UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended April 30, 2010.
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _______________
Commission File Number 000-53547
TRADEON, INC.
(Exact name of registrant as specified in its charter)
Nevada | 26-1548693 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Jiangsu Wujin Lijia Industrial Park, Lijia Town,
Wujin Changzhou City, Jiangsu Province, 213176
People's Republic of China
(Address of principal executive offices)
(86)519-8623-8298
(Registrant's telephone number, including area code)
__________________________________________________
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
| |
Non-accelerated filer [ ] | Smaller reporting company [X] |
(Do not check if a smaller reporting company) | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X [ ] No [ ]
There were 6,794,880 shares of common stock $0.0001 par value per share, outstanding on June 14, 2010.
TABLE OF CONTENTS
&nbs p; | Page |
PART I. Financial Information: | 1 |
Item 1. Financial Statements | 1 |
Balance Sheets | 1 |
Statement of Operations | 2 |
Statement of Changes in Stockholder’s Equity | 3 |
Statement of Cash Flows | 4 |
Notes to Financial Statements April 30, 2010 | 5 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 6 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 9 |
Item 4/4T. Controls and Procedures | 9 |
PART II. Other Information: | 10 |
Item 1. Legal Proceedings | 10 |
Item 1A. Risk Factors | 10 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
Item 3. Defaults Upon Senior Securities | 10 |
Item 4. Submission of Matters to a Vote of Security Holders | 10 |
Item 5. Other Information | 10 |
Item 6. Exhibits | 10 |
Signatures | 11 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TradeOn, Inc. |
(A DEVELOPMENT STAGE COMPANY) |
BALANCE SHEETS |
April 30, 2010 |
| | April 30, | | | October 31, | |
| | 2010 | | | 2009 | |
| | (Unaudited) | | | (Audited) | |
ASSETS | | | | | | |
| | | | | | |
Current Assets: | | | | | | |
Cash in bank | $ | 9,795 | | $ | 37,341 | |
| | | | | | |
Total current assets | | 9,795 | | | 37,341 | |
| | | | | | |
Total Assets | $ | 9,795 | | $ | 37,341 | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | |
| | | | | | |
Current Liabilities: | | | | | | |
Accounts payable and accrued liabilities | $ | 2,293 | | $ | 540 | |
| | | | | | |
Total current liabilities | | 2,293 | | | 540 | |
| | | | | | |
Stockholders' Equity | | | | | | |
Preferred stock, par value $0.0001per share, 50,000,000 shares authorized, none outstanding | | - | | | - | |
Common stock, par value $0.0001 per share, 100,000,000 shares authorized; 6,794,880 shares issued and outstanding | | 679 | | | 679 | |
Additional paid-in capital | | 70,111 | | | 70,111 | |
(Deficit) accumulated during the development stage | | (63,288 | ) | | (33,989 | ) |
| | | | | | |
Total stockholders' equity | | 7,502 | | | 36,801 | |
| | | | | | |
Total Liabilities and Stockholders' Equity | $ | 9,795 | | $ | 37,341 | |
The Accompanying Notes Are an Integral Part of these Financial Statements
1
TradeOn, Inc. |
(A DEVELOPMENT STAGE COMPANY) |
STATEMENTS OF OPERATIONS |
(unaudited) |
| | | | | | | | | | | | | | December 7, 2007 | |
| | Three Months Ended | | | Three Months Ended | | | Six Months Ended | | | Six Months Ended | | | (Inception) to | |
| | April 30, | | | April 30, | | | April 30, | | | April 30, | | | April 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | | | 2010 | |
Revenues | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
Expenses: | | | | | | | | | | | | | | | |
Organization costs | | - | | | - | | | - | | | - | | | 918 | |
Filing fees | | 80 | | | 40 | | | 564 | | | 1,281 | | | 2,092 | |
Professional fees | | 3,900 | | | 16,145 | | | 28,392 | | | 20,645 | | | 59,263 | |
Bank service charges | | 60 | | | 101 | | | 343 | | | 315 | | | 1,016 | |
