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EX-31.1 - CERTIFICATION - FLURIDA GROUP INCflug_ex311.htm
EX-32.1 - CERTIFICATION - FLURIDA GROUP INCflug_ex321.htm
EX-31.2 - CERTIFICATION - FLURIDA GROUP INCflug_ex312.htm
EX-32.2 - CERTIFICATION - FLURIDA GROUP INCflug_ex322.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, 2015

 

OR

 

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.

 

11220 Rojas Suite C-3

El Paso Texas

79935

(Address of principal executive offices)

(Zip Code)

 

Issuer's telephone number: 800 433 9938

 

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, 2015) was approximately $2,703,510 (based on 10,013,067 shares of common stock outstanding held by non-affiliates on such date and $0.27 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, 2015 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, 2015.

 

 


TABLE OF CONTENTS

  

PART I

Item 1. 

Description of Business

4

Item 2. 

Description of Property

8

Item 3. 

Legal Proceedings

8

Item 4. 

Mine Safety Disclosures

8

Item 5. 

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

9

Item 6.

Selected Consolidated Financial Data

10

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

10

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

17

Item 8. 

Financial Statements

18

Item 9. 

Changes In and Disagreements With Accountants on Accounting and Financial Disclosures

19

Item 9A.

Controls and Procedures

19

Item 9B.

Other Information

20

Item 10.

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

21

Item 11.

Executive Compensation

23

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

26

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

27

Item 14.

Principal Accountant Fees and Services

28

Item 15.

Exhibits

29

  
 
2
 

 


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.

 

 
3
 

 

PART I

 

Item 1. Business

 

Organization

 

Flurida Group, Inc. is a Nevada corporation formed on December 19, 2006, with registered address at 1955 Baring Blvd, Sparks, NV 89434. Flurida Group, Inc. transacts its business in the U.S. as Flurida Group USA, Inc. located at 11220 Rojas Suite C-3 EI Paso Texas 79935. Our Telephone number is 800 433 9938.

 

Flurida Group leases a warehouse and research center at 24412 S Main Street, Carson, CA 90745. Flurida Group also has customer service center located at Naperville IL.

 

Flurida Group formed a U.S. manufacturing subsidiary, Flurida Appliance, Inc, a Nevada corporation, in December 2015, and has its operating office located at 11220 Rojas Suite C-3 EI Paso Texas 79935.

 

Business

 

The Company's main business includes sourcing, distribution and marketing of appliance components and assemblies in Asia, Europe, Australia, North and South America. Those products include icemakers; motors; ice and water dispensing systems; high efficiency motors; crushed motors; control modules and established ourselves as a viable supplier of complex cables and harness for the appliance industry. In 2015 we successfully launched a commercial vegetable dryer and launched our own brand of finished products called the ice water dispenser system. The product launch sites took place in two locations: Los Angeles CA and El Paso TX. Our goal for 2016 is to complete the design and launch a new condenser motor; a twist flex icemaker; oven circulation fan and wire harnesses for ovens. Our focus is to provide our customers with innovative products and solutions thus securing our position as a valued supplier.

 

These products are manufactured in China by Chuzhou Fuda Mechanical & Electronics Co., Ltd ("ChuZhou Fuda"). 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 530,000 sq. ft. with 62 molding machine up to 800 metric ton and 30 assembly lines for appliance components and assemblies.

 

We sell the following main types of appliance parts and finished products:

 

 

·

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 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 headquarters in Charlotte, NC. Flurida also supplies the motors and motor assemblies to Electrolux Europe facilities in Italy and Hungary.

 

 

·

High-efficiency motor: The high-efficiency motor runs at 1/3 the wattage of a shaded pole motor thus making a more energy efficient product assisting our customers in meeting the US energy consumption standards for appliances.

 

 
4
 

 

 

·

Module: Module is a dispensing module for refrigerator. It is a complete automatic ice making and dispensing system that can dispense cubed ice, crushed ice and water. Module is located in the door of a refrigerator; when press the water or ice paddles, the seal will open to dispensing water or ice cubes.

 

 

 

 

·

Ice Crush motor: Ice crush motor is the gear box motor to drive the auger and push the ice in the bucket to blades for ice crush purpose. The product is used for automatic ice crushing on built-in Ice Water Dispensing systems.

 

 

·

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.

 

 

 

 

·

Electronic icemaker and automatic icemaker: Both started the mass production in 2015.

 

 

·

Commercial Vegetable dryer: Targeting the restaurant and hospitality industries, we started mass production of this product in the end of 2015.

 

 

·

Ice and Water Dispensers:Flurida Group awarded to its new, wholly-owned subsidiary Flurida Appliance, Inc. the right to sell Flurida Group designed appliances called Ice and Water Dispensers manufactured in China by Chuzhou Fuda Mechanical & Electronics Co., Ltd., which is related and managed by President, Control Shareholder and Director Jianfeng Ding. Flurida Appliances has the right to sell these products throughout the whole world except China. The first shipment already arrived Flurida California and Texas locations. Flurida Appliance started to sell at U.S market, then at some undetermined date in the future possibly in Canada, South American, then Europe.

 

We discontinued the joint venture called Flurida Procon Communications Technology Co., Ltd as we were unable to develop a strategy to move forward together with the proposed business.

 

For the fiscal year ended December 31, 2015, the Company had total net revenue of $64,575,450. For the fiscal year ended December 31, 2014, the Company had total net revenue of $ $43,056,292.

 

Our Supplier

 

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.

 

ChuZhou Fuda 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 530,000 sq.ft with 62 molding machine up to 800 metric ton and 30 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.

 

 
5
 

 

Flurida Group also purchased a few 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 Australia, Haier America Research and Development Co, and GE. We also sold products to our suppliers Chu Zhou Fu Da.

 

Markets

 

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

 

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 some smaller Chinese manufactures.

 

 
6
 

 

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)

We closely follow the world of largest appliance manufacture's requests.

 

 

 

(4)

Our products are cost effective, but with highest quality control standard, all passed the ISO 9000 and UL; VDE certification.

 

Research and Development

 

We have incurred research and development expenses in the 2015 for the total of $ 279,769.

 

Our Intellectual Property

 

We have no intellectual property.

 

Our Employees

 

We have the following number of full time employees:

 

Clerical

0

Operations

1

Administrative

2

Management

3

Engineers

-

2

Sales

3

 

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, yearly 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

 

 
7
 

 

Item 2. Description of Property

 

Flurida Group USA, Inc.

