UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the quarterly period ended: October 31, 2008 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the transition period from ________ to _________ |
Commission File Number: 000-51388
TIGER RENEWABLE ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
Nevada | 84-1665042 |
(State or Other Jurisdiction of | (IRS Employer Identification |
Incorporation or Organization) | Number) |
6600, Trans-Canada, Suite 519
Pointe-Claire, Quebec H9R 4S2
Canada
(Address of Principal Executive Offices)
(514) 771-3795
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer | ¨ | | Accelerated Filer | ¨ |
| | | | |
Accelerated Filer | ¨ | | Smaller Reporting Company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: The Issuer had 19,309,441 shares of Common Stock, par value $.001, outstanding as of December 15, 2008.
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION | |
| | |
Item 1: | Financial Statements | 5 |
Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 |
Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 15 |
Item 4T: | Controls and Procedures | 15 |
| | |
PART II: OTHER INFORMATION | |
| | |
Item 1: | Legal Proceedings | 16 |
Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
Item 3: | Defaults Upon Senior Securities | 16 |
Item 4: | Submission of Matters to a Vote of Security Holders | 16 |
Item 5: | Other Information | 16 |
Item 6: | Exhibits | 17 |
| | |
SIGNATURES | 18 |
PART I: FINANCIAL INFORMATION
This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “contemplates,” “continues,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should,” or, in each case, their negative or other variations or comparable terminology. You should read statements that contain these words carefully because they:
| • | discuss future expectations; |
| • | contain projections of future results of operations or financial condition; or |
| • | state other “forward-looking” information. |
We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this Quarterly Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:
| • | the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government actions relating to the Company; |
| • | changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in demand for products or services; |
| • | terrorist activities and international hostilities, which may adversely affect the general economy, financial and capital markets; |
| • | the Company’s business strategy and plans; |
| • | the introduction, withdrawal, success and timing of business initiatives and strategies; |
| • | harm to the Company’s reputation; |
| • | fluctuations in customer demand; |
| • | management of rapid growth; |
| • | the impact of increased competition; |
| • | the impact of future acquisitions; and |
| • | the ability to attract and retain highly talented professionals. |
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate, are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of such statements.
All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.
Unless otherwise provided in this Quarterly Report, references to the “Company,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Tiger Renewable Energy Ltd.
Item 1: Financial Statements
TIGER RENEWABLE ENERGY LTD. AND SUBSIDIARY
(Formerly Known As Tiger Ethanol International Inc.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
| | October 31 | | | January 31 | |
| | 2008 | | | 2008 | |
| | (unaudited) | | | (audited) | |
| | | | | | |
ASSETS | | | | | | |
Current assets: | | | | | | |
| | | | | | |
Cash | | $ | 5,351 | | | $ | 334,730 | |
Sundry current assets | | | 80,706 | | | | 60,691 | |
| | | | | | | | |
TOTAL CURRENT ASSETS | | | 86,057 | | | | 395,421 | |
| | | | | | | | |
Property and equipment, at cost, less accumulated depreciation (Note 3) | | | 7,066,677 | | | | 4,840,279 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 7,152,734 | | | $ | 5,235,700 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | |
Accounts payable and accrued liabilities (Note 4) | | $ | 2,520,980 | | | $ | 166,584 | |
Note payable (note 5) | | | 54,671 | | | | 250,000 | |
| | | | | | | | |
TOTAL CURRENT LIABILITIES | | | 2,575,651 | | | | 416,584 | |
| | | | | | | | |
Minority interest in Joint Venture | | | 55,613 | | | | 88,228 | |
| | | | | | | | |
STOCKHOLDERS' EQUITY | | | | | | | | |
| | | | | | | | |
Common stock, $.001 par value, 100,000,000 shares authorized, 19,309,441 shares issued and outstanding | | | 19,310 | | | | 18,383 | |
Additional paid-in capital | | | 7,106,366 | | | | 6,550,074 | |
Deficit accumulated during development stage | | | (2,604,206 | ) | | | (1,837,569 | ) |
| | | | | | | | |
Total Stockholders' Equity | | | 4,521,470 | | | | 4,730,888 | |
| | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 7,152,734 | | | $ | 5,235,700 | |
The accompanying notes are an integral part of the consolidated financial statements.