Total general and administrative expenses | | 4,040 | | | 16,286 | | | 29,299 | | | 22,241 | | | 63,288 | |
(Loss) from Operations | | (4,040 | ) | | (16,286 | ) | | (29,299 | ) | | (22,241 | ) | | (63,288 | ) |
Other Income (Expense) | | - | | | - | | | - | | | - | | | - | |
Income before Income Taxes | | (4,040 | ) | | (16,286 | ) | | (29,299 | ) | | (22,241 | ) | | (63,288 | ) |
Provision for Income Taxes | | - | | | - | | | - | | | - | | | - | |
Net (Loss) | $ | (4,040 | ) | $ | (16,286 | ) | $ | (29,299 | ) | $ | (22,241 | ) | $ | (63,288 | ) |
(Loss) Per Common Share: | | | | | | | | | | | | | | | |
(Loss) per common share - Basic and Diluted | $ | - | | $ | - | | $ | - | | $ | - | | | | |
Weighted Average Number of Common Shares | | | | | | | | | | | | | | | |
Outstanding - Basic and Diluted | | 6,794,880 | | | 6,794,880 | | | 6,794,880 | | | 6,794,880 | | | | |
The Accompanying Notes Are an Integral Part of these Financial Statements
2
TradeOn, Inc. |
(A DEVELOPMENT STAGE COMPANY) |
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY |
FOR THE PERIOD FROM INCEPTION (December 7, 2007) |
THROUGH APRIL 31, 2010 |
(unaudited) |
| | | | | | | | | | | (Deficit) | | | | |
| | | | | | | | | | | Accumulated | | | | |
| | | | | | | | Additional | | | During the | | | | |
| | Common stock | | | Paid-in | | | Development | | | | |
| | Shares | | | Amount | | | Capital | | | Stage | | | Totals | |
| | | | | | | | | | | | | | | |
Balance at inception | | - | | $ | - | | $ | - | | $ | - | | $ | - | |
Common stock issued for cash | | 4,000,000 | | | 400 | | | 518 | | | - | | | 918 | |
Common stock issued for cash | | 2,794,880 | | | 279 | | | 69,593 | | | - | | | 69,872 | |
Net (loss) for the year | | - | | | - | | | - | | | (6,944 | ) | | (6,944 | ) |
Balance - October 31, 2008 | | 6,794,880 | | $ | 679 | | $ | 70,111 | | $ | (6,944 | ) | $ | 63,847 | |
Net (loss) for the period | | - | | | - | | | - | | | (27,046 | ) | | (27,046 | ) |
Balance - October 31, 2009 | | 6,794,880 | | $ | 679 | | $ | 70,111 | | $ | (33,989 | ) | $ | 36,801 | |
Net (loss) for the period | | - | | | - | | | - | | | (29,299 | ) | | (29,299 | ) |
Balance - April 30, 2010 | | 6,794,880 | | $ | 679 | | $ | 70,111 | | $ | (63,288 | ) | $ | 7,502 | |
The Accompanying Notes Are an Integral Part of these Financial Statements
3
TradeOn, Inc. |
(A DEVELOPMENT STAGE COMPANY) |
STATEMENTS OF CASH FLOWS |
(unaudited) |
| | | | | | | | December 7, 2007 | |
| | Six Months Ended | | | Six Months Ended | | | (Inception) to | |
| | April 30, | | | April 30, | | | April 30, | |
| | 2010 | | | 2009 | | | 2010 | |
Operating Activities: | | | | | | | | | |
Net (loss) | $ | (29,299 | ) | $ | (22,241 | ) | $ | (63,288 | ) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | |
| | |
| | |
| |
Changes in net assets and liabilities- | | | | | | | | | |
Prepaid expenses | | - | | | (500 | ) | | - | |
Accounts payable and accrued liabilities | | 1,753 | | | 920 | | | 2,293 | |
| | | | | | | | | |
Net Cash Used in Operating Activities | | (27,546 | ) | | (21,821 | ) | | (60,996 | ) |
| | | | | | | | | |
Investing Activities: | | | | | | | | | |
| | | | | | | | | |
Net Cash Used in Investing Activities | | - | | | - | | | - | |
| | | | | | | | | |
Financing Activities: | | | | | | | | | |
Issuance of common stock | | - | | | - | | | 70,791 | |
| | | | | | | | | |
Net Cash Provided by Financing Activities | | - | | | - | | | 70,791 | |
| | | | | | | | | |
Net (Decrease) Increase in Cash | | (27,546 | ) | | (21,821 | ) | | 9,795 | |
| | | | | | | | | |
Cash - Beginning of Period | | 37,341 | | | 63,847 | | | - | |
| | | | | | | | | |
Cash - End of Period | $ | 9,795 | | $ | 42,026 | | $ | 9,795 | |
| | | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | | |
Cash paid during the period for: | | | | | | | | | |
Interest | $ | - | | $ | - | | $ | - | |
Income taxes | $ | - | | $ | - | | $ | - | |
