) and Timothy Lightman (“TL”), pursuant to which the Company acquired all of the issued and outstanding capital stock of TIDC owned by each of CAOPU, LFG and Phoebus in exchange for an issuance by the Company of an aggregate of 38,587,500 shares of its common stock, par value of $0.0001 per share (the “Common Stock”) to Caopu, LFG and Phoebus (the “Exchange”). The shares of Common Stock were issued pursuant to the exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

In addition, TL, the owner of 24,375,000 shares of Common Stock (“TL’s MBPI Shares”), representing approximately 93% of the 26,162,500 then issued and outstanding shares of the Common Stock, delivered a stock certificate or stock certificates representing 21,875,000 of TL’s MBPI Shares to the Company for cancellation.

On November 5, 2009, pursuant to a separate Assignment and Assumption Agreement by and between the Company and TL, the Company assigned, in fee simple absolute, all of its assets of any kind whatsoever excepting only its rights under the Agreement, including, but not limited to those assets related to its proposed cellular telephone application to TL. TL assumed all of the indebtedness or other obligations of the Company in existence on the date thereof, excluding only its obligation to perform under the Agreement, including, but limited to any obligations for attorney fees, accountant fees, taxes and transfer agent fees and agreed to indemnify and hold the Company harmless against the same provided the Company gave prompt notice of any claim for indemnification.

F-6

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

ORGANIZATION AND BUSINESS BACKGROUND (CONT’D)

The Exchange was completed on November 6, 2009 and was accounted for as a reverse acquisition and recapitalization of the Company, through a wholly-owned subsidiary, TIDC, whereby TIDC is deemed to be the ultimate accounting acquirer (legal acquiree) and the Company to be the ultimate accounting acquiree (legal acquirer). The Company is deemed to be a continuation of the business of TIDC, through its wholly-owned subsidiary, Shandong Caopu Arts & Crafts Co., Ltd. (“SCAC”), a PRC-based company incorporated on August 15, 2000 under the laws of the PRC. Accordingly, the accompanying consolidated financial statements include the following:

the balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the accounting acquiree at historical cost; and

the financial position, results of operations, and cash flows of the accounting acquirer for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of stock exchange transaction.

The entities which were party to the reorganization were not related to each other.

The Company is located in the Development Zone Cao County, which is near the Beijing-Kowloon railway with the DeShang Highway to the East and Qinghe Road to the West. There are four production areas including sixteen production workshops and staff who work on willow products, craft and wooden furniture.

The Company undertakes joint production with local farmers by purchasing the processing products from them and then by proceeding to finish the products in order to generate sales. The Company has numerous products, such as grass willow products, wooden crafts, indoor/outdoor wooden furniture, office furniture, different kinds of frames and craftwork. The Company also has numerous national patterns for design and utility models.

The Company’s products are sold in various countries and places, including the PRC, the United States, Germany, the United Kingdom, Spain, Holland, Italy, Sweden, Japan, Canada, Denmark, Hong Kong and Taiwan.

The Company’s business model is as an original equipment manufacturer (OEM) for Asian, North American and European manufacturers.

A majority of the Company’s sales were from exports. In order to adapt to the international market, the Company passed the ISO9001 international quality management system certification, ISO14001 environmental management system certification, OHSMS18001 Occupational Health and Safety Management System Certification, as well as the CE certification for access to the EU market.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

F-7

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT’D)

In May 2011, FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively. The Company anticipates that the adoption of this standard will not materially expand its financial statement note disclosures.

In June 2011, FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011, with early adoption permitted. The Company is reviewing ASU 2011-05 to ascertain its impact on the Company’s financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable is comprised of the following amounts at the respective dates:

	As of
	9/30/2011			12/31/2010

Gross trade accounts receivable from customers	$	14,248,304		$	11,437,591
Allowance for doubtful customer accounts		(415,519	)		(400,379	)
	$	13,832,785		$	11,037,212

The Company did not recognize any bad debt expense during the three and nine months ended September 30, 2011. The increase in allowance for doubtful accounts was due to foreign currency translation.

F-8

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

INVENTORIES

Inventories are comprised of the following amounts at the respective dates:

	As of
	9/30/2011		12/31/2010

Raw materials	$	5,732,948	$	6,169,040
Work in process		9,090,012		3,935,392
Finished goods		2,908,820		4,654,289
		17,731,780		14,758,721
Provision for obsolete inventories		-0-		-0-
	$	17,731,780	$	14,758,721

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are comprised of the following amounts at the respective dates:

	As of
	9/30/2011			12/31/2010
Cost:
Buildings	$	25,664,519		$	17,998,450
Machinery, equipment and furniture		15,612,935			5,652,558
		41,277,454			23,651,008
Accumulated depreciation		(4,596,983	)		(3,465,278	)
Net	$	36,680,471		$	20,185,730

During the three and nine months ended September 30, 2011 and 2010, depreciation expenses were included in the following accounts on the accompanying consolidated income statements:

	Three months ended				Nine months ended
	9/30/2011		9/30/2010		9/30/2011		9/30/2010

General and administrative expenses	$	380,461	$	213,908	$	1,131,184	$	618,042
	$	380,461	$	213,908	$	1,131,184	$	618,042