TIGER RENEWABLE ENERGY LTD. AND SUBSIDIARY
(Formerly Known As Tiger Ethanol International Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months and Nine Months Ended October 31, 2008 and 2007 and Period from September 9, 2004 (Inception) through October 31, 2008 (unaudited)
| | Three months | | | Nine months | | | Inception | |
| | Ended | | | Ended | | | Ended | | | Ended | | | through | |
| | October 31 | | | October 31 | | | October 31 | | | October 31 | | | October 31 | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | | | 2008 | |
| | | | | | | | | | | | | | | |
General & administrative expenses | | $ | 277,783 | | | $ | 337,174 | | | $ | 716,123 | | | $ | 776,180 | | | | 2,647,789 | |
Loss on exchange of accounts payable (Note 4) | | | 17,118 | | | | | | | | 17,118 | | | | | | | | 17,118 | |
Loss on exchange of note payable (Note 5) | | | - | | | | 38,554 | | | | 38,554 | | | | | | | | | |
Interest (revenue) expense | | | 1,096 | | | | (11,873 | ) | | | 19,728 | | | | (36,359 | ) | | | (15,389 | ) |
Foreign exchange (gain) loss | | | (2,088 | ) | | | (6,894 | ) | | | 7,729 | | | | (24,388 | ) | | | (9,703 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | 293,909 | | | | 318,407 | | | | 799,252 | | | | 715,433 | | | | 2,678,369 | |
| | | | | | | | | | | | | | | | | | | | |
Minority interest in Joint Venture | | | (18,424 | ) | | | (5,365 | ) | | | (32,615 | ) | | | (12,705 | ) | | | (74,163 | ) |
| | | | | | | | | | | | | | | | | | | | |
NET LOSS | | $ | 275,485 | | | $ | 313,042 | | | $ | 766,637 | | | $ | 702,728 | | | | 2,604,206 | |
| | | | | | | | | | | | | | | | | | | | |
Basic and diluted loss per common share | | $ | 0.01 | | | $ | 0.02 | | | $ | 0.04 | | | $ | 0.04 | | | | N/A | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | 19,290,421 | | | | 18,382,750 | | | | 18,802,395 | | | | 17,510,750 | | | | N/A | |
The accompanying notes are an integral part of the consolidated financial statements.
TIGER RENEWABLE ENERGY LTD. AND SUBSIDIARY
(Formerly Known As Tiger Ethanol International Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
From September 9, 2004, (Inception) through October 31, 2008 ( unaudited)
| | | | | | | | | | | Deficit | | | | |
| | | | | | | | | | | Accumulated | | | | |
| | | | | | | | Paid | | | During the | | | | |
| | Common Stock | | | In | | | Development | | | | |
| | Shares | | | Amount | | | Capital | | | Stage | | | Total | |
| | | | | | | | | | | | | | | |
Shares issued to founders for cash | | | 28,000,000 | | | $ | 28,000 | | | $ | (27,600 | ) | | $ | - | | | $ | 400 | |
Contribution to capital by founders | | | - | | | | - | | | | 7,650 | | | | - | | | | 7,650 | |
Net loss | | | - | | | | - | | | | - | | | | (9,508 | ) | | | (9,508 | ) |
Balances at November 30, 2004 | | | 28,000,000 | | | $ | 28,000 | | | $ | (19,950 | ) | | $ | (9,508 | ) | | $ | (1,458 | ) |
| | | | | | | | | | | | | | | | | | | | |
Shares issued for cash | | | 7,162,750 | | | | 7,163 | | | | 95,185 | | | | - | | | | 102,348 | |
