FLURIDA GROUP INC - FORM 10-K

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EXCEL - IDEA: XBRL DOCUMENT - FLURIDA GROUP INC	Financial_Report.xls
EX-32.1 - CERTIFICATION - FLURIDA GROUP INC	flug_ex321.htm
EX-32.2 - CERTIFICATION - FLURIDA GROUP INC	flug_ex322.htm
EX-31.1 - CERTIFICATION - FLURIDA GROUP INC	flug_ex311.htm
EX-31.2 - CERTIFICATION - FLURIDA GROUP INC	flug_ex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

	For the fiscal year ended December 31, 2013

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

	For the transition period from _____________ to _____________

Commission file number 333-151200

FLURIDA GROUP, INC.

((Exact name of registrant as specified in its charter)

Nevada		3469		26-0688130
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		IRS I.D.

22 W. Washington St., Suite 1500 Chicago, IL		60602
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number: 630-778-6991

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Common stock, par value $0. 001 per share

(Title of class)

_____________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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. Yes x No o

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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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. (Check one):

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes o No x

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant based upon the closing price of the Registrant’s Common Stock as of June 30, 2013) was approximately $1,201,568 (based on 10,013,067 shares of common stock outstanding held by non-affiliates on such date, $0.012 per share). Shares of the Registrant’s Common Stock held by each executive officer and director and by each entity or person that, to the Registrant’s knowledge, owned 5% or more of the Registrant’s outstanding Common Stock as of June 30, 2013 have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of Registrant’s Common Stock, $0.001 par value, was 39,290,827 shares as of December 31, 2013.

TABLE OF CONTENTS

PART I

Item 1.	Description of Business	4
Item 2.	Description of Property	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities	10
Item 6.	Selected Consolidated Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 8.	Financial Statements	F-1
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosures	18
Item 9A.	Controls and Procedures	18
Item 9B.	Other Information	19
Item 10.	Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act	20
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	26
Item 14.	Principal Accountant Fees and Services	27
Item 15.	Exhibits	28

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This Annual Report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that Flurida Group, Inc. (hereinafter referred to as “we,” “us,” “our,” “our Company” or “Flurida Group”) expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.

Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.

The industry and market data contained in this report are based either on our management’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.

PART I

Item 1. Description of Business

Organization

Flurida Group, Inc. is a Nevada corporation formed on December 19, 2006, with registered address at 502 East John Street, Carson City, NV 89706. Flurida Group, Inc. transacts its business in the U.S. as Flurida Group USA, Inc. located in the State of Illinois and has principal office at 22 W. Washington St., Suite 1500, Chicago, IL 60602, USA. Our telephone number is 630.778.6991.

Besides USA operation, Flurida Group, Inc. also established one representative office in China and one subsidiary in Europe:

Flurida Group Qingdao Office. (“Flurida Qingdao”): Flurida Group Qingdao Office is registered on December 10, 2007. It is a representative office on behalf of Flurida Group, Inc. to conduct the business of trading services, distribution, and marketing of the appliance parts in China. The Flurida Group Qingdao Office is located at Room 301, Unit 1, Yulong Building, 19 Miaoling Road, Qingdao, China 266061. The company closed its Flurida Qingdao China office in July, 2009.

Flurida Group European S.R.L (“Flurida European”): Flurida Group European S.R.L. was established on December 28, 2007 and is 100% owned by Flurida Group, Inc. Flurida European is in the business of trading services, distribution, and marketing of the appliance parts in Europe. The Flurida European office was closed in July 2012

Flurida Group leased a warehouse at 24412 S Main Street, Carson, CA 90745 on September 1, 2010.

Business

Our main business is the sale of appliance parts in Asia, Europe, Australia, North and South America.

We started to sell new products of high efficiency motor, crush motor and damper in 2013. We also continue to sell product we were already selling as of 2013 of stove, thermostat and other electronic components in 2013.

Our Main Products

We sell the following main types of appliance parts:

Automatic Refrigerator Build-in Icemaker: The automatic refrigerator build-in icemaker is designed for household refrigeration products, such as refrigerator, under-counter refrigerator, freezer to make the ice cubes automatically.

Refrigerator Through-Door or In-Door Ice Water System: Refrigeration Through-Door Ice Water System is the system that stores the ice cubes harvested from the icemaker, delivered and dispensed the ice, crushed ice or water to the refrigerator door through the electronic control system at the front of the refrigerator door. The through-door ice water system normally includes the following assemblies: ice bucket assembly, motor rail assembly, module assembly, facade assembly, housing assembly. The ice bucket assembly and the motor rail assembly can be located in the freezer, in the refrigerator door and or sealed chamber in the refrigerator. The module assembly, facade assembly and housing assembly vary according to the specific design from each client.

	·	Shade Pole Motor and Motor Assembly for Refrigerator or Freezers: The shade pole motor and motor assembly is a key part for refrigerators or freezers. Flurida Group Inc’s motor part is designed and specified for the refrigerators or freezers made by Electrolux, an US company with headquarter in Charlotte, NC. Flurida also supplies the motors and motor assemblies to Electrolux Europe facilities in Italy and Hungary.
	·	High-efficiency Stove: a wood-fuel metal stove which we believe based upon our knowledge of the industry and competitive products has higher combustion efficiency, lower fuel consumption, lower pollution than the average “rocket stoves” on the market. Those stoves are being sold to users in under-developed countries to save them time in cooking and money in fuel while reducing CO2 emission and deforestation.

	·	Damper: A damper controls the rate of airflow from freezer into the refrigerator section. Those damper sold to users in China to build refrigerators.

This year we have developed some new products and are making preparations for mass production in 2014, as follows:

	·	High-efficiency motor
		Flurida started developing high-efficiency motor since 2010. Through numerous tests and improvements, our customers have verified that our new model performs as we stated it would. We started small trial production in 2013 and our plan is to mass produce the high efficiency motors in 2014. Compared with regular motors, the efficiency of a high-efficiency motor triples the motor’s efficiency. It can be used, for example, for defrosting in refrigerators.

	·	Crush motor
		Flurida started developing crush motor in 2009. Through large amount of testing and improvements, we satisfied all customer requirements and have verified that our Crush motor performs as we stated it would. We intend to commence mass production of crush motors in 2014. The product is used for automatic ice crushing on built-in Ice Water Dispensing systems.

	·	Electronic icemaker for GE
		After 3 years of product development, the design of electronic icemaker model is finalized and approved by GE. We plan to start mass production of the electronic icemaker model for GE in 2014.

	·	Automatic icemaker for Haier
		We plan to start mass production of the automatic icemaker model for Haier in 2014.

	·	Module for Electrolux
		After one year of testing and verification, Flurida's newly developed module is approved by Electrolux. The module is a complete automatic ice making and dispensing system which can dispense cubed ice, crushed ice and water.

For the fiscal year ended December 31, 2012, the Company had total net revenue of $16,007,275. For the fiscal year ended December 31, 2013, the Company had total net revenue of $ 25,259,161.

Our Suppliers

The Company’s purchase is primarily from supplier, Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhouFuDa”), which is related and managed by shareholder and director Jianfeng Ding.

ChuZhouFuda is an appliance components and sub-assemblies manufacturer established on March 18, 2008. Chuzhou Fuda is located in Chuzhou City, Anhui Province, China. The plant space is around 100,000sq. ft. with 18 molding machine up to 800 metric ton and 6 assemblies lines for appliance components and assemblies.

Chuzhou Fuda, as a Chinese local manufacturer, will record their manufacturing costs and inventories based on the Chinese accounting regulations rulings. But, when Flurida Group, Inc. purchases the parts from Chuzhou Fuda, Flurida Group will record the actual costs paid to Chuzhou Fuda as the costs for inventory of Flurida Group, Inc. There is no any relationship for Chuzhou Fuda’s manufacturing historic costs with Flurida Group’s inventory value. Specifically, Flurida’s inventory value is equal to the purchase price or actual cost of the parts purchased from Chuzhou Fuda, and the purchase price of the parts will be fair market price. Flurida Group, Inc. will adopt the first-in and first-out inventory system according to generally accepted accounting principles in USA.

Flurida Group also purchased the products from suppliers, Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”). It is also related and managed by shareholder and director Jianfeng Ding, and established in 2005 specializing in home appliance components and subassemblies manufacturing, and located in Qingdao City, Shandong Province, China.

Flurida Group also purchased the products from suppliers, Qingdao Fubida Electronics Co., Ltd. It is also related and managed by shareholder and director Jianfeng Ding, and established in 2003 specializing in home appliance control components and subassemblies manufacturing, and located in Qingdao City, Shandong Province, China. The plant space is around 70,000 sq ft. 14 units injection molding machine up to 600 metric tons.

Customers

We sell our product to refrigerator manufacturers such as Electrolux North America, Electrolux Italy, Electrolux Hungary, Electrolux Sweden, Electrolux Australia, Master Precision Global LLC, Stanco Metal Products Inc, Sigma Refrigeration Ltd, and The Paradigm Project; and the Company also sold products to our suppliers Chu Zhou Fu Da and Qingdao Fubida Electronic.

Markets

We sell our products in United States, Mexico, China, Europe, Brazil and Australia.

Marketing

Our products will be sold directly by our officers, directors and employees to customers and potential customers. We will locate these customers primarily by personal contacts or referrals.

Our Competition and Our Market Position

Competition within the appliance parts industry is intense. We will compete with both large scale state-owned enterprises and smaller scale private companies. In addition, we also face competition from international appliance parts resellers. Many of our competitors have substantially greater financial, marketing, personnel and other resources than we do.

Our major competitor in ice maker market is Nidec Servo Corp (formal Japan Servo Co., Ltd.) and Nidec Sankyo Corp. Nidec Servo and Nidec Sankyo are both headquartered in Japan. Nidec Servo produces the aluminum tray icemaker. Nidec Sankyo produces twisted icemaker.

Our major competitors in motors for refrigerators or freezers are AO Smith in USA market, EBM in Germany, MES in Switzerland for Europe market, and Hua Yi Co., Ltd. in China market.

