UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006 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: 002-95836-NY
---------------
_CHINA INDUSTRIAL WASTE MANAGEMENT INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
NEVADA 13-3250816
------------------------------ ---------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENFIFICATION NO.)
INCORPORATION OR ORGANIZATION)
c/o Dalian Dong Tai Industrial Waste Treatment Co., Ltd
No. 1 Huaihe West Road E-T-D-Zone, Dalian, China 116600
------------------------------------------------------- --------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER 'S TELEPHONE NUMBER, INCLUDING AREA CODE: 011-86-411-9770-3333
American Union Securities, Inc.
Attention: China Industrial Waste Management, 15th Floor
100 Wall Street, New York, NY 10005
--------------------------------------------------------
Agent Contact Information
Agents Telephone number: 212-232-0120
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 check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|.
The number of shares of Common Stock of the Registrant, par value $.001 per
share, outstanding at June 30, 2006 was 13,027,709.
Transitional Small business Disclosure Format (Check one): Yes |_|; No |X|.
CHINA INDUSTRIAL WASTE MANAGEMENT INC.
INDEX TO JUNE 30, 2006 FORM 10-QSB
Page
----
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Balance Sheet as of June 30, 2006 (unaudited)..............................3
Consolidated Statements of Operations for the three and six months ended June
30, 2006 and June 30, 2005 (unaudited)..................................................4
Consolidated Statements of Cash Flows for the six months ended June 30, 2006 and
June 30, 2005 (unaudited)...............................................................5
Notes to the Consolidated Financial Statements (unaudited)..............................6
Item 2 - Management's Discussion and Analysis of Results of Operations and
Financial Condition....................................................................13
Item 3 - Controls and Procedures.......................................................17
Part II - Other Information............................................................18
Item 1 - Legal Proceedings.............................................................18
Item 5. - Other Information............................................................18
Item 6 - Exhibits......................................................................19
Signature Page.........................................................................20
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
China Industrial Waste Management, Inc.
Unaudited Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2006
China Industrial Waste Management Inc.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
June 30,
ASSETS 2006
-----------
Current assets
Cash and cash equivalents $ 3,927,902
Trade accounts receivable 390,459
Other receivables 335,410
Inventory 434,117
Advances to suppliers 156,376
Prepaid expenses and other assets 37,392
Deferred stock compensation (current portion) 16,000
-----------
Total current assets 5,297,656
Property, plant & equipment 3,538,802
Less Accumulated depreciation (1,330,369)
-----------
Net property, plant and equipment 2,208,433
Construction in progress 440,428
Land usage right, net of accumulated amortization 1,511,551
Deferred stock compensation (non current portion) 62,667
-----------
Total assets $ 9,520,735
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 104,569
Accrued sales and income taxes 23,628
Other payable 96,002
-----------
Total current liabilities 224,199
Minority interest in subsidiary 914,455
Stockholders' equity
Preferred stock: par value $.001; 20,000,000 shares
authorized; none issued and outstanding -
Common stock: par value $.001; 90,000,000 shares
authorized; 13,027,709 shares issued and outstanding 13,027
Additional paid-in capital 2,244,973
Other comprehensive income 273,034
Retained earnings 5,851,047
-----------
Total stockholders' equity 8,382,081
-----------
Total liabilities and stockholders' equity $ 9,520,735
===========
See accompanying notes to unaudited consolidated financial statements
3
China Industrial Waste Management Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended Six months ended
June 30, June 30,
--------- --------
2006 2005 2006 2005
------------ ------------ ------------ ------------
Revenue $ 1,485,653 $ 979,647 $ 3,037,090 $ 2,196,973
Costs of revenue(including depreciation) 521,620 25,975 960,398 421,560
------------ ------------ ------------ ------------
Gross profit 964,033 953,672 2,076,692 1,775,413
Operating expenses
Selling expenses 76,601 47,237 230,080 133,402
General and administrative expenses 290,327 (63,473) 543,364 312,542
------------ ------------ ------------ ------------
Total operating expenses 366,928 (16,236) 773,444 445,944
------------ ------------ ------------ ------------
Income from operations 597,105 969,908 1,303,248 1,329,469
Other income (expense)
Investment income - (11,962) - -