| | | | | | | | | | | | | | | | | | | | |
Offering Costs | | | - | | | | - | | | | (20,000 | ) | | | - | | | | (20,000 | ) |
| | | | | | | | | | | | | | | | | | | | |
Contribution to capital by founders | | | - | | | | - | | | | 34,200 | | | | - | | | | 34,200 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | (58,819 | ) | | | (58,819 | ) |
Balances at November 30, 2005 | | | 35,162,750 | | | $ | 35,163 | | | $ | 89,435 | | | $ | (68,327 | ) | | $ | 56,271 | |
| | | | | | | | | | | | | | | | | | | | |
Voluntary surrender common shares | | | (25,000,000 | ) | | | (25,000 | ) | | | 25,000 | | | | - | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Compensation relating to the joint venture | | | 5,000,000 | | | | 5,000 | | | | 138,000 | | | | - | | | | 143,000 | |
Shares and warrants issued for cash | | | 500,000 | | | | 500 | | | | 999,500 | | | | - | | | | 1,000,000 | |
Contribution to capital by founders | | | - | | | | - | | | | 17,533 | | | | - | | | | 17,533 | |
Stock-based compensation | | | - | | | | - | | | | 74,766 | | | | - | | | | 74,766 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | (511,635 | ) | | | (511,635 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balances at November 30, 2006 | | | 15,662,750 | | | $ | 15,663 | | | $ | 1,344,234 | | | $ | (579,962 | ) | | $ | 779,935 | |
Shares and warrants issued for stock payable | | | 250,000 | | | | 250 | | | | 499,750 | | | | - | | | | 500,000 | |
| | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | | - | | | | - | | | | 31,522 | | | | - | | | | 31,522 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | (295,772 | ) | | | (295,772 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balances at January 31, 2007 | | | 15,912,750 | | | $ | 15,913 | | | $ | 1,875,506 | | | $ | (875,734 | ) | | $ | 1,015,685 | |
| | | | | | | | | | | | | | | | | | | | |
Shares and warrants issued for cash | | | 2,250,000 | | | | 2,250 | | | | 4,497,750 | | | | - | | | | 4,500,000 | |
Shares issued pursuant to exercise of stock options | | | 220,000 | | | | 220 | | | | 10,780 | | | | - | | | | 11,000 | |
| | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | | - | | | | - | | | | 166,038 | | | | - | | | | 166,038 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | (961,835 | ) | | | (961,835 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balances at January 31, 2008 | | | 18,382,750 | | | $ | 18,383 | | | $ | 6,550,074 | | | $ | (1,837,569 | ) | | $ | 4,730,888 | |
Shares issued in exchange of note payable | | | 771,070 | | | | 771 | | | | 500,425 | | | | - | | | | 501,196 | |
Shares issued in exchange of accounts payable | | | 155,621 | | | | 156 | | | | 55,867 | | | | - | | | | 56,023 | |
Net loss | | | - | | | | - | | | | - | | | | (766,637 | ) | | | (766,637 | ) |
Balances at October 31, 2008 | | | 19,309,441 | | | $ | 19,310 | | | $ | 7,106,366 | | | $ | (2,604,206 | ) | | $ | 4,521,470 | |
The accompanying notes are an integral part of the consolidated financial statements.