We compete with these and other suppliers based upon:

	(1)	Our larger and more focused design group
	(2)	We offer a wider range of products.
	(3)	Our products are cost effective, but with highest quality control standard, all passed the ISO 9000 and UL; VDE certification.
	(4)	We sell in a broader market throughout the world while our most competitors’ products are only sold in regional markets.

New Joint Venture

In January, 2014, in accordance with the laws of the People’s Republic of China (“PRC”) on Joint Ventures Using Chinese and Foreign Investment (the “Joint Venture Law”) and other relevant laws and regulations of PRC, Procon China, LLC, a Nevada limited liability company, and Flurida Group Inc., a Nevada corporation, entered into a Joint Venture Contract (referred to herein as this “Agreement”), for a Chinese Foreign Joint Venture (the “Joint Venture”) in the City of Chuzhou, Anhi Province of PRC. The name of the Joint Venture is Flurida-Procon Communications Technology Co., Ltd. [Note that the Form 8-K filed on January 14, 2014 contained a scrivener error in “Item 1.01. Entry into a Material Definitive Agreement” as it stated the Agreement date was January 2013 when the correct date is January 2014, as written above and also shown in the Agreement filed as an exhibit to that Form 8-K.]

Certain of the most significant provisions of the Agreement are as follows:

The business of the Joint Venture is the development and manufacture of global positioning system (“GPS”) tracking devices and providing real-time vehicle tracking and data management services for insurance companies, banks, logistics companies and government agencies.

The registered capital of the Joint Venture shall be US$1,000,000, of which:

·	Flurida has US$500,000, accounting for 50%, and

·	Procon has US$500,000, accounting for 50%.

Increases to registered capital shall be made in accordance with each Party’s respective proportional interest in the Joint Venture, unless agreed to otherwise by the Parties. The Parties shall fulfill their capital contribution requirements totaling US$500,000 each, in cash according to a schedule determined by the Board of Directors of the Joint Venture (the “Board”); provided, that each Party shall make $100,000 of its required contribution no later than 30 days after the issuance of the Joint Venture’s business license. The capital contribution of each Party shall be converted according to the current numeracies exchange rate of PRC.

The Parties shall be responsible for the following matters, respectively:

Flurida: Flurida will be responsible for providing the Joint Venture with the following services and pay all expenses of the Joint Venture related to:

Before product launch

1. Salaries including social warfare, insurance for the following personnel in China: operation management, manufacturing, quality assurance, customer service and sales;

2. Providing all facilities and utilities;

3. All facility upgrades, and furniture;

4. Any tooling for new plastics, if required;

5. 3 full time employees for the Joint Venture prior to product launch;

6. Provide its cash contribution required

After product launch

1. Facilities and utilities in Chuzhou Flurida up to 500 square meters. The Joint Venture shall pay for rent if it exceeds 500 square meters.

2. Facilities and utilities in Flurida’s Shanghai office up to 5 seats and shared meeting room. The Joint Venture shall pay for rent if it exceeds 5 seats.

Procon: Procon will be responsible for providing the Joint Venture with the following services, and pay all expenses of the Joint Venture related to:

1. Management and development personnel; Mark Wells (business management/development); Tim Peachey (hardware/fulfillment); and Mark Levy (software development), or equivalent personnel in those roles;

2. SysDevX Machine to Machine (“M2M”) device/business management software or equivalent;

3. User interface application(s);

4. GPS tracker firmware scripts; and

5. Provide its cash contribution required

The items listed in (2) through (4) will be provided under license (the “License”), which will automatically be revoked if less than 50,000 GPS units (the “Units”) are sold within 24 months after the issuance of the Joint Venture’s business license.

The Joint Venture will provide and pay for certain other expenses (out of the Parties’ capital contributions and the Joint Venture’s revenues) as set forth in the Agreement.

The Board is comprised of three directors, of which one shall be appointed by Flurida and two by Procon. The Chairman of the Board shall be appointed by Flurida, and its Vice-Chairman by Procon. The term of office for the directors, Chairman and Vice-Chairman is three years, and their term of office may be renewed if re-appointed by the relevant Party.

The Joint Venture shall distribute the following amounts to each Party within 30 days of the end of each month:

1. for the first 1-100,000 Units on an active subscription in the market for the full month, US$3 per Unit;

2. for the next 100,001-200,000 Units on an active subscription in the market for the full month, US$2 per Unit;

3. for every Unit on an active subscription in the market for the full month after the first 200,000 Units $1/Unit;

Any default in any such payments shall automatically terminate the License.

The duration of the Joint Venture is ten years. The establishment date of the Joint Venture shall be the date on which the business license of the Joint Venture is issued. An application for the extension of the duration of the Joint Venture, as proposed by one Party and approved by the Board, shall be submitted to the Ministry of Commerce (or the examination and approval authority entrusted by it) six months prior to the expiration date of the Joint Venture.

There are certain Preemptive Rights to equity in the Joint Venture as set forth in the Agreement. Disputes are subject to arbitration as set forth in the Agreement.

The current status of this project is setting up the company in China ShangHail, meanwhile the Joint Venture continues researching and developing this product specific focusing on Chinese market.

Research and Development

We have incurred research and development expenses in the 2013 for the total of $21,993.

Our Intellectual Property

We have no intellectual property.

Our Employees

We have the following number of full time employees:

Clerical	–	0
Operations	–	2
Administrative	–	1
Management	–	3
Engineers	-	2
Sales	–	1

We have no part time employees. We have no collective bargaining agreement with our employees. We consider our relationship with our employees to be excellent.

Additional Information

We are a public company and file annual, quarterly and special reports and other information with the SEC. We are not required to, and do not intend to, deliver an annual report to security holders. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our filings are also available, at no charge, to the public at http://www.sec.gov.

Item 2. Description of Property

We rent the following property:

Flurida Group USA, Inc.

Address: is located at 22 W. Washington St., Suite 1500, Chicago, IL 60602.

	·	Name of Landlord: Regus Group
	·	Term of Lease: September 1 2013, to September 30, 2014

	·	Monthly Rental: $219
	·	Adequate for current needs: Yes

Flurida Group USA, Warehouse Location

	·	Address: 24412 S Main ST, Carson, CA 90745
	·	Name of Land Lord: 24412 S Main Street, LLC

	·	Term of Lease: September 1, 2013 to August 31, 2015
	·	Monthly Rent: $3,938

	·	Square Feet: Approximately 5,168 square feet
	·	Adequate for current needs: Yes

We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

Item 3. Legal Proceedings

We are not a party to any material legal proceedings nor are we aware of any circumstance that may reasonably lead any third party to initiate material legal proceedings against us.

Item 4. Mine Safety Disclosures

None

PART II

Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

Trading History

Our common stock is quoted on the Over-The-Counter Bulletin Board under the symbol “FLUG.”

Bid Information*

Financial Quarter Ended	High Bid		Low Bid
December 31, 2013	$	0.13	$	0.10
September 30, 2013	$	0.15	$	0.10
June 30, 2013	$	0.10	$	0.10
March 31, 2013	$	0.15	$	0.10
December 31, 2012	$	0.15	$	0.10
September 30, 2012	$	0.15	$	0.10
June 30, 2012	$	0.10	$	0.012
March 31, 2012	$	0.15	$	0.10

* The quotation do not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Dividends

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant.

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

●

we would not be able to pay our debts as they become due in the usual course of business; or

●

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation.

Securities Authorized for Issuance Under Equity Compensation Plans

At December 31, 2012, we have one compensation plan in place, entitled 2009 Stock Incentive Plan. This plan was approved by our Board of Directors on July 10, 2009.

Number of Securities to be issued under Plan				Weighted-Average exercise price of outstanding options				Number of securities remaining available for further issuance
	5,000,000			$	0.60				5,000,000

Item 6. Selected Consolidated Financial Data

Not required.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-K.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

Our business is the sale of appliance parts in Asia, Europe, Australia, North and South America. The main products that we sell to these markets are icemakers, motors, ice water dispensing system, and appliance assemblies and stoves and damper. Beside of those products, every year we consistently develop and research the new products, for example high efficiency-motor, crush motor and module. In 2013 we have passed the all customer’s testing procedure and relative identifications. We intend to start mass production in 2014.

These parts are manufactured in China by Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhou Fuda”) and Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”). Chuzhou Fuda Mechanical & Electronics Co., Ltd., which is related and managed by shareholder and director Jianfeng Ding, is an appliance components and sub-assemblies manufacturer established on March 18, 2008. Chuzhou Fuda is located in Chuzhou City, Anhui Province, China. The plant space is around 100,000 sq. ft. with 18 molding machine up to 800 metric ton and 6 assemblies lines for appliance components and assemblies.

Zhong Nan Fu Rui was established in 2005 specializing in home appliance components and subassemblies manufacturing, and located in Qingdao City, Shandong Province, China. On September 18, 2007, amended June 25, 2008 and further amended on August 4, 2008, Flurida Group, Inc. signed a long-term distribution agreement with Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. Zhong Nan Fu Rui is a Chinese manufacturing company which is related and managed by shareholder and director Jianfeng Ding. Although this Agreement expired in 2012, we continue to operate under the same terms as the written agreement.

We sell the following main types of appliance parts:

Refrigerator Through-Door Ice Water System: Refrigeration Through-Door Ice Water System is the system that stores the ice cubes harvested from the icemaker, delivered and dispensed the ice, crushed ice or water to the refrigerator door through the electronic control system at the front of the refrigerator door. The through-door ice water system normally includes the following assemblies: ice bucket assembly, motor rail assembly, module assembly, facade assembly, housing assembly. The ice bucket assembly and the motor rail assembly can be located in the freezer, in the refrigerator door and or sealed chamber in the refrigerator. The module assembly, facade assembly and housing assembly vary according to the specific design from each client.

