UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

x	Quarterly Report Pursuant to Section 13 Or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2016

 

¨	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: 000-50155

  

 

NF Energy Saving Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware	02-0563302
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

Room 3106 Block C, 390 Qingnian Avenue, Heping District

Shenyang, P. R. China 110002

(Address of Principal Executive Offices)

 

(8624) 25609775

(Registrant’s Telephone Number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

 

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

 

As of May 9, 2016, the registrant had 6,553,289 shares of common stock, $0.001 par value, issued and outstanding.

 

 

STATEMENT REGARDING FORWARD LOOKING INFORMATION

 

The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussions under "Notes to Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations " as well as those discussed elsewhere in this Form 10-Q. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are subject to the "safe harbor" created by the Private Securities Litigation Reform Act of 1995.

 

 

TABLE OF CONTENTS

 

		Page
PART I - FINANCIAL INFORMATION
		F-1
	ITEM 1 – FINANCIAL STATEMENTS
	ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
	ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
	ITEM 4 – CONTROLS AND PROCEDURE	27
PART II - OTHER INFORMATION
	ITEM 1 – LEGAL PROCEEDINGS	28
	ITEM 1A – RISK FACTORS	28
	ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	28
	ITEM 3 – DEFAULTS UPON SENIOR SECURITIES	28
	ITEM 4 – MINE SAFETY DISCLOSURES	28
	ITEM 5 – OTHER INFORMATION	28
	ITEM 6 - EXHIBITS	29
	SIGNATURES	29

 

 

NF ENERGY SAVING CORPORATION

 

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

	Page
Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015 (Audited)	F-2
Condensed Consolidated Statements of Operations And Comprehensive (Loss) Income for the Three Months ended March 31, 2016 and 2015	F-3
Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2016 and 2015	F-4
Condensed Consolidated Statement of Stockholders’ Equity for the Three Months ended March 31, 2016	F-5
Notes to Condensed Consolidated Financial Statements	F-6 to F-16

 

 

NF ENERGY SAVING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2016 AND DECEMBER 31, 2015

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

		March 31, 2016				December 31, 2015
		(Unaudited)				(Audited)
ASSETS
Current assets:
Cash and cash equivalents		$	371,920			$	434,571
Restricted cash			-				1,848,799
Accounts receivable, net			7,578,590				7,586,651
Retention receivable, current			935,983				679,924
Inventories			6,056,373				7,051,198
Prepayments and other receivables			1,846,129				1,975,794
Total current assets			16,788,995				19,576,937
Non-current assets:
Property, plant and equipment, net			10,344,715				10,554,111
Land use rights, net			2,800,224				2,797,655
Construction in progress			11,488,428				11,424,939
TOTAL ASSETS		$	41,422,362			$	44,353,642
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade		$	4,111,491			$	4,883,076
Short-term bank borrowings			6,203,570				8,057,683
Amount due to a related party			431,682				431,682
Other payables and accrued liabilities			645,687				603,726
Total current liabilities			11,392,430				13,976,167
TOTAL LIABILITIES			11,392,430				13,976,167
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 50,000,000 shares authorized; and 6,553,289 shares issued and outstanding, respectively			6,553				6,553
Additional paid-in capital			11,605,145				11,605,145
Statutory reserve			2,227,634				2,227,634
Accumulated other comprehensive income			3,002,945				2,807,340
Retained earnings			13,187,655				13,730,803
Total stockholders’ equity			30,029,932				30,377,475
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	41,422,362			$	44,353,642

 

See accompanying notes to condensed consolidated financial statements.

 

 

NF ENERGY SAVING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF

OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

		Three months ended March 31,
		2016				2015
REVENUE, NET:
Product		$	1,553,079			$	1,142,490
Services			7,581				38,585
Total operating revenues, net			1,560,660				1,181,075
COST OF REVENUES (inclusive of depreciation and amortization, $243,775 and $192,828):
Cost of products			1,512,140				883,303
Cost of services			196,695				11,224
Total cost of revenues			1,708,835				894,527
GROSS (LOSS) PROFIT			(148,175	)			286,548
OPERATING EXPENSES:
Sales and marketing			12,274				6,224
General and administrative			295,459				276,082
Total operating expenses			307,733				282,306
(LOSS) INCOME FROM OPERATIONS			(455,908	)			4,242
Other (expense) income:
Interest income			14,330				11,818
Interest expense			(101,570	)			(101,903	)
Total other expense			(87,240	)			(90,085	)
LOSS BEFORE INCOME TAXES			(543,148	)			(85,843	)
Income tax expense			-				(208	)
NET LOSS		$	(543,148	)		$	(86,051	)
Other comprehensive income:
– Foreign currency translation gain			195,605				243,339
COMPREHENSIVE (LOSS) INCOME		$	(347,543	)		$	157,288
Net loss per share:
– Basic		$	(0.08	)		$	(0.02	)
– Diluted		$	(0.08	)		$	(0.02	)
Weighted average common shares outstanding:
– Basic			6,553,289				5,719,147
– Diluted			6,553,289				5,719,147

 

See accompanying notes to condensed consolidated financial statements.

 

 

NF ENERGY SAVING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

 

		Three months ended March 31,
		2016				2015
Cash flows from operating activities:
Net loss		$	(543,148	)		$	(86,051	)
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization			291,316				232,455
Change in operating assets and liabilities:
Accounts and retention receivable			(190,422	)			1,141,438
Inventories			1,027,044				(740,436	)
Prepayments and other receivables			152,838				(450,593	)
Accounts payable			(792,739	)			(1,260,968	)
Other payables and accrued liabilities			38,189				290,190
Net cash generated from (used in) operating activities			(16,922	)			(873,965	)
Cash flows from investing activities:
Purchase of plant and equipment			-				(174,141	)
Net cash used in investing activities			-				(174,141	)
Cash flows from financing activities:
Decrease in restricted cash			1,835,011				1,955,735
Proceeds from short-term bank borrowings			6,116,704				6,519,117
Repayment to bank demand note			(1,880,886	)			(3,911,470	)
Repayment on short-term bank borrowings			(6,116,704	)			(4,563,382	)
Net cash used in financing activities			(45,875	)			-
Effect on exchange rate change on cash and cash equivalents			146				4,900
NET CHANGE IN CASH AND CASH EQUIVALENTS			(62,651	)			(1,043,206	)
BEGINNING OF PERIOD			434,571				1,304,130
END OF PERIOD		$	371,920			$	260,924
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest		$	101,570			$	79,403

 

See accompanying notes to condensed consolidated financial statements.

