UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal Quarter ended September 30, 2009
Commission file number 333-136643
| ONE BIO, CORP. | |
| (Exact Name of Registrant as Specified In Its Charter) | |
| | |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
8525 NW 53rd Terrace suite 101, Doral, Florida 33166 |
(Address of Principal Executive Offices) | (Zip Code) |
| | |
| (Registrant’s Telephone Number, Including Area Code) | |
Contracted Services, Inc.
318 Holiday Drive, Hallandale Beach, Florida, 33009
Former Name and Address
Securities registered under Section 12(b) of the Act
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
_____________________________
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 x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d0 of the act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in rule 12-b-2 of the Exchange Act. (Check One):
Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer o Smaller Reporting Company x
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).
The number of shares of common stock outstanding as of November 13, 2009 was 148,923,983.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION | | |
| | | |
Item 1. | Unaudited Consolidated Financial Statements | | |
| | | |
| Consolidated Balance Sheet as of September 30, 2009 and December 31, 2008 | | 1 |
| | | |
| Consolidated Statements of Operations and Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2009 and 2008 (Unaudited) | | 2 |
| | | |
| Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008 (Unaudited) | | 3 |
| | | |
| Consolidated Statements of Shareholders’ Equity for the Nine Months Ended September 30, 2009 and 2008 (Unaudited) | | 4 |
| | | |
| Notes to Consolidated Financial Statements | | 5-23 |
| | | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 24 |
| | | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | | 35 |
| | | |
Item 4. | Controls and Procedures | | 35 |
| | | |
PART II. OTHER INFORMATION | | |
| | |
Item 1. | Legal Proceedings | | 37 |
| | | |
Item 2. | Market for Common Equity and Related Stockholder Matters | | 37 |
| | | |
Item 3. | Defaults Upon Senior Securities | | 37 |
| | | |
Item 4. | Submission of Matters to a Vote of Security Holders | | 37 |
| | | |
Item 5. | Other Information | | 37 |
| | | |
Item 6. | Exhibits | | 37 |
| | | |
SIGNATURES | | 38 |
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q/A (Amendment No. 1) is being filed by ONE Bio, Corp. (“the Company”) to reflect certain revisions to our Quarterly Report filed on Form 10-Q for the fiscal quarter ended September 30, 2009, which was filed with the SEC on November 16, 2009 (“the Original Quarterly Report”). This Amendment No. 1 is intended to clarify certain items in our consolidated financial statements, including:
(1) | Reflect name change of registrant. |
(2) | Improve the description of certain reporting amounts on the balance sheet. |
(3) | Change certain reported numbers on the financial statements: |
1. | Accumulated Other Comprehensive Income |
1. | Details of cash flows provided by operations |
(4) | Modified references to citations of accounting literature as required by SFAS 168 “the FASB Accounting Standards Codification”. |
(5) | Modified certain details related to our acquisitions reported in Note 8 to our interim consolidated financial statements. |
(6) | Corrected disclosure in Note 12 to our interim consolidated financial statements. |
(7) | Added additional comments clarifying the reported information presented in management’s discussion and analysis of the results of operations. |
(8) | Expanded liquidity comments in management’s discussion and analysis of the results of our operations. |
(9) | Added additional disclosure regarding the accounting for variable interest entities (“VIE”). |
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” “may,” “will,” “should,” “could,” “plans,” “estimates,” and similar language or negative of such terms. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.
ONE BIO, CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
CONSOLIDATED BALANCE SHEETS
(All Amounts are in United States Dollars)
| | September 30, 2009 | | December 31, 2008 | |
| | (Unaudited) | | (Audited) | |
A S S E T S | | | | | | | |
CURRENT ASSETS | | | | | | | |
Cash and cash equivalents | | $ | 2,581,781 | | $ | 665,568 | |
Receivables | | | 10,608,627 | | | 4,429,887 | |
Inventory | | | 2,327125 | | | 431,569 | |
Loans receivable | | | 3,585,082 | | | - - - | |
Prepaid expenses | | | 2,109,816 | | | | |
| | | 21,212,431 | | | 5,527,024 | |
PROPERTY, PLANT AND EQUIPMENT- NET | | | 5,016,172 | | | 3,144,067 | |
INTANGIBLE ASSETS | | | 669,829 | | | 159,159 | |
LAND USE RIGHTS | | | 15,012,491 | | | 7,841,214 | |
DEPOSIT FOR INTANGIBLE ASSETS | | | 220,050 | | | 161,370 | |
GOODWILL | | | 3,976,261 | | | | |
RESTRICTED CASH | | | 451,913 | | | | |
TOTAL ASSETS | | $ | 46,559,147 | | $ | 16,832,834 | |
L I A B I L I T I E S | | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Accounts payable and accrued liabilities | | $ | 2,704,524 | | $ | 2,269,594 | |
Loans payable – current portion | | | 5,082,169 | | | 161,505 | |
Deferred revenues | | | 63,081 | | | 63,081 | |
Deferred taxes | | | 45,766 | | | | |
| | | 7,895,540 | | | 2,494,180 | |
LOANS PAYABLE, net of current portion | | | 8,849,265 | | | | |
DEFERRED TAXES | | | 6,630 | | | | |
TOTAL LIABILITIES | | | 16,751,435 | | | 2,494,180 | |
| | | | | | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | |
| | | | | | | |
S H A R E H O L D E R S’ E Q U I T Y | | | | | | | |
COMMON STOCK | | | | | | | |
Par value $0.01, authorized 750,000,000 issued and outstanding 143,403,159 and 101,625,000 as of September 30, 2009 And December 31, 2008 | | | 1,261,929 | | | 14,422 | |
ADDITIONAL PAID IN CAPITAL | | | 13,020,854 | | | 5,116,175 | |
STATUTORY RESERVE | | | 848,550 | | | 848,550 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | | | 1,520,144 | | | 1,476,159 | |
RETAINED EARNINGS | | | 6,968,860 | | | 5,740,078 | |
TOTAL SHAREHOLDERS’ EQUITY OF THE COMPANY | | | 23,620,337 | | | 13,195,384 | |
NON-CONTROLLING INTEREST | | | 6,187,375 | | | 1,143,270 | |
TOTAL EQUITY | | | 29,807,712 | | | 14,338,654 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 46,559,147 | | $ | 16,832,834 | |
See Accompanying Notes to the Unaudited Interim Condensed Consolidated Financial Statements
ONE BIO, CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
CONSOLIDATED STATEMENTS OF OPERATIO)NS
AND COMPREHENSIVE INCOME
(UNAUDITED
(All amounts are in United States Dollars, except common shares)
| | | | | | | | | | | | |
For the Period Ended September 30, | | Three Months | | | Nine Months | |
| 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | | | | | | | | | | | | | | | |
REVENUES | | $ | 4,157,806 | | | $ | 2,634,409 | | | $ | 8,625,175 | | | $ | 7,501,285 | |
| | | | | | | | | | | | | | | | |
COST OF SALES | | | 2,068,381 | | | | 1,044,896 | | | | 3,909,654 | | | | 2,888,249 | |
| | | | | | | | | | | | | | | | |
GROSS PROFITS | | | 2,089,425 | | | | 1,589,513 | | | | 4,715,521 | | | | 4,613,036 | |
| | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
General and administrative | | | 428,220 | | | | 247,785 | | | | 923,031 | | | | 595,164 | |
Research and development | | | 126,625 | | | | 57,067 | | | | 199,664 | | | | 166,301 | |
Selling and marketing | | | 43,543 | | | | 66,524 | | | | 120,100 | | | | 184,452 | |
| | | 598,388 | | | | 371,376 | | | | 1,242,795 | | | | 945,917 | |
INCOME FROM OPERATIONS | | | 1,491,037 | | | | 1,218,137 | | | | 3,472,726 | | | | 3,667,119 | |
INTEREST/FINANCING EXPENSE | | | (53,575 | ) | | | (35,800 | ) | | | (53,575 | ) | | | (114,073 | ) |
INTEREST INCOME | | | 1,693 | | | | 4,315 | | | | 3,365 | | | | 9,205 | |
OTHER INCOME | | | 10,105 | | | | - - - | | | | 1,699 | | | | 42,552 | |
INCOME BEFORE INCOME TAXES | | | 1,449,260 | | | | 1,186,652 | | | | 3,424,215 | | | | 3,604,803 | |
PROVISION FOR INCOME TAXES | | | (396,033 | ) | | | (301,073 | ) | | | (912,406 | ) | | | (902,094 | ) |
NET INCOME | | | 1,053,227 | | | | 885,579 | | | | 2,511,809 | | | | 2,702,709 | |
NET INCOME ATTRIBUTABLE TO NON-CONTOLLING INTEREST | | | (203,257 | ) | | | (154,265 | ) | | | (439,744 | ) | | | (468,624 | ) |
| | | | | | | | | | | | | | | | |
NET INCOME ATTRIBUTABLE TO COMPANY | | | 849,970 | | | | 731,314 | | | | 2,072,065 | | | | 2,234,085 | |
| | | | | | | | | | | | | | | | |
OTHER COMPREHENSIVE INCOME | | | | | | | | | | | | | | | | |
Unrealized foreign currency gain (loss) | | | 75,712 | | | | (558,157 | ) | | | 43,730 | | | | (226,167 | ) |
| | | | | | | | | | | | | | | | |
COMPREHENSIVE INCOME | | $ | 925,682 | | | $ | 173,157 | | | $ | 2,115,795 | | | $ | 2,007,918 | |
| | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | | | | | | | | | | | | | | | |
Basic | | | 50,796,828 | | | | 14,141,667 | | | | 50,645,164 | | | | 14,141,667 | |
Diluted | | | 126,702,839 | | | | 14,141,667 | | | | 120,551,175 | | | | 14,141,667 | |
| | | | | | | | | | | | | | | | |
NET INCOME (LOSS) PER COMMON SHARE | | | | | | | | | | | | | | | | |
Basic | | $ | 0.02 | | | $ | 0.05 | | | $ | 0.04 | | | $ | 0.16 | |
Diluted | | $ | 0.01 | | | $ | 0.05 | | | $ | 0.02 | | | $ | 0.16 | |
See Accompanying Notes to the Unaudited Interim Condensed Consolidated Financial Statements
ONE BIO, CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(All Amounts are in United States Dollars)
| | Nine Months | |
For the Period Ended September 30, | | 2009 | | | 2008 | |
| | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net income (loss) for the period | | $ | 2,072,065 | | | $ | 2,702,709 | |
Adjustments to reconcile net income to net cash Used in operating activities | | | | | | | | |
Depreciation and amortization | | | 176,175 | | | | 198,791 | |
Deferred taxes | | | (315,699 | ) | | | (4,783 | ) |
Non Controlling Interest | | | 439,744 | | | | 0 | |
Stock compensation | | | 17,897 | | | | - - - | |
| | | 2,390,722 | | | | 2,896,717 | |
Net change in non-cash operating items | | | | | | | | |
Accounts receivables | | | 127,127 | | | | (1,039,020 | ) |
Inventory | | | (44,329 | ) | | | 168,030 | |
Loans receivables | | | (756,485 | ) | | | - - - | |
Prepaid expenses and other assets | | | (1,866,664 | ) | | | - - - | |
Accounts payable and accrued liabilities | | | (52,062 | ) | | | (124,529 | ) |
Deferred revenue | | | 45,766 | | | | (43,020 | ) |