Other income 57,389 (13,321) 57,389 556
Other expense (1,416) 5,015 (1,451) -
------------ ------------ ------------ ------------
Total other income (expense) 55,973 (20,268) 55,938 556
------------ ------------ ------------ ------------
Net income before minority interest and income tax 653,078 949,640 1,359,186 1,330,025
Income tax (benefit) - (6,757) - 119,702
------------ ------------ ------------ ------------
Net income before income tax 653,078 956,397 1,359,186 1,210,323
Minority interest 64,174 105,342 134,785 133,003
------------ ------------ ------------ ------------
Net income $ 588,904 $ 851,055 $ 1,224,401 $ 1,077,320
============ ============ ============ ============
Foreign currency translation adjustment 19,258 56,957 101,084 -
------------ ------------ ------------ ------------
Comprehensive income $ 608,162 $ 908,012 $ 1,325,485 $ 1,077,320
============ ============ ============ ============
Basis and diluted weighted average shares outstanding 12,948,151 12,947,709 12,947,709 12,947,709
------------ ------------ ------------ ------------
Basic and diluted net earnings per share $ 0.04 $ 0.07 $ 0.09 $ 0.08
============ ============ ============ ============
See accompanying notes to unaudited consolidated financial statements
4
China Industrial Waste Management Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six months ended
June 30,
--------------------------
2006 2005
----------- -----------
Cash flows from operating activities:
Net income $ 1,224,401 $ 1,077,320
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest 134,785 133,003
Depreciation and amortization 160,426 159,027
Changes in operating assets and liabilities:
Accounts receivable (108,698) 5,555
Inventory (24,033) (229,576)
Other receivables 4,278 -
Advances to suppliers (148,136) -
Prepaid expense (16,421) (16,896)
Accounts payable (3,644) (141,461)
Other payables 64,379 397,305
----------- -----------
Net cash provided by operating activities 1,287,337 1,384,277
Cash flows from investing activiies
Purchase of property (430,962) (113,737)
----------- -----------
Net cash used in investing activities (430,962) (113,737)
Cash flows from financing activities
Capital contribution 23,598 (202,473)
----------- -----------
Net cash provided by financing activities 23,598 (202,473)
Effect of exchange rate on cash 101,084 (80,435)
----------- -----------
Net increase in cash and cash equivalents 981,057 987,632
Cash and cash equivalents, beginning of period 2,944,179 2,064,565
----------- -----------
Cash and cash equivalents, end of period $ 3,927,902 $ 3,052,197
=========== ===========
Cash paid for taxes - 119,702
Cash paid for interest - -
See accompanying notes to unaudited consolidated financial statements
5
China Industrial Waste Management Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and with the instructions to Form
10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States of America for annual financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. The accounts of
the Company and all of its subsidiaries are included in the consolidated
financial statements. All significant intercompany accounts and transactions
have been eliminated in consolidation. The consolidated operating results for
the six months ended June 30, 2006 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2006. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Form 10-KSB for the year ended December 31,
2005.
1. Nature of operations
The unaudited consolidated financial statements are those of China Industrial
Waste Management, Inc., a Nevada Corporation formerly known as Goldtech Mining
Corporation, (the "Company") and its majority owned subsidiaries. Dalian Dongtai
Industry Waste Treatment Co. Ltd. ("Dongtai") was incorporated on January 9,
1991. As of June 30, 2006 Dongtai has one subsidiary - Liaoyang Dongtai Industry
Waste Treatment Co. Ltd ("Liaoyang Dongtai"). Dongtai is located in Economic and
Technology Development Zone, Dalian, People's Republic of China ("PRC"). Dongtai
is engaged in the collection, treatment, disposal and recycling of industrial
waste in China. The Company recovers all types of industrial wastes which can be
used as raw material to produce chemical and metallurgy products. Dongtai also
provides incineration, burial, and water treatment services. Dongtai also
provides service for environment protection, technology consultation, pollution
treatment, and waste managing process design.
Liaoyang Dongtai was incorporated on March 22, 2006. Dongtai has a 60% interest
in this subsidiary. Liaoyang Dongtai is located in Liaoyang, People's Republic
of China (PRC) and is engaged in the business of the collection, treatment,
disposal and recycling of industrial wastes.
China Industrial Waste Management, Inc. ("CIWM") was incorporated in the State
of Delaware on August 16, 2005. On September 22, 2005, CIWM acquired 90% of the
outstanding shares of Dongtai from its shareholders in exchange for 1,280,000
shares of CIWM common stock, representing 100% of the issued and outstanding
common stock of CIWM at the date of the acquisition.