 

 

NF ENERGY SAVING CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

		Common stock								Additional				Statutory				Accumulated other comprehensive				Retained				Total stockholders’
		No. of shares				Amount				paid-in capital				reserve				income				earnings				equity
Balance as of January 1, 2016			6,553,289			$	6,553			$	11,605,145			$	2,227,634			$	2,807,340			$	13,730,803			$	30,377,475
Foreign currency translation adjustment			-				-				-				-				195,605				-				195,605
Net loss for the period			-				-				-				-				-				(543,148	)			(543,148	)
Balance as of March 31, 2016			6,553,289				6,553				11,605,145				2,227,634				3,002,945				13,187,655				30,029,932

 

See accompanying notes to condensed consolidated financial statements.

 

 

NF ENERGY SAVING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

NOTE – 1        BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the consolidated balance sheet as of December 31, 2015 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended March 31, 2016 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2016 or for any future period.

 

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2015.

 

NOTE – 2        ORGANIZATION AND BUSINESS BACKGROUND

 

NF Energy Saving Corporation (the “Company” or “NFEC”) was incorporated in the State of Delaware in the name of Galli Process, Inc. on October 31, 2000. On February 7, 2002, the Company changed its name to “Global Broadcast Group, Inc.” On November 12, 2004, the Company changed its name to “Diagnostic Corporation of America.” On March 15, 2007, the Company changed its name to “NF Energy Saving Corporation of America.” On August 24, 2009, the Company further changed its name to “NF Energy Saving Corporation.”

 

The Company, through its subsidiary, mainly engages in the production of heavy industrial components and products such as valves and the provision of technical service and re-engineering projects in the energy saving related industry in the People’s Republic of China (the “PRC”). All the customers are located in the PRC.

 

Description of subsidiaries

 

Name

Place of incorporation and kind of legal entity

Principal activities and place of operation

Particulars of issued/ registered share capital

Effective interest held

Liaoning Nengfa Weiye Energy Technology Co. Ltd (“Nengfa Energy”)

The PRC, a limited liability company

Production of a variety of industrial valve components which are widely used in water supply and sewage system, coal and gas fields, power generation stations, petroleum and chemical industries in the PRC

US$

5,000,000

100

%

 

NFEC and its subsidiary are hereinafter referred to as (the “Company”).

 

NOTE – 3        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

 

 

NF ENERGY SAVING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

l

Use of estimates

 

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

 

l

Basis of consolidation

 

The condensed consolidated financial statements include the financial statements of NFEC and its subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

The Company accounts for the investment in associate in which the Company does not hold a controlling financial interest but has significant influence over operating and financial policies using the equity method. Under the equity method, the investment is recorded at cost and adjusted for the proportionate share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate. The Company performs a periodic evaluation of an investment to determine whether the fair value of each investment is less than the carrying value, and, if so, whether such decrease in value is deemed to be other-than-temporary. At March 31, 2016, the Company is committed to the investment in an associate for 40% equity interest in the PRC and no investment cost was paid during the three months ended March 31, 2016.

 

Name

Place of incorporation and kind of legal entity

Principal activities and place of operation

Particulars of issued/ registered share capital

Effective interest held

Liaoning Nengfa Weiye Smart Valve Technology Co.Ltd (“Nengfa Smart Valve”)

The PRC, a limited liability company

Development and production of hi-tech and automatic-intelligence valve products

US$

7,750,000 (RMB50,000,000)

40

%

 

l

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

l

Accounts receivable

 

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from shipment. Credit is extended based on evaluation of a customer's financial condition, the customer’s credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

 

l

Retention receivable

 

Retention receivable is the amount withheld by a customer based upon 5-10% of the contract value, until a product warranty is expired. The warranty period is usually 12 months.

 

 

NF ENERGY SAVING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

l

Inventories

 

Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a weighted average method. Costs include material, labor and manufacturing overhead costs. The Company quarterly reviews historical sales activity to determine excess, slow moving items and potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of March 31, 2016, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.

 

l

Construction in progress

 

Construction in progress is stated at historical cost, which includes acquisition of land use rights, cost of construction, purchases of plant and equipment and other direct costs attributable to the construction of a new manufacturing facility in Yinzhou District Industrial Park, Tieling City, Liaoning Province, the PRC. Construction in progress is not depreciated until such time as the assets are completed and put into operational use. No capitalized interest is incurred during the period of construction.

 

l

Land use rights

 

All land in the PRC is owned by the PRC government. The government in the PRC, according to the relevant PRC law, may sell the right to use the land for a specified period of time. Thus, the Company’s land purchase in the PRC is considered to be leasehold land and is stated at cost less accumulated amortization and any recognized impairment loss. Amortization is provided over the term of the land use right agreement on a straight-line basis, which is 50 years and will expire in 2059.

 

Amortization expense for the three months ended March 31, 2016 and 2015 was $16,001 and $16,815, respectively. The estimated amortization expense on the land use right in the next five years and thereafter is as follows:

 

Period ending March 31:
2017		$	64,005
2018			64,005
2019			64,005
2020			64,005
2021			64,005
Thereafter			2,480,199
Total:		$	2,800,224

 

l

Plant and equipment

 

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

		Expected useful life		Residual value
Building		30 – 50 years			5	%
Plant and machinery		10 – 20 years			5	%
Furniture, fixture and equipment		5 – 8 years			5	%

 

Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 

Depreciation expense for the three months ended March 31, 2016 and 2015 was $275,315 and $215,640, respectively.

 

 

NF ENERGY SAVING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

l

Impairment of long-lived assets

 

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets ”, all long-lived assets such as property, plant and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three months ended March 31, 2016.

 

l

Revenue recognition

 

The Company offers the following products and service to its customers:

 

(a)	Energy saving flow control equipment; and
(b)	Energy project management and sub-contracting service

 

In accordance with the ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably assured.

 

(a)

Sale of products

 

The Company derives a majority of its revenues from the sale of energy saving flow control equipment. Generally, these products are manufactured and configured to customer requirements. The Company typically produces and builds the energy saving flow control equipment for customers in a period from 1 to 6 months. When the Company completes the production in accordance with the customer’s specification, the customer is required to inspect the finished products for quality and product conditions, to its full satisfaction, then the Company makes delivery to the customer.