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | | | (155,925 | ) | | | 1,858,178 | |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Loans payable | | | 1,781,532 | | | | - - - | |
Issuance of capital stock and exercise of and warrants | | | 580,763 | | | | 625,290 | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | | | 2,362,295 | | | | 625,290 | |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
Purchase of property, plant and equipment | | | (168,600 | ) | | | - - - | |
Purchase of intangibles | | | (458,797 | ) | | | (1,577 | ) |
Purchase of land use rights | | | (1,614,828 | ) | | | - - - | |
CASH FLOWS USED IN INVESTING ACTIVITIES | | | (2,242,225 | ) | | | (1,577 | ) |
| | | | | | | | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FOR THE PERIOD | | | (35,855 | ) | | | 2,481,891 | |
CASH ACQUIRED | | | 1,908,338 | | | | - - - | |
EFFECT OF EXCHANGE RATE ON CASH | | | 43,730 | | | | 113,350 | |
CASH AND CASH EQUIVALENTS | | | | | | | | |
Beginning of the period | | | 665,568 | | | | 333,081 | |
| | | | | | | | |
End of the period | | $ | 2,581,781 | | | $ | 2,928,322 | |
Supplemental Cash Flow Information (Note 3)
See Accompanying Notes to the Unaudited Interim Condensed Consolidated Financial Statements
ONE BIO, CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(All amounts are in United States Dollars, except # of common shares)
| | Number of Common Share | | | Amount of Common Shares | | | Additional Paid-in Capital | | | Accumulated Other Comprehen- sive Income | | | Statutory Reserve | | | Retained Earnings (Accumulated Deficit) | | | Total Shareholders’ Equity | | | Non-Controlling Interest | | | Total | |
Balance, January 1, 2008 (AUDITED) | | | 14,141,667 | | | $ | 14,142 | | | $ | 4,118,926 | | | $ | 728,816 | | | $ | 481,912 | | | $ | 3,225,041 | | | $ | 8,568,837 | | | $ | 674,646 | | | $ | 9,243,483 | |
Recapitalization | | | 90,000 | | | | 90 | | | | 675,200 | | | | | | | | | | | | | | | | 675,290 | | | | | | | | 675,290 | |
Issuance of common shares for cash | | | 140,000 | | | | 140 | | | | 139,860 | | | | | | | | | | | | | | | | 140,000 | | | | | | | | 140,000 | |
Issuance of common shares for services | | | 50,000 | | | | 50 | | | | 12,450 | | | | | | | | | | | | | | | | 12,500 | | | | | | | | 12,500 | |
Vesting of granted stock options | | | | | | | | | | | 169,739 | | | | | | | | | | | | | | | | 169,739 | | | | | | | | 169,739 | |
Appropriation of statutory reserve | | | | | | | | | | | | | | | | | | | 366,638 | | | | (366,638 | ) | | | - - - | | | | | | | | - - - | |
Unrealized foreign currency gain | | | | | | | | | | | | | | | 747,343 | | | | | | | | | | | | 747,343 | | | | | | | | 747,343 | |
Net Income for the year | | | | | | | | | | | | | | | | | | | | | | | 2,881,675 | | | | 2,881,675 | | | | 468,624 | | | | 3,350,299 | |
Balance, December 31, 2008 | | | 14,421,667 | | | $ | 14,422 | | | $ | 5,116,175 | | | $ | 1,476,159 | | | $ | 848,550 | | | $ | 5,740,078 | | | $ | 13,195,384 | | | $ | 1,143,270 | | | $ | 14,338,654 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, January 1, 2009 | | | 14,421,667 | | | $ | 14,422 | | | $ | 5,116,175 | | | $ | 1,476,159 | | | $ | 848,550 | | | $ | 5,740,078 | | | $ | 13,195,384 | | | $ | 1,143,270 | | | $ | 14,338,654 | |
Recapitalization of the reporting issuer via the reverse take over | | | 103,245,849 | | | | 1,000,661 | | | | (3,611,095 | ) | | | 255 | | | | | | | | (478,083 | ) | | | (3,088,262 | ) | | | 2,311,062 | | | | (777,200 | ) |
Issuance of shares for cash upon the exercise of warrants | | | 763,700 | | | | 763 | | | | | | | | | | | | | | | | | | | | 763 | | | | | | | | 763 | |
Issuance of shares upon the acquisition of assets | | | 18,200,000 | | | | 182,000 | | | | 10,616,760 | | | | | | | | | | | | | | | | 10,798,760 | | | | 2,293,299 | | | | 13,092,059 | |
Issuance of common shares for cash | | | 6,800,000 | | | | 68,000 | | | | 952,000 | | | | | | | | | | | | | | | | 1,020,000 | | | | | | | | 1,020,000 | |
Issuance of common shares for services | | | 411,943 | | | | 483 | | | | 17,414 | | | | | | | | | | | | | | | | 17,897 | | | | | | | | 17,897 | |
Repurchase of common shares for cancellation | | | (440,000 | ) | | | (4,400 | ) | | | (70,400 | ) | | | | | | | | | | | (365,200 | ) | | | (440,000 | ) | | | | | | | (440,000 | ) |
Unrealized foreign currency gain | | | | | | | | | | | | | | | 43,730 | | | | | | | | | | | | 43,730 | | | | | | | | 43,730 | |
Net income for the period | | | | | | | | | | | | | | | | | | | | | | | 2,072,065 | | | | 2,072,065 | | | | 439,744 | | | | 2,511,809 | |
Balance, September 30, 2009 (unaudited) | | | 143,403,159 | | | $ | 1,261,929 | | | $ | 13,020,854 | | | $ | 1,520,144 | | | $ | 848,550 | | | $ | 6,968,860 | | | $ | 23,620,337 | | | $ | 6,187,375 | | | $ | 29,807,712 | |
See Accompanying Notes to the Unaudited Interim Condensed Consolidated Financial Statements
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
1. Organization and Basis of Presentation
Description of the Business
One Bio, Corp. (formerly ONE Holdings, Corp), (formerly Contracted Services, Inc.) (“ONE” and/or the “Company”) was incorporated June 30, 2000 in the State of Florida as Contracted Services, Inc. and changed its name to ONE on June 9, 2009. ONE and its subsidiaries (collectively the “Corporation” or “Company”) are utilizing green processes to produce raw chemicals and herbal extracts, natural supplements and organic products. Corporation is focused on the Asia Pacific region. The Corporation’s key products include widely recognized Solanesol, CoQ10, Resveratrol and 5-HTP, organic fertilizers, and organic bamboo health food and beverages.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
Basis of Consolidation
In a series of transactions, that were completed on July 22, 2009, ONE completed a transaction with Green Planet Bioengineering Co., Ltd. (“GPB”) of Delaware and Abacus Global Investments, Corp. (“Abacus”) of Florida. These transactions were accounted for as a reverse acquisition as the control of the Corporation was acquired by Abacus and the former shareholders of GPB. The Corporation’s name was changed to One Holdings, Corp. from Contracted Services, Inc. on June 4, 2009 and subsequently changed to ONE Bio, Corp on November 16, 2009. Although legally, ONE is regarded as the parent, GPB, whose shareholders along with Abacus, now hold more than 91% of the voting shares of the Corporation, is treated as the acquirer under US GAAP. Consequently, ONE is deemed a continuation of GPB and control of the assets and business of ONE is deemed to have been acquired in consideration for the issuance of the shares.
During the period ended September 30, 2009, the ONE completed two acquisitions: (i) on September 2, 2009, ONE completed the purchase of 99.75% of Trade Finance Solutions Inc; and (ii) on September 27, 2009, ONE completed the purchase of 83.3% of Supreme Discovery Group Limited. ONE’s consolidated financial statements incorporate the results of these acquisitions, as of the acquisition date. See “Note 8 - Acquisitions” for the unaudited condensed pro-forma results these acquisitions for the fiscal years ended December 31, 2008 and 2007.
ONE’s consolidated financial statements include the accounts of all of its majority owned subsidiaries and the accounts of its variable interest entities, of which ONE is the primary beneficiary. All intercompany balances and transactions have been eliminated on consolidation. The functional currency of ONE’s foreign subsidiaries is in the United States Dollar and Chinese Yuan. Certain prior year balances have been reclassified to conform to current year presentation.
Interim Financial Statements
The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2008.
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as at September 30, 2009, and the results of its operations and cash flows for the nine months ended September 30, 2009 and 2008. The results of operations for the nine months ended September 30, 2009 are not necessarily indicative of the results to be expected for future quarters or the full year end December 31, 2009.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash and cash equivalents include demand deposits with banks, money market accounts, and other short-term investments with original maturities of 90 days or less. Balances of cash and cash equivalents in financial institutions may at times exceed the government-insured limits.
Restricted Cash
In accordance with ASC Topic 305 formerly Accounting Review Board (“ARB”) No. 43, Chapter 3A “Current Assets and Current Liabilities”, cash which is restricted as to withdrawal is considered a non-current asset.
Receivables
Accounts receivable are recognized and carried at original invoiced amount less an allowance for uncollectible accounts, as needed.
When evaluating the adequacy of its allowance for doubtful accounts, the Company reviews the collectability of accounts receivable, historical write-offs, and changes in sales policies, customer credibility and general economic tendency.
Loans and Receivables
The assets are non-derivatives financial assets resulting from the delivery of cash or other assets by the lender to a borrower in return for a promise to repay on a specific date or dates, or on demand. They may arise through the provision of goods and services to customers (receivables). But, principally incorporate other types of contractual monetary assets. They are initially recognized at fair value and subsequently carried at amortized cost, using the effective interest method, less any provision for impairment.
Concentration of Credit
The Company extends credit to its customers for which no credit insurance is available. To date the Corporation has not incurred any significant loss due to this activity; however, if such occurrence was to occur, the loss may have an adverse effect on the financial position of the Company.
Capital Leases
The Company’s policy is to record leases, which transfer substantially all benefits and risks incidental to ownership of property, as acquisitions of property and equipment and to record the incurrence of corresponding obligations as liabilities. Obligations under capital leases are reduced by rental payments net of imputed interest.
Inventories are stated at the lower of cost and current market value. Costs include the cost of purchase and processing, and other costs. Inventories are stated at cost upon acquisition. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.
