It may be difficult to bring and enforce suits against the Company. The Company is a corporation domiciled in British Virgin Islands. None of the Company’s directors and officers are residents of the United States, and all or a substantial portion of their assets are located outside of the United States. As a result, it may be difficult for U.S. holders of the Company’s common shares to effect service of process on these persons within the United States or to enforce judgments obtained in the U.S. based on the civil liability provisions of the U.S. federal securities laws against the Company or its officers and directors. In addition, a shareholder should not assume that the courts outside the United States (i) would enforce judgments of U.S. courts obtained in actions against the Company, its officers or directors predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against the Company, its officers or directors predicated upon the U.S. federal securities laws or other laws of the United States.
A. History and Development of the Company
The Company was incorporated in the State of Colorado on June 17, 1996, under the name Minas Novas Gold Corp., to engage in mining operations. From inception to January 1999, the Company obtained options to acquire various mining properties. On January 29, 1999, the Company abandoned all mining operations and proceeded to acquire all of the issued and outstanding capital stock of Cool Entertainment, Inc., a Washington corporation, in exchange solely for 65% of its outstanding common stock. The acquisition of the Washington Corporation was completed March 1, 1999, and effective February 22, 1999, the Company changed its name to Cool Entertainment, Inc.
From March 1, 1999 to November 2000, the Company was able to generate only a minimal amount of revenues. Realizing that it was undercapitalized and unable to market its services properly, the Company searched for another business opportunity. On February 21, 2001, the Company acquired all of the issued and outstanding capital stock of E-Trend Networks, Inc., a Nevada corporation, in exchange solely for approximately 92% of its common stock. The Company changed its name to E-Trend Networks, Inc., changed its domicile to Delaware, and affected a 1-for-100 reverse split of its issued and outstanding shares of common stock.
On December 26, 2001, an agreement was reached whereby a new organization and management team led by eAngels Equity, LLC would acquire controlling interest in E-Trend Networks, Inc. Effective February 19, 2002, the Company changed its name to Wilmington Rexford, Inc. Prior to the fourth calendar quarter of 2003, the Company operated an online retail website www.EntertainMe.com and through its fulfillment and distribution subsidiary, Langara Entertainment, it offered distribution and fulfillment services to both traditional retail and online merchants.
In October 2003, the Company entered into agreements to exchange its 100% ownership in Langara Entertainment, Inc. and EntertainMe.com for equity stakes in Langara Group, Inc. and Fly.com, Inc.
On February 13, 2004, the Company entered into an agreement with China Merchants DiChain Investment Holdings Limited, pursuant to which the Company spun out as a dividend to the shareholders on a 1 for 1 share basis shares of its wholly-subsidiary, E-Trend Networks, Inc. The agreement provided for the acquisition of a company to be identified by China Merchants DiChain Investment Holdings Limited and a 1-for-20 reverse stock split. The reverse stock split and the change of the Company’s name to China Pharmaceuticals Corporation were affected March 25, 2004.
On May 24, 2004, the Company closed its acquisition of 87.475% of Zhejiang University Pharmaceutical Co., Ltd., a Sino-foreign equity joint venture (“Zheda Pharmacy”), pursuant to the terms of an agreement dated as of May 24, 2004 with the owners of Sheung Tai Investments Limited. The Company issued 13,848,220 shares of its common stock to the owners of Sheung Tai Investments Limited for 100% ownership of that entity. Sheung Tai Investments Limited owns 87.475% of Zheda Pharmacy.
Also on May 24, 2004, the Company issued 31,151,780 shares to China Merchants DiChain Investment Holdings Limited and its designees for approximately $290,000 in debt conversion and assumption of costs of the transaction.
Shortly after the acquisition of Zheda Pharmacy, the Company realized that management of Sheung Tai Investments refused to turn over day-to-day control of the operations of Zheda Pharmacy to management of the Company. The disputes between management of the Company and management of Sheung Tai Investment resulted in litigation and protracted negotiations. In January 2005, the Company relinquished its ownership of Sheung Tai Investments (and therefore Zheda Pharmacy) in exchange for the 13,848,220 shares of the Company’s common stock that originally had been issued to the owners of Sheung Tai Investments.
Effective August 26, 2004, the Company changed its domicile to the British Virgin Islands and its name to China Pharmaceuticals International Corporation. It is governed by the International Business Companies Act, Cap. 291, of the Territory of the British Virgin Islands.
The Company’s registered agent is Victon Registrations Limited Room 502-3 Commercial House, 35 Queen’s Road Central, Hong Kong. The telephone number is 86.755. 3398 3366 and the facsimile number is 86.755.3398 3368. The Company does not have a registered agent in the United States.
On September 21, 2005, the Company issued a total of 45,200,000 shares of its common stock to six buyers. As of the date of this filing, the buyers have not settled the subscription money and $452,000 is still owed to the Company. It is uncertain whether the Company will be able to collect the subscription money. As a result, management has recorded an allowance for doubtful stock subscriptions receivable of $452,000 to reflect this uncertainty. Pursuant to its Articles of Association, the Company may, upon written notice to the six buyers, treat the unpaid for shares as cancelled shares, but has not opted to do so as of the date of this filing. Furthermore, pursuant to the subscription agreements, the Company accrued interest on the Subscription Receivable at the rate of Hong Kong Prime plus 2% from September 28, 2005 through December 31, 2005, for a total of $11,350. However, in estimating uncollectible accounts, management recorded an allowance for doubtful accounts of $11,350. As of December 31, 2010 the balance was written off.
On September 9, 2008, the company changed its name to China Heli Resource Renewable Incorporated. The company’s new address is 7/F, Nan Jue Tower, East Nan Hu Road, Shui Mo Gou District, Urumqi, Xin Jiang Province, P. R. China.
On September 17, 2008, the company executed a 100:1 reverse stock split on the common stock. As a result, the total number of issued and outstanding shares was reduced from 87,196,351 to 872,551 shares. This is inclusive of issuance of 587 shares of common stocks as fractional shares.
On June 11, 2010 the Company issued 140,000 shares of stock for accrued salary in the amount of $21,000.
B. BUSINESS OVERVIEW
For the financial years ended September 30, 2002 and 2003, the Company operated an online entertainment media retail website http://www.EntertainMe.com and through its fulfillment and distribution subsidiary, Langara Entertainment, it offered distribution and fulfillment services to both traditional retail and online merchants. Since October 2003, the Company has not engaged in business activities. As of the time of this filing, the Company has not created a plan for future operations.
C. ORGANIZATIONAL STRUCTURE
As of the date of this annual report, the Company has no subsidiaries.
D. PROPERTY, PLANT AND EQUIPMENT
The Company’s corporate office was located at Unit 3611, 36/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong from January 1, 2005 to December 30, 2005. The Company shares the offices of China Merchants DiChain and was allocated HK$15,000 (US$1,923 as of October 01, 2005) as its pro rata share of the cost of the facility. Beginning on October 1, 2005, the Company’s corporate office was located at Room A, F/22, Noble Center, 3 rd Fu Zhong Road, Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R. China. The Company shared the offices of DC Capital Management, Inc. and was allocated HK$13,400 (US$1,718 as of January 01, 2006) as its’ pro rata share of the cost of the facility. Since January 1, 2008, the Company’s corporate office has been located at 7/F, Nan Jue Tower, East Nan Hu Road, Shui Mo Gou District, Urumqi, Xin Jiang Province, P.R.China. The Company shares the office of Farsight Holdings Ltd and is allocated 10,200 RMB (US $1,500) per month as its pro rata share of the cost of the facility. There is no written agreement regarding this office sharing arrangement. It currently has 2 employees but does not have any operations.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of the results of operations of the Company for the years ended December 31, 2011, 2010, 2009, 2008 and 2007 should be read in conjunction with the financial statements of the Company and related notes included therein.