The exchange of shares with Dongtai has been accounted for as a reverse
acquisition under the purchase method of accounting since the shareholders of
Dongtai obtained control of the combined company. Accordingly, the merger of the
two companies will be recorded as a recapitalization of Dongtai, with Dongtai
being treated as the continuing entity. The historical financial statements
presented herein are of Dongtai and subsidiaries. Pro forma financial statements
are not presented as the amounts are insignificant. On November 11, 2005, CIWM
and its shareholders entered into a Share Exchange Agreement with the Company,
6
China Industrial Waste Management Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
which closed on November 11, 2005. Pursuant to the agreement, the Company
acquired all of the outstanding equity stock of CIWM from its shareholders. As
consideration for the acquisition of CIWM, the Company issued 64,000 shares of
the Company's Series A Convertible Preferred stock to CIWM's shareholders. Each
share of Series A Convertible Preferred Stock is convertible into 10,000 shares
of common stock and is entitled to 10,000 votes on each matter submitted to the
stockholders. The holders of the Series A Convertible Preferred Stock have
contractually agreed not to convert such shares until the Company has increased
its authorized number of shares of common stock.
The exchange of shares with the Company will be accounted for as a reverse
acquisition under the purchase method of accounting since the shareholders of
CIWM obtained control of the Company. Accordingly, the merger of the two
companies will be recorded as a recapitalization of CIWM, with CIWM being
treated as the continuing entity. The financial statements of the legal acquiree
(the Company) are not significant, therefore, no pro forma financial information
is submitted.
On May 12, 2006, the Company changed its name to "China Industrial Waste
Management, Inc." and began trading under a new trading symbol (CIWT). In
addition the Company effected a 1:100 reverse split of its outstanding common
shares.
On May 15, 2006, the Company issued to 10 stockholders an aggregate of 6,400,000
additional shares of the Company's Common Stock as an equitable adjustment of
the number of shares which the Company had agreed to issue to such persons
pursuant to a Share Exchange Agreement entered into on November 11, 2005.
2. Basis of Presentation
The accompanying consolidated financial statements include the accounts of China
Industrial Waste Management, Inc., a Nevada Corporation, its 100% owned
subsidiary China Industrial Waste Management, Inc., a Delaware Corporation, its
90% indirectly owned subsidiary Dalian Dongtai Industry Waste Treatment Co.,
Ltd, a PRC Company, and its 60% indirectly owned subsidiary Liaoyang Dantai
Industry Waste Treatment Co. Ltd, a PRC Company. All material inter-company
accounts and transactions have been eliminated in the consolidation.
The accompanying financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America (US GAAP). This
basis differs from that used in the statutory accounts of the Company, which
were prepared in accordance with the accounting principles and relevant
financial regulations applicable to enterprises in the PRC. All necessary
adjustments have been made to present the financial statements in accordance
with US GAAP.
7
China Industrial Waste Management Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
3. Summary of Significant Accounting Policies
Economic and Political Risks
- ----------------------------
The Company faces a number of risks and challenges as a result of having primary
operations and markets in the PRC. Changing political climates in the PRC could
have a significant effect on the Company's business.
Foreign currency translation
- ----------------------------
As of June 30, 2006 and 2005, the accounts of the Company were maintained, and
the consolidated financial statements were expressed in the Chinese Yuan
Renminbi ("RMB"). Such consolidated financial statements were translated into
U.S. dollars ("USD") in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 52, "Foreign Currency Translation," with the RMB as the
functional currency. According to the Statement, all assets and liabilities were
translated at the exchange rate on the balance sheet date, stockholders' equity
was translated at the historical rates and the statement of operations items
were translated at the weighted average exchange rate for the period. The
resulting translation adjustments are reported under other comprehensive income
in accordance with SFAS No. 130, "Reporting Comprehensive Income."
Use of estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles 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 period.
Actual results could differ from those estimates.
Cash and cash equivalents
- -------------------------
Cash and cash equivalents include cash on hand and cash in time deposits,
certificates of deposit and all highly liquid debt instruments with original
maturities of three months or less.
Accounts and other receivables
- ------------------------------
Accounts and other receivables are recorded at net realizable value consisting
of the carrying amount less an allowance for uncollectible accounts, as needed.
Allowance for uncollectible accounts as of June 30, 2006 is not significant.
The Company maintains reserves for potential credit losses on accounts
receivable. Management reviews the composition of accounts receivable and
analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves. Terms of the sales vary from COD
through a credit term of up to nine to twelve months. Reserves are recorded
primarily on a specific identification basis.
8
China Industrial Waste Management Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Advances to suppliers
- ---------------------
The Company makes advances to certain vendors for purchase of its material. The
advances to suppliers are interest free and unsecured.
Inventory
- ---------
Inventories are stated at the lower of cost, as determined on a first-in,
first-out basis, or market. Management compares the cost of inventories with the
market value, and allowance is made for writing down the inventories to their
market value, if lower.