Net realizable value is the estimated selling price in the normal course of business less the estimated costs to completion and the estimated expenses and related taxes to make the sale.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
2. Summary of Significant Accounting Policies - continued
Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs, which are not considered improvements and do not extend the useful life of the asset, are expensed as incurred; additions, renewals and betterments are capitalized. When assets 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 the statement of operations in cost of blended products.
Depreciation is provided to recognize the cost of the asset in the results of operations. The Company calculates depreciation using the straight-line method with estimated useful life as follows:
Building and structural components | 20 years |
Computer equipment and software | 5 years |
Leasehold improvements | 7 years |
Machinery and equipment | 10 years |
Office equipment and furniture | 5 years |
Technology | 5 - 10 years |
Vehicles | 5 years |
Land Use Rights
Land use rights represent the purchased rights to use land granted PRC land authorities. Depending on the PRC land authority, the land use rights can be conveyed in the form of a prepaid lease or a use agreement. Land use rights are stated at cost less accumulated amortization. Amortization is provided using the straight line method over the terms of the agreement which range over a term of 30 to 50 years obtained from the relevant PRC land authorities.
Intangible Assets
Intangible assets consist mainly of proprietary technology and software. The intangible assets are amortized using straight-line method over the life of the assets.
Impairment of Long-lived Assets
In accordance with ASC Topic 360 Formerly Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, certain assets such as property, plant, and equipment, and purchased intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Intangible assets are tested for impairment annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no events or changes in circumstances that necessitated a review of impairment of long lived assets as of September 30, 2009 as well as December 31, 2008 and 2007, respectively.
Revenue Recognition
The Company recognizes revenues in accordance with the guidance in the Securities and Exchange Commission (“SEC”) ACS Topic 605 Formerly Staff Accounting Bulletin (“SAB”) No. 104. Revenue is recognized when persuasive evidence of an arrangement exists, when the selling price is fixed or determinable, when delivery occurs and when collection is probable. The Company recognizes sales revenue when goods are shipped or ownership has transferred and royalties as they are earned.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
2. Summary of Significant Accounting Policies - continued
Employee Future Benefits
Pursuant to the relevant laws and regulations in the PRC, the Company participates in various defined contribution retirement plans organized by the respective divisions in municipal and provincial governments for its employees. The Company is required to make contributions to the retirement plans in accordance with the contribution rates and basis as defined by the municipal and provincial governments. The contributions are charged to the respective assets or the income statement on an accrual basis. When employees retire, the respective divisions are responsible for paying their basic retirement benefits. The Company does not have any other obligations in this respect.
Income Taxes
The Company accounts for income taxes in accordance with ASC topic 740 formerly Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes”. Under SFAS No. 109, deferred tax assets and liabilities are determined based on temporary differences between accounting and tax bases of assets and liabilities and net operating loss and credit carry forwards, using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. A provision for income tax expense is recognized for income taxes payable for the current period, plus the net changes in deferred tax amounts. Any interest and penalties are expensed in the year that the Notice of Assessment is received.
The Company’s practice is to recognize interest and/or penalties to income tax matters in income tax expense.
Use of Estimates
The preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses for the periods reported. Actual results could differ from those estimates. Significant items that require estimates are goodwill, deferred tax assets, stock-based compensation, deferred tax liabilities and the depreciation, and amortization of the Corporation’s assets.
Costs of Raising Equity Capital
Costs of raising capital include legal, professional fees and agent fees associated with the raising of equity and debt capital.
Incremental costs incurred in respect of raising capital are charged against equity or debt proceeds raised. Costs associated with the issuance of share capital are charged to capital stock upon the raising of share capital. Costs associated with the issuance of debt are part of the carrying value of the debt and charged to operations as non-cash financing expense using the effective interest rate method.
Foreign Currency Translation
In accordance with ASC Topic 830 formerly SFAS No.52, “Foreign Currency Translation”, the financial statements of subsidiaries of the Company are measured using local currency (Canadian Dollar and Chinese Yuan) as the functional currency. Assets and liabilities have been translated at period-end exchange rates and related revenue and expenses have been translated at average exchange rates. Gains and losses resulting from the translation of subsidiaries’ financial statements are included as a separate component of shareholders’ equity accumulated in other comprehensive income.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
2. Summary of Significant Accounting Policies - continued
Fair Value of Financial Instruments
The Company estimates the fair value of its financial instruments based on current interest rates, quoted market values or the current price of financial instruments with similar terms. Unless otherwise disclosed herein, the carrying value of financial instruments, especially those with current maturities such as cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities are considered to approximate their fair values.
Fair Value Measurements
In April 2009, the Financial Accounting Standard Board (“FASB”) released ASC 820, Fair Value Measurements and Disclosures, (formerly SFAS No. 157 “Fair Value Measurements”) that defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements.
According to ASC 820, investment measured and reported at fair value are classified and disclosed in one of the following hierarchy:
Level 1 - Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level 1 included listed equities and listed derivatives.
Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives.
Level 3 - Pricing inputs are unobservable for the investment and included situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation.
Stock-Based Compensation Plan
The Corporation uses the fair value-based method for measurement and cost recognition of employee share-based compensation arrangements under the provisions of ASC Topic 718 formerly FASB, SFAS 123 (Revised 2004) and Share-Based Payment (SFAS 123R), using the modified prospective transitional method.
Under the modified prospective transitional method, share-based compensation is recognized for awards granted, modified, repurchased or cancelled subsequent to the adoption of SFAS 123R. In addition, share-based compensation is recognized, subsequent to the adoption of SFAS 123R, for the remaining portion of the vesting period (if any) for outstanding awards granted prior to the date of adoption.
We measure share-based compensation costs on the grant date, based on the calculated fair value of the award. We have elected to treat awards with graded vesting as a single award when estimating fair value. Compensation cost is recognized on a straight-line basis over the employee requisite service period, which in our circumstances is the stated vesting period of the award, provided that total compensation cost recognized at least equals the pro rata value of the award that has vested. Compensation cost is initially based on the estimated number of options for which the requisite service is expected to be rendered. This estimate is adjusted in the period once actual forfeitures are known.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
2. Summary of Significant Accounting Policies - continued
Earnings Per Share
Earnings (loss) per common share are reported in accordance with ASC Topic 260 formerly SFAS No. 128, “Earnings Per Share”. SFAS No. 128 requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted loss per common share is not provided, when the effect is anti-dilutive.
When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.
Comprehensive Income
The Company follows ASC Topic 220 formerly Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”. This statement establishes standards for reporting and display of comprehensive income and its components. Comprehensive income is net income plus certain items that are recorded directly to shareholders’ equity bypassing net income. Other than foreign exchange gains and losses, the Company has no other comprehensive income (loss).
Recent Changes in Accounting Standards
Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.
In June 2009, FASB issued its final statement SFAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a Replacement of FASB Statement No. 162”. SFAS 168 made the FASB Accounting Standards Codification (the Codification) the single source of U.S. GAAP used by nongovernmental entities in the preparation of financial statements, except for rules and interpretive releases of the SEC under authority of federal securities laws, which are sources of authoritative accounting guidance for SEC registrants. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into roughly 90 accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The Codification supersedes all existing non-SEC accounting and reporting standards and was effective for the Company beginning July 1, 2009. Following SFAS 168, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates (ASU). The FASB will not consider ASUs as authoritative in their own right; these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification.
In August 2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall”. The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The amendments in this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability and also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance provided in this ASU is effective for the first reporting period, including interim periods, beginning after issuance. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
2. Summary of Significant Accounting Policies - continued
In September 2009, the FASB has published ASU No. 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this Update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial position and results of operations. The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.
In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.
In October 2009, the FASB has published ASU 2009-14, “Software (Topic 985)-Certain Revenue Arrangements that Include Software Elements” and changes the accounting model for revenue arrangements that include both tangible products and software elements. Under this guidance, tangible products containing software components and nonsoftware components that function together to deliver the tangible product’s essential functionality are excluded from the software revenue guidance in Subtopic 985-605, “Software-Revenue Recognition”. In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance. The guidance in this ASU is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.
Other ASUs not effective until after September 30, 2009, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
3. Supplemental Cash Flow Information
For the Period Ended September 30, | | Nine Months | |
| 2009 | | | 2008 | |
Supplemental disclosure | | | | | | |
| | | | | | |
Interest paid | | $ | 443,982 | | | $ | 601,131 | |
Income taxes paid | | $ | 886,151 | | | $ | 908,372 | |
Non-cash transactions | | | | | | | | |
TFS Net assets acquired | | $ | 3,593,339 | | | | -- | |
UGTI net assets acquires | | $ | 11,443,822 | | | | -- | |
| | September 30, 2009 | | | December 31, 2008 | |
Accounts receivables | | $ | 10,618,067 | | | $ | 4,429,887 | |
Allowances for doubtful accounts | | | (9,440 | ) | | | (- - - | ) |
Accounts receivable, net | | $ | 10,608,627 | | | $ | 4,429,887 | |
| | September 30, 2009 | | | December 31, 2008 | |
Raw material | | $ | 372,237 | | | $ | 101,280 | |
Packaging material | | | 40,230 | | | | - - - | |
Work in progress | | | 123,416 | | | | 294,798 | |
Finished goods | | | 1,791,242 | | | | 35,491 | |
| | $ | 2,327,125 | | | $ | 431,569 | |
6. Property, Plant and Equipment
| | September 30, 2009 | | | December 31, 2008 | |
Building and structural components | | $ | 3,471,685 | | | $ | 1,928,892 | |
Machinery | | | 1,626,246 | | | | 860,407 | |
Office equipment and furniture | | | 151,766 | | | | 97,514 | |
Vehicles | | | 93,859 | | | | 92,851 | |
| | | 5,346,740 | | | | 2,979,664 | |
Less: accumulated depreciation | | | (1,041,476 | ) | | | (546,505 | ) |
| | | 4,305,264 | | | | 2,433,159 | |
Construction in progress | | | 710,908 | | | | 710,908 | |
| | $ | 5,016,172 | | | $ | 3,144,067 | |
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
6. Property, Plant and Equipment - continued
During the periods, depreciation is included in:
For the | | 3 months | | | 9 months | |
Ended September 30, | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
Cost of sales | | $ | 34,436 | | | $ | 37,121 | | | $ | 96,727 | | | $ | 94,259 | |
Administrative expenditures | | | 23,273 | | | | 15,450 | | | | 69,253 | | | | 59,879 | |
The following is a summary of the Corporation’s intangible assets:
| | September 30, 2009 | | | December 31, 2008 | |
Technology | | $ | 740,835 | | | $ | 286,065 | |
Software | | | 143,712 | | | | 3,183 | |
| | | 884,527 | | | | 289,248 | |
Less: accumulated amortization | | | (214,718 | ) | | | (130,089 | ) |
| | $ | 669,829 | | | $ | 159,159 | |
The estimated aggregate amortization expenses for intangible assets for the five succeeding years is $66,983 per year.
a) Trade Finance Solutions Inc.
