On November 28, 2007, the Company loaned $65,000 to Tank Guangzhou. This loan is interest free, due on demand and fully repaid on December 20, 2007.
Shanghai Dazon has receivable from Shanghai Dazon Northern of $169,681 as of November 30, 2007. Shanghai Dazon owns 50% of Shanghai Dazon Northern and uses equity method to account for the operating results.
The related party receivable also included $2,772 as receivable from officer and $5,995 receivable from former officers of Tank (Arizona).
As of November 30, 2007, the Company has loans from its officers with the following breakdown:
The above loans from officers will be repaid in five equal monthly installments on January 30, 2008, June 30, 2008, July 30, 2008, August 30, 2008 and September 30, 2008.
The minority shareholder of Shanghai Dazon has 2.18% ownership of Shanghai Dazon. The minority interest in Shanghai Dazon amounts to $106,219 as of November 30, 2007.
On August 1, 2005, Tank entered into a lease agreement with one of the Company’s director for a term of 60 months with monthly payments of $19,900.
Minimum annual rent expense for Tank for the next 3 years subsequent to November 30, 2007 is as follows:
Period Amount
1 year after $238,800
2 year after $238,800
3 year after $159,200
On December 25, 2005, the Company’s subsidiary Redcat entered into a lease agreement for a term of 36 months until January 31, 2009. The rent expense for nine-month period ended November 30, 2007 was $190,886.
Minimum annual rent expense for Tank (Arizona) for the next 2 years subsequent to November 30, 2007 is as follows:
Period Amount
1 year after $254,515
2 year after $42,419
On May 1, 2005, the Company’s subsidiary Dazon Arizona Inc, entered into a lease agreement for a term of 60 months until April 30, 2010. The monthly payment for this rent is $8,985 for the period from May 1, 2007 to April 30, 2008. The rent expense for 15-day period ended November 30, 2007 was $4,493. The lease is guaranteed by an officer of PMI and in return PMI provides a letter of indemnity.
Minimum annual rent expense for Dazon Arizona for the next 3 years subsequent to November 30, 2007 is as follows:
Period Amount
1 year after $109,605
2 year after $112,700
3 year after $47,500
The Company purchased one hundred percent (100%) of the issued and outstanding common stock of PMI for 4,000,000 of the Company’s common shares and 1,500,000 of warrants. In conjunction with the acquisition, assets and liabilities were assumed are as follows:
The following table presents the allocation of the acquisition cost to the assets acquired and liabilities assumed:
The following is the pro forma financial information of the Company assuming the transaction had been consummated at the beginning of the nine-month period ended November 30, 2007 and 2006:
Statement of Operation Pro Forma: | | | | | | |
| | | | | | |
| | For the Nine Months | | | For the Nine Months | |
| | Ended November 30 | | | Ended November 30 | |
| | 2006 | | | 2007 | |
Revenues | | $ | 24,935,047 | | | $ | 14,260,313 | |
Cost of Sales | | | 20,403,925 | | | | 11,534,126 | |
Gross Profit | | | 4,531,119 | | | | 2,726,187 | |
| | | | | | | | |
Operating Expenses | | | 7,046,574 | | | | 5,408,248 | |
Income (loss) from operations | | | ( 2,485,455 | ) | | | (2,682,061) | |
Total Non-operating income (expenses) | | | (702,098 | ) | | | (358,372) | |
Net Income (loss) before income taxes | | | (3,187,553 | ) | | | (3,040,433) | |
Provision for income taxes | | | 834 | | | | 800 | |
Net Income (loss) | | | | | | | | |
| | $ | (3,188,387 | ) | | $ | (3,040,433 | ) |
\Earnings Per Shares: | | | | | | | | |
Basic and diluted | | $ | (0.10 | ) | | $ | (0.08 | ) |
Weighted average number of shares outstanding | | | 32,502,800 | | | | 38,532,533 | |
| | | | | | | | |
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations
The following discussion is intended to provide an analysis of our financial condition and Plan of Operation and should be read in conjunction with our financial statements and the notes thereto set forth herein. The matters discussed in this section that is not historical or current facts, deal with potential future circumstances and developments. Our actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below.
MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION
Since our inception, we have commenced the sale and distribution of motorcycles and ATV's under the brand name of TANK, and RedCat, the brand which we obtained through the acquisition of Lowprice.com, Inc.