F-9

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

LAND OCCUPANCY RIGHTS

	As of
	9/30/2011			12/31/2010

Land occupancy rights		6,238,576			98,887
Less: Accumulated amortization		(44,214	)		(27,346	)
Land occupancy rights, net	$	6,194,362		$	71,541

During the three and nine months ended September 30, 2011 and 2010, amortization expense was included in the following accounts on the accompanying consolidated income statements:

	Three months ended				Nine months ended
	9/30/2011		9/30/2010		9/30/2011		9/30/2010

General and administrative expenses	$	5,591	$	1,328	$	16,565	$	3,965
	$	5,591	$	1,328	$	16,565	$	3,965

SHORT-TERM BORROWINGS

The Company’s outstanding principal balances on its short-term borrowings are payable as follows:

	As of
	9/30/2011		12/31/2010

Bank of China, 6.372% interest rate, due no later than January 17, 2012 (1)		3,134,108		1,056,971
Agricultural Bank of China (Cao County branch), 7.965% interest rate, due on April 29, 2012 (2)		4,701,163		-
Laishang Bank, 7.965% interest rate, due no later than April 29, 2011		-		2,264,937
Construction Bank of China (Cao County branch), 4.445% interest rate per annum, due no later than June 27, 2011		-		6,039,833
	$	7,835,271	$	9,361,741

(1) The term of this loan agreement is from January 6, 2011 to January 17, 2012, with an interest rate of 6.372% per annum. The purpose of this loan is to purchase raw materials. Zhongshang Wealth Guarantee Co., Ltd is the guarantor for this loan and has assumed joint and several liability therefor. This loan is also secured by a cash deposit of approximately $156,705 (RMB 1,000,000).

(2) The short-term loans payable to Agricultural Bank of China is from May 30, 2011 to April 29, 2012, with an interest rate of 7.965% per annum. The loan is used for working capital, and the Company expects them to be repaid from its revenues. Heze JXY Food Limited is the guarantor for both loans and has assumed joint and several liability therefor. The loans are not collateralized.

F-10

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

OTHER PAYABLES AND ACCRUED LIABILITIES

	As of
	9/30/2011		12/31/2010
Salary and staff welfare payable	$	499,208	$	299,821
Accrued expenses		72,006		45,082
Other payables		154,567		239,544
	$	725,781	$	584,447

Staff welfare payable represents accrued staff medical/industrial injury claims, labor as well as unemployment insurance, all of which are third party insurance policies. The insurance premiums are based on certain percentage of salaries. The obligations of the Company are limited to the portion of the premiums that it contributes.

10.

STOCK SPLIT

On December 22, 2010, the Board of Directors of the Company adopted a resolution approving a 1-for-1.5 reverse split (the “Reverse Split”) of the Company’s Common Stock. The Reverse Split combined the Company’s outstanding Common Stock on the basis of 1.5 outstanding shares being converted into 1 outstanding share. Each shareholder’s percentage ownership in the Company (and relative voting power) remained essentially unchanged as a result of the Reverse Split. All options, warrants, and any other similar instruments convertible into, or exchangeable or exercisable for, shares of Common Stock were proportionally adjusted. The Reverse Split was effective on January 18, 2011.

On March 24, 2011, the majority shareholders of the Company approved a forward split of common stock of the Company by a ratio of 5 for 1 (the “Forward Split”). The Company filed a certificate of amendment to its certificate of incorporation effectuating the Forward Split on March 25, 2011. All options, warrants, and any other similar instruments convertible into, or exchangeable or exercisable for, shares of Common Stock were proportionally adjusted. The Forward Split became effective on April 12, 2011.

The consolidated statement of stockholders’ equity and the earnings per share numbers in the consolidated financial statements have been restated per FASB 128 paragraph 134, as if the Reverse Split and Forward Split took effect at the beginning of the periods presented.

11.

STATUTORY AND DISCRETIONARY SURPLUS RESERVE

In accordance with the relevant laws and regulations of the PRC and the articles of association of Caopu, the Company is required to appropriate 10% and a certain other percentage of the net profit as reported in the Company’s PRC statutory consolidated financial statements to the statutory reserve fund and the discretionary surplus reserve fund, respectively, after offsetting prior year’s losses.

When the balance of the statutory reserve fund reaches 50% of the registered capital, further appropriation becomes optional. Upon approval from the board of directors or members, the statutory reserve can be used to offset accumulated losses or to increase registered capital.

F-11

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

12.

COST OF GOODS SOLD (EXCLUSIVE OF DEPRECIATION AND AMORTIZATION)

Cost of goods sold consists primarily of costs of raw materials and direct labor, and other costs directly attributable to the production of products. Write-down of inventories to the lower of cost or market is also recorded in cost of goods sold.

The following table sets forth the breakdown of the Company’s cost of goods sold for the three and nine months ended September 30, 2011 and 2010, respectively.