 

Flurida Group USA, Research and Development Center and Warehouse Location

 

·

Address: 24412 S Main ST, Carson, CA 90745

 

 

 

·

Name of Land Lord: Suf Management Inc

 

·

Term of Lease: September 1, 2015 to August 31, 2017

 

 

 

·

Monthly Rent: $4600

 

·

Square Feet: Approximately 5,168 square feet

 

 

 

·

Adequate for current needs: Yes

 

Flurida Group USA and Flurida Appliances Inc. Operating Office and Warehouse Location

 

·

Address: 11220 Rojas Suite C-3 El Paso Texas 79935

 

 

 

·

Name of Land Lord: Francis Properties, Ltd

 

·

Term of Lease: December 2, 2015 to November 30, 2016

 

 

 

·

Monthly Rent: $1,750 Square Feet: Approximately 2400 square feet

 

·

Adequate for current needs: Yes

 

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

 

 
8
 

 

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 Year Ended

 

High Bid

 

 

Low Bid

 

December 31, 2015

 

$0.50

 

 

$0.50

 

September 30, 2015

 

$0.27

 

 

$0.27

 

June 30, 2015

 

$0.27

 

 

$0.27

 

March 31, 2015

 

$0.23

 

 

$0.23

 

December 31, 2014

 

$.20

 

 

$.18

 

December 31, 2014

 

$.20

 

 

$.15

 

June 30, 2014

 

$.20

 

 

$.15

 

March 31, 2015

 

$.15

 

 

$.10

 

_____________

* The quotations 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.

 

 
9
 

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

At December 31, 2015, 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

$

N/A

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

 

The Company's main business includes sourcing, distribution and marketing of appliance components and assemblies in Asia, Europe, Australia, North and South America. Those products include icemakers; motors; ice and water dispensing systems; high efficiency motors; crushed motors; control modules and established ourselves as a viable supplier of complex cables and harness for the appliance industry. In 2015 we successfully launched a commercial vegetable dryer and launched our own brand of finished products called the ice water dispenser system. The product launch sites took place in two locations: Los Angeles CA and El Paso TX.  Our goal for 2016 is to complete the design and launch a new condenser motor; a twist flex icemaker; oven circulation fan and wire harnesses for ovens.  Our focus is to provide our customers with innovative products and solutions thus securing our position as a valued supplier.

 

These products are manufactured in China by Chuzhou Fuda Mechanical & Electronics Co., Ltd ("ChuZhou Fuda"). 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.

 

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. 

   

 
10
 

 

We sell the following main types of appliance parts and finished products:

 

 

·

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 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 headyear in Charlotte, NC. Flurida also supplies the motors and motor assemblies to Electrolux Europe facilities in Italy and Hungary.

 

 

·

High-efficiency motor: The high-efficiency motor runs at 1/3 the wattage of a shaded pole motor thus making a more energy efficient product assisting our customers in meeting the US energy consumption standards for appliances.

 

 

·

Module: Module is a dispensing module for refrigerator. It is a complete automatic ice making and dispensing system that can dispense cubed ice, crushed ice and water. Module is located in the door of a refrigerator; when press the water or ice paddles, the seal will open to dispensing water or ice cubes.

 

 

 

 

·

Ice Crush motor: Ice crush motor is the gear box motor to drive the auger and push the ice in the bucket to blades for ice crush purpose. The product is used for automatic ice crushing on built-in Ice Water Dispensing systems.

 

 

·

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.

 

 

 

 

·

Electronic icemaker and automatic icemaker: Both started the mass production in 2015.

 

 

·

Commercial Vegetable dryer: Targeting the restaurant and hospitality industries, we started mass production of this product in 2015.

 

 

·

Ice and Water Dispensers:Flurida Group awarded to its new, wholly-owned subsidiary Flurida Appliance, Inc. the right to sell Flurida Group designed appliances called Ice and Water Dispensers manufactured in China by Chuzhou Fuda Mechanical & Electronics Co., Ltd., which is related and managed by President, Control Shareholder and Director Jianfeng Ding. Flurida Appliances has the right to sell these products throughout the whole world except China. The first shipment already arrived Flurida California and Texas locations. Flurida Appliance started to sell at U.S market, then at some undetermined date in the future possibly in Canada, South American, then Europe.

 

 
11
 

 

We discontinued the joint venture called Flurida Procon Communications Technology Co., Ltd as we were unable to develop a strategy to move forward together with the proposed business.

 

For the fiscal year ended December 31, 2015, the Company had total net revenue of $64,575,450. For the fiscal year ended December 31, 2014, the Company had total net revenue of $ $43,056,292.

 

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, 2015 vs. December 31, 2014.

 

Revenue

 

For the fiscal year ended December 31, 2015, the Company had net total revenue of $ 64,575,450 to the Company's Europe, Australia, North and South America customers, and Asia, which was increased 49% more than the fiscal year ended December 31, 2014 total net revenue of $ 43,056,292. This increase was because most of main North America customers sales went up due to improved economic situation worldwide, plus new product sales continued through the year ended December 31, 2015 and are still continuing.

 

For the period January 1 to December 31, 2015, the Company sold icemakers, high efficiency motor, module assembly, wire harness, motors,thermostats, and related refrigerator appliance to North America, which included Electrolux North America, Haier America Research & Development Co, Exact Replacement Parts, and others America corporation, for total sales of $ 56,862,419. The icemakers, assembly, motors, and related parts were manufactured and supplied by Chuzhou FuDaMechanical and Electronics Co., Ltd; all the icemakers, motors, assembly, and related parts were shipped out at FOB shipping point Nanjing, China.

 

For the fiscal year ended December 31, 2015, the Company sold components and appliance parts to Electrolux –Australia for $ 755,627. 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 Motors and other parts to Electrolux – Do Brasil for $ 346,883. The motors were manufactured and supplied by Chuzhou FuDaMechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

 

For the period January 1 to December 31, 2015, the Company sold motors,DAC Boxes, Deflector, and related refrigerator appliance to Europe, which included Electrolux Italy, Electrolux Hungry, Electrolux Sweden, and Gotene Plast AB, for total sales of $ 1,431,149. The DAC Boxes, Deflector, Motors, 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 icemakers and related parts to Asia for $ 179,889. The icemakers and parts were manufactured and supplied by Chu Zhou Fuda;all the icemakers were shipped out at FOB shipping point Nanjing, China.