Property, equipment and construction in progress
- ------------------------------------------------
Property and equipment are stated at cost. Expenditures for maintenance and
repairs are charged to earnings as incurred; additions, renewals and betterments
are capitalized. When property and equipment are required or otherwise disposed
of, the related cost and accumulated depreciation are removed from the
respective accounts, and any gain or loss is included in operations.
Depreciation of property and equipment is provided using the straight-line
method for substantially all assets with estimated lives as follows:
Buildings 30 Years
Machinery 10 Years
Vehicles 8 Years
Office equipment 5 Years
Construction in progress consists of the design expenses, architect fee and cost
of the equipment to treat waste.
Long-lived assets
- ----------------
Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB Opinion
No.30, "Reporting the Results of Operations for a Disposal of a Segment of a
Business." The Company periodically evaluates the carrying value of long-lived
assets to be held and used in accordance with SFAS 144. SFAS 144 requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amounts. In
that event, a loss is recognized based on the amount by which the carrying
amount exceeds the fair market value of the long-lived assets. Loss on
long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal. Based on its
review, the Company believes that, as of June 30, 2006 there were no significant
impairments of its long-lived assets.
9
China Industrial Waste Management Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Intangible assets
- -----------------
Intangible assets consist of "Rights to use land and build a plant" for fifty
years and "Rights of use landfill" for twenty years. The methods to amortize
intangible assets are a fifty year straight-line method and a twenty year
straight-line method for landfill. The Company also evaluates intangible assets
for impairment, at least on an annual basis and whenever events or changes in
circumstances indicate that the carrying value may not be recoverable from its
estimated future cash flows. Recoverability of intangible assets, other
long-lived assets and, goodwill is measured by comparing their net book value to
the related projected undiscounted cash flows from these assets, considering a
number of factors, including past operating results, budgets, economic
projections, market trends and product development cycles. If the net book value
of the asset exceeds the related undiscounted cash flows, the asset is
considered impaired, and a second test is performed to measure the amount of
impairment loss.
Net intangible assets at June 30, 2006 were $1,511,511 which is right to use
land of $1,570,621 less accumulated amortization of $59,070.
Amortization expense for the Company's intangible assets for six months ended
June 30, 2006 and 2005 totaled $17,890 and $16,706 respectively.
Minority interest
- -----------------
Minority interest represents Dalian Dongtai's 60% equity interest in Liaoyang
Dongtai Industry Waste Treatment Co. Ltd. and the Company's 90% equity interest
in Dalian Dongtai.
Fair value of financial instruments
- -----------------------------------
Statements of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments, requires that the Company disclose estimated
fair values of financial instruments. The carrying amounts reported in the
statements of financial position for current assets and current liabilities
qualifying as financial instruments are a reasonable estimate of fair value.
Revenue recognition
- -------------------
The Company's revenue recognition policies are in compliance with Staff
Accounting Bulletin (SAB) 104. Revenue is recognized when services are rendered
to customers when a formal arrangement exists, the price is fixed or
determinable, the delivery is completed, no other significant obligations of the
Company exist and collectibility is reasonably assured. Payments received before
all of the relevant criteria for revenue recognition are satisfied are recorded
as unearned revenues.
10
China Industrial Waste Management Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Advertising costs
- -----------------
The Company expenses the cost of advertising as incurred or, as appropriate, the
first time the advertising takes place. Advertising costs for the six months
ended June 30, 2006 and 2005 were insignificant.
Stock-based compensation
- ------------------------
In December 2004, the FASB issued SFAS No.123(R) which prescribes accounting and
reporting standards for all stock based compensation plans, including employee
stock options, restricted stock, employee stock purchase plans and stock
appreciation rights. SFAS No. 123(R) requires compensation expense to be
recorded using the fair value method.
Income taxes
- ------------
The Company utilizes SFAS No. 109, "Accounting for Income Taxes" which requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred income taxes are recognized for the
tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each period end based
on enacted tax laws and statutory tax rates, applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to realized.
Local PRC income tax
- --------------------
The Company is subject to People's Republic of China ("PRC") Enterprise Income
Tax at a rate of fifteen percent on the net income. According to PRC ruling, any
joint venture with foreigner investment will get special tax exempt treatment
for the first two years. The Company received tax exempt treatment for the years
ending December 31, 2005 and 2004.
Statement of cash flows
- -----------------------
In accordance with Statement of Financial Accounting Standards No. 95,
"Statement of Cash Flows," cash flows from the Company's operations are
calculated based upon the local currencies. As a result, amounts related to
assets and liabilities reported on the statement of cash flows will not
necessarily agree with changes in the corresponding balances on the balance
sheet.
