U. S. Securities and Exchange Commission
Washington, D. C. 20549
Commission File No. 000-52940
American Nano Silicon Technologies, Inc.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)
As of August 9, 2009, 26,578,767 shares of common stock, par value $.001 per share, were outstanding.
Item 1. Financial Statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
Forward Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain information relating to the Company that is based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to the Company or Company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein and in other filings made by the company with the Securities and Exchange Commission. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not intend to update these forward-looking statements.
Overview
American Nano Silicon Technologies, Inc. (“ANST” or “the Company”) was incorporated on September 6, 1996 under the laws of the State of California. On August 26, 2006, ANST acquired 95% interest of Nanchong Chunfei Nano-Silicon Technologies Co., Ltd. (“Nanchong Chunfei”), a company incorporated in the People’s Republic of China (the “PRC” or “China”) in August 2006. Nanchong Chunfei directly owns 90% of Sichuan Chunfei Refined Chemicals Co., Ltd. (“Chunfei Chemicals”), a Chinese corporation established under the laws of PRC on January 6, 2006. Chunfei Chemicals itself owns 92% of Sichuan Hedi Veterinary Medicines Co., Ltd. (“Hedi Medicines”), also a Chinese company incorporated under the laws of PRC on June 27, 2002.
The Company is primarily engaged in the business of manufacturing and distributing refined consumer chemical products through its subsidiary, Chunfei Chemicals, and veterinary drugs through another subsidiary, Hedi Medicines. Nanchong Chunfei’s business scope is: production and sale of Micro Nano Silicon products.
Our core product, Micro Nano Silicon, is an ultra fine crystal structured chemical that is used in the chemical industry as a substitute for phosphorus additives, as a reinforcing agent for the rubber industry, and for paint and cover agents for coatings in the paper-making industry. Presently, we focus only on the chemical industry. We believe Micro Nano Silicon is an effective non-phosphorus auxiliary cleaning agent and can compete with the most commonly used phosphorus-free auxiliary agent in synthetic detergents, 4A zeolite.
We believe 4A zeolite is inferior to Micro Nano Silicon at ion-exchange, and slow-acting at lower energy-saving wash temperatures. 4A zeolite is insoluble in water, liable to re-deposit dirt, and tends to dull the color of clothes after washing. We believe Micro Nano Silicon addresses all these deficiencies, because Micro Nano Silicon can effectively combine calcium and magnesium ions in water, softening the water in order to improve the washing effect and to prevent damage to clothes. As a result, Micro Nano Silicon actually reduces the amount of detergent required for washing a load of laundry. We base our statements regarding the efficacy of our products on the positive response we’ve received from domestic washing products companies, such as Chengdu Lanfeng Group, White Cat Group, and Libai Group, who have used our products.
RESULTS OF OPERATIONS
The three months ended June 30, 2009 compared to the three months ended June 30, 2008
Prior to June 2008, the Company was engaged in the business of manufacturing and distributing refined consumer chemical products and veterinary drugs through its subsidiaries. However, our research indicated that the market for non-phosphorus detergent additives offered a significant opportunity. Our research indicated that in China 4A zeolite is the industry standard for non-phosphorus detergent agents and the feedback from our customers indicated that��our product could challenge 4A zeolite for the leadership in the industry. For that reason, we developed a new Nano-Silicon production line, which was launched in July 2008. The new production line has a capacity to provide an annual output of 50,000 tons. Because this new production line has materially enhanced our production capacity, we expect that we are going to realize a considerable increase in net sales through fiscal year 2009.
Revenues
Due to this initiative, our revenues increased from $756,995 for the three months ended June 30, 2008 to $4,251,451 for the three months ended June 30, 2009. This represented an increase of $3,494,456 or 462% over revenue realized for the three months ended June 30, 2008. The year-to-year increase in revenue was the result of our sales from new core product, Micro Nano Silicon, and the new distribution method that was launched in June 2008. Our products are now distributed primarily by sales agents within our marketing region. The positive feedback and awareness of our products generated by these agents has resulted in higher sales compared to the results from our previous distribution channels. Going forward, if we are able to raise additional capital, we expect to add more sales force to market our products beyond our regional base of customers.
