PART I-FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS.
The financial statements of China Bio-Immunity Corporation (the "Company"), a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company's Form 10-KSB for the transitional period ended December 31, 2007.
CHINA BIO-IMMUNITY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
PERIOD ENDED JUNE 30, 2008
| |
INDEX TO FINANCIAL STATEMENTS: | Page |
| |
Balance Sheets (Unaudited) | 2 |
| |
Statements of Operations (Unaudited) | 3 |
| |
Statements of Cash Flows (Unaudited) | 4 |
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Notes to Unaudited Financial Statements | 5 - 10 |
CHINA BIO-IMMUNITY CORPORATION
(fka Easy Golf Corporation)
(A Development Stage Company)
BALANCE SHEETS
| | | |
| June 30, | | December 31, |
| 2008 | | 2007 |
| (Unaudited) | | |
| | | |
ASSETS | | |
| | | |
Current Assets | | | |
Cash and cash equivalents | $ 96,894 | | $ 200 |
Prepaid expenses | 369 | | - |
Total Current Assets | 97,263 | | 200 |
Total Assets | $ 97,263 | | $ 200 |
| | | |
LIABILIITIES AND STOCKHOLDERS' EQUITY |
| | | |
Current Liabilities | | | |
Accounts payable | $ 55,874 | | $ - |
Advances from stockholders | 102,291 | | - |
Total Current Liabilities | 158,165 | | - |
Total Liabilities | 158,165 | | - |
| | | |
Stockholders' Equity (Deficit) | | | |
Common Stock - $0.001 par value, 50,000,000 shares | | | |
authorized 1,753,303 issued and outstanding, retroactively restated | 1,753 | | 1,753 |
Additional paid-in capital | 499,034 | | 499,034 |
Accumulated Deficit | (425,170) | | (425,170) |
Deficit accumulated from April 2, 2004, date of inception | | | |
and development stage | (136,519) | | (75,417) |
Total Stockholder's Equity (Deficit) | (60,902) | | 200 |
| | | |
Total Liabilities and Stockholders' Equity (Deficit) | $ 97,263 | | $ 200 |
The accompanying notes are an integral part of these financial statements
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CHINA BIO-IMMUNITY CORPORATION
(fka Easy Golf Corporation)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | | |
| | | | | | | | | | For the Period |
| | | | | | | | | | From |
| | | | | | | | | | April 2, 2004 |
| | | | | | | | | | (Date of inception |
| | For the 3 Months Ended | | For the 6 Months Ended | | of the Development |
| | June 30, | | June 30, | | Stage) Through |
| | 2008 | | 2007 | | 2008 | | 2007 | | June 30, 2008 |
| | | | | | | | | | |
Sales | | $ - | | $ 353 | | $ - | | $ 448 | | $ 1,006 |
| | | | | | | | | | |
Cost of Goods Sold | | - | | 150 | | - | | 209 | | 448 |
Gross Profit | | - | | 203 | | - | | 239 | | 558 |
| | | | | | | | | | |
Operating Expenses | | | | | | | | | | |
General & Administrative | | 24,329 | | 5,663 | | 61,407 | | 9,942 | | 128,410 |
Research & Development | | - | | - | | - | | 1,030 | | 1,358 |
Amortization | | - | | 116 | | - | | 232 | | 1,509 |
Total Operating Expenses | | 24,329 | | 5,779 | | 61,407 | | 11,204 | | 131,277 |
| | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | |
Interest Income | | 283 | | - | | 305 | | - | | 305 |
Impairment of License Rights | | | | - | | �� - | | - | | (3,141) |
Inventory Obsolescence | | | | - | | - | | - | | (2,964) |
Total Other Income (Expense) | | 283 | | - | | 305 | | - | | (5,800) |
| | | | | | | | | | |
Net Operating Loss Before Income Taxes | | (24,046) | | (5,576) | | (61,102) | | (10,965) | | (136,519) |
| | | | | | | | | | |
Benefit (Provision) for Income Taxes | | - | | - | | - | | - | | - |
| | | | | | | | | | |
Net Loss | | $ (24,046) | | $ (5,576) | | $ (61,102) | | $ (10,965) | | $ (136,519) |
| | | | | | | | | | |
Basic Loss per Share | | $ (0.01) | | $ (0.00) | | $ (0.03) | | $ (0.01) | | |
| | | | | | | | | | |
Weighted Average Common Shares | | | | | | | | | | |
Used In Per Share Calculations | | 1,753,303 | | 1,753,303 | | 1,753,303 | | 1,753,303 | | |
The accompanying notes are an integral part of these financial statements
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CHINA BIO-IMMUNITY CORPORATION