On September 3, 2009, the Corporation acquired from the shareholders of Trade Finance Solutions (“collectively referred to as “TFS Shareholders”) 3,990 shares representing 99.75% of the Shareholders’ common shares owned in Trade Finance Solutions Inc. (“TFS”). For the TFS shares each TFS Shareholder is to receive shares of the Corporation’s common stock and cash payments as per the share purchase agreement. The cash component of the purchase price will be calculated on an earn-out basis based on TFS’ monthly EBIT (earnings before interest and taxes) beginning with the measuring period as defined in the share purchase agreement with a not to exceed purchase price of $6,000,000. In addition to the cash portion of the purchase price, the TFS Shareholders shall receive one common share of the Corporation (adjusted for forward or reverse splits following the closing) for every $1.00 in EBIT achieved during the measuring period (“TFS Stock Compensation”) subject to a maximum TFS Stock Compensation of six million common shares of Corporation.
TFS provides creative financing solutions, including purchase order financing, fulfillment services, and factoring or invoice discounting for domestic and international credit worthy customers of eligible goods and services. These TFS options are primarily designed for growing companies experiencing the cash flow demands commonly associated with growth and expansion. TFS is to act as ONE’s internal financing arm ready, able and dedicated to fund and facilitate the growth of ONE’s core bioengineering business.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
8. Acquisitions - continued
The TFS acquisition is being accounted for as a subsidiary of ONE. The Company has recorded the balance of TFS at booked costs which approximates fair value. The acquisition is being accounted for as a purchase acquisition as required by ASC Topic 805 Formerly SFAS 141R.
| | | |
Assets acquired | | | |
Cash | | $ | 280,619 | |
Receivables | | | 1,164,844 | |
Loans receivable | | | 2,828,597 | |
Prepaid expenses | | | 110,664 | |
Property, and equipment | | | 13,277 | |
Liabilities assumed | | | | |
Accounts payable | | | 204,610 | |
Loans payable | | | 4,576,313 | |
Net Fair Value of assets acquired | | | (382,922 | ) |
Goodwill | | | 3,976,261 | |
Purchase price | | $ | 3,593,339 | |
The purchase price was settled with:
| | | | |
Estimated cash to be paid between March 2010 and February 2011 | | $ | 3,000,000 | |
| | | | |
1,000,000 Common shares to be issued between March 2010 and February 2011 | | | 593,339 | |
| | $ | 3,593,339 | |
b) Supreme Discovery Group, Limited.
On September 27, 2009, the Corporation executed and consummated a Share Exchange Agreement (the “UGTI Agreement”) by and among (i) our 100% owned subsidiary United Green Technology Inc., a Nevada corporation, (“UGTI”), (ii) Supreme Discovery Group Limited, a British Virgin Islands Company (“Supreme”) and (iii) the stockholders who owned 100% of Supreme’s common stock (the “Supreme Shareholders”).
Supreme owns 100% of subsidiary, FuJian United Bamboo Technology Company Ltd., a wholly foreign-owned enterprise (“WFOE”) organized under the laws of the PRC. WFOE has entered into a series of contractual arrangements (Entrusted Management Agreement, Shareholders’ Voting Proxy Agreement, Exclusive Purchase Option Agreement and Share Pledge Agreement) with Jianou Lujian Foodstuff Co., Ltd (“JLF”), pursuant to which WFOE effectively controls the business, operations and equity and has an irrevocable option to purchase the equity and/or assets of JLF.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
8. Acquisitions - continued
Pursuant to the UGTI Agreement, the Supreme Shareholders sold, transferred and assigned 100% of the outstanding common stock of Supreme to UGTI in exchange for (i) cash in the amount of $1,238,400, (ii) 13,200,000 shares of our common stock, and (iii) 20% of the issued and outstanding shares of common stock of UGTI. As part of this transaction the Supreme Shareholders deposited into an Escrow thirty-five percent (35%) of our shares issued to them and in the event UGTI’s EBITDA for fiscal year 2010 is less than UGTI’s EBITDA for fiscal 2009, the number of shares of our stock issued to Supreme Shareholders shall be proportionately reduced as provided for in the Agreement. Supreme Shareholders are also subject to a lockup and leak out period and have one piggy-back registration right as further defined in the Agreement.
JLF own an award-winning green-technology enterprise that specializes in the highly profitable production of organic products and fertilizers based on bamboo. JLF’s products reflect the growing global trend for organic food and health products. JLF holds lush bamboo land contracts of nearly 6,635 acres in Fujian province, one of China’s largest bamboo growing areas. JLF is the third largest bamboo producer in China and is the first bamboo company in China to gain food safety certifications from China (HACCP), Japan (JAS) and Europe (EFSA). JLF was also the first company in China to formulate a “zero-to-zero” process starting from cultivation to distribution, and taking it further by developing organic fertilizers from bamboo skins to eliminate its waste. This led to JLF being named the “Forestry Enterprise of the Year” for 2009 in Fujian Province China
The Supreme acquisition is being accounted for as a subsidiary of the ONE. The Company has recorded the balance of Supreme at booked costs which approximates fair value. The acquisition is being accounted for as a purchase acquisition as required by ASC 805 formerly SFAS 141R.
| | | |
Assets acquired | | | |
Cash | | $ | 1,627,719 | |
Receivables | | | 5,141,023 | |
Inventory | | | 1,851,227 | |
Prepaid expenses | | | 188,809 | |
Other Assets Liabilities assumed | | | 7,929,451 | |
Bank indebtedness | | | (731,112 | ) |
Accounts payable | | | (806,812 | ) |
Loans payable | | | (1,462,223 | ) |
| | | | |
Net Fair Value of assets | | | 13,738,082 | |
Non-controlling interest | | | (2,294,260 | ) |
Net Fair Value of assets acquired | | $ | 11,443,822 | |
The purchase price was settled with:
| | | | |
Notes payable due September 22, 2010 | | $ | 557,280 | |
Notes payable due September 22, 2011 | | | 681,120 | |
17,200,000 Common shares | | | 10,205,422 | |
| | $ | 11,443,822 | |
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
8. Acquisitions - continued
On November 3, 2009, ONE and UGTI agreed to cancel the issuance of preferred shares to be issued by UGTI to ONE and enter in to an agreement where UGTI is to issue 10,000 common shares from its treasury at a price of $120 per share to ONE, payable in cash for a total investment of $1,200,000. This transaction increases ONE’s ownership of UGTI to 11,000 common shares of UGTI for an economic interest of 98.21% from 83.3%.
c) Pro-forma
The following is a condensed pro-forma statement of operations for the 12 month period ended December 31, 2008 and 2007, had the above transactions taken place prior to the reporting periods.
For the 12 months Period Ended December 31, | | 2008 | | | 2007 | |
Revenues | | $ | 34,839,128 | | | $ | 21,052,410 | |
Cost of goods sold | | | 20,534,124 | | | | 11,789,269 | |
Gross profits | | | 14,305,004 | | | | 9,263,141 | |
Operating expenses | | | 3,835,126 | | | | 2,352,703 | |
Operating profits | | | 10,469,878 | | | | 6,910,438 | |
Non-operating expenditures | | | 92,539 | | | | 242,996 | |
Income before taxes | | | 10,377,339 | | | | 6,650,380 | |
Provision for income taxes | | | (2,679,642 | ) | | | (2,225,341 | ) |
Non-controlling interest | | | (656,794 | ) | | | (498,079 | ) |
Net income | | $ | 7,040,903 | | | $ | 3,926,960 | |
| | | | | | | | |
Pro-forma earnings per share | | $ | 0.05 | | | $ | 0.03 | |
The following is a condensed pro-forma statement of operations for the nine month period ended September 30, 2009 and 2008, had the above transactions taken place prior to the reporting periods.
For the 9 months Period Ended September 30, | | 2009 | | | 2008 | |
Revenues | | $ | 25,913,885 | | | $ | 23,266,582 | |
Cost of goods sold | | | 14,857,339 | | | | 13,918,331 | |
Gross profits | | | 11,056,546 | | | | 9,348,251 | |
Operating expenses | | | 3,314,938 | | | | 2,616,510 | |
Operating profits | | | 7,741,607 | | | | 6,731,741 | |
Non-operating expenditures | | | 162,283 | | | | 336,798 | |
Income before taxes and non-controlling interest | | | 7,579,324 | | | | 6,394,943 | |
Provision for income taxes | | | (1,973,780 | ) | | | (1,873,964 | ) |
Non-controlling Interest | | | (497,857 | ) | | | (500,639 | ) |
Net income | | $ | 5,107,687 | | | $ | 4,020,340 | |
| | | | | | | | |
Pro-forma earnings per share | | $ | 0.03 | | | $ | 0.03 | |
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
8. Acquisitions - continued
The following is a condensed pro-forma statement of operations for the 3 month period ended September 30, 2009 and 2008, had the above transactions taken place prior to the reporting periods.
For the 3 months Period Ended September 30, | | 2009 | | | 2008 | |
Revenues | | $ | 9,393,907 | | | $ | 5,470,834 | |
Cost of goods sold | | | 5,186,606 | | | | 2,920,804 | |
Gross profits | | | 4,207,301 | | | | 2,550,030 | |
Operating expenses | | | 1,535,934 | | | | 1,333,463 | |
Operating profits | | | 2,671,366 | | | | 1,216,567 | |
Non-operating expenditures | | | 107,015 | | | | 113,356 | |
Income before taxes and non-controlling interest | | | 2,564,351 | | | | 1,103,211 | |
Provision for income taxes | | | (692,018 | ) | | | (568,923 | ) |
Non-controlling interest | | | (203,257 | ) | | | (148,678 | ) |
Net income | | $ | 1,669,076 | | | $ | 385,610 | |
| | | | | | | | |
Pro-forma earnings per share | | $ | 0.01 | | | $ | 0.00 | |
Goodwill is recorded when the consideration paid for an acquisition of a business exceeds the fair value of identifiable net tangible and intangible assets. Goodwill was recorded with the purchase of TFS.
| | September 30, 2009 | | | December 31, 2008 | |
Balance December 31, 2008 | | $ | --- | | | $ | --- | |
Acquisition of TFS | | | 3,976,261 | | | | --- | |
Acquisition of Supreme | | | --- | | | | --- | |
Balance September 30, 2009 | | $ | 3,976,261 | | | $ | --- | |
Future adjustments to prior acquisitions may be required primarily due to adjustments to plans formulated in accordance with the ASC Topic 805.
