SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
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 000-54148
SGREENTECH GROUP LIMITED
(Exact Name of Registrant as Specified in its Charter)
formerly
ALDERWOOD ACQUISITION CORPORATION
Delaware 27-3563124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Room 1, 13/F
Hung Tai Industrial Building
37 Hung To Road
Kwun Tong, Kowloon, Hong Kong
(Address of Principal Executive Offices)
(011) 852 275 55022
(Registrant's Telephone Number)
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 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.
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
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at July 15, 2011
Common Stock, par value $0.0001 27,892,308
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of June 30, 2011 and December 31, 2010 F-1
Statements of Operations for the Three Months and Six Months
Ended June 30, 2011 and 2010 and for the Period from
July 19, 2010 (Inception) to June 30, 2011 F-2
Statement of Changes in Stockholders' Equity for the Period from
July 19, 2010 (Inception) to June 30, 2011 F-3
Statements of Cash Flows for the Six Months Ended June 30, 2011
and for the Period from July 19, 2010 to June 30, 2011 F-4
Notes to Financial Statements F5-F9
SGREENTECH GROUP LTD.
(Formerly ALDERWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
BALANCE SHEETS
ASSETS
June 30, December 31,
2011 2010
--------- ------------
(Unaudited)
Current Assets
Cash $ 2,000 $ 2,000
---------- ----------
TOTAL ASSETS $ 2,000 $ 2,000
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Related party payable $ 40,000 $ -
---------- ----------
Total current liabilities 40,000
---------- ----------
Stockholders' Equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; None
outstanding - -
Common Stock, $0.0001 Par Value,
100,000,000 Shares Authorized;
20,000,000 Shares Issued and
Outstanding 2,000 2,000
Additional paid-in capital 1,250 1,250
Deficit accumulated during the
development stage (41,250) (1,250)
---------- ----------
Total Stockholders' Equity
(Deficit) (38,000) 2,000
---------- ----------
TOTAL LIABILITIES and
STOCKHOLDERS' EQUITY $ 2,000 $ 2,000
========== ==========
See accompanying notes to the financial statements
F-1
SGREENTECH GROUP LTD.
(Formerly ALDERWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
STATEMENT OF OPERATIONS
Three months Six months For the Period
Ended Ended from July 19, 2010
June 30, June 30, (Inception) to
2011 2011 June 30, 2011
------------ ----------- --------------
(Unaudited) (Unaudited) (Unaudited)
Sales - net $ - $ - $ -
Cost of sales - - -
------------ ----------- --------------
Gross profit - - -
------------ ----------- --------------
Operating Expenses 40,000 40,000 41,250
------------ ----------- --------------
Net loss $ (40,000) $ (40,000) $ (41,250)
============ =========== ==============
Loss per Share -
basic and diluted $ (0.00) $ (0.00)
============ ===========
Weighted Average Shares - 20,000,000 20,000,000
basic and diluted ============ ===========
See accompanying notes to financial statements
F-2
SGREENTECH GROUP LTD.
(Formerly ALDERWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
Deficit Total
Additional Accumulated Stock-
Common Stock Paid-In During the holders'
Shares Amount Capital Development Stage Equity
---------- --------- --------- ---------------- ---------
Balance, July 19, 2010
(Inception) - $ - $ - $ - $ -
Shares issued
for cash 20,000,000 2,000 - - 2,000
Expenses paid
by shareholders - - 1,250 - 1,250
Net Loss - - - (1,250) (1,250)
---------- --------- --------- -------------- ---------
Balance, December 31,
2010 20,000,000 $ 2,000 $ 1,250 $ (1,250) $ 2,000
---------- --------- --------- ------------- ----------
Net loss - - - (40,000) (40,000)
---------- --------- --------- ------------- ----------
Balance,
June 30, 2011 20,000,000 $ 2,000 $ 1,250 $ (41,250) $ (38,000)
========== ========= ========== ============= ==========
See accompanying notes to the financial statements
F-3
SGREENTECH GROUP LTD.