(fka Easy Golf Corporation)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | |
| | | | | For the Period |
| | | | | From April 2, |
| | | | | 2004 (Date of |
| | | | | Inception of the |
| | | | | Development |
| For the Six Months Ended | | Stage) Through |
| June 30, | | June 30, | | June 30, |
| 2008 | | 2007 | | 2008 |
Cash flows used in operating activities: | | | | | |
Net income (loss) | $ (61,102) | | $ (10,965) | | $ (136,519) |
Adjustments to reconcile net loss to cash used | | | | | |
in operating activities | | | | | |
Amortization | - | | 232 | | 1,509 |
Impairment of Licensing Rights | - | | - | | 3,141 |
Change in operating assets and liabilities: | | | | | |
(Increase) Decrease in Inventory | - | | 137 | | - |
(Increase) Decrease in Prepaid Expenses | (369) | | 135 | | (369) |
(Increase) Decrease in Deposits | - | | - | | - |
Increase (Decrease) Accounts Payable | 55,874 | | (4,457) | | 55,874 |
Net cash used in operating activities | (5,597) | | (14,918) | | (76,364) |
Cash flows from investing activities: | - | | - | | - |
Net cash flows provided by investing activities | - | | - | | - |
Cash flows from financing activities: | | | | | |
Proceeds from stockholders | 102,291 | | 15,020 | | 173,258 |
Net cash provided by financing activities | 102,291 | | 15,020 | | 173,258 |
Net increase in cash | 96,694 | | 102 | | 96,894 |
Cash and cash equivalents at beginning of period | 200 | | 105 | | - |
Cash and cash equivalents at end of period | $ 96,894 | | $ 207 | | $ 96,894 |
| | | | | |
Supplemental Disclosures of Cash Flow Information: | | | | |
Cash paid during the periods for: | | | | | |
Interest | $ - | | $ - | | $ 994 |
Income taxes | $ - | | $ - | | $ 1,905 |
| | | | | |
| | |
The accompanying notes are an integral part of these financial statements
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CHINA BIO-IMMUNITY CORPORATION
(fka Easy Golf Corporation)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization. China Bio-Immunity Corporation (fka Easy Golf Corporation. (fka Bio-Thrust, Inc.)) (“Company”) was incorporated on July 16, 1981 under the laws of the State of Utah. The Company was authorized to conduct any and all lawful business activity or enterprise for which corporations may be organized under the state of Utah. Due to inactivity and failure to file tax returns and annual reports to the State of Utah, the Company was involuntarily dissolved. A new corporation was organized on April 2, 2004 in the State of Utah with the name Bio-Thrust, Inc. and effective on that date the new corporation was merged with the old defunct predecessor Bio-Thrust, Inc. with the newly formed entity in good standing with the State of Utah being the survivor. The new company assumed all the assets, liabilities, rights, privileges, and obligations and has the same shareholders as the predecesso r corporation.
On February 17, 2005, Easy Golf Corporation was formed as a Nevada corporation and as a wholly owned subsidiary of the Company. One hundred shares of common stock were issued to the Company at inception. Fifty million (50,000,000) shares of common stock were authorized at a par value of $.001 per share.
On April 11, 2005, the Company and Easy Golf Corporation entered into a Plan and Agreement of Merger the purpose of which was to change the Company’s domicile to Nevada and to change the Company’s name to Easy Golf Corporation. In the agreement, the surviving corporation would be the newly formed Nevada corporation (Easy Golf Corporation). One share of common stock in Easy Golf Corporation was issued for twelve shares of common stock of Bio-Thrust, Inc. The initial one hundred shares of common stock originally issued to Bio-Thrust, Inc. were cancelled as part of the merger agreement
On December 27, 2007, Earn System Investment Limited, a British Virgin Islands Corporation, purchased 84.05% of the total common shares issued and outstanding of the Company from a shareholder of the Company. As a result of the purchase Earn System Investment Limited acquired voting control of the Company.