 

For the period of January 1 to December 31, 2015, the Company sold thermostats and other related key parts for icemakers and motors, and sold dampers to Chuzhou FuDa. Flurida Group purchased some of 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 Chuzhou FuDa. The parts, Rocker Switch, were used for the icemakers .The Company purchased the parts, Rocker Switch, from CW Industries, an US Company located atSouthampton, PA; and also Flurida Group purchased dampers from Nidec Sankyo Corporation, and then sold to Chuzhou FuDa. Flurida Group, Inc. addsaveraged 5% - 10% margin based on the cost of purchase, then sold to them, so, $ 5,375,387 were sold and invoiced to Chuzhou FuDa for the fiscal year ended December 31, 2015.

 

 
12
 

 

In summary, for the period of January 1 to December 31, 2015, the Company incurred the total gross sales of

 

$ 64,951,354. The Company had sales return and allowance and sales discount of $ 375,904, so, a total of $ 64,575,450 net sales were recorded.

 

We are as of yet unable to predict the effect of the current economic situation in China will have upon our business.

   

Cost of Revenue

 

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

 

At the fiscal year ended December 31, 2014, the Company had ending inventory $ 8,167,484 that was majority purchased from Chuzhou FuDa.

 

The Company purchased Icemakers, motors, high efficiency motor, wire harness, dac boxes, deflectors, ice bin, frame assembly, ice maker dispenser, and other related appliance parts from Chuzhou FuDa, meanwhile, Chuzhou FuDa provided tooling and new product testing service to the Company at total cost of $ 41,968,307 for the fiscal year ended December 31, 2015.

 

To manufacture the related refrigerator appliance parts, Chuzhou FuDa needs key parts made in USA, which were purchased through Flurida Group, Inc. in USA. The costs of purchasing the parts were $ 4,854,028 in fiscal year ended December 31, 2015.

 

Qingdao Fuda Electronic Co. sold stove to the Company at a cost of $ 110,967 for the fiscal year ended December 31, 2015.

 

Fulu industries (HK), Ltd provided tooling services and sold module assembly to the Company at a cost of $ 4,641,486 for the fiscal year ended December 31, 2015.

 

For the fiscal year ended December 31, 2015, the Company had total purchase of $ 51,574,788.

 

At the year ended December 31, 2015, the Company had total ending inventory at a value $ 222,195.

 

For the fiscal year ended December 31, 2015, the Company had freight cost and related purchase expense of $ 86,277, and had purchase return and discount of $ 360,261.

 

Therefore, in the fiscal year ended December 31, 2015, the Company incurred a total cost of goods sold of

 

$ 59,246,093which was increased 48% compared to the fiscal year ended December 31, 2014 cost of goods sold of $ 39,946,598. The increase of cost of goods sold was due to the sales increase, increasing 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.

 

 
13
 

 

Expense

 

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

 

 

 

Year Ended

 

 

 

December 31,
2015

 

 

December 31,
2014

 

Operating expenses

 

 

 

 

 

 

Administration Expense

 

 

7,762

 

 

 

1,961

 

Automobile Expense

 

 

5,143

 

 

 

1,320

 

Bad Debt Expense

 

 

320

 

 

 

 

 

Bank Service Charges

 

 

268,852

 

 

 

142,588

 

Business Registration

 

 

1,080

 

 

 

2,725

 

Certification

 

 

93,131

 

 

 

66,476

 

Computer and Internet Expenses

 

 

14,456

 

 

 

1,254

 

Depreciation Expenses

 

 

33,594

 

 

 

32,218

 

Fuel charge

 

 

10,272

 

 

 

10,177

 

Gift and Promotion

 

 

15,918

 

 

 

13,387

 

Industry Show

 

 

16,659

 

 

 

8,650

 

Insurance Expense

 

 

1,052

 

 

 

1,404

 

Meals and Entertainment

 

 

76,019

 

 

 

49,672

 

Office Supplies

 

 

7,386

 

 

 

11,246

 

Parking Fee

 

 

573

 

 

 

1,517

 

Payroll Expense - ER

 

 

42,362

 

 

 

42,602

 

Payroll Expense - EE

 

 

685,709

 

 

 

781,167

 

Penalty & Fine Expenses

 

 

517

 

 

 

62

 

Postage and Shipping

 

 

19,114

 

 

 

6,313

 

Professional Fees

 

 

196,437

 

 

 

161,730

 

Rent Expense

 

 

69,672

 

 

 

54,595

 

Repair and Maintenance

 

 

4,915

 

 

 

17,290

 

Research and Development Expense

 

 

279,769

 

 

 

149,244

 

Service Cost

 

 

46,844

 

 

 

130,627

 

Telephone and Internet Expense

 

 

26,337

 

 

 

11,732

 

Travel Expense

 

 

400,254

 

 

 

233,486

 

Utilities

 

 

27,23

 

 

 

2,886

 

Total Operating Expenses

 

 

2,326,866

 

 

 

1,936,328

 

 

 
14
 

 

As to more significant increases in 2015 expenses: For maintaining and operating the expanding business, the Company expensed a total of $ 196,437 commission and consulting fee, and other professional fees. In order to increasing the sales in Europe and North America, the Company expensed $ 93,131 certification fees on the products we sold or exported in the fiscal year ended December 31, 2015. Due to the raise of sale volume and customers, the Company had travel expenses of $ 400,254 and meals/entertainment of $76,019. The Company continued increased equipment research and development with 2015 expenses of $ 279,769.

 

We expect selling, general, and administrative expenses to increase in future periods assuming the trend of increased sales continues. 

  

Income Taxes

 

We are subject to income taxes in the U.S. and we incurred income tax expense of $ 901,615 and $ 522,310 for the fiscal year ended December 31, 2015 and 2014 respectively. As of December 31, 2015, the Company had income taxes payable of $ 478,813.

  

Net Income (Loss)

 

For the reasons set forth above, we had a net income of $ 2,102,022 and $ 611,597 for fiscal year ended December 31, 2015 and 2014 respectively.

 

Commitments and Contingencies

 

The Company's purchase is primarily from supplier, Chuzhou Fuda Mechanical & Electronics Co., Ltd ("ChuZhouFuDa"), which is related and managed by director Jianfeng Ding. Chuzhou Fuda is an appliance components and sub-assemblies manufacturer established on March 18, 2008. Chuzhou Fuda is located in Chuzhou City, Anhui Province, China. There was no written supply agreement signed between the Company and Chuzhou Fuda. However, Chuzhou Fuda committed to the Company for the quantity and quality of products the Company ordered.