 

The Company recognizes revenue from the sale of such finished products upon delivery to the customer, whereas the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”). The Company is subject to VAT which is levied on the majority of the products at the rate of 17% on the invoiced value of sales. The Company experienced no product returns and recorded no reserve for sales returns for the three months ended March 31, 2016 and 2015.

 

(b)

Service revenue

 

Service revenue is primarily derived from energy-saving technical services or project management or sub-contracting services that are not an element of an arrangement for the sale of products. These services are generally billed on a time-cost plus basis, for a period of service time from 2 to 3 months. Revenue is recognized, net of business taxes when the service is rendered and accepted by the customer.

 

(c)

Interest income

 

Interest income is recognized on a time apportionment basis, taking into account the principal amounts outstanding and the interest rates applicable.

 

l

Comprehensive income

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statement of stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

 

 

NF ENERGY SAVING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

l

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

For the three months ended March 31, 2016 and 2015, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2016, the Company did not have any significant unrecognized uncertain tax positions.

 

The Company conducts the majority of its businesses in the PRC and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority.

 

l

Product warranty

 

Under the terms of the contracts, the Company offers its customers with a free product warranty on a case-by-case basis, depending upon the type of customers, nature and size of the infrastructure projects. Under such arrangements, a portion of the project contract balance (usually 5-10% of contract value) is withheld by a customer from 12 to 24 months, until the product warranty has expired. The Company has not experienced any material returns or claims where it was under obligation to honor this standard warranty provision. As such, no reserve for product warranty has been provided in the result of operations for the three months ended March 31, 2016 and 2015.

 

l

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

l

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

 

The reporting currency of the Company is the United States Dollar ("US$"). The Company's subsidiaries in the PRC maintain their books and records in their local currency, the Renminbi Yuan ("RMB"), which is the functional currency as being the primary currency of the economic environment in which these entities operate.

 

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement ”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

 

NF ENERGY SAVING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

Translation of amounts from RMB into US$1 has been made at the following exchange rates for the respective period:

 

		March 31, 2016				March 31, 2015
Period-end RMB:US$1 exchange rate			6.4479				6.1091
Average period RMB:US$1 exchange rate			6.5395				6.1358

 

l

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

l

Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company operates in one single reportable operating segment in the PRC.

 

l

Stock based compensation

 

The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

 

l

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash and cash equivalents, accounts and retention receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of short-term bank borrowings and note payable approximate the carrying amount.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

●	Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

 

●

Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

 

●

Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

 

NF ENERGY SAVING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

  

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

l

Recent accounting pronouncements

 

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

 

NOTE – 4        ACCOUNTS AND RETENTION RECEIVABLES

 

The majority of the Company’s sales are on open credit terms and in accordance with terms specified in the contracts governing the relevant transactions. The Company evaluates the need of an allowance for doubtful accounts based on specifically identified amounts that management believes to be uncollectible. If actual collections experience changes, revisions to the allowance may be required.

 

		March 31, 2016				December 31, 2015
		(Unaudited)				(Audited)
Accounts receivable, cost		$	8,345,649			$	8,348,652
Retention receivable, cost			935,983				679,924
			9,281,632				9,028,576
Less: allowance for doubtful accounts			(767,059	)			(762,001	)
Accounts and retention receivable, net		$	8,514,573			$	8,266,575

 

Up to April 30, 2016, the Company has subsequently recovered from approximately 2% of accounts and retention receivable as of March 31, 2016.

 

NOTE – 5        INVENTORIES

 

		March 31, 2016				December 31, 2015
		(Unaudited)				(Audited)
Raw materials		$	384,902			$	441,692
Work-in-process			196,391				432,394
Finished goods			5,475,080				6,177,112
		$	6,056,373			$	7,051,198

 

For the three months ended March 31, 2016 and 2015, no allowance for obsolete inventories was recorded by the Company.

 

Finished goods are expected to be delivered to the customer in the next six months.

 

NOTE – 6        CONSTRUCTION IN PROGRESS

 

In 2008, the Company received approval from the local government to construct a new manufacturing facility for energy-saving products and equipment in Yinzhou District Industrial Park, Tieling City, Liaoning Province, the PRC. Total estimated construction cost of a new manufacturing facility is approximately $24 million.

 

 

NF ENERGY SAVING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

The first phase of construction project was completed and began its operations in December 2012. The cost of construction was transferred to property, plant and equipment and its depreciation expense was recorded in 2013. The second phase of construction project was structurally completed in 2013 and received the approval of fire security by the local authority in March 2014. The cost of construction is expected to be transferred to property, plant and equipment by the end of 2016 upon the granting of a property ownership certificate from the local authority.

 

NOTE – 7        SHORT-TERM BANK BORROWINGS

 

Short-term bank borrowings consist of the following:

 

		March 31, 2016				December 31, 2015
		(Unaudited)				(Audited)
Payable to financial institutions in the PRC:
Demand bank notes:
Equivalent to RMB12,000,000, due 30 March 2016, which is collateralized by its restricted cash and guaranteed by its vendor and bears the handling fee equal to 0.05% of its face value		$	-				1,848,800
Equivalent to RMB100,000, due 24 January 2016, which is collateralized by its restricted cash and guaranteed by its vendor and bears the handling fee equal to 0.05% of its face value			-				15,407
Equivalent to RMB200,000, due 24 January 2016, which is collateralized by its restricted cash and guaranteed by its vendor and bears the handling fee equal to 0.05% of its face value			-				30,813
Short-term borrowings:
Equivalent to RMB28,000,000 with interest rate at 1.2 times of the Bank of China Benchmark Lending Rate, monthly payable, due March 20, 2017, which is guaranteed by its vendor			-				4,313,864
Equivalent to RMB12,000,000 with interest rate at 1.2 times of the Bank of China Benchmark Lending Rate, monthly payable, due March 19, 2016, which is guaranteed by its vendor			-				1,848,799
Equivalent to RMB40,000,000 with interest rate at 1.28 times of the Bank of China Benchmark Lending Rate, monthly payable, due March 20, 2017, which is guaranteed by its vendor			6,203,570				-
Total short-term bank borrowings		$	6,203,570			$	8,057,683

 

The effective Bank of China Benchmark Lending rate is 4.6% and 6% per annum for the three months ended March 31, 2016 and 2015.