	Three months ended				Nine months ended
	9/30/2011		9/30/2010		9/30/2011		9/30/2010

Direct Materials	$	16,833,455	$	12,514,310	$	53,236,482	$	34,567,595
Indirect Materials	$	3,946,479	$	2,859,429	$	14,344,921	$	7,532,652
Direct Labor	$	643,331	$	854,917	$	1,948,082	$	2,491,066
Inbound Freights	$	348,257	$	233,958	$	1,028,787	$	614,878
Cost of Goods Sold	$	21,771,522	$	16,462,614	$	70,558,272	$	45,206,191

The depreciation and amortization expenses, shipping and handling expenses, inspection costs are excluded from cost of goods sold, the amount of which for the three and nine months ended September 30, 2011 and 2010, respectively, are set forth in the following table.

	Three months ended				Nine months ended
	9/30/2011		9/30/2010		9/30/2011		9/30/2010
Depreciation expenses	$	380,461	$	213,908	$	1,131,184	$	618,042
Amortization	$	5,591	$	1,328	$	16,565	$	3,965
Shipping and handling expenses	$	213,750	$	76,782	$	535,907	$	344,071
Inspection costs	$	22,246	$	7,615	$	82,888	$	39,863

These excluded expenses are included under Selling, General and Administrative expenses in the accompanying financial statements.

13.

SELLING AND MARKETING EXPENSES

Selling and marketing expenses were $247,392 and $661,698 for the three and nine months ended September 30, 2011, respectively, including $213,750 and $535,907 in shipping and handling expenses for three-month and nine-month periods ended September 30, 2011, respectively. Selling and marketing expenses mainly consist of advertising, shipping and handling costs, exhibition expenses, inspection costs, and the other costs of the Company’s distribution network which are expensed as incurred during the selling activities.

14.

INCOME TAXES

On March 16, 2007, the PRC’s legislative body, the National People’s Congress, adopted the unified EIT Law. This new tax law replaces the existing separate income tax laws for domestic enterprises and foreign-invested enterprises and became effective on January 1, 2008. Under the new tax law, a unified income tax rate is set at 25% for both domestic enterprises and foreign-invested enterprises. Thus, the Company is subject to corporate income tax at the statutory rate of 25% commencing in 2008.

F-12

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

14.

INCOME TAXES (CONT’D)

Income taxes in the accompanying consolidated statements of income for the reporting periods represent provision for EIT for the Company’s continuing operations in the PRC.

The effective income taxes differ from the above PRC statutory EIT rates as follows:

	Three months ended						Nine months ended
	9/30/2011			9/30/2010			9/30/2011			9/30/2010

EIT rate in effect for the year		25	%		25	%		25	%		25	%
Profits before income tax		6,118,281			5,397,048			20,815,618			13,879,258
Income tax		1,649,260			1,388,588			5,386,128			3,592,816

	Three months ended				Nine months ended
	9/30/2011		9/30/2010		9/30/2011		9/30/2010

Provision for income taxes at statutory EIT rate		1,529,570		1,349,262		5,203,905		3,469,814
Non-deductible and other various items for tax purposes		119,690		39,326		182,223		123,002
Income taxes		1,649,260		1,388,588		5,386,128		3,592,816

The Company had no deferred tax liabilities as of September 30, 2011.

15.

STOCK BASED COMPENSATION

On July 1, 2010, the Company agreed to issue 8,340 shares of its Common Stock per quarter to two of its independent directors as compensation pursuant to offer letters. The fair value of the shares was $11,550 per quarter determined by the fair value of the Common Stock on the grant date, at a market quoted price of $1.38. The remaining 8,340 shares for the second quarter of 2011 were issued on September 6, 2011.

On September 7, 2011, the Company entered into a stock option agreement with Jinliang Li, the Company’s Chief Executive Officer and Chairman, pursuant to which the Company will grant to Mr. Li a stock option to purchase 2,000,000 shares of Common Stock of the Company at an exercise price equal to $0.40 per share. The estimated fair value of the option at the date of the grant was $677,602, calculated using the Black-Scholes options pricing model, assuming approximately 0.11% risk-free interest, 0% dividend yield, 346% volatility, and a life of ten years commencing on September 7, 2011.

F-13

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

16.

DEFINED CONTRIBUTION PLAN

The Company has a defined contribution plan for all of its qualified employees in the PRC. The employer and the employees are each required to make contributions to the plan at the rates specified in the plan. The obligation of the Company with respect to retirement is to make the required contributions under the plan. No forfeited contributions are available to reduce the contribution payable in the future years. The contributions under the defined contribution plan were charged to expense in the accompanying consolidated statements of income. The Company contributed $0 for both nine-month periods ended June 30, 2011 and 2010, respectively.

17.

CONTINGENCIES

The Company had no contingencies existing as of September 30, 2011 and December 31, 2010.

18.

RELATED PARTY TRANSACTIONS

The Company entered into no material transactions with any of its related parties during the three and nine months ended September 30, 2011 and 2010, respectively, other than the related party transactions disclosed in Footnote 15.

19.

INCOME PER SHARE

The basic earnings per share were calculated using the net income and the weighted average number of shares outstanding during the reporting periods. All share and per share data have been adjusted to reflect the recapitalization of the Company in the Exchange, the forward stock split and the reverse stock splits.

The fully diluted earnings per share were calculated using the net income and the weighted average number of shares outstanding on the fully diluted basis during the reporting periods. The denominator for fully diluted earnings per share calculation includes 500,000 warrants granted for services rendered during the fourth quarter of 2009 and 500,000 warrants granted for services rendered during the second quarter of 2010. All share and per share data have been adjusted to reflect the recapitalization of the Company in the Exchange, the forward stock split and the reverse stock splits.