 

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). Start from March 1 2015, Electrolux Home Products De Mexico, S.A. DEC.V., and Electrolux Home Products at Anderson, South Carolina (Electrolux) and The Company mutually agreed using FOB China Port with Net 124 payment term to replace the consignment inventory term. Effective July 31, 2015. There was totally no more consignment inventory for Electrolux North America.

 

On July, 2012, the Company signed a deposit inventory agreement with Electrolux Italia S.p.A., which was effective in January 2013.

 

On June 25, 2013, the Company signed a consignment inventory agreement with Electrolux Hungary S.p.A., which was effective in September 2013.

 

On July, 2013, Flurida Group, Inc. entered into a managed inventory program agreement with Electrolux Australia, which was effective in September 2013.

 

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 average rate 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.

 

 
15
 

 

Liquidity and Capital Resources

 

 

 

At December 31,

 

 

At December 31,

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Current Ratio

 

 

1.43

 

 

 

1.23

 

Cash

 

$8,615,550

 

 

$1,825,148

 

Working Capital

 

$4,546,538

 

 

$2,828,774

 

Total Assets

 

$15,296,078

 

 

$15,750,485

 

Total Liabilities

 

$10,677,204

 

 

$12,837,128

 

 

 

 

 

 

 

 

 

 

Total Equity

 

$4,618,874

 

 

$2,913,357

 

 

 

 

 

 

 

 

 

 

Total Debt/Equity

 

 

2.31

 

 

 

4.41

 

___________

* 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 year ended December 31, 2015 comparing to year ended December 31, 2014, due to the overall increase of the accounts receivable and cash, the Company's current ratio was also increased as of December 31, 2015 comparing to December 31, 2014 due to the increase of the accounts receivable and cash.

 

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. The payment term has changed from the consignment term to FOB china port in July of 2015. Therefore, we don't have inventory in Electrolux US and only a certain quantity on the transaction process. The other businesses with Electrolux in Europe still are keeping the consignment term. That's means the sales incurred 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.

 

The Company entered into a promissory note secured renewal business loan agreement in the principal amount of $ 6,000,000 with East West Bank located in El Monte, CA. And the maturity date of the Note is from July 10, 2014 to July 31, 2015. On September 25, 2015, the loan was extended from September, 2015 to December 31, 2016. The principal amount of the Note is increased to $8,000,000. The maximum aggregate amount that may be outstanding under all sub-limits (items 1 through 4) shall be the lesser of $ 8,000,000 or 80% of eligible accounts receivable and 50% of inventory. The loan is secured by all company inventories, account receivable, and other assets of the Company.

 

The Company may only draw up to:

 

(1)

$3,000,000 on Sight Letters of Credit with maximum expiration date of 90 days from issuance,

 

 

 

(2)

$3,000,000 on Standby Letters of Credit with maximum expiration date of one year from issuance,

 

(3)

$6,000,000 on Clean Advance for up to maturity date of the line, and

 

 

 

(4)

$4,000,000 for FX [Foreign Exchange] pre settlement risk allowing the Company to purchase forward contracts to hedge against FX risk. 

 

 
16
 

 

The remaining terms of the original loan are unchanged.

 

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 December 31, 2016.

 

As of December 31, 2015, an amount of $ 299,600 was advanced for FX Pre-settlement Risk of forward contracts to hedge.

 

The management will continue to improve our current business on marketing, customer services and general administrative activities effectiveness. The Company will continue efforts at a R&D center at our California location. The primary function of the Company's Research and Development Center is to identify and research new knowledge about scientific and technological topics in order to develop valuable products, processes and services for our customers. In 2015 we have successfully lunched our new products electronic ice maker model, vegetable dryer and our owned brand three-in-one ice and water dispenser. The Company has continually developed the new products at our Center, including a new condenser motor; a twist flex icemaker; oven circulation fan and wire harnesses for ovens. We are currently working on the development of the new products at our Center, including a new condenser motor; a twist flex icemaker; oven circulation fan and wire harnesses for ovens, although we cannot predict when, if ever, we will launch these products.

 

Specifically, the management still believes that within the operating activities, the efforts of collecting accounts receivables and making payments of accounts payables still were the primary factors for the changes of cash flows in 2015 and will continue in later years.

 

The Company had cash and cash equivalents of $ 8,615,550 at December 31, 2015 and $ 4,546,538 of working capital and $ 1,825,148 at December 31, 2015 and $ 2,828,774 of working capital.

 

The total debt of $ 10,677,204 for December 31, 2015 included total of $ 7,296,128 for Chuzhou Fu Da, $ 1,747,465 for Fulu Finance Management Limited, $ 199,731 for US suppliers, $ 20,596 for salary and payroll tax payable, and $ 62,248 for all other account payable, $ 478,813 income tax liabilities, $ 300,000 other payable, and $ 272,623 unearned revenue.

 

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, which is closely related and directly managed by shareholder and director Jianfeng Ding. Besides, as of December 31, 2015, the cash and cash equivalent balance was $ 8,615,550 and account receivable was $ 6,086,397, 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 July 1, 2008. All remaining loan holders converted their loans to common shares on July 15, 2008.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

Not required.

 

 
17
 

 

Item 8. Financial Statements

 

FLURIDA GROUP, INC.

 

 

Audited Financial Statements

As of December 31, 2015 and 2014 

 

Table of Contents

 

Independent Auditor's Report on the Consolidated Financial Statements

 

 

F-1

 

 

 

 

 

 

Balance Sheets

 

 

F-2

 

 

 

 

 

 

Statement of Operation

 

 

F-3

 

 

 

 

 

 

Shareholders Equity

 

 

F-4

 

 

 

 

 

 

Cash Flow Statement

 

 

F-5

 

 

 

 

 

 

Notes to Financial Statements

 

 

F-6

 

 

 
18
 

 

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 as of December 31, 2015 and 2014, and the related consolidated statements of operation, shareholders' equity, and cash flows for year ended December 31, 2015 and 2014. 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, 2015, and 2014, and the results of its operations and their cash flows for the year ended December 31, 2015 and 2014 in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Enterprise CPAs, Ltd.

 

Enterprise CPAs, Ltd.

