Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - YA ZHU SILK, INC. | yazhu8k.htm |
| EX-99 - EXHIBIT 99.1 - YA ZHU SILK, INC. | ex991.htm |
| EX-10 - MASTER AMENDING AGREEMENT #2 - YA ZHU SILK, INC. | exhibit107.htm |
| EX-10 - VOTING RIGHTS AGREEMENT - YA ZHU SILK, INC. | exhibit109.htm |
| EX-10 - VOTING RIGHTS AGREEMENT - YA ZHU SILK, INC. | exhibit108.htm |
YA ZHU SILK, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
September 30, 2011 (Unaudited)December 31, 2010 (Unaudited)
| PRO FORMA CONSOLIDATED BALANCE SHEETS | PF-1 |
| PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS | PF-2 |
| NOTES TO THE FINANCIAL STATEMENTS | PF-3 |
The accompanying notes are an integral part of these financial statements.
PF-4294967295
YA ZHU SILK, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEETS
(AMOUNTS EXPRESSED IN US DOLLAR)
|
| As of September 30, 2011 | | As of December 31, 2010 |
| | (Unaudited) | | (Unaudited) |
| ASSETS | | | |
| | | | |
| | | | |
| Cash and cash equivalents | $ 1,345,805 | | 105,887 |
| Accounts receivable, net | - | | 96,637 |
| Inventories | 246,784 |
| 25,439 |
| Advances to suppliers | 611,349 |
| 53,362 |
| Other receivables, net | 15,672 |
| 28,645 |
|
|
| | |
| Total Current Assets | 2,219,610 | | 309,970 |
|
| | | |
| Equipment, net | 50,021 |
| 46,744 |
| Trademark | 260,516 |
| 260,516 |
|
|
| | |
| Total Assets | $ 2,530,147 |
| $ 617,230 |
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' EQUITY | |
|
|
|
|
|
|
|
| Current Liabilities: |
|
|
|
| Accounts payable | $ 79 |
| - |
| Advance from customers | 644,762 |
| 69,940 |
| Due to related parties | 275,993 |
| 228,523 |
| Other payables | 57,333 |
| 22,883 |
| Taxes payable | 3,025 |
| 27,782 |
|
|
|
|
|
| Total Current Liabilities | 981,192 |
| 349,128 |
|
|
|
|
|
| Total Liabilities | 981,192 |
| 349,128 |
|
|
|
|
|
| Commitments | - |
| - |
|
|
|
|
|
| Stockholders' Equity: |
|
|
|
| Common stock ($0.001 par value; 75,000,000 shares authorized; |
|
|
|
| 10,620,000 shares issued and outstanding at August 31, 2011) | 10,620 |
| 10,440 |
| Additional paid-in capital | 1,440,189 |
| 567,515 |
| Statutory reserve | 99,481 |
| - |
| Retained earnings | (28,820) |
| (326,204) |
| Accumulated other comprehensive income | 27,485 |
| 16,351 |
|
|
|
|
|
| Total Stockholders' Equity | 1,548,955 |
| 268,102 |
|
|
|
|
|
| Total Liabilities and Stockholders' Equity | $ 2,530,147 |
| $ 617,230 |
The accompanying notes are an integral part of these financial statements.
PF-0
YA ZHU SILK, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS EXPRESSED IN US DOLLAR)
|
| For the Nine Months Ended | | For the Year Ended |
|
| September 30, 2011 | | December 31, 2010 |
|
| (Unaudited) | | (Unaudited) |
|
|
| |
|
| NET REVENUES | $ 1,740,719 | | $ 1,190,828 |
|
|
| |
|
| COST OF REVENUES | 1,014,455 | | 790,228 |
|
|
| |
|
| GROSS PROFIT | 726,264 | | 400,600 |
|
|
| |
|
| OPERATING EXPENSES: |
| |
|
| Selling | 101,064 |
| 147,561 |
| General and administrative | 260,989 |
| 645,223 |
|
|
|
|
|
| Total Operating Expenses | 362,053 |
| 792,784 |
|
|
|
|
|
| INCOME FROM OPERATIONS | 364,211 |
| (392,184) |
|
|
|
|
|
| OTHER INCOME: | 32,654 |
| 43,102 |
|
|
|
|
|
| INCOME BEFORE PROVISION FOR INCOME TAX | 396,865 |
| (349,082) |
|
|
|
|
|
| PROVISION FOR INCOME TAXES | - |
| - |
|
|
|
|
|
| NET INCOME | $ 396,865 |
| $ (349,082) |
|
|
|
|
|
| COMPREHENSIVE INCOME: |
|
|
|
| Net income | $ 396,865 |
| $ (349,082) |
|
|
|
|
|
| OTHER COMPREHENSIVE INCOME: |
|
|
|
| Unrealized foreign currency translation gain | 11,134 | | 16,351 |
|
|
| |
|
| COMPREHENSIVE INCOME | $ 407,999 | | $ (332,731) |
|
|
| |
|
| NET INCOME PER COMMON SHARE: |
| |
|
| Basic | $ 0.04 | | $ (0.03) |
| Diluted | $ 0.04 | | $ (0.03) |
|
|
| |
|
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |
| |
|
| Basic | 10,546,027 | | 10,440,000 |
| Diluted | 10,546,027 | | 10,440,000 |
The accompanying notes are an integral part of these financial statements.
PF-1
YA ZHU SILK, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
(UNAUDITED)
NOTE 1
COMPANY BACKGROUND AND BUSINESS
Ya Zhu Silk, Inc. (the “Company”) was incorporated in the State of Nevada on July 22, 2008. The company has been a development-stage Company and was planning to be engaged in the business of importing and distributing high quality silk fabrics made in China.
On June 29, 2011, Ya Zhu Silk, Inc. (“YaZhu”) entered into a master agreement (the “Master Agreement”) entailing of share exchanges with Kunekt Corporation (“Kunekt”), AMS-INT Asia Limited (“AMS”), Ferngrui Yue (“Yue”), Guangzhou Xingwei Communications Technology Ltd. Inc. (“XingWei”), Matt Li (“Li”), Beijing Yiyueqiji Science and Technology Development Ltd. Inc. (“Yiyueqiji”), and Mark Bruk (“Bruk”) The closing of agreement has taken place on February 22, 2012.
AMS-INT Asia Limited, a Hong Kong company formed on October 2010 has no operations other than holding 100 % ownership of the interest of Guangzhou Xingwei Communications Technology Ltd. Inc and Beijing Yiyueqiji Science and Technology Development Ltd which are considered operating companies in China.
Xingwei specializes in design, development and manufacturing of wireless mobile devices, including smartphones, with integrated software and licenses intellectual property. Currently, the major business comes from providing OEM software and licensing them to large OEM phone vendors. The majority of customers include some tier 2 vendors like Meiling, Jingli etc. Some other China wide tier one vendors are also big accounts, including Konka, TCL etc.
YiyueQiji designs and develops Android based smartphone and system products. The company has developed industry leading hybrid smartphone products, it has applied and been granted 12 Chinese patents since its operation starting from January of 2010.
The company has developed industry leading hybrid smartphone products, it has applied and been granted 12 Chinese patents since its operation starting from January of 2010.
The company has changed its accounting year to December 31.
PF-2