- 5 -
OVERVIEW
From February 21, 2001 to October 2003, the Company operated an online entertainment media retail website www.EntertainMe.com and through its fulfillment and distribution subsidiary, Langara Entertainment, offered distribution and fulfillment services to both traditional retail and online merchants. In October 2003, the Company entered into agreements to exchange its 100% ownership in Langara Entertainment, Inc. and EntertainMe.com for an equity stakes in Langara Group, Inc. and Fly.com, Inc.
On February 13, 2004, the Company entered into an agreement with China Merchants DiChain Investment Holdings Limited, pursuant to which the Company spun out as a dividend to the shareholders on a 1 for 1 share basis shares of its wholly-subsidiary, E-Trend Networks, Inc. The agreement provided for the acquisition of a company to be identified by China Merchants DiChain Investment Holdings Limited and a 1-for-20 reverse stock split. The reverse stock split and the change of the Company’s name to China Pharmaceuticals Corporation were affected March 25, 2004.
On February 20, 2004, the Company changed its fiscal year end to December 31.
For the year ended December 31, 2011, the Company’s auditors, in Note H of the Financial Statements, have noted that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s existence is dependent upon management funding operations and raising sufficient capital. At this point in time, it is impossible to state an amount of additional funding which the Company believes would remove the going concern opinion.
OPERATING RESULTS
Year Ended December 31, 2011 Compared to Year Ended December 31, 2010
The Company did not have any business operations during the twelve months ended December 31, 2011 or 2010. Despite the disposition of these business operations, the Company continued to incur general and administrative expenses to maintain the Company’s existence as a reporting company with the Securities and Exchange Commission whose stock is traded on the OTC Bulletin Board. Total operating expenses and net loss were $78,867 for the year ended December 31, 2011, $99,635 for the year ended December 31, 2010, $214,307 for the year ended December 31, 2009, $67,221 for the year ended December 31, 2008, and $68,503 for the year ended December 31, 2007. General and administrative expense decreased as a result of a decrease in salary expense compared to 2010.
Year Ended December 31, 2009 Compared to Year Ended December 31, 2008 and 2007
The Company did not have any business operations during the twelve months ended December 31, 2009, 2008, or 2007. The Company continued to incur general and administrative expenses to maintain the Company’s existence as a reporting company with the Securities and Exchange Commission whose stock is traded on the OTC Bulletin Board. Total operating expenses and net loss were each $214,307 for the year ended December 31, 2009, $67,221 for the year ended December 31, 2008, and $68,503 for the year ended December 31, 2007.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2011, the Company had no cash, the same as December 31, 2010. The Company used cash of $38,867 for operating activities. Cash was provided by advances from related parties in the sum of $38,867.
As of December 31, 2008, the Company had a debt recorded in the amount of $375,244 payable to eAngels EquiDebt Partners (“eAngels”). The outstanding balance bore interest at 10% per year and had accrued interest for the years ended December 31, 2008 and 2007 of $187,621 and $150,097 respectively. The Company has disputed their liability for this debt since 2005 and has provided documentary evidence showing that this obligation was fully satisfied as part of the share exchange transaction executed on February 13, 2004. The liability of $375,244 and accrued interest in the amount of $187,622 has been removed from the balance sheet as of December 31, 2009.
As of December 31, 2008, the Company had a note payable in the amount of $100,000 recorded. The note bore interest at 10% per year and had accrued interest for the years ended December 31, 2008, and 2007 of $56,274 and $46,274 respectively. The Company has disputed their liability for this debt. The Company has disputed their liability for this debt since 2005 and has provided documentary evidence showing that this obligation was fully satisfied as part of the share exchange transaction executed on February 13, 2004. The liability of $100,000 and accrued interest in the amount of $56,274 has been removed from the balance sheet as of December 31, 2009.
- 6 -
A legal opinion has been provided by the attorney who facilitated the distribution of monies per the share exchange agreement and this document is provided as part of this filing as Exhibit 5.1.
There are no material commitments for capital expenditures during fiscal 2011. Other than the intercompany advances from Farsight Holdings, Ltd. which have been made on an interest-free basis, with no fixed term or repayment date, there is no debt owed by the Company.
TREND INFORMATION
The Company is not aware of any trends that might affect its financial results or business.
OFF-BALANCE SHEET ARRANGEMENTS
The Company had no off-balance sheet financing arrangements as of December 31, 2011.
CONTRACTUAL OBLIGATIONS
The Company does not have any contractual obligations as of December 31, 2011.
Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
The names, positions held with the Company and terms of office of each director and officer of the Company as of the date of this annual report, are as follows:
| | |
Name | Position with the Company | Term of Office (for each office held) |
| | |
Di Fan | Chief Executive Officer President Acting Chief Financial Officer Director | July 2004 to August 2007, June 2009 to present August 2006 to present February 2004 to present |
| | |
Fu Li | Assistant President Corporate Secretary Director | August 2007 to present August 2005 to present July 2006 to present |
| | |
Hu DongYang | Chief Executive Officer President Acting Chief Financial Officer Director | September 2008 to June 2009 |
| | |
Li JuXing | Director | September 2008 to June 2009 |
| | |
Fan Qing | Director | May 2010 to Present |
Each officer’s and director’s term of office shall expire at the Company’s next annual general meeting. The Company does not have an executive committee, audit committee, or a compensation committee.
There are no family relationships between any directors or executive officers of the Company. To the best of the Company’s knowledge, there are no arrangements or understandings with major shareholders or others, pursuant to which any of the Company’s officers or directors was selected as an officer or director of the Company.
Set forth below are brief descriptions of recent employment and business experience of the Company’s officers and directors, each of whom devote on average approximately 15 hours per week to the business of the Company.
- 7 -
Dr. Fan Di
Since July 2004, Dr. Fan has served as the Company’s President and Chief Executive Officer. He has been a Director since February 2004. Dr. Fan assumed the role of acting Chief Financial Officer in August 2006. Dr. Fan is responsible for overseeing the Company’s strategic development. Since April 2003, Dr. Fan has served as the Chairman, Chief Executive Officer and an Executive Director of China Technology Global Corporation, a British Virgin Islands corporation whose stock is traded on the OTC Bulletin Board and registered under the Securities Exchange Act of 1934. Since April 2002, Dr. Fan has served as the Chairman and Chief Executive Officer of China Merchants DiChain (Asia) Limited, a company listed on the Stock Exchange of Hong Kong, Limited. From December 1999 to April 2002, he served as an Executive Director and Chief Financial Officer of China Merchants Group. Dr. Fan has substantial experience in financial management and business management. He holds a Ph.D. in Business Administration from the University of Southern California.
Fu Li
Since August 2005, Ms. Fu has served as Assistant President of the Company. Ms. Fu has worked for China Merchants DiChain Group, which is the ultimate controlling shareholder of the Company since October, 2002. Since July 2006, she has served as the secretary of the Company, and she also served as the secretary of China Technology Global Corporation since July 2006. She obtained a Bachelors Degree and Masters Degree from Hua Qiao Foreign Language University and Newport University.
Fan Qing
Since May 2010, Ms. Fan has served as Director of the Company. She obtained a Bachelors Degree and Masters Degree in Finance and Economics from the University of DaLian and Northeast University.