Cost of Goods Sold
Cost of goods sold, which consists of labor, overhead and product cost, was $3,297,727 for the quarter ended June 30, 2009, representing an increase of $2,626,891 or 392% as compared to $670,836 for the quarter ended June 30, 2008. This increase in cost of goods sold was primarily caused by the increased sales volume as a result of our concentration on the business of producing and selling Micro Nano Silicon. Once we commence full scale production, the cost of production will go higher as compared to the given level, although we hope to achieve economies of scale that will improve the profitability of our sales.
Gross Profit
We had a gross profit of $953,725 and a gross margin of 22% for the quarter ended June 30, 2009, as compared to gross profit of $86,159 and gross margin of 11% for the same period of 2008. The increase in our gross margin is largely due to our current production of Micro Nano Silicon, which can be produced more efficiently than the products we used to sell a year ago. Because we are still in need of sufficient experience in producing and marketing Micro Nano Silicon, we are unable to determine whether the 22% gross margin will be representative of future operations. However, our gross margin did not fluctuate from quarter to quarter, after we started production of Micro Nano Silicon in June 2008. For the previous quarter ended March 31, 2009, our gross margin was 22%.
Selling, General and Administrative Expenses
Our selling, general and administrative, or SG&A, expenses include expenses associated with salaries and other expenses related to research and administrative activities. In addition, we have incurred expenses through the use of consultants and other outsourced service providers to take advantage of specialized knowledge and capabilities that we required for short durations of time to avoid unnecessary hiring of full-time staff.
Our overall SG&A expenses were $78,049 or 2% of net sales for the quarter ended June 30, 2009 as compared to $104,150 or 14% of net sales for the quarter ended June 30, 2008. The application of operating expenses is obviously more efficient as compared to the same period of previous year, which is primarily due to our reformed distribution method. The new distribution method was launched in June 2008, and was implemented by using sales agents to represent our products and re-sell to third parties. The positive feedback and awareness of our products has resulted in higher sales compared to our previous distribution channels.
Net Income
In line with our increased revenue, our net income from continuing operations increased to $714,822 for the quarter ended June 30, 2009 as compared to a net loss of $29,767 for the quarter ended June 30, 2008. This is a result of the increased production and sales of our Micro Nano Silicon products. As our core product segment is gaining more market awareness, we expect to experience steady growing results of operations.
The nine months ended June 30, 2009 compared to the nine months ended June 30, 2008
Revenues
During the nine months ended June 30, 2009, we generated net sales of $11,191,916, as compared to net sales of $1,470,483 during the nine months ended June 30, 2008, representing an increase of $9,721,433 or 661%. The increase in revenue was also the result of our new distribution method that was launched in June 2008. Our products are now distributed primarily by sales agents within our marketing region. The positive feedback and awareness of our products generated by these agents has resulted in higher sales compared to the results from our previous distribution channels. Going forward, if we are able to raise additional capital, we expect to add more sales force to market our products beyond our regional base of customers.
Cost of Good Sold and Gross Profit
Cost of goods sold, which consists of labor, overhead and product costs, was $8,697,956 for the nine months ended June 30, 2009, compared to cost of goods sold of $1,281,955 for the nine months ended June 30, 2008, representing an increase of $7,416,001 or 578%. Our gross profit increased to $2,493,960 for the nine months ended June 30, 2009 from $188,528 for the same period of 2008, an increase of $2,305,432 or 1223%. Our gross profit margin increased to 22% from 13% for the same period of the previous year, as our current product of Micro Nano Silicon can be produced more efficiently than the products we sold a year ago.
Selling, General and Administrative Expenses
Operating expenses consist of selling and general and administrative expenses. Selling expense consists primarily of (a) salaries of sales personnel, (b) sales commissions, (c) travel, lodging and other out-of-pocket expenses, and (d) other related overhead. We expect our selling expenses to increase in the future as we further increase our sales. In the previous quarter, we raised the commission rate to sales staff from 3% to 5%, as the volume of sales of our Micro Nano Silicon slightly decreased compared to the first quarter of 2009. As a result, we plan to employ more sales staff and pay more commission based on growing sales. General and administrative expense consists primarily of (a) salaries of administrative and R& D personnel, (b) insurance fees, (c) lease payments for housing and property, (d) expenses related to being a public company and (e) other related expenses. We expect general and administrative expense to continue to increase. Being a publicly traded company, we will incur additional expenses related to costs of compliance with securities and other regulations.
