U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| þ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the quarterly period ended June 30, 2008 |
¨ 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 000-1365354
WEIKANG BIO-TECHNOLOGY GROUP COMPANY, INC.
(Exact name of small business issuer as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) | 26-2816569 (I.R.S. employer identification number) |
1Economic & Technology Development Zone Chengxu Village Shuangcheng Town, Shuangcheng City Heilongjiang Province, PRC (Address of principal executive offices and zip code) (86) 0451-88355530 (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: | None |
Securities registered pursuant to Section 12(g) of the Act: | Common Stock, par value $0.00001 per share |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark whether the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes þ No o
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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 o Accelerated Filer o
Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of August 11, 2008, the Registrant had 25,229,800 shares of Common Stock outstanding.
WEIKANG BIO-TECHNOLOGY GROUP CO, INC.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | |
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PART I. FINANCIAL INFORMATION | |
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Item 1. | Financial Statements (unaudited) | 3 |
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| Consolidated Balance Sheet as of June 30, 2008 | 3 |
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| Consolidated Statements of Income and Other Comprehensive Income for the Six Months and Three Months Ended June 30, 2008 | 4 |
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| Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 | 5 |
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| Notes to the Consolidated Financial Statements as of June 30, 2008 | 6-17 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18-26 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 26 |
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Item 4. | Controls and Procedures | 26-27 |
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PART II. OTHER INFORMATION | 28 |
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Item 1. | Legal Proceedings | 28 |
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Item 1A. | Risk Factors | 28-37 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 38 |
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Item 3. | Defaults Upon Senior Securities | 38 |
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Item 4. | Submission of Matters to a Vote of Security Holders | 38 |
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Item 5. | Other Information | 38 |
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Item 6. | Exhibits | 39 |
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SIGNATURES | 40 |
Some of the statements made by us in this Quarterly Report on Form 10-Q are forward-looking in nature, including but not limited to, statements relating to our future revenue, product development, demand, acceptance and market share, gross margins, levels of research and development, our management's plans and objectives for our current and future operations, and other statements that are not historical facts. Forward-looking statements include, but are not limited to, statements that are not historical facts, and statements including forms of the words "intend", "believe", "will", "may", "could", "expect", "anticipate", "plan", "possible", and similar terms. Actual results could differ materially from the results implied by the forward looking statements due to a variety of factors, many of which are discussed throughout this Quarterly Report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release any revisions to these forward-looking statements that may reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us include, but are not limited to:
| ● | our ability to finance our activities and maintain our financial liquidity; |
| ● | our ability to attract and retain qualified, knowledgeable employees; |
| ● | the impact of general economic conditions on our business; |
| ● | postponements, reductions, or cancellations in orders from new or existing customers; |
| ● | the limited number of potential customers for our products; |
| ● | the variability in gross margins on our products; |
| ● | our ability to develop and market new products successfully; |
| ● | our ability to acquire new customers in the future; and |
| ● | deterioration of business and economic conditions in our markets. |
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update this forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.
In this document, the words "we," "our," "ours," "us," and “Company” refer to Weikang Bio-Technology Group Co, Inc. and our subsidiaries.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
WEIKANG BIO-TECHNOLOGY GROUP CO, INC. AND SUBSIDIARIES | | | | |
CONSOLIDATED BALANCE SHEETS | | | | |
| | | | | | |
| | June 30, 2008 | | | December 31, 2007 | |
| | (Unaudited) | | | | |
ASSETS | | | | | | |
| | | | | | |
CURRENT ASSETS | | | | | | |
Cash & cash equivalents | | $ | 24,704 | | | $ | 117,240 | |
Accounts receivable | | | 75,938 | | | | 25,711 | |
Advance to suppliers | | | 72,568 | | | | 73,033 | |
Inventory | | | 151,590 | | | | 199,160 | |
Other receivables | | | 32,231 | | | | 66,082 | |
Due from officer | | | 4,939,352 | | | | 2,818,265 | |
Due from related party | | | 181,691 | | | | 135,777 | |
| | | | | | | | |
Total current assets | | | 5,478,074 | | | | 3,435,268 | |
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NONCURRENT ASSETS | | | | | | | | |
Property and equipment, net | | | 3,890,554 | | | | 3,771,188 | |
Construction in progress | | | 338,168 | | | | 275,832 | |
Intangible assets | | | 565,730 | | | | 538,355 | |
Deferred tax asset | | | 29,487 | | | | 27,726 | |
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Total noncurrent assets | | | 4,823,939 | | | | 4,613,101 | |
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TOTAL ASSETS | | $ | 10,302,013 | | | $ | 8,048,369 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
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CURRENT LIABILITIES | | | | | | | | |
Accounts payable | | $ | 38,918 | | | $ | 24,417 | |
Value added tax payable | | | 22,379 | | | | - | |
Accrued liabilities and other payables | | | 7,628,137 | | | | 7,627,907 | |
Advance from officer | | | 650,000 | | | | 650,000 | |
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Total current liabilities | | | 8,339,434 | | | | 8,302,324 | |
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CONTINGENCIES | | | | | | | | |
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STOCKHOLDERS' EQUITY | | | | | | | | |
Common stock, $.00001 par value; authorized shares | | | | | |
100,000,000; issued and outstanding 25,229,800 shares | | | 252 | | | | 252 | |
Additional paid in capital | | | (252 | ) | | | (252 | ) |
Statutory reserve | | | 180,411 | | | | 19,961 | |
Accumulated other comprehensive income | | | 753,676 | | | | 196,432 | |
Retained earnings (accumulated deficit) | | | 1,028,492 | | | | (470,348 | ) |
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Total stockholders' equity | | | 1,962,579 | | | | (253,955 | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 10,302,013 | | | $ | 8,048,369 | |
The accompanying notes are an integral part of these consolidated financial statements
WEIKANG BIO-TECHNOLOGY GROUP CO, INC. AND SUBSIDIARIES | |
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME | |
(Unaudited) | |
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| | FOR THE SIX MONTHS ENDED | | | FOR THE THREE MONTHS ENDED | |
| | JUNE 30, 2008 | | | JUNE 30, 2008 | |
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Net sales | | $ | 3,199,898 | | | $ | 2,053,680 | |
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Cost of goods sold | | | 1,166,038 | | | | 711,365 | |
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Gross profit | | | 2,033,860 | | | | 1,342,315 | |
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Operating expenses | | | | | | | | |
Selling expenses | | | 5,559 | | | | 359 | |
General and administrative expenses | | | 367,863 | | | | 239,951 | |
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Total operating expenses | | | 373,422 | | | | 240,310 | |
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Income from operations | | | 1,660,438 | | | | 1,102,005 | |
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Non-operating income (expenses) | | | | | | | | |
Interest income | | | 167 | | | | 65 | |
Financial expense | | | (605 | ) | | | (114 | ) |
Other expenses | | | (708 | ) | | | (708 | ) |
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Total non-operating expenses | | | (1,146 | ) | | | (757 | ) |
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Net income | | | 1,659,292 | | | | 1,101,248 | |
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Other comprehensive item | | | | | | | | |
Foreign currency translation | | | 557,244 | | | | 231,065 | |
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Comprehensive Income | | $ | 2,216,536 | | | $ | 1,332,313 | |
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Basic and diluted weighted average shares outstanding | | | 25,229,800 | | | | 25,229,800 | |
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Basic and diluted net earnings per share | | $ | 0.07 | | | $ | 0.04 | |
The accompanying notes are an integral part of these consolidated financial statements
WEIKANG BIO-TECHNOLOGY GROUP CO, INC. AND SUBSIDIARIES | |
CONSOLIDATED STATEMENT OF CASH FLOWS | |
FOR THE SIX MONTHS ENDED JUNE 30, 2008 | |
(Unaudited) | |
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CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net income | | $ | 1,659,292 | |
Adjustments to reconcile net income to net cash | | | | |
provided by operating activities: | | | | |
Depreciation and amortization | | | 144,584 | |
(Increase) decrease in current assets: | | | | |
Accounts receivable | | | (47,224 | ) |
Other receivables and advances to suppliers | | | 23,429 | |
Inventory | | | 58,520 | |
Increase (decrease) in current liabilities: | | | | |
Accounts payable | | | 12,585 | |
Other payables | | | (245 | ) |
Value added tax payable | | | 40,253 | |
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Net cash provided by operating activities | | | 1,891,194 | |
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CASH FLOWS FROM INVESTING ACTIVITIES: | | | | |
Acquisition of property & equipment | | | (21,215 | ) |
Construction in progress | | | (43,555 | ) |
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Net cash used in investing activities | | | (64,770 | ) |
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CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Due from officer | | | (1,887,347 | ) |
Due from related party | | | (36,240 | ) |
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Net cash used in financing activities | | | (1,923,587 | ) |
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EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS | | | 4,627 | |
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DECREASE IN CASH & CASH EQUIVALENTS | | | (92,536 | ) |
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CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD | | | 117,240 | |
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CASH & CASH EQUIVALENTS, END OF PERIOD | | $ | 24,704 | |
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Supplemental Cash flow data: | | | | |
Income tax paid | | $ | - | |
Interest paid | | $ | - | |
The accompanying notes are an integral part of these consolidated financial statements
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Weikang Bio-Technology Group Co., Inc., a Nevada corporation (“Weikang” or “the Company) was originally incorporated on May 12, 2004 in the State of Florida as Expedition Leasing, Inc. (“Expedition”). The Company reincorporated to Nevada and changed to its present name on July 12, 2008, pursuant to a merger with Weikang, a wholly owned subsidiary, with Weikang as the surviving entity. The Company is engaged in the development, manufacture and distribution of health and nutritional supplements through its indirect wholly owned operating subsidiary, Heilongjiang Weikang Biotechnology Group Co., Ltd. (“Heilongjiang Weikang”) in the People’s Republic of China (“PRC” of “China”).