11
Basic and diluted net earnings per share
- ----------------------------------------
Net earnings per share is calculated in accordance with Statement of Financial
Accounting Standards No. 128 ("SFAS No. 128), "Earnings Per Share". Basic net
earnings per share is based upon the weighted average number of common shares
outstanding. Diluted net earnings per share is based on the assumption that all
dilutive convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the period
(or at the time of issuance, if later), and as if funds obtained thereby were
used to purchase common stock at the average market price during the period.
3. Shareholders' equity
At February 16, 2001, the Company increased its registered capital from RMB
$1,800,000 (USD$217,800) to RMB 2,000,000 (USD$242,000). At May 24, 2003, the
Company increased its registered capital from RMB 2,000,000 (USD$242,000) to RMB
18,000,000 (USD $2,178,000).
On May 15, 2006, the Company issued to 10 stockholders an aggregate of 6,400,000
additional shares of the Company's Common Stock as an equitable adjustment of
the number of shares which the Company had agreed to issue to such persons
pursuant to a Share Exchange Agreement entered into on November 11, 2005.
On June 8, 2006, 80,000 shares of its Common Stock, par value $.001 per share,
were authorized for issuance in the aggregate to Ms. Mui Chiu Yeung and Mr. Chi
Chuen Cheung pursuant to a Consulting Agreement. Management valued the
transaction at $1.00 per share because the value of the consulting agreement was
determined to be more reliable than the quoted price of the stock during a
period with no trading activity. The Company recorded a prepaid asset for the
value of the consulting services to be received and is amortizing that value as
an expense over the five year requisite service period.
4. Statutory Common Welfare Fund
As stipulated by the Company Law of the People's Republic of China ("PRC") as
applicable to Chinese companies with foreign ownership, net income after
taxation can only be distributed as dividends after appropriation has been made
for the following:
a. Making up cumulative prior years' losses, if any
b. Allocations to the "Statutory surplus reserve" of at least 10% of
income after tax, as determined under PRC accounting rules and
regulations, until the fund amounts to 50% of the Company's registered
capital;
c. Allocations of 5 -10% of income after tax, as determined under PRC
accounting rules and regulations to the Company's "Statutory common
welfare fund", which is established for the purpose of providing
employee facilities and other collective benefits to the Company's
employees; and
d. Allocations to the discretionary surplus reserve, if approved in the
shareholders' general meeting.
5. Current vulnerability due to certain concentrations
The Company's operations are carried out in the People's Republic of China.
Accordingly, the Company's business, financial condition and results of
operations may be influenced by the political, economic and legal environments
in the People's Republic of China, by the general state of the People's Republic
12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations
This "Management's Discussion and Analysis of Financial Condition and
Results of Operation" includes certain forward-looking statements. It contains
forward-looking statements that involve risk and uncertainties. The predictions
described in these statements may not materialize if management's current
expectations regarding our future performance prove incorrect. The
forward-looking statements contained herein speak only as of the date hereof.
The Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the company's expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based.
Overview
- --------
Previously, the Company was engaged in two lines of business: 1) explore
and develop potential mining properties, and 2) develop, market and support
computer software products and services. In September 2004, the Company sold its
computer business. Since September 2005, the Company has no longer been in the
mining line of business due to its loss of all its contractual rights in certain
mining properties in Spain and has been reporting report its mining business as
discontinued operation.
In November 2005, the Company, through its wholly-owned subsidiary, Dalian
Acquisition Corp., a Delaware company ("Dailian Acquisition"), acquired 90% of
the capital stock of Dalian Dongtai Industrial Waste Treatment Co., Ltd., a
corporation located in Dalian, the People's Republic of China, or PRC ("Dalian
Dongtai"). As a result of the acquisition, the Company is now engaged in the
waste management business and Dalian Dongtai currently represents the primary
operations and business of the Company.
Dailian Dongtai is one of the earliest companies specialized in centralized
treatment of industrial waste in the People's Republic of China. Dalian Dongtai
is engaged in the collection, treatment, disposal and recycle of all types of
industrial wastes. Currently, industrial wastes are used as raw material to
produce chemical and metallurgy products or to receive innocuous treatment
through incineration, burial, or water treatment. Dalian Dongtai also provides
waste disposal solutions and realty management service to its clients. Since
March 22, 2006, Dalian Dongtai holds 60% ownership interest in Liaoyang Dongtai
Industrial Waste Treatment Co., Ltd ("Liaoyang Dongtai") in the PRC. Liaoyang
Dongtai is also engaged in the collection, treatment, disposal and recycle of
industrial wastes. It is located in Liaoyang, where large-scale chemical
industrial enterprises concentrate. The industrial wastes generated by these
enterprises have been constantly increasing and have not properly been dealt
with so far, which we believe could present huge business opportunities for the
Company.