B. COMPENSATION
During the fiscal year ended December 31, 2010, the directors and officers of the Company, as a group, had received or charged the Company a total of $42,000 for services rendered by the directors and officers or companies owned by the individuals. 140,000 shares of stock, valued at $21,000 ($.15 per share), were issued on June 11, 2010 for accrued salary earned by the employees of the Company. No amounts were set aside or accrued by the Company to provide pension, retirement or similar benefits.
C. BOARD PRACTICES
TERMS OF DIRECTORS AND EXECUTIVE OFFICERS
Our board consists of three directors. Any vacancy on our board resulting from death, resignation, removal or other cause, may be filled either by the affirmative vote of a majority of all the directors then in office (even if less than a quorum) .
INDEPENDENCE OF DIRECTORS
Not applicable.
BOARD COMMITTEES
Not applicable.
AUDIT COMMITTEE
Not applicable
D. EMPLOYEES
As of December 31, 2011, the Company had two full-time employees in the area of management and administration.
E. SHARE OWNERSHIP
The following table sets forth certain information regarding ownership of the Company’s common shares by the Company’s officers and directors as of March 27, 2012.
- 8 -
| | | |
Title of Class | Name and Address of Owner | Shares and Rights Beneficially Owned or Controlled (1) | Percent Of Class (1) |
| | | |
Common Stock | Fan Di (2) Room A, F/22, Noble Center, 3 rd Fu Zhong Road, Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R. China | 400,000 | 22.7.0% |
| | | |
Common Stock | Fu Li Room A, F/22, Noble Center, 3 rd Fu Zhong Road, Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R. China | 160,000 | 9.1% |
| |
(1) | Where persons listed on this table have the right to obtain additional shares of common stock through the exercise of outstanding options or warrants within 60 days from December 31, 2011, these additional shares are deemed to be outstanding for the purpose of computing the percentage of common stock owned by such persons, but are not deemed to be outstanding for the purpose of computing the percentage owned by any other person. Based on 1,763,339 shares of common stock outstanding as of December 31, 2011. |
| |
(2) | These shares are held by China Merchants DiChain Investment Holdings Limited. As Dr. Fan is a director of China Merchants DiChain Investment Holdings Limited and a director of the sole controlling shareholder of China Merchants DiChain Investment Holdings Limited, he is deemed to be beneficial owner of these shares. |
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
| | | |
Title of Class | Name and Address of Owner | Shares and Rights Beneficially Owned or Controlled (1) | Percent Of Class (1) |
| | | |
Common Stock | China Merchants DiChain Investment Holdings Limited (2) Room A, F/22, Noble Center, 3 rd Fu Zhong Road, Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R. China | 235,885 | 13.4% |
| | | |
Common Stock | Dr. Fan Di (2) Room A, F/22, Noble Center, 3 rd Fu Zhong Road, Fu Tian District, Shen Zhen, 518026, Guang Dong Province, P. R. China | 400,000 | 22.7% |
| | | |
Common Stock | Farsight Holding LTD Commerce Chambers Road Town BVI | 800,404 | 45.4% |
| | | |
Common Stock | Asian Century Development Limited C/O 16F Chinese Bank Building, 61 Des Veoux Road Central Hong Kong | 69,295 | 3.1% |
| |
(1) | Based on 1,763,339 shares of common stock outstanding as of December 31, 2011. |
| |
(2) | These shares are held of record by China Merchants DiChain Investment Holdings Limited. As Dr. FAN is a director of China Merchants DiChain Investment Holdings Limited and a director of the sole controlling shareholder of China Merchants DiChain Investment Holdings Limited, he is deemed to be beneficial owner of these shares. |
- 9 -
CONTROL BY FOREIGN GOVERNMENT OR OTHER PERSONS
As of December 31, 2011 the Company was 13.4% indirectly owned by DiChain Investment Holdings Limited, an investment holding company located in Hong Kong. 45.5% of the company is directly owned by Farsight Holdings LTD an holding company located in the British Virgin Islands.
None of the Company’s common shareholders has different voting rights than any of the Company’s other common shareholders.
CHANGE IN SHAREHOLDINGS
China Merchants DiChain Investment Holdings Limited issued totally 45,200,000 shares (pre-split) on 21 September 2005 at US$0.01 each to six companies as listed in item#7. Subsequent to the 1:100 reverse split, the holdings of China Merchants DiChain Investment Holdings Limited’s shareholding have been diluted to 27% from 64.3%. As of December 31, 2011, the holdings of China Merchants DiChain Investment Holdings Limited were 235,885 shares or 13.4% of the outstanding shares.
CHANGE OF CONTROL
As of the date of this annual report, there are no arrangements known to the Company that may at a subsequent date result in a change of control of the Company
UNITED STATES SHAREHOLDERS
As of December 31, 2011, there were 77 registered holders of the Company’s common shares in the United States, with combined holdings of 68,729 shares representing 3.0% of the issued shares of the Company. In addition, CEDE & Co held 43,940 shares of record, representing 2.0% of the issued shares of the Company. The Company does not know how many beneficial shareholders it has in the United States, but management believes there are less than 300 such shareholders.
B. RELATED PARTY TRANSACTIONS.
Other than as disclosed below, for the period from December 31, 2007 through December 31, 2011, the Company has not entered into any transactions or loans between the Company and any (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individuals’ family; (d) key management personnel and close members of such individuals’ families; or (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.
The Company has shared the offices of Farsight Holdings, Ltd. since January 2008 and is allocated 10,200 RMB (US $1,500) per month as its pro rata share of the cost of the facility. There is no written agreement regarding this office sharing arrangement.
China Technology Global Corporation, a company indirectly owned by DiChain Holdings Limited, and China Merchants DiChain (Asia) Limited (“China Merchants DiChain”) have advanced $205,708 and $197,128 to the Company, respectively, since October 1, 2003. These advances have been made on an interest-free basis, with no fixed term or repayment date. DiChain Holdings Limited and DC Capital Management, Inc., companies sharing mutual ownership with the Company, have advanced $26,790 and $45,000 to the Company, respectively, since January 1, 2005. These advances have been made on an interest-free basis, with no fixed term or repayment date. Farsight Holdings Limited, an affiliate of the Company, has advanced $46,000 since January 1, 2006. These advances have been made on an interest-free basis, with no fixed term or repayment date.
On August 16, 2007 the company issued 7,437,514 common shares (pre-split) as payment for the above related company payables. The stock was issued at the most recent stock sale of $.07 per share for a total value of $520,626
Farsight Holdings Limited, an affiliate of the Company, has advanced $36,092 since Jan 1, 2011. These advances have been made on an interest-free basis, with no fixed term or repayment date.
C. INTERESTS OF EXPERTS AND COUNSEL.
Not applicable.
- 10 -
ITEM 8. FINANCIAL INFORMATION
A. FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION
| |
Description | Page |
| |
China Heli Resource Renewable Incorporated Financial Statements | |
| |
Reports of Independent Registered Public Accounting Firm- Lake & Associates CPA’s LLC | F-1 |
Balance Sheets as of December 31, 2011, 2010, 2009, 2008, and 2007 | F-2 |
Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2011, 2010, 2009, 2008, and 2007 | F-3 |
Statements of Stockholders’ Equity for the Years Ended December 31, 2011, 2010, 2009, 2008, and 2007 | F-4 |
Statements of Cash Flows for the Years Ended December 31, 2011, 2010, 2009, 2008, and 2007 | F-5 |
Notes to Financial Statements | F-6 to F-11 |
LEGAL PROCEEDINGS
The Company knows of no material, active or pending legal or arbitration proceedings against it; nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no legal or arbitration proceedings (including governmental proceedings pending or known to be contemplated) which may have, or have had in the recent past, significant effects on the Company’s financial position or profitability.