One of the Company’s operating subsidiaries in the PRC has established a credit facility with a local lender denominated in RMB. The facility was partially guaranteed by the Rural Credit Cooperatives Cooperation of Jianou City. The credit facility provides that the Company deposit 50% of the total credit applied into an Escrow Account as further guaranty against default. As of September 30, 2009, the cash on deposit but restricted as to access was $451,913.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
The Company has entered into certain financial agreements and loans payable as follows:
Borrowings | | September 30, 2009 | | | December 31, 2008 | |
CCB | | $ | 1,462,501 | | | $ | --- | |
Financial Institution | | | 1,863,090 | | | | --- | |
Rural Cooperative | | | 731,251 | | | | 146,700 | |
Reverse Acquisition of GPB | | | 980,349 | | | | --- | |
Acquisition of TFS | | | 3,000,000 | | | | --- | |
Acquisition of Supreme | | | 1,238,400 | | | | --- | |
Financial Services | | | 4,633,409 | | | | --- | |
Other | | | 22,434 | | | | 14,805 | |
Total | | | 13,931,434 | | | | 161,505 | |
Loans Payable, current portion | | | 5,082,169 | | | | 161,505 | |
| | | | | | | | |
Loans Payable, less current portion | | $ | 8,849,265 | | | $ | --- | |
CCB - The amount represents borrowings from a financial institution and accrues interest at 6.11%. The borrowing matures on April 17, 2010.
Financial Institution - The Company has negotiated two loans, both of which carry interest at the annual rate of 7.434%. The loan of $660,150 is secured by a guarantee company. The Company has pledged its plant and equipment with carrying value of $776,916 and paid a counter guarantee of $146,700 to the guarantee company. The guarantee company charges a fee at 1.8% per annum on the loan. The other loan of $1,202,940 is secured by the Company’s property with carrying value of $1,520,843.
Rural Cooperative - The amounts represent borrowings from the Rural Credit Cooperatives Cooperation of Jian Ou City. The borrowing matures on December 26, 2009.
Reverse Acquisition of GPB - The amounts represent notes issued in connection with the acquisition of Green Planet Bioengineering Limited. There were two notes issued, one for $445,613 which matures on July 22, 2010 and one for $534,736 which matures on July 22, 2011.
Acquisition of TFS - The amount represents the cash consideration due in connection with the acquisition of Trade Finance Services, Inc. Payment is due based on the achievement of certain milestones.
Acquisition of Supreme - The amounts represent notes issued in connection with the acquisition of Supreme Discovery Group Limited. There were two notes issued, one for $557,280 which matures on September 22, 2010 and one for $681,120 which matures on September 22, 2011.
Financial Services - The amounts represent loan term borrowings to fund the financial services activities of our financing subsidiary, Trade Finance Services, Inc.
Other - The amounts are payable to shareholder and related parties. The amounts are interest-free, unsecured and repayable on demand.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
12. Defined Contribution Plan
Pursuant to the relevant PRC regulations, the Company is required to make contributions at a rate of 29% of the average salaries for the latest fiscal year-end of Fujian Province to a defined contribution retirement plan organized by a state-sponsored social insurance plan in respect of the retirement benefits for the Company’s employees in the PRC. The only obligation of the Company with respect to retirement plan is to make the required contributions under the plan. No forfeited contribution is available to reduce the contribution payable in the future years. The defined contribution plan contributions were charged to the statement of income and comprehensive income.
The Company contributed $55,004 and $41,963 for the nine months ended September 30, 2009 and 2008, respectively.
13. Related Party Transactions
Amounts due to the related parties, are payable to entities controlled by shareholders, officers or directors of the Corporation as are transactions with these related parties. These amounts are non-interest bearing, unsecured and not subject to specific terms of repayment unless stated otherwise.
| | September 30 | |
| | 2009 | | | 2008 | |
Repurchase of 440,000 common shares | | $ | 440,000 | | | $ | - - - | |
Proceeds paid to an entity who’s director is a shareholder | | | 2,638 | | | | 2,580 | |
Interest expenses | | | - - - | | | | 28,803 | |
| | | | | | | | |
| | September 30, 2009 | | | December 31, 2008 | |
Demand loans with no interest and recorded within loans payable | | | 22,434 | | | | 14,805 | |
The above transactions are in the normal course of operations and have been measured at the exchange amount which is the amount of consideration established and agreed to by the related parties.
The Corporation is authorized to issue 750,000,000 number of common shares with a par value of $0.01. Each common share entitles the holder to one vote.
During the nine month period ending September 30, 2009, the Corporation had the following capital transactions:
1. | issued 3,000,00 units for gross proceeds of $450,000, where each unit is comprised of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional common share at a price of $1.00 prior to July 31, 2012; |
2. | issued 22,234,254 common shares for the acquisition of 62.5% of GPB’s common shares, in addition 5,024,038 common shares for 5,000,000 GPB Preferred shares which are eliminated upon consolidation; |
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
14. Capital Stock - continued
3. | reserved 1,000,000 common shares for the acquisition of 99.75% of TFS that are to be issued at a future date based upon the profitability of TFS; |
4. | issued 3,800,000 units for gross proceeds of $570,000, where each unit is comprised of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional common share at a price of $1.00 prior to July 31, 2012; |
5. | issued 17,200,000 common shares for the acquisition of 83.3% of Supreme; and |
6. | issued 7,943 common shares for services, with a value of $4,765. |
In addition, the Corporation repurchased 440,000 common shares at a total cost of $440,000, which it has subsequently been cancelled.
Subsequent to the end of the period ended September 30, 2009, the Corporation completed the following transactions:
1. | issued 780,000 units for gross proceeds of $202,000, where each unit is comprised of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional common share at a price of $1.00 prior to October 2012; and |
2. | issued 59,300 common shares for services, with a value of $8,895. |
The Corporation has the following warrants issued and outstanding as at September 30, 2009:
Number of Warrants | | | Exercise Price | | Warrant Type | Issuance Date | Expiration Date |
| 3,000,000 | | | $ | 1.00 | | Investor | July 2009 | July 30, 2012 |
| 3,800,000 | | | | 1.00 | | Investor | September 2009 | September 9, 2012 |
| 6,800,000 | | | | | | | | |
The Corporation’s income is distributable to its shareholders after transfer to statutory reserves as required under relevant PRC laws and regulations and the Corporation’s articles of association. As stipulated by the relevant laws and regulations in the PRC, the Corporation is required to maintain a statutory surplus reserve fund which is non-distributable. Appropriation to such reserves is made out of net profit after taxation of the statutory financial statements of the Corporation as a proportion of income after taxation of 10%.
The statutory surplus reserve fund can be used to make up prior year losses, if any, and can be applied in conversion into capital by means of capitalization issue. The appropriation may cease to apply if the balance of the fund has reached 50% of the relevant entity’s registered capital.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
a) Value Added Tax (“VAT”)
Pursuant to the Provisional Regulation of China on VAT and their implementing rules, all entities and individuals that are engaged in the sale of goods, the provision of repairs and replacement services and the importation of goods in China are generally required to pay VAT at a rate of 17% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayer. Further, when exporting goods, the exporter is entitled to a portion of or all the refund of VAT that it has already paid or incurred.
The Corporation is subjected to VAT at 17% for its revenues and is entitled to a VAT refund at 13% of export sales prior to June 1, 2009 and at 15% of export sales beginning June 1, 2009.
b) Income Tax
The Company is subject to the taxes in the United States at tax rate of approximately 40.7%. No provision for the US federal income taxes has been made as the Company had no taxable income in this jurisdiction for the reporting periods.
Under Chinese income tax laws, prior to January 1, 2008, the company was subject to an income tax at an effective rate of 33% (30% state income taxes plus 3% local income taxes) on income as reported in their statutory financial statements after appropriate tax adjustments. Beginning January 1, 2008, the new Enterprise Income Tax (“EIT”) law replaced the existing income tax laws. The new standard EIT rate of 25% replaced the 33% rate (or other reduced rates previously granted by tax authorities). The new standard rate of 25% was applied to calculate certain deferred tax benefits that are expected to be realized in future periods.
From time to time, the Corporation may be exposed to claims and legal actions in the normal course of business, some of which may be initiated by the Corporation. As of September 30, 2009, no material claims were outstanding.
19. Segmented Information and Major Customers
The Corporation uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Corporation’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Corporation’s reportable segments. Accordingly, in accordance with SFAS No.131 “Disclosures about Segments of an Enterprise and Related Information”, the Corporation’s operations comprises of three reporting segments engaged in herbal and chemical extracts, organic products and financing within Canada, China and the United States.
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
19. Segmented Information and Major Customers - continued
The following represents the segmented information based on geographical distribution as at September 30:
2009 | | Asia | | | North America | | | Total | |
| | | | | | | | | | | | |
Sales | | $ | 8,212,803 | | | $ | 412,372 | | | $ | 8,625,175 | |
Operating profit | | | 3,587,898 | | | | (115,171 | ) | | | 3,587,898 | |
| | | | | | | | | | | | |
Corporate expenses, including amortization) | | | | | | | | | | | 110,108 | |
Interest expense | | | | | | | | | | | 53,575 | |
Income before income taxes and non-controlling interest | | | | | | | | | | | 3,424,215 | |
Assets | | $ | 37,370,385 | | | $ | 5,212,501 | | | $ | 42,582,886 | |
2008 | | Asia | | | North America | | | Total | |
| | | | | | | | | | | | |
Sales | | $ | 7,501,285 | | | $ | - - - | | | $ | 7,501,285 | |
Operating profit | | | 3,667,119 | | | | - - - | | | | 3,667,119 | |
| | | | | | | | | | | | |
Corporate expenses, including amortization) | | | | | | | | | | | (51,757 | ) |
Interest expense | | | | | | | | | | | 114,073 | |
Income before income taxes and non-controlling interest | | | | | | | | | | | 3,604,803 | |
Assets | | $ | 30,107,702 | | | $ | 5,564,046 | | | $ | 35,671,748 | |
The following represents the segmented information based on operating segments as of September 30;
2009 | | Herbal and Chemical Extracts | | | Organic Products | | | Financing | | | Corporate | | | Total | |
Sales | | $ | 7,929,710 | | | $ | 283,093 | | | $ | 412,372 | | | $ | - - - | | | $ | 8,625,175 | |
Operating profit | | | 4,510,356 | | | | 116,317 | | | | 88,848 | | | | - - - | | | | 4,715,521 | |
| | | | | | | | | | | | | | | | | | | | |
Corporate expenses, including amortization) | | | | | | | | | | | | | | | | | | | 1,237,731 | |
Interest expense | | | | | | | | | | | | | | | | | | | 53,575 | |
Income before income taxes and non-controlling interest | | | | | | | | | | | | | | | | | | | 3,424,215 | |
Assets | | $ | 20,510,756 | | | $ | 16,859,629 | | | $ | 5,074,917, | | | $ | 137,584, | | | $ | 42,582,886 | |
ONE BIO CORP.