20.

CONCENTRATIONS AND RISKS

The Company’s operations are carried out in the People’s Republic of China (“PRC”). Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. The Company’s results may be affected 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.

In addition, the Company is subject to risks common to companies in the OEM industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel.

F-14

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

20.

CONCENTRATIONS AND RISKS (CONT’D)

Major customers

For the nine months ended September, 2011 and 2010, 100% of the Company’s assets were located in the PRC, and certain customers accounted for greater than 5% in revenues.

The following tables set forth the Company’s top three customers individually comprising 26% and 22% of net revenue for the nine months ended September, 2011 and 2010, respectively.

For the nine months ended September 30, 2011

Customers	Revenues				Accounts Receivable

Customer A	$	12,814,075	13.10	%	$	1,251,014
Customer D		7,158,062	7.32	%		830,003
Customer B		5,723,757	5.85	%		991,337

Total:	$	25,695,894	26.27	%	$	3,072,354

For the nine months ended September 30, 2010

Customers	Revenues				Accounts Receivable

Customer A	$	6,981,450	11.23	%	$	1,318,517
Customer B		3,735,989	6.01	%		846,681
Customer C		2,757,307	4.43	%		1,447,690

Total:	$	13,474,746	21.67	%	$	3,612,888

Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and trade accounts receivable. The Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral to support such receivables.

21.

SEGMENTS

The Company determined that it does not operate in any material, separately reportable operating segments as of September 30, 2011 and December 31, 2010, respectively.

F-15

CHINA SHANDONG INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

22.

SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date and time its financial statements were issued on November 10, 2011. There were no subsequent events through November 10, 2011.

F-16

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Disclosure Regarding Forward-Looking Statements

The statements contained in this Quarterly Report on Form 10-Q (the “Report”) with respect to our financial condition, results of operations and business that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act. Forward-looking statements can be identified by the use of forward-looking terminology, such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative thereof or other variations thereon, or by discussions of strategy that involve risks and uncertainties. Management wishes to caution the reader of the forward-looking statements that any such statements that are contained in this Report reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, economic, competitive, regulatory, technological, key employee, and general business factors affecting our operations, markets, growth, services, products, licenses and other factors discussed in our other filings with the Securities and Exchange Commission, and that these statements are only estimates or predictions. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of risks facing our company, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by us in those statements. Some of these risks are described in “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010.

These risk factors should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. All written and oral forward looking statements made in connection with this Report that are attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events. Further, the information about our intentions contained in this Report is a statement of our intention as of the date of this Report and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and our assumptions as of such date. We may change our intentions, at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise.

Unless otherwise expressly provided herein, all share and per share numbers set forth herein relating to our common stock reflect (a) a 15 for 1 forward stock split that became effective on December 3, 2009, (b) a 1 for 2 reverse stock split that became effective on August 3, 2010, (c) a 1 for 1.5 reverse stock split that became effective on January 18, 2011, and (d) a 5 for 1 forward stock split that became effective on April 12, 2011.

General

We are engaged in the business of manufacturing and marketing wood furniture, straw and wicker products, and wood handicraft products. Our wood furniture products include items such as coffee tables, cabinets, bed frames and stools. Our straw and wicker products include items such as wicker baskets, bottle holders and planters. Our wood handicraft products include items such as decorative boxes, wood baskets and various storage cabinets.

We produce over 20,000 different products which are sold in more than thirty countries and places, including the PRC, the United States, Germany, the United Kingdom, Spain, Holland, Italy, Sweden, Japan, Canada, Denmark, Hong Kong and Taiwan. Our products are sold through well known retailers such as Trade Point A/S Direct Container, Zara-Home, Habitat UK Ltd., ABM Group Inc., and Fuji Boeki Co. Ltd. We believe that our products are competitively priced and of high quality.

Our operations are conducted in the PRC through our subsidiary, Shandong. For the three and nine months ended September 30, 2011, we generated sales of $30,643,618 and $97,804,989, respectively, and net income of $4,469,021 and $15,429,490, respectively; for the 2010 fiscal year, we generated sales and net income of $83,934,050 and $14,157,889, respectively; and for the 2009 fiscal year, we generated sales and net income of $69,435,044 and $12,021,155, respectively.

For the nine months ended September 30, 2011, sales of our wood furniture products, straw-wicker products and handicraft products accounted for approximately $62.9 million, $31.6 million and $3.3 million, respectively, or 64.4%, 32.3% and 3.3% of our revenues; for the 2010 fiscal year, sales of our wood furniture products, straw-wicker products and handicraft products accounted for approximately $47.1 million, $35.4 million and $1.5 million, respectively, or 56.1%, 42.2% and 1.7% of our revenues; and for the 2009 fiscal year, approximately $37.1 million, $31.2 million and $1.1 million, respectively.

Our straw and wicker products as well as our wood handicraft products are high margin products as such products generally are manufactured by local persons in their homes, the raw material costs are low and the production of such products does not require advanced technology.