DIVIDEND POLICY
The Company has not paid any dividends on its common shares and does not intend to pay dividends on its common shares in the immediate future. Any decision to pay dividends on its common shares in the future will be made by the board of directors on the Company on the basis of earnings, financial requirements and other such conditions that may exist at that time.
B. SIGNIFICANT CHANGES.
None.
ITEM 9. THE OFFER AND LISTING
A. OFFERING AND LISTING DETAILS.
Not Applicable
B. PLAN OF DISTRIBUTION.
Not applicable
C. MARKETS.
Not applicable
D. SELLING SHAREHOLDERS.
Not applicable.
E. DILUTION.
Not applicable.
F. EXPENSES OF THE ISSUE.
Not applicable.
- 11 -
ITEM 10. ADDITIONAL INFORMATION.
A. SHARE CAPITAL.
Not applicable
B. MEMORANDUM AND ARTICLES OF ASSOCIATION.
The Company is incorporated in the Territory of the British Virgin Islands under the International Business Companies Act, Cap. 291, IBC No. 569163. The Company’s objects and purposes, found in paragraph 4 of the Memorandum of Association, are general in nature and permit the Company to engage in any business, acts, or activities which are not prohibited under any law for the time being in force in the British Virgin Islands.
There are no provisions in the Company’s Articles of Association that limit a director’s power to vote on a matter in which he is materially interested, to vote compensation to himself or any other director in the absence of an independent quorum, or to vote on matters regarding borrowings by the Company. There are no retirement age requirements, and there are no shareholding requirements to qualify as a director.
The Company has only one class of stock: ordinary (or common) shares. The holders of ordinary shares do not have dividend rights, are entitled to one vote for each share held of record on all matters submitted to the stockholders, do not have rights to share in the Company’s profits, have rights to share in any surplus in the event of liquidation, do not have redemption or sinking fund provisions, are not liable to further capital calls by the Company, and are not subject to any provisions discriminating against any existing or prospective holder of such securities as a result of such shareholder owning a substantial number of shares.
In order to change the rights of holders of any class of the Company’s stock, the Memorandum of Association must be amended by a majority vote of the Company’s shareholders and of the holders of any class of stock whose rights are changed.
Annual or special meetings of the Company’s shareholders are called by the directors at any time or place of their choosing and must be called upon the written request of shareholders holding ten percent (10%) or more of the outstanding shares of the Company’s common stock. At least seven days notice of a shareholders’ meeting must be given. A shareholder may be represented at a meeting by a proxy who may speak and vote on behalf of the shareholder.
There are no limitations on the rights to own the Company’s securities or the rights of non-residents or foreign shareholders to hold or exercise voting rights on the securities imposed by foreign law or the Company’s constituent documents.
There are no provisions in the Company’s Memorandum or Articles of Association that would have an effect on delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or any of its subsidiaries.
There are no provisions in the Company’s Articles of Association governing an ownership threshold above which shareholder ownership must be disclosed.
With regard to the foregoing matters, the laws in the British Virgin Islands are not significantly different than those in the United States.
There are no conditions in the Memorandum and Articles of Association governing changes in the Company’s capital or changes in the rights of holders of any class of its stock that are more stringent than is required by law.
C. MATERIAL CONTRACTS.
We have not entered into any material contracts related to our business operations other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” and in “Item 7. Major Shareholders and Related Party Transactions” or elsewhere in this annual report.
D. EXCHANGE CONTROLS.
The Company’s business is conducted in and from Hong Kong and the People’ Republic of China (the “PRC”) in Hong Kong dollars and the PRC Renminbi. Periodic reports made to U.S. shareholders are expressed in U.S. dollars using the then-current exchange rates.
- 12 -
The PRC Government imposes foreign currency control in part through direct regulation of the conversion of Renminbi into foreign exchange and through foreign trade restrictions. The conversion of the Renminbi into U.S. dollars must be based on the People’s Bank of China (“PBOC”) Rate. The PBOC Rate is set based on the previous day’s PRC interbank foreign exchange market rate and with reference to current exchange rates on the world financial markets. In line with the unification of the two exchange rates, the Renminbi was revalued at HK$1.00=RMB1.12 and US$1.00=RMB8.70 on January 3, 1994. Since revaluation, the exchange rate has fluctuated between a range of US$1.00 = RMB6.80 and US$1.00 = RMB8.70.
The Hong Kong dollar is freely convertible into the U.S. dollar. Since October 17, 1983, the Hong Kong dollar has been pegged to the U.S. dollar at HK$7.80 to US$1.00. The central element in the arrangements for the peg is an agreement between the Hong Kong government and the three Hong Kong banknote issuing banks, HSBC, Standard Chartered Bank and the Bank of China. Under the agreement, certificates of indebtedness, which are issued by the Hong Kong Government Exchange Fund to the banknote issuing bank to be held as cover for their banknote issues, are issued and redeemed only against payment in U.S. dollars, at the fixed exchange rate of US$1.00 = HK$7.80. When the bank notes are withdrawn from circulation, the banknote issuing banks surrender the certificates of indebtedness to the Hong Kong Government Exchange Fund and are paid the equivalent of U.S. dollars at the fixed rate. Exchange rates between the Hong Kong dollar and other currencies are influenced by the linked rate between the U.S. dollar and the Hong Kong dollar.
The market exchange rate of the Hong Kong dollar against the U.S. dollar continues to be determined by the forces of supply and demand in the foreign exchange market. However, against the background of the fixed rate system which applies to the issue of Hong Kong currency in the form of bank notes, as described above, the market exchange rate has not deviated significantly from HK$7.80 to US$1.00. See “Selected Financial Data” in Item 3 of this annual report. The Hong Kong government has stated its intention to maintain the link at that rate. The Hong Kong government has stated that is has no intention of imposing exchange controls in Hong Kong and that the Hong Kong dollar will remain freely convertible into other currencies (including the U.S. dollar). The PRC and the United Kingdom agreed in 1984 pursuant to the Joint Declaration of the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the People’s Republic of China on the Question of Hong Kong (“the Joint Declaration”) that, after Hong Kong became a special administrative region of the PRC (the “SAR”) on July 1, 1997, the Hong Kong dollar will continue to circulate and remain freely convertible. However, no assurance can be given that the SAR government will maintain the peg at HK$7.80 to US$1.00, if at all.
E. TAXATION.
There are no British Virgin Islands (“BVI”) governmental laws, decrees or regulations affecting the remittance of dividends or other payments to nonresident holders of the Company’s securities. U.S. holders of the Company’s securities are subject to no taxes or withholding provisions under existing BVI laws and regulations. By reason of the fact that the Company conducts no business within the BVI, there are no applicable reciprocal tax treaties between the BVI and the U.S. that would affect the preceding statement that there are no BVI taxes, including withholding provisions, to which U.S. security holders are subject under existing laws and regulations of the BVI.
F. DIVIDENDS AND PAYING AGENTS.
Not applicable.
G. STATEMENT BY EXPERTS.
Not applicable.
H. DOCUMENTS ON DISPLAY.
The constituent documents concerning the Company may be inspected at the offices of its U.S. counsel, Dill Dill Carr Stonbraker & Hutchings, P.C., 455 Sherman Street, Suite 300, Denver, Colorado 80203, Attn.: Fay M. Matsukage, Esq.
The Company’s documents publicly filed with the Securities and Exchange Commission may also be viewed and inspected at the SEC’s Public Reference Room located at 100 F Street, N.E., Room 1580, Washington, DC 20549. Copies may also be obtained from the SEC at prescribed rates.
