Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2014 |
Basis of presentation [Policy Text Block] | ' |
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Basis of presentation |
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The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The financial statements include the accounts of all directly, indirectly owned subsidiaries and variable interest entities listed below. All material intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary to give a fair presentation have been included. Interim results are not necessarily indicative of results of a full year. The information in this Form 10-Q should be read in conjunction with information included in the 2014 annual report in the Form 10-K filed with the SEC on September 23, 2014. |
Principles of consolidation [Policy Text Block] | ' |
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Principles of consolidation |
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The unaudited consolidated financial statements reflect the activities of the following subsidiaries and VIEs. All material intercompany transactions have been eliminated. |
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| | | | Ownership | | |
Subsidiaries and VIEs | | Place incorporated | | percentage | | |
BVI-ACM | | British Virgin Island | | 100% | | |
China-ACMH | | Beijing, China | | 100% | | |
Xin Ao | | Beijing, China | | VIE | | |
Heng Yuan Zheng Ke | | Beijing, China | | VIE | | |
Hong Sheng An | | Beijing, China | | VIE | | |
Heng Tai | | Beijing, China | | VIE | | |
Da Tong | | Datong, China | | VIE | | |
Heng Xin | | Luanxian, China | | VIE | | |
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VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. |
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Management makes ongoing assessments of whether China ACM is the primary beneficiary of Xin Ao and its subsidiaries. Based upon a series of contractual arrangements, the Company determined that Xin Ao and its subsidiaries are VIEs subject to consolidation and that China ACM is the primary beneficiary. Accordingly, the accounts of Xin Ao and its subsidiaries are consolidated with those of China ACM. |
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The carrying amount of the VIEs’ assets and liabilities are as follows: |
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| | September 30, | | | June 30, | |
| | 2014 | | | 2014 | |
Current assets | $ | 125,210,402 | | $ | 136,681,518 | |
Property, plant and equipment | | 11,616,192 | | | 12,874,414 | |
Other noncurrent assets | | 487,500 | | | 487,500 | |
Total assets | | 137,314,094 | | | 150,043,432 | |
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Liabilities | | (96,630,949 | ) | | (111,066,630 | ) |
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Intercompany payables* | | (8,581,948 | ) | | (7,397,342 | ) |
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Total liabilities | | (105,212,897 | ) | | (118,463,972 | ) |
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Net assets | $ | 32,101,197 | | $ | 31,579,460 | |
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* Payables to China - ACMH and BVI-ACM are eliminated upon consolidation. |
Use of estimates and assumptions [Policy Text Block] | ' |
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Use of estimates and assumptions |
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The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The significant estimates and assumptions made in the preparation of the Company’s consolidated financial statements include deferred income taxes, allowance for doubtful accounts, allowance for inventory valuation, the fair value and useful lives of property, plant and equipment. Actual results could be materially different from those estimates, upon which the carrying values were based. |
Foreign currency translation [Policy Text Block] | ' |
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Foreign currency translation |
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The reporting currency of the Company is the U.S. dollar. The functional currency of China ACM and BVI-ACM is the U.S. dollar. China-ACMH and its VIEs use their local currency Chinese Renminbi (“RMB”) as their functional currency. In accordance with the US GAAP guidance on Foreign Currency Translation, the Company’s results of operations and cash flows are translated at the average exchange rates during the period, assets and liabilities are translated at the exchange rates at the balance sheet dates, and equity is translated at historical exchange rates. As a result, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. |
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Asset and liability accounts at September 30, 2014 and June 30, 2014, were translated at RMB6.15 to $1.00. The average translation rates applied to the consolidated statements of operations and comprehensive income (loss) and cash flows for the three months ended September 30, 2014 and 2013 were RMB6.16 and RMB6.17 to $1.00, respectively. |
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Translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income. |
Revenue recognition [Policy Text Block] | ' |
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Revenue recognition |
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Revenue is realized or realizable and earned when four criteria are met: |
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• Persuasive evidence of an arrangement exists (the Company considers its sales contracts and technical service agreements to be pervasive evidence of an arrangement); |
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• Delivery has occurred or services have been rendered; |
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• The seller’s price to the buyer is fixed or determinable; and |
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• Collectability of payment is reasonably assured. |
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The Company sells its concrete products and provides concrete technical services primarily to major local construction companies. Sales agreements are signed with each customer. The agreements list all terms and conditions with the exception of delivery date and quantity, which are evidenced separately in purchase orders. The purchase price of products is fixed in the agreement and customers are not permitted to renegotiate after the contracts have been signed. The agreements include a cancellation clause if the Company or customers breach the contract terms specified in the agreement. |
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The Company recognizes revenue when title and ownership of the goods are transferred upon shipment to the customer or services are provided by the Company. |
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Revenue represents the invoiced value of goods, net of a value added tax (“VAT”). All of the Company’s concrete products that are sold in the PRC are subject to a Chinese VAT at the rate of 6% of the gross sales price. On July 1, 2014, the standard VAT rate for concrete products decreased to 3% of the gross sales price. Since the Company uses recycled raw materials to manufacture its products, the State Administration of Taxation has granted the Company a VAT exemption through June 2015. |
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The Company includes the shipping and handling fee in both revenue and cost of revenue. |
Financial instruments [Policy Text Block] | ' |
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Financial instruments |