Chicago, IL

March 28, 2016

 

 
F-1
 

 

FLURIDA GROUP, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$8,615,550

 

 

$1,825,148

 

Accounts receivable, net

 

 

6,086,397

 

 

 

3,055,270

 

Inventory

 

 

222,195

 

 

 

8,167,484

 

FX Hedges Investment

 

 

299,600

 

 

 

2,618,000

 

Total Current Assets

 

$15,223,742

 

 

$15,665,902

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

$66,072

 

 

$78,319

 

Other assets:

 

 

 

 

 

 

 

 

Security deposit

 

 

6,264

 

 

 

6,264

 

Total Other Assets

 

$6,264

 

 

$6,264

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$15,296,078

 

 

$15,750,485

 

 

 

 

 

 

 

 

 

 

LIABILITIES & EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Account payable

 

$9,326,168

 

 

$11,256,059

 

Income taxes payable

 

 

478,813

 

 

 

177,998

 

Unearned revenue

 

 

272,623

 

 

 

303,071

 

Total current liabilities

 

$10,077,604

 

 

$11,737,128

 

 

 

 

 

 

 

 

 

 

Other Current Liabilities:

 

 

 

 

 

 

 

 

Loan from the Bank

 

$299,600

 

 

$800,000

 

Other payable

 

 

300,000

 

 

 

300,000

 

Total Other Current Liabilities

 

$599,600

 

 

$1,100,000

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

$10,677,204

 

 

$12,837,128

 

 

 

 

 

 

 

 

 

 

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

 

 

3,584,960

 

 

 

1,482,938

 

Accumulated other comprehensive Income (loss)

 

 

(256,690)

 

 

139,815

 

 

 

 

 

 

 

 

 

 

Total stockholders' equity

 

$4,618,874

 

 

$2,913,357

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES & EQUITY

 

$15,296,078

 

 

$15,750,485

 

 

 
F-2
 

 

FLURIDA GROUP, INC.

CONSOLIDATED STATEMENT OF OPERATION

 

 

 

Year Ended

 

 

 

December 31,
2015

 

 

December 31,
2014

 

 

 

Audited

 

 

Audited

 

 

 

 

 

 

 

 

Revenues:

 

$64,575,450

 

 

$43,056,292

 

Cost of Goods Sold

 

$59,246,093

 

 

$39,946,598

 

Gross Profit

 

$5,329,357

 

 

$3,109,694

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

 

279,769

 

 

 

149,244

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

2,013,503

 

 

 

1,754,866

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expenses

 

 

33,594

 

 

 

32,218

 

Total Operating Expenses

 

$2,326,866

 

 

$1,936,328

 

 

 

 

 

 

 

 

 

 

Operating Income

 

$3,002,491

 

 

$1,173,366

 

 

 

 

 

 

 

 

 

 

Investment income, net

 

$10,635

 

 

$108

 

Interest expense, net

 

 

9,489

 

 

 

39,567

 

Income before taxes

 

$3,003,637

 

 

$1,133,907

 

Income tax expense

 

 

901,615

 

 

 

522,310

 

Net income

 

$2,102,022

 

 

$611,597

 

 

 

 

 

 

 

 

 

 

Net Income per common share-Basics

 

$0.05

 

 

$0.02

 

Net Income per common share-Diluted

 

$0.05

 

 

$0.02

 

 

 

 

 

 

 

 

 

 

Other comprehensive Income (Loss), net of tax:

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(396,505)

 

 

89,567

 

Total other comprehensive Income (Loss)

 

$(396,505)

 

$89,567

 

Comprehensive Income (Loss)

 

$1,705,517

 

 

$701,164

 

 

 
F-3
 

 

FLURIDA GROUP, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
FOR THE PERIOD ENDED DECEMBER 31, 2015
 

 

 

Common Stock

 

 

Additional

Paid-in

 

 

Retained

 

 

Accumulated Other

Comprehensive

 

 

Total

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2010

 

 

38,990,827

 

 

$38,991

 

 

$1,221,613

 

 

$187,572

 

 

$5,523

 

 

$1,453,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for Exchange rate changes 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$89,567

 

 

$89,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income for the year ended December 31, 2014 

 

 

 

 

 

 

 

 

 

 

 

 

$611,597

 

 

 

 

 

 

$611,597

 

Balance, December 31, 2014

 

 

39,290,827

 

 

$39,291

 

 

$1,251,313

 

 

$1,482,938

 

 

$139,815

 

 

$2,913,357

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for Exchange rate changes 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$(396,505)

 

$(396,505)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income for the year ended December 31, 2015 

 

 

 

 

 

 

 

 

 

 

 

 

$2,102,022

 

 

 

 

 

 

$2,102,022

 

Balance, December 31, 2015

 

 

39,290,827

 

 

$39,291

 

 

$1,251,313

 

 

$3,584,960

 

 

$(256,690)

 

$4,618,874

 

 

 
F-4
 

 

FLURIDA GROUP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

Year Ended

 

 

 

December 31,
2015

 

 

December 31,
2014

 

 

Audited

 

 

Audited

 

Operating Activities:

 

 

 

 

 

 

Net Income

 

$2,102,022

 

 

$617,086

 

Adjustments to reconcile net income to net cash provided by operating activities:  

 

 

 

 

 

 

 

Depreciation expense

 

 

33,594

 

 

 

32,218

 

Inventory

 

 

7,945,289

 

 

 

(4,348,800)

Account receivable

 

 

(3,031,127)

 

 

(779,318)

Unearned revenue

 

 

(30,448)

 

 

164,549

 

Decrease in other Payable

 

 

-

 

 

 

225,000

 

Decrease in income tax payable

 

 

300,815

 

 

 

43,288

 

Increase in account payable

 

 

(1,929,891)

 

 

8,402,747

 

Net cash provided by operating activities

 

$5,390,254

 

 

$4,356,770

 

Investing Activities:

 

 

 

 

 

 

 

 

Investment instrument

 

 

2,318,400

 

 

 

(2,618,000)

Purchase Property

 

 

(21,347)

 

 

(19,487)

Net cash provided by investing activities

 

$2,297,053

 

 

$(2,637,487)

Financing Activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

-

 

 

 

-

 

Loan from the Bank

 

 

(500,400)

 

 

(1,100,000)

Net cash provided by financing activities

 

$(500,400)

 

$(1,100,000)
 

 

 

 

 

 

 

 

 

Effect of Exchange Rate on Cash

 

$(396,505)

 

$89,567

 

Net increase (decrease) in cash and cash equivalents

 

$6,790,402

 

 

$708,850

 

Cash and cash equivalents at beginning of the period

 

$1,825,148

 

 

$1,116,298

 

Cash and cash equivalents at end of the period

 

$8,615,550

 

 

$1,825,148

 

 

 
F-5
 

 

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 1955 Baring Blvd, Sparks, NV 89434. The Company has its operating office located at 11220 Rolas Suite C3, El Paso, TX 79935.