Our overall selling, general and administrative expenses were $225,067 or 2% of net sales for the nine months ended June 30, 2009 as compared to $244,204 or 17% of net sales for the same period of 2008. The application of operating expenses is obviously more efficient as compared to the same period of the previous year, which is primarily due to our reformed distribution method. The new distribution method was launched in June 2008, and was implemented by using sales agents to represent our products and re-sell to third parties. The positive feedback and awareness of our products has resulted in higher sales compared to our previous distribution channels.
Net Income
We had a net income of $1,664,508for the nine months ended June 30, 2009, as compared to a net loss of $631,193 for the nine months ended June 30, 2008. This increase in net income was attributable to the significant increase in our overall sales volume. However the market for our product is not yet completely worked out. As this product is gaining more market awareness, we expect to experience steady growing results of operations.
Other Comprehensive Income (Loss)
Our business operates primarily in Chinese Renminbi (“RMB”), but we report our results in our SEC filings in U.S. Dollars. The conversion of our accounts from RMB to Dollars results in translation adjustments. While our net income is added to the retained earnings on our balance sheet; the translation adjustments are added to a line item on our balance sheet labeled “accumulated other comprehensive income,” since it is more reflective of changes in the relative values of U.S. and Chinese currencies than of the success of our business. During the nine month ended on June 30, 2009, the effect of converting our financial results to Dollars was to reduce our accumulated other comprehensive income by $26,970.
Liquidity and Capital Resources
| | | As of June 30, 2009 | | | As of September 30, 2008 | |
| Cash and cash equivalents | | $ | 23,314 | | | $ | 16,194 | |
| Accounts receivable, net | | $ | 1,129,071 | | | $ | 9,794 | |
| Working capital | | $ | 1,065,086 | | | $ | 103,916 | |
Cash and cash equivalents
Our cash and cash equivalents are held for working capital purposes. As of June 30, 2009, cash and cash equivalents were $23,314 as compared to $16,194 as of September 30, 2008. Although we generated positive inflow from our operating activities for $1,172,447, our cash used in investing activities $1,143,552 was offset against most of the cash generated from operating activities. So our available working capital is still limited.
Accounts receivable
The accounts receivable for the nine months ended June 30, 2009 were $1,129,071, representing an increase of $1,119,277 from that of the year ended September 30, 2008. Our accounts receivable balance fluctuates from period to period, which affects cash flow from operating activities. The fluctuations vary depending on the timing of our shipping and billing activity and cash collections. Accounts receivable turnover in days were 80 days for the nine months ended June 30, 2009 as compared to 10 days for the corresponding period of the prior year. We established a credit policy of 90 days in 2009 to qualified customers. As of June 30, 2009, there was no overdue account receivable.
Chengdu Lanfeng Group and Chongqing Shangshe Chemical Co., Ltd respectively account for $232,407 and $704,720, and they joinly account for 83% of our overall accounts receviable. The increasing account receviable level made our cash flow less predictable and we are also facing the greator risk of default or delay payment from certain major customer than the case if our accounts receivable were dispersed fairly.
Working capital
Our working capital totaled $1,,065,086 as of June 30, 2009, an increase of $916,170 or 925% compared to $103,916 as of September 30, 2008. Included in the working capital, however, was $1,129,071 in accounts receivable, almost all of which are owed by the two customers who were the source of 83% of our revenue.
Despite the net income of $1,717,387 that we realized during the nine months ended June 30, 2009, our cash and cash equivalent level in that period increased by only $7,120. This disparity occurred primarily because of the amount of cash, $1,143,552 we used in our investing activities over the three quarters ended June 30, 2009. In the nine months ended June 30, 2009, we spent additional $843,647 on our production equipments and put additional $299,905 in our construction in process. Until the formal consummation of our new production line with an annual output of 50,000 tons, we expect to incurred the expenses in construction going forward.
Cash flows from operating activities.