I. SUBSIDIARIES INFORMATION.
Not applicable.
- 13 -
ITEM 11. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY
Not applicable.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15. CONTROLS AND PROCEDURES.
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this annual report, being December 31, 2011, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our company’s Chief Executive Officer and our Chief Financial Officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report.
Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief Executive Officer and our Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our company’s internal control over financial reporting is defined as a process 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. Internal control over financial reporting includes policies and procedures that:
| | |
| · | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions |
| | |
| · | provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
| | |
| · | provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements. |
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, 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.
- 14 -
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2011 based on the framework for Internal Control-Integrated Framework set forth by The Committee of Sponsoring Organizations of the Tread way Commission. Based on this evaluation, our management concluded that our company’s internal controls over financial reporting were effective as of December 31, 2011.
This management report on internal control over financial reporting shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that Section.
This annual report does not include an attestation report of our 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 Commission that permit us to provide only management’s report in this Annual report.
There have been no changes in our company’s internal controls over financial reporting during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 16. [Reserved]
Not applicable.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that the Company has at least one member who is a financial expert, Dr. Fan Di. Dr. Fan is not considered to be an “independent director” as that term is defined in Rule 4200(a) (15) of the National Association of Securities Dealers.
ITEM 16B. CODE OF ETHICS
The Company has not yet adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. Given the Company’s current operations, management does not believe a code of ethics is necessary at this stage of the Company’s development.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
For the fiscal years ended December 31, 2011 and December 31, 2010, the Company’s principal accountant billed $6.000 and $6.000, respectively, for the audit of the Company’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
AUDIT RELATED FEES
For the fiscal years ended December 31, 2011 and December 31, 2010, the Company’s principal accountant billed $nil and $nil, respectively, for assurance and related services that were reasonably related to the performance of the audit or review of the Company’s financial statements outside of those fees disclosed above under “Audit Fees”.
TAX FEES
For the fiscal years ended December 31, 2011 and December 31, 2010, the Company’s principal accountant billed $nil and $nil, respectively, for tax compliance, tax advice, and tax planning services.
ALL OTHER FEES
For the fiscal years ended December 31, 2011 and December 31, 2010, the Company’s principal accountant billed $nil and $nil, respectively, for products and services other than those set forth above.
- 15 -
PRE-APPROVAL POLICIES AND PROCEDURES
Prior to engaging the Company’s accountants to perform a particular service, the Company’s board of directors obtains an estimate for the service to be performed. The Company’s board of directors reviews and pre-approves all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services provided by the Company’s external auditors. The board of directors in accordance with procedures for the Company approved all of the services described above.
At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the waiver in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS
Not applicable.
PART III
ITEM 17. FINANCIAL STATEMENTS
See Item 18.
ITEM 18. FINANCIAL STATEMENTS
China Heli Resource Renewable Incorporated Financial Statements
| |
Description | Page |
| |
Reports of Independent Registered Public Accounting Firm- Lake & Associates CPA’s LLC | F-1 |
Balance Sheets as of December 31, 2011, 2010, 2009, 2008, and 2007 | F-2 |
Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2011, 2010, 2009, 2008, and 2007 | F-3 |
Statements of Stockholders’ Equity for the Years Ended December 31, 2011, 2010, 2009, 2008, and 2007 | F-4 |
Statements of Cash Flows for the Years Ended December 31, 2011, 2010, 2009, 2008, and 2007 | F-5 |
Notes to Financial Statements | F-6 |
- 16 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of China Heli Resource Renewable Inc.
We have audited the accompanying balance sheets of China Heli Resource Renewable Inc. (the “Company”) as of December 31, 2011 and 2010 and related statements of operations, stockholders’ deficit, comprehensive income and cash flows for the years ending December 31, 2011 and 2010. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the 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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Heli Resource Renewable Inc. as of December 31, 2011 and 2010 and the results of its operations and its cash flows for years ended December 31, 2011 and 2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note G, the Company has suffered accumulated deficit and negative cash flow from operations that raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Lake & Associates, CPA’s LLC
Lake & Associates, CPA’s LLC
Schaumburg, Illinois
May 10, 2012
1905 Wright Boulevard
Schaumburg, IL 60193
Phone: 847.524.0800
Fax: 847.524.1655
F-1
CHINA HELI RESOURCE RENEWABLE INCORPORATED
BALANCE SHEETS
As of December 2011, 2010, 2009, 2008, 2007
| | | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | |
| | 2011 | | 2010 | | 2009 | | 2008 | | 2007 | |
CURRENT ASSETS | | | | | | | | | | | | | | | | |
Investment | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
| | | | | | | | | | | | | | | | |
TOTAL ASSETS | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS EQUITY (Deficit) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Other payables and accrued liabilities | | | 246,780 | | | 267,781 | | | 225,781 | | | 666,830 | | | 622,458 | |
Advances from related parties | | | 36,867 | | | 117,417 | | | 80,782 | | | 44,567 | | | 21,717 | |
Note payable | | | — | | | — | | | — | | | 100,000 | | | 100,000 | |
TOTAL LIABILITIES | | | 283,647 | | | 385,198 | | | 306,563 | | | 811,397 | | | 744,175 | |
| | | | | | | | | | | | | | | | |
STOCKHOLDERS EQUITY (DEFICIT) | | | | | | | | | | | | | | | | |
Paid-in Capital, no par value, 500,000,000 shares authorized 2,215,339 as of 2011, 1,012,551 as of 2010, 872,551 as of 2009 and 2008, 871,963 shares issued and outstanding as of 2007 | | | 6,871,864 | | | 6,691,446 | | | 6,670,446 | | | 5,951,305 | | | 5,951,305 | |
Stock subscriptions receivable | | | — | | | (452,000 | ) | | (452,000 | ) | | (452,000 | ) | | (452,000 | ) |
Allowance for doubtful stock subscriptions receivable | | | — | | | 452,000 | | | 452,000 | | | 452,000 | | | 452,000 | |
Retained Earnings (Deficit) | | | (7,155,511 | ) | | (7,076,644 | ) | | (6,977,009 | ) | | (6,762,702 | ) | | (6,695,480 | ) |
TOTAL STOCKHOLDERS EQUITY (DEFICIT) | | | (283,647 | ) | | (385,198 | ) | | (306,563 | ) | | (811,397 | ) | | (744,175 | ) |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
The accompanying notes are an integral part of these financial statements
F-2
CHINA HELI RESOURCE RENEWABLE INCORPORATED
STATEMENT OF OPERATIONS
For The Years Ended December 31, 2011, 2010, 2009, 2008, 2007
| | | | | | | | | | | | | | | | |
| | 2011 | | 2010 | | 2009 | | 2008 | | 2007 | |
REVENUES | | | | | | | | | | | | | | | | |
Sales | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