On December 7, 2007, the Company (as Expedition) entered into an exchange agreement with Sinary Bio-Technology Holdings Group, Inc., a Nevada corporation (“Sinary”) and its sole shareholder (the “Sinary Stockholder”) on December 7, 2007, pursuant to which the Company issued 24,725,200 shares of its common stock to the Sinary Stockholder in exchange for all of the issued and outstanding common shares of Sinary. Concurrently, Sinary paid $650,000 to certain former shareholders of the Company, who surrendered an aggregate of 24,725,200 shares of the Company’s common stock held by them to the Company for cancellation. As a result, the Sinary Stockholder currently owns 98% shares of the Company. Since the Closing Date, Sinary has become a wholly owned subsidiary of the Company.
Prior to the acquisition of Sinary, the Company was a non-operating public shell corporation. Pursuant to Securities and Exchange Commission (“SEC”) rules, the merger or acquisition of a private operating company into a non-operating public shell corporation with nominal net assets is considered a capital transaction in substance, rather than a business combination. Accordingly, for accounting purposes, the transaction has been treated as a reverse acquisition and a recapitalization, and pro forma information is not presented. Transaction costs incurred in the reverse acquisition have been charged to expense.
Sinary was incorporated under the laws of the State of Nevada on August 31, 2007. On October 25, 2007, Sinary entered into an equity interests transfer agreement with the stockholders of Heilongjiang Weikang, a limited liability company in the PRC, to acquire 100% of the equity interests of Heilongjiang Weikang for the sum of 57 million Renminbi (“RMB”), or approximately 7.6 million US dollars.
Heilongjiang Weikang was incorporated in the Heilongjiang Province, PRC on March 29, 2005, and formerly known as Heilongjiang Province Weikang Bio-Engineering Co., Ltd. Heilongjiang Weikang is engaged in development, manufacture and distribution of health and nutritional supplements in the PRC.
The unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s 2007 audited financial statements. The results for the six and three months ended June 30, 2008 do not necessarily indicate the results for the full year ended December 31, 2008.
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principle of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Sinary, and the results of operations of Weikang, Sinary’s wholly-owned subsidiary, from the date of acquisition. All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates
In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the recoverability of long-lived assets and the valuation of inventories. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts Receivable
The Company’s policy is to maintain 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 changes in customer payment patterns to evaluate the adequacy of these reserves. There were no allowances for bad debts at June 30, 2008 and December 31, 2007.
Inventory
Inventories are valued at a lower cost or market with cost determined on a moving weighted average basis. Costs of work in progress and finished goods comprise direct material, direct production cost and an allocated portion of production overheads.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for all assets with estimated lives ranging from 3 to 20 years as follows:
Building | 20 years |
Vehicle | 5 years |
Office Equipment | 3-7 years |
Production Equipment | 3-6 years |
Land Use Right
Right to use land is stated at cost less accumulated amortization. Amortization is provided using the straight-line method over 50 years.
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Impairment of Long-Lived Assets
Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of long-lived assets to be held and used is measured by a comparison between the carrying amount of an asset and the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is the amount that the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined by the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of June 30, 2008 and December 31, 2007, there were no significant impairments of its long-lived assets.
Income Taxes
The Company uses Statement of Financial Accounting Standards (“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 considered as the tax consequences in future years for 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.
The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. Based on FIN 48, the Company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48. Based on Interpretation 48, the Company recognized no material adjustments to liabilities or stockholders equity. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the positions taken or the amount of the positions that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely to be realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Interests associated with unrecognized tax benefits are classified as interest expenses and penalties are classified in selling, general and administrative expenses in the statements of income. The adoption of FIN 48 did not have a material impact on the Company’s financial statements.
Weikang is governed by the Income Tax Law of the PRC concerning the private enterprises that are generally subject to tax at a statutory rate of 25% (33% prior to 2008) on income reported in the statutory financial statements after appropriate tax adjustments. Weikang is exempt from income tax for three years from 2006 to 2008.
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company's revenue recognition policies are in compliance with SEC Staff Accounting Bulletin (“SAB”) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured. Payments received before all the relevant criteria for revenue recognition is met are recorded as unearned revenue.
Sales revenue represents the invoiced value of goods, which is subject to net of value-added tax (“VAT”). All of the Company’s products are sold in the PRC and are subject to Chinese value-added tax of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their end product. The Company recorded VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables.
Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government. VAT taxes are not affected by the income tax holiday.
Sales returns and allowances was $0 for the six months ended June 30, 2008. The Company does not provide unconditional right of return, price protection or any other concessions to its dealers or other customers.
Cost of Goods Sold
Cost of goods sold consists primarily of material costs, employee compensation, depreciation and related expenses, which are directly attributable to the production of products. Write-down of inventory to lower cost or market is also recorded in cost of goods sold.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist primarily of accounts receivable and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of its clients' financial condition and customer payment practices to minimize collecting risk on accounts receivable.
The operations of the Company are located in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, as well as by the overall performance of the PRC’s economy.
Statement of Cash Flows
In accordance with SFAS No. 95, “Statement of Cash Flows,” cash flows from the Company's operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.
Fair Value of Financial Instruments
SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Foreign Currency Translation and Comprehensive Income (Loss)
The Company’s functional currency is the Renminbi (“RMB”). For financial reporting purposes, RMB has been translated into United States dollars ("USD") as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated other comprehensive income".
Gains and losses resulting from foreign currency transactions are included in income. There has been no significant fluctuation in exchange rate for the conversion of RMB to USD after the balance sheet date.
The Company uses SFAS No 130, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders. Comprehensive income for the six months ended June 30, 2008 included net income and foreign currency translation adjustments.
Basic and Diluted Earning Per Share (EPS)
Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similarly to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted net earning per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
Segment Reporting
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" requires a use of the “management approach” model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manners in which management disaggregates a company.
SFAS 131 has no effect on the Company's financial statements as substantially all of the Company's operations are conducted in one industry segment. The Company has one reportable business segment. All of the Company's assets are located in the PRC.
Research and Development
Research and development costs are related primarily to the development of new nutritional and health supplements products. Research and development costs are expenses as incurred. For the six months ended June 30, 2008 the research and development expense was $0.
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Start-up Costs
In accordance with the American Institute of Certified Public Accountants Statement of Position 98-5, “Reporting on the Costs of Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.
New Accounting Pronouncements
The Hierarchy of Generally Accepted Accounting Principles
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement will not have an impact on the Company’s financial statements.
Disclosures about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133.” This Statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Based on current conditions, the Company does not believe that the adoption of SFAS 161 will have a significant impact on its results of operations or financial position.
Noncontrolling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements separated from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured by the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS 160 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Based on current conditions, the Company does not believe that the adoption of SFAS 160 will have a significant impact on its results of operations or financial position.
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Business Combinations
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R will significantly change the accounting for business combinations. Under SFAS 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141R will change the accounting treatment for certain specific items, including:
| · | Acquisition costs will be generally expensed as incurred; |
| · | Noncontrolling interests (formerly known as “minority interests” – see SFAS 160 discussion below) will be valued at fair value at the acquisition date; |
| · | Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies; |
| · | In-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; |
| · | Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and |
| · | Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. |
SFAS 141R also includes a substantial number of new disclosure requirements. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, since we are a calendar year-end company we will continue to record and disclose business combinations following existing GAAP until January 1, 2009. The Company believes that SFAS 141R will have an impact on accounting for business combinations once adopted but the effect depends on acquisitions at that time.
Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132R
In September 2006, the FASB, issued SFAS, No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132R,” which requires employers to recognize the underfunded or overfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in the funded status in the year in which the changes occur through other accumulated comprehensive income. Additionally, SFAS No. 158 requires employers to measure the funded status of a plan as of the date of its year-end statement of financial position. The new reporting requirements and related new footnote disclosure rules of SFAS No. 158 are effective for fiscal years ending after December 15, 2006. The Company adopted the provisions of SFAS No. 158 for the year end 2006, and the effect of recognizing the funded status in other accumulated comprehensive income was not significant. The new measurement date requirement applies for fiscal years ending after December 15, 2008.