(PREVIOUSLY CONTRACTED SERVICES, INC.)
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(All Amounts are in United States Dollars)
19. Segmented Information and Major Customers - continued
2008 | | Herbal and Chemical Extracts | | | Organic Products | | | Financing | | | Corporate | | | Total | |
Sales | | $ | 7,501,285 | | | $ | - - - | | | $ | - - - | | | $ | - - - | | | $ | 7,501,285 | |
Operating profit | | | 3,667,119 | | | | - - - | | | | - - - | | | | - - - | | | | 3,667,119 | |
| | | | | | | | | | | | | | | | | | | | |
Corporate expenses, including amortization) | | | | | | | | | | | | | | | | | | | (51,757 | ) |
Interest expense | | | | | | | | | | | | | | | | | | | 114,073 | |
Income before income tax and non-controlling interest | | | | | | | | | | | | | | | | | | | 3,604,803 | |
| | | | | | | | | | | | | | | | | | | | |
Assets | | $ | 16,841,811 | | | $ | 13,265,891 | | | $ | 5,533,955, | | | $ | 30,091, | | | $ | 35,671,748 | |
The Company had sales to three (3) customers that exceeded 10% of revenues in the period ended September 30, 2009. Those sales were approximately 12.8% ($1,100,000), 12.1% ($1,040,000) and 11.0% ($950,000) of revenues. During the nine month period that ended September 30, 2008, the Company had sales to five (5) customers that exceeded 10% of revenues. Those sales were approximately 19.3% ($1,450,000), 17.2% ($1,290,000), 17.1% (1,280,000), 16.9% (1,270,000) and 12.7% ($950,000) of revenues.
On October 16, 2009, the Corporation filed articles of amendment to change its name to One Bio, Corp. from One Holdings, Corp. which also included a reduction of its authorized number of common shares to 150 million from 750 million, a stock consolidation of five old common shares for one new common share and changed the par value of its common shares to $0.001 from $0.01. The Corporation is awaiting FINRA approval to have these implemented.
On November 3, 2009, ONE and UGTI agreed to cancel the issuance of preferred share by UGTI to ONE and enter in to an agreement where UGTI is to issue 10,000 common shares from its treasury at a price of $120 per share to ONE, payable in cash for a total investment of $1,200,000. This transaction increases ONE’s ownership of UGTI to 11,000 common shares of UGTI for an economic interest of 98.21% from 83.3%.
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Overview
ONE Bio, Corp. (the “Company” and/or “ONE” and/or “Registrant”) (www.onehcorp.com) headquartered in Miami, FL, is a company utilizing green processes specialized in raw chemicals and herbal extracts, natural supplements and organic products. ONE is focused on the Asia Pacific region. Key products include widely recognized Solanesol, CoQ10, Resveratrol and 5-HTP, organic fertilizers, and organic bamboo health food and beverages. ONE’s growth plan targets an aggressive acquisition driven strategy supported by strong organic growth. Through ONE, small private companies gain access to capital, experienced management and strategic insight. ONE builds strong synergies amongst all subsidiaries to enhance shareholder value. ONE is working with each subsidiary to promote organic and acquisition driven growth. Prior to the acquisition of a majority equity interest in the Company by Abacus Global Investments, Corp. (“Abacus”) June 4th, 2009 Company operated a computer consulting and a commercial lawn maintenance business and was previously located in St. Petersburg, Florida. Immediately following Abacus’ acquisition the Company’s business purpose changed as outlined above.
Company was incorporated under the laws of the State of Florida on June 30, 2000 under the name of Contracted Services, Inc.
On May 29, 2009 Contracted Services, Inc. entered into a material definitive agreement with Belmont Partners, LLC by which Belmont acquired ninety-three million seven hundred fifty thousand (93,700,000) shares of the Company’s common stock. The transaction closed on June 2, 2009. Following the transaction, Belmont Partners, LLC controls approximately 92.25% of the Company’s outstanding capital stock. Additionally on May 13, 2009 Joseph Meuse was appointed to the Board of Directors as director, and as President and Secretary of the Company. On the same date, John L. Corn and Susan E. Corn resigned from their positions as directors and/or officers of the company.
On June 4, 2009, Belmont Partners LLC (“Belmont”), the Issuer’s controlling shareholder, and Abacus Global Investments, Corp. (“Abacus”) entered into a material definitive agreement pursuant to which Abacus acquired all ninety-three million seven hundred fifty thousand (93,750,000) shares of the registrant’s common stock (representing 92.25% of the Company’s issued and outstanding stock) which was owned by Belmont. The transaction closed on June 9, 2009. Following the transaction, Abacus Global Investments, Corp. controlled 92.25% of the Registrants outstanding capital stock. Additionally, effective June 9, 2009 Marius Silvasan was appointed as a director and as the interim President of the company. On the same date, Joseph Meuse resigned from his positions as President, Secretary and Director.
On June 9, 2009, the company filed an amendment to its Articles of Incorporation pursuant to which the Company’s name was changed to ONE HOLDINGS, CORP. (“ONE”). The Company also changed its registered address on the same day.
Upon Abacus’ acquisition of majority control of the Company and following the name change to ONE, Abacus changed the Company’s business focus to its current strategy.
On July 22, 2009, the Company acquired from certain shareholders (“GP Shareholders”) of Green Planet Bioengineering Co., Ltd., a Delaware corporation (“Green Planet”) 80% of the issued and outstanding shares of common stock of Green Planet. The Company also acquired 5,101 shares of Green Planet preferred stock which preferred stock provides the Company the right to vote 1,000 votes on all matters submitted to a vote of the shareholders of Green Planet and is convertible into 1,000 shares of Green Planet common stock. The Company acquired the Green Planet preferred stock in consideration for the issuance by the Company to Green Planet of 5,024,038 shares of the Company’s common stock. As part of this Green Planet transaction, Green Planet and the GP Shareholders deposited into an Escrow thirty-five percent (35%) of the Company’s shares issued to Green Planet and the GP Shareholders and in the event Green Planet’s EBITDA for fiscal year 2009 is less than GP’s EBITDA for fiscal 2008, the number of shares of Registrant’s stock issued to Green Planet and the GP Shareholders shall be proportionately reduced as provided for in the Green Planet Preferred Stock Purchase Agreement (the “Preferred Stock Purchase Agreements”) and the Stock Purchase Agreement (“GP SPA”) with the GP Shareholders. Green Planet and the GP Shareholders are also subject to a lockup and leak out period and has one piggy-back registration right as further defined in the Green Planet Preferred Stock Purchase Agreement and GP SPA. As a result of the Green Planet transactions, the Company has become the majority shareholder of Green Planet and based upon the number of shares outstanding and assuming conversion or the Green Planet preferred stock into common stock, the Company would own approximately 83% of Green Planet’s shares. Green Planet owns 100% of FuJian Green Planet Bioengineering Co., Ltd., a WFOE, that through a series of contractual arrangements has effective control of the business and operations of and has an irrevocable option to purchase the equity and/or assets of Sanming Huajian Bio-Engineering Co., Ltd. (a PRC company), a green process manufacturer of high quality health supplements, organic fertilizers and pesticides. Consequently, the Company effectively controls the business and operations of Green Planet, FuJian Green Planet Bioengineering Co., Ltd. (a GP WFOE) and Sanming Huajian Bio-Engineering Co., Ltd.
On September 3, 2009, ONE acquired from the shareholders of Trade Finance Solutions (“collectively referred to as “TFS Shareholders”) 3,990 shares representing 99.75% of the Shareholders’ common shares owned in Trade Finance Solutions Inc. (“TFS”). For the TFS shares each TFS Shareholder is to receive shares of the Registrant’s common stock and cash payments as per the Share Purchase Agreement with the TFS Shareholders (“TFS SPA”). The cash component of the purchase price will be calculated on an earn-out basis based on TFS’ monthly EBIT (earnings before interest and taxes) beginning with the measuring period as defined in the TFS SPA with a not to exceed purchase price of $6,000,000.00. In addition to the cash portion of the purchase price, the TFS Shareholders shall receive 1 share of ONE common stock (adjusted for forward or reverse splits following the closing) for every $1.00 in EBIT achieved during the measuring period (“TFS Stock Compensation”) subject to a maximum TFS Stock Compensation of 6 million shares of Registrant’s common stock. The TFS Shareholders are subject to a lockup and leak out period as further defined in the TFS SPA. Upon the purchase of the TFS Common Shares from the TFS Shareholders, Registrant has become the majority shareholder of TFS. TFS provides balance sheet financing solutions for domestic and international credit-worthy customers including accounts receivable, purchase order financing, fulfillment services and factoring or invoice discounting. The TFS acquisition is strategic to the Company beyond the direct and immediate financial contribution TFS will bring to sales and net income because it will provide the Company the ability to use TFS as an internal financing arm ready, able and dedicated to fund and facilitate the growth of the Company’s core bioengineering business.
On September 27, 2009, the Company acquired through a variety of transactions, 83% control of Jianou Lujian Foodstuff Co., Ltd. (“JLF”), a company based in the Peoples Republic of China (“PRC”). The Registrant executed and consummated a Share Exchange Agreement (the “Supreme Agreement”) by and among (i) the Company’s 100% owned subsidiary United Green Technology Inc., a Nevada corporation, (“UGTI”), (ii) Supreme Discovery Group Limited, British Virgin Islands Company (“Supreme”) and (iv) the stockholders who owned 100% of Supreme’s common stock (the “Supreme Shareholders”). Supreme is the parent company of Fujian United Bamboo Technology Company Ltd., a wholly foreign-owned enterprise (“JLF WFOE”) organized under the laws of the PRC. The stockholders of Supreme are Tang Jinrong, Li Lifang and Tang Shuiyou, who are also the owners of JLF. JLF WFOE through a series of contractual arrangements has effective control of the business and operations of and has an irrevocable option to purchase the equity and/or assets of JLF. Consequently, the Company effectively controls the business and operations of Supreme, JLF WFOE and JLF.
Pursuant to the Supreme Agreement, at the closing, the Supreme Shareholders sold, transferred and assigned 100% of the outstanding common stock of Supreme to the Company’s wholly-owned subsidiary UGTI in exchange for (i) cash, (ii) 13,760,000 shares of the Company’s common stock, and (iii) 20% of the issued and outstanding shares of common stock of UGTI. The Company thereby acquired through UGTI ownership of all of the outstanding stock of Supreme which owns 100% ownership of JLF WFOE. As part of this transaction the Supreme Shareholders deposited into an Escrow thirty-five percent (35%) of the Company’s shares issued to them and in the event UGTI’s EBITDA for fiscal year 2010 is less than UGTI’s EBITDA for fiscal 2009, the number of shares of the Company’s stock issued to Supreme Shareholders shall be proportionately reduced as provided for in the Supreme Agreement. Supreme Shareholders are also subject to a lockup and leak out period and have one piggy-back registration right as further defined in the Agreement. JLF is an award winning green-technology bioengineering company that specializes in the production of organic products and fertilizers based on bamboo. JLF holds bamboo land contracts in Fujian Province, one of China’s largest bamboo growing areas. JLF is the third largest bamboo producer in China and is the first bamboo company in China to gain food safety certification from China (HACCP), Japan (JAS) and Europe (ESFA). JLF was also the first company in China to formulate a “zero-to-zero” process starting from cultivation to distribution including the development of organic fertilizers from bamboo skins to eliminate waste.