(Formerly ALDERWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
------------------------
For the Period from
SixMonths July 19, 2010
Ended June 30, (Inception) to
2011 June 30, 2011
(Unaudited) (Unaudited)
-------------- ----------------
OPERATING ACTIVITIES
Net loss $ (40,000) $ (41,250)
Adjustments to reconcile net loss
to net cash used by operating
activities
Changes in operating assets and liabilities
Related party payable 40,000 40,000
--------------- -----------------
Net cash used in operating activities - (1,250)
--------------- -----------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock - 2,000
Proceeds from stockholders' additional
paid-in capital - 1,250
--------------- -----------------
Net Cash provided by financing activities - 3,250
--------------- -----------------
Net increase in cash - 2,000
Cash,beginning of period 2,000 -
--------------- ----------------
Cash, end of period $ 2,000 $ 2,000
=============== ================
See accompanying notes to financial statements
F-4
SGreentech Group Limited
(Formerly Alderwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
SGreentech Group Limited, formerly Alderwood Acquisition Corporation
("SGreentech" or "the Company) was incorporated on July 19, 2010 under
the laws of the State of Delaware on July 19, 2010 to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers and
acquisitions. has been in the developmental stage since inception and
its operations to date have been limited to issuing shares to its original
shareholders and filing this registration statement. SGreentech will attempt
to locate and negotiate with a business entity for the combination of that
target company with SGreentech. The combination will normally take the form
of a merger, stock-for-stock exchange or stock-for-assets exchange. In most
instances the target company will wish to structure the business combination
to be within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No assurances
can be given that SGreentech will be successful in locating or negotiating
with any target company. SGreentech has been formed to provide a method for
a foreign or domestic private company to become a reporting company with a
class of securities registered under the Securities Exchange Act of 1934.
On July 13, 2011, the shareholders of the Corporation and the Board of
Directors unanimously ratified the change of the Registrant's name to
SGreenTech Group Limited and filed such change with the State of Delaware
on July 13, 2011. The Company anticipates that it may enter into a business
combination with SGreenTech Holdings Ltd. (China), an operating business
located in China. No agreements have been reached on terms of any such possible
combination and no contracts nor other documents have been executed. SGreenTech
Holdings Ltd. (China) is a marketer and distributor of entertainment, computing
and communications products. Currently, it markets and distributes television
sets, including LCD television sets and monitors across the world. SGreenTech
Holdings Ltd. (China) has obtained the right to assemble television sets for
distribution and sale. Such assembly is conducted through contract
manufacturers in China. It anticipates that it will expand into television
marketing and distribution. SGreenTech Holdings Ltd. (China) also anticipates
that it will enter the cellular telephone and computer markets. The Company
selected December 31 as its fiscal year end.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed
to assist in understanding the Company's financial statements. Such financial
statements and accompanying notes are the representations of the Company's
management, who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in
the United States of America ("GAAP") in all material
F-5
SGreentech Group Limited
(Formerly Alderwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
BASIS OF PRESENTATION (CONTINUED)
respects, and have been consistently applied in preparing the accompanying
financial statements.
USE OF ESTIMATES
These unaudited condensed financial statements should be read in conjunction
with the audited financial statements and notes thereto in the Company's
Form 10K filed on March 30, 2011 with the SEC. In preparing these condensed
financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of
the condensed financial statements and the reported amount of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. From time to time, the Company maintains
cash balances at certain institutions in excess of the Federal Deposit
Insurance Corporation limit.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Valuation allowances are
established when it is more likely than not that some or all of the
deferred tax assets will not be realized.
LOSS PER COMMON SHARE
Basic loss per common shares excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding during
the period. Diluted loss per common share reflects the potential dilution
that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance
of common stock that then shared in the loss of the entity. As of June 30,
2011 there are no outstanding dilutive securities.
F-6
SGreentech Group Limited
(Formerly Alderwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a
three-tier fair value hierarchy, which prioritizes the inputs in measuring
fair value. The hierarchy prioritizes the inputs into three levels based
on the extent to which inputs used in measuring fair value are observable
in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active
markets;
Level 2: defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its
own assumptions
The carrying amounts of financial assets and liabilities approximate their fair
values because of the short maturity of these instruments.
Note 2 - GOING CONCERN
The Company has sustained operating losses since inception of the Company on
July 19, 2010. Additionally, the Company has deficit accumulated during the
development stage of $41,250 at June 30, 2011. The Company also has a net
loss from operations of $40,000 for the six months ended June 30, 2011. The
Company's continuation as a going concern is dependent on its ability to
generate sufficient cash flows from operations to meet its obligations, which
it has not been able to accomplish to date, and /or obtain additional
financing from its stockholders and/or other third parties.