In conjunction with the share purchase transaction, on December 27, 2007 J. Michael Coombs resigned from his position as sole officer and director of the Company and Mr. Chipin Tuan was appointed by the board of directors as both a director and as the Company’s Chief Financial Officer and Mr. Quanfeng Wang as Chief Executive Officer.
On February 11, 2008, the Company caused a corporation to be formed under the laws of the State of Nevada called China Bio-Immunity Corporation (Merger Sub), as a wholly-owned subsidiary of the Company.
On February 12, 2008, the Registrant caused to be filed with the Nevada Secretary of State Articles of Merger and an Agreement and Plan of Merger whereby Merger Sub was merged with and into the Company with the Company remaining as the surviving entity. The effective date of the merger was February 21, 2008. As a result of the merger, the separate existence of Merger Sub ceased and the corporate name of the Company was changed to “China Bio-Immunity Corporation.” Prior to the merger, Merger Sub had no liabilities and nominal assets. The Company is the surviving corporation in the merger and, except for the name change provided for in the Agreement and Plan of Merger, there is no change in the directors, officers, capital structure or business of the Company.
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Pursuant to Nevada Revised Statute, Section 92A.180, the Company, as the parent domestic corporation owning at least 90 percent of the outstanding shares of common stock of the Merger Sub, merged Merger Sub into itself without the approval of the Registrant’s shareholders, and also effectuated a name change in conjunction with the merger without the approval of the Registrant’s shareholders.
Change of Fiscal Year. The Company has elected to change its fiscal year end from June 30 to a calendar year end December 31. The financial statements have been adjusted to reflect this change.
Development Stage. The Company is considered to be a Development Stage Company according to enterprises the provisions of SFAS 7 Accounting and Reporting by Development Stage. The Company is currently unable to estimate the length of time necessary to initiate operations and produce products from the technologies it has acquired in 2005 (see Note 2 and 4) and has no assurance that its products will be commercially viable.
Accounting Estimates. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management.
Cash and Cash Equivalents. For purposes of the financial statements, the Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.
Stock Based Compensation. The Company accounts for its stock based compensation in accordance with Statement of Financial Accounting Standard No. 123 R “Share Based Payment.” This statement establishes an accounting method based on the fair value of equity instruments awarded to employees as compensation. However, companies are permitted to continue applying previous accounting standards in the determination of net income with disclosure in the notes to the financial statements of the differences between previous accounting measurements and those formulated by the new accounting standard. The Company had adopted the disclosure only provisions of SFAS No. 123 R, and accordingly, the Company has elected to determine net income using previous accounting standards. Equity instruments issued to non-employees are valued based on the fair value of the services received or the fair value of the equity instr uments given up which ever is more reliably measurable.
License Rights and Amortization.
In accordance with Financial Accounting Standards Board Statement 142, “Goodwill and Other Intangible Assets”, license rights are carried at cost and are amortized over their estimated useful lives of 10 years. There are currently no intangible assets owned for which an indefinite life would be expected. The carrying value of the license rights is periodically reviewed and impairments, if any, are recognized when the expected future benefit to be derived from individual intangible assets is less than its carrying value. At December 31, 2007, the Company determined that the license rights would no longer be used in the operations of the Company. Therefore, the Company determined to fully impair the license rights in the amount of $3,141. Amortization expense for the six months ended June 30, 2008 and 2007 was $0 and $232 respectively.
Revenue Recognition.
The Company applies the provisions of SEC Staff Accounting Bulletin (“SAB”) No. 104, REVENUE RECOGNITION IN FINANCIAL STATEMENTS (“SAB104”), which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. The SAB 104 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. The Company earns revenues primarily from the sale of proprietary golf improvement products. Revenue is generally recognized on when the sale is made and delivered to the
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customer. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. The Company determines whether criteria (3) and (4) are met based on judgments regarding the nature of the fee charged for the products delivered and the collectibility of those fees. Advance payments are recorded on the Consolidated Balance Sheet as deferred revenue.