 

 

NF ENERGY SAVING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

NOTE – 8        AMOUNT DUE TO A RELATED PARTY

 

As of March 31, 2016, the amount due to a related party represented temporary advances made by the Company’s major stockholder, Pelaris International Ltd, which is controlled by Ms. Li Hua Wang (the Company’s CFO) and Mr. Gang Li (the Company’s CEO), which was unsecured, interest-free with no fixed repayment term. Imputed interest on this amount is considered insignificant.

 

NOTE – 9        OTHER PAYABLES AND ACCRUED LIABILITIES

 

Other payables and accrued liabilities consisted of the following:

 

		March 31, 2016				December 31, 2015
		(Unaudited)				(Audited)
Customer deposits		$	256,210			$	177,718
Value added tax payable			58,911				5,978
Accrued operating expenses			310,805				324,805
Other payable			19,761				95,225
		$	645,687			$	603,726

 

NOTE – 10        INCOME TAXES

 

NFEC is incorporated in the State of Delaware and is subject to the tax laws of United States of America.

 

As of March 31, 2016, its operations in the United States of America incurred $3,159,175 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2036, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $1,074,120 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

The Company’s subsidiaries operating in the PRC are subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%. The reconciliation of income tax rate to the effective income tax rate for the three months ended March 31, 2016 and 2015 is as follows:

 

		Three months ended March 31,
		2016				2015
Loss before income taxes from PRC operation		$	(528,623	)		$	(48,843	)
Statutory income tax rate			25	%			25	%
Income tax expense at statutory rate			(132,156	)			(12,211	)
Effect from non-deductible items			-				12,419
Net operating loss			132,156				-
Income tax expense		$	-			$	208

 

NOTE – 11        STOCKHOLDERS’ EQUITY

 

As of March 31, 2016, the Company had a total of 6,553,289 shares of its common stock issued and outstanding.

 

 

NF ENERGY SAVING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

NOTE – 12        CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a)        Major customer

 

For the three months ended March 31, 2016, one customer accounted for more than 10% of the Company’s revenues.

 

This customer (Customer A) accounted for 92% of the Company’s revenues amounting to $1,682,069, with $7,100,885 of accounts receivable.

 

For the three months ended March 31, 2015, one customer accounted for more than 10% of the Company’s revenues. This customer (Customer A) accounted for 80% of the Company’s revenues amounting to $1,397,117, with $4,243,879 of accounts receivable.

 

All customers are located in the PRC.

 

(b)        Major vendors

 

For the three months ended March 31, 2016 and 2015, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding balances as at period-end dates, are presented as follows:

 

						Three months ended March 31, 2016												March 31, 2016
Vendors						Purchases				Percentage of purchases								Accounts payable
Vendor A						$	118,174				43	%						$	102,486
Vendor B							84,515				30	%						917
			Total:			$	202,689				73	%			Total:			$	103,403

 

						Three months ended March 31, 2015												March 31, 2015
Vendors						Purchases				Percentage of purchases								Accounts payable
Vendor E						$	270,204				23	%						$	383,350
Vendor C							236,888				20	%						425,035
Vendor F							123,894				11	%						136,830
			Total:			$	630,986				54	%			Total:			$	945,215

 

All vendors are located in the PRC.

 

(c)        Credit risk

 

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

 

(d)        Interest rate risk

 

As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

 

 

NF ENERGY SAVING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

The Company’s interest-rate risk arises from borrowing under notes and bank borrowings. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of March 31, 2016, borrowings under related party notes were at fixed rates and short-term bank borrowings were at variable rates.

 

(e)        Exchange rate risk

 

The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in RMB and a significant portion of the assets and liabilities are denominated in RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If RMB depreciates against US$, the value of RMB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

 

(f)        Economic and political risks

 

The Company's operations are conducted in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

 

The Company's operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

 

NOTE – 13        CAPITAL COMMITMENTS

 

At March 31, 2016, the Group had capital commitments in relation to the investment to an associate in the PRC with an amount of approximately US$3,101,785 (equal to RMB20,000,000) in the next twelve months.

 

NOTE – 14        SUBSEQUENT EVENTS

 

The Company evaluated subsequent events through the date the financial statements were issued and filed with this Form 10-Q. There were no subsequent events that required recognition or disclosure.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

As used herein the terms “we”, “us”, “our,” “NFEC” and the “Company” means, NF Energy Saving Corporation, a Delaware corporation, formerly known as NF Energy Saving Corporation of America, Diagnostic Corporation of America, Global Broadcast Group, Inc., and Galli Process, Inc. These terms also include our subsidiaries, Liaoning Nengfa Weiye Energy Technology Company Ltd., a corporation organized and existing under the laws of the Peoples’ Republic of China (“PRC”), and Liaoning Nengfa Weiye Smart Valve Technology Co., Ltd., a limited liability corporation organized and existing under the laws of the PRC.

 

NF Energy Saving Corporation was incorporated under the laws of the State of Delaware in the name of Galli Process, Inc. on October 31, 2000 for the purpose of seeking and consummating a merger or acquisition with a business entity organized as a private corporation, partnership, or sole proprietorship. On December 31, 2001, Galli Process, Inc. became a majority owned subsidiary of City View TV, Inc., a Florida corporation (“City View”). On February 7, 2002, Galli Process, Inc. changed its name to Global Broadcast Group, Inc. On March 1, 2002, City View merged into Global Broadcast Group, Inc., which was the surviving entity. On November 12, 2004, the Company changed its name to Diagnostic Corporation of America. On March 15, 2007, we changed our name to NF Energy Saving Corporation of America, and on August 24, 2009, the Company further changed its name to NF Energy Saving Corporation, in both instances to more accurately reflect our business after a stock exchange transaction with Neng Fa. Our principal place of business is Room 3106, Tower C, 390 Qingnian Avenue, Heping District, Shenyang, P. R. China 110015. Our telephone number is (8624) 2560-9775.

 

On November 15, 2006, we executed a Plan of Exchange ("Plan of Exchange"), among the Company, Neng Fa, the shareholders of Neng Fa (the "Neng Fa Shareholders") and Gang Li, our Chairman and Chief Executive Officer ("Mr. Li"). Pursuant to and at the closing of the Plan of Exchange, which occurred on November 30, 2006, we issued to the Neng Fa Shareholders 12,000,000 shares of our common stock, or 89.4% of our then outstanding common stock, in exchange for all of the shares of capital stock of Neng Fa owned by the Neng Fa Shareholders. Immediately upon the closing, Neng Fa became our 100% owned subsidiary, and the Company ceased all of its other operations and adopted and implemented the business plan of Neng Fa.