Based upon what we believe is growing demand for our wood furniture products and the changing demographics of the wood furniture industry, we believe we have a unique opportunity to increase our revenues, net income and gross margins by expanding the manufacturing capacity of our existing wood furniture business and by producing different types of wood furniture products that we believe there is a large and increasing international demand for.

While we intend to continue manufacturing and selling our straw, wicker and handicraft products, we intend to devote substantial financial and other resources on our wood furniture products by producing new products and by increasing our current manufacturing capacity by renovating and upgrading our current production facilities.

Important Factors Affecting our Results of Operations

We believe significant factors that could affect our operating results are the (i) cost of raw materials, (ii) prices of our products to our international retailers and wholesalers and their markup to the end users, (iii) consumer acceptance of our new wood furniture line, and (iv) general economic conditions in China and global markets.

Critical Accounting Policies

We prepare financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the amounts reported in our combined and consolidated financial statements and related notes. We periodically evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.

Revenue recognition

Revenue is recognized when the risks and rewards of ownership and title to the product have transferred to the customers, the selling price is fixed or determinable, and collection is reasonable assured. We generally record revenues when shipments clear the Chinese customs department. We offer varying payment terms for our customers and are generally responsible for paying the delivery cost of its products.

Accounts Receivable

Most of our sales were conducted on pre-payment or COD basis. However, during the normal course of business, we extend to some of our customers interest-free, unsecured credit for a term of 90 days depending on a customer’s credit history, as well as local market practices. We review our accounts receivables quarterly and determine the amount of allowances, if any, necessary for doubtful accounts. Historically, we have not had any material bad debt write-offs; however, we provide an arbitrary reserve amount for possible bad debts up to 5% of the accounts receivable balances per year. We review our accounts receivable balances to determine whether specific reserves are required due to such issues as disputed balances with distributors, declines in distributors’ credit worthiness, or unpaid balances exceeding agreed-upon terms. Based upon the results of these reviews, we determine whether a specific provision should be made to provide a reserve for possible bad debt write-offs. We determined that no additional bad debt write offs were necessary or required during the nine months ended September 30, 2011.

As of September 30, 2011, we had outstanding gross accounts receivables of $14,248,304 and allowance for bad debts of $415,519. We believe that these outstanding amounts will be collected pursuant to the terms and conditions within the period agreed with our customers. During the reported periods, neither material problems relating to distributor payments nor specific additional bad debt write-offs occurred. In terms of our liquidity, we reflect the extended interest-free unsecured credit in our cash flows for the reported periods. Therefore, we anticipate no changes from past cash flow patterns.

Inventories

We state inventories, consisting of work in process, raw materials and packaging materials, at the lower of cost or market. Cost is determined on a first in first out basis which includes an appropriate share of production overheads based on normal operating capacity and includes all expenditures incurred in bringing the goods to the point of sale and putting them in a saleable condition. Work in progress includes direct materials, direct production cost and an allocated portion of production overhead. We evaluate inventory periodically for possible obsolescence of our raw materials to determine if a provision for obsolescence is necessary. Our estimates for determining the provision for obsolescence may be affected by technological changes and developments to our product offerings and changes in governmental regulations.

As of September 30, 2011, we had an inventory balance of $17,731,780.

Recently Issued Accounting Standards

Results of Operations

The following tables set forth key components of our results of operations for the periods indicated, in dollars and as a percentage of revenue.

(All amounts in U.S. dollars, except for the percentages)

	For the three months ended								For the nine months ended
Statements of Operations	9/30/2011				9/30/2010				9/30/2011				9/30/2010
				%(1)				%(1)				%(1)				%(1)
Revenues		30,643,618		-		22,746,574		-		97,804,989		-		62,181,727		-
Cost of goods sold (exclusive of depreciation and amortization		21,771,522		71.0		16,462,614		72.4		70,558,272		72.1		45,206,191		72.7

Operating expenses		2,529,200		8.3		761,473		3.3		5,684,177		5.8		2,487,106		4.0

Income from operations		6,342,895		20.7		5,522,487		24.3		21,562,540		22.0		14,488,430		23.3

Other (expense)		(224,614	)	0.7		(125,439	)	0.6		(746,922	)	0.8		(609,172	)	1.0

Income before income taxes		6,118,281		20.0		5,397,048		23.7		20,815,618		21.3		13,879,258		22.3

Net income		4,469,021		14.6		4,008,460		17.6		15,429,490		15.8		10,286,442		16.5

(1)

Representing percentage of revenues.

Comparison of the three and nine months ended September 30, 2011 and 2010

Revenues

Our revenues consist of the sales of our products, net of returns and allowances. As we do not currently have our own sales force, we sell our products directly to non-related retailers and wholesalers (such as ABM Group) who then sell such products to the ultimate end users. To date, returns and allowances have been virtually non-existent and as such have had no material effect on our revenues.