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The US GAAP accounting standards regarding fair value of financial instruments and related fair value measurements define fair value, establish a three-level valuation hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
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The three levels of inputs are defined as follows: |
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Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
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Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
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Level 3 inputs to the valuation methodology are unobservable. |
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Cash, restricted cash, investments, accounts receivable, other assets, short term loans, accounts payable, and accrued expenses and current capital lease obligations qualify as financial instruments, and their carrying amounts are reported in the unaudited condensed consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. |
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The fair value of long-term capital lease obligations approximate their fair value as interest rates approximate the market rate. The Company’s advances on equipment purchases were recorded at fair value on a nonrecurring basis and assessed for impairment for the advances on equipment purchases using Level 3 inputs. The Level 3 inputs used were management’s projected cash flows. |
Stock-based compensation [Policy Text Block] | ' |
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Stock-based compensation |
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The Company records stock-based compensation expense at fair value on the grant date and recognize the expense over the employee's requisite service period. Unrecognized expense is deferred and included in the unaudited condensed consolidated balance sheets, and amortized over the remaining requisite service period. The Company’s expected volatility assumption is based on the historical volatility of Company’s stock or the expected volatility of similar entities. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the Company’s current and expected dividend policy. |
Cash and cash equivalents [Policy Text Block] | ' |
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Cash and cash equivalents |
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The Company considers all highly liquid investments with the original maturity of three months or less at the date of purchase to be cash equivalents. The Company currently maintains substantially all of its day-to-day operating cash balances with major financial institutions within PRC and US. As of September 30, 2014 and June 30, 2014, the Company had deposits in excess of federally insured limits totaling approximately $3.7 million and $15.3 million, respectively. |
Restricted cash [Policy Text Block] | ' |
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Restricted cash |
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As of September 30, 2014 and June 30, 2014, restricted cash consists of collateral totaling $9.3 million and $13.4 million, respectively, representing cash deposits for short term loans, bank guarantees and notes payable. |
Accounts receivable [Policy Text Block] | ' |
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Accounts receivable |
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During the normal course of business, the Company extends unsecured credit to its customers. Accounts are considered past due after 30 days. In establishing the required allowance for doubtful accounts, management considers the historical experience, the economy, trends in the construction industry, the expected collectability of the amount receivable that is past due and the expected collectability of the overdue receivable. Management reviews its accounts receivable each reporting period to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is recorded when collection of the full amount is no longer probable. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovering is considered remote. There were no write offs of account balances against the allowance for the three months ended September 30, 2014 and 2013. |
Other receivables [Policy Text Block] | ' |
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Other receivables |
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Other receivables primarily include advances to employees, due from unrelated entities, receivables from an insurance company, VAT tax refunds and other deposits. Management regularly reviews the aging of receivables and changes in payment trends and records allowance when management believes collection of amounts due are at risk. Accounts considered uncollectible are written off after exhaustive efforts at collection are made. The allowance for other receivables was approximately $3.3 million and $2.8 million at September 30, 2014 and June 30, 2014, respectively. |
Inventories [Policy Text Block] | ' |
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Inventories |
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Inventories consist of raw materials and are stated at the lower of cost or market, as determined using the weighted average cost method. Management compares the cost of inventories with the market value and an allowance is made for writing down the inventory to its market value, if lower than cost. As of September 30, 2014 and June 30, 2014, the Company determined that no reserves for obsolescence were necessary. |
Short term investments [Policy Text Block] | ' |
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Short term investments |
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The Company has two investment agreements of up to RMB200 million ($32.4 million) with a financial investment company, entered during May 2013 and October 2013, respectively, for maximum periods from eighteen months to two years. The Company can redeem the investment at any time within the agreed period upon 30 -day notice. The financial investment company invests the Company’s funds in certain financial instruments including bonds, mortgage trust or mutual funds. The rates of return on these investments were guaranteed to be no less than 7% per annum, and investments over RMB100 million to be no less than 10%. The Company’s investment is not subject to market fluctuation; therefore, the Company did not experience gain or loss on its investment. However, the Company’s funds deposited with the financial investment company are not insured. |
Prepayments and advances, and advances on equipment purchases, net [Policy Text Block] | ' |
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Prepayments and advances, and advances on equipment purchases, net |
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The Company advances monies to certain suppliers for raw materials, plant and equipment, and factory rent. These advances are interest free and unsecured. For each of the three months ended September 30, 2014 and 2013, the Company recorded a bad debt allowance for advances on equipment purchases for approximately $0.3 million. |
Property, plant and equipment [Policy Text Block] | ' |
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Property, plant and equipment |
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Property, plant and equipment are stated at cost. Expenditures for maintenance and repairs are charged to operations as incurred while additions, renewals and improvements are capitalized. Depreciation is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method with 5% residual value. Leasehold improvements are amortized over the lesser of estimated useful lives or lease terms, as appropriate. |