Shade Pole Motor and Motor Assembly for Refrigerator or Freezers: The shade pole motor and motor assembly is a key part for refrigerators or freezers. Flurida Group Inc’s motor part is designed and specified for the refrigerators or freezers made by Electrolux, an US company with headquarter in Charlotte, NC. Flurida also supplies the motors and motor assemblies to Electrolux Europe facilities in Italy and Hungary.

High-efficiency Stove: a wood-fuel metal stove which has higher combustion efficiency, lower fuel consumption, lower pollution than the average rocket stoves on the market. Those stoves sold to users in under-developed countries to save them time in cooking and money in fuel while reducing CO2 emission and deforestation.

·	Damper: A damper controls the rate of airflow from freezer into the refrigerator section. These dampers are being sold to users in China to build refrigerators.

We are an “emerging growth company” (“EGC”) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission’s (SEC’s) reporting and disclosure rules (See “Emerging Growth Companies” section above). We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Results of Operations

For the fiscal year ended December 31, 2013 vs. December 31, 2012.

Revenue

For the fiscal year ended December 31, 2012, the Company had net total revenue of $ 16,007,275 to the Company’s Europe, North and South America customers.

For the fiscal year ended December 31, 2013, the Company had net total revenue of $ 25,259,161, which was increased nearly 57% than the fiscal year ended December 31, 2012 total revenue of $16,007,275. This increase was because all main customer sales went up due to improved economic situation worldwide, plus new product stove sales started in 2012 third quarter and continued through the quarter ended December 31, 2013 and are still continuing.

For the period January 1 to December 31, 2013, the Company sold icemakers and motors to, Electrolux USA, located at Charlotte NC for sales of $ 15,297,602. The icemakers and motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd; all the icemakers and motors were shipped out at FOB shipping point Nanjing, China.

The company also sold motors, to Stanco Metal Products for $ 154,518; the motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd; all the motors were shipped out at FOB shipping point Nanjing, China.

For the fiscal year ended December 31, 2013, the Company sold components and appliance parts to Electrolux –Australia for $ 597,890. The components were manufactured and supplied by Chu Zhou Fu Da Mechanical and Electronics; all the icemakers and components were shipped out at FOB shipping point Nanjing, China.

The Company sold DAC Boxes, Deflector, and other related parts to Electrolux –Italy for total $ 549,930. The DAC Boxes, Deflector, and other related parts were manufactured and supplied by Chu Zhou Fuda; all the DAC Boxes magnets, and motors were shipped out at FOB shipping point Nanjing, China.

The Company also sold DAC Boxes, Deflector, Motors, and other related parts to Electrolux – Hungry for total $ 1,230,233. The DAC Boxes, Deflectors and Motors were manufactured and supplied by ChuZhou Fuda; all the DAC Boxes magnet, and motors were shipped out at FOB shipping point Nanjing, China.

The Company also sold DAC Boxes and related parts to Electrolux –Sweden for $ 22,298. The DAC Box and parts were manufactured and supplied by Chu Zhou Fuda; all the DAC Boxes were shipped out at FOB shipping point Nanjing, China.

The company sold Motors, icemakers, and some related refrigerator appliance parts to North Carolina Electrolux Major Appliances, Inc for $ 2,634,982. The parts, icemakers, and motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The Company also sold Motors to Electrolux –ST. Cloud for $ 311,524. The motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The Company sold Motors and other parts to Electrolux – Do Brasil for $ 490,631. The motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The Company also sold DAC Boxes and related parts to Gotene Plast AB for $ 10,559. The DAC Box and parts were manufactured and supplied by Chu Zhou Fuda; all the DAC Boxes were shipped out at FOB shipping point Nanjing, China.

The company sold icemakers to an US company, Domestic LLC for $ 59,025. And the icemakers were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd; all the icemakers were shipped out at FOB shipping point Nanjing, China.

The company sold stoves to The Paradigm Project for $ 311,531. The stoves were manufactured and supplied by Zhong Nan Fu Rui, and were shipped out at FOB shipping point at Qingdao, China.

The company sold thermostats and icemakers to an US company, Exact Replacement Parts for $ 112,835. The parts were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The company provided service to Electrolux Professional Inc for $ 21,860 in the period of January 1 to December 31, 2013.

In the period of January 1, 2013 to December 31, 2013, the Company sold parts or provided services to America Corporation for a total of $ 56,064.

For the period of January 1 to December 31, 2013, the Company sold thermostats and other related key parts for icemakers and motors, to ChuZhouFuDa, and sold dampers to Qingdao Fubida Electronic. Flurida Group purchased the parts from Wako Electronics, Inc., an US Company located at Louisville, KY 40299. Flurida Group also sold Rocker Switch, the key parts for icemakers, to ChuZhouFuDa. The parts, Rocker Switch, were used for the icemakers .The Company purchased the parts, Rocker Switch, from CW Industries, an US Company located at Southampton, PA; and also Flurida Group purchased dampers from Nidec Sankyo Corporation, and then sold to Qingdao Fubida Electronic, and ChuZhouFuDa. Flurida Group, Inc. adds averaged 5% - 10% margin based on the cost of purchase, then sold to them, so, $ 2,412,372, and $ 1,100,387 were sold and invoiced to ChuZhouFuDa, and Qingdao Fubida Electronic respectively for the fiscal year ended December 31, 2013.

In summary, for the period of January 1 to December 31, 2013, the Company incurred the total gross sales of $ 25,374,242. And the Company had sales discount and return of $ 115,081, so, a total of $ 25,259,161 net sales were recorded.

In both fiscal year period ended December 31, 2013 and 2012 sales, more than 80% of total revenues were generated through Electrolux controlled subsidiaries in various countries. Electrolux Group operated its each subsidiary independently in each country, and all the sales orders and sales contracts were negotiated and signed independently. Accordingly, we believe that lack of one or a few subsidiaries of Electrolux sales order may have effect on our overall sales revenue, but the effects were slightly reduced in 2013 vs 2012. We signed long-term distribution agreement with various Electrolux subsidiaries, the risk of loss the contracts with Electrolux is significantly low.

Cost of Revenue

Our Costs of Goods Sold, as we expected will increased slightly due to increasing Chinese Yuan’s currency exchange rate, labor costs, and raw materials. We anticipate this trend to continue and may adjust our unit price upward to reduce the impact of rising costs.

At the period ended December 31, 2012, the Company had ending inventory $ 2,278,467 that was majority purchased from ChuZhou FuDa.

From the period January 1 to December 31, 2013, Flurida Group, Inc. purchased Stoves from Zhong Nan Fu Rui and Qingdao FuDa Electronic at total cost of $ 302,103 for FOB shipping point at Qingdao, China.

The Company purchased Icemakers, motors, and parts from ChuZhou FuDa at total cost of $ 21,129,471 for FOB shipping point at Nanjing, China.

To manufacture the related refrigerator appliance parts, Chu Zhou Fu Da and Qingdao Fubida Electronic., needs key parts made in USA, which were purchased through Flurida Group, Inc. in USA. The costs of purchasing the parts were $3,367,289 in the period of January to December, 2013.

For the fiscal year ended December 31, 2013, the Company had total purchase of $ 24,798,863.

At the periods ended December 31, 2013, the company had total ending inventory at a value $3,818,684.

For the period of January 1 to December 31, 2013, the company had freight cost and other related cost of $ 11,852.

Therefore, in the fiscal year ended December 31, 2013, the Company incurred a total cost of goods sold of $ 23,270,498 which was increased 60 % comparing to the fiscal year ended December 31, 2012 cost of goods sold of $14,547,943. The increase of cost of goods sold was due to the sales increase, increasing Chinese Yuan’s currency exchange rate, labor costs, and raw materials.

The cost of goods sold in the Statements of Operations includes costs of products purchased from suppliers, shipping costs or freight in costs for the products shipping FOB port China, warehouse costs, and other costs if any directly related to the products inspection, duty and custom taxes of products, internal transfer costs if any. The selling, general and administrative expense includes operation expense such as travel, professional, office rent, telephone, certification fees, wages and salaries for management and administrative employees, and other expense related to operation. There was no allocation of portion of any selling, general and administrative expense to the cost of goods sold.

Our gross margin may not be comparable to those of other entities, since some other entities may include all or allocate portion of the costs related to their distribution network into cost of goods sold.

Expense

Our operation expenses consist of selling, general and administrative expenses, and research & development expenses, and depreciation expenses:

	Year Ended		Year Ended
	December 31,		December 31,
	2013		2012
Administration Expense		1,484		1,681
Bank Service Charges		75,264		58,182
Business Registration		817		904
Certification Fee		35,985		66,654
Computer and Internet Expenses		511		1,317
Credit card Finance Charge		-		218
Depreciation and amortization expenses		25,924		20,957
Fuel charge		3,523		3,049
Gift and Promotion		6,949		9,504
Insurance Expense		1,007		945
Meals and Entertainment		34,038		19,822
Office Supplies		8,849		8,262
Parking fee		797		864
Payroll Expense - ER		41,367		38,835
Payroll Expenses - EE		753,892		674,705
Penalty & Fine Expenses		587		-
Postage & Shipping		7,506		8,154
Professional Fees		147,803		125,781
Rent Expense		53,313		52,687
Repairs and Maintenance		4,124		3,118
Research and development Expense		21,993		17,311
Service Cost		2,225		340
Telephone Expense		12,155		9,891
Travel Expense
air agent fee		215		2,008
Airfare		69,573		42,425
Car Rental		10,617		5,687
Hotel Expense		47,907		29,377
Local Transportation		2,994		590
Travel Expense - Other		615		-
Total Travel Expense		131,922		80,087
Utilities		2,426		2,401
Total Expense	$	1,374,460	$	1,205,671

Started from February 2013, Flurida Group had salaries for officers Jianfeng Ding, Yaru Huang, and Ying Zhong for $350,000, $84,000, $84,000. And Flurida Group USA hired employees to taking care of the office, research and development, and marketing activities, therefore, the Company incurred a total payroll expense of $ 795,258 for the fiscal year ended December 31, 2013. For maintaining and operating the business, the Company expensed a total of $ 87,040 commission and consulting fee. In order to increasing the sales in Europe and North America, the Company expensed $ 35,985 certification fees on the products we sold or exported in the period of January 1 to December 31, 2013. Due to the raise of sale volume and customers, the Company had travel expenses of $ 131,922, and had equipment and research development expenses of $21,993.