Under certain regulations in the form of public notices issued by the PRC
State Administration of Foreign Exchange, or SAFE, our shareholders who are PRC
resident entities or individuals are subject to certain registration
requirements. These regulations, among other things, would prohibit Dalian
Dongtai from distributing dividends or profits to us unless the registration
requirements are complied with. Our PRC shareholders are in the process of
complying with these regulations.
13
On March 31, 2006, the Company filed a definitive 14C statement to effect
the following changes:
o to change the name of the Company to China Industrial Waste Management,
Inc. and apply for a new trading symbol of CIWT.OB.
o to authorize the Board of Directors to effect a one-for-one hundred (1:100)
reverse stock split of the outstanding shares of Common Stock (the "Reverse
Split").
o to approve the Company's 2006 Equity Incentive Plan.
The name change and the reverse stock split went effective on May 12, 2006.
Under certain regulations in the form of public notices issued by the PRC
State Administration of Foreign Exchange, or SAFE, our shareholders who are PRC
resident entities or individuals are subject to certain registration
requirements. These regulations, among other things, would prohibit Dalian
Dongtai from distributing dividends or profits to us unless the registration
requirements are complied with. Our PRC shareholders are in the process of
complying with these regulations.
Results of Operations
- ---------------------
During the three months ended June 30, 2006, we made certain adjustments to
our interim financials for the three months ended and as of March 31, 2006. We
have incorporated such adjustments in preparing our interim financials for the
three and six months ended and as of June 30, 2006. We intend to file the
restated interim financials for the three months ended March 31, 2006 with an
amendment to the 10-QSB for the three months ended March 31, 2006. The following
discussion should be read in conjunction with the consolidated financial
statement and notes appear elsewhere in this quarterly report.
Three Months Ended June 30, 2006 compared to the Three Months Ended June 30,
2005
Revenue
- -------
The Company had $1,485,653 for the continued operations for the three
months ended June 30, 2006, an increase of 51.7% compared to $ 979,647 the three
months ended June 30, 2005. The $506,006 increase can be attributed to the
continued growth of our waste treatment business. We saw an increase in the
total tons of wastes processed in addition to an increase in the number of new
customers in this period.
Cost of revenue
- ---------------
The Company spent $521,620 in total to realize the revenue of $ 1,485,653
for the three months ended June 30, 2006, or 19 times the cost compared to the
three months ended June 30, 2005. The Company had cost of sales of $25,975 for
the three months ended June 30, 2005. The $495,645 rise in cost of revenue is
partially due to the increase in revenue in the second quarter of 2006. However,
the increase can be primarily attributed to the mode of revenues generated
during the second quarter ended June 30, 2005. Our business is broken down into
the collection and processing of industrial waste and the extracting of metals
and compounds from industrial wastes, which has substantially higher costs.
During the second quarter of 2005, we mainly processed wastes as compared to the
second quarter of 2006 when we increased both our waste processing and
extraction business.
Total Operating Expenses
- ------------------------
Total Operating expenses were $ 366,928 for the second quarter ended June
30, 2006 compared to a credit balance of 16,236 during the same period in 2005.
The increase is partially due to the growth of our business in 2006. Primarily,
the increase stems from when we accrued general and administrative expenses with
the expectation of a major increase in the metal and compound extraction
component of our business for the quarter in 2005. This aspect of our business
never developed during that period and thus led to a credit balance in our total
operating expenses.
14
Selling Expenses
- ----------------
Selling expenses for the three months as of June 30, 2006 rose up to
$76,601 from $47,237 for the corresponding period in 2005. This additional
$29,364 can be attributed to the increase in revenues for the second quarter for
our industrial waste collection business.
Operating Income/Loss
- ---------------------
Operating income for the three months ended June 30, 2006 decreased by $
372,803 to $ 597,105 from $969,908 for the three months ended June 30, 2005. The
decrease in operating income results from increased expenses, specifically our
general and administrative expenses. With the increase our metal and compound
extraction business, we experienced higher administrative costs during the
quarter, an expense we did not have in the same period for 2005.
Six Months Ended June 30, 2006 compared to the Six Months Ended June 30, 2005
Revenue
- -------
The Company had $3,037,090 for the continued operations for the six months
ended June 30, 2006, an increase of $840,117 or 38.2% as compared to the revenue
of $2,196,973 for the six months ended June 30, 2005. The increase can be
attributed to the rapid expansion of the company in these six months of 2006.