Cost of Sales | | | — | | | — | | | — | | | — | | | — | |
GROSS PROFIT | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | |
General and administrative expenses | | | 78,867 | | | 99,635 | | | 214,307 | | | 67,221 | | | 68,503 | |
| | | | | | | | | | | | | | | | |
TOTAL OPERATING EXPENSES | | | 78,867 | | | 99,635 | | | 214,307 | | | 67,221 | | | 68,503 | |
| | | | | | | | | | | | | | | | |
OPERATING INCOME (LOSS) | | | (78,867 | ) | | (99,635 | ) | | (214,307 | ) | | (67,221 | ) | | (68,503 | ) |
| | | | | | | | | | | | | | | | |
INCOME FROM CONTINUING OPERATIONS | | | (78,867 | ) | | (99,635 | ) | | (214,307 | ) | | (67,221 | ) | | (68,503 | ) |
| | | | | | | | | | | | | | | | |
NET INCOME (LOSS) | | | (78,867 | ) | | (99,635 | ) | | (214,307 | ) | | (67,221 | ) | | (68,503 | ) |
| | | | | | | | | | | | | | | | |
OTHER COMPREHENSIVE (LOSS) INCOME | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | |
COMPREHENSIVE LOSS | | $ | (78,867 | ) | $ | (99,635 | ) | $ | (214,307 | ) | $ | (67,221 | ) | $ | (68,503 | ) |
| | | | | | | | | | | | | | | | |
NET LOSS COMMON PER SHARE | | | | | | | | | | | | | | | | |
Basic and Fully Dilluted | | $ | (0.05 | ) | $ | (0.10 | ) | $ | (0.25 | ) | $ | (0.08 | ) | $ | (0.08 | ) |
| | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED | | | 1,569,390 | | | 950,798 | | | 872,551 | | | 825,470 | | | 825,301 | |
The accompanying notes are an integral part of these financial statements
F-3
CHINA HELI RESOURCE RENEWABLE INCORPORATED
STATEMENT OF STOCKHOLDERS’ EQUITY
As of December 2011, 2010, 2009, 2008, 2007
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Allowance | | | | | | | |
| | | | | | | | | | | For Doubtful | | | | | | | |
| | | | | | | | Stock | | Stock | | | | | | | |
| | | Common Stock | | Subscriptions | | Subscriptions | | Retained | | | | |
| | | Shares | | Amount | | Receivable | | Receivable | | (Deficit) | | Total | |
| | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2006 | | | 797,588 | | $ | 5,430,679 | | $ | (452,000 | ) | $ | 452,000 | | $ | (6,626,977 | ) | $ | (1,196,298 | ) |
| | | | | | | | | | | | | | | | | | | |
Issuance of stock for services and debt | | | 74,375 | | | 520,626 | | | — | | | — | | | — | | | 520,626 | |
| | | | | | | | | | | | | | | | | | | |
Net Income (Loss) for the Year | | | — | | | — | | | — | | | — | | | (68,503 | ) | | (68,503 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2007 | | | 871,963 | | | 5,951,305 | | | (452,000 | ) | | 452,000 | | | (6,695,480 | ) | | (744,175 | ) |
| | | | | | | | | | | | | | | | | | | |
100:1 Reverse split fractional shares | | | 587 | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | |
Net Income (Loss) for the Year | | | — | | | — | | | — | | | — | | | (67,221 | ) | | (67,221 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2008 | | | 872,551 | | | 5,951,305 | | | (452,000 | ) | | 452,000 | | | (6,762,702 | ) | | (811,397 | ) |
| | | | | | | | | | | | | | | | | | | |
Reduction of outstanding liabilities (see notes D and E) | | | — | | | 719,141 | | | — | | | — | | | — | | | 719,141 | |
| | | | | | | | | | | | | | | | | | | |
Net Income (Loss) for the Year | | | — | | | — | | | — | | | — | | | (214,307 | ) | | (214,307 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2009 | | | 872,551 | | | 6,670,446 | | | (452,000 | ) | | 452,000 | | | (6,977,009 | ) | | (306,563 | ) |
| | | | | | | | | | | | | | | | | | | |
Shares Issued for Accrued Salary | | | 140,000 | | | 21,000 | | | — | | | — | | | — | | | 21,000 | |
| | | | | | | | | | | | | | | | | | | |
Net Income (Loss) for the Year | | | — | | | — | | | — | | | — | | | (99,635 | ) | | (99,635 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2010 | | | 1,012,551 | | | 6,691,446 | | | (452,000 | ) | | 452,000 | | | (7,076,644 | ) | | (385,198 | ) |
| | | | | | | | | | | | | | | | | | | |
Shares Issued for Accrued Salary | | | 420,000 | | | 63,000 | | | — | | | — | | | — | | | 63,000 | |
| | | | | | | | | | | | | | | | | | | |
Shares issued for debt | | | 782,788 | | | 117,418 | | | — | | | — | | | — | | | 117,418 | |
| | | | | | | | | | | | | | | | | | | |
Cancel Subsciptions | | | (452,000 | ) | | — | | | 452,000 | | | (452,000 | ) | | — | | | — | |
| | | | | | | | | | | | | | | | | | | |
Net Income (Loss) for the Year | | | — | | | — | | | — | | | — | | | (78,867 | ) | | (78,867 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2011 | | | 1,763,339 | | $ | 6,871,864 | | $ | — | | $ | — | | $ | (7,155,511 | ) | $ | (283,647 | ) |
The accompanying notes are an integral part of these financial statements
F-4
CHINA HELI RESOURCE RENEWABLE INCORPORATED
STATEMENT OF CASH FLOWS
For The Years Ended December 31, 2011, 2010, 2009, 2008, 2007
| | | | | | | | | | | | | | | | |
| | 2011 | | 2010 | | 2009 | | 2008 | | 2007 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | |
Net loss | | $ | (78,867 | ) | $ | (99,635 | ) | $ | (214,307 | ) | $ | (67,221 | ) | $ | (68,503 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | | | | |
Shares Issued for Accrued Salary | | | — | | | 21,000 | | | — | | | — | | | — | |
Accounts payable and accrued liabilities | | | 42,000 | | | 42,000 | | | 178,092 | | | 43,592 | | | 47,560 | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | | | (36,867 | ) | | (36,635 | ) | | (36,215 | ) | | (23,629 | ) | | (20,943 | ) |
| | | | | | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | |
NET CASH (USED IN) INVESTING ACTIVITIES | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | |
Advances from related parties | | | 36,867 | | | 36,635 | | | 36,215 | | | 23,629 | | | 20,943 | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | | | 36,867 | | | 36,635 | | | 36,215 | | | 23,629 | | | 20,943 | |
| | | | | | | | | | | | | | | | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | |
CASH AND CASH EQUIVALENTS | | | | | | | | | | | | | | | | |
Beginning of Period | | | — | | | — | | | — | | | — | | | — | |
End of Period | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
| | | | | | | | | | | | | | | | |
Supplemental cashlfow information: | | | | | | | | | | | | | | | | |
Shares issued for payment of payables and advances | | | 180,418 | | | — | | | — | | | — | | | — | |
The accompanying notes are an integral part of these financial statements
F-5
CHINA HELI RESOURCE RENEWABLE INCORPORATED
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2011, 2010, 2009, 2008, and 2007
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
China Heli Resource Renewable Incorporated (the “Company”) was incorporated on November 25, 2003 in the British Virgin Islands, formerly known as China Pharmaceuticals International Corporation, China Pharmaceuticals, Corp., Wilmington Rexford, Inc., E-Trend Networks, Inc., Cool Entertainment, Inc. and prior to March 1, 1999, Minas Novas Gold Corp. Minas Novas Gold Corp was incorporated in the State of Colorado on June 17, 1996, to engage in mining operations. On March 1, 1999, the Company acquired Cool Entertainment, Inc. and changed its name accordingly. From March 1, 1999 to November 2000, the Company was able to generate only a minimal amount of revenues. On February 21, 2001, the Company acquired E-Trend Networks, Inc. The Company changed its name to E-Trend Networks, Inc. and changed its domicile to the State of Delaware. On December 26, 2001 an agreement was reached whereby a new organization and management team led by eAngels Equity, LLC would acquire controlling interest in E-Trend Networks, Inc. Effective February 19, 2002, the Company changed its name to Wilmington Rexford, Inc. On February 13, 2004, the Company entered into an agreement with China Merchants DiChain Investment Holdings Limited, pursuant to which the Company spun out shares of its wholly owned subsidiary, E-Trend Networks, Inc. On March 25, 2004 the Company changed its name to China Pharmaceuticals Corporation. Effective August 26, 2004, the Company changed its domicile to the British Virgin Islands and its name to China Pharmaceuticals International Corporation. On September 9, 2008, the company changed its name to China Heli Resource Renewable Incorporated. Since October 2003, the Company has not engaged in any business activities.