We expect selling, general, and administrative expenses to increase in future periods as we initiate a number of marketing and promotional activities.

Income Taxes

We are subject to income taxes in the U.S. and we incurred income tax expense of $259,014 and $109,891 for the fiscal year ended December 31, 2013 and 2012 respectively. As of December 31, 2013, the company had income taxes payable of $134,710.

Net Income (Loss)

We had a net income of $328,177 and $155,091 for fiscal year ended December 31, 2013 and 2012 respectively.

Commitments and Contingencies

The Company has signed a long-term distribution agreement with Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. Zhong Nan Fu Rui is a Chinese manufacturing company which is related and managed by shareholder and director Jianfeng Ding. Also, on June 2008, the company signed a consigned inventory agreement with an US company, Electrolux Home Products DE Mexico and Anderson, S.A.DEC.V (Electrolux).

Foreign Currency Translation

The Company has determined the United States dollars to be its functional currency for Flurida Group USA and European Euro to be its functional currency in European business. Assets and liabilities were translated to U.S. dollars at the period-end exchange rate. Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.

Liquidity and Capital Resources

	At December 31		At December 31
	2013		2012

Current Ratio*		1.43		1.77
Cash	$	1,116,298	$	194,265
Working Capital**	$	2,114,879	$	1,637,866
Total Assets	$	7,313,737	$	4,226,739
Total Liabilities	$	5,101,544	$	2,393,148

Total Equity	$	2,212,193	$	1,833,591

Total Debt/Equity***		2.31		1.31

* Current Ratio = Current Assets /Current Liabilities

** Working Capital = Current Assets - Current Liabilities

*** Total Debt / Equity = Total Liabilities / Total Shareholders’ Equity.

The Company’s overall working capital was increased in the fiscal year ended December 31, 2013 comparing to fiscal year ended December 31, 2012, due to the overall increase of the cash and cash equivalents, accounts receivable and inventory; and, the Company’s current ratio was decreased as December 31, 2013 comparing to 2012 due to the increase of the accounts receivable and accounts payable.

Currently the Company has a sales agreement with Electrolux, such agreement require the Company to supply the motors, ice makers, and other parts based on Electrolux’s needs. However, due to the consignment arrangement with Electrolux, the Company would keep certain level of consignment inventory to meet the Electrolux’s requirements. In addition, due to the consignment terms with Electrolux, the sales would be recognized when the Electrolux withdraw the products or the consignment inventory at Electrolux’s warehouse for 60 days. In our due course of business dealing with Electrolux’s consignment sales, all the sales incurred in 2012 were for the products withdrew before the 75 days terms, i.e., the products might be considered as sales automatically based on the consignment terms. After the products withdrew by Electrolux, the Company may receive the payment in 7 days with discount through DB Supplier Finance.

Our activities for generating cash flows were operating activities in 2013 and 2012. The Company entered into a promissory note secured renewal loan agreement (“Loan Agreement”) in the principal amount of $ 4,000,000 with East West Bank located in El Monte, CA. The maturity date of the Note was extended to July 10, 2014 with 4% annual interest rate. The loan is secured by all company inventories, accounts, equipment and general intangibles and certain other assets of the Company. The outstanding loan amount on this Loan Agreement is $ 1,900,000 as of December 31, 2013. The Company may only draw up to $ 2,000,000 on Sight Letters of Credit with maximum expiration date of 90 days from issuance, $ 2,000,000 on Standby Letters of Credit with maximum expiration date of one year from issuance and up to $ 4,000,000 on Clean Advance for up to 365 days. The remaining terms of the original loan are unchanged.

The management will continue to improve our current business on marketing, customer services and general administrative activities effectiveness; we still continually focus on developing our new products electronic ice maker.

We set up a R&D center at our California location. The primary function of an R&D group is to discover and create new knowledge about scientific and technological topics for the purpose of uncovering and enabling development of valuable new products, processes, and services. We are working on various products but none are fully developed and ready to market and we cannot assure you that any of the products we are working on will ever be fully developed or that we will be able to market or sell them in the future.

Specifically, the management still believes that within the operating activities, the efforts of collecting accounts receivables and making payments of accounts payables still are the primary factors for the changes of cash flows in the year 2013 and will continue in later years.

The Company had cash and cash equivalents of $ 1,116,298 at December 31, 2013 and $ 2,114,879 of working capital and $ 194,265 at December 31, 2012 and $1,637,866 of working capital.

The total debt of $ 5,101,544 for December 31, 2013 included total of $ 2,326,317 for Chu Zhou Fu Da, $ 4,366 for Qingdao FuDa, $ 77,905 for Fulu Finance Management Limited, $ 234,104 for US suppliers, $ 156,796 for salary and payroll tax payable, and $ 53,823 for all other account payable, $ 134,710 income tax liabilities, and $ 138,522 unearned revenue $ 1,900,000 loan from the Bank, and $ 75,000 Other Payable.

Our independent auditor has indicated that our customer concentration may raise doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations. However, due to the close relationship between the Company and its supplier, Chuzhou Fu Da and Zhong Nan Fu Rui, which is closely related and directly managed by shareholder and director Jianfeng Ding. Besides, as of December 31, 2013, the cash and cash equivalent balance was $ 1,116,298, the management believes that the revenues will be generated and its cash flows will be maintained to cover its operational costs and the risk of going concern in long term is significantly low.

Interest Rate Risk

We do not have significant interest rate risk, as our debt obligations (i.e., notes payables to shareholders which can be converted to common stocks). The annual interest rate of notes payable is 8%, and the interest expense would be accrued if the notes were not converted to common shares, and the notes holders request the Company for repayment of principles plus the interest. Seven non-affiliated loan holders asked the Company for repayment of notes plus interest on April 1, 2008. All remaining loan holders converted their loans to common shares on April 15, 2008.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 8. Financial Statements

FLURIDA GROUP, INC.

Audited Financial Statements

As of December 31, 2013 and 2012

Table of Contents

Independent Auditor’s Report on the Consolidated Financial Statements			F-2

Balance Sheets			F-3

Statement of Operation			F-4

Shareholders Equity			F-5

Cash Flow Statement			F-6

Notes to Financial Statements			F-7

F-1

Independent Registered Public Accounting Firm’s Auditor’s Report on the Consolidated Financial Statements

Board of Directors and Shareholders of Flurida Group, Inc.

We have audited the accompanying consolidated balance sheets of Flurida Group, Inc. and Subsidiary Companies as of December 31, 2013 and 2012, and the related consolidated statements of operation, shareholders’ equity, and cash flows for year ended December 31, 2013 and 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Flurida Group, Inc. and Subsidiary Companies as of December 31, 2013, and 2012, and the results of its operations and their cash flows for the year ended December 31, 2013 and 2012 in conformity with accounting principles generally accepted in the United States of America.

/s/ Enterprise CPAs, Ltd.

Enterprise CPAs, Ltd.

Chicago, IL

March 20, 2014

F-2

FLURIDA GROUP, INC.
CONSOLIDATED BALANCE SHEETS
	December 31		December 31
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	1,116,298	$	194,265
Accounts receivable, net		2,281,441		1,558,282
Inventory		3,818,684		2,278,467
Total Current Assets	$	7,216,423	$	4,031,014
Property, plant and equipment, net	$	91,050	$	88,276
Other assets:
Loan to supplier	$	-	$	101,185
Accrued interest receivable		-		-
Security deposit		6,264		6,264
Total Other Assets	$	6,264	$	107,449

TOTAL ASSETS	$	7,313,737	$	4,226,739
LIABILITIES & EQUITY
Current liabilities:
Account payable	$	2,853,312	$	2,168,172
Income taxes payable		134,710		-
Unearned revenue		138,522		224,976
Total current liabilities	$	3,126,544	$	2,393,148

Other Current Liabilities
Loan from the Bank	$	1,900,000	$	-
Other Payable	$	75,000	$	-
Total other Current Liabilities	$	1,975,000	$	-

Total Liabilities	$	5,101,544	$	2,393,148
Stockholders' Equity:
Common stock, $0.001 par value;
200,000,000 shares authorized;
39,290,827 shares issued and outstanding.	$	39,291	$	39,291
Paid-in capital		1,251,313		1,251,313
Retained earnings		871,341		543,164
Accumulated other comprehensive Income (loss)		50,248		(177	)

Total stockholders' equity	$	2,212,193	$	1,833,591

TOTAL LIABILITIES & EQUITY	$	7,313,737	$	4,226,739

F-3

FLURIDA GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATION
	Year Ended		Year Ended
	December 31,		December 31,
	2013		2012

Revenues:	$	25,259,161	$	16,007,275
Cost of Goods Sold	$	23,270,498	$	14,547,943
Gross Profit	$	1,988,663	$	1,459,332
Operating expenses:
Research and development		21,993		17,311

Selling, general and administrative expenses		1,326,543		1,167,403

Depreciation and amortization expenses		25,924		20,957
Total Operating Expenses		1,374,460		1,205,671

Operating Income	$	614,203	$	253,661

Investment income, net	$	1,555	$	13,543
Interest Expense, net		28,567		2,222
Income before taxes	$	587,191	$	264,982
Income tax expense		259,014		109,891
Net Income	$	328,177	$	155,091

Net Income (Loss) per common share-Basics	$	0.01	$	0.00
Net Income (Loss) per common share-Diluted	$	0.01	$	0.00

Other comprehensive Income(Loss), net of tax:
Foreign currency translation adjustments		50,425		(11,242	)
Total other comprehensive Income(Loss)	$	50,425	$	(11,242	)
Comprehensive Income (Loss)	$	378,602	$	143,849

F-4

FLURIDA GROUP, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
FOR THE PERIOD ENDED December 31, 2013