On Sept 24th of 2007, the Company signed letter of intent with People’s Motor International Company Limited (PMI) to acquire 100% PMI stock by issuance of 4,000,000 shares of the Company’s restricted common stock under the SEC 144 rules and 1,500,000 warrant units exercisable for 30 months from the closing transaction date at price $0.64 per unit.
According to the LOI, the Company conducted a custodial management over PMI after the Company helped a short term financing of RMB9, 000,000 to PMI in order to repay a bank loan and certain vendor bills. The custodial management expired after the definitive stock purchase agreement signed by both parties.
PMI was incorporated in the British Virgin Islands in March of 2001. It is engaged in manufacture of buggies from 90cc to 1100cc in China. It has three active entities in China, US and Hong Kong. The entity in China, called PMI Shanghai Co., Ltd ( Shanghai Dazon), is a joint venture located in Pudong, Shanghai of which PMI owns 97.82%. Shanghai Dazon is the manufacturing arm of PMI and is a licensed sports recreational vehicle manufacturer in China.
PMI has conducted business in a unique way. It invested over $2.5 million in research and development of higher quality go kart in the past 5 years. As the result, the buggy units under the “ DAZON” brand that it shipped to European and US markets have gained highest quality reputation among Chinese buggy makers. Its production is EEC, EPA, CARB, CCC and ISO 9001-200 certified. It also holds 3 design patents in USA. In 2005, PMI peaked $12 mm sales revenue. The two other entities of PMI, one in Phoenix, Arizona and one in Hong Kong, are PMI’s distribution arms only.
On November 15, 2007, the Company signed definitive stock purchase agreement (SPA) with the shareholders of PMI. According to SPA, the Company would issue 2,400,000 shares of restricted common stock and 1,500,000 warrant units to 18 PMI shareholders exercisable at $0.64 within 30 months after the closing transaction. The remaining 1,600,000 shares of common stock will be issued on the 180th day after closing transaction. If there are undisclosed material liabilities above an agreed limit discovered after closing date in PMI’s book and other financial information that PMI provided prior to acquisition during the course of post acquisition audit, the Company is entitled to recover the damage or cost arising from such undisclosed liabilities by deducting shares from the remaining balance which are supposedly paid to the PMI shareholders on the 180th day.
Consolidation and Integration after Acquisition of RedCat
On January 30, 2007, Tank Sports Inc. successfully completed its acquisition of one hundred percent (100%) of the issued andoutstanding common stock of Lowprice.com, Inc., an Arizona corporation d/b/a RedCat Motors (the “Company”).
The consolidation and integration measures that we have taken to further strengthen our market position included, but not limited to, restructuring of management and operation team, consolidation of regional warehouse facility, ERP system integration, inventory control, development of marketing promotion and sales plan, improvement of customer service infrastructure. With all steps taken, managementbelieves that we will significantly increase our overall productivity and revenues, and reduce unnecessary costs and expenses. We anticipate that these measures will help achieve a goal of high profit margin with the controlled budget.
Since we have established stronger manufacturing resources in China, our successful acquisition of Lowprice.com, Inc. has strengthened a complementary to regional dealership network and synergy in a wider product mix of On and Off-road power sports vehicles. After acquisition, the Redcat and Tank dealership network has a total of 580-combined dealers.
We have started the operation under the AXAPTAERP system that we obtained through the acquisition to manage our sales through six warehouses nationwide. The system will allow the customers to place product and parts orders, make payment of the orders, and monitoring the order status 24/7 without personnel involvement. By using the system, we are building up a largest parts center warehouse for the Chinese motorcycles and ATVSin the US territory in El Monte by combining parts departments in Tank and Redcat Motors, where more than 3000 types of products and parts/accessories are in bar-coded and scanned into bin locations. Because of this, Tank/Redcat after-saleservice platform will become a value-added product to its customers and bring additional profitability. Parts and accessories has become a major focus for our business expansion. Tank expects to supply its dealers with helmets, goggles, apparel and other personalized products to boost sales and profit. Tank intends to gain its brand identity and increases new sales and profit margin.
Acquisition of PMI
On November 15, 2007, the Company completed the acquisition of one hundred percent (100%) of the issued and outstanding common stock of People’s Motor International Co, Ltd and its direct and indirect wholly-owned subsidiaries (“PMI”) pursuant to a Stock Purchase Agreement (the “Agreement”) by the Company and PMI.