Effective October 26, 2009, the Company amended its articles of incorporation to: (i) authorize a class of preferred stock consisting of (10,000,000) shares, $0.001 par value per share; (ii) designating 10,000 shares of the preferred stock as Series A Preferred Stock; (iii) reducing the number of authorized shares of common stock from 750,000,000 shares to 150,000,000 shares and changing the par value to $0.001 per share; (iv) changing the name of the Registrant to ONE Bio, Corp.; and (v) effecting a Five (5) for one (1) reverse split of the registrant’s common stock.
Business Overview
ONE Bio, Corp. (the “Company” and/or “ONE” and/or “Registrant”) (www.onehcorp.com) headquartered in Miami, FL, is a company utilizing green processes specialized in raw chemicals and herbal extracts, natural supplements and organic products. ONE is focused on the Asia Pacific region. Key products include widely recognized Solanesol, CoQ10, Resveratrol and 5-HTP, organic fertilizers, and organic bamboo health food and beverages. ONE’s growth plan targets an aggressive acquisition driven strategy supported by strong organic growth. Through ONE, small private companies gain access to capital, experienced management and strategic insight. ONE builds strong synergies amongst all subsidiaries to enhance shareholder value. ONE is working with each subsidiary to promote organic and acquisition driven growth.
ONE’s operations are divided into two complementary divisions that focus on producing chemical and herbal extracts and organic products utilizing green processes.
The chemical and Herbal Extracts Division (CHE) produces chemical and herbal extracts for use in a wide range of health and wellness products. Utilizing green technology and proprietary processes CHE extracts highly profitable health supplements, fertilizers, and pesticides from waste tobacco. CHE’s chemical extract processes from tobacco leaves delivers high purity solanesol (98%) further extracted into CoenzymeQ10 (“CoQ10”). Discarded tobacco leaves are further extracted to produce organic fertilizers both powdered and particulate which eliminates any waste. CHE also extracts from a variety of plants Resveratrol and 5-HTP, which are key components in hundreds of popular consumer products.
The Organic Product Division (OP) manufactures a variety of consumer and commercial use health and energy drinks, organic food products and fertilizers primarily based on bamboo. Organic food products based on bamboo are low in saturated fat, cholesterol and sodium yet high in dietary fiber, vitamin C, potassium, zinc, and numerous other nutrients, making bamboo shoots ideal for weight loss and maintaining optimum health. Also the Moso bamboo leaf extract is loaded with soluble and insoluble fiber and antioxidants. The Moso leaf extract is used to make a caffeine-free energy drink or is infused into white rice creating green bamboo rice with important health benefits. ONE also uses the bamboo skins to produce organic fertilizers eliminating waste in the process.
ONE’s growth strategy is focused on organic growth with increases in land for cultivation, additional product introduction, and increasing manufacturing capacity. Additionally, ONE is targeting to move from chemical extracts to actual over the counter products in the near future. ONE’s growth strategy also targets an aggressive acquisition plan that pursues highly profitable, rapidly growing companies that exemplify strong leadership. Target companies must have the following criteria: (a) Fast growing, cash flow positive leaders in industries where existing management has a history of profitable operating experience in the region complimented by a clear plan for growth; (b) Bioengineering companies with proprietary technology; (c) Repeatable and sustainable revenue streams; (d) High barriers to entry; and (e) Synergistic with ONE’s current operating units.
To support the growth of its core bioengineering business the Company also acquired an internal financing arm ready, able and dedicated to fund and facilitate the growth of its core business. Research also suggests a strong opportunity beyond funding the Company’s core operations to also provide Purchase Order Financing to third-party clients that purchase products from ONE’s subsidiaries. In this arrangement, ONE’s internal financing arm can insert itself into the collection process, expediting cash flow and debt repayment for all parties ultimately driving ONE’s growth rate.
Results of Operations and Financial Condition
As a result of the reverse acquisition transaction with Green Planet BioEngineering, Ltd. (“GPB”), discussed elsewhere in this interim report, although legally GPB was acquired by ONE, for accounting and financial reporting purposes, GPB was considered the accounting acquirer and therefore ONE is considered to be a continuation of GPB. Our two other acquisitions that occurred during the current quarter, Trade Finance Solutions (“TFS”) and United Green Technology, Inc. (“UGTI”) were accounted for as purchases. Accordingly, the information reported in our interim consolidated financial statements and in the following discussion and analysis of our operating results for the three and nine months ending September 30, 2009 compared to the corresponding periods in 2008, include the operating results of GBP for the periods presented consolidated with the operating results of TFS and UGTI from their acquisition dates which are September 2, 2009 and September 27, 2009 respectively. Please refer to Note 8 in the notes to our interim consolidated financial statements and to the Forms 8K filed for each acquisition, for more detailed discussions of these transactions.
Three Months Ended September 30, 2008 versus September 30, 2007
Total Operating Revenues from Continuing Operations
The Company generated $4,157,806 of revenues from continuing operations for the three months ended September 30, 2009 as compared to $2,634,409 from continuing operations for the three months ended September 30, 2008, an increase of $1,523,397 or 57.8%. The increase in sales is due to a continued focus on driving customer value through all product lines. In addition, the company took advantage of a shift in the product and customer mix combined with a broader product portfolio which also contributed to the increase in sales. The Company continues to experience an increase in demand for its broad product portfolio which caters to a higher number of customers.
Management anticipated that revenues will be substantially higher in the following quarters as it includes the revenues from the Company’s recently completed acquisition of TFS and JLF, which had revenues of $2 million and $3.9 million respectively for the three months ending September 30, 2009. The revenues from these acquisitions are only included from the date of their respective acquisitions.
Cost of Sales from Continuing Operations
Cost of sales from continuing operations for the three months ended September 30, 2009 were $2,068,381 versus $1,044,896 for the same period a year earlier, for an increase of $1,023,485 or 98%. The increase is due to the higher net sales and broader product lines. We experienced some increases in raw material pricing which also contributed to the increase in the cost of goods sold. Furthermore, the Company has strong relationships with its vendors.
Gross Profits from Continuing Operations
Gross profits from continuing operations for the three months ended September 30, 2009 were $2,089,425 versus $1,589,513 for an increase of $499,912 or 31.5%. The increase is due to an overall increase in Company sales.
Total Operating Costs and Expenses from Continuing Operations
Total operating costs and expenses for the three months ended September 30, 2009 were $598,388 from continuing operations as compared to $371,376 from continuing operations for the three months ended September 30, 2008. This represented an increase of $227,012 or 61.1%. Operating expenses are comprised of general and administrative expenditures, research and development and sales and marketing. The increase in operating costs was primarily due to the Company’s focus on its acquisitions during the period of July through to September 2009. Costs associated with the company being public also increased operating expenses.
Operating Profits from Continuing Operations
Operating profits for the three months ended September 30, 2009 was $1,491,037 versus $1,218,137 for an increase of $272,900 or 22.4%. The increase is due to the higher sales experienced by the Company during the quarter.
Earnings Before Income Taxes and Non-controlling Interests
For the three months ended September 30, 2009, earnings before income taxes and non-controlling interest was $1,449,260 versus $1,186,652 for an increase of $262,608 or 22.1%. The increase is due to the higher sales experienced by the Company during the quarter.
Provisions for Income Taxes
For the three months ended September 30, 2009, provisions for income taxes were $396,033 versus $301,073 for the year earlier period for an increase of $94,960 or 31.5%. The increase is due to the increase in profits in certain jurisdiction that was not offset by the increase in costs that was in different tax jurisdictions.
Non-controlling Interest
For the three months ended September 30, 2009, non-controlling interest was $203,257 versus none the prior year period. The non-controlling was created by ONE acquiring less than 100% interest in GPB, TFS and JLF.
Net Income (Loss) from Continuing Operations
The Company reported net income from continuing operations of $849,970 for the three months ended September 30, 2009 versus $731,314 for the three months ended September 30, 2008. The increase in our loss is primarily attributable to the Company’s charges related to the purchase of the business. The decrease was attributable to the non-controlling interest in GPB, versus the fact that in the comparative period there was no non-controlling interest.
Nine Months Ended September 30, 2009 versus September 30, 2008
Operating Revenues from Continuing Operations
The Company generated $8,625,175 of revenues from continuing operations for the nine months ended September 30, 2009 as compared to $7,501,285 from continuing operations for the nine months ended September 30, 2008, an increase of $1,123,890 or 15.0%. The increase in sales is due to a continued focus on driving customer value through all product lines. In addition, the company took advantage of a shift in the product and customer mix combined with a broader product portfolio which also contributed to the increase in sales. The Company continues to experience an increase in demand for its broad product portfolio which caters to a higher number of customers.
Management anticipated that revenues will be substantially higher in the following quarters as it includes the revenues from the Company’s recently completed acquisition of TFS and JLF, which had revenues of $5 million and $12.9 million respectively for the nine months ending September 30, 2009. The revenues from these acquisitions are only included from the date of their respective acquisitions.
Cost of Sales from Continuing Operations
Cost of sales from continuing operations for the nine months ended September 30, 2009 were $3,909,654 versus $2,888,249 for the same period a year earlier, for an increase of $1,021,405 or 45.4%. The increase is due to the higher net sales and broader product lines. We experienced some increases in raw material pricing which also contributed to the increase in the cost of goods sold. Furthermore, the Company has strong relationships with its vendors.
Gross Profits from Continuing Operations
Gross profits from continuing operations for the nine months ended September 30, 2009 were $4,715,521 versus $4,613,036 for an increase of $102,485 or 2.2%. The increase is due to an overall increase in Company sales.
Operating Expenses from Continuing Operations
Operating expenses for the nine months ended September 30, 2009 were $1,242,795 as compared to $945,917 for the nine months ended September 30, 2008. This represented an increase of $296,879 or 31.4%. Operating expenses are comprised of general and administrative expenditures, research and development and sales and marketing. The increase in general and administrative expenditures of $327,868 is the primary cause of the increase in operating expenditures, which was due to the Company focus on its acquisitions during the period of July through to September 2009. Costs associated with the company being public also increased operating expenses.
Operating Profits from Continuing Operations
Operating profits for the nine months ended September 30, 2009 was $3,472,725 versus $3,667,119 for a decrease of $194,394 or 5.3%. The decrease is due to the Company investing resources towards the execution of its business plan which included the acquisitions of GPB, TFS and JLF and the costs associated in the Company being a publicly traded corporation.