					Additional					Accumulated Other			Total
	Common Stock				Paid-in		Retained			Comprehensive			Stockholders'
	Shares		Amount		Capital		Earnings			Income (Loss)			Equity

Balance, December 31, 2006							$	(1,500	)				$	(1,500	)

Balance, December 31, 2007		27,291,760	$	27,292	$	63,406	$	(20,619	)	$	(126	)	$	69,953

Balance, December 31, 2008		38,990,827	$	38,991	$	1,221,613	$	(214,698	)	$	29,471		$	1,075,377

Balance, December 31, 2009		38,990,827	$	38,991	$	1,221,613	$	(23,633	)	$	48,979		$	1,285,950

Adjustment for Exchange
rate changes										$	(43,456	)	$	(43,456	)

Net Income for the year
ended December 31, 2010							$	211,205					$	211,205
Balance, December 31, 2010		38,990,827	$	38,991	$	1,221,613	$	187,572		$	5,523		$	1,453,699

Adjustment for Exchange
rate changes										$	5,542		$	5,542

Net Income for the year
ended December 31, 2011							$	200,501					$	200,501
Balance, December 31, 2011		38,990,827	$	38,991	$	1,221,613	$	388,073		$	11,065		$	1,659,742

Issuance of common
stocks to Williams @ 0.10
per share on November 1, 2012		300,000	$	300	$	29,700							$	30,000

Adjustment for Exchange
rate changes										$	(11,242	)	$	(11,242	)

Net Income for the year
ended December 31, 2012							$	155,091					$	155,091
Balance, December 31, 2012		39,290,827	$	39,291	$	1,251,313	$	543,164		$	(177	)	$	1,833,591

Adjustment for Exchange
rate changes										$	50,425		$	50,425

Net Income for the year
ended December 31, 2013							$	328,177					$	328,177
Balance, December 31, 2013		39,290,827	$	39,291	$	1,251,313	$	871,341		$	50,248		$	2,212,193

F-5

FLURIDA GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
	Year Ended			Year Ended
	December 31			December 31
	2013			2012
Operating Activities:
Net Income	$	328,177		$	155,091
Adjustments to reconcile net income to net cash
provided by operating activities:
Non-cash portion of share based legal fee expense		-			30,000
Depreciation Expense		25,924			20,957
Inventory		(1,540,217	)		(474,793	)
Decrease in accrued interest receivable		-			2,808
Increase in account receivable		(723,159	)		(791,964	)
Increase in account payable		685,140			215,916
Increase in income tax payable		134,710			-
Increase in other payable		75,000			-
Decrease in unearned income		(86,454	)		214,341
Net cash provided by operating activities	$	(1,100,879	)	$	(627,644	)

Investing Activities:
Purchase Property		(28,698	)		(31,496	)
Net cash provided by investing activities	$	(28,698	)	$	(31,496	)

Financing Activities:
Proceeds from issuance of common stock		-			-
Loan from the Bank		1,900,000			-
Loan return from supplier		101,185			123,417
Net cash provided by financing activities	$	2,001,185		$	123,417

Effect of Exchange Rate on Cash	$	50,425		$	(11,242	)
Net increase (decrease) in cash and cash equivalents	$	922,033		$	(546,965	)
Cash and cash equivalents at beginning of the period	$	194,265		$	741,230
Cash and cash equivalents at end of period	$	1,116,298		$	194,265

F-6

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – BUSINESS DESCRIPTION

Flurida Group, Inc. (the “Company”), incorporated under the laws of Nevada on December 19, 2006, with registered address at 502 East John Street, Carson City, NV 89706. Flurida Group, Inc. operates its business in USA as Flurida Group USA, Inc., the Company’s wholly owned branch located in the State of Illinois and has principle office at 22 West Washington ST, Suite 1500, Chicago, IL 60602.

Flurida Group leased a warehouse at 24412 S Main Street, Carson, CA 90745.

Flurida Group Inc closed its subsidiary Flurida Group European S.R.L (“Flurida European”) in July 2011.

The company closed its Flurida Qingdao China office in July, 2009.

The Company’s main business includes sourcing, distribution and marketing of appliance parts in Asia, Europe, North and South America. In additionally, the Company also sells stoves, thermostat and other electronic components.

These parts are manufactured in China most by Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhou Fuda”), and some by Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”). ChuZhou Fuda was an appliance components and sub-assemblies manufacturer established on March 18, 2008 and located in Chuzhou City, Anhui Province, China. Zhong Nan Fu Rui was established in 2005 specializing in home appliance components and subassemblies manufacturing, and located in Qingdao City, Shandong Province, China.

NOTE B – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.

Basis of accounting

The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting.

F-7

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continue)

Cash and Cash Equivalents

The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Foreign Currency Translation

The Company has determined the United States dollars to be its functional currency for Flurida Group USA and European Euro to be its functional currency in European business. Assets and liabilities were translated to U.S. dollars at monthly average exchange rate. Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.

Property, Plant, and Equipment Depreciation

Property, plant, and equipment are stated at cost. Depreciation is being provided principally by straight line methods over the estimated useful lives of the assets. Expenditures for maintenance and repairs, which do not improve or extend the expected useful lives of the assets, are expensed to operations while major repairs are capitalized.

The equipment were recorded as fixed asset to depreciate over 7 years and the electronic data processing equipment and furniture were recorded as fixed asset to depreciate over 5 years with straight line method.

For the period of January to December 31, 2013, the Company purchased $ 21,909 Furniture and equipment, and $ 6,789 Computer and data process equipment.

As of December 31, 2013, the company has furniture, Computer and data processing equipment, and equipment at a purchase cost of $ 154,287, and $ 63,236 of accumulated depreciation expense was recorded.

F-8

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continue)

Concentration of credit risk

The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.

Accrued Interest Receivable

In January 1, 2013, the company entered a new loan agreement of $101,185 with its main supplier Zhong Nan Fu Rui Mechanical electronics Co., Ltd at interest rate of 5.00%, term January 1, 2013 to December 31, 2013; and at June 30, 2013, Zhong Nan Fu Rui Mechanical Electronics Co., Ltd returned $ 101,185 to the Company. At October 30, 2013, total of $ 1,407 accrued interest receivable was received. As of December 31, 2013, there’s zero accrued interest receivable.

Account Receivable

As of December 31, 2013, the company had a total of $ 2,281,441 account receivable from it major customers. Detail showed as below.

	12/31/2013
Chuzhou FuDa	$	1,404,928
Domestic LLC	$	338
Gotene Plast AB	$	10,559
Electrolux Professional Inc	$	4,500
Phillips Diversified Manufacturing, Inc.	$	10,050
Procon Inc	$	680
Electrolux- Australia	$	42,476
Electrolux-Anderson-US	$	300,148
Electrolux-Mexico	$	53,620
Eelectrolux Major Appliance	$	269,885
Eelectrolux Do Brasil	$	47,242
Electrolux - Sweden	$	4,165
Electrolux Italy	$	6,734
Electrolux Hungary	$	38,130
General Electric Company	$	2,094
Electrolux ST.Cloud	$	76,803
Stanco Metal Products Inc	$	9,089
TOTAL	$	2,281,441

F-9

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Security Deposit

The Company started having an office in California State from September 2010, which is located at 24412 S Main ST, STE 105, Carson CA 90745. Flurida Group USA Inc made $ 6,264 security deposit for leasing the property.

Account Payable

The Company incurred accounts payable including professional fees, purchases, payroll and payroll tax liability, and other service fee payables.

As of December 31, 2013, the company had a total of $ 2,853,312 account payable, which was included $ 2,326,317 for Chu Zhou Fu Da, $ 4,366 for Qingdao FuDa, $ 77,905 for Fulu Finance Management Limited, $ 234,104 for US suppliers, $ 156,796 for salary and payroll tax payable, and $ 53,823 for all other account payable.

Loans from Bank

The Company entered into a promissory note secured renewal loan agreement in the principal amount of $ 4,000,000 with East West Bank located in El Monte, CA. And the maturity date of the Note is from July 10, 2012 to July 10, 2014 with 4% annual interest rate. Flurida Group will pay the loan in accordance with the following payment schedule:

·	Up to $ 2,000,000 for issuance of Sight Letters of Credit with expiration date not to exceed 90 days from date of issuance

·	Up to $ 2,000,000 for issuance of Standby Letters of Credit with expiration date not to exceed one year from date of issuance

·	Up to $ 4,000,000 for Clean Advance of up to 365 days

Interest accrued on amounts advanced shall be due and payable on the 25th day of each month commending with the first month after the date of advance. The outstanding principal balance of this note together with all accrued and unpaid interest and all other amount due hereunder, shall be due and payable on July 10, 2014.

As of December 31, 2013, the Company has outstanding loan balance of $ 1,900,000 from East West Bank.

F-10

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Tax Payable

For the period of January 1 to December 31, 2013 and 2012, the Company incurred income tax expense of $ 259,014 and $ 109,891 respectively. As of December 31, 2013, the income taxes payable of the Company was $ 134,710.

Basics and Diluted Net Loss Per Common Share

Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share assume that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

The Company only issued one type of shares, i.e., common shares only. There are no other types securities were issued. Accordingly, the diluted and basics net loss per common share are the same.

Inventory

The inventory was valued at cost of purchase from suppliers.

F-11

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventory (Continued)

On June, 2008, Flurida Group, Inc signed consigned inventory agreements with Electrolux Home Products De Mexico, S.A. DEC.V., and Electrolux Home Products at Anderson, South Carolina (Electrolux), under the term of the agreements, the supplier, Flurida Group, Inc, agreed to produce, to maintain the transit the customized products per Electrolux’s specification. Electrolux maintain a storage location within Electrolux’s Juarez site for consigned inventory. And Flurida Group, Inc is facilitated to use of Electrolux’s storage location at such site to the sale of products to Electrolux; Electrolux will provide labor resources for receipt, stock up, and pulls of consigned products. Flurida Group, Inc., retains title and ownership of products while in transit to Electrolux’s site and while stored in the consigned inventory location. Title and ownership will pass to Electrolux when they withdraw products from the consigned inventory location. Upon withdrawal, Electrolux will pay for it under the payment term stated in the purchasing order correspond with the withdraw products. Products residing in the consigned inventory for 90 days with no activity due to non communicated demand change will no longer qualify for consignment, and will be considered as withdrawn product after 90 days. Accordingly, title passage and invoicing shall occur on such product per the term.