Revenues for the three and nine months ended September 30, 2011 were $30,643,618 and $97,804,989, respectively, increased by $7,897,044 or 34.7%, and by $35,623,262 or 57.3%, compared to revenues of $22,746,574 and $62,181,727 for the comparative periods ended September 30, 2010, respectively. For the three months ended September 30, 2011, our main products, wood furniture, straw-wicker, and handicraft products, generated sales of approximately $18.8 million, $10.9 million and $0.9 million, respectively, or approximately 61.4%, 35.5% and 3.1% of our total revenues for the period. For the nine months ended September 30, 2010, our main products, wood furniture, straw-wicker, and handicraft products, generated sales of approximately $62.9 million, $31.6 million and $3.3 million respectively, or 64.4%, 32.3% and 3.3% of our revenues for the nine-month period in 2011.

Sales of our wood furniture, straw-wicker and handicraft products generated revenues of approximately $12.6 million and $35.1 million, $9.7 million and $25.9 million, $0.4 million and $1.2 million, respectively, for the three and nine months ended September 30, 2010, respectively.

The increase in our revenues during the three and nine months ended September 30, 2011 compared to the same periods in 2010 was primarily attributable to increased orders from our existing customers as a result of the addition of newly-developed products to our production lines. Simultaneously, we were able to continue to obtain new customers, orders from which were already on an upward trajectory, which also contributed to the increase in sales.

Cost of Goods Sold (excluding depreciation and amortization)

Our cost of goods sold consists primarily of costs of direct and indirect raw materials, direct labor, and other costs directly attributable to the production of products, excluding depreciation and amortization expenses, shipping and handling expenses, inspection costs, and other costs of our distribution network, which are included in our Selling, General and Administrative expenses.

Cost of goods sold for the three months ended September 30, 2011 was approximately $21,771,522, an increase of approximately $5,308,908, or approximately 32.2%, from approximately $16,462,614 for the comparative period in 2010. For the nine months ended September 30, 2011, we had cost of goods sold of $70,558,272, increased by $25,352,081, or approximately 56.1%, compared to approximately $45,206,191 in cost of goods sold during the same period ended September 30, 2010. This increase was primarily caused by the increased costs of raw materials and labor, which increase was the result of our greater use of raw materials based on the increase in our orders.

Selling and Marketing Expenses

Generally, our selling and marketing expenses mainly consist of advertising, shipping and handling costs, exhibition expenses, inspection costs, and the other costs of our distribution network which are expensed as incurred during the selling activities. The expenses incurred by us to market and show our products internationally at trade shows or similar industry exhibitions are examples of our selling and marketing expenses. Such expenses include the expenses to set up exhibition booths for our products, transportation costs to bring our products and representatives to the trade shows and exhibitions, and similar related costs and expenses. All the freight costs of shipping our products internationally to our retailers and wholesalers are borne by such retailers and wholesalers and are not included herein.

Our selling and marketing expenses were $247,392 and $661,698 for the three and nine months ended September 30, 2011, respectively, including $213,750 and $535,907 in shipping and handling expenses for the three-month and nine-month periods, respectively. Our selling and marketing expenses increased by approximately $31,700 or 14.7%, and $52,969 or 8.7% for the three and nine months ended September 30, 2011, respectively, from $215,692 and $608,729 for the comparative periods ended September 30, 2010, resulted from the increase in transportation fees, port incidental charges and trade inspection fees resulting from our increased sales.

General and Administrative Expenses

Our general and administrative expenses are principally comprised of 3 items including salaries of our employees not involved in the actual manufacturing of our products, such as our executive officers and internal accounting and book keeping personnel; depreciation of our fixed assets such as our manufacturing facilities, offices and warehouses as well as certain expenses such as amortization of land use rights granted to us by the PRC government agencies and insurance payments paid by us to the PRC government to cover such items as disability, retirement and medical benefits for our employees.

Our general and administrative expenses for the three and nine months ended September 30, 2011 were approximately $1,286,783 and $3,048,383, respectively, increased by approximately $1,010,228 or 365.3%, and by $2,163,653, or 244.6%, compared to approximately $276,555 and $884,730 for the comparative periods in 2010. Such significant increases in expenses resulted from an increase in depreciation expenses. We purchased machinery and equipment of approximately $400,000, and finished the building construction of approximately $12,000,000 at the end of 2010, the deprecation of which started since the first quarter of 2011. In addition, our office expenses and traveling expenses increased compared to the same period in 2010 due to the increasing workload from increasing orders.

Research and Development

Our research and development expenditures totaled approximately $304,380 and $1,027,087 for the three and nine months ended September 30, 2011, respectively, an increase of approximately $192,457 or 172.0%, and $525,445, or 104.7%, as compared to research and development expenditures of approximately $111,923 and $501,642 for the same periods ended September 30, 2010. The increase was due to our growing investment in research and development of new products, including our proposed new furniture production line. We expect our research and development expenditures to continue to increase as a result of further diversification of our product lines in the future.

Stock Option Granted to Related Party

We had expenses of $677,602 incurred due to stock option granted to a related party during the third quarter of 2011. On September 7, 2011, we entered into a stock option agreement with Jinliang Li, our Chief Executive Officer and Chairman, pursuant to which we will grant to Mr. Li a stock option to purchase 2,000,000 shares of Common Stock at an exercise price equal to $0.40 per share. The estimated fair value of the option at the grant date was calculated using the Black-Scholes options pricing model, assuming approximately 0.11% risk-free interest, 0% dividend yield, 346% volatility, and a life of ten years commencing on September 7, 2011.

