Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Notes | ' |
Note 2 - Summary of Significant Accounting Policies | ' |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
Foreign Currency Translation |
|
The reporting currency of the Company is the U.S. dollar. Our functional currency is the Chinese Renminbi (“RMB”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 830-20-35, the consolidated financial statements were translated into United States dollars using balance sheet date rates of exchange for assets and liabilities, and average rates of exchange for the period for the statement of operations. Net gains and losses resulting from foreign exchange transactions were included in the consolidated statements of operations and comprehensive income. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in other comprehensive income or loss within shareholders’ equity. |
|
RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC, which are determined largely by supply and demand. Translation of amounts from RMB into United States dollars (“$”) was made at the following exchange rates for the respective periods: |
|
|
December 31, 2013: | | | | | | |
Balance sheet | RMB 6.1104 to $1.00 | | | | | |
Statement of operations and comprehensive income | RMB 6.1905 to $1.00 | | | | | |
December 31, 2012: | | | | | | |
Balance sheet | RMB 6.3011 to $1.00 | | | | | |
Statement of operations and comprehensive income | RMB 6.3034 to $1.00 | | | | | |
|
Cash flows from the Company's operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. |
|
Use of estimates |
|
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates for the years ended December 31, 2013 and 2012 include the allowance for doubtful accounts on accounts receivable, allowance for obsolete inventory, the useful life of property and equipment and intangible assets, the valuation of derivative liability, and the valuation of stock-based compensation. |
|
Fair value of financial instruments |
|
We adopted the guidance of ASC 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: |
|
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
|
Level 2-Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
|
Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
|
The carrying amounts reported in the balance sheets for cash, accounts receivable, other receivables, prepaid expenses, advances to suppliers, accounts payable and accrued expenses, loans payable, advances to customers, and other payables approximate their fair market value based on the short-term maturity of these instruments. |
|
ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. We did not elect to apply the fair value option to any outstanding instruments. |
|
The following table reflects changes for the year ended December 31, 2013 for all financial assets and liabilities categorized as Level 3 as of December 31, 2013. |
|
Liabilities: | | | | | | |
Balance of derivative liabilities as of January 1, 2013 | $ 0 | | | | | |
Initial fair value of derivative liabilities attributable to conversion feature | 225,361 | | | | | |
Gain from change in the fair value of derivative liabilities | (43,265) | | | | | |
Balance of derivative liabilities as of December 31, 2013 | $ 182,096 | | | | | |
|
|
Reclassifications |
|
Certain reclassifications have been made in prior year’s financial statements to conform with the current year’s financial presentation. |
|
|
Cash and equivalents |
|
For purposes of the consolidated statements of cash flows, we consider all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. We maintain cash and cash equivalents with various financial institutions mainly in the PRC and Hong Kong. Balances in banks in the PRC and Hong Kong are uninsured. |
|
Accounts receivable |
|
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts reflects our best estimate of the amount of probable credit losses in our existing accounts receivable. We determined the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in general and administrative expense, if any. Outstanding account balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. For the years ended December 31, 2013 and 2012, the allowance for doubtful accounts totaled $291,011 and $54,135, respectively. |
|
Inventories |
|
We value inventories, consisting of finished goods only, at the lower of cost or market value. Cost is determined on the first in-first out method. We regularly review our inventories on hand and, when necessary, record a provision for excess or obsolete inventories if inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand. For the years ended December 31, 2013 and 2012, there were no charges for inventory reserve provision. |
|
Prepaid expenses |
|
Prepaid expenses primarily consist of prepaid advertising expenses and prepaid consulting fee. |
|
Advance to suppliers (related and non-related parties) |
|
Advance to suppliers (related and non-related parties) consists of advance to suppliers for merchandise that had not yet been shipped. |
|
Property and equipment |
|
Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives. Upon sale or retirement of property, plant and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations. Leasehold improvements, if any, are amortized on a straight-line basis over the lease period or the estimated useful life, whichever is shorter. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. |
|
Impairment of long-lived assets |
|
In accordance with ASC 360, our long-lived assets, which include property and equipment and automobiles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We assess the recoverability of our long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. We determined there were no impairments of long-lived assets as of December 31, 2013 and 2012. |
|
Advance from customers |
|
Advance from customers represent prepayments to us for merchandise that had not yet been shipped to customers. |
|
Revenue recognition |
|
We follow the guidance of ASC 605, "Revenue Recognition,” and the Securities and Exchange Commission's Staff Accounting Bulletin (“SAB”) No. 104 and SAB Topic 13 for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. |
|
Revenues for our product sales are recognized when all four of the following criteria are met: (i) persuasive evidence of an arrangement exists through a formal purchase order or contract; (ii) delivery of the products has occurred and risks and rewards of ownership have passed to the customer; (iii) the selling price is both fixed and determinable based on agreement between us and our customer; and (iv) collectability is reasonably assured. For any advance payments from customers, revenues are deferred until such a time when all the four criteria mentioned above are fully met. |
|
Revenue is accounted for in accordance with the ASC 605-45, reporting revenue either on a gross basis as a principal or net basis as an agent depending upon the nature of the sales transaction. Revenue is recognized on a gross basis when the Company determines the sale meets the conditions of ASC 605-45, “Reporting Revenue Gross as a Principal versus Net as an Agent.” When the Company does not meet the criteria for gross revenue recognition under ASC 605-45, the Company reports the revenue on a net basis. |