Income Taxes. The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” This statement requires an asset and liability approach for income taxes.
Earnings (Loss) Per Share. The computation of earnings (loss) per share is based on the weighted average number of shares outstanding during the period presented in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings (Loss) Per Share” (See Note 9).
Fair value of financial instruments. The fair value of the Company’s cash and cash equivalents, receivables, accounts payable, accrued liabilities and capital lease obligations approximate carrying value based on their effective interest rates compared to current market prices.
Recently Enacted Accounting Standards -Statement of Financial Accounting Standards (“SFAS”) No. 141R “Accounting for Business Combinations”, SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”, SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (as amended), SFAS No. 161, “ Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB No. 133 “ , SFAS No. 162 “ The Hierarchy of Generally Accepted Accounting Principles”, and SFAS No. 163 “ Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB No. 60 “ were recently issued. SFAS No. 141R, 159, 160, 161, 162, and 163 have no current applicability to the Company or their effect on the financial statements would not have be en significant.
NOTE 2—INVENTORIES
Inventories consisted of the following:
| | | | |
| | June 30, |
| | 2008 | | 2007 |
| | | | |
| Finished goods | $ - | | $ 2,964 |
| Raw materials | - | | - |
| Work in process | - | | - |
| Total | $ - | | $ 2,964 |
On December 27, 2007 the Company wrote off the inventory due to a change in control of the Company and due to the new business focus of the Company.
NOTE 3 – INTANGIBLE ASSETS
In December, 2007 intangible assets were considered impaired and were written-off. The balances at June 30, 2008 and June 30, 2007 consist of the following:
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| | | | |
| | June 30, |
| | 2008 | | 2007 |
| | | | |
| Licensing Costs | $ - | | $ 4,650 |
| Less: Accumulated Amortization | - | | (1,393) |
| Total | $ - | | $ 3,257 |
NOTE 4 – ACQUISITION OF TECHNOLOGY
On March 10, 2005, the Company entered into an Exclusive Patent, Trademark and Tradename Licensing Agreement whereby the Company issued an officer and shareholder of the Company 35,000,000 common shares in consideration for the right to license and use a proprietary golf improvement product valued at $4,650 or $.0001329 per share. In addition to the issuance of stock, the Company also agreed to pay the shareholder a five percent (5%) royalty on the net sales price or net proceeds from sales of the product. As discussed in Note 3 to these financial statements the license rights were considered impaired and written-off during the year ended December 31, 2007.
NOTE 5 –COMMON STOCK
Common Stock. The Company has authorized 50,000,000 shares of common stock with a par value of $.001.
As indicated in Note 1, on April 11, 2005, the Company entered into a Plan and Agreement of Merger with Easy Golf Corporation. In the agreement, the surviving corporation would be the newly formed Nevada corporation (Easy Golf Corporation). One share of common stock in Easy Golf Corporation was issued for twelve shares of common stock of Bio-Thrust, Inc. The initial one hundred shares of common stock originally issued to Bio-Thrust, Inc. were cancelled as part of the merger agreement.
Effective April 7, 2008, the Company completed a one-for-two (1-for-2) reverse stock split of its outstanding shares of common stock (the “Reverse Split”). As a result of the Reverse Split the Company’s common stock ceased trading under the symbol “CHBB” and began trading under the symbol “CHHB”.
Through the Reverse Spilt, the total number of outstanding shares of the Company’s common stock was reduced from 3,506,428 to 1,753,303 shares presently issued and outstanding. The Reverse Split affected all of the holders of all classes of the Registrant’s common stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company or proportionate voting power, except for insignificant changes that will result from the rounding of fractional shares. The Reverse Split did not cause a reduction in the Company’s 50,000,000 shares of authorized common stock. No fractional shares were issued for any fractional share interest created by the Reverse Split; shareholders received a full share of common stock for any fractional share interests created by the Reverse Split. All stock numbers in the accompanying consolidated financial statements and these notes have been adjusted to reflect the e ffects of the reverse split.