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounting for Nonrefundable Advance Payments for Goods or Services Received for use in Future Research and Development Activities
In June 2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services Received for use in Future Research and Development Activities” (“FSP EITF 07-3”), which addresses whether nonrefundable advance payments for goods or services that used or rendered for research and development activities should be expensed when the advance payment is made or when the research and development activity has been performed. Management is currently evaluating the effect of this pronouncement on financial statements.
3. INVENTORY
Inventory at June 30, 2008 and December 31, 2007 was as follows:
| | June 30, 2008 | | | December 31, 2007 | |
Raw materials | | $ | 71,716 | | | $ | 136,010 | |
packing materials | | | 34,620 | | | | 28,258 | |
Finished Goods | | | 45,254 | | | | 34,892 | |
Total | | $ | 151,590 | | | $ | 199,160 | |
4. PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following at June 30, 2008 and December 31, 2007:
| | June 30, 2008 | | | December 31, 2008 | |
Building | | $ | 2,888,642 | | | $ | 2,736,841 | |
Building improvements | | | 562,467 | | | | 508,184 | |
Production equipment | | | 533,861 | | | | 482,062 | |
Office furniture and equipment | | | 26,375 | | | | 24,193 | |
Vehicles | | | 67,951 | | | | 63,894 | |
| | | 4,079,296 | | | | 3,815,174 | |
Less: Accumulated depreciation | | | (188,742 | ) | | | (43,986 | ) |
| | $ | 3,890,554 | | | $ | 3,771,188 | |
Depreciation expense for the six months ended June 30, 2008 was $137,962.
5. OTHER RECEIVABLES
Other receivables represent cash advances to employees and sales representatives for normal business purposes such as advance for traveling expense.
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
6. RELATED PARTY TRANSACTIONS
Due from Officer
Due from officer represents funds provided to an officer of the Company who used the funds to pay a refundable deposit in the officer’s name on behalf of Heilongjiang Weikang in connection with the acquisition of a pharmaceutical factory. The acquisition was completed on July 22, 2008 (see note 14 – subsequent event).
Due from Related Party
Due from related party represents accounts receivable arising from sales made to a related company owned by the Company’s chief executive officer. As of June 30, 2008 and December 31, 2007, due from this related party was $181,691 and $135,777, respectively. Sales to this related party during the six and three months ended June 30, 2008 was $83,692 and $52,172, respectively.
Sales to Related Party
During the six and three months ended June 30, 2008, sales were made to another related company owned by the Company’s chief executive officer in the amount of $559,494 and $205,977, respectively. The receivables from this related party was $0 as of June 30, 2008 and December 31, 2007.
Advance from officer
Advance from officer represents the payment made by an officer of Heilongjiang Weikang on behalf of Sinary to certain former shareholders of the Company in connection with the reverse acquisition between the Company and Sinary on December 7, 2007.
7. INTANGIBLE ASSETS
Intangible assets mainly consist of land use right. All land in the PRC is government owned and can not be sold to any individual or company. However, the government grants the user a “land use right” to use the land. The Company has the right to use the land for 50 years and is amortizing the right on a straight-line basis for 50 years.
Amortization expense for six and three months ended June 30, 2008 was $5,878 and $2,982, respectively. Amortization expense for the next five years is expected to be$11,500, $11,500, $11,500, $11,500 and $11,500 respectively.
8. MAJOR CUSTOMERS AND VENDORS
Five major customers who are dealers of the Company collectively accounted for 95% and 93% of the Company’s net revenue for the six and three months ended June 30, 2008, respectively. These customers accounted for about 24%, 21%, 18%, 17% & 15% of the sales for the six months ended June 30, 2008, respectively, including, a related party owned by the Company's chief executive officer, which accounted for about 18% of the total sales. These customers accounted for about 24%, 23%, 19%, 17% & 10% of the sales for the three months ended June 30, 2008, respectively, including the related party owned by the Company's chief executive officer which accounted for about 10% of the total sales. At June 30, 2008 and December 31, 2007, the total receivable balance due from these five customers was $0.
Six vendors collectively provided 74% of the Company’s purchase of raw materials for the six and three months ended June 30, 2008, respectively. These vendors counted for about 14%, 14%, 12%, 12%, 12% and 10% of the purchases for the six and three months ended June 30, 2008, respectively. The Company did not have accounts payable to these vendors at June 30, 2008 and December 31, 2007.
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
9. OTHER PAYABLES
Other payables mainly consisted of the purchase price of approximately $7,620,000 that Sinary was originally obligated to pay to Heilongjiang Weikang’s former owners within one year for the acquisition of Heilongjiang Weikang. This payable does not bear any interest. On August 9, 2008, the State Administration for Industry and Commerce reissued Heilongjiang Weikang a "Foreign Invested Enterprise" business license to expire on February 9, 2009, effectively extending the payment date of the purchase price to the expiration date of the reissued license.
10. INCOME TAXES
Heilongjiang Weikang is exempt from income tax for three years from 2006 to 2008. Net income for the six and three months ended June 30, 2008 would have been lower by $410,000 and $270,000, respectively if Heilongjiang Weikang was not exempt from income taxes.
Sinary had net operating loss of approximately $650,000 at June 30, 2008 and December 31, 2007. A 100% valuation allowance has been established due to the uncertainty of its realization.
Heilongjiang Weikang is governed by the Income Tax Law of the PRC concerning the private enterprises, which are generally subject to tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. For the six and three months ended June 30, 2008, the Company’s effective income tax rate differs from the US statutory rate due to the effect of tax holiday.
11. STATUTORY RESERVES
Pursuant to the new corporate law of the PRC effective on January 1, 2006, the Company is now only required to maintain one statutory reserve by appropriating from its after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings.
Surplus Reserve Fund
The Company is now only required to transfer 10% of its net income, as determined under the PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital.
The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.
Common Welfare Fund
Common welfare fund is a voluntary fund that the Company can elect to transfer 5% to 10% of its net income to this fund. This fund can only be utilized on capital items for the collective benefit of the Company’s employees, such as construction of dormitories, cafeteria facilities, and other staff welfare facilities. This fund is non-distributable other than upon liquidation.
12. CONTINGENCIES
The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’ s operations may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
12. CONTINGENCIES (CONTINUED)
The Company’s sales, purchases and expenses transactions are denominated in RMB and all of the Company’s assets and liabilities are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be conducted only by authorized financial institutions. Remittances in currencies other than RMB may require certain supporting documentation in order to affect the remittance.
13. COMPARATIVE PRO FORMA CONSOLIDATED STATEMENT OF INCOME
On October 25, 2007, Sinary entered into an equity interests transfer agreement with the owners of Heilongjiang Weikang to acquire 100% of the equity interests of Heilongjiang Weikang for the sum of 57 million RMB, or approximately 7.6 million US dollars.
The pro forma financial information of the consolidated statement of income of the Company as if the acquisition of Sinary and Heilongjiang Weikang had occurred as of the beginning of the 2007 is presented below:
For the six months ended June 30, 2007 | | | | | | | | Pro forma | | | | Pro forma | |
| | Sinary | | | Weikang | | | Adjustments | | | | Consolidated | |
Net Revenue | | $ | - | | | $ | 1,871,277 | | | $ | - | | | | $ | 1,871,277 | |
Cost of Revenue | | | - | | | | 905,832 | | | | - | | | | | 905,832 | |
Gross Profit | | | - | | | | 965,445 | | | | - | | | | | 965,445 | |
| | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | |
Selling expenses | | | - | | | | 7,598 | | | | - | | | | | 7,598 | |
General and administrative expenses | | | - | | | | 151,247 | | | | (10,232 | ) | (a) | | | 141,015 | |
Total operating expenses | | | - | | | | 158,845 | | | | (10,232 | ) | | | | 148,613 | |
Income from operations | | | - | | | | 806,600 | | | | 10,232 | | | | | 816,832 | |
| | | | | | | | | | | | | | | | | |
Non-operating income (expenses): | | | | | | | | | | | | | | | | | |
Other expense | | | - | | | | (57 | ) | | | - | | | | | (57 | ) |
Total non-operating expenses | | | - | | | | (57 | ) | | | - | | | | | (57 | ) |
Net income | | $ | - | | | $ | 806,543 | | | $ | 10,232 | | | | $ | 816,775 | |
Basic and diluted weighted average shares outstanding | | | - | | | | - | | | | - | | | | | 25,229,800 | |
Basic and diluted net earnings per share | | $ | - | | | $ | - | | | $ | - | | | | $ | 0.03 | |
a) Pro forma adjustment is to record additional amortization of $4,942 for the land use rights and decreased depreciation of $715,174 for the fixed assets as a result of the purchase.