The Accompanying Notes Are an Integral Part of these Financial Statements
4
TRADEON, INC. |
(Development Stage Company) |
|
NOTES TO FINANCIAL STATEMENTS |
April 30, 2010 |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the state of Nevada on December 7, 2007. The Company has limited operations and is considered a development stage company and has not yet realized any revenues from its planned operations.
As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.
NOTE 2 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at April 30, 2010, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's October 31, 2009 audited financial statements. The results of operations for the period ended April 30, 2010 is not necessarily indicative of the operating results for the full year.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
Since December 7, 2007 (Inception) through April 30, 2010, the company paid $10,010 to its Director, Amit Sachs and $10,000 to its Director, Moshe Basson, for consulting services.
NOTE 5 – SUBSEQUENT EVENT
On June 9, 2010, we entered into a share exchange agreement, which resulted in our reverse acquisition of Best Green BVI, we have assumed the business and operations of Best Green BVI, its Chinese subsidiary and its controlled variable interest entities, which are engaged in the manufacture and distribution of network and HDMI cable. Their products also consist of light electric vehicles, or LEVs, and cryogen-free refrigerators.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q contains certain forward-looking statements. Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. Such forward-looking statements appear in this Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations," and include statements regarding our expectations regarding our short - and long-term capital requirements and our business plan and estimated expenses for the coming 12 months. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. The business and operations of TradeOn, Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report. We undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading "Risks Related To Our Business" in "Risk Factors" in our registration statement on Form S-1 (File no. 333-156418), which was declared effective on January 5, 2009. Readers are also urged to carefully review and consider the various disclosures we have made in this report.
OVERVIEW
We were a development stage company with limited operations and no revenues from our business operations. Our offices are currently located at Jiangsu Wujin Lijia Industrial Park, Lijia Industrial Park, Lijia Town, Wujin, Changzhou City, Jiangsu Province, 213176, People’s Republic of China. We were incorporated under the laws of the state of Nevada on December 7, 2007. Our common stock is quoted on the OTC Bulletin Board under the symbol "TACN".
On June 9, 2010, we entered into a share exchange agreement, or the Share Exchange Agreement, with Best Green Energy Industries Limited, or Best Green BVI, and Best Green Investments Limited, the sole shareholder of Best Green BVI. Pursuant to the Share Exchange Agreement, on June 9, 2010, Best Green Investments transferred all of the shares of the capital stock of Best Green BVI in exchange for 20,734,531 newly issued shares of our common stock, which, after giving effect to the Cancellation Agreement disclosed below, constituted 88.1% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement.
As a result of the reverse acquisition, Best Green BVI became our wholly-owned subsidiary and Best Green Investments Limited, the former shareholder of Best Green BVI, became our controlling stockholder. The share exchange transaction with Best Green BVI was treated as a reverse acquisition, with Best Green BVI as the acquirer and TradeOn, Inc. as the acquired party. Best Green BVI was incorporated in the British Virgin Islands on March 31, 2010.