Basis of Presentation
The financial statements included herein were prepared under the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (GAAP).
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.
Management’s Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Comprehensive Income (Loss)
The Company adopted FASB ASC 220 “Comprehensive Income” which establishes standards for the reporting and display of comprehensive income and its components in the financial statements.
Foreign Currencies
Assets and liabilities denominated in respective functional currencies are translated into United States Dollars at the exchange rate as of the balance sheet date. The share capital and retained earnings are translated at exchange rates prevailing at the time of the transactions. Revenues, costs, and expenses denominated in respective functional currencies are translated into United States Dollars at the weighted average exchange rate for the period. The effects of foreign currencies translation adjustments are included as a separate component of accumulated other comprehensive income.
F-6
Loss Per Share
The Company applies FASB ASC 260 “Earnings Per Share” which requires dual presentation of net earnings (loss) per share: Basic and Diluted. Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period adjusted for the effect of dilutive outstanding options and warrants. Outstanding stock options and warrants were not considered in the calculation of diluted net loss per share as their effect was anti-dilutive.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable, and loans payable approximate fair value based on the short-term maturity of these instruments. The carrying value of the Company’s long-term debt approximated its fair value based on the current market conditions for similar debt instruments.
Fair Value Accounting
FASB ASC 820 “Fair Value Measurements and Disclosures”, formerly FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”), defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 were adopted January 1, 2008. In February 2008, the FASB staff issued Staff Position No. 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”). FSP FAS 157-2 delayed the effective date of FAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).
The provisions of FASB ASC 820 are effective for the Company’s fiscal year beginning January 1, 2009. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described below:
| | |
| Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; |
| | |
| Level 2 | Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; |
| | |
| Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
As of December 31, 2011, the Company has no financial assets or liabilities.
Recently Issued Accounting Pronouncements
In June 2009, FASB approved the FASB Accounting Standards Codification (ASC) (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the year ended December 31, 2010.
F-7
In June 2009, the Financial Accounting Standards Board (FASB) issued authoritative literature regarding Amendments to FASB Interpretation No. 46(R), which changes various aspects of accounting for and disclosures of interests in variable interest entities, and Accounting for Transfers of Financial Assets, which was issued in order to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets.
In January 2010, the FASB issued authoritative guidance regarding Improving Disclosures about Fair Value Measurements, which requires new and amended disclosure requirements for classes of assets and liabilities, inputs and valuation techniques and transfers between levels of fair value measurements and Accounting for Distributions to Shareholders with Components of Stock and Cash, which clarifies the accounting for distributions to shareholders that offer them the ability to elect to receive their entire distribution in cash or shares of equivalent value.
Financial Instruments
FASB ASC 825 “Financial Instruments”
This standard permits an entity to measure financial instruments and certain other items at estimated fair value. The fair value option (a) may generally be applied instrument by instrument, (b) is irrevocable unless a new election date occurs, and (c) must be applied to the entire instrument and not to only a portion of the instrument. Management is evaluating the impact of FASB ASC 825, if any, on the Company’s financial statements.
Included in FASB ASC 805 “Business Combinations”
FASB ASC 805 is effective for fiscal years beginning after December 15, 2008 and the application of these standards will improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. The Company is in the process of evaluating the impact, if any, of FASB ASC 805 and does not anticipate that the adoption of these standards will have any impact on its financial statements.
FASB ASC 805 requires an acquiring entity in a business combination to: (i) recognize all (and only) the assets acquired and the liabilities assumed in the transaction, (ii) establish an acquisition-date fair value as the measurement objective for all assets acquired and the liabilities assumed, and (iii) disclose to investors and other users all of the information they will need to evaluate and understand the nature of, and the financial effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase.
FASB ASC 805 will improve the relevance, comparability and transparency of financial information provided to investors by requiring all entities to: (i) report noncontrolling (minority) interests in subsidiaries in the same manner, as equity but separate from the parent’s equity, in consolidated financial statements, (ii) net income attributable to the parent and to the non-controlling interest must be clearly identified and presented on the face of the consolidated statement of income, and (iii) any changes in the parent’s ownership interest while the parent retains the controlling financial interest in its subsidiary be accounted for consistently.
Included in FASB ASC 815 “Derivatives and Hedging”
This standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that FASB ASC 815 has a material impact on its financial statements.
Included in FASB ASC 105 “Generally Accepted Accounting Principles”
FASB ASC 105, The Hierarchy of Generally Accepted Accounting Principles identifies the sources for accounting principles and the framework for selecting the principles to be used in preparing financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.
F-8
NOTE B - SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental disclosures of cash flow information for the periods ended December 31, 2010, 2009, 2008, 2007 and 2006 is summarized as follows:
Cash paid during the period ended December 31, 2010, 2009, 2008, 2007 and 2006 for interest and income taxes:
| | | | | | | | | | |
| | 2011 | | 2010 | | 2009 | | 2008 | | 2007 |
| | | | | | | | | | |
Income Taxes | | 0 | | 0 | | 0 | | 0 | | 0 |
Interest | | 0 | | 0 | | 0 | | 0 | | 0 |
Common Stock Issued for Stock Subscriptions Receivable | | 0 | | 0 | | 0 | | 0 | | 0 |
Common Stock Cancelled for Reversal of Investment | | 0 | | 0 | | 0 | | 0 | | 0 |
NOTE C - SEGMENT REPORTING
FASB ASC 280 “Segment Reporting” requires companies to report information about operating segments in interim and annual consolidated financial statements. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of December 31, 2011, 2010, 2009, 2008 and 2007.
NOTE D - CONTIGENCIES
As of December 31, 2008, the Company had a debt recorded in the amount of $375,244 payable to eAngels EquiDebt Partners (“eAngels”). The outstanding balance bore interest at 10% per year and had accrued interest for the years ended December 31, 2008, and 2007 $187,621 and $150,097 respectively. The Company has disputed their liability for this debt since 2005 and has provided documentary evidence showing that this obligation was fully satisfied as part of the share exchange transaction executed on February 13, 2004. The liability of $375,244 and accrued interest in the amount of $187,622 has been removed from the balance sheet as of December 31, 2009.
As of December 31, 2008, the Company had a note payable in the amount of $100,000 recorded . The note bore interest at 10% per year and had accrued interest for the years ended December 31, 2008, 2007 and 2006 of $56,274, $46,274 and $36,274, respectively. The Company has disputed their liability for this debt. The Company has disputed their liability for this debt since 2005 and has provided documentary evidence showing that this obligation was fully satisfied as part of the share exchange transaction executed on February 13, 2004. The liability of $100,000 and accrued interest in the amount of $56,274 has been removed from the balance sheet as of December 31, 2009.
As of December 31, 2008, the Company had accrued a liability in the amount of $2,000 for consulting services provided by FutureVest, Inc. The Company has disputed their liability for this amount and FutureVest, Inc. has not provided any information to substantiate that any services were provided. As of December 31, 2010 the liability has been eliminated and the charge to operating expense has been reversed.