WEIKANG BIO-TECHNOLOGY GROUP CO. INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
13. COMPARATIVE PRO FORMA CONSOLIDATED STATEMENT OF INCOME (CONTINUED)
For the three months ended June 30, 2007 | | | | | | | | Pro forma | | | | Pro forma | |
| | Sinary | | | Weikang | | | Adjustments | | | | Consolidated | |
Net Revenue | | $ | - | | | $ | 877,340 | | | $ | - | | | | $ | 877,340 | |
Cost of Revenue | | | - | | | | 403,233 | | | | - | | | | | 403,233 | |
Gross Profit | | | - | | | | 474,107 | | | | - | | | | | 474,107 | |
| | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | |
Selling expenses | | | - | | | | 40 | | | | - | | | | | 40 | |
General and administrative expenses | | | - | | | | 84,410 | | | | (5,116 | ) | (a) | | | 79,294 | |
Total operating expenses | | | - | | | | 84,450 | | | | (5,116 | ) | | | | 79,334 | |
| | | | | | | | | | | | | | | | | |
Income from operations | | | - | | | | 389,657 | | | | 5,116 | | | | | 394,773 | |
| | | | | | | | | | | | | | | | | |
Non-operating income (expenses): | | | | | | | | | | | | | | | | | |
Other expense | | | - | | | | (16 | ) | | | - | | | | | (16 | ) |
Total non-operating expenses | | | - | | | | (16 | ) | | | - | | | | | (16 | ) |
Net income | | $ | - | | | $ | 389,641 | | | $ | 5,116 | | | | $ | 394,757 | |
Basic and diluted weighted average shares outstanding | | | - | | | | - | | | | - | | | | | 25,229,800 | |
Basic and diluted net earnings per share | | $ | - | | | $ | - | | | $ | - | | | | $ | 0.02 | |
a) Pro forma adjustment is to record additional amortization of $2,471 for the land use rights and decreased depreciation of $7,587 for the fixed assets as a result of the purchase.
14. SUBSEQUENT EVENT
On July 22, 2008, Heilongjiang Weikang completed the acquisition of 100% of the issued and outstanding equity interests of Tianfang (Guizhou) Pharmaceutical Co., Ltd. (“Tianfang”), a Chinese limited liability company, for the aggregate purchase price of $15,000,000 (the “Consideration”), pursuant to a stock transfer agreement dated and entered into on June 30, 2008 by and among the Heilongjiang Weikang, Tianfang, and Tianfang’s two shareholders: Beijing Shiji Qisheng Trading Co., Ltd., a Chinese limited liability company (“Shiji Qisheng”) and Tri-H Trade (U.S.A.) Co., Ltd., a California corporation (“Tri-H”, and together with Shiji Qisheng collectively as the “Selling Shareholders”).
A refundable deposit was previously made to Tianfang by an officer of the Company on behalf of Heilongjiang Weikang for the purpose of accessing and examining the financial books and records of Tianfang. At the closing of the acquisition, the entire amount of the refundable deposit was applied toward the Consideration and paid to Tri-H together with $810,000 for Tri-H’s pro rata ownership interests of Tianfang. Additionally, Heilongjiang Weikang issued a promissory note to Shiji Qisheng in the amount of $11,190,000 for Shiji Qisheng’s pro rata ownership interests of Tianfang. The promissory note is without interest, and is payable in two installments, the first, in the amount of $2,000,000, is due 90 calendar days after the date of the stock transfer agreement, and the second, in the amount of $9,190,000, is due on the first anniversary of the agreement date.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of our financial condition and results of operations for the six months ended June 30, 2008 should be read in conjunction with the Financial Statements and corresponding notes included in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Overview
Weikang Bio-Technology Company, Inc. (“we”, “us”, the “Company”) was originally incorporated in Florida on May 12, 2004 under the name Expedition Leasing, Inc. On December 7, 2007, we acquired Sinary Bio-Technology Holdings Group, Inc. (“Sinary”), a Nevada corporation and, as a result, Sinary’s wholly owned subsidiary Heilongjiang Weikang Bio-Technology Group Co., Ltd. (“Heilongjiang Weikang”), a limited liability company in the People’s Republic of China (“China” or “PRC”), by way of the exchange of 24,725,200 shares of our common stock for 100% of the issued and outstanding common stock of Sinary. We accounted for this share exchange transaction as a reverse acquisition and recapitalization and, as a result, our consolidated financial statements include the historical assets and liabilities of Sinary in our capital structure. Please see Note 1 to our unaudited consolidated financial statements included in this report for further details of this stock exchange transaction. (Please see the risk factors concerning the acquisition of Heilongjiang Weikang under the sections titled “Risks Related to Our Corporate Structure” and “Risks Related to an Investment in Our Securities” in the Risk Factor section of this current report beginning on page 28.)
Having no substantive operation of its own, Sinary, through Heilongjiang Weikang, engages in the research, development, manufacturing, marketing, and sales of health and nutritional supplements in China. Heilongjiang Weikang is located in Heilongjiang Province in Northeastern China, with our principal office and manufacturing facility located in the Economic and Technology Development Zone in the city of Shuangcheng, approximately 42 kilometers south of the provincial capital Harbin. All of our products are Chinese herbal-based health and nutritional supplements. We actively seek to maintain and improve the quality of its products, and since April 2006, Weikang has implemented the “GB/T19001-2000 idt ISO9001:2000” quality assurance management system to all of its manufacturing processes.
Through Heilongjiang Weikang, we currently manufacture and distribute in China a series of internally developed health supplements under a Chinese trade name which English transliteration is “Rongrun”. The “Rongrun”-line presently include seven products. We also developed two new products during the end of 2007, which have been approved by the Heilongjiang Department of Health.
Recent Events
As reported on our current report on Form 8-K filed with the SEC on June 18, 2008, on June 10, 2008, the Company effected a merger, after stockholder approval by written consent, between the Company (as Expedition Leasing, Inc.) and its wholly-owned subsidiary, Weikang Bio-Technology Group Company, Inc., a Nevada corporation, by filing its Articles of Merger with the Secretary of State of Nevada, with the subsidiary as the surviving corporation. In connection with this merger, the Company has changed its name to “Weikang Bio-Technology Group Company, Inc.” to better reflect our business.
On July 22, 2008, Heilongjiang Weikang, our operating subsidiary in China, completed the acquisition (the “Acquisition”) of 100% of the issued and outstanding equity interests of Tianfang (Guizhou) Pharmaceutical Co., Ltd. (“Tianfang”), a Chinese limited liability company, for the aggregate purchase price of $15,000,000, pursuant to a Stock Transfer Agreement dated and entered into on June 30, 2008 by and among the Heilongjiang Weikang, Tianfang, and Tianfang’s two shareholders, Beijing Shiji Qisheng Trading Co., Ltd. and Tri-H Trade (U.S.A.) Co., Ltd.
On August 9, 2008, the Heilongjiang Office of the State Administration for Industry and Commerce (“SAIC”) reissued to Heilongjiang Weikang a business license to expire on February 9, 2009. When Sinary first acquired Heilongjiang Weikang in November 2007, SAIC issued a business license to Heilongjiang Weikang as a foreign invested enterprise. Under applicable PRC regulations, Sinary had three months from the issuance date of that license to remit the purchase price of Heilongjiang Weikang to the sellers, provided that Sinary may apply for an extension. The reissued license effectively extends the payment due date now to the expiration date of the reissued license.
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our financial condition and results of operations are based on our combined financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are more fully described in Note 2 to our combined financial statements, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis:
Basis of Presentation on Principle of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Sinary, and the results of operations of Weikang, Sinary’s wholly-owned subsidiary, from the date of Sinary’s acquisition of Weikang. All significant inter-company accounts and transactions have been eliminated in consolidation.
Accounts Receivable
The Company’s policy is to maintain 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 changes in customer payment patterns to evaluate the adequacy of these reserves.
Inventories
Inventories are valued at the lower of cost or market with cost determined on a moving weighted average basis. Cost of work in progress and finished goods comprises direct material, direct production cost and an allocated portion of production overheads.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives ranging from 3 to 20 years as follows:
Building | 20 years |
Vehicle | 5 years |
Office Equipment | 3-7 years |
Production Equipment | 3-6 years |
Revenue Recognition
The Company's revenue recognition policies are in compliance with Securities and Exchange Commission (SEC) Staff Accounting Bulletin (“SAB”) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue.
Sales revenue represents the invoiced value of goods, net of value-added tax (“VAT”). All of the Company’s products that are sold in the PRC are subject to Chinese value-added tax of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product. The Company recorded VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables.