 

Flurida Group leased a research and development center at 24412 S Main Street, Carson, CA 90745.

 

Flurida Group Inc also has branch located at Naperville, IL 60564.

 

Flurida Group Inc has a new, wholly owned subsidiary Flurida Appliance, Inc, a Nevada corporation to sell Flurida Group designed appliances manufactured in China by Chuzhou Fuda Mechanical & Electronics Co., Ltd. Flurida Appliance has its main operating office located at 11220 Rolas Suite C3, El Paso, TX 79935.

 

The Company's main business includes sourcing, distribution and marketing of appliance components and assemblies in Asia, Europe, Australia, North and South America. Those products include ice maker; ice dispenser; high efficiency motor crashed motor and wire harness so on. In additionally, the company also working with their business partners to develop the finished products such as ice water dispenser system, vegetable dryer and efficiency stove.

 

These parts are manufactured in China most by Chuzhou Fuda Mechanical & Electronics Co., Ltd ("ChuZhou Fuda"). ChuZhou Fuda was an appliance components and sub-assemblies manufacturer established on March 18, 2008 and located in Chuzhou City, Anhui 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.

 

 
F-6
 

 

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continue)

 

Basis of accounting

 

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

 

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 fiscal year 2015, the Company purchased $ 19,365 Furniture and equipment, and $ 1,982 Computer and data process equipment.

 

As of December 31, 2015, the company has furniture, Computer and data processing equipment, and equipment at apurchase cost of $ 195,121, and $ 129,049 of accumulated depreciation expense was recorded.

 

 
F-7
 

 

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.

 

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.

 

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 Receivable

 

As of December 31, 2015, the company had a total of $ 6,086,397 account receivable from it major customers, which included $ 1,070,350 of ChuZhou Fuda, $ 4,550,793 of Electrolux North America, $ 211,888 Electrolux Europe and its subsidiaries, and $ 253,366 other America corporations.

 

 
F-8
 

 

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


  

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Loans from Bank

 

The Company entered into a promissory note secured renewal business loan agreement in the principal amount of $ 6,000,000 with East West Bank located in El Monte, CA. And the maturity date of the Note is from July 10, 2014 to July 31, 2015. On September 25, 2015, the loan was extended from September, 2015 to September 30, 2016. The principal amount of the Note is increased to $8,000,000. The maximum aggregate amount that may be outstanding under all sub-limits (items 1 through 4) shall be the lesser of $ 8,000,000 or 80% of eligible accounts receivable and 50% of inventory. The loan is secured by all company inventories, account receivable, and other assets of the Company.

 

Effective August 25, 2015, the interest rate on the Notes is amended and restated as "Variable Interest Rate". Interest in this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.

 

The Company may only draw up to:  

 

 

·

$ 3,000,000 for issuance of Sight Letters of Credit (LC)

 

·

$ 3,000,000 for issuance of Standby Letters of Credit (SBLC)

 

·

$ 6,000,000 for Clean Advance of up to maturity of the line

 

·

$ 4,000,000 for FX Pre-Settlement Risk allowing customer to purchase forward contracts to hedge against FX current risk.

 

The note is allowed to issue letter of credit up to 120 days past loan maturity.

 

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 December 31, 2016.

 

As of December 31, 2015, an amount of $ 299,600 was advanced for FX Pre-settlement Risk of forward contracts to hedge.

 

 
F-9
 

 

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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, 2015, the company had a total of $ 9,326,168 account payable, which was included $ 7,296,128 for Chu Zhou Fu Da, $ 1,747,465 for Fulu Finance Management Limited, $ 199,731 for US suppliers, $ 20,596 for salary and payroll tax payable, and $ 62,248 for all other account payable.

 

Income Tax Payable

 

For the fiscal year ended December 31, 2015 and 2014, the Company incurred income tax expense of $ 901,615 and $ 522,310 respectively. As of December 31, 2015, the income taxes payable of the Company was $ 478,813.

 

Inventory

 

The inventory was valued at cost of purchase from suppliers.

 

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 maintainthe 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. Start from March 1 2015, Electrolux Home Products De Mexico, S.A. DEC.V., and Electrolux Home Products at Anderson, South Carolina (Electrolux) and The Company mutually agreed using FOB China Port with Net 124 payment term to replace the consignment inventory term. Effective July 1, 2015. There was totally no more consignment inventory for Electrolux North America.

 

 
F-10
 

 

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Inventory (Continued)

 

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 maintainthe 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 maintainthe 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., retainstitle 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.

 

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.

 

 
F-11
 

  

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Inventory (Continued)

 

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 maintain and 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, 2015 There were 6,048 pieces Dac boxes, and 6,720 pieces motorsin Electrolux Hungary warehouse as of consignment inventory.

 

The Company has 8,960 pieces motors and 792 pieces Dac boxesbeen shipped out at FOB shipping point Nanjing, China to Electrolux Hungary warehouse. And there were 3,336 pieces dispenser, 2,016 pieces frame, and 2,205 pieces ice bin been shipout 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, 2015. However, it's the in transit inventories of Flurida Group, Inc.

 

Moreover, Flurida Appliance had total of 192 pieces ice water dispenser in Carson center and El Paso warehouse.

 

As a result, as of December 31, 2015, the Company had total inventory at a value $ 222,195.

 

 
F-12
 

  

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenues Recognition

 

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

 

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, 2015, the Company had total net revenue of $ 64,575,450.

 

For the period January 1 to December 31, 2015, the Company sold icemakers, high efficiency motor, module assembly, wire harness, motors,thermostats, and related refrigerator appliance to North America, which included Electrolux North America, Haier America Research & Development Co, Exact Replacement Parts, and others America corporation,for total sales of $ 56,862,419. The icemakers, assembly, motors, and related parts were manufactured and supplied by ChuZhou FuDaMechanical and Electronics Co., Ltd; all the icemakers, motors, assembly, and related parts were shipped out at FOB shipping point Nanjing, China.