As of December 31, 2008, the Company had accrued a liability in the amount of $24,000 for consulting services provided by Alexis Global, Inc. The Company has disputed their liability for this amount and Alexis Global, Inc. has not provided any information to substantiate that any services were provided. As of December 31, 2009 the liability has been eliminated and the charge to operating expense has been reversed.
NOTE E - RELATED-PARTY TRANSACTIONS
Related Parties Payable Stockholder
China Technology Global Corporation, a company indirectly owned by DiChain Holdings Limited, and China Merchants DiChain (Asia) Limited (“China Merchants DiChain”) have advanced $205,708 and $197,128 to the Company, respectively, since October 1, 2003. These advances have been made on an interest-free basis, with no fixed term or repayment date. DiChain Holdings Limited and DC Capital Management, Inc., companies sharing mutual ownership with the Company, have advanced $26,790 and $45,000 to the Company, respectively, since January 1, 2005. These advances have been made on an interest-free basis, with no fixed term or repayment date. Farsight Holdings Limited, an affiliate of the Company, has advanced $46,000 since January 1, 2006. These advances have been made on an interest-free basis, with no fixed term or repayment date. No balance is due as of December 31, 2011.
F-9
On August 16, 2007 the company issued 7,437,514 common shares (pre-split) as payment for the above related company payables. The stock was issued at the most recent stock sale of $.07 per share for a total value of $520,626.
Farsight Holdings Limited, an affiliate of the Company, has advanced $36,867 since January 1, 2007. These advances have been made on an interest-free basis, with no fixed term or repayment date. The balance as of December 31, 2011 is $36,867.
Share of Business Offices
The Company shares the offices of Farsight Holdings, Ltd. and is allocated HK$11,700 per month (US$ 1,500) as its pro rata share of the cost of the facility. There is no written agreement regarding this office sharing arrangement.
NOTE F - COMPREHENSIVE INCOME
Statement of Financial Accounting Standards (SFAS) No. 130,“Reporting 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 comprehensive income, as presented in the accompanying statement of changes in 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. For the years ended December 31, 2011, 2010, 2009, 2008, and 2007, total comprehensive income was $0, $0, $0, $0 and $0, respectively.
NOTE G - GOING CONCERN
As shown in the accompanying audited financial statements, the Company has a deficit book value and a negative cash flow from operations that have placed substantial doubt as to whether the Company can continue as a going concern. The ability of the Company to continue as a going concern is dependent on developing operations, increasing revenues, and obtaining new capital. As of this report date management has not enacted a plan to raise capital and increase sales.
NOTE H - INCOME TAXES
The components of income taxes were as follows:
| | | | | | | | | | | |
| | 2011 | | 2010 | | 2009 | | 2008 | | 2007 | |
| | | | | | | | | | | |
Income tax benefit at combined statutory rate of 42.62% | | 33,124 | | 42,464 | | 91,338 | | 28,668 | | 29,195 | |
Change in Valuation Allowance | | (33,124 | ) | (42,464 | ) | (91,338 | ) | (28,668 | ) | (29,195 | ) |
The income tax benefit for the year ended December 31, 2011, 2010, 2009, 2008, and 2007, differed from the combined federal and provincial statutory rates due principally to the decrease in the deferred tax asset valuation allowance.
Due mainly to operating losses and the inability to recognize an income tax benefit there from, there is no provision for current federal or state income taxes for the years ended December 31, 2011, 2010, 2009, 2008 and 2007.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.
At December 31, 2011, 2010, 2009, 2008 and 2007, the approximate deferred tax assets were as follows:
| | | | | | | | | | | | | |
| | 2011 | | 2010 | | 2009 | | 2008 | |
| | | | | | | | | | | | | |
Non-capital loss carryforwards | | $ | 2,547,578 | | $ | 2,505,114 | | $ | 2,399,875 | | $ | 2,332,611 | |
Capital assets | | | | | | — | | | — | | | — | |
Total deferred tax assets | | | 2,547,578 | | | 2,505,114 | | | 2,399,875 | | | 2,332,611 | |
Less valuation allowance | | | (2,547,578 | ) | | (2,505,114 | ) | | (2,399,875 | ) | | (2,332,611 | ) |
Income Tax Benefit | | $ | — | | $ | — | | $ | — | | $ | — | |
F-10
NOTE I - STOCK SUBCRIPTIONS RECEIVABLE
The Company issued 45,200,000 shares (pre-split) on September 21, 2005 at $0.01 per share as follows:
| | | | | | |
Company | | Shares | | USD | |
| | | | | | |
Global China Enterprises Limited | | 7,500,000 | | $ | 75,000 | |
Mart Express Limited | | 7,500,000 | | | 75,000 | |
Rich Gush Limited | | 7,500,000 | | | 75,000 | |
Mart Burkit Limited | | 7,500,000 | | | 75,000 | |
Sino Castle Holdings Limited | | 7,500,000 | | | 75,000 | |
Fivestar International Limited | | 7,700,000 | | | 75,000 | |
TOTAL | | 45,200,000 | | $ | 452,000 | |
As of December 31, 2010, the investing companies had not paid the subscription amount of $452,000, the amount is shown as uncollectible subscriptions.
On March 3, 2011, the Company has determined that it will not be able to collect the money for the stock subscriptions. As a result, management elected to treat the unpaid for shares as cancelled shares as of March 3, 2011.
NOTE J - EQUITY
On September 17, 2008, the Company executed a 100:1 reverse stock split on the common stock. As a result, the total number of issued and outstanding shares was reduced from 87,196,351 to 872,551 shares. This is inclusive of issuance of 587 shares of common stocks as fractional shares. All common stock and per share data for all periods presented in these financial statements have been restated to give effect to the reverse stock split.
On August 16, 2007 the Company issued 7,437,514 common shares (pre-split) as payment for related company payables. The stock was issued at the most recent stock sale of $.07 per share for a total value of $520,626.
On June 11, 2010 the Company issued 140,000 shares of its common stock in exchange for accrued salaries for its employees at a conversion price of $0.15 per share for a total value of $21,000.
On February 23, 2011, the Company approved the issuance of 140,000 shares of its common stock in exchange for accrued salaries for its employees at a conversion price of $0.15 per share. The total value of these shares is $21,000.
On March 3, 2011, the Company approved the issuance of 280,000 shares of its common stock in exchange for accrued salaries for its employees at a conversion price of $0.15 per share. The total value of these shares is $42,000.
On March 3, 2011, the Company approved the issuance of 782,788 shares of its common stock in exchange for advances from related parties at a conversion price of $0.15 per share. The total value of these shares is $117,418.
F-11
ITEM 19. EXHIBITS
| |
Exhibit No. | Description |
| |
12.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) |
12.2 | Certification of Acting Chief Finance Officer Pursuant to Rule 13a-14(a) |
13.1 | Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 |
101 | Interactive Data Files of Financial Statements and Notes |
- 21 -
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Report on its behalf.
CHINA HELI RESOURCE RENEWABLE INCORPORATED
| |
Dated: May 10, 2012 | /s/ FAN Di 
FAN Di, President (Chief Executive Officer), Acting Financial Officer |
- 22 -
CHINA HELI RESOURCE RENEWABLE INCORPORATED
EXHIBIT INDEX
TO
ANNUAL REPORT ON FORM 20-F
| | | | | | |
Exhibit
Number | | Description | | Incorporated by
Reference to: | | Filed Herewith |
| | | | | | |
12.1 | | Certificate of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
12.2 | | Certificate of Acting Chief Finance Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
13.1 | | Certificate of Chief Executive Officer and Acting Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | X |
101 | | Interactive Data Files of Financial Statements and Notes. | | | | X |
- 23 -