NOTE 6 – RELATED PARTY TRANSACTIONS
Related Party Advances. During the period from inception of the development stage April 2, 2004 through December 27, 2007, an officer and shareholder of the Company had advanced the Company $70,967 to pay operating costs of the Company. The advances bore no interest and were due on demand. At December 27, 2007 the shareholder forgave all the advances. In accordance with APB 26, paragraph 20, the Company recorded the forgiveness as a contribution to capital. During the interim period, Earn System Investment Limited, a shareholder of the Company, advanced the Company $102,291. The advances bear no interest and are due on demand.
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NOTE 7 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company does not have adequate working capital to pursue its planned operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary funds through loans, through additional sales of its common stock or through the possible acquisition of other companies. There is no assurance that the Company will be successful in raising this additional capital.
NOTE 8 – INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of the temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards. The Company has available at June 30, 2008 an unused operating loss carryforward of approximately $136,519 which may be applied against future taxable income and which expires in various years through 2028. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the net deferred tax assets, the Company has established a valuation allowance equal to their tax effect and, therefore, no deferred tax asset has been recognized. The net deferred tax assets are approximately $20,478 and $11,313 as of June 30, 2008 and December 31, 2007, respectfully, with an offsetting valuation allowance of the same amount, resulting in a change in the valuation allowance of approximately $9,165 and $1,645 during the six months ended June 30, 2008 and 2007.
| | | | | |
| | For the Periods Ended June, 30 December 31, |
| | 2008 | | 2007 |
| Deferred tax asset: | | | |
| Net operating loss carryforward | $ 20,478 | | $ 11,313 |
| Valuation allowance | (20,478) | | (11,313) |
| | $ - | | $ - |
| | | | |
| The components of income tax expense are as follows: | |
| | | | |
| | For the Six Months Ended June 30, |
| | 2008 | | 2007 |
| | | | |
| Current federal tax | $ - | | $ - |
| Current state tax | - | | - |
| Change in NOL benefit | (9,165) | | (1,645) |
| Change in allowance | 9,165 | | 1,645 |
| | $ - | | $ - |
NOTE 9 – LOSS PER SHARE
The following data show the amounts used in computing loss per share:
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| | | | | |
| | For the Six Months | |
| | Ended June 30, | |
| | 2008 | | 2007 | |
| | | | | |
| (Loss) from continuing operations available | | | |
| to common stockholders (numerator) | $ (61,102) | | $ (10,965) | |
| Weighted average number of common | | | | |
| shares outstanding used in earnings | | | | |
| per share during the period (denominator) | 1,753,303 | | 1,753,303 | |
| Basic loss per share | $ (0.03) | | $ (0.01) | |
Dilutive loss per share were not presented, as the Company had no common equivalent shares for all periods presented that would effect the computation of diluted earnings (loss) per share.
NOTE 10 – CHANGE IN CONTROL OF CORPORATION
As mentioned in Note 1 to these financial statements, on December 27, 2007, Earn System Investment Limited, a British Virgin Islands Corporation, purchased 84.05% of the total common shares issued and outstanding of the Company from a shareholder of the Company. As a result of the purchase Earn System Investment Limited acquired voting control of the Company.
In conjunction with the share purchase transaction, on December 27, 2007 J. Michael Coombs resigned from his position as sole officer and director of the Company and Mr. Chipin Tuan was appointed by the board of directors as both a director and as the Company’s Chief Financial Officer and Mr. Quanfeng Wang as Chief Executive Officer.
NOTE 11 – MERGER AND NAME CHANGE
As mentioned in Note 1 to these financial statements, on February 11, 2008, the Company caused a corporation to be formed under the laws of the State of Nevada called China Bio-Immunity Corporation (Merger Sub), as a wholly-owned subsidiary of the Company.
On February 12, 2008, the Registrant caused to be filed with the Nevada Secretary of State Articles of Merger and an Agreement and Plan of Merger whereby Merger Sub was merged with and into the Company with the Company remaining as the surviving entity. The effective date of the merger was February 21, 2008. As a result of the merger, the separate existence of Merger Sub ceased and the corporate name of the Company was changed to “China Bio-Immunity Corporation.” Prior to the merger, Merger Sub had no liabilities and nominal assets. The Company is the surviving corporation in the merger and, except for the name change provided for in the Agreement and Plan of Merger, there is no change in the directors, officers, capital structure or business of the Company.