TIGER RENEWABLE ENERGY LTD. AND SUBSIDIARY
(Formerly Known As Tiger Ethanol International Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended October 31, 2008 and 2007 and Period from September 9, 2004 (Inception)
through October 31, 2008 (unaudited)
| | | | | | | | Inception | |
| | Nine months | | | Nine months | | | through | |
| | Ended October 31 | | | Ended October 31 | | | October 31 | |
| | 2008 | | | 2007 | | | 2008 | |
| | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | |
Net loss | | $ | (766,637 | ) | | $ | (702,728 | ) | | $ | (2,604,206 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
Imputed rent and salary expense | | | - | | | | - | | | | 59,383 | |
Stock-based compensation expense | | | - | | | | 166,038 | | | | 272,326 | |
Non-cash stock compensation | | | | | | | | | | | | |
relating to the joint venture | | | - | | | | | | | | 143,000 | |
Minority interest in joint venture | | | (32,615 | ) | | | (12,705 | ) | | | (74,163 | ) |
Depreciation | | | 2,720 | | | | | | | | 6,346 | |
Loss on exchange of accounts | | | | | | | | | | | | |
payable (Note 4) | | | 17,118 | | | | | | | | 17,118 | |
Interest on note payable | | | 12,642 | | | | | | | | 12,642 | |
Loss on exchange of note payable (Note 5) | | | 38,554 | | | | | | | | 38,554 | |
| | | | | | | | | | | | |
Changes in: | | | | | | | | | | | | |
Sundry current assets | | | (20,015 | ) | | | (26,239 | ) | | | (80,706 | ) |
Accounts payable and accrued liabilities | | | 320,025 | | | | 42,597 | | | | 440,730 | |
Net cash used in operating activities | | | (428,208 | ) | | | (533,337 | ) | | | (1,768,976 | ) |
| | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | |
Property and equipment | | | (155,841 | ) | | | (4,317,850 | ) | | | (4,953,867 | ) |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (155,841 | ) | | | (4,317,850 | ) | | | (4,953,867 | ) |
| | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | |
Investment by minority interest | | | - | | | | 73,077 | | | | 129,776 | |
Proceeds from sale of common stock and warrants | | | - | | | | 4,511,000 | | | | 5,582,748 | |
Proceeds pursuant to exercise of stock options | | | | | | | | | | | 11,000 | |
Stock payable: common stock and warrants | | | | | | | | | | | 500,000 | |
Proceeds from note payable | | | 254,670 | | | | - | | | | 595,956 | |
Loan repayments | | | - | | | | - | | | | (91,286 | ) |
| | | | | | | | | | | | |
Net cash provided by financing activities | | | 254,670 | | | | 4,584,077 | | | | 6,728,194 | |
| | | | | | | | | | | | |
Net change in cash | | | (329,379 | ) | | | (267,110 | ) | | | 5,351 | |
| | | | | | | | | | | | |
Cash at beginning of period | | | 334,730 | | | | 1,063,780 | | | | - | |
| | | | | | | | | | | | |
Cash at end of period | | $ | 5,351 | | | $ | 796,670 | | | $ | 5,351 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Interest paid | | $ | - | | | $ | - | | | $ | 1,436 | |
The accompanying notes are an integral part of the consolidated financial statements.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Tiger Renewable Energy Ltd. (formally known as Tiger Ethanol International Inc.) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the year ended January 31, 2008, as reported in the Company’s Form 10-KSB, have been omitted.
2. GOING CONCERN
The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. The Company’s ability to become and maintain itself as a going concern is dependant upon its ability to raise additional funds through either the sale of equity securities or issuance of debt. The Company believes it will be able to raise the additional financing necessary for the Company to become and maintain itself as a going concern, however, there is no assurance that financing will be obtained. To date, the required additional capital has not been obtained and construction of the plant has not been completed. The current climate for raising new capital in the United States and Europe make it unlikely that new capital will come from either of those regions. The focus in recent months has been on Asian capital sources. A Hong Kong-based financial agent has been retained to identify possible sources of capital and discussions are underway.