On July, 2012, Flurida Group, Inc signed deposit inventory agreements with Electrolux Italia S.p.A., which was effective in January 2013. under the term of the agreements, the supplier, Flurida Group, Inc, agreed to produce, to maintain the transit the customized products per Electrolux’s specification. Electrolux maintain a storage location within Electrolux’s Italia site for consigned inventory. And Flurida Group, Inc is facilitated to use of Electrolux’s storage site located at Treviso, Italy to deposit the products to selling Electrolux; Electrolux will provide labor resources for receipt, stock up, and pulls of consigned products. Flurida Group, Inc., retains title and ownership of products while in transit to Electrolux’s site and while stored in the consigned inventory location. Title and ownership will pass to Electrolux when they withdraw products from the consigned inventory location. Upon withdrawal, Electrolux will pay for it under the 60 days payment term stated in the Frame Agreement. Products residing in the consigned inventory for 30 days with no activity due to non communicated demand change will no longer qualify for consignment, and will be considered as withdrawn product after 30 days. Accordingly, title passage and invoicing shall occur on such product per the term.

On June 25, 2013, Flurida Group, Inc signed consignment inventory agreements with Electrolux Hungary S.p.A., which was effective in September 2013. under the term of the agreements, the supplier, Flurida Group, Inc, agreed to produce, to maintain the transit the customized products per Electrolux’s specification. Electrolux maintain a storage location within Electrolux’s Hungary site for consigned inventory. Electrolux is responsible, at its own cost, for the suitable storage and administration of the consignment stock. Flurida Group, Inc., retains title and ownership of products while in transit to Electrolux’s site and while stored in the consigned inventory location. Title and ownership will pass to Electrolux when they withdraw products from the consigned inventory location.

F-12

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventory (Continued)

Products not drawn from the consignment stock within 30 days of delivery shall be deemed to be withdrawn on the 31st day after delivery to the warehouse. Accordingly, title passage and invoicing shall occur on such product per the term.

On July, 2013, Flurida Group, Inc. entered into a managed inventory program agreement with Electrolux Australia, which was effective in September 2013. Under the term of the agreements, the supplier, Flurida Group, Inc, agreed to produce, to maintainand transit the customized products per Electrolux’s specification. Electrolux has appointed a third party to manage its warehousing (“Distribution Centre”) who will maintain and operate the inventories. Flurida Group, Inc., retains title and ownership of products while in transit and while stored in Distribution Centre. Title and ownership will pass to Electrolux when they withdraw products from the Distribution Centre. Upon withdrawal, Electrolux will pay for it under the 90 days payment term stated in the Purchase Agreement.

As of December 31, 2013, there were 36,006 icemakers and 54,432 pieces motor in Electrolux Juarez warehouse as of consignment inventory. Also, there were 296,064 pieces motors, and 21,507 icemakers in Electrolux Anderson warehouse as of consignment inventory. There were 19,872 pieces Dac Boxes and 10,976 pieces Deflector in Electrolux Italy warehouse as of consignment inventory. There were 24,048 pieces Dac Boxes, 3,520 pieces motors, and 7,548 Deflector in Electrolux Hungary warehouse as of consignment inventory. And, there were 918 frames Assembly, and 1,762 Dispenser Assembly in Electrolux Austria warehouse as of consignment inventory.

The company have 52,800 Icemakers and 60,480 motors been shipped out at FOB shipping point Nanjing, China to Electrolux Juarez warehouse. The company also had 341,280 pieces Motor and 23,520 pieces icemakers been shipped out at FOB shipping point Nanjing, China to Electrolux Anderson warehouse. The company also had 17,920 pieces Motor, 23,904 pieces Dac boxes, and 17,856 pieces deflectors been shipped out at FOB shipping point Nanjing, China to Electrolux Hungary warehouse. The company also had 8,640 pieces Dac boxes, and 10,481 pieces deflectors been shipped out at FOB shipping point Nanjing, China to Electrolux Italy warehouse. The company also had 5,996 pieces frame assembly and 1,624 pieces dispenser assembly been shipped out at FOB shipping point Nanjing, China to Electrolux Austria warehouse. Those purchases haven’t considered as a sale or a consignment inventory at the period ended December 31, 2013. However, it’s the in transit inventories of Flurida Group, Inc.

F-13

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventory (Continued)

As a result, as of December 31, 2013, the company had total inventory at a value $3,818,484.

Revenues Recognition

Revenues include sales of appliance parts in Asia, Europe, and North America.

Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.

For the fiscal year ended December 31, 2013, the Company had total net revenue of $ 25,259,161.

F-14

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenues Recognition (Continued)

The Company sold Motors and other parts to Electrolux – Do Brasil for $490,631. The motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The company sold stoves to The Paradigm Project for $ 311,531. The stoves were manufactured and supplied by Zhong Nan Fu Rui, and were shipped out at FOB shipping point at Qingdao, China.

F-15

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenues Recognition (Continued)

The company provided service to Electrolux Professional Inc for $ 21,860 in the period of January 1 to December 31, 2013.

In the period of January 1, 2013 to December 31, 2013, the Company sold parts or provided services to America Corporation for a total of $ 56,064.

Comprehensive Income

The company’s comprehensive income is comprised of net income, unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging.

F-16

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating Expense

Operating Expenses includes research and development expense, all selling, general and administrative expenses, and depreciation expenses for Flurida Group Inc. For the fiscal year ended December 31, 2013 and 2012, the Company had total operating expenses of $ 1,374,460 and $ 1,205,671 respectively, which include the research and development expense of $ 21,993 and $ 17,311, and depreciation expenses of $ 25,924 and $ 20,957, and selling, general and administrative expense of $ 1,326,543 and $ 1,167,403. Detail was showed on Exhibit A.

Payroll Expense

Started from February 2013, Flurida Group stayed the salaries amount of officers Jianfeng Ding, Yaru Huang, and Ying Zhong for $350,000, $84,000, $ 84,000. The Social Security tax and Medicare tax were paid by both employer and employees in USA; employees also withheld portion of Federal and State tax calculate by each individual’s status. All of the tax was submitted to Internal Revenue Service and local government at a semiweekly basis.

The total payroll expenses for the fiscal year ended December 31, 2013 and 2012 were listed as follows:

	Year Ended		Year Ended
	December 31,		December 31,
	2013		2012
Payroll Expense - ER
Federal Unemployment Tax		567.00		546.00
State Unemployment Tax		1,785.95		1,045.08
US Medicare Tax - ER		10,922.69		9,812.09
US Social Security Tax -ER		27,713.53		27,081.33
Payroll Expense - ER - Other		377.42		350.87
Total Payroll Expense - ER		41,366.59		38,835.37
Payroll Expenses - EE
Federal Tax Withholding		170,785.82		123,083.84
State Tax Withholding		56,369.83		42,303.56
US Medicare Tax -EE		12,902.68		9,812.07
US Net Salaries payment - EE		486,119.81		481,160.36
US Social Security Tax - EE		27,713.47		18,345.43
Total Payroll Expenses - EE		753,891.61		674,705.26

Total Payroll Expenses		795,258.20		713,540.63

F-17

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development Expense

The primary function of a research and development center of Flurida Group Inc is to discovering and creating new knowledge about scientific and technological topics in order to developing valuable products, processes, and services. The Company has developed new products such as icemaker and high efficiency motor for new and ongoing projects. Research and development center also are developing LED solar house number and snap fit EZY stove.

The Company had total research and development expense of $ 21,993 and $ 17,311 for fiscal year ended December 31, 2013 and 2012 respectively.

Professional Fee

Professional fees are consist of accounting and auditing fee, legal fee, commission and consulting expenses, SEC filing fee, and other professional expenses. The total professional fees were $ 147,803 and $ 125,781 for the fiscal year ended December 31, 2013 and 2012 respectively.

	Year Ended		Year Ended
	December 31,		December 31,
	2013		2012
Professional Fees
Accounting and Auditing Service		35,500.00		36,250.00
Auditing Factory		6,905.00		8,685.00
Commission and Consulting Fee		87,040.26		39,041.37
Edgar SEC Filing Fee		4,717.00		3,276.00
Legal Fee		11,250.00		37,119.00
Transfer Agent Service		1,005.00		1,410.00
Professional Fees - Other		1,386.00		-
Total Professional Fees		147,803.26		125,781.37

F-18

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Tax

Income taxes are provided for tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the bases of assets and liabilities for financial statement and income tax purposes. The differences in asset and liability bases relate primarily to organization and start-up costs (use of different methods and periods to calculate deduction). Deferred taxes are also recognized for operating losses and tax credits that are available to offset future income taxes. The deferred tax assets and/or liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The components of the deferred tax asset and liability are classified as current and concurrent based on their characteristics. Valuation allowances are provided for deferred tax assets based on management’s projection of the sufficiency of future taxable income to realize the assets.

Recent Accounting Pronouncements

Business Combinations —The new guidance on business combinations retains the underlying concepts of the previously issued standard in that the acquirer of a business is required to account for the business combination at fair value. As with previous guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair values are recorded as goodwill. The new pronouncement results in some changes to the method of applying the acquisition method of accounting for business combinations in a number of significant aspects. Under the new guidance, all acquisition costs are expensed as incurred and in-process research and development costs are recorded at fair value as an indefinite-lived intangible asset. Prior to the adoption, in-process research and development costs were immediately expensed and acquisition costs were capitalized. Further, the new guidance generally requires restructuring charges associated with a business combination to be expensed subsequent to the acquisition date.

Fair Value Measurements and Disclosures — The pronouncements define fair value, establish guidelines for measuring fair value, and expand disclosures regarding fair value measurements.