The increases were led by the continued growth in our waste treatment business.
Both volumes of wastes treated and customer base of the company experienced a
drastic increase during this period.
Cost of revenue
- ---------------
The cost of revenue was $960,398 for the six months ended June 30, 2006, an
increase of $538,838 or 128% as compared to the cost of revenue of $421,560 for
the six months ended June 30, 2005. The increase in cost was due primarily to
the increase in revenue.
Total Operating Expenses
- ------------------------
Total operating expenses were $773,444 for the six months ended June 30,
2006, an increase of $327,500 or 73.4% as compared to total operating expenses
of $445,944 for the six months ended June 30, 2005. The increase in operating
expenses was principally attributable to the expansion of our operation.
Selling Expenses
- ----------------
Selling expenses for the six months ended June 30, 2006 increased to
$230,080 from $133,402 for the corresponding period in 2005, representing an
increase of $96,678 or 72%. The increase was principally due to the widening
customer base and the increase in revenues for the six month ended June 30,
2006.
Operating Income/Loss
- ---------------------
Operating income for the six months ended June 30, 2006 decreased by $
26,221 to $1,303,248 from $1,329,469 for the six months ended June 30, 2005. The
decrease in operating income was due to the fact that the incurred more
operating expenses in the first two quarters in 2006 as compared with the
corresponding period in 2005.
15
Liquidity and Capital Resources
- -------------------------------
We have been in the position of financing our operation and fulfilling
capital expenditure requirements primarily through cash provided by operating
activities, trade credit and equity financing.
As of June 30, 2006, the Company had cash and cash equivalents of
$3,927,902, as compared to $2,944,179 at December 31, 2005. As of June 30, 2006,
the Company had working capital of $5,073,457, as compared to $3,670,842 as of
December 31, 2005.
Net cash provided by operating activities totaled $1,287,337 for the six
months ended June 30, 2006, a decrease of $96,940 or 7%, as compared to cash
provided by operating activities of $1,384,277 for the six months ended June 30,
2005. The decrease in net cash provided by operating activities was primarily
due to the expansion in our business and the increased demand in working capital
as a result.
We intend to use our available funds as working capital and to make
expansion in our existing lines of business. We believe that our available funds
will provide us with adequate capital for at least the next twelve months;
however, to the extent that we make acquisitions, we may require additional
capital for the acquisition or for the operation of the combined companies. We
cannot assure that such funding will be available.
Critical Accounting Policies
- ----------------------------
We have disclosed in Note B to our financial statements those accounting
policies that we consider to be significant in determining our results of
operations and our financial position which are incorporated by reference
herein.
The preparation of financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenue and
expenses. We evaluate our estimates, including those related to bad debts,
inventories and warranty obligations, on an ongoing basis. We base our estimates
on historical experience and on various assumptions that we believe to be
reasonable under the circumstances. These estimates and assumptions affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the periods
presented. The actual results may differ from these estimates under different
assumptions or conditions.
The significant accounting policies which we believe are the most critical
to aid in fully understanding and evaluating our reported financial results
include the following:
Revenue recognition
- -------------------
Revenue is recognized when services are rendered to customers when a formal
arrangement exists, the price is fixed or determinable, the delivery is
completed, no other significant obligations of the Company exist and
collectibility is reasonably assured. Payments received before all of the
relevant criteria for revenue recognition are satisfied are recorded as unearned
revenues.
16
Property, Plants and Equipment
- ------------------------------
Property and equipment are stated at cost. Expenditures for maintenance and
repairs are charged to earnings as incurred; additions, renewals and betterments
are capitalized. When property and equipment are required or otherwise disposed
of, the related cost and accumulated depreciation are removed from the
respective accounts, and any gain or loss is included in operations.
Bad debts
- ---------
The Company maintains reserves for potential credit losses on accounts
receivable. Management reviews the composition of accounts receivable and
analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves. Terms of the sales vary from COD
through a credit term of up to nine to twelve months. Reserves are recorded
primarily on a specific identification basis.
OFF-BALANCE SHEET ARRANGEMENTS
- ------------------------------
Neither the Company nor any of its subsidiaries have engaged in any
off-balance sheet transactions since its inception.
Item 3. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures. Our chief
executive officer and our chief financial officer, after evaluating the
effectiveness of the company's "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), Rules 13a-15e and 15d-15e) as of the end of the period covered by
this report (the "Evaluation Date"), have concluded that, as of the
Evaluation Date, our disclosure controls and procedures were effective.
(b) Changes in internal controls. During the fiscal quarter covered by
this quarterly report, there was no change in our internal control over
financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.