 

For the fiscal year ended December 31, 2015, the Company sold components and appliance parts to Electrolux –Australia for $ 755,627. 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 Motors and other parts to Electrolux – Do Brasil for $ 346,883. The motors were manufactured and supplied by ChuZhou FuDaMechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

 

For the period January 1 to December 31, 2015, the Company sold motors, DAC Boxes, Deflector, and related refrigerator appliance to Europe, which included Electrolux Italy, Electrolux Hungry, Electrolux Sweden, and Gotene Plast AB,for total sales of $ 1,431,149. The DAC Boxes, Deflector, Motors, 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.

 

 
F-13
 

  

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenues Recognition (Continued)

 

The Company also sold icemakers and related parts to Asia for $ 179,889. The icemakers and parts were manufactured and supplied by Chu Zhou Fuda;all the icemakers were shipped out at FOB shipping point Nanjing, China.

 

For the period of January 1 to December 31, 2015, the Company sold thermostats and other related key parts for icemakers and motors, and sold dampers to ChuZhouFuDa. Flurida Group purchased some of 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 atSouthampton, PA; and also Flurida Group purchased dampers from Nidec Sankyo Corporation, and then sold to ChuZhouFuDa. Flurida Group, Inc. addsaveraged 5% - 10% margin based on the cost of purchase, then sold to them, so, $ 5,375,387 were sold and invoiced to ChuZhouFuDa for the fiscal year ended December 31, 2015.

 

In summary, for the period of January 1 to December 31, 2015, the Company incurred the total gross sales of $ 64,951,354. And the Company had sales return and allowance and sales discount of $ 375,904, so, a total of $ 64,575,450 net sales were recorded. The cost of goods sold is discussed in details in Note C, Related Party Transactions.

 

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, 2015 and 2014, the Company had total operating expensesof $ 2,326,866 and $ 1,936,328 respectively, which include the research and development expense of $ 279,769 and $ 149,244, and depreciation expenses of $ 33,594 and $ 32,218, and selling, general and administrative expense of $ 2,013,503 and $ 1,754,866. Detail was showed on Exhibit A.

 

 
F-14
 

 

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Research and Development Expense

 

The primary function of the research and development center at Flurida Group Inc. is to discover and create new knowledge about scientific and technological topics in order to develop valuable products, processes and services for our customers. The company has continually developed the new product such as electronic controlled icemaker, main wire harnesses for controlling the functions of refrigerator products, and D/C motor technology.

 

The new product of the vegetable dryer system is on the final approval period by customer. The company is still focusing on developing its own brand 3 in 1 ice and water dispenser and continually working together with its producing partner Chuzhou Fuda Mechanical & Electronics Co., Ltd . The first order of 192 pieces 3 in 1 ice and water dispenser had arrived in the warehouse of the Company as of December 31, 2015, and will lunch to market in 2016.

 

The Company had total research and development expense of $ 279,769 and $ 149,244 for fiscal quarter ended December 31, 2015 and 2014 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 $ 196,437 and $ 161,730 for the fiscal year ended December 31, 2015 and 2014 respectively.

 

Payroll Expense

 

Started from June 2014, Flurida Group stayed the salaries amount of officers Jianfeng Ding, Yaru Huang, and Ying Zhong for $350,000, $86,520, $ 86,520.

 

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 were $ 728,071 and $ 823,769 for the fiscal year ended December 31, 2015 and 2014 respectively.

 

 
F-15
 

 

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

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.

 

 
F-16
 

 

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.

 

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. Due to the significant rate changed in Euro currency hedging, the Company incurred a foreign currency translation loss of $ 396,505 for the fiscal year ended December 31, 2015.

 

NOTE C - RELATED PARTY TRANSACTIONS

 

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

 

As of December 31, 2015, total 29,162,760 shares were issued to officers and directors. Please see the table below for details:

 

 
F-17
 

  

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

NOTE C - RELATED PARTY TRANSACTIONS (Continued)

 

Common Shares Issued to Executive and Non-Executive Officers and Directors (continued)

 

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, 2015: 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 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 600,000 sqt with 62 molding machine up to 800 metric ton and 20 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.

 

 
F-18
 

 

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


  

Cost of Goods Sold (Continued)

 

Flurida Group also purchased the products from suppliers, Qingdao Fubida Electronics Co., Ltd. ("Qingdao FuDa"). It is also related and managed by director Jianfeng Ding, and established in 2003 specializing in home appliance control components and subassemblies manufacturing, and located in Qingdao City, Shandong Province, China.

 

At the period ended December 31, 2014, the Company had ending inventory $ 8,167,484 that was majority purchased from ChuZhou FuDa.

 

The Company purchased Icemakers, motors, high efficiency motor, wire harness, dac boxes, deflectors, ice bin, frame assembly, ice maker dispenser, and other related appliance parts from ChuZhou FuDa, meanwhile, ChuZhouFuDa provided tooling and new product testing service to the company at total cost of $ 41,968,307 for the fiscal year ended December 31, 2015.

 

To manufacture the related refrigerator appliance parts, Chu Zhou Fu Da needs key parts made in USA, which were purchased through Flurida Group, Inc. in USA. The costs of purchasing the parts were $ 4,854,028 in the period of January 1 to December 31, 2015.

 

Qingdao Fuda Electronic Co. sold stove to the Company at a cost of $ 110,967 for the fiscal year ended December 31, 2015.

 

Fulu industries (HK), Ltd provided tooling services and sold module assembly to the Company at a cost of $ 4,641,486 for the fiscal year ended December 31, 2015.

 

For the fiscal year ended December 31, 2015, the Company had total purchase of $ 51,574,788.

 

At the year ended December 31, 2015, the company had total ending inventory at a value $ 222,195.

 

For the period of January 1 to December 31, 2015, the company had freight cost of $ 86,277, and purchase return and discount of $ 360,261.

 

Therefore, in the fiscal year ended December 31, 2015, the Company incurred a total cost of goods sold of $ 59,246,093.

 

 
F-19
 

  

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


  

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.

 

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.

 

There were no new shares issued during the period of January to December 2014.

 

There were no new shares issued during the period of January to December 2015

 

Therefore, as of December 31, 2015 total shares issued and outstanding are 39,290,827.

 

NOTE E– SUBSEQUENT EVENT

 

On February 4, 2016, 120,000 restricted shares were issued for services and bonus at $ 0.5 per share, for the total value of $ 60,000. 