F-19

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

Derivative Instruments and Hedging Activities — The pronouncement requires additional disclosures about the objectives of derivative instruments and hedging activities, the method of accounting for such instruments, and a tabular disclosure of the effects of such instruments and related hedged items on Financial Statements. The pronouncement does not change the accounting treatment for derivative instruments.

Variable Interest Entities and Transfers of Financial Assets and Extinguishments of Liabilities — The pronouncement on transfers of financial assets and extinguishments of liabilities removes the concept of a qualifying special-purpose entity and removes the exception from applying variable interest entity accounting to qualifying special-purpose entities. The new guidance on variable interest entities requires an entity to perform an ongoing analysis to determine whether the entity’s variable interest or interests give it a controlling financial interest in a variable interest entity. The pronouncements are effective for fiscal years beginning after November 15, 2009.

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements

NOTE C – RELATED PARTY TRANSACTIONS

Common Shares Issued to Executive and Non-Executive Officers and Directors

As of December 31, 2013, total 29,162,760 shares were issued to officers and directors. Please see the table below for details:

Name	Total Shares		Total Amount		Percentage
Fenglan Li		165,000		15,750		0.42	%
Ying Zhong		2,000,000		200,000		5.09	%
Jianfeng Ding & Yaru Huang		26,997,760		325,998		68.72	%
Total		29,162,760	$	541,748		74.23	%

· Based on total outstanding issued shares as of December 31, 2013: 39,290,827.

F-20

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS (Continued)

Cost of Goods Sold

The Company’s purchase is primarily from supplier, Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhouFuDa”), which is related and managed by shareholder and director Jianfeng Ding.

At the period ended December 31, 2012, the Company had ending inventory $ 2,278,467 that was majority purchased from ChuZhou FuDa.

The Company purchased Icemakers, motors, and parts from ChuZhou FuDa at total cost of $ 21,129,471 for FOB shipping point at Nanjing, China.

F-21

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS (Continued)

Cost of Goods Sold (Continued)

For the fiscal year ended December 31, 2013, the Company had total purchase of $ 24,798,863.

At the periods ended December 31, 2013, the company had total ending inventory at a value $3,818,684.

For the period of January 1 to December 31, 2013, the company had freight cost and other related cost of $ 11,852.

Therefore, in the fiscal year ended December 31, 2013, the Company incurred a total cost of goods sold of $ 23,270,498.

NOTE D – SHAREHOLDERS’ EQUITY

During the year ended December 31, 2008, Flurida Group, Inc has issued total 11,699,067 new shares on April 15, 2008, including 11,649,067 shares issued to loan holders who converted all the loans to common shares. At the year ended December 31, 2008, Flurida Group, Inc. incurred net loss of $ (194,079).

Therefore, the total stockholders’ equity balance at December 31, 2008 was $ 1,075,377.

On April 15, 2008, 50,000 shares issued to Williams Law Group at $ 0.10, for the legal service value of $5,000. On April 1, 2008, seven non-affiliated loan holders asked for repayment of their loans in the aggregate amount of $ 25,066 plus the total interest cost of $624.72, which was paid on the same date, April 1, 2008; meantime, seven additional lenders loaned an aggregate amount of $ 9,926.

On April 15, 2008, total loan amount of $1,164,906 was converted to common shares at price of $0.10 per share, for the total shares of 11,649,067 shares, which were issued to the loans holders.

There were no new shares issued during the period ending December 31, 2009, 2010, and 2011.

F-22

FLURIDA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE D – SHAREHOLDERS’ EQUITY (Continued)

On November 1, 2012, 300,000 shares were issued to Williams Law Group at $ 0.10, for the legal service value of $30,000.

There were no new shares issued during the period of January to December 2013.

Therefore, as of December 31, 2013 total shares issued and outstanding are 39,290,827.

NOTE E – SUBSEQUENT EVENT

In January, 2014, in accordance with the laws of the People’s Republic of China (“PRC”) on Joint Ventures Using Chinese and Foreign Investment (the “Joint Venture Law”) and other relevant laws and regulations of PRC, Procon China, LLC, a Nevada limited liability company, and Flurida Group Inc., a Nevada corporation, entered into a Joint Venture Contract (referred to herein as this “Agreement”), for a Chinese Foreign Joint Venture (the “Joint Venture”) in the City of Chuzhou, Anhi Province of PRC. The name of the Joint Venture is Flurida-Procon Communications Technology Co., Ltd. The business of the Joint Venture is the development and manufacture of global positioning system (“GPS”) tracking devices and providing real-time vehicle tracking and data management services for insurance companies, banks, logistics companies and government agencies.

NOTE F – GOING CONCERN

The Company’s significant customers are Electrolux and its subsidiaries located in various countries. Because of the concentration of the customers and Company’s heavily reliance on the Electrolux and its subsidiaries, the Company’s customer concentration may raise doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.

However, in the quarter ended December 31, 2013, the Company generated significant sales revenue of $ 25,259,161. Electrolux and its subsidiaries are operated independently in various countries, the management assess that it is unlikely if Electrolux and its subsidiary discontinue the purchase in near future due to the Company secured a purchase order in next three years with Electrolux and its subsidiaries. In addition, the going concern may be mitigated due to the close relationship between the Company and it’s suppliers. The Company’s purchase is primarily from supplier, Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhouFuDa”), which is closely related and directly managed by shareholder and director Jianfeng Ding. Besides, as of December 31, 2013, the cash and cash equivalent balance was $ 1,116,298 , the management believes that the revenues will be generated and its cash flows will be maintained to cover its operational costs and the risk of going concern is significantly low or none.

F-23

Exhibit A

	Year Ended		Year Ended
	December 31,		December 31,
	2013		2012
Administration Expense		1,484		1,681
Bank Service Charges		75,264		58,182
Business Registration		817		904
Certification Fee		35,985		66,654
Computer and Internet Expenses		511		1,317
Credit card Finance Charge		-		218
Depreciation and amortization expenses		25,924		20,957
Fuel charge		3,523		3,049
Gift and Promotion		6,949		9,504
Insurance Expense		1,007		945
Meals and Entertainment		34,038		19,822
Office Supplies		8,849		8,262
Parking fee		797		864
Payroll Expense - ER		41,367		38,835
Payroll Expenses - EE		753,892		674,705
Penalty & Fine Expenses		587		-
Postage & Shipping		7,506		8,154
Professional Fees		147,803		125,781
Rent Expense		53,313		52,687
Repairs and Maintenance		4,124		3,118
Research and development Expense		21,993		17,311
Service Cost		2,225		340
Telephone Expense		12,155		9,891
Travel Expense
air agent fee		215		2,008
Airfare		69,573		42,425
Car Rental		10,617		5,687
Hotel Expense		47,907		29,377
Local Transportation		2,994		590
Travel Expense - Other		615		-
Total Travel Expense		131,922		80,087
Utilities		2,426		2,401
Total Expense	$	1,374,460	$	1,205,671

F-24

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosures

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2013. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2013, the Company’s disclosure controls and procedures were not effective. This conclusion by the Company’s Chief Executive Officer and Chief Financial Officer does not relate to reporting periods after December 31, 2013.

Management’s Report on Internal Control Over Financial Reporting

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2013 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial situation, we will be implementing further internal controls as we become operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on its evaluation as of December 31, 2013, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2013. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the following:

1. Accounting and Finance Personnel Weaknesses – Our current accounting staff is relatively small and we do not have the required infrastructure of meeting the higher demands of being a U.S. public company. This material weakness also relates to a lack of personnel with expertise in preparing financial statements in accordance with U.S. GAAP, in addition to the small size of the staff.

2. Lack of Internal Audit Function – We lack sufficient resources to perform the internal audit function.

In order to mitigate these material weaknesses to the fullest extent possible, all work of the CFO is reviewed by the CEO. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it will be immediately implemented. The Company continues to study the implementation of additional internal controls over accounting and financial reporting.

This annual report does not include an attestation report of the Company s registered public accounting firm regarding internal control over financial reporting. Management s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 2013, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act

Directors and Officers

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows:

Name	Age	Position
Jianfeng Ding	57	Chairman of the Board, President, and CEO
Yaru Huang	46	Chief Financial Officer and Chief Accounting Officer
Ying Zhong	42	Chief Representative, Director

Ding, Jianfeng. Jianfeng Ding joined us in December 19, 2006 Chairman of Board of Directors, Chief Executive Officer. From September 1998 to December 2006, he was President of Flurida Industries (Hong Kong) Co., Ltd., a Hong Kong corporation doing business of distribution of appliance parts. In 1981, he graduated from Hang Zhou Electronic Technical University majoring in mechanical engineering. From 1985-1989, he studied at Xi’an Electronic Science University on Application of Computer Science. As a member of the board, Mr. Ding contributes his knowledge of the company and a deep understanding of all aspects of our business, products and markets, as well substantial experience developing corporate strategy, assessing emerging industry trends, and business operations.

Huang, Yaru. Yaru Huang joined us in December 19, 2006 as Chief Financial Officer and Chief Accounting Officer. From September 1998 to December 2006, she was vice-president of Flurida Industries (Hong Kong) Co., Ltd., a Hong Kong corporation doing business of distribution of appliance parts. In June 2002, she received a Master of Business Administration Degree at Keller Graduate School of Management, from DeVry University. In September 1990, she received a degree of Bachelor of Science from Lanzhou Enginerring Institute of Survey and Design, Railway Ministry in Lanzhou. As a member of the board, Ms. Huang contributes his financial expertise based on his significant industry and financial experience.

Ying Zhong joined us as director and Vice President in Oct/2007. From Jan/2004 to Sep/2007, she was Vice President, New Business Development of Flurida Industries (Hong Kong) Ltd., which manufactures and distributes household appliance components. From Feb/2003 to Dec/2003, she was Manager, Chicago Office of Flurida Industries (Hong Kong) Ltd., which manufactures and distributes household appliance components. From Sep/1995 to Aug/2001, she was Operational Assistant Manager of Young’s Engineering Shanghai Office, which provides Mechanical and Electrical Engineering service to construction industry. In Sep/2001, she received a Master Degree of Business Administration from University of Illinois at Chicago. In July/1993, she received a Bachelor Degree of Law from Hua Qiao University. As a member of the board, Ms. Zhong contributes significant industry-specific experience and expertise on our products and services.