With the acquisition, the Company has expanded its range of products offered and improved the product quality to differentiate itself from the competitors. This acquisition also brings in more intensive dealership network that includes regional and national chain store market, since PMI’s customers are mainly consisting of major regional or national chain stores and distributors in the US and European markets.
Management believes that the consolidation of Tank and PMI synergizes strengths of two companies in terms of product line, market sector and geography, factory facility, R&D capacity, and the skilled labor force. With PMI’s buggy and go kart line joining both Tank and Redcat existing line of motorcycles, scooters and ATVs, the Tank/Redcat dealers will have the added and brand new line in their show room which will help them to acquire more customers and increase revnue and profit while making the dealership business even more competitive. Further more, the acquisition will not only help Tank expand its market exposure to the European countries, adding new line to the current product line, penetrating mass chain store sales channel that Tank has previously not sold to yet, but also bring the capital items, such as manufacture facility, land and building to the Tank book which will help the company improve the balance sheet. The management is confident that the acquisition will help both companies take off to the next level with the well established foundations.
The acquisition is also benefiting PMI in several aspects, 1) it helps PMI management team turn around operation with Tank’s short term financing arrangement; 2) it makes it possible that PMI can utilize the combined Tank and Redcat dealership network to sell to dealer stores in the US, Middle and South America, and other parts of the world; 3) it will also help PMI to blast of the capital investment of branding strategy in R&D, parts and service network over past 6 years.
The management is confident that the acquisition will help both companies taking off to next level of the organization development with well established foundations. The acquisition has changed the company from a distribution/marketing/dealership entity into a manufacture-distribution/marketing-dealership combined organization.
Tank's Operational Model
We plan to achieve a total number of 900 dealerships, which includes 100 exclusive dealers (dealers that only sell Tank products) with a sales objective of each dealer in the amount of $150,000 - $500,000. Currently, we have a total number of 580 dealers in the US market.
With partnership with leading manufacturers and suppliers and its joint R&D effort to develop new generation products, we intend to enhance our dealership standardization by adding more productlines to our dealers.
We have reduced the redundancy to achieve a cost effective operation. So far, we have lowered our total number of employees from 42 to 24through the execution of the planin the US operation. We seek to achieve a goal ratio of $1 million in sales per employeein the US operation. An analysis of our basic operational expenses done by the company has found that the current level of staffing in the U.S. can still keep overall expenses under $4.30 million annually. This level of expensecan support the company's U.S. revenue up to between $23 and $30 million.
This plan hopefully will result in increased gross profit and net income. The consolidation of PMI and Tank is being undertaken. The results will be disclosed in a following up report.
1. | Generate Dealer Interest and Recruit Dealers.We have used our power sports vehicles to create awareness within the power sports industry. We have also displayed these vehicles at trade shows and events to generate dealer interest in TANK and RedCat products. We intend to continue our promotional efforts through public relations program, attending and displaying our products at dealer trade shows, direct mail efforts and direct solicitations of prospective customers. We believe our dealer qualification criteria are strict and they include experience, reputation, ability to serve the geographic territory and financial strength. |
2. | Generate Consumer Interest and Develop the TANK, RedCatand DAZONBrand Awareness.To date, our products have appeared in over 10 publications. We believe this publicity is critical to creating awareness of the TANK,RedCat and DAZON brands. We intend to continue our public relations efforts to create additional consumer interest and to support our dealers in targeted advertising and marketing efforts in their geographic territories. We also plan to continue to attend trade shows and events targeted to consumers to provide them with opportunities to see, and in some cases ride, our products. We believe these efforts, as well as mailing information to persons who have inquired about our products, will generate the customer awareness we believe is necessary to sell our products, and to develop the TANK,RedCatand DAZONbrands. |
3. | Continue to Merge and Acquire More IndustryEntities in Both US and China Market.The Company’s management has realized that the business expansion has to be achieved by both organic growth and M&A. With the firsttwomerger transactionsdone with the Lowprice.com, Incand PMI, the company has gainedskills and knowledge to take the Company to the next level through M&A. |
4. | Penetration into European market. The newly acquired subsidiary, PMI, has secured numerous orders from European customers. Its Dunne Buggies are approved for on road use with EEC Homologation certificates. |
Our focus in the next 12 months has been to seek necessary working capital, and to further execute our marketing plan to increase our sales. Our marketing plan focuses on dealers and the retail market, through comprehensiveprint advertising, participation in trade shows and other direct marketing efforts. Our marketing strategy is based on a reliable product, consistent quality, parts and service availability, and the delivery of a unique name and image. We estimate the necessary proceeds to implement this marketing campaign to be $220,000. We will activate these action plans when our cash flows allow us to do so.