|
In accordance with ASC 605-45-45, “Principal Considerations - Other Presentation Matters”, we report our revenues from sales of toys as follows: |
|
Revenue Recognition (1) |
| | |
2013 | |
| 2012 |
Allocation of Revenues | | | | | | |
Gross Method | | | | | |
| Net Method | Total | Gross Method | Net Method | Total |
Revenues, excluding sales reported on net basis | $39,546,250 | $ 0 | $ 39,546,250 | $ 33,308,254 | $ 0 | $ 33,308,254 |
Net Revenues from sales reported on net basis | 0 | 180,752 | 180,752 | 0 | 580,381 | 580,381 |
Total Revenues | $39,546,250 | $ 180,752 | $ 39,727,002 | $ 33,308,254 | $ 580,381 | $ 33,888,635 |
|
(1) Certain revenues from our sales are based on a net reporting because they do not meet the criteria for gross reporting method pursuant to ASC 605-45-45. This means that all cost of purchases from those sales will be netted with the sales revenues generated by the sale of those toys. All other revenues from sales are based on gross reporting pursuant to criteria outlined in ASC 605-45-45, as follows: |
|
- we are the primary obligor to provide the product or services desired by our customers; |
- we have discretion in supplier selection. |
- we have latitude in establishing price; |
- we have credit risk – see Note 13 for customer concentrations and credit risk; and |
- we have inventory risk before customer order and upon customer return; |
|
|
Income taxes |
|
We account for income taxes under ASC 740, “Expenses – Income Taxes”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. |
|
The Company is governed by the U.S. Internal Revenue Code of 1986, as amended. |
|
All of BT Shantou operations are in the PRC and are subject to China’s Unified Corporate Income Tax Law (the “EIT Law”) which became effective in January 2008. The EIT Law established a single unified 25% income tax rate for most companies, including BT Shantou in China. |
|
Big Tree International Co., Ltd. (“BT Brunei”) was incorporated in the State of Brunei Darussalam, and may be subject to China income taxes pursuant to EIT Law as a non-resident company. |
|
We applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2013, we accrued China income taxes on taxable income generated by BT Brunei as a non-resident China company. We have not paid such taxes and we are reviewing our corporate tax structure and plan on restructuring our tax structure to ensure that BT Brunei is not subject to such taxes in China. There is no assurance that we can reach such a conclusion and we may be required to pay such income taxes. We had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future. (See Note 16) |
|
Value added taxes |
|
Pursuant to the Provisional Regulation of China on Value Added Tax (“VAT”) and their rules, all entities and individuals that are engaged in the sale of goods in China are generally required to pay VAT at a rate of 17.0% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayer. Further, when exporting goods, the exporter is entitled to a portion of or a full refund of the VAT that it has already paid or borne. |
|
|
Shipping costs |
|
Shipping costs are included in selling expenses and totaled $175,869 and $74,195 for the years ended December 31, 2013 and 2012, respectively. |
|
Advertising |
|
Advertising is expensed as incurred and is included in selling expenses on the accompanying consolidated statements of operations and comprehensive income. For the years ended December 31, 2013 and 2012, advertising expense amounted to $98,211 and $147,542, respectively. |
|
Comprehensive income (loss) |
|
Comprehensive income (loss) consists of net income and foreign currency translation adjustments, and is presented in our Consolidated Statements of Operations and Comprehensive Income (Loss). |
|
Reverse stock split and conversion of preferred shares |
|
We effected a one-for-700 reverse stock split on December 11, 2012. All share and per share information has been retroactively adjusted to reflect this reverse stock split. Additionally, upon the effectiveness of the reverse stock split, all outstanding convertible series B and C shares were automatically converted into common shares. |
|
|
Net income per share of common stock |
|
Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. In 2012, both basic and diluted weighted-average number of common shares included the 3,362,749 shares of Series B convertible preferred shares issued in connection with the pre-merger transactions and the 6,500,000 shares of Series C convertible preferred shares issued in connection with the Shares Exchange Transaction as if the common shares are issued at the issuance date in connection with the pre-merger transactions and are issued at the earliest period presented or retroactively restated as a result of recapitalization since these convertible preferred shares have automatic conversion feature and were converted in December 2012. As of December 31, 2013 and 2012, we did not have any common stock equivalents and potentially dilutive common shares other than the Series B and C convertible preferred shares which have been included in the basic earnings per share computation. Potentially dilutive common shares consist of common stock issuable upon conversion of outstanding convertible debt (using the as-if converted method). The following table presents a reconciliation of basic and diluted net income per common share: |
|
| Years Ended December 31, | | | | |
| 2013 | | | | | |
| | | | |
2012 | | | | |
(As Restated) | | | | |
Net income available to common shareholders for basic and diluted net income per common share | $ 510,074 | $ 826,596 | | | | |
| | | | | | |
Weighted average common shares outstanding – basic | 10,348,956 | 10,060,288 | | | | |
Effect of dilutive securities: | | | | | | |
Convertible debt | 804,231 | 0 | | | | |
Weighted average common shares outstanding– diluted | 11,153,187 | 10,060,288 | | | | |
Net income per common share - basic | $ 0.05 | $ 0.08 | | | | |
Net income per common share - diluted | $ 0.05 | $ 0.08 | | | | |
|
Recently issued accounting pronouncements |
|
In July 2013, the FASB issued Accounting Standards Update “(ASU”) 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"). The provisions of the rule require an unrecognized tax benefit to be presented as a reduction to a deferred tax asset in the financial statements for an NOL carryforward, a similar tax loss, or a tax credit carryforward except in circumstances when the carryforward or tax loss is not available at the reporting date under the tax laws of the applicable jurisdiction to settle any additional income taxes or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purposes. When those circumstances exist, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The new financial statement presentation provisions relating to this update are prospective and effective for interim and annual periods beginning after December 15, 2013, with early adoption permitted. The Company does not anticipate a material impact to the consolidated financial statements related to this guidance. |
|
A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, we have not determined whether implementation of such proposed standards would be material to our consolidated financial statements. |