These financial statements have been prepared on a going concern basis, which
implies the Company will continue to meet its obligations and continue its
operations for the next fiscal year. The continuation of the Company as a going
concern is dependent upon financial support from its stockholders, the ability
of the Company to obtain necessary equity financing to continue its operations,
and successfully locating and negotiate with a business entity for the
combination of that target company with the Company.
There is no assurance that the Company will ever be profitable. The financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts
and classifications of liabilities that may result should the Company be
unable to continue as a going concern.
F-7
SGreentech Group Limited
(Formerly Alderwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In December 2010, the FASB issued ASU 2010-29, Disclosure of Supplementary
Pro Forma Information for Business Combinations. This proposed ASU reflects
the consensus-for-exposure in EITF Issue No. 10-G, "Disclosure of
Supplementary Pro Forma Information for Business Combinations." The Amendments
in this proposed ASU specify that if a public entity presents comparative
financial statements, the entity would disclose revenue and earnings of the
combined entity as though the business combination(s) that occurred during
the current year had occurred as of the beginning of the comparable prior
annual reporting period only. This ASU would also expand the supplemental
pro forma disclosures under Codification Topic 805, Business Combinations,
to include a description of the nature and amount of material, nonrecurring
pro forma adjustments directly attributable to the business combination. This
proposed ASU would be effective prospectively for business combinations that
are consummated on or after the beginning of the first annual reporting period
beginning on or after December 15, 2010. Early adoption would be permitted.
The adoption of this ASU did not have a material impact to our financial
statements. The new disclosures and clarifications of existing disclosures
are effective now, except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3 fair
value measurements. Those disclosures are effective for fiscal years beginning
after December 15, 2010, and for interim periods within those fiscal years.
The Company does not expect the adoption of this ASU to have a material impact
on its financial statements.
In May 2011, the Financial Accounting Standards Board ("FASB") issued a new
accounting standard on fair value measurements that clarifies the application
of existing guidance and disclosure requirements, changes certain fair value
measurement principles and requires additional disclosures about fair value
measurements. The standard is effective for interim and annual periods
beginning after December 15, 2011. Early adoption is not permitted. The
Company does not expect the adoption of this accounting guidance to have a
material impact on its consolidated financial statements and related
disclosures.
NOTE 4 - RELATED PARTY TRANSACTIONS
On July 19, 2010, the Company issued 20,000,000 common shares to its sole
director and officer for $2,000 in cash.
NOTE 5 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated events
and transactions for potential recognition or disclosure through August 15,
2011, the date the financial statements were available to be issued:
Changes in Control
On July 15, 2011, the following events occurred which resulted in a change of
control of the Company:
1. The Company redeemed an aggregate of 19,800,000 of the 20,000,000
shares of outstanding stock at a redemption price of $.0001 per share for
an aggregate redemption price of $1,980.
F-8
SGreentech Group Limited
(Formerly Alderwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 5 SUBSEQUENT EVENTS (CONTINUED)
2. And new officers and directors were appointed and elected and the prior
officers and directors resigned.
The Company anticipates that it may enter into a business combination with
SGreenTech Holdings Ltd. (China), an operating business located in China. No
agreements have been reached on terms of any such possible combination and no
contracts nor other documents have been executed.
SGreenTech Holdings Ltd. (China) is a marketer and distributor of
entertainment, computing and communications products. Currently, it markets
and distributes television sets, including LCD television sets and monitors
across the world. SGreenTech Holdings Ltd. (China) has obtained the right to
assemble television sets for distribution and sale. Such assembly is conducted
through contract manufacturers in China. It anticipates that it will expand
into television marketing and distribution. SGreenTech Holdings Ltd. (China)
also anticipates that it will enter the cellular telephone and computer
markets.
The Company will not make a decision on any such possible combination until
it receives the financial report of such possible target company and management
has the opportunity to review and evaluate the report.
On July 13, 2011, the shareholders of the Corporation and the Board of
Directors unanimously ratified the change of the Company's name to
SGreenTech Group Limited and filed such change with the State of Delaware
on July 13, 2011.
F-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SGreenTech Group Limited (formerly Alderwood Acquisition Corporation
(the "Company") was incorporated on July 19, 2010 under the laws of the State
of Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its shareholders and effecting a change of
control in July, 2011.