Until the completion of such financing, there remains uncertainty regarding the Company’s ability to become and maintain itself as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
3. PROPERTY AND EQUIPMENT
Machinery, construction in progress and automobile are stated at cost, net of accumulated depreciation. Depreciation of the automobile is computed using the straight-line method over 5 years. The machinery and the construction in progress will begin to be depreciated once the construction of the plant is completed.
| | October 31, 2008 | | | January 31, 2008 | |
| | | | | | |
Deposit on machinery | | $ | 4,417,557 | | | $ | 2,940,281 | |
Construction in progress | | | 2,637,336 | | | | 1,885,494 | |
Automobile | | | 18,130 | | | | 18,130 | |
| | | | | | | | |
| | | 7,073,023 | | | | 4,843,905 | |
Less: accumulated depreciation | | | (6,346 | ) | | | (3,626 | ) |
| | | | | | | | |
Balance | | $ | 7,066,677 | | | $ | 4,840,279 | |
4. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES
On August 12, 2008, one of the Company’s lawyers sold his receivable from the Company in the amount of $38,905 to Buck Master Overseas S.A. The corporation Buck Master Overseas S.A. then exchanged $38,905 of accounts payables for 155,621 shares of the Company’s common stock. The conversion price of these shares of the Company’s common stock, $.25 per share, is equal to the proposed maximum exchange offering purchase price per share provided in the Registration Statement Form S-1/A which resulted in a cost of $17,118 for the Company. The aforementioned stock issuance transaction was made with non-U.S. persons and was undertaken by the Company in reliance upon the exemption from securities registration of Regulation S of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. The amount owed to such lawyer at October 31, 2008 is $0. The amount of $447,704 represents accounts payable and accrued professional fees, $2,073,276 is for property plant and equipment payables.
5. NOTE PAYABLE
During the three months ended July 31, 2008, the Company received an additional loan of $172,376 from DT Crystal Limited. On June 19, 2008, DT Crystal Limited exchanged $450,000 of the loan plus accrued interest of $12,642 totalling $462,642 into 771,070 shares of the Company’s common stock. The conversion price of these shares of the Company’s common stock, $.60 per share, is equal to the simple average of the selling price of the Company’s common stock traded during the Fifteen (15) business days prior to the closing date of this transaction, minus an adjustment of 7.5%, which resulted in a loss of $38,554 for the Company. The amount owed to DT Crystal Limited at October 31, 2008 is $43,843. The Company received loans totalling $10,828 from unrelated parties. The Company’s loans from DT Crystal Limited bear interest at 10% and are payable on demand.
6. JOINT VENTURE
On November 23, 2006 the Company invested in a joint venture named Xinjiang Yajia Distillate Company Limited (the “Venture”) to produce ethanol in the People’s Republic of China. The Company owns 90% of the Venture. Xinjiang Wangye Brewing Co. Ltd. and Guangdong Kecheng Trading Co. Ltd. each own 5% of the Venture. This ethanol will be produced from agricultural products. As at October 31, 2008, the Company has contributed $5,320,081 (RMB 39,900,608), including $3,732,000 (RMB 27,990,000) to registered capital and $1,618,659 (RMB 11,910,608) to investment. The two partners have each contributed $64,888 (RMB 486,660) and have to contribute RMB 2,623,340 to complete their contribution to registered capital of the joint venture.
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Company’s Operations
The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report. This Quarterly Report contains certain forward- looking statements and the Company's future operating results could differ materially from those discussed herein. Certain statements contained in this Quarterly Report, including, without limitation, statements containing the words "believes", "anticipates," "expects" and the like, constitute "forward- looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward- looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.
Overview
The Company was incorporated in the State of Nevada on September 9, 2004 as Arch Management Services Inc. A change of control of the Company occurred on June 5, 2006 and the Company changed its name from “Arch Management Services Inc.” to “Tiger Ethanol International Inc.” The Company’s trading symbol on the over-the-counter bulletin board is TGRW.OB.
On February 11, 2008 the Company changed its name to Tiger Renewable Energy Ltd.
Development Stage Expenditures
Development stage expenditures during the nine-month period ended October 31, 2008 were $766,637, which consisted primarily of $337,917 in professional fees, $263,649 in salaries and $28,035 in travel expenditures. As for the nine- month period ended October 31, 2007, the expenses were $702,728 which consisted primarily of $192,591 in professional fees, $263,155 in salaries and $57,589 in travel expenditures and $166,038 in compensation expenses. As for the three month period ended October 31, 2008, the expenses were $275,485 and consisted primarily of $188,116 in professional fees and $69,557 in salaries. For the three month period ended October 31, 2007, the expenses were $313,042 and consisted primarily of $69,417 in professional fees, $91,880 in salaries and $19,518 in travel expenditures and $134,516 in compensation expenses.