As a result of our reverse acquisition of Best Green BVI, we have assumed the business and operations of Best Green BVI, its Chinese subsidiary and its controlled variable interest entities, which are engaged in the manufacture and distribution of network and HDMI cable. The variable interest entities became controlled by the Chinese subsidiary through some contractual arrangements. Their products also consist of light electric vehicles, or LEVs, and cryogen-free refrigerators. We plan to amend our certificate of incorporation to change our name from “TradeOn, Inc.” to “China Green Energy Industries, Inc.” to reflect the current business of our company, which changed as a result of our acquisition of Best Green BVI.
The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Best Green BVI is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. Given the reverse acquisition nature of the transaction and that it occurred following the interim period ended April 30, 2010, the following management discussion and analysis for the interim period ended April 30, 2010 will provide little value to the reader in regards to our current operations.
POTENTIAL MERGERS AND ACQUISITIONS
Concurrent with efforts to find suitable financing for our business, we are also focusing on analyzing potential business opportunities with more established business entities for merger or acquisition with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.
6
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company and our existing business will close down. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
We may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
Mr. Sachs is undertaking the search for and analysis of new business opportunities. He is not a professional business analyst. In seeking or analyzing prospective business opportunities, Mr. Sachs may utilize the services of outside consultants or advisors. At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity, or whether the opportunity's operations will be profitable. Further, we believe that our company may have more difficulties raising capital for our existing business than for a new business opportunity. We have held preliminary negotiations with prospective business entities but have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.
If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.
PLAN OF OPERATION
The following discussion of the plan of operation, financial condition, results of operations, cash flows and changes in financial position of our Company should be read in conjunction with our most recent financial statements and notes appearing elsewhere in this Form 10-Q; and our 10K for October 31, 2009, filed on Edgar on December 24, 2009.
We are a development stage company with very limited operations to date, no revenue, very limited financial backing and few assets. Our immediate priority is to either secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect. This is critical to ensure our survival and to preserve our shareholder's investment in our common shares. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our company will fail without further significant financing. We currently have a small working capital deficiency including what we owe to our director. Our directors have indicated that they are willing to lend our company minimum funds to enable us meet our statutory corporate and reporting obligations for the next 12 months through unsecured, no interest loans.
We believe we require a minimum of $55,000 in additional financing to continue and commercially develop our existing business over the next 12 months, including $39,000 of development costs to complete our proposed product.
Concurrent with our search for additional financing for our existing business, we are also actively seeking business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing and that we will close our existing business. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue this new plan. If our company requires additional financing and we are unable to acquire such funds, our business may fail.
7
We may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
At this stage, we cannot quantify what additional financing we will require to complete a combination or merger with another business opportunity, or whether the opportunity's operations will be profitable.
RESULTS OF OPERATIONS
THREE MONTHS ENDED APRIL 30, 2010 COMPARED TO THREE MONTHS ENDED APRIL 30, 2009, AND SIX MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THE SIX MONTHS ENDED APRIL 30, 2009.
We incurred operating expenses of $4,040 for the three months ended April 30, 2010 compared to $16,286 for the three months ended April 30, 2009.
We incurred operating expenses of $29,299 for the six months ended April 30, 2010 compared to $22,241 for the six months ended April 30, 2009.
From inception to April 30, 2010 we have incurred operating expenses of $63,288.
Operating expenses increased from the comparative period due to an overall increase in our activity and increased expenses as a result of being a reporting company.
Significant elements include:
* $3,900 in professional fees related to accounting, consulting and transfer agent fees for the three months ended April 30, 2010 compared to $16,145 for the three months ended April 30, 2009.
* $28,392 in professional fees related to accounting, consulting and transfer agent fees for the six months ended April 30, 2010 compared to $20,645 for the six months ended April 30, 2009.
NET LOSS
We incurred a net loss of $4,040 for the three months ended April 30, 2010 compared to $16,286 for the three months ended April 30, 2009.
We incurred a net loss of $29,299 for the six months ended April 30, 2010 compared to $22,241 for the six months ended April 30, 2009.