FOR THE NINE MONTHS PERIOD ENDED NOVEMBER 30, 2007
We generated revenues of $9,889,680 for the nine months period ended November 30, 2007, a 27% increase as compared to $7,794,745 in revenues for the same period ended November 30, 2006. The increase is primarily attributable to improvement in the dealer network and wider product line achieved through RedCatand PMIacquisition.
Our gross profit for the nine months period ended November 30, 2007 was $2,249,976, a 2.7% decrease as compared to $2,313,433 in gross profit for the same period ended November 30, 2006. Gross profit, as a percentage of revenue, was 23% for the nine months period ended November 30, 2007, a 7% decrease from 30% in the comparable period of 2006. The decreased was primarily due to lower selling price for bulk sales, increased manufacturing costs affected by appreciation in Chinese currency (RMB) exchange rates and increased ocean freight and trucking cost.
Our net loss for the nine months period ended November 30, 2007 was approximately $1,511,480, a sharp drop as compared to a net gain for the same period ended November 30, 2006 of approximately $285,871. The net loss was primarily attributable to increase in operating expenses, especially in payroll and taxes after acquisition of RedCat, advertising, trade show, freight out, rents, and product liability and warranty insurances.
During the nine months period ended November 30, 2007, we recorded operating expenses of $3,554,824, consisting primarily of (i) $2,727,951 in general and administrative expenses; and (ii) $826,873 in selling expenses. For the same period ended November 30, 2006, we recorded operating expenses of $2,056,052, consisting primarily of (i) $1,424,644 in general and administrative expenses; and (ii) $631,408 in selling expenses. General and administrative expenses generally include corporate overhead, warehouse storage, insurance, financial transaction and administrative services.
Net cash flow used in operating activities were $3,227,684 during the nine months period ended November 30, 2007. Our net cash flows used in operating activities consisted primarily of $1,819,811in inventory and $1,392,908 in loans to related party and provided by $1,113,041 in accounts payable and accrued expenses. During the nine months period ended November 30, 2006, net cash flow used in operating activities was $880,707.
Net cash flows usedin investing activities were $246,801 during the nine months period ended November 30, 2007, consisting primarily of settlement of loans receivable to third party. Net cash flows used in investing activities were $49,507 during the nine months period ended November 30, 2006, which was primarily the result of purchases of computers and other office equipments and interior modification of an office space.
Net cash flow provided by financing activities were $1,410,502 during the nine months period ended November 30, 2007, which was primarily due to increase in loans payable of $2,064,455, repayment of notes payable of $400,000, repayment of due to affiliate of $1,088,068 and issuance of common stocks for cash of $1,014,114. During the same period ended November 30, 2006, net cash flows provided by financing activities were $996,937, consisting primarily of $2,517,753 as proceeds from loans payable and withdrawal of certificate of deposit of $1,520,816.
Reasons for Increase of Expenses for 2008Fiscal Year
The following factors have contributed to the increase of expenses for the 2008 fiscal year:
(1) | Increase in overhead expenses for auditing and filing reporting as a OTCBB company; |
(2) | Adjustment of dealership structure (drop in dealership number due to standardization of dealership selection criteria). |
(3) | Fees and requirements of applying for new models' entry to the market. |
(4) | Increased premium of insurance coverage. |
(5) | Overpaid dealership incentive and commission package, due to increase of covered items. |
(6) | Expenses to cutting employee redundancyto streamline operation efficiency. |
(7) | Additional expenses for warehouse/sales facility consolidation. |
(8) Organization restructuring cost and severance pay for post RedCat acquisition.
(9) Other acquisition related expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of November 30, 2007, our current assets were $9,247,618 and current liabilities were $13,616,749, net of Shares to be issued of $1,520,000 which will be classified as common stock and paid in capital once the shares certificates are issued. The working capital was deficit by $4,369,131.
As of November 30, 2007, we had cash and cash equivalents of $1,516,897.