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The estimated useful lives of assets are as follows: |
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| Useful life | | | | | |
Transportation equipment | 7 - 10 years | | | | | |
Plant and machinery | 10 years | | | | | |
Office equipment | 5 years | | | | | |
Buildings and improvements | 3 - 20 years | | | | | |
Accounting for long-lived assets [Policy Text Block] | ' |
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Accounting for long-lived assets |
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The Company classifies its long-lived assets into: (i) machinery and equipment; (ii) transportation equipment, (iii) office and equipment; and (iv) buildings and improvements. |
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Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
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The Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The Company uses set criteria that are reviewed and approved by various levels of management, and estimates the fair value of the asset or asset group by using discounted cash flow analyses. If these estimates or their related assumptions change in the future, it is required to record impairment charges for the underlying assets at such time. Any such resulting impairment charges could be material to our results of operations. |
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If the value of an asset is determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value, less disposition costs. There was no impairment charge for three months ended September 30, 2014 and 2013. |
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Competitive pricing pressure and changes in interest rates could materially and adversely affect our estimates of future net cash flows to be generated by the long-lived assets, and thus could result in future impairment losses. |
Income taxes [Policy Text Block] | ' |
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Income taxes |
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The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires the Company to use the assets and liability method of accounting for income taxes. Under the assets and liability method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carry forward. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized. |
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ASC 740-10, Accounting for Uncertainty in Income Taxes, defines uncertainty in income taxes and the evaluation of a tax position as a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. |
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Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. |
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United States federal, state and local income tax returns prior to 2011 are not subject to examination by any applicable tax authorities. |
Value Added Tax [Policy Text Block] | ' |
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Value Added Tax |
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Enterprises or individuals, who sell commodities, engage in repair and maintenance, or import and export goods in the PRC are subject to a value added tax. The standard VAT rate is 6% of gross sales for the Company’s industry. A credit is available whereby VAT paid on the purchases of raw materials used in the production of the Company’s finished products can be used to offset the VAT due on sales of finished products. Since the Company uses recycled raw materials to manufacture its products, the State Administration of Taxation has granted the Company a VAT exemption through June 2015. |
Research and development, advertising and repair and maintenance [Policy Text Block] | ' |
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Research and development, advertising and repair and maintenance |
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Research and development, advertising and repair and maintenance costs are expensed as incurred. The cost of materials and equipment that are acquired or constructed for research and development activities, and have alternative future uses, either in research and development, marketing, or sales, are classified as property and equipment, and depreciated over their estimated useful lives. Research and development costs for the three months ended September 30, 2014 and 2013 were approximately $0.5 million and $0.2 million, respectively. Advertising costs for the three months ended September 30, 2014 and 2013 were approximately $51,000 and $3,000, respectively. Repair and maintenance costs for the three months ended September 30, 2014 and 2013 were approximately $0.1 million and $0.03 million, respectively. |
Earnings (loss) per share [Policy Text Block] | ' |
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Earnings (loss) per share |
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The Company reports earnings (loss) per share in accordance with the US GAAP, which requires presentation of basic and diluted earnings (loss) per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share excludes dilution and is computed by dividing income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts, such as warrants, options, restricted stock based grants and convertible preferred stock, to issue common stock were exercised and converted into common stock. Common stock equivalents having an anti-dilutive effect on earnings per share are excluded from the calculation of diluted earnings per share. Diluted loss per share is the same as basic loss per share since the addition of any contingently issuable shares would be anti-dilutive. |
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ASC 260-10-55 requires that stock dividends or stock splits be accounted for retroactively if the stock dividends or stock splits occur during the period, or retroactively if the stock dividends or stock splits occur after the end of the period but before the release of the financial statements, by considering it outstanding of the entirety of each period presented. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. |
Comprehensive income [Policy Text Block] | ' |
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Comprehensive income |
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Comprehensive income consists of net income and foreign currency translation adjustments. |
Reclassifications [Policy Text Block] | ' |
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Reclassifications |
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Certain amounts from prior period have been reclassified to conform to the current period’s presentation. The reclassification did not have any impact on the consolidated statements of operations and comprehensive loss. |
Recently issued accounting pronouncements [Policy Text Block] | ' |
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Recent Accounting Pronouncements |
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In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation: Topic 718. This amendment requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company does not expect the adoption of this guidance will have a significant impact on the Company’s consolidated financial statements. |
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In August 2014, FASB issued ASU No. 2014-15, Preparation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements-Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Accounting Standards Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not expect the adoption of ASU 2014-15 to have material impact on the Company’s consolidated financial statement. |