From inception to April 30, 2010 we have incurred losses of $63,288.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have had negative cash flows from operations and we have been dependent on sales of our equity securities to meet our cash requirements. We expect this continue for the foreseeable future. We anticipate that we will have negative cash flows from operations in the next twelve months period.
As of April 30, 2010, we had working capital of $7,502 compared to $36,801 as of October 31, 2009. As of April 30, 2010, our total assets consisted of cash of $9,795, representing a net decrease in cash of $27,546 since October 31, 2009
There were no financing and investing activities during the six months ended April 30, 2010 and 2009. Cash used in operating activities during the six months ended April 30, 2010 amounted to $27,546, mainly represented by net loss of $29,299 adjusted by accounts payable and accrued liabilities of $1,753. Cash used in operating activities during the six months ended April 30, 2009 amounted to 21,821, mainly represented by net loss of $22,241 offset by prepaid expenses of $500 and adjusted by accounts payable and accrued liabilities of $920.
8
Because we have little remaining cash and have not generated any revenue from our business, we need to raise additional funds for the future development of our business and to respond to unanticipated requirements or expenses, or to fund the identification, evaluation and combination or merger with a suitable business opportunity.
Other than limited loans from our directors to continue with our statutory requirements for the next 12 months, we do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing. There can be no assurance that additional financing will be available to us, or on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans and our business will then likely fail.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as of April 30, 2010, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of April 30, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework, as supplemented by the COSO publication, Internal Control over Financial Reporting - Guidance for Smaller Public Companies. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of April 30, 2010 based on these criteria.
There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.15d -15 that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonable likely to materially affect, the Company internal control over financial reporting.
9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
On May 18, 2010, our Chinese subsidiary Best Green Energy (Changzhou) Co., Ltd. entered into a series of contractual arrangements with Best Green Energy (Changzhou) Co., Ltd., Jiangsu Best Electrical Appliances Co., Ltd., Changzhou City Wujin Best Electronic Cables Co., Ltd., Jianliang Shi and Xueqin Wang. These contracts include an Exclusive Technical Services and Business Consulting Agreement, or the Consulting Agreement, a Business Operation Agreement, an Equity Interest Pledge, and a Proxy Agreement. Through these contracts, Jiangsu Best Electrical Appliances Co., Ltd., Changzhou City Wujin Best Electronic Cables Co., Ltd. became our controlled variable interest entities.
ITEM 6. EXHIBITS
Pursuant to Item 601 of Regulation S-K, the following exhibits are included herein.
Exhibit | Description |
| |
10.1 | Business Operation Agreement, dated May 18, 2010, by and among Best Green Energy (Changzhou) Co., Ltd., Jiangsu Best Electrical Appliances Co., Ltd., Changzhou City Wujin Best Electronic Cables Co., Ltd., Jianliang Shi and Xueqin Wang. |
10.2 | Exclusive Technical and Consulting Service Agreement, dated May 18, 2010, by and among Best Green Energy (Changzhou) Co., Ltd., Jiangsu Best Electrical Appliances Co., Ltd. and Changzhou City Wujin Best Electronic Cables Co., Ltd. |
10.3 | Equity Interest Pledge Agreement, dated May 18, 2010, by and among Best Green Energy (Changzhou) Co., Ltd., Jianliang Shi and Xueqin Wang. |
10.4 | Proxy Agreement, dated May 18, 2010, by and among Best Green Energy (Changzhou) Co., Ltd., Jiangsu Best Electrical Appliances Co., Ltd., Changzhou City Wujin Best Electronic Cables Co., Ltd., Jianliang Shi and Xueqin Wang. |
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRADEON, INC.
(the Registrant)
Date: June 17, 2010 | By: | /s/ Jianliang Shi |
| | Name: Jianliang Shi |
| | Title: Chief Executive Officer and Chairman |
| | |
Date: June 17, 2010 | By: | /s/ Jianfeng Xu |
| | Name: Jianfeng Xu |
| | Title: Chief Financial Officer |
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