 

Nengfa Energy’s area of business includes research and development, processing, manufacturing, marketing and distribution of energy saving flow control equipment; manufacturing, marketing and distribution of energy equipment and fittings; energy saving technical reconstruction; and energy saving technology consulting services, providing comprehensive solutions for energy-saving emission reduction.

 

On August 26, 2009, the Company completed a 3 for 1 reverse stock split. The total number of then outstanding shares of common stock changed from 39,872,704 pre-split to 13,291,387 post-split.

 

On September 15, 2010, the Company completed a 2.5 for 1 reverse share split of its common stock, the total number of outstanding shares of common stock changed from 13,315,486 pre-split to 5,326,501 post-split.

 

On October 4, 2010 our common stock commenced trading on the Nasdaq Global Market. On March 7, 2012, upon approval by Nasdaq , our common stock transferred from the Nasdaq Global Market to the Nasdaq Capital Market , Our common stock trades on the Nasdaq Stock Market under the ticker symbol “NFEC”.

 

NFEC is dedicated to energy efficiency enhancement in two fields: (1) manufacturing large diameter energy efficient intelligent flow control systems for thermal and nuclear power generation plants, major national and regional water supply projects and municipal water, gas and heat supply pipeline networks; and (2) energy saving technology consulting, optimization design services, energy saving reconstruction of pipeline networks and contractual energy management services for China’s electric power, petrochemical, coal, metallurgy, construction, and municipal infrastructure industries.

 

 

NFEC has received many awards and honors from China's regulators, professional associations and renowned international organizations, including the ISO 9001:2008 certification from Det Norske Veritas Management System, the Liaoning Provincial Government's Award of Innovative Enterprise with Best Investment Return Potentials, the Special Industrial Contribution Award of the ESCO Committee of China Energy Conservation Association, and the “Contract-abiding and credit enterprise” Award by the Liaoning State Local administrative bureau for industry and commerce. NFEC was awarded of “Hi-tech enterprise” by Liaoning Technology bureau in 2013.

 

NFEC enjoys a reputation as a leader and dedicated energy saving company in China for over 15 years. Its professional capacity as a provider of energy services is officially certified by China’s National Development and Reform Commission (NDRC). It has been a corporate member on the Board of the ESCO Committee of China Energy Conservation Association and a founding member of China Standardization and Technical Consortium for Energy Conservation and Emission.

 

As a certified energy service provider, NFEC is entitled to various tax breaks and energy saving awards created by Chinese governments at national, provincial and local levels. The major tax incentives by the central government include a two-year corporate income tax exemption plus a three-year reduction of corporation income tax for all energy performance based, profit sharing energy service projects. The government policy also incentivizes NFEC's clients with tax refunds on goods and properties of the energy saving projects when NFEC transfers to them at the end of the energy service contracts.

 

The current principal development focus of NFEC is to renew the product, such as large intelligent flow control facility and to provide our Company with more advanced technology to supply high grade energy efficient and safety reliant products for high end markets.

 

Our corporate goal is to maintain our established position as a leading provider of energy efficiency flow control systems, a cutting edge innovator with clean energy and energy efficiency technologies, and a total energy efficiency solution and service provider dedicated to maximum returns to our investors, partners, clients and environment.

 

Our products and services include the manufacturing and sales of energy-saving flow control equipment, energy saving technology consulting, optimization design services, energy saving reconstruction of pipeline networks and contractual energy management services for China’s electric power, water power, petrochemical, coal, metallurgy, construction, and municipal infrastructure development industries.

 

Examples of contracts entered into by the Company or its subsidiaries are:

 

·

In 2007, Nengfa Energy received contracts for our products and services to be used in three sections of the Middle Section-Jingshi Section of the national project to redirect the water from China’s southern rivers to the north of the country. This phase of the project was completed and passed inspection in 2008.

 

·

In 2008, the Company received flow control equipment contracts from seven cities in Liaoning Province for their water supply systems.

 

·

In 2009, the Company was awarded several flow control equipment supply contracts, including one for the Xijiang diversion project of Guandong Province, and one for Phase 1 of Guangdong Yuedian Huilai Power Plant.

 

·

In 2012, the Company received contracts from Beijing South to North Water Diversion Operation and Management Center, Shanxi Kegong Longsheng technology Ltd, Huaihu Coal Ltd, Chongqing Water-Turbine Ltd, Shenergy Company Limited, Shanghai Qingcaosha City-Environment Project (South Branch Project), Luanhe Power station of China Guodian Corporation ,Qiangui power Ltd , Guizhou Province, Guihang Nenghuan refrigeration engineering Ltd, Shanghai City , Electric power construction corporation (Zambia’s project) , Shandong Province; Lu Electric International Trading corporation, and Shandong Province ( Philippines project).

 

 

·

In 2013, the Company received contracts from Zheneng Zhenhai gas thermal power Ltd; Chongqing water turbine factory Ltd; Chongqing Wanliu power Ltd ; Dalian Petrochemical Company of Petro of China ; China National Electric Power Engineering Ltd ; Xinyu iron and steel Ltd; Shandong Electric Power Corporation; Jiajie gas-fired cogeneration branch of Shanxi new energy industry group; and the Amedyan Power Ltd of State Grid; Chuangshi Energy Ltd, Beijing; Peiling Water-resource Development Ltd, Chongqing; Iron and Steel Ltd, Maanshan; Oilfield Construction Group Ltd, Daqing ; Harbin Air-condition Ltd; China resources power (haifeng) Ltd.

 

·

In 2014, the Company received contracts from LXB Water Supply Co., Ltd. Shandong Luneng Huaneng Power International Trade Company of Taiyuan Dongshan Gas Turbine Thermal Power Co., Ltd., Beijing Sea of Inner Mongolia Coal Gangue Power Co., Ltd. and other companies. At the same time, the Company has also completed the installation of desulfurization, denitration and dust removal systems at the 660T/h boiler room of the Chinese Aviation Company.

 

·

In 2015, the Company received contracts from Gansu Coal Group Co.Ltd, Nanning Tiefa Valve Co., Ltd, Weinan Dongnan Bureau , Shanxi Ruiguang power Co., Ltd and Harbin Binhe Technology Co., Ltd, Chifeng Jianxi Shangrao water diversion project, Inner Mongolia Caisen hydropower station, Chifeng Xincheng thermal power co., Ltd, Sinkiangr conservancy hub project and Italian Tecnedil International SRL, etc.