Foreign Currency Translation and Comprehensive Income (Loss)
The Company’s functional currency is the Renminbi (“RMB”). For financial reporting purposes, RMB has been translated into United States dollars ("USD") as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated other comprehensive income". Gains and losses resulting from foreign currency transactions are included in income. There has been no significant fluctuation in exchange rate for the conversion of RMB to USD after the balance sheet date.
The Company uses SFAS No 130, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income for the six months ended June 30, 2008 included net income and foreign currency translation adjustments.
Recent Accounting Pronouncements
The Hierarchy of Generally Accepted Accounting Principles
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement will not have an impact on the Company’s financial statements.
Disclosures about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133.” This Statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Based on current conditions, the Company does not expect the adoption of SFAS 161 to have a significant impact on its results of operations or financial position.
Noncontrolling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS 160 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Based on current conditions, the Company does not expect the adoption of SFAS 160 to have a significant impact on its results of operations or financial position.
Business Combinations
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R will significantly change the accounting for business combinations. Under SFAS 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141R will change the accounting treatment for certain specific items, including:
| · | Acquisition costs will be generally expensed as incurred; |
| · | Noncontrolling interests (formerly known as “minority interests” – see SFAS 160 discussion below) will be valued at fair value at the acquisition date; |
| · | Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies; |
| · | In-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; |
| · | Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and |
| · | Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. |
SFAS 141R also includes a substantial number of new disclosure requirements. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, since we are a calendar year-end company we will continue to record and disclose business combinations following existing GAAP until January 1, 2009. The Company expects SFAS 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time.
Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132R
In September 2006, the FASB, issued SFAS, No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132R,” which requires employers to recognize the underfunded or overfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in the funded status in the year in which the changes occur through accumulated other comprehensive income. Additionally, SFAS No. 158 requires employers to measure the funded status of a plan as of the date of its year-end statement of financial position. The new reporting requirements and related new footnote disclosure rules of SFAS No. 158 are effective for fiscal years ending after December 15, 2006. The Company adopted the provisions of SFAS No. 158 for the year end 2006, and the effect of recognizing the funded status in accumulated other comprehensive income was not significant. The new measurement date requirement applies for fiscal years ending after December 15, 2008.
Accounting for Nonrefundable Advance Payments for Goods or Services Received for use in Future Research and Development Activities
In June 2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services Received for use in Future Research and Development Activities” (“FSP EITF 07-3”), which addresses whether nonrefundable advance payments for goods or services that used or rendered for research and development activities should be expensed when the advance payment is made or when the research and development activity has been performed. Management is currently evaluating the effect of this pronouncement on financial statements.
Results of Operations
Comparison of Three Months Ended June 30, 2008 and June 30, 2007.
On October 25, 2007, Sinary entered into an equity interests transfer agreement with the owners of Heilongjiang Weikang to acquire 100% of the equity interests of Heilongjiang Weikang for the sum of 57 million RMB, or approximately 7.6 million US dollars. The pro forma financial information of the consolidated statement of income of the Company as if the acquisition of Sinary and Heilongjiang Weikang had occurred as of the beginning of fiscal 2007 is presented in Note 13 to our unaudited consolidated financial statements included in this report.
The following table summarizes our results of operations. The table and the discussion below should be read in conjunction with the unaudited financial statements and the notes thereto appearing elsewhere in this report.
| | Three Months Ended June 30, | |
| | 2008 | | | 2007 (pro forma) | |
| | (in U.S. Dollars, except for percentages) | |
Sales | | $ | 2,053,680 | | | | 100 | % | | $ | 877,340 | | | | 100 | % |
Cost of sales | | $ | (711,365 | ) | | | 35 | % | | $ | (403,233 | ) | | | 46 | % |
Gross Profit | | $ | 1,342,315 | | | | 65 | % | | $ | 474,107 | | | | 54 | % |
Operating Expense | | $ | (240,310 | ) | | | 12 | % | | $ | (84,450 | ) | | | 10 | % |
Income From Operations | | $ | 1,102,005 | | | | 53 | % | | $ | 389,657 | | | | 44 | % |
Other Expenses | | $ | (757 | ) | | | 0.04 | % | | $ | (41 | ) | | | - | % |
Income tax expenses | | $ | - | | | | - | % | | $ | - | | | | - | % |
Net Income | | $ | 1,101,248 | | | | 54 | % | | $ | 389,698 | | | | 44 | % |
Revenues. During the three months ended June 30, 2008, we had revenues of $2.05 million as compared to revenues of $0.88 million for the three months ended June 30, 2007, an increase of approximately $1.18 million or 134%. This increase is attributable to increased demand of our products from our dealers and distributors. We believe that our sales will continue to grow as we continue to improve the quality of our existing products and to develop new products.
Cost of Revenues. Cost of revenues increased $308,132 or 76%, from $403,233 for the three months ended June 30, 2007 to $711,365 for the same period in 2008. The increase was mainly due to the increase of production and sales activities during the second fiscal quarter in 2008. We had decrease in cost of revenue as a percentage of net revenues for the three months ended June 30, 2008, approximately 35% as compared to approximately 46% for the three months ended June 30, 2007, which was attributable to increased production volume with decreased average production cost.
Gross Profits. Gross profit was $1.34 million for the three months ended June 30, 2008 as compared to $0.47 million for the same period in 2007, representing gross margins of approximately 65% and 54% of revenues, respectively. The increase in our gross profits was mainly due to decrease in cost of revenue as a percentage of net revenue.
Operating Expenses. Total operating expenses consists of selling, general and administrative expenses of $240,310 for the three months ended June 30, 2008 as compare to $84,450 for the three months ended June 30, 2007, an increase of $155,860 or 185%. This increase is in proportion with our increased sales and production activities.
Net Income. Our net income for the three months ended June 30, 2008 was $1.1 million as compared to $0.39 million for the same period in 2007. While this is in part due to increased sales volume, we also continued to benefit from our exemption from income tax. Our management believes that net income will continue to increase as we continue to offer better quality and more variety of products and to improve our manufacturing efficiency.
Comparison of Six Months Ended June 30, 2008 and June 30, 2007.
On October 25, 2007, Sinary entered into an equity interests transfer agreement with the owners of Heilongjiang Weikang to acquire 100% of the equity interests of Heilongjiang Weikang for the sum of 57 million RMB, or approximately 7.6 million US dollars. The pro forma financial information of the consolidated statement of income of the Company as if the acquisition of Sinary and Heilongjiang Weikang had occurred as of the beginning of fiscal 2007 is presented in Note 13 to our unaudited consolidated financial statements included in this report.
The following table summarizes our results of operations. The table and the discussion below should be read in conjunction with the unaudited financial statements and the notes thereto appearing elsewhere in this report.
| | Six Months Ended June 30, | |
| | 2008 | | | 2007 (pro forma) | |
| | (in U.S. Dollars, except for percentages) | |
Sales | | $ | 3,199,898 | | | | 100 | % | | $ | 1,871,277 | | | | 100 | % |
Cost of sales | | $ | (1,166,038 | ) | | | 36 | % | | $ | (905,832 | ) | | | 48 | % |
Gross Profit | | $ | 2,033,860 | | | | 64 | % | | $ | 965,445 | | | | 52 | % |
Operating Expense | | $ | (373,422 | ) | | | 12 | % | | $ | (158,845 | ) | | | 8 | % |
Income From Operations | | $ | 1,660,438 | | | | 52 | % | | $ | 806,600 | | | | 44 | % |
Other Expenses | | $ | (1,146 | ) | | | 0.04 | % | | $ | (57 | ) | | | - | % |
Income tax expenses | | $ | - | | | | - | % | | $ | - | | | | - | % |
Net Income | | $ | 1,659,292 | | | | 52 | % | | $ | 806,543 | | | | 44 | % |
Revenues. During the six months ended June 30, 2008, we had revenues of $3.2 million as compared to revenues of $1.87 million for the six months ended June 30, 2007, an increase of approximately $1.33 million or 71%. This increase is attributable to increased demand from our dealers and distributors. We believe that our sales will continue to grow as we continue to improve the quality of our existing products and to develop new products.
Cost of Revenues. Cost of revenues increased $260,206 or 29%, from $905,832 for the six months ended June 30, 2007 to $1,166,038 for the same period in 2008. The increase was mainly due to the increase of production and sales activities during the six months ended June 30, 2008. We had decrease in cost of revenue as a percentage of net revenues for the six months ended June 30, 2008, approximately 36% as compared to approximately 48% for the six months ended June 30, 2007, which was attributable to increased production volume with decreased average production cost.
Gross Profit. Gross profit was $2.03 million for the six months ended June 30, 2008 as compared to $0.97 million for the same period in 2007, representing gross margins of approximately 64% and 52% of revenues, respectively. The increase in our gross profits was mainly due to decrease in cost of revenue as a percentage of net revenue.