On July 13, 2011, the shareholders of the Company and the Board
of Directors unanimously ratified the change of the Company's name to
SGreenTech Group Limited and filed such change with the State of Delaware.
Change in Control
1. On July 15, 2011 the Company redeemed an aggregate of 19,800,000 of
the then 20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,980.
2. On July 15, 2011, new officers and directors were appointed and
elected and the prior officers and directors resigned.
3. On July 18, 2011 the Company issued 27,692,308 shares of its
common stock pursuant to Section 4(2) of the Securities Act of 1933 for
services provided to the Corporation representing 99.3% of the
total outstanding 27,892,308 shares of common stock.
On July 15, 2011, James M. Cassidy resigned as the Company's
president, secretary and director and James McKillop resigned as its vice
president, and director.
On July 15, 2011, In Nany Sing Charlie was elected to the Board of
Directors of the Company and was appointed its chief executive officer.
In Nany Sing Charlie, 55, serves as Chief Executive Officer and
Director of the Registrant. Mr. In is the director of China Titanium Ltd,
as well as chairman of Sino-Environment Technology Group Ltd, both companies
listed on the Singapore Stock Exchange. Mr. In is also the director of
Sino-Excel Energy Pte Ltd, a company that is listed on the Australian Stock
Exchange. Mr. In is also an advisor at Singapore People's Association's Talent
Advisory Panel. Mr/ In's experience covers business management, capital
sourcing, consulting, marketing, mergers and acquisitions. He and his team
have provided business consulting services to Motorola, Hewlett Packard,
IBM, Kodak, Citibank, Sapphire Corporation Ltd, Sky China Petroleum and
YingLi International. Mr. In was chairman of Direct Marketing Association of
Singapore, advisor of Asia Pacific Management Institute and adjunct faculty
member of Singapore Institute of Management for 20 years and 17 years at
University of South Australia.
Mr. In holds a Diploma in Marketing from UK Chartered Institute of
Marketing, a Masters of Business Administration from University of East
Asia and a Postgraduate Diploma in Direct Marketing from ADMA/Macquarie
University Australia.
Operations
The Company anticipates that it may enter into a business combination
with SGreenTech Holdings Ltd. (China), an operating business located in
China. No agreements have been reached on terms of any such possible
combination and no contracts nor other documents have been executed.
SGreenTech Holdings Ltd. (China) is a marketer and distributor of
entertainment, computing and communications products. Currently, it markets
and distributes television sets, including LCD television sets and monitors
across the world. SGreenTech Holdings Ltd. (China) has obtained the right
to assemble television sets for distribution and sale. Such assembly is
conducted through contract manufacturers in China. It anticipates that it
will expand into television marketing and distribution. SGreenTech Holdings
Ltd. (China) also anticipates that it will enter the cellular telephone and
computer markets.
The Company will not make a decision on any such possible
combination until it receives the financial report of such possible target
company and management has the opportunity to review and evaluate the
report.
The Company has an agreement with Tiber Creek Corporation which provided
assistance in becoming a public reporting company by assisting in effecting
the change of control and will assist it in the preparation and filing of a
registration statement to be filed with the Securities and Exchange Commission
and the introduction to brokers and market makers.
As of June 30, 2011, the Company has not generated revenues and has
no income or cash flows from operations since inception. The continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations, and to successfully negotiate the prospective business
combination with SGreenTech Holdings Ltd. (China) or locate another potential
target company for a business combination.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting. The
change in control of the Company and the financial reporting
occurred after the period covered by this report.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued the following
shares of common stock pursuant to Section 4(2) of the Securities Act
of 1933.
On June 19, 2010:
Name Number of shares Consideration
Tiber Creek Corporation 10,000,000 $1,000
(Of which 9,900,000 shares were redeemed 7/15/2011
MB Americus LLC 10,000,000 $1,000
(Of which 9,900,000 shares were redeemed 7/15/2011
On July 18, 2011:
Name Number of shares Consideration
Zhang Li Ying 769,231 Services
Zhou Wei Jian 769,231 Services
In Nany Sing Charlie 26,153,846 Services
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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.
SGREENTECH GROUP LIMITED
By: /s/ Charlie In
President, Chief Financial Officer
Dated: August 15, 2011