Financing Expenditures
Financing expenses includes the interest expense on the Company’s various financial instruments. For the nine month period ended September 30, 2009 the financing expense from continuing operations were $53,575 versus $114,073 the year earlier period for a reduction of $60,498 or 53.0%. The reduction in financing expenses was due to the repayment of previous loans and establishment of new loan facilities at lower interest rates.
Earnings Before Income Taxes and Non-controlling Interests
For the nine months ended September 30, 2009, earnings before income taxes and non-controlling interest was $3,424,214 versus $3,604,803 for a reduction of $180,589 or 5.0%. The reduction is due to the Company investing resources towards the execution of its business plan which included the acquisitions of GPB, TFS and JLF and the costs associated in the Company being a publicly traded corporation.
Provisions for Income Taxes
For the nine months ended September 30, 2009, provisions for income taxes were $912,406 versus $902,094 for the year earlier period for an increase of $10,312 or 1.1%. The increase is due to the increase in profits in certain jurisdiction that was not offset by the increase in costs that was in different tax jurisdictions.
Non-controlling Interest
For the nine months ended September 30, 2009, non-controlling interest was $439,744 versus none the prior year period. The non-controlling was created by ONE acquiring less than 100% interest in GPB, TFS and JLF.
Net Income (Loss) from Continuing Operations
Operating income for the nine months ended September 30, 2009 were $2,072,065 from continuing operations as compared to $2,234,085 for the nine months ended September 30, 2008. The decrease was attributable to the non-controlling interest in GPB, versus the fact that in the comparative period there was no non-controlling interest.
Liquidity and Capital Resources
We had working capital of $13,316,891 at September 30, 2009. Our operating and capital requirements in connection with supporting our expanding operations and introducing new products have been and will continue to be significant to us. Although we are profitable for the nine months ended September 30, 2099 and the years ended December 31, 2008 and 2007, our growth strategy, which is initially focused on accretive acquisitions and organically expanding our product lines will require substantial capital which we may not be able to satisfy solely through our operations.
Based on our current plans for the next 12 months, we anticipate that additional revenues earned from our expanded product line and broadened distribution channels will be the primary organic source of funds for future operating activities in 2010. However, to fund continued expansion of our product line and extend our reach to broader markets, including international markets, and to acquire additional subsidiaries, we may rely on bank borrowing, if available, and the sale of securities.
During the nine months ended September 30, 2009, the Company funded its acquisition strategy through share exchanges and debt. It executed acquisitions at a total value of $32.4 million, which was paid for by the issuance of $40.4 million shares valued at $27.2 million along with $5.2 million in debt.
Financial Position
Total Assets - Our total assets increased $29,726,313 or 176.6% to $46,559,147 as of September 30, 2009 from $16,832,834 as of December 31, 2008 primarily as a result of assets acquired through our acquisitions.
Land Use Rights – Land use rights represent the license or lease to use available land in the PRC. The Company utilizes a portion of its land use rights for its China offices and production facilities and for the agricultural production of its basic raw materials. Land use rights increased $7,171,277 or 91.5% to $15,012,491 at September 30, 2009. The increase was the result of the Company placing $1.6 million of cash on deposit to secure more favorable rights. In addition, the Company acquired $5.5 million of additional land use rights through one of its acquisition.
Cash – The increase in cash is explained more fully by the following discussion of cash flows.
Cash Flows for the Nine Months September 30, 2009
Cash Flows from Operating Activities
Operating activities used net cash for the nine months ended September 30, 2009 of $155,925. Net cash used reflects adjusted net income for the period ended of approximately $2,390,722, as adjusted for various items which impact net income but do not impact cash during the period, such as depreciation, amortization and minority interest. Net cash used also reflects $2,546,647 of cash used to support net changes in working capital items, which included:
● | a $127,127 decrease in accounts receivable as a result of the normal timing of shipping activities and is not considered a significant fluctuation on a $10,608,627 accounts receivable balance ; |
● | a $44,329 increase in inventory costs due to the increase in raw materials and bulk materials for expanding production; |
● | a $756,485 increase in loans receivable: |
● | a $1,866,664 increase in prepaid expenses; |
● | a $52,062 decrease in accounts payable which is not considered a significant fluctuation, and |
● | a $45,766 increase in deferred revenue do to fluctuations in the timing of shipments. |
Cash Flows used in Investing Activities
Our investing activities used $2,242,225 in net cash during the nine months ended September 30, 2009. Net cash used is composed of a $1,614,828 in the purchase of additional land use rights to expand operations. We also invested an additional $458,797 in our proprietary process technology and potential products and we purchased $168,600 in additional equipment to expand our capacity.
Cash Flows from Financing Activities
Our financing activities provided net cash of $2,362,295 for the nine months ended September 30, 2009. We raised $1,020,600 through the sale of our common stock and borrowed an additional $1,781,532 to support our expanding operations. We also repurchased and cancelled $440,000 of our common stock.
Foreign Currency Translation
The Company’s operating entities, Sanming Huajian Bio-Engineering Co., Ltd. and Jianou Lujian Foodstuff, Co. maintain their financial records in the functional currency of the People’s Republic of China, which is the “Renminbi” (RMB), the currency of the primary economic environment in which the entities operate. For financial reporting purposes, the financial statements are prepared using the functional currency RMB, which have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates, revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.
Exchange Rates | 9/30/2009 | 9/30/2008 |
Fiscal period/year end RMB: US$ exchange rate | 6.82 | 6.84 |
Average period/yearly RMB: US$ exchange rate | 6.82 | 7.05 |
The RMB: US$ exchange rate as of December 31, 2008 was 6.85.
Significant Estimates
Critical accounting polices include the areas where we have made what we consider to be particularly subjective or complex judgments in making estimates and where these estimates can significantly impact our financial results under different assumptions and conditions.
We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates, judgments and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented. Actual results could be different than those estimates
Recent Accounting Pronouncements
In June 2009, FASB issued its final statement SFAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a Replacement of FASB Statement No. 162”. SFAS 168 made the FASB Accounting Standards Codification (the Codification) the single source of U.S. GAAP used by nongovernmental entities in the preparation of financial statements, except for rules and interpretive releases of the SEC under authority of federal securities laws, which are sources of authoritative accounting guidance for SEC registrants. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into roughly 90 accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The Codification supersedes all existing non-SEC accounting and reporting standards and was effective for the Company beginning July 1, 2009. Following SFAS 168, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates (ASU). The FASB will not consider ASUs as authoritative in their own right; these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification.
In August 2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall”. The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The amendments in this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability and also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance provided in this ASU is effective for the first reporting period, including interim periods, beginning after issuance. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations.
In September 2009, the FASB has published ASU No. 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this Update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial position and results of operations. The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.
In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.
In October 2009, the FASB has published ASU 2009-14, “Software (Topic 985)-Certain Revenue Arrangements that Include Software Elements” and changes the accounting model for revenue arrangements that include both tangible products and software elements. Under this guidance, tangible products containing software components and nonsoftware components that function together to deliver the tangible product’s essential functionality are excluded from the software revenue guidance in Subtopic 985-605, “Software-Revenue Recognition”. In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance. The guidance in this ASU is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.
Other ASUs not effective until after September 30, 2009, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.
Off-Balance Sheet Arrangements
Our financial statements include consolidated majority owned subsidiaries and consolidated VIE’s of which we are the primary beneficiary.
We do not have any other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Market Risks
The Company operates in the United States and other countries that have their own currency. This may cause the Company to experience and be exposed to different market risks such as changes in interest rates and currency deviations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable
Item 4. Controls and Procedures.
Disclosure Control and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934, or the “Exchange Act,” is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer as appropriate to allow timely decisions regarding disclosure.
The Company’s management with the participation of the Company’s Chief Executive Officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2009. Based upon this evaluation, the Company’s Chief Executive Officer concluded that the Company’s disclosure controls and procedures were effective and designed to ensure that material information required to be disclosed by the Company in the reports that if files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and regulations and accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate “internal control over financial reporting” as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
i. | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
ii. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
iii. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
As of December 31, 2008 and as reported in the 10-K filing, management used the framework set forth in the report entitled “Internal Control – Integrated Framework” published by the Committee of Sponsoring Organizations of the Tread way commission to evaluate the effectiveness of our internal control over financial reporting. Based on its evaluation, management concluded that at December 31, 2008 there was a material weakness in internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The Company’s material weakness in its internal control over financial reporting related to the monitoring and review of work performed in the preparation of audit and financial statements, footnotes, and financial data provided to the Company’s registered public accounting firm. Management concluded that our financial disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct. The lack of accounting staff results in a lack of segregation of duties necessary for an effective system of internal control. The material weakness identified did not result in the restatement of any previously reported financial statements for 2008 or any other related financial disclosure, nor does management believe that it had any effect on the accuracy of the Company’s financial statements for the current reporting period.
In order to mitigate this material weakness to the fullest extent possible, all quarterly and annual financial reports are reviewed by the Chief Executive Officer for reasonableness and all unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weakness, it is immediately implemented. The Company is seeking a permanent placement for the Chief Financial Officer position.
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Market for Common Equity and Related Stockholder Matters
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350
32.2 Certification pursuant to 18 U.S.C. Section 1350
(b) Reports on form 8-K
The Company filed the following report on Form 8-K during the quarter for which the report is filed.
1. Form 8-K filed on July 7, 2009 to announce a change in registrants certifying accountant.
2. Form 8-K filed on July 27, 2009 announcing acquisition of majority control (83%) of Green Planet Bioengineering Co. Ltd.
3. Form 8-K filed on August 13, 2009 announcing the appointment of Cris Neely as CFO and Director. Additionally the company disclosed the change in address and change in the stock symbol to ONEZ.
4. Form 8-K filed on August 27, 2009 announcing appointment of Michael Weingarten as Chairman.
5. Form 8-K filed on September 1, 2009 announcing appointment of Marius Silvasan as Vice Chairman, CEO and Director.
6. Form 8K filed on September 9, 2009 announcing acquisition of 99.75% of Trade Finance Solutions.
7. Form 8K filed on September 30, 2009 announcing acquisition of majority control (83%) of United Green Technology, Inc.
8. Form 8K/A filed on October 6, 2009 amending previous filing to include audited financials of Trade Finance Solutions.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 16th day of November, 2009.
| | ONE Bio, CORP. | |
| | | |
Date: December 18, 2009 | By: | /s/ Marius Silvasan | |
| | Marius Silvasan | |
| | Chief Executive Officer | |
| | | |
Date: December 18, 2009 | By: | /s/ Cris Neely | |
| | Cris Neely | |
| | Chief Financial Officer | |
38.