Professional and Consulting Expenses

During the three and nine months ended September 30, 2011, we incurred professional and consulting fees of $13,043 and $269,407, respectively, representing legal fees, audit fees and other professional fees attributable to maintaining our publicly-traded status in the United States. The amount for the nine months ended September 30, 2011 also included non-cash payments from the issuance of shares of our common stock.

We provided two of our three independent directors an offer letter, dated July 1, 2010, pursuant to which we agreed to issue each independent director 4,170 shares of our common stock per quarter, or 8,340 shares in the aggregate, as compensation for their service. The fair value of the shares was $11,550 per quarter determined by the fair value of our common stock on the grant date, which was market price of $1.38 per share. The offer letters were completed on June 30, 2011.

Interest Expense

Our interest expense was approximately $296,404 and $1,065,860 for the three and nine months ended September 30, 2011, respectively, which was an increase of $165,186, or 125.9%, and $342,894, or 47.4%, compared to $131,218 and $722,966 in the same respective periods ended September 30, 2010. The increase in interest expense during the three and nine months ended September 30, 2011 was attributable to most of our short-term loans bearing a higher interest rate than the short-term loans in 2010. As a result, our weighted average interest rate was 7.33%, compared to a weighted average rate of 6.41% during the comparative periods ended September30, 2010.

Income Tax Expense

Income tax expense for the three and nine months ended September 30, 2011 was approximately $1,649,260 and $5,386,128, respectively. The increase by approximately $260,672 or 18.8%, and by approximately $1,793,312 or 49.9% for the three and nine months ended September 30, 2011, respectively, compared to the same periods ended September 30, 2010, was primarily attributable to the increase in taxable profits as a result of significant increase in sales revenues. The income taxes are based on a statutory 25% effective tax rate in both years. There was no deferred income tax for the three and nine months ended September 30, 2011.

Net Income

Net income for three and nine months ended September 30, 2011 was approximately $4,469,021 and $15,429,490, respectively, increased by approximately $460,561 or 11.5%, and by $5,143,048, or 50.0%, compared to approximately $4,008,460 and $10,286,442 for the comparative periods in 2010. The increase in our net income for the three and nine months ended September 30, 2011 was primarily attributable to the increase in sales revenue exceeding the effects of a correlative increase in cost of goods sold. The growth rate in net income during the three months ended September 30, 2011 slowed down because the expenses of $677,602 were incurred due to stock option granted to a related party during this period. It was one-time charge included our operating expenses.

Liquidity and Capital Resources

The following table sets forth a summary of our net cash flow information for the periods indicated:

(All amounts in U.S. dollars)

	For the nine months
	Ended September 30,
	2011*			2010 *
	(Consolidated, unaudited)			(Consolidated, unaudited)

Net cash provided by operating activities	$	15,025,756		$	6,821,740

Net cash (used in) investing activities	$	(12,951,523	)	$	(4,741,994	)

Net cash (used in) provided by financing activities	$	(1,846,738	)	$	898,923

Effect of Foreign currency translation	$	100,679		$	823,162

Net increase in cash and equivalents	$	328,174		$	3,801,831

Cash and cash equivalents, beginning of period	$	2,863,692		$	2,185,839

Cash and cash equivalents, end of period	$	3,191,866		$	5,987,670

* The above financial data have been derived from our unaudited consolidated financial statements for the nine months ended September 30, 2011 and 2010.

Operating Activities

Net cash provided by operating activities was approximately $15,025,756 for the nine months ended September 30, 2011, compared to net cash of approximately $6,821,740 from operations for the comparable period in 2010. Positive cash flows during the nine months ended September 30, 2011 were due primarily to the net income of $15,429,490, plus the decrease in prepaid expense by $1,479,392, the increase in accounts payable by $657,503, and the non-cash expenses such as depreciation of $1,131,184, stock based compensation of $34,650 and stock option granted to related party in amount of $677,602, partially offset by the increase in accounts receivables and inventories in amount of $2,335,568 and $2,371,674, respectively. Comparably, positive cash flows during the nine months ended September 30, 2010 were due primarily to net income of $10,286,442, plus the non-cash expenses such as depreciation of $618,042, warrants granted for services of $334,702, and stock based compensation of $178,325, partially offset by the increase in accounts receivable and inventories by $1,623,644 and $2,868,042, respectively, and the decrease in tax payable in the amount of $953,331.

Investing Activities

Cash used in investing activities mainly consists of capital expenditures, expenditures for property, plant, and equipment, and additions to construction in progress.

Net cash flows used in investing activities were $12,951,523 and $4,741,994 for the nine months ended September 30, 2011 and 2010, respectively. Negative cash flows during the periods were primarily attributable to the spending in purchase of land occupancy rights and new production equipments and properties. We incurred $4,598,693 and $780,945 in expenditures for property, plant and equipment during the nine months ended September 30, 2011 and 2010, respectively. We also had $2,298,606 incurred in construction in progress during the nine months ended September 30, 2011 compared to $3,961,049 in such expenditures for the comparable period in 2010. In addition, we had cash outflow of $6,054.224 due to purchase of land occupancy rights during the third quarter of 2011.