 

·

In 2016, the Company received contracts from the 2*660MW project of a subsidiary of State Grid, Shanxin, a 2*660MW low calorific coal power generation project and the Hubei Huanggang cogeneration project etc.

 

FORWARD LOOKING STATEMENTS

 

Certain statements in this report, including statements of our expectations, intentions, plans and beliefs, including those contained in or implied by "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to Consolidated Financial Statements, are "forward-looking statements", within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to certain events, risks and uncertainties that may be outside our control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “will”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, the realization of our deferred tax assets, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements, our expansion and acquisition strategy, our ability to achieve operating efficiencies, industry pricing and technology trends, evolving industry standards, general economic and business conditions, the strength and financial resources of our competitors, our ability to find and retain skilled personnel, the political and economic climate in which we conduct operations and the risk factors described from time to time in our other documents and reports filed with the Securities and Exchange Commission (the "Commission"). Additional factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to: 1) our ability to successfully develop, manufacture and deliver our products on a timely basis and in compliance with our contract terms; 2) our ability to compete effectively with other companies in our industry segments; 3) our ability to raise capital or generate sufficient working capital in order to effectuate our business plan; 4) our ability to retain our key executives; and 5) our ability to win and perform significant construction and infrastructure projects.

 

 

CRITICAL ACCOUNTING POLICIES

 

An appreciation of our critical accounting policies is necessary to understand our financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact our financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. We applied our critical accounting policies and estimation methods consistently in all periods presented.

 

Revenue Recognition

 

In accordance with the ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably assured.

 

The Company’s revenue is principally derived from three primary sources: Sales of energy saving flow control equipment, provision of energy project management and sub-contracting services, and provision of energy-saving reconstruction projects.

 

(a)       Sale of products

 

The Company derives a majority of its revenues from the sale of energy saving flow control equipment. Generally, the energy saving flow control equipment is manufactured and configured to customer requirements. The Company typically produces the energy saving flow control equipment for customers over a period from one to six months. When the Company completes production in accordance with the customer’s specification, the customer is required to inspect the finished products at the Company’s plant to approve quality and conformity and make final acceptance. Once the product is accepted by the customer, the Company undertakes delivery to the customer, usually within a month.

 

The Company recognizes revenue from the sale of such finished products upon delivery to the customers, when the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”). The VAT rate is 17%.

 

(b)       Service revenue

 

Service revenue is derived from energy-saving technical services, project management or sub-contracting services. These services are generally billed on a time-cost plus basis, for the period of service provided, which is generally from two to nine months. Revenue is recognized when the service is rendered and accepted by the customer.

 

(c)       Interest income

 

Interest income is recognized on a time apportionment basis, taking into account the principal amounts outstanding and the interest rates applicable.

 

Accounts Receivable

 

Accounts receivable are recorded at the invoiced amount, do not bear interest and are due within the contractual payment terms, generally 30 to 90 days from shipment. Credit is extended based on evaluation of a customer's financial condition, the customer’s credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates each individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivable. The Company will consider an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection has been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

 

 

For most of our contracts, our customers are generally large or stated-owned construction contractors or developers mainly engaged in government-sponsored infrastructure projects such as large hydraulic/aqua-engineering projects, power plants and urban sewage network projects in the PRC. Usually, these infrastructure projects are undertaken in a number of phrases over a certain period of time. Our flow control equipment components are generally considered as major or significant components in the development phase of these infrastructure projects. As is standard in our industry practice, we are paid by these contractors and/or developers when they have been paid by the local government or state-owned enterprises after the full inspection of each milestone during each construction phrase. Given that the construction of these infrastructure projects are very large, complex, and requires a high of quality level at completion, the inspection process may take a considerable amount of time. Therefore, we may not collect the accounts receivable in a timely manner or only after a period longer than our agreed payment terms.

 

We have a high level of assurance on the recoverability of these accounts receivable, based on our ongoing assessment of customers’ credit-worthiness and their payment history. These customers are usually large state-owned corporations with good credit ratings. At the end of each period, we specifically evaluate the structure and collectability of accounts receivable and for receivables that are past due or not being paid according to the payment terms, we take appropriate action to exhaust all means of collection, including seeking legal resolution in a court of law. For customers with large amounts of accounts receivable, we may take other steps, such as limiting sales and changing payment terms and requesting forms of security. We will consider an adjustment to the allowance for doubtful accounts for any estimated losses resulting from the inability of our customers to make required payments.

 

Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers.

 

Product Warranties

 

Under the terms of its contracts, the Company offers a free 12 to 24 months of product warranty on a case-by–case basis, depending upon the type of customer, and the nature and size of the infrastructure project. Under such arrangements, a portion of the project contract balance (usually 5-10% of contract value) is withheld by a customer from 12 to 24 months, until the product warranty has expired. The Company has not experienced any material returns under this warranty provision.

 

Inventories

 

Inventories are stated at the lower of cost or market (net realizable value), with the cost being determined on a weighted average method. Costs include material, labor and manufacturing overhead costs. Quarterly, the Company reviews historical sales activity to determine excess, slow moving items and potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.

 

 

Plant and Equipment

 

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

		Expected useful life				Residual value
Building			30 -50 years				5	%
Plant and machinery			10 – 20 years				5	%
Furniture, fixture and equipment			5 – 8 years				5	%

 

Expenditure for repairs and maintenance is expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 

Land Use Rights

 

All land in the PRC is owned by the PRC government. The government in the PRC, according to the relevant PRC law, may sell the right to use the land for a specified period of time. Thus, the Company’s land purchase in the PRC is considered to be leasehold land and is stated at cost less accumulated amortization and any recognized impairment loss. Amortization is provided over the term of the land use right agreement on a straight-line basis, which is 50 years and will expire in 2059.

 

Income Taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes ” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

Foreign Currencies Translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.

 

The reporting currency of the Company is the United States dollar ("US$"). The Company's subsidiaries in the PRC, Nengfa Energy and Nengfa Smart Valve maintain their books and records in the local currency of the PRC, the Renminbi ("RMB"), which is the primary currency of the economic environment in which these entities operate.