Operating Expenses. Total operating expenses consists of selling, general and administrative expenses of $373,422 for the six months ended June 30, 2008 as compare to $158,845 for the six months ended June 30, 2007, an increase of $214,577 or 135%. This increase is in proportion to our increased sales and production activities.
Net Income. Our net income for the six months ended June 30, 2008 was $1.66 million as compared to $806,543 for the same period in 2007. While this is in part due to increased sales volume, we also continued to benefit from our exemption from income tax. Our management believes that net income will continue to increase as we continue to offer better quality and more variety of products and to improve our manufacturing efficiency.
As of June 30, 2008, the Company had cash and cash equivalents of approximately $24,704, other current assets of approximately $5.45 million, and current liabilities of approximately $8.34 million. Negative working capital amounted to $2.86 million at June 30, 2008. The ratio of current assets to current liabilities was 0.66-to-1 as of June 30, 2008. The negative working capital and the ratio of current assets to current liabilities are primarily related to other payable of approximately $7,620,000 that Sinary is obligated to pay to the prior owners of Heilongjiang Weikang on or before February 9, 2009, which is non-interest bearing.
The following is a summary of cash provided by or used in each of the indicated types of activities during the period ended June 30, 2008:
| | 2008 | | | 2007 | |
Cash provided by (used in): | | | | | (ProForma) | |
Operating Activities | | $ | 1,891,194 | | | $ | 1,006,247 | |
Investing Activities | | $ | (64,770 | ) | | $ | (35,775 | ) |
Financing Activities | | $ | (1,923,587 | ) | | $ | (837,267 | ) |
Net cash provided by operating activities was $1.89 million for the six months ended June 30, 2008, as compared to net cash provided by operating activities of $1.01 million for the six months ended June 30, 2007. The increase in net cash flow from operating activities for the six months ended June 30, 2008 was mainly due to decrease in inventory and advance to suppliers, despite an increase in accounts payables. In addition, our net income for six months ended June 30, 2008 increased significantly as compared to the same period of 2007, which provided more cash to the Company.
Net cash used in investing activities was $64,770 for the six months ended June 30, 2008, as compared to net cash used in investing activities of $35,775 for the same period of 2007. The increase of net cash used in investing activities during the six months ended June 30, 2008 was mainly due to construction in progress of a new product line during the six months ended June 30, 2008.
Net cash used in financing activities was $1.92 million for the six months ended June 30, 2008 as compared to net cash used in by financing activities of $0.84 million for the same period of 2007. The decrease of net cash from financing activities for the six months ended June 30, 2008 was mainly due to advance to an officer to pay a refundable deposit on behalf of Heilongjiang Weikang in connection with an acquisition of Tianfang. The acquisition was completed on July 22, 2008, and Heilongjiang Weikang now owns 100% of Tianfang.
We do not believe that inflation had a significant negative impact on our results of operations during 2008.
All of our sales are denominated in Renminbi (“RMB”). As a result, changes in the relative values of U.S. Dollars and RMB affect our reported levels of revenues and profitability as the results are translated into U.S. Dollars for reporting purposes. Fluctuations in exchange rates between the U.S. dollar and RMB affect our gross and net profit margins and could result in foreign exchange and operating losses.
Our results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in our statement of shareholders’ equity. We recorded net foreign currency gains of $557,244 and $231,065 during the six and three months of fiscal 2008, respectively. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future.
Our financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiary is RMB. The value of your investment in our stock will be affected by the foreign exchange rate between U.S. dollars and RMB. To the extent we hold assets denominated in U.S. dollars, including the net proceeds to us from this offering, any appreciation of the RMB against the U.S. dollar could result in a change to our statement of operations and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of RMB against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results, the value of your investment in our company and the dividends we may pay in the future, if any, all of which may have a material adverse effect on the price of our stock.
The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements or otherwise stated in this MD&A were as follows:
| | June 30, 2008 | |
| | | |
Balance sheet items, except for the registered and paid-up capital, as of June 30 | | | USD0.1458:RMB1 | |
Amounts included in the statement of operations, statement of changes in stockholders’ equity and statement of cash flows for the period January 1, 2008 to June 30, 2008 | | | USD0.1417:RMB1 | |
Off-Balance Sheet Arrangements
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
As of June 30, 2008, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective.
Management’s Assessment of Significant Deficiency in Internal Control over Financial Reporting
In our annual report on Form 10-K for the year ended December 31, 2007, we reported certain significant deficiency in our accounting and finance personnel. Specifically, although our accounting staff is professional and experienced in accounting requirements and procedures generally accepted in the PRC, management has determined that they require substantial training and assistance in U.S. GAAP matters so as to meet with the higher demands of being a U.S. public company. Our management’s assessment of the effectiveness of internal control over financial reporting is that this significant deficiency continues to exist as of June 30, 2008. In order to correct such deficiency, we are committed to hiring additional accounting and operations personnel and engaging outside contractors with technical accounting expertise, as needed, and reorganizing the accounting and finance department to ensure that accounting personnel with adequate experience, skills and knowledge relating to complex, non-routine transactions are directly involved in the review and accounting evaluation of our complex, non-routine transactions.
We believe that the foregoing steps will remediate the significant deficiency identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
You should carefully consider the risks described below together with all of the other information included in this Annual Report before making an investment decision with regard to our securities. The statements contained in or incorporated into this offering that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Risks Relating to Our Business
Our limited operating history makes it difficult to evaluate our future prospects and results of operations.
We have a limited operating history. Although Weikang commenced operations in 2005, the company was a developmental stage company until May 2006 when it began selling its products. Accordingly, you should consider our future prospects in light of the risks and uncertainties experienced by early stage companies such as ours in China. Some of these risks and uncertainties relate to our ability to:
· | maintain our market position in the health supplements business in China; |
| |
· | offer new and innovative products to attract and retain a larger customer base; |
· | attract additional customers and increase spending per customer; |
| |
· | increase awareness of our brand and continue to develop user and customer loyalty; |
· | respond to competitive market conditions; |
| |
· | respond to changes in our regulatory environment; |
· | manage risks associated with intellectual property rights; |
| |
· | maintain effective control of our costs and expenses; |
· | raise sufficient capital to sustain and expand our business; |
| |
· | attract, retain and motivate qualified personnel; and |
· | upgrade our technology to support additional research and development of new products. |
If we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected.
We may need additional financing to execute our business plan.
The revenues from the production and sale of health supplements products and the projected revenues from these products may not be adequate to support our expansion and product development programs. We may need substantial additional funds to build new production facilities, pursue further research and development, obtain regulatory approvals, market our products, and file, prosecute, defend and enforce our intellectual property rights. We may seek additional funds through public or private equity or debt financing, strategic transactions and/or from other sources. We could enter into collaborative arrangements for the development of particular products that would lead to our relinquishing some or all of our rights to the related technology or products.
There are no assurances that future funding will be available to us on favorable terms or at all. If additional funding is not obtained, we will need to reduce, defer or cancel development programs, planned initiatives or overhead expenditures, to the extent necessary. The failure to fund our capital requirements would have a material adverse effect on our business, financial condition and results of operations.
Our certificates, permits, and licenses are subject to governmental control and renewal, and Weikang will not be able to operate if they are not maintained.
Weikang has attained the certificates, permits, and licenses required for the manufacturing, processing and distribution of health supplement products in the PRC. In the event that we are not able to renew the certificates, permits and licenses, all or part of our operations may be terminated. Furthermore, if escalating compliance costs associated with governmental standards and regulations restrict or prohibit any part of our operations, it may adversely affect our operation and profitability.
Our profitability will be adversely affected if we lose preferential tax treatment.
Weikang is exempt from income tax for a period of three years. The preferential tax concession was granted by the Shuangcheng Municipal Government and is set to expire in 2008, and there is no assurance that the preferential treatment can be renewed or if another similar tax concession may be granted. Weikang’s tax liabilities will increase and its profits may accordingly decline once the current income tax exemption expires.
We cannot guarantee the protection of our intellectual property rights.
To protect the reputation of our products, we have applied for registration of our trademarks in the PRC where our sole operating business is located. Presently, all of our products are sold under the brand name “Rongrun”. Since we launched our products in May 2006, we have not experienced any infringements of such trademark for sales of health supplement products. However, there is no assurance that there will not be any infringement of our brand name or other trademarks or counterfeiting of our products in the future. Should any such infringement or counterfeiting occur, our reputation and business may be adversely affected. We may also incur significant expenses and substantial amount of time and effort to enforce our intellectual property rights in the future. Such diversion of our resources may adversely affect our existing business and future expansion plan.
We rely on a few suppliers and any disruption with our suppliers could have an adverse effect on our business.
We have developed good working relationships with a limited number of suppliers for our raw materials that are otherwise generally available. Although we believe that alternative suppliers are available to supply materials, should any of these suppliers terminate its business arrangements with us or increase the prices of materials supplied by these suppliers, it could delay product shipments and adversely affect our business operations and profitability.