Financing Activities

We had cash flows of $1,846,738 used in financial activities for the nine months ended September 30, 2011, due to proceeds from short-term loans of $12,311,589 payable to local banks, which bear annual interest rate from 5.346% to 7.965%, offset by the repayments of $14,158,327 during the period. Comparably, net cash provided by financing activities was $898,923 for the nine months ended September 30, 2010, due primarily to the proceeds from short-term loans of $11,568,813 payable to local banks, which bear an annual interest rate depending on the loan from 4.86% to 9.558%, offset by the repayments of $10,669,890 during this period.

Based upon our present plans, we believe that cash on hand, cash flow from operations and funds available to us through our proposed financing activities will be sufficient to fund our capital needs for at least the next 12 months. We expect that our primary sources of funding for our operations for the next 12 months will result from cash flow from operations, in addition to our proposed financing activity. However, our ability to maintain sufficient liquidity depends partially on our ability to achieve anticipated levels of revenue, while continuing to control costs. If we did not have sufficient available cash, we would have to seek additional debt or equity financing through external sources, which may not be available on acceptable terms, or at all. Failure to maintain financing arrangements on acceptable terms would have a material adverse effect on our business, consolidated results of operations and financial condition.

Loan Facilities

We believe that we currently maintain a good business relationship with the banks that have extended loans to us. As of September 30, 2011, our outstanding bank loans that were classified as short term borrowings on the accompanying consolidated balance sheet were as follows:

(All Amounts in U.S. Dollars)

	As of
	9/30/2011		12/31/2010

Bank of China, 6.372% interest rate, due no later than January 17, 2012 (1)		3,134,108		1,056,971
Agricultural Bank of China (Cao County branch), 7.965% interest rate, due on April 29, 2012 (2)		4,701,163		-
Laishang Bank, 7.965% interest rate, due no later than April 29, 2011		-		2,264,937
Construction Bank of China (Cao County branch), 4.445% interest rate per annum, due no later than June 27, 2011		-		6,039,833
	$	7,835,271	$	9,361,741

We anticipate rollovers of all current facilities coming due in the 2011 fiscal year and do not foresee a squeeze on the availability of credit to fund our operations or to meet our growth objectives.

Capital Expenditures

We believe that substantially all of our capital expenditures going forward will be related to our furniture business as we diversify our product base, build component manufacturing facilities and renovate our existing manufacturing facilities.

We believe that our existing cash, cash equivalents and cash flows from operations and our credit lines will be sufficient to meet our anticipated cash needs over the next 12 months, including, but not limited to, building our first new production line to manufacture wooden furniture that we believe would enable us to fulfill a great percentage of our overseas demands. We will, however, require substantial additional cash resources to implement the balance of our growth strategy discussed immediately below, including any acquisitions we may decide to pursue.

We intend to use a part of the net proceeds of any financing that we may in the future be able to raise, if any, to construct a new production facility, which we expect will produce higher grade furniture. We estimate the total cost of such production to be approximately $20 million, including but not limited to (i) $5.3 million to construct a 40,000 square meter production line, (ii) $6.7 million to purchase new equipment to be used in the production line, and (iii) $8.0 million to purchase raw materials and other materials used in the manufacturing of products the new production line will produce.

In addition, we also plan to (i) build another new production line to produce high end furniture, which we currently estimate will cost an additional approximately $15 million, (ii) build an R&D center, which we currently estimate will cost approximately $1.4 million, (iii) upgrade our existing facilities and establish new compatible facilities for a complete furniture production line, such as carton, paint and hardware workhouse, which we currently estimate will cost approximately $36.6 million, and (iv) set up overseas sales stores. The timing of the construction of these items will depend upon our ability to raise the required additional capital, for which we do not currently have plans.

We regularly review our cash funding requirements and attempt to meet those requirements through a combination of cash on hand, cash provided by operations and private financing.

We do not use derivative financial instruments in our investment portfolio and have no foreign exchange contracts. Our financial instruments consist of cash and cash equivalents, trade accounts receivable and accounts payable. We consider investments in highly-liquid instruments purchased with a remaining maturity of 90 days or less at the date of purchase to be cash equivalents.

Off-Balance Sheet Arrangements

We have not entered into, nor do we expect to enter into, any off-balance sheet arrangements. We also have not entered into any financial guarantees or other commitments to guarantee the payment obligations of third parties. In addition, we have not entered into any derivative contracts that are indexed to our equity interests and classified as stockholders’ equity. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of September 30, 2011, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2011.

Changes in Internal Control over Financial Reporting

We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 1A.

RISK FACTORS

Not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

(REMOVED AND RESERVED)

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibit Number		Exhibit Description

10.1		Stock Option Agreement made and entered into as of September 7, 2011 by and between China Shandong Industries Inc. and Jinliang Li (1)

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2011.

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CHINA SHANDONG INDUSTRIES INC.

November 14, 2011	By:	/s/ Jinliang Li
		Jinliang Li, Chief Executive Officer
		(Principal Executive Officer)

November 14, 2011	By :	/s/ Yuhong Lei
		Yuhong Lei, CFO
		(Principal Accounting and Financial Officer)

Mobile Presence Technologies Inc. - FORM 10-Q - November 14, 2011

Attached files

Mobile Presence Technologies Inc. Reports