We anticipate the future cash flow from revenue and existing financing facilities would be adequate to fund our operations over the next twelve (12) months. On September 12, 2007, we entered into a loan agreement with First General Bank of total $7,280,000 to replace the existing credit line of $6,500,000 with United CommercialBank. The increase in credit line is needed to finance the purchase of inventory and working capital. This loan is secured by our business assets, three personal properties owned by our major shareholders, personal guarantees by the major shareholders and by the Company’s affiliate, certificate deposits of $1,000,000 in the name of Tank Sports, Inc. and other certificates of deposits by our shareholders and unrelated parties. Generally, we have financed operations to date through cash flow and equity investments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to advertisement and marketing of our brand names, the expansion of dealership networks, and mergers and acquisitions. We intend to finance these expenditures from current and future revenues from operations and from other financing arrangement.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
MATERIAL COMMITMENTS
We haveno material commitments as at the date of this report.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." This statement applies to all voluntary changes in accounting principle and requires retrospective application to prior periods' financial statements of changes in accounting principle, unless this would be impracticable. This statement also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for the Company’s fiscal year beginning October 1, 2009. Management is currently evaluating the effect of this pronouncement on financial statements.
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This Statement replaces SFAS No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after Company’s fiscal year beginning October 1, 2009. While the Company has not yet evaluated this statement for the impact, if any, that SFAS No. 141(R) will have on its consolidated financial statements, the Company will be required to expense costs related to any acquisitions after September 30, 2009.
In February 2007, FASB issued FASB Statement No. 159, the Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.
The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The management is currently evaluating the effect of this pronouncement on financial statements.
In September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)’ This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:
a. A brief description of the provisions of this Statement
b. The date that adoption is required
c. The date the employer plans to adopt the recognition provisions of this Statement, if earlier.
The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.
In September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are identified and described in the financial statements. The preparation of our financial statements in conformity with U.S. generally accepted accounting principles require 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 the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Tank continually evaluates its critical accounting policies and estimation procedures. Estimates are often based on historical experience and on assumptions that are believed to be reasonable under the circumstances, but which could change in the future. Some of Tank's accounting policies and estimation procedures require the use of substantial judgment, and actual results could differ materially from the estimates underlying the amounts reported in the consolidated financial statements. A summary of our significant accounting policies is included in our financial statements which are included in PART I. FINANCIAL INFORMATION of this Form 10 - KSB.
In applying these policies, estimates and judgments affect the amounts at which accounts receivable, inventory, and certain liabilities are recorded and the useful lives of property and equipment. We apply our accounting policies on a consistent basis. Changes in circumstances are considered in our estimatesand judgments. Future changes in circumstances could result in changes in amounts at which assets and liabilities are recorded. Future changes could also affect the estimated useful levels of property and equipment, which could result in changes in depreciation expense or write offs or write downs of such assets.
Revenue Recognition. The Company's revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. Sales revenue is recognized when the delivery to customers (independent dealers and distributors) is completed and ownership is transferred, the price is fixed and determinable, no other significant obligations of the Company exist and collectibility is reasonably assured. Payments received prior to completing all aforementioned criteria are recorded as unearned revenue. The Company's dealers enter into an annual renewable contract and are required to maintain status as an authorize dealer in order to continue selling company's products. Dealers are required to assemble and prep the vehicles before they are sold, inform customer on warranties information and to repair and service the vehicles. The Company sets a fixed pricing structure each year. All dealers must follow the pricing structure or no more than 12% above or below the MSRP. Any additional discounts will need approval from the Company. The Company offers a limited and parts only warranties to all its dealers, distributors and retail customers. Tank requires its customer to be responsible for a 15% restocking fee for all unused return and shipping fees are non refundable. Used merchant cannot be returned without reason and the defective merchandise must be repaired. Tank has not historically recorded any significant sales return allowances because it has not been required to repurchase a significant number of units. However, should there be an adverse change in retail sales could cause this situation to change.
Allowance for Doubtful Accounts. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and change in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis.
Inventory. Inventories are valued at the lower of cost (determined on a weighted average basis) or market.
Machinery and Equipment. Machinery and Equipment are stated at costor valuation for Dazon certain assets valued according to marketduring the acquisitionof PMI. Land use Rights. Land Use Rights of PMI Shanghai are valued at market. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized.