 

 
F-20
 

  

FLURIDA GROUP, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


  

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 year ended December 31, 2015, the Company generated significant sales revenue of $64,575,450. 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, 2015, the cash and cash equivalent balance was $ 8,615,550, 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.

 

Exhibit A

 

 

 

Year Ended

 

 

 

December 31,
2015

 

 

December 31,
2014

 

Operating expenses

 

 

 

 

 

 

Administration Expense

 

 

7,762

 

 

 

1,961

 

Automobile Expense

 

 

5,143

 

 

 

1,320

 

Bad Debt Expense

 

 

320

 

 

 

 

 

Bank Service Charges

 

 

268,852

 

 

 

142,588

 

Business Registration

 

 

1,080

 

 

 

2,725

 

Certification

 

 

93,131

 

 

 

66,476

 

Computer and Internet Expenses

 

 

14,456

 

 

 

1,254

 

Depreciation Expenses

 

 

33,594

 

 

 

32,218

 

Fuel charge

 

 

10,272

 

 

 

10,177

 

Gift and Promotion

 

 

15,918

 

 

 

13,387

 

Industry Show

 

 

16,659

 

 

 

8,650

 

Insurance Expense

 

 

1,052

 

 

 

1,404

 

Meals and Entertainment

 

 

76,019

 

 

 

49,672

 

Office Supplies

 

 

7,386

 

 

 

11,246

 

Parking Fee

 

 

573

 

 

 

1,517

 

Payroll Expense - ER

 

 

42,362

 

 

 

42,602

 

Payroll Expense - EE

 

 

685,709

 

 

 

781,167

 

Penalty & Fine Expenses

 

 

517

 

 

 

62

 

Postage and Shipping

 

 

19,114

 

 

 

6,313

 

Professional Fees

 

 

196,437

 

 

 

161,730

 

Rent Expense

 

 

69,672

 

 

 

54,595

 

Repair and Maintenance

 

 

4,915

 

 

 

17,290

 

Research and Development Expense

 

 

279,769

 

 

 

149,244

 

Service Cost

 

 

46,844

 

 

 

130,627

 

Telephone and Internet Expense

 

 

26,337

 

 

 

11,732

 

Travel Expense

 

 

400,254

 

 

 

233,486

 

Utilities

 

 

2,723

 

 

 

2,886

 

Total Operating Expenses

 

 

2,326,866

 

 

 

1,936,328

 

 

 
F-21
 

 

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, 2015. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2015, 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, 2015.

 

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, 2015 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, 2015, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2015. 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.

 

 
19
 

 

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 year ended December 31, 2015, that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

Item 9B. Other Information

 

None.

 

 
20
 

 

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

60

Chairman of the Board, President, and CEO

Yaru Huang

48

Chief Financial Officer and Chief Accounting Officer

Ying Zhong

44

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.

 

 
21
 

 

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.

 

 
22
 

 

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, 2015, and December 31, 2014

 

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

 

2015

 

 

350,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

350,000

 

 

 

 

 

2014

 

 

350,000

 

 

 

100,000

 

 

 

 

 

 

 

 

 

 

 

450,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yaru Huang

 

CFO

 

2015

 

 

86,520

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

86,250

 

 

 

 

 

2014

 

 

85,470

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

95,470

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ying Zhong

 

Director

 

2015

 

 

86,520

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

86,250

 

 

 

 

 

2014

 

 

85,470

 

 

 

 10,000

 

 

 

 

 

 

 

 

 

 

 

95,470

 

 

Compensation Agreements

 

We have the following oral compensation agreements:

 

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

 

Main responsibilities of the position are as follows:

 

1.

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.

 

2.

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

 

3.

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

 

4.

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

 

 
23
 

 

5.

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

 

6.

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 2014 for another three years with annual salary of $350,000 in 2015.

 

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 2014 for another three years with annual salary of $86,520 in 2015.

 

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.

 

 
24
 

 

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 2014 for another three years with annual salary $86,520 in 2015.

 

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, 2015

 

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, 2015.

 

 
25
 

 

Director Compensation

 

The following table summarizes the compensation paid to Flurida Group' directors for the fiscal year ended December 31, 2015:

 

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, 2015. 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.

 

 
26
 

 

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, 2015.

 

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.

 

The Company's purchase is primarily from supplier, Chuzhou Fuda Mechanical & Electronics Co., Ltd ("ChuZhouFuDa"), which is related and managed by 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 600,000 sqt with 62 molding machine up to 800 metric ton and 20 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, Qingdao Fubida Electronics Co., Ltd. ("Qingdao FuDa"). It is also related and managed by 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 Company purchased Icemakers, motors, high efficiency motor, wire harness, dac boxes, deflectors, ice bin, frame assembly, ice maker dispenser, and other related appliance parts from ChuZhou FuDa, meanwhile, ChuZhouFuDa provided tooling and new product testing service to the company at total cost of $ 41,968,307 for the fiscal year ended December 31, 2015.

 

Qingdao Fuda Electronic Co. sold stove to the Company at a cost of $ 110,967 for the fiscal year ended December 31, 2015.

 

Fulu industries (HK), Ltd provided tooling services and sold module assembly to the Company at a cost of $ 4,641,486 for the fiscal year ended December 31, 2015.

 

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.

 

 
27
 

 

Item 14. Principal Accountant Fees and Services

 

Enterprise CPA was our independent auditors for the fiscal years ended December 31, 2015 and 2014.

 

The following table shows the fees paid or accrued by us for the audit and other services provided by our auditor for fiscal 2015 and 2014.

 

 

 

2014

 

 

2015

 

 

 

 

 

 

 

 

Audit Fees

 

$35,625

 

 

$37,650

 

Audit-Related Fees

 

 

 

 

 

 

 

 

Tax Fees

 

 

 

 

 

 

 

 

All Other Fees

 

 

 

 

 

 

 

 

Total

 

$35,625

 

 

$37,650

 

 

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.

 

 
28
 

 

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.

 

 
29
 

 

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

 

Title

Name

Date

Signature

Principal Executive Officer

Jianfeng Ding

March 30, 2016

/s/ Jianfeng Ding

 

 

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 30, 2016

/s/ Yaru Hang

Yaru Hang

Principal Financial Officer and Principal Accounting Officer

March 30, 2016

/s/ Ying Zhong

Ying Zhong

Director

March 30, 2016

 

 
30
 

 

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**

____________ 

* 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.

 

 

31