We are subject to the environmental protection laws of the PRC, which may result in restrictions on our operations or liabilities for pollution.
Our manufacturing process may produce by-products such as effluent, gases and noise, which are harmful to the environment. We are subject to multiple laws governing environmental protection, such as “The Law on Environmental Protection in the PRC” and “The Law on Prevention of Effluent Pollution in the PRC”, as well as standards set by the relevant governmental bodies determining the classification of different wastes and proper disposal. China is experiencing substantial problems with environmental pollution. Accordingly, it is likely that the national, provincial and local governmental agencies will adopt stricter pollution controls. There can be no assurance that future changes in environmental laws and regulations will not impose costly compliance requirements on us or otherwise subject us to future liabilities. Our business’s profitability may be adversely affected if additional or modified environmental control regulations are imposed upon us.
We may suffer as a result of product liability or defective products.
We may produce products which, despite proper testing, inadvertently have an adverse pharmaceutical effect on the health of individuals. The existing PRC laws and regulations do not require us to maintain third party liability insurance to cover product liability claims. However, if a product liability claim is brought against us, it may, regardless of merit or eventual outcome, result in damage to our reputation, breach of contract with our customers, decreased demand for our products, costly litigation, product recalls, loss of revenue, and the inability to commercialize our some products. We currently are not aware of any existing or anticipated product liability claims with respect to our products.
There are no conclusive studies regarding the medical benefits of nutritional supplements.
We currently manufacture, market and distribute seven products: (1) Rongrun Youth Keeping Capsules; (2) Rongrun Energy Keeping Capsules; (3) Rongrun Vitamin Sugar Capsules; (4) Rongrun Intestine Cleansing Capsules; (5) Rongrun Artery Cleansing Capsules; (6) Rongrun Royal Jelly Extract; and (7) Rongrun Kidney Boost Tonic. Some of the ingredients in our current products (and we anticipate in our future products) are vitamins, minerals, herbs and other substances for which there is not a long history of human consumption. Although we believe all of our products to be safe when taken as directed by us, there is little experience with human consumption of certain of these product ingredients in concentrated form. In addition, we are highly dependent upon consumers' perception of the safety and quality of our products as well as similar products distributed by other companies. We could be adversely affected in the event any of our products or any similar products distributed by other companies should prove or be asserted to be harmful to consumers. In addition, because of our dependence upon consumer perceptions, adverse publicity associated with illness or other adverse effects resulting from consumers' failure to consume our products as we suggest or other misuse or abuse of our products or any similar products distributed by other companies could have a material adverse effect on the results of our operations and financial condition.
The manufacture and distribution of nutritional supplements could result in product liability claims.
We, like any other retailer, distributor and manufacturer of products that are designed to be ingested, face an inherent risk of exposure to product liability claims in the event that the use of our products results in injury. Such claims may include, among others, that our products contain contaminants or include inadequate instructions as to use or inadequate warnings concerning side effects and interactions with other substances. While we may obtain product liability insurance in the future, we may not be able to obtain such insurance at a reasonable cost, or, if available, cannot assure that it will be adequate to cover liabilities. We do not anticipate obtaining contractual indemnification from parties supplying raw materials or marketing our products. In any event, any such indemnification if obtained will be limited by our terms and, as a practical matter, to the creditworthiness of the indemnifying party. In the event that we do not have adequate insurance or contractual indemnification, product liabilities relating to defective products could have a material adverse effect on our operations and financial conditions.
Adverse publicity due to unfavorable research findings in connection with our products could adversely affect our sales and financial condition.
We believe the growth experienced by the nutritional supplement market is based in part on national media attention regarding scientific research suggesting potential health benefits from regular consumption of certain vitamins and other nutritional products. Such research has been described in major medical journals, magazines, newspapers and television programs. The scientific research to date is preliminary.
In the future, scientific research and/or publicity may not be favorable to the nutritional supplement market or any particular product, or may be inconsistent with earlier favorable research or publicity. Future reports of research that are perceived as less favorable or that question earlier research could have a material adverse effect on our operations and financial condition. Because of our dependence upon consumer perceptions, adverse publicity associated with illness or other adverse effects resulting from the consumption of our products or any similar products distributed by other companies could have a material adverse effect on our operations. Such adverse publicity could arise even if the adverse effects associated with such products resulted from consumers' failure to consume such products as directed. In addition, we may not be able to counter the effects of negative publicity concerning the efficacy of our products. Any such occurrence could have a negative effect on our operations.
Risks Related to Our Corporate Structure
If we are unable to timely remit the purchase price for the acquisition of Heilongjiang Weikang, the approval and designation of Heilongjiang Weikang as a foreign investment enterprise and Sinary as the 100% owner of Weikang may be revoked, and the acquisition of Heilongjiang Weikang may be deemed void.
Under applicable PRC regulations, Sinary's acquisition of Heilongjiang Weikang is deemed completed as of November 9, 2007 (the “Issuance Date”), when the Heilongjiang Office of the State Administration for Industry and Commerce (“SAIC”) issued a business license to Heilongjiang Weikang as a foreign invested enterprise, with Sinary as the 100% owner of Heilongjiang Weikang’s registered capital, after approval of the acquisition by the Heilongjiang Provincial Government on November 6, 2007. Sinary orignally had three months from the Issuance Date to remit the purchase price, in accordance with the requirements of applicable PRC regulations, provided that Sinary may apply for an extension, subject to governmental approval. On August 9, 2008, the SAIC reissued Heilongjiang Weikang a business license to expire on February 9, 2009, effectively extending the payment date of the purchase price to the expiration date of the reissued license. If we are unable to remit the purchase price by February 9, 2009, we cannot guarantee that we will be able to secure the necessary governmental approval for an extension, nor can we determine, at this time, the length of the extension we may receive assuming that we are able to secure the necessary governmental approval. In the event that we are unable to timely remit the purchase price, the Heilongjiang Provincial Government and the SAIC may revoke the approval and license of Heilongjiang Weikang as a foreign invested enterprise, and Sinary as the 100% owner of Heilongjiang Weikang, thereby voiding the acquisition. In the event that the acquisition is voided, we will not be the owner of any equity interests in Heilongjiang Weikang, and as a result, Heilongjiang Weikang will no longer be our operating business. Should this occur, we may seek to acquire the equity interests of Heilongjiang Weikang through other means, although we cannot guarantee that we will do so, nor can we guarantee that we will be successful if we do.
PRC laws and regulations governing our business are uncertain. If we are found to be in violation, we could be subject to sanctions. In addition, changes in such PRC laws and regulations may materially and adversely affect our business.
There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business. We are considered a foreign person or foreign invested enterprise under PRC law. As a result, we are subject to PRC law limitations on foreign ownership of Chinese companies. These laws and regulations are relatively new and may be subject to change, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.
The PRC government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new PRC laws or regulations on our businesses. We cannot assure you that our current ownership and operating structure would not be found in violation of any current or future PRC laws or regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations.
Risks Related to Doing Business in China
Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.
Substantially all of our business operations are conducted in China. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in China. China's economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 20 years, growth has been uneven across different regions and among various economic sectors of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. Since early 2004, the PRC government has implemented certain measures to control the pace of economic growth. Such measures may cause a decrease in the level of economic activity in China, which in turn could adversely affect our results of operations and financial condition.
Uncertainties with respect to the PRC legal system could adversely affect us.
We conduct our business primarily through our affiliated Chinese entity, Heilongjiang Weikang. Our operations in China are governed by PRC laws and regulations. We are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value.
Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until some time after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws against us, our management or the experts named in this current report.
We conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, most of our senior executive officers reside within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside of China upon our senior executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover, our PRC counsel has advised us that the PRC does not have treaties with the United States or many other countries providing for the reciprocal recognition and enforcement of judgment of courts.
Governmental control of currency conversion may affect the value of your investment.
The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in RMB. Under our current structure, our income is primarily derived from Heilongjiang Weikang. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries and our affiliated entity to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies. The PRC government may also, at its discretion, restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.
Fluctuation in the value of RMB may have a material adverse effect on your investment.
The value of RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Our revenues and costs are mostly denominated in RMB, while a significant portion of our financial assets are denominated in U.S. dollars. Our revenue is based entirely on that generated by our affiliated entity in China. Any significant fluctuation in value of RMB may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our stock in U.S. dollars. For example, an appreciation of RMB against the U.S. dollar would make any new RMB denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into RMB for such purposes. An appreciation of RMB against the U.S. dollar would also result in foreign currency translation losses for financial reporting purposes when we translate our U.S. dollar denominated financial assets into RMB, as RMB is our reporting currency.
We face risks related to health epidemics and other outbreaks.