Pursuant to Nevada Revised Statute, Section 92A.180, the Company, as the parent domestic corporation owning at least 90 percent of the outstanding shares of common stock of the Merger Sub, merged Merger Sub into itself without the approval of the Registrant’s shareholders, and also effectuated a name change in conjunction with the merger without the approval of the Registrant’s shareholders.
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ITEM 2.
MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.
Overview and Recent Developments
China Bio-Immunity Corporation (f/k/a Easy Golf Corporation) was incorporated in the State of Utah on July 16, 1981 as Thrust Resources, Inc. The Company is currently a "shell" company with no or nominal operations and no or nominal assets. The Company’s current business plan is to identify, evaluate and investigate various companies with the intent that, if such investigation warrants, a reverse merger transaction be negotiated and completed pursuant to which the Company would acquire a target company with an operating business, with the intent of continuing the acquired company's business as a publicly held entity. The Company has limited capital with which to provide the owners of the target company with any significant cash or other assets and, as such, the Company will only be able to offer owners of a target company the opportunity to acquire a controlling ownership interest in the Company. The Company is c urrently investigating the possibility of pursuing a reverse merger transaction with an operating business located in China.
For the fiscal year ending December 31, 2008, the Company expects to continue with its efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction. The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to operate at a loss after completion of a business combination. During the next twelve (12) months, the Company will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934 as amended. This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year. Furthermore, once a business combination is comp leted, the Company’s needs for additional financing are likely to increase substantially. No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals,
11
arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate.
Liquidity and Capital Resources
As of June 30, 2008, the Company’s balance sheet reflects total assets of US $ 97,263 and total current liabilities of $158,165. The Company has cash on hand of US $96,894 and a deficit accumulated in the development stage of $136,519.
As noted above, for the period ended June 30, 2008, the Company had cash on hand of US $96,984. For the period ended December 31, 2007, the Company had cash on hand of $200. From December 31, 2007 to June 30, 2008 there was an increase in cash and cash equivalents available to the Company in the amount of approximately $96,784. The increase in available cash was due to an advance by Earn System Investment Limited, a shareholder of the Company. The Company anticipates that it will use these funds to fund its ongoing business expenses. Once the Company exhausts these funds, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will continue to rely on its majority shareholder to pay expenses on its behalf. The major ity shareholders are under no obligation to pay such expenses. If the Company is unable to raise additional funds, it may not be able to pursue its business plan. In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.
Off Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4T.
CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosu re. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.
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As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievem ent of these objectives.
Changes in Internal Control over Financial Reporting
There was no change in the Company's internal control over financial reporting during the period ended June 30, 2008, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II-OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
ITEM 1A. RISK FACTORS.
Not Applicable.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5.
OTHER INFORMATION.
Effective April 7, 2008, China Bio-Immunity Corporation (the “Registrant”) completed a one-for-two (1-for-2) reverse stock split of its outstanding shares of common stock (the “Reverse Split”). As a result of the Reverse Split the Registrant’s common stock ceased trading under the symbol “CHBB” and began trading under the symbol “CHHB”.
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Through the Reverse Spilt, the total number of outstanding shares of the Registrant’s common stock was reduced from 3,506,428 to 1,753,303 shares presently issued and outstanding. The Reverse Split affected all of the holders of all classes of the Registrant’s common stock uniformly and did not affect any stockholder’s percentage ownership interest in the Registrant or proportionate voting power, except for insignificant changes that will result from the rounding of fractional shares. The Reverse Split did not cause a reduction in the Registrant’s 50,000,000 shares of authorized common stock.
No fractional shares were issued for any fractional share interest created by the Reverse Split; shareholders received a full share of common stock for any fractional share interests created by the Reverse Split. All stock amounts in the accompanying consolidated financial statements and notes have been adjusted to reflect the effects of the Reverse Split.
ITEM 6.
EXHIBITS.
(a)
The following exhibits are filed herewith:
31.1
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
* filed herewith
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.
CHINA BIO-IMMUNITY CORPORATION
By: /S/ Quanfeng Wang
Quanfeng Wang, Chief Executive Officer
Date: July 30, 2008
By: /S/ Chipin Tuan
Chipin Tuan, Chief Financial Officer
Date: July30, 2008
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