Net cash provided by operating activities totaled $1,172,447 for the nine months ended June 30, 2009, as compared to a net cash use of $195,502 for the corresponding period of the prior year. The increase was mainly attributable to a surge of net income.
Cash flows from investing activities.
Net cash used in investing activities - i.e. construction of our facilities - for the nine months ended June 30, 2009 totaled $843,647, an increase of $628,954 compared with $214,693 used in corresponding period of the prior year.
Cash flows from financing activities.
Net cash used in financing activities for the nine months ended June 30, 2009 totaled $21,683, as the payment we made about $30,913 for our long term loans, coupled with proceeds we realized from our related parties’ loan. In the corresponding period of the prior year, our financing activities increased our cash, as we incurred additional debt.
We have no significant debt repayment obligations prior to 2011. In that year we are required to settle a loan due to Nanchong City Bureau of Finance in the amount of $585,592 and various non-interest-bearing loans from unrelated parties in the aggregate principal amount of $2,010,970. We expect that our operations during the next two years will yield sufficient cash flow to enable us to satisfy these debts in 2011, if favorable terms for refinancing the debts are not available at that time.
On May 11, 2009, 20,000 shares of restricted common stock were issued as partial compensation to one director for certain consulting services provided to the Company, recorded at the fair value of $0.96 on the date of grant. As of June 30, 2009, there were 26,578,767 shares of common stock issued and outstanding.
The Company’s capital resources and cash flow are adequate to sustain operations as currently constituted. However, the Company expects to incur substantial additional costs, including costs related to ongoing research and development activities. The Company's future cash requirements will depend on many factors, including continued scientific progress in our research and development programs, the time and costs involved in obtaining regulatory approvals, the costs involved in filing, prosecuting and enforcing patents, competing technological and market development and the cost of product commercialization. We will require external financing to sustain our operations, perhaps for a significant period of time. We intend to seek additional funding through grants and through public or private financing transactions. At the present time, however, we have no commitment for financing from any source.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
Risk Factors that May Affect Future Results
You should carefully consider the risks described below before buying our common stock. If any of the risks described below actually occurs, that event could cause the trading price of our common stock to decline, and you could lose all or part of your investment.
We need additional capital
We require substantial additional financing to implement our business plan and to cover unanticipated expenses. The timing and amount of any such capital requirements cannot be predicted at this time. There can be no assurance that any such financing will be available on acceptable terms, or at all. If financing is not available on satisfactory terms or at all, we may be unable to expand at the rate desired or we may be required to significantly curtail or cease our business activities. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our shareholders will be reduced and such securities may have rights, preferences and privileges senior to those of the common stock. If capital is raised through a debt financing, we would likely become subject to restrictive covenants relating to our operations and finances.
We face significant competition and may not be able to successfully compete
Our current and future competitors are likely to have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, more developed infrastructures, greater brand recognition, and more established relationships in the industry than we have, each of which may allow them to gain greater market share. As a result, our competitors may be able to develop and expand their offerings more rapidly, adapt to new or emerging technologies and changes more quickly, take advantage of acquisitions and other opportunities more readily, achieve greater economies of scale and devote greater resources to the marketing and sale of their technology and products than we can. There can be no assurance that we will successfully differentiate our current and proposed technology and products from the technologies and products of our competitors, that the marketplace will consider our technology and products to be superior to competing technologies and products, or that we will be able to compete successfully with our competitors.
Our ability to protect our patents and other proprietary rights is uncertain, exposing us to the possible loss of competitive advantage
Our intellectual property rights are important to our business. Currently, there are limited safeguards in place to protect our intellectual property rights, and the protective steps we intend to take may be inadequate to deter misappropriation of those rights. We have filed and intend to continue to file patent applications. If a particular patent is not granted, the value of the invention described in the patent would be diminished. Further, even if these patents are granted, they may be difficult to enforce.