Family Relationships

Jianfeng Ding and Yaru Huang are husband and wife.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

●

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,

●

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),

●

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,

●

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

●

Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.

●

Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.

●

Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Code of Ethics

We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. Our directors and executive officers have filed such reports as required.

Item 11. Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our two most highly compensated executive officers other than our PEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us or our subsidiary for the latest two fiscal years ended December 31, 2013, and December 31, 2012.

Executive Compensation

Name	Title	Year	Salary		Bonus		Stock awards	Option awards	Non equity incentive plan compensation	Non qualified deferred compensation and all other compensation	Total compensation

Jianfeng Ding	Chairman CEO	2013		350,000		70,000						420,000
		2012		350,000								350,000

Yaru Huang	CFO	2013		83,667		15,000						98,667
		2012		80,000								80,000

Ying Zhong	Director	2013		83,667		15,000						98,667
		2012		80,000								80,000

Compensation Agreements

We have the following oral compensation agreements:

Mr. Jianfeng Ding, Chairman, CEO, and President:

Main responsibilities of the position are as follows:

Board Administration and Support — Supports operations and administration of Board by advising and informing Board members, interfacing between Board and staff, and supporting Board's evaluation of chief executive.

Program, Product and Service Delivery — Oversees design, marketing, promotion, delivery and quality of programs, products and services

Financial, Tax, Risk and Facilities Management — Recommends investment activities, issue quarterly and annual reports for Board approval and prudently manages organization's resources within those guidelines according to current laws and regulations

Human Resource Management — Effectively manages the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations

Community and Public Relations — Assures the organization and its mission, programs, products and services are consistently presented in strong, positive image to relevant shareholders.

Raising capitals – Oversees capital raising planning and implementation, including identifying resource requirements, establishing strategies to approach investors, submitting proposals and administrating capital raise records and documentation.

Employment period is three years from December 2006 to December 2009. Annual salary will be $150,000 starting to pay at January, 2009. The salaries accrued from December 2006 and December 2008 will be waived by Jianfeng Ding. Accordingly, there is no salary payment for Jianfeng Ding in 2006, 2007, and 2008, respectively. The employment was renewed in January 2010 for another three years with annual salary of $200,000 in 2010 and 2011, 2012. Also employment was renewed in January 2013 for another three years with annual salary of 350,000 in 2013.

Ms. Yaru Huang, CFO

Main responsibilities of the position are as follows:

1. Oversee the corporate finance in accordance with the General Accepted Accounting Principles of the United States, General Principles of Corporate Finance, and Financial Management System developed by the company.

2. Implement the directives of the CEO and the Board of Directors in the following financial areas: allocation of all the corporate capital and management of the company’s capital or other investments.

3. Develop corporate financial plan, control auditing analysis, raise capitals legally, make use of the corporate assets effectively, and make every efforts to increase the corporate economic benefits.

4. Supervise and manage the finances of the subsidiaries of the company. Employment period is three years from December 2006 to December 2009. Annual salary will be $60,000 starting to pay at January, 2009.

The salaries accrued from December 2006 to December 2008 will be waived by Yaru Huang. Accordingly, there is no salary payment for Yaru Huang in 2006, 2007, and 2008, respectively.

Employment period was three years from December 2006 to December 2009. Annual salary will be $60,000 starting to pay at January, 2009. The employment was renewed in January 2010 for another three years with annual salary of $70,000 in 2010, $80,000 in 2011 and 2012. Also the employment was renewed in January 2013 for another three years with annual salary of 83,667 in 2013.

Ying Zhong, Vice President, Business Development

Main responsibility of the position are as follows:

1.	Assist CEO to develop new products and new businesses in different markets
2.	Handle detail operation of the existing businesses with clients in US, Europe, Australia, South America, which include order process, customer service, etc.

3.	Manage and assist agents in Europe, Mexico and China to develop and maintain the businesses in these markets.

Employment period was three years from October 2007 to October 2009. Annual salary will be $60,000 starting to pay at April 2009. The salaries accrued from October 2007 to December 2008 will be waived by Ying Zhong. Accordingly, there is no salary payment for Ying Zhong in 2007, and 2008, respectively. The employment was renewed in January 2010 for another three years with annual salary of $70,000 in 2010 and $80,000 in 2011, and 2012. Also the employment was renewed in January 2013 for another three years with annual salary 83,667 in 2013.

Compensation Committee Interlocks and Insider Participation

We have no compensation committee (or other board committee performing equivalent functions). The board of directors will make decisions for the compensation of executive officers. Currently, there are three directors: Jianfeng Ding, Yaru Huang, Ying Zhong are also executive officers and shareholders with more than 5% of issued common stocks. During the last completed fiscal year, there are no other individuals participated in deliberations of the registrant’s board of directors concerning executive officer compensation.

Outstanding Equity Awards At Fiscal Year-End

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END December 31, 2013

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Jianfeng Ding		0		0		0		0		0		0		0		0		0

Yaru Huang		0		0		0		0		0		0		0		0		0

Ying Zhong		0		0		0		0		0		0		0		0		0

No option awards, unexercised options, unvested stock awards or equity incentive plan awards were granted to our named executive officers during fiscal year ended at December 31, 2013.

Director Compensation

The following table summarizes the compensation paid to Flurida Group’ directors for the fiscal year ended December 31, 2013:

Name	Fees Earned or Paid in Cash		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)

Jianfeng Ding		0		0		0		0		0		0
Yaru Huang		0		0		0		0		0		0
Ying Zhong		0		0		0		0		0		0

No director was paid in any form of compensation for acting as a Director as of December 31, 2013. See Executive Compensation table above for salaries paid to these Directors for their role as officers.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders is 22 W. Washington St., Suite 1500 Chicago, IL 60602.

Name	Number of Shares of Common stock		Percentage

Jianfeng Ding [1]		13,498,880		34.36	%
Yaru Huang [1]		13,498,880		34.36	%
Ying Zhong		2,000,000		5.09	%
All executive officers and directors as a group [3 persons]		29,277,760		74.52	%

[1] Owned 13,498,880 shares in the name of Jianfeng Ding and 13,498,880 shares in the name of Yaru Huang, husband and wife.

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 39,290,827 shares of common stock outstanding as of December 31, 2013.

Securities authorized for issuance under equity compensation plans

5,000,000 shares of Common Stock.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Common Shares Issued to Executive and Non-Executive Officers and Directors

As of December 31, 2013, total 29,162,760 shares were issued to officers and directors. Please see the table below for details:

Name	Total Shares		Total Amount		Percentage
Fenglan Li		165,000		15,750		0.42	%
Ying Zhong		2,000,000		200,000		5.09	%
Jianfeng Ding & Yaru Huang		26,997,760		325,998		68.72	%
Total		29,162,760	$	541,748		74.23	%

· Based on total outstanding issued shares as of December 31, 2013: 39,290,827.

Cost of Goods Sold

The Company’s purchase is primarily from supplier, Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhouFuDa”), which is related and managed by shareholder and director Jianfeng Ding.

At the period ended December 31, 2012, the Company had ending inventory $ 2,278,467 that was majority purchased from ChuZhou FuDa.

The Company purchased Icemakers, motors, and parts from ChuZhou FuDa at total cost of $ 21,129,471 for FOB shipping point at Nanjing, China.

For the fiscal year ended December 31, 2013, the Company had total purchase of $ 24,798,863.

At the periods ended December 31, 2013, the company had total ending inventory at a value $3,818,684.

For the period of January 1 to December 31, 2013, the company had freight cost and other related cost of $ 11,852.

Therefore, in the fiscal year ended December 31, 2013, the Company incurred a total cost of goods sold of $ 23,258,647.

Director Independence

Our board of directors has determined that we do not have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Item 14. Principal Accountant Fees and Services

Enterprise CPA was our independent auditors for the fiscal years ended December 31, 2012 and 2013.

The following table shows the fees paid or accrued by us for the audit and other services provided by our auditor for fiscal 2012 and 2013.

	2012		2013

Audit Fees	$	27,500	$	31,625
Audit-Related Fees
Tax Fees
All Other Fees
Total	$	27,500	$	31,625

As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”

Under applicable SEC rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditors in order to ensure that they do not impair the auditors’ independence. The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent auditors. Until such time as we have an Audit Committee in place, the Board of Directors will pre-approve the audit and non-audit services performed by the independent auditors.

Consistent with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent auditors to us or any of our subsidiaries. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting.

Item 15. Exhibits

Exhibit No.		Document Description

31.1		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

31.2		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

32.1 *		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

32.2 *		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

Exhibit 101		Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**

101.INS		XBRL Instance Document**

101.SCH		XBRL Taxonomy Extension Schema Document**

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB		XBRL Taxonomy Extension Label Linkbase Document**

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

____________________

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

** XBRL (Extensible Business Reporting Language) information is furnished and not 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, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	Flurida Group, Inc., a Nevada corporation

March 27, 2014	By:	/s/ Jianfeng Ding
		Jianfeng Ding
		Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

SIGNATURE	NAME	TITLE	DATE

/s/ Jianfeng Ding	Jianfeng Ding	Principal Executive Officer and Director	March 27, 2014

/s/ Yaru Hang	Yaru Hang	Principal Financial Officer and Principal Accounting Officer	March 27, 2014

/s/ Ying Zhong	Ying Zhong	Director	March 27, 2014

EXHIBIT INDEX

Exhibit No.		Document Description

31.1		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

31.2		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

32.1 *		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

32.2 *		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

Exhibit 101		Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**

101.INS		XBRL Instance Document**

101.SCH		XBRL Taxonomy Extension Schema Document**

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB		XBRL Taxonomy Extension Label Linkbase Document**

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

______________

Attached files

FLURIDA GROUP INC Reports

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