Financial Condition, Liquidity and Capital Resources
The Company's principal capital resources have been acquired through the sale of shares of its common stock.
At October 31, 2008, the Company had negative working capital of $2,489,594 compared to negative working capital of $21,163 at January 31, 2008. This change is primarily the result of construction disbursements in China and development stage expenditures.
At October 31, 2008, the Company had total assets of $7,152,734 consisting of cash, current assets and property and equipment. At October 31, 2007 the Company had total assets $5,235,700. This change is primarily the result of accounts payable on property and equipment.
At October 31, 2008, the Company's total liabilities were $2,631,264. The Company's liabilities at January 31, 2008, were $504,812. The amount of $447,704 represents accounts payable and accrued professional fees, $2,073,276 is for property plant and equipment payables and $54,671 is a note payable. The minority interest of $55,613 ($88,228 as at January 31, 2008) represents the participation to capital by the Company’s two partners in the Joint Venture.
Results of Operations
The Company has entered into a joint venture named Xinjiang Yajia Distillate Company Limited (the "Venture") to produce ethanol in the People's Republic of China. The Venture will be located in Guangdong Industrial zone, Hami Shi, Xinjiang Province, People’s Republic of China. The Company owns 90% of the Venture. Xinjiang Wangye Brewing Co. Ltd. and Guangdong Kecheng Trading Co. Ltd. each own 5% of the Venture. All the activities of the Venture will be carried on in accordance with the laws, decrees, rules and regulations of the People’ Republic of China. The Venture will take the form of a limited liability company. It will have a term of ten years as of the date on which the business licence of the Venture is issued. At the liquidation of the Venture, the properties of the Venture will be distributed in proportion to the respective investment of each party.
Each party to the Venture will be liable for the Venture’s debts only to the extent of its investment therein. The profits of the Venture will be shared by the parties in proportion to their respective contributions to the total registered capital of the Venture, which as of the end of the period covered by this Quarterly Report, was as follows:
Initially, the total investment in the Venture was set at RMB 14,000,000 out of which RMB 10,000,000 was registered capital. This amount was divided between the three parties as follows:
Xinjiang Wangye Brewing Co. Ltd.: | RMB 500,000 | | | 5 | % |
Guangdong Kecheng Trading Co. Ltd: | RMB 500,000 | | | 5 | % |
Tiger Renewable Energy Ltd.: | RMB 9,000,000 | | | 90 | % |
On November 25, 2006 and June 6, 2007, the three parties executed Memorandums which collectively provide for the increase of the total investment in the Venture to RMB 50,000,000, including registered capital of RMB 31,100,000 and investment of RMB 18,900,000. The participation of each party remains the same, and the Company anticipates that its total contribution will equal RMB 45,000,000. Of this amount, to date, the Company has contributed $5,320,081 (RMB 39,900,608), including $3,732,000 (RMB 27,990,000) to registered capital and $1,618,659 (RMB 11,910,608) to investment. The Company’s two partners have each contributed $64,888 (RMB 486,660). The Memorandum provides that the Company will use commercially reasonable efforts to facilitate bank loans to enable Xinjiang Wangye Brewing Co. Ltd. and Guangdong Kecheng Trading Co. Ltd to invest in the Venture a total amount of approximately $125,000 each, the said amounts being used for the payment of their registered capital. Xinjiang Wangye Brewing Co. Ltd. and Guangdong Kecheng Trading Co. Ltd will provide their shareholder’s rights in the Venture to the Company as a guaranty for the Venture to the Company as a guaranty for the bank loans.