Our business could be adversely affected by the effects of SARS or another epidemic or outbreak. China reported a number of cases of SARS in April 2004. Any prolonged recurrence of SARS or other adverse public health developments in China may have a material adverse effect on our business operations. For instance, health or other government regulations adopted in response may require temporary closure of our production facilities or of our offices. Such closures would severely disrupt our business operations and adversely affect our results of operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak of SARS or any other epidemic.
Risks Related to an Investment in Our Securities
In the event the acquisition of Heilongjiang Weikang is voided, the price of our common stock may be dramatically and adversely impacted.
From and after the closing of the share exchange transaction with Sinary, Heilongjiang Weikang is our only operating business, from which all of our revenues are derived. Although Sinary’s acquisition of Heilongjiang Weikang is deemed completed as of November 9, 2007 (the “Issuance Date”), when the Heilongjiang Office of the State Administration for Industry and Commerce (“SAIC”) issued a license, following approval of the acquisition transaction from the Heilongjiang Provincial Government, that designates Heilongjiang Weikang as a foreign invested enterprise and Sinary as the 100% owner of Heilongjiang Weikang’s registered capital, Sinary has not yet remitted the acquisition price for Heilongjiang Weikang (the “Acquisition Price”) as of the date of this current report. While we now have until February 9, 2009 to remit the Acquisition Price, in light of Heilongjiang Weikang’s business license reissued by the SAIC on August 9, 2008, there is no guarantee that we will be able to do so in a timely manner. If we are unable to timely remit the Acquisition Price by February 9, 2009 or to secure further extension, the acquisition of Weikang may be voided in accordance with applicable PRC regulations. As a result, we will not own of any equity interests in Heilongjiang Weikang, and Heilongjiang Weikang will no longer be our operating business. Should this occur, our revenues will be negatively impacted, as we will have to exclude those of Heilongjiang Weikang, which, in turn, may cause a dramatic decrease the price of our common stock.
To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.
We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We intend to retain all earnings from our operations.
The application of the "penny stock" rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.
As long as the trading price of our common shares is below $5 per share, the open-market trading of our common shares will be subject to the "penny stock" rules. The "penny stock" rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser's written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our common shares, and may result in decreased liquidity for our common shares and increased transaction costs for sales and purchases of our common shares as compared to other securities.
Our common shares are thinly traded and, you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
We cannot predict the extent to which an active public market for our common stock will develop or be sustained. However, we do not rule out the possibility of applying for listing on the Nasdaq National Market or other exchanges.
Our common shares have historically been sporadically or "thinly-traded" on the “Over-the-Counter Bulletin Board”, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.
The market price for our common stock is particularly volatile given our status as a relatively small company with a small and thinly traded “float” and lack of current revenues that could lead to wide fluctuations in our share price. The price at which you purchase our common stock may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.
The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or "risky" investment due to our lack of revenues or profits to date and uncertainty of future market acceptance for our current and potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. The following factors may add to the volatility in the price of our common shares: actual or anticipated variations in our quarterly or annual operating results; adverse outcomes, additions or departures of our key personnel, as well as other items discussed under this "Risk Factors" section, as well as elsewhere in this Current Report. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.
Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.
Volatility in our common share price may subject us to securities litigation.
The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.
Our corporate actions are substantially controlled by a single stockholder.
As a result of the share exchange transaction with Sinary, the Sinary Stockholder currently owns approximately 98% of our outstanding common shares, representing approximately 98% of our voting power. This stockholder could exert substantial influence over matters such as electing directors and approving mergers or other business combination transactions. In addition, because of the percentage of ownership and voting concentration in the principal stockholder, elections of our board of directors will generally be within the control of this stockholder. While all of our shareholders are entitled to vote on matters submitted to our shareholders for approval, the concentration of shares and voting control presently lies with this principal stockholder. As such, it would be extremely difficult for shareholders to propose and have approved proposals not supported by the Sinary Stockholder. There can be no assurances that matters voted upon by the Sinary Stockholder will be viewed favorably by all shareholders of our company.
The elimination of monetary liability against our directors, officers and employees under Florida law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.
Our articles of incorporation contain specific provisions that eliminate the liability of our directors for monetary damages to our company and shareholders, and we are prepared to give such indemnification to our directors and officers to the extent provided by Florida law. We may also have contractual indemnification obligations under our employment agreements with our officers. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.
Legislative actions, higher insurance costs and potential new accounting pronouncements may impact our future financial position and results of operations.
There have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and there may potentially be new accounting pronouncements or additional regulatory rulings that will have an impact on our future financial position and results of operations. The Sarbanes-Oxley Act of 2002 and other rule changes as well as proposed legislative initiatives following the Enron bankruptcy are likely to increase general and administrative costs and expenses. In addition, insurers are likely to increase premiums as a result of high claims rates over the past several years, which we expect will increase our premiums for insurance policies. Further, there could be changes in certain accounting rules. These and other potential changes could materially increase the expenses we report under generally accepted accounting principles, and adversely affect our operating results.
The market price for our stock may be volatile.
The market price for our stock may be volatile and subject to wide fluctuations in response to factors including the following:
· | actual or anticipated fluctuations in our quarterly operating results; |
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· | changes in financial estimates by securities research analysts; |
· | conditions in pharmaceutical and agricultural markets; |
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· | changes in the economic performance or market valuations of other pharmaceutical companies; |
· | announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments; |
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· | addition or departure of key personnel; |
· | fluctuations of exchange rates between RMB and the U.S. dollar; |
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· | intellectual property litigation; |
· | general economic or political conditions in China. |
In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our stock.
We may need additional capital, and the sale of additional shares or other equity securities could result in additional dilution to our shareholders.
We believe that our current cash and cash equivalents, anticipated cash flow from operations and the net proceeds from a proposed offering will be sufficient to meet our anticipated cash needs for the near future. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.
We will be subject to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission, or the SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company's internal controls over financial reporting in its annual report, which contains management's assessment of the effectiveness of our internal controls over financial reporting. In addition, an independent registered public accounting firm must attest to and report on management's assessment of the effectiveness of our internal controls over financial reporting. Our management may conclude that our internal controls over our financial reporting are not effective. Moreover, even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management's assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our stock. Furthermore, we anticipate that we will incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.
We will incur increased costs as a result of being a public company.
As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as new rules subsequently implemented by SEC have required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. In addition, we will incur additional costs associated with our public company reporting requirements. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
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 SECURITYHOLDERS
Reference is made to our Information Statement on Form DEF14C filed with the SEC on May 14, 2008, and the information contained in the Information Statement is incorporated herein by reference.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
The following exhibits are filed herewith:
Exhibit No. | Description |
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2.1 | Share Exchange Agreement among Expedition Leasing Inc. (“Expedition Leasing”), certain stockholders of Expedition Leasing, Sinary Bio-Technology Holding Group, Inc. (“Sinary”) and the sole stockholder of Sinary dated December 7, 2007 (1) |
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3.1 | Articles of Incorporation of Expedition Leasing as filed with the State of Florida (2) |
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3.2 | Articles of Amendment to Articles of Incorporation of Expedition Leasing as filed with the State of Florida (2) |
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3.3 | Amended and Restated Articles of Incorporation of Expedition Leasing as filed with the State of Florida (2) |
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3.4 | Articles of Merger filed with the Secretary of State of Nevada on June 10, 2008 (3) |
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3.5 | Articles of Merger filed with the Secretary of State of Florida on June 12, 2008 (3) |
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3.6 | Bylaws of Weikang Bio-Technology Group Co., Inc. (4) |
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4 | 2008 Stock Incentive Plan (5) |
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10.1 | Stock Transfer Agreement dated as of June 30, 2008 by and among Heilongjiang Weikang Bio-Technology Group Co., Ltd., Beijing Shiji Qisheng Trading Co., Ltd., Tri-H Trade (U.S.A.) Co., Ltd., and Tianfang (Guizhou) Pharmaceutical Co., Ltd. (6) |
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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 * |
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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 * |
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32.1 | Certifications 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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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.
(1) | Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on December 10, 2007 and incorporated herein by reference. |
(2) | Filed as an exhibit to the Registrant’s Registration Statement on Form SB-2 filed with the SEC on June 30, 2006 and incorporated herein by reference. |
(3) | Filed as an Exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on June 18, 2008 and incorporated herein by reference. |
(4) | Filed as an Exhibit to the Registrant’s Information Statement on Schedule 14C filed with the SEC on May 14, 2008 and incorporated herein by reference. |
(5) | Filed as an Exhibit to the Registrant’s Form S-8 filed with the SEC on June 24, 2008 and incorporated herein by reference. |
(6) | Filed as an Exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 24, 2008 and incorporated herein by reference. |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
August 14, 2008 | WEIKANG BIO-TECHNOLOGY GROUP CO, INC. |
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| By: | /s/ Yin Wang |
| | Yin Wang Chief Executive Officer (Principal Executive Officer) |
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