Income taxes. The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Product warranties and insurance. Tank provides a limited warranty for parts only for a period of twelve months for its ATVs, Dirt bikes, Go Cars, and Scooters with a 50cc engine, for a period of three years for its cruiser motorcycles with Trademark "VISION" and Scooters with 150cc and 250 cc engines. Tank's standard warranties require the Company or its dealers to repair or replace defective products during such warranty periods at no cost to the consumer. Major cost incurred in connection with warranty obligations is the cost of new parts replacing the damage/defective parts. We have not recorded a liability for warranty obligations because they were immaterial for the periods presented; and we have recorded expenses when the costs wereactually incurred. Tank insures its product liability claims with ACORD Jordan and Jordan Insurance Agency, LLC. The product liability coverage are up to $1,000,000 limit per occurrence, $50,000 limits on damage to rented premises, $1,000,000 to personal injury, $2,000,000 to general aggregate and $2,000,000 limit to products comp/or aggregate. Historically, the Company has not experienced any threatened litigation or product liability claim. The Company believes that based on its historical product liability claim experience, the product liability insurance will be sufficient to cover any such claim.
Dazon Arizona has similar product warranty program.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act of 1934 are recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Securities Exchange Act of 1934 isaccumulated and communicated to management, including our Principal Executive Officer and Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.
Within the 90 days prior to the filing date of this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation was done under the supervision and with the participation of our Principal Executive Officer/Principal Accounting Officer. Based upon that evaluation, we have concluded that our disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy our disclosure obligations under the Exchange Act.
Changes in Internal Controls
There were no significant changes in our internal controls or in other factors that could significantly affect those controls since the most recent evaluation of such controls.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
On March 20, 2007, we received $1,000,000 investment fund from an accredited investor (as “Investor”) under the private placement agreement. Under the agreement, Investor purchased two million and eighty thousand (2,080,000) shares of Tank Sports restricted common stock with two hundred fifty thousand ( 250,000) warrants at an exercise price of $1.50 valid within two (2) years of the agreement date. According to the agreement, Investor will sit in the board as an independent board member.
We relied upon Section 4(2) of the Securities Act of 1933, as amended (the "Act") and Regulation D promulgated thereunder. Our officers and directors determined the sophistication of our investor, as the investor was an “accredited investor.”The investor completed a subscription agreement whereby the investor certified that said investor was “accredited”, purchasing the shares for his own account, with investment intent. This offering was not accompanied by general advertisement or general solicitation and the shares were issued with a Rule 144 restrictive legend.
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5: Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K
Form 8-k filed on April 11, 2007, and amended on April 12, 2007.
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TANK SPORTS, INC.
(Registrant)
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Date: January 18, 2008. | By: | /s/ Jiang Yong Ji |
| Jiang Yong Ji |
| Title: Chief Executive Officer |
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Date: January 18, 2008. | By: | /s/ Jing Jing Long |
| Jing Jing Long |
| Title: Chief Financial Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacitiesand on the dates indicated.
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Date: January 18, 2008. | By: | /s/ Jing Jing Long |
| Jing Jing Long |
| Title: Director |
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Date: January 18, 2008. | By: | /s/ Jiangyong Ji |
| Jiangyong Ji |
| Title: Director |
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Date: January 18, 2008. | By: | /s/ Jim Ji |
| Jim Ji |
| Title: Director |
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jiang Yong Ji, certify that:
1. | I have reviewed this quarterly report on Form 10-QSB of TANK SPORTS, INC.; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: |
| a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
| b) | evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior tothe filing date of this quarterly report (the "Evaluation Date"); and |
| c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and |
6. | The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: January 18, 2008.
/s/ Jiang Yong Ji
By Jiang Yong Ji
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Jing Jing Long, certify that:
1. | I have reviewed this quarterlyreport on Form 10-QSB of TANK SPORTS, INC.; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: |
| a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
| b) | evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and |
| c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and |
6. | The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: January 18, 2008.
/s/ Jing Jing Long
By: Jing Jing Long
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of TANK SPORTS, INC. (the "Company") on Form 10-QSB for the period ended November 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jiang Yong Ji, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: January 18, 2008. | By: | /s/ Jiang Yong Ji |
| Jiang Yong Ji |
| Title: Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of TANK SPORTS, INC. (the "Company") on Form 10-QSB for the period ended November 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jing Jing Long, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuantto Section 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: January 18, 2008. | By: | /s/ Jing Jing Long |
| Jing Jing Long |
| Title: Chief Financial Officer |