Total Investment: | RMB 50,000,000 |
Investment contributed by the parties in total registered capital
Xinjiang Wangye Brewing Co. Ltd.: | RMB 1,555,000 | | | 5 | % |
Guangdong Kecheng Trading Co. Ltd: | RMB 1,555,000 | | | 5 | % |
Tiger Ethanol International Inc.: | RMB 27,990,000 | | | 90 | % |
On November 25, 2006 one RMB was equal to 0.1247USD. The RMB 1,555,000 to be contributed by each of Xinjiang Wangye Brewing Co. Ltd. and Guangdong Kecheng Trading Co. Ltd to registered capital includes the $125,000 described above.
The responsibilities of the Company within the Venture will include providing the financial contribution described above, assisting with the Venture’s productive activities, assisting the Venture with technology and advanced management, handling matters relating to the selection and purchase of machinery and equipment outside China, providing assistance concerning the installation, testing and trial production using imported equipment, training technical personal, management personal and the other workers of the Venture, managing the finances of the Venture and its movements of funds, to be responsible for such other matters as it may be entrusted by the Venture.
The Venture is governed by a Board of Directors consisting of five members, one of which is appointed by Xinjiang Wangye Brewing Co. Ltd., one by Guangdong Kecheng Trading Co. Ltd and three by the Company. The Chairman and Vice-Chairman of the Board are appointed by the Board and have a term of office of four years, which term may be renewed. Resolutions of the Ventures’ Board are adopted or rejected upon a majority vote, except that certain significant issues concerning strategic direction require unanimous approval. The operation and management of the Venture are overseen by a General Manager nominated by Guangdong Kecheng Trading Co. Ltd for a period of four years. The General Manager’s duties and responsibilities consist of carrying out the various resolutions of the Venture’s Board of Directors and to organize and manage the daily operations of the Venture. The General Manager has the authority to delegate duties to subordinates; however, he retains overall operating responsibility. The General Manager of the Venture reports directly to the Company’s Chief Executive Officer.
Effective as of September 9, 2008, Mr. James Pak Chiu Leung resigned as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors. As of September 12, 2008, the Company appointed Robert George Clarke as Chief Executive Officer. Mr. Clarke has served as the Company’s Chairman and member of the Company’s Board of Directors since July 15, 2008. At the present time, Mr. Clarke is not receiving any compensation for his services to the Company.
The Venture intends to initially construct and operate a 20,000 metric ton annual capacity ethanol plant in Hami District. The Venture began constructing its ethanol plant in May of 2007. As discussed below, the Venture plans to operate this fuel ethanol production plant in Western China. The Venture plans to initially utilize locally grown corn as its bio-mass supply; however the Venture may switch to the use of sugar beets over a period of several years. The Hami plant is expected to commence production in March of 2009. After the Hami plant commences operations, it will take approximately eight months to achieve the full design annual production rate of 20,000 metric tons. The Company will require approximately fifty (50) employees prior to commencing production. At full capacity the plant is expected to employ a total of between eighty (80) and one hundred and twenty (120) production and administrative workers. (The prevailing labor rates in Western China expected to be paid to the Venture’s employees are approximately $2,400 per year at current exchange rates). At the present time, the Company has ten (10) employees in China.
To commence the production of ethanol, the Venture anticipates that it will require $10,000,000 for all costs including construction, plant ramp-up, associated initial production costs and working capital. The Venture plans to expend approximately $7,000,000 on engineering, construction and related costs for plant and equipment. It is anticipated that these expenditures will include approximately $1,500,000 for the ethanol plant, $1,125,000 for a steam plant, $1,375,000 for a recycling water station, storage tanks and an air pressure station, $500,000 for a workers’ dormitory and warehouse, $400,000 for a water treatment pool and $2,100,000 for other expenses. To date, the Venture has spent $5,000,000 of the $7,000,000 in planned expenditures on engineering and construction. We anticipate that we will need to raise an additional $5,700,000 to complete the ethanol manufacturing plant and commence production.