17
PART II
Item 1. Legal Proceedings.
The following is a summary of recent developments in litigation involving the
company:
On August 9, 2006, the Company was served with a Summons and Complaint, in
an action filed in the Superior Court of Washington, Kings County, entitled Don
Moroz and Glen Lochton Management Inc., V. Tolan Furusho, Columbia State Bank,
Goldtech Mining Corporation, a Nevada Corporation, Goldtech Mining Corporation,
a Washington Corporation, Tracy Kroeker, Ralph Jordan, Jack Laskin, Nancy Egan,
Richard Smith, and Beverlee Claydon AKA Beverlee Kamerling. The plaintiffs claim
to be victims of a failed "pump and dump" penny stock scheme. The Company
believes that the complaint against the Company is meritless. The Company has
engaged counsel, is entering into settlement discussions, and will duly respond
to the Complaint.
On March 6, 2006, a lawsuit was filed against the company encaptioned Tolan
S. Furusho V. Goldtech Mining Corp., Case No.: 06-A-518343-B, in the District
Court, Clark County, Nevada. The plaintiff alleges that he is the sole director
of the company and prays for judgment to declare him the sole director of the
company as of December 8, 2005, that his position as director was not, and could
not be extinguished, and a ruling declaring that all actions taken by the Board
of Directors without proper notice are voidable. The Company filed an answer and
affirmative defenses in the case and it is proceeding to discovery. The Company
believes that the complaint is without merit.
On September 24, 2004, a shareholder, Keith Robertson, on behalf of himself
and those similarly situated (an uncertified class), filed a law suit against
the Company, Robertson V. Goldtech Mining Corp, Case No.: CV4-2011M, in the
United States District Court, Western District of Washington, to temporary
restrain and enjoin the Company from canceling the sale of 11,110,000 shares of
common stock of the Company issued as consideration for the purchase of assets,
from Goldtech Mining Corporation, a State of Washington corporation. On
September 24, 2004, the court denied the plaintiff's motion for a temporary
restraining order. On October 25, 2004, the Court dismissed the action for Lack
of Subject Matter Jurisdiction. The plaintiff appealed the decision on November
24, 2004, U.S. Court of Appeals Docket Number: 04-36062. On April 26, 2006, the
parties entered into a stipulation for the voluntary dismissal with prejudice of
the appeal. On May 9, 2006, the Court issued an order stating that the appeal is
voluntarily dismissed with prejudice.
On October 14, 2004, a small group of shareholders commenced a derivative
action on behalf of the Company, Steward, Pearce, Vizzard, Furusho and Robertson
v. Kroeker, Jordan, Laskin, Egan, Smith, Bourgoin, Civil Action No. CV04-2130L,
in the United States District Court for the Western District of Washington at
Seattle alleging conversion and breach of specific duties against former
directors of the Company, seeking damages to be determined at trial and
equitable relief. On January 23, 2006, the Court granted in part and denied in
part a motion for summary judgment against the plaintiffs. The Court held that
the remaining claim against the defendant Kroeker may proceed. On February 9,
2006, the plaintiffs filed a Notice of Appeal, which was subsequently dismissed.
The trial date in this case against the defendant Kroeker has been continued.
Item 5. Other Information
We filed a Certificate of Amendment to the Articles of Incorporation on
April 27, 2006 to change the name of the Company to China Industrial Waste
Management, Inc. and to effectuate a one-for-one hundred (1:100) reverse stock
split of the outstanding shares of our common stock. The amendment went
effective on May 12, 2006.
18
Item 6. Exhibits
(a) Exhibits
3.1 - Articles of Incorporation as filed on November 3, 2003
3.2 - Certificate of Amendment to the Articles of Incorporation as filed
on April 27, 2006
3.3 - Certificate of Designation as filed on November 10, 2005
3.4 - Certificate of Correction to Certificate of Designation dated May
22, 2006
31.1 - Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 - Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 - Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned there
unto duly authorized.
CHINA INDUSTRIAL WASTE MANAGEMENT INC.
Date: August 21, 2006. BY: /s/ Jinqing Dong
Jinqing Dong
------------
Chief Executive Officer
BY: /s/ Jinqing Dong
Jinqing Dong
------------
Chief Financial Officer
20
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- --------------------------------------------------------------------------------
3.1 - Articles of Incorporation as filed on November 3, 2003
3.2 - Certificate of Amendment to the Articles of Incorporation as filed
on April 27, 2006
3.3 - Certificate of Designation as filed on November 10, 2005
3.4 - Certificate of Correction to Certificate of Designation dated May
22, 2006
31.1 - Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 - Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 - Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
21