China's system of laws is not yet comprehensive. The legal and judicial systems in China are still rudimentary, and enforcement of existing laws is inconsistent. Many judges in China lack the depth of legal training and experience that would be expected of a judge in a more developed country. Because the Chinese judiciary is relatively inexperienced in enforcing the laws that do exist, anticipation of judicial decision-making is more uncertain than would be expected in a more developed country. It may be impossible to obtain swift and equitable enforcement of laws that do exist, or to obtain enforcement of the judgment of one court by a court of another jurisdiction. China's legal system is based on written statutes; a decision by one judge does not set a legal precedent that is required to be followed by judges in other cases. In addition, the interpretation of Chinese laws may be varied to reflect domestic political changes.
All of these factors may render us unable to protect our intellectual property rights. If we are unable to do so, we may lose our competitive advantage, with an attendant decline in our profitability.
We depend on key personnel and attracting qualified management personnel
Our success depends to a significant degree upon the management skills of Pu Fachun, our President. The loss of his services would have a material adverse effect on our company. We do not maintain key person life insurance for any of our officers or employees. Our success also depends upon our ability to attract and retain qualified marketing and sales executives and other personnel. We compete for qualified personnel against numerous companies, including larger, more established companies with significantly greater financial resources. There can be no assurance that we will be successful in attracting or retaining such personnel, and the failure to do so could have a material adverse effect on our business.
We may have difficulty establishing adequate management and financial controls in China.
The People's Republic of China has only recently begun to adopt the management and financial reporting concepts and practices that investors in the United States are familiar with. We may have difficulty in hiring and retaining employees in China who have the experience necessary to implement the kind of management and financial controls that are expected of a United States public company. If we cannot establish such controls, we may experience difficulty in collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet U.S. standards.
Government regulation may hinder our ability to function efficiently.
The national, provincial and local governments in the People’s Republic of China are highly bureaucratized. The day-to-day operations of our business will require frequent interaction with representatives of the Chinese government institutions. The effort to obtain the registrations, licenses and permits necessary to carry out our business activities can be daunting. Significant delays can result from the need to obtain governmental approval of our activities. These delays can have an adverse effect on the profitability of our operations. In addition, compliance with regulatory requirements applicable to chemical manufacturing and marketing may increase the cost of our operations, which would adversely affect our profitability.
Capital outflow policies in China may hamper our ability to pay dividends to shareholders in the United States.
The People’s Republic of China has adopted currency and capital transfer regulations. These regulations require that we comply with complex regulations for the movement of capital. Although Chinese governmental policies were introduced in 1996 to allow the convertibility of RMB into foreign currency for current account items, conversion of RMB into foreign currency for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration of Foreign Exchange. We may be unable to obtain all of the required conversion approvals for our operations, and Chinese regulatory authorities may impose greater restrictions on the convertibility of the RMB in the future. Because most of our future revenues will be in RMB, any inability to obtain the requisite approvals or any future restrictions on currency exchanges will limit our ability to pay dividends to our shareholders.
We have limited business insurance coverage.
The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products, and do not, to our knowledge, offer business liability insurance. As a result, we do not have any business liability insurance coverage for our operations. Moreover, while business disruption insurance is available, we have determined that the risks of disruption and cost of the insurance are such that we do not require it at this time. Any business disruption, litigation or natural disaster might result in substantial costs and diversion of resources.
American Nano Silicon Technologies, Inc. is not likely to hold annual shareholder meetings in the next few years.
Management does not expect to hold annual meetings of shareholders in the next few years, due to the expense involved. The current members of the Board of Directors were appointed to that position by the previous directors. If other directors are added to the Board in the future, it is likely that the current directors will appoint them. As a result, the shareholders of the Company will have no effective means of exercising control over the operations of the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. EVALUATION OF CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of June 30, 2009, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period.
(b) Changes in Internal Controls
The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed 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. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this quarterly report, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company?痵 internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The company is not party to any material legal proceeding.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Unregistered sales of equity securities
In May 2009, the Company issued 20,000 shares of common stock to a member of its Board of Directors. The shares were issued in consideration of services, and were valued at $.96 per share, the market value on the date of grant. The issuance was exempt from registration pursuant to section 4(2) of the Securities Act, as the director was investing for his own account and had access to information abou the Company.
(e) Purchases of equity securities
The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the 3rd quarter of fiscal 2009.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| 31 | Rule 13a-14(a) Certification |
| 32 | Rule 13a-14(b) Certification |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