To date, the required additional capital has not been obtained and construction of the plant has not been completed. The current climate for raising new capital in the United States and Europe make it unlikely that new capital will come from either of those regions. The focus in recent months has been on Asian capital sources. A Hong Kong-based financial agent has been retained to identify possible sources of capital and discussions are underway.
The production of fuel ethanol from corn bio-mass is a well developed process used today in many parts of the world. In addition, depending on the success of local farmers in the cultivation of sugar beets, the Venture may switch from corn to sugar beets over the first two to three years of operations, which the Venture is confident could also be utilized in ethanol production. Accordingly, the Venture does not anticipate extensive expenditure for research and development in order to contrast its manufacturing facility and achieve economic levels of operation. However, the Venture does anticipate that once economic operations have been achieved, there will be limited research and development expenditures necessary to accomplish improvements in operating efficiency. Beyond constructing and operating its initial operating plant, the Venture may invest in significant third-party research and development activities intended to broaden the raw materials suitable for bio-mass use beyond those now useable in order to reduce the impact of ethanol production on the food supply. Should the Venture choose to make such investments in third-party research and development activities, it is anticipated that between $3,000,000 and $5,000,000 may be required.
The Company intends to provide funding for construction, working capital, hiring and initial research and development, if any, through a combination of the private placement of its equity securities, the public sales of its equity securities and limited borrowing from banks located in Western China.
Off Balance Sheet Arrangements
The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4T: Controls and Procedures
As of the end of the period covered by this Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and this information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
As reported in the Company’s Annual Report for the year ended January 31, 2008, the Company evaluated its internal control over financial reporting, under the supervision of the Company’s Chief Financial Officer as of January 31, 2008. Based on its evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of January 31, 2008 because it identified a material weakness in its internal control over the period-end financial reporting process.
The Company is in the process of improving its internal control over financial reporting in an effort to remediate this material weakness by improving period-end closing procedures and requiring all period-end recurring and non-recurring adjustments be reviewed by the Chief Financial Officer.
There have been no changes in the Company’s internal controls over financial reporting during the quarter ended October 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
PART II: OTHER INFORMATION
Item 1: Legal Proceedings
The Company is not, and has not been during the period covered by this Quarterly Report, a party to any legal proceedings.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
On August 12, 2008, Pellerin lawyers exchanged $38,905 of accounts payables for 155,621 shares of the Company’s common stock. The conversion price of these shares of the Company’s common stock, $.25 per share, is equal to the proposed maximum exchange offering purchase price per share provided in the Registration Statement Form S-1/A which resulted in a cost of $17,118 for the Company. The aforementioned stock issuance transaction was made with non-U.S. persons and was undertaken by the Company in reliance upon the exemption from securities registration of Regulation S of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Item 3: Defaults Upon Senior Securities
Not Applicable.
Item 4: Submission of Matters to a Vote of Security Holders
There have been no meetings of security holders during the period covered by this Quarterly Report.
No matters were submitted to the vote of the Company’s security holders during the period covered by this Quarterly Report.
Item 5: Other Information
Not Applicable.
Item 6: Exhibits
(a) Exhibits
| | Description of Exhibits |
| | |
Exhibit 10.28 | | Exchange Agreement by and between the Company and Pellerin lawyers, dated as of August 12, 2008. |
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Exhibit 31.1 | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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Exhibit 31.2 | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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Exhibit 32.1 | | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Exhibit 32.2 | | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TIGER RENEWABLE ENERGY LTD. |
| (Registrant) |
| |
Dated: December 15, 2008 | |
| By: | /s/ Robert George Clarke |
| | Name: | Robert George Clarke |
| | Title: | Principal Executive Officer |
| | | |
Dated: December 15, 2008 | | | |
| By: | /s/ Michel St-Pierre |
| | Name: | Michel St-Pierre |
| | Title: | Principal Financial Officer and Chief Accounting Officer |