UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 [ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _____________________ Commission file number: 000-49852 _________________________________________________ DAHUA INC. - ------------------------------------------------------------------------------ (Exact name of small business issuer as specified in its charter) Delaware 04-3616479 - ------------------------------------------------------------------------------ State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 19th Floor, Building C, Tianchuangshiyuan, Huizhongbeili, Chaoyang District, Beijing, China, 100012 - ------------------------------------------------------------------------------- (Address of principal executive offices) 86-10-6480-1527 - ------------------------------------------------------------------------------- (Issuer's telephone number) NORTON INDUSTRIES CORP. - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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 [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 25,000,000 shares of common stock, par value $.0001, as of August 8, 2006. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] DAHUA INC. Table of Contents Part I. Financial Information Item1