 

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective period:

 

		March 31, 2016				March 31, 2015
Period-end RMB:US$1 exchange rate			6.4479				6.1091
Average period RMB:US$1 exchange rate			6.5395				6.1358

 

RESULTS OF OPERATIONS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

 

REVENUES

 

Total revenues were $1,560,660 for the three months ended March 31, 2016, as compared to $1,181,075 for the corresponding period in 2015. Total revenues increased by $379,585, or 32.14%. The increase in total revenue was primarily due to the delivery of the products from the earlier postponed LXB Water Supply Project.

 

Product Revenues

 

Product revenues are derived principally from the sale of self-manufactured products relating to energy- saving flow control equipment. Product revenues were $1,553,079, or 99.51% of total revenues, for the three months ended March 31, 2016, as compared to $1,142,490, or 96.73% of total revenues, for the corresponding period in 2015. Product revenues increased by $410,589, or 35.94%, as compared to the three months ended March 31, 2015. The increase in product revenue was primarily due to delivery of products from the earlier postponed project that had been delivered to the customer, such as LXB Water Supply Project .

 

Service Revenues

 

Service revenues are derived principally from energy-saving technical services and product collaboration processing services. Service revenues were $7,581, or 0.48% of total revenues for the three months ended March 31, 2016, as compared to $38,585, or 3.27% of total revenues for the corresponding period in 2015. Service revenues decreased by $31,004, or a 80.35% decrease over the same period in 2015. The decrease in service revenue was primarily due to the declined gross margin come from service revenues , therefore the Company intentionally decreased the business relating to subcontract.

 

COSTS AND EXPENSES

 

Cost of Revenues

 

Cost of revenues consists primarily of material costs, direct labor, depreciation and manufacturing overhead, which are directly attributable to the manufacturing of products and the rendering of services. Total cost of revenues was $1,708,835 for the three months ended March 31, 2016, as compared to $894,527 for the corresponding three months in 2015, an increase of $814,308, or approximately 71.19%. The increase in cost of revenues was primarily due to the the longer production cycle of the LXB Water Supply Project, uneven material inputs, coupled with the increased depreciation of the property and equipment, the gross margin is lower in the period. The Company believes that the situation will improve if the production task be increased.

 

 

The overall gross profit for the Company was -$148,175 (-9% margin) for the three months ended March 31, 2016, as compared to a gross profit of $286,548 (24.26% margin) for the corresponding three months in 2015, a decrease of $434,723 or 151.71%, compared to the corresponding period in 2015.

 

Cost of Products

 

Total cost of products was $1,512,140 for the three months ended March 31, 2016, as compared to $883,303 for the corresponding period in 2015, an increase of $628,837, or approximately 71.19%. This increase is primarily due to the longer production cycle of the LXB Water Supply Project, uneven material inputs, coupled with the increased depreciation of the property and equipment.

 

The gross profit for products was $40,939 (2.64% margin) for the three months ended March 31, 2016, as compared to $259,187 (22.69% margin) for the corresponding three months in 2015, a decrease of $218,248 (84.2%). This decrease is primarily due to the financial accounting about the material inputs in the LXB Water Supply Project.

 

Cost of Services

 

The cost of services was $196,695 for the three months ended March 31, 2016, as compared to $11,224 for the corresponding period in 2015, an increase of $185,471 or approximately 1652%. This increase is primarily due to the increased depreciation of the property and equipment in service revenue.

 

The gross profit for services was -$189,114(-2495% margin) for the three months ended March 31, 2016, as compared to $27,361(70.91% margin) for the corresponding period in 2015, a decrease of $216,475.

 

Operating Expenses

 

Total operating expenses were $307,733 for the three months ended March 31, 2016, as compared to $282,306 for the corresponding period in 2015, an increase of $25,427, or approximately 9.01%. The increase of operating expenses is primarily due to the increase in general and administrative fees.

 

Selling and Marketing Expenses

 

The selling and marketing expenses were $12,274 for the three months ended March 31, 2016, as compared to $6,224 for the corresponding period in 2015, an increase of $6,050, or 97.2%. This increase is primarily due to the increase of marketing expenses related to expanding into new markets.

 

General and Administrative Expenses

 

General and administrative expenses were $295,459 for the three months ended March 31, 2016, as compared to $276,082 for the corresponding period in 2015, an increase of $19,377. The increase of general and administrative expenses is primarily due to the increase in IR service fees.

 

INCOME (LOSS) FROM OPERATIONS

 

As a result of the factors mentioned above, loss from operations was $455,908 for the three months ended March 31, 2016, as compared to income from operations of $4,242 for the corresponding three month period in 2015, an absolute decrease of $460,150. This decrease is primarily due to the increase in cost of revenues and in operating expenses over the prior period.

 

 

Other (Expenses) Income

 

Other expense for the three months ended March 31, 2016 was $87,240, as compared to $90,085 for the corresponding period in 2015, a decrease of $2,845. This decrease is primarily due to the decrease in interest expense. As a result, loss before income taxes was $543,148 for the three months ended March 31, 2016, as compared to a loss before income taxes of $85,843 for the corresponding three month period in 2015, an increase of $457,305 .

 

Income Tax Expense

 

For the three months ended March 31, 2016, income tax expense was $0, as compared to $208 for the same period in 2015, a decrease of $208. This decrease was primarily due to the increase of loss before income tax.

 

As of March 31, 2016, the Company’s operations in the United States of America resulted in $3,159,175 of cumulative net operating losses, which can be carried forward to offset future taxable income. The net operating loss carry forward will begin to expire in 2033, if not utilized. The Company has provided for a valuation allowance against the deferred tax assets of $1,074,120 on the expected future tax benefits from the net operating loss carry forward as management believes it is more likely than not that these assets will not be realized in the future.

 

The Company’s effective income tax rate for the three months ended March 31, 2015 was 25%.

 

Net loss

 

As a result of the factors mentioned above, the Company incurred a net loss for the three months ended March 31, 2016 of $543,148, as compared to net loss of $86,051 for the corresponding three month period in 2015, an increase of $457,097. This increase is primarily due to the increase in cost of revenues and operating expenses, partially offset by an increase in revenue.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Operating activities

 

For the three months ended March 31, 2016, net cash used in operating activities was $386,091. This was attributable primarily to net loss of $543,148, adjusted by non-cash items of depreciation and amortization of $291,316, a decrease in accounts and retention receivable by $190,422, an decrease in inventories by $1,027,044, an decrease in prepayment and other receivable by $152,838, a decrease in the accounts payable by $792,739 and an increase in other payable and accrued liabilities by $38,189.

 

We have followed ASC 230-10-45-28 and choose to provide information about major classes of cash flow items by the indirect method. In the statement of cash flows, we have reported the same amount for net cash flow from operating activities indirectly by adjusting net income to reconcile it to net cash flow from operating activities. The reconciliation has separately reported all major classes of reconciling items, for example, changes during the period in accounts receivables pertaining to operating activities, in inventory, and in payables pertaining to operating activities.

 

As of March 31, 2016, the decrease of inventories was primarily due to the delivery of products from the earlier postponed LXB Water Supply Project. It is anticipated that the inventories will be delivered prior to July, 2016.

 

 

As of March 31, 2016, accounts and retention receivable was $8,514,573, 99.37% and 0.63% of the product revenue and service revenue, respectively.

 

The Company is highly aware the risk of default, and as a result, we actively monitor accounts receivable with aging above 1 year and those that account for about 17% of the total accounts receivable, thus there is no significant credit risk. The Company will consider an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. The Company’s accounts and retention receivable aging was as follows:

 

Items		Total				1-90 days				91-180 days				181-365 days				Above 365 days
Product			9,219,467				1,758,331				1,562,067				3,572,864				2,326,205
Service			62,165				-				-				-				62,165
Total			9,281,632				1,758,331				1,562,067				3,572,864				2,388,370
Less: retention			935,983				138,687				132,483				434,999				229,814
Less: allowance for doubtful accounts			767,059				-				-				-				767,059
Accounts receivable, net			7,578,590				1,619,644				1,429,584				3,137,865				1,391,497

 

Most of our customers make payments in accordance with the agreed payment terms in a timely manner. In rare cases, we may offer extended payment terms to certain customers for equipment sales. These customers are usually large state-owned corporations with good credit ratings. At the end of each period, we evaluate the structure and collectability of accounts receivable and for those receivables that are past due or not being paid according to the payment terms. The Company takes appropriate actions to exhaust all means of collection, including seeking legal resolution in a court of law, for our collection efforts. Meanwhile, the Company also adopted strict sales polices according to the signed contracts. The Company evaluated the existing customers and potential customers; as well as reducing their credit in the sales and raising the quality of contracts and controls on the doubtful accounts. This year, we have strengthened the team construction of accounts receivable settlement, and we have organiazed nearly 30 perfessional people to track the accounts receivable and resident the coustomer until the accounts receivable have been recovered.We hope that these measures will improve the collection of the accounts receivable.

 

As of March 31, 2016, the accounts receivable of two customers with aging above 365 days are expected to be collected by the end of September 2016. The Collecting time indicated below:

 

Customer		AR with aging above 365 days				Expected to be collected amount by June 2016				Expected to be collected amount by September 2016
Customer “A”			414,094				160,000				254,094
Customer “B”			1,016,145				200,000				300,000
Customer “C”			468,876				150,000				300,000

 

We offer a free 12 to 24 months of product warranty on a case-by-case basis, depending upon the type of customers, nature and size of the infrastructure projects. Under such arrangements, a portion of the project contract balance (usually 5-10% of contract value) is withheld by a customer from 12 to 24 months, until the product warranty has expired.

 

 

Investing activities

 

For the three months ended March 31, 2016, net cash used in investing activities was -$403,014 which was primarily used in the construction of Phase II in the new facility.

 

In 2008, the Company was approved by the local government to construct a new manufacturing facility for energy-saving products and equipment in Yinzhou District Industrial Park, Tieling City, Liaoning Province, the PRC. Total estimated construction cost of a new manufacturing facility will be approximately $24 million. It covers an area of 81,561 sq. m acres.

 

The first phase of construction project was completed and began its operations in December 2012. The second phase of construction project was completed in 2013 and received the approval of fire security by the local authority in March 2014.The property ownership certificate relating to the completed construction was approved at the end of November, 2015. The remainder of the construction is expected to be fully completed in the third quarter of this fiscal year.

 

Financing activities

 

For the three months ended March 31, 2016, the net financing cash inflow was $45,875.

 

INFLATION

 

We believe that the relatively moderate rate of inflation over the past few years has not had a significant impact on our results of operations.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any material off-balance sheet arrangements.

 

IMPACT OF RECENTLY ISSUED NEW ACCOUNTING STANDARDS

 

We do not expect adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not Applicable.

 

Item 4. Controls and Procedures

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer.  Based on that evaluation and the identification of a material weakness in internal control over financial reporting described below, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, as of March 31, 2016, and during the period prior were not effective.

 

Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive officer and principal financial officer and effected by the Company’s Board of Directors, management and other personnel, 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 and includes those policies and procedures that:

 

 

·

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with management authorization; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Due to the Company’s limited resources, the Company does not have accounting personnel with extensive experience in maintaining books and records and preparing financial statements in accordance with US GAAP which could lead to untimely identification and resolution of accounting matters inherent in the Company’s financial transactions in accordance with US GAAP .This material weakness was identified by our Chief Executive Officer and Chief Financial Officer and our plans for remediation are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on March 28, 2016.

 

Changes in Internal Control over Financial Reporting

 

Subject to the foregoing disclosure, there were no changes in our internal control over financial reporting during the three months ended March 31, 2016 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

  

PART II. OTHER INFORMATION

 

Item 1.       Legal Proceedings.

 

None

 

Item 1A.   Risk Factors

 

Not Applicable

 

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.

 

None

 

Item 3.      Defaults Upon Senior Securities.

 

None.

 

Item 4.      Mine Safety Disclosures

 

Not applicable.

 

Item 5.      Other Information.

 

None.

 

Item 6.      Exhibits.

 

The list of Exhibits , required by Item 601 of Regulation S-K to be filed as a part of this Form 10-Q are set forth on the Exhibit Index immediately preceding such Exhibits and is incorporated herein by this reference.

 

SIGNATURES

 

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

 

	NF Energy Saving Corporation
	(Registrant)
Date: May 16, 2016	By:	/s/ Gang Li
		Gang Li
		Chairman, Chief Executive Officer and President

 

Date: May 16, 2016	By:	/s/ Lihua Wang
		Lihua Wang
		Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

INDEX TO EXHIBITS

 

  

Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14 of  the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Stockholders’ Equity (iv) the Statements of Cash Flows, and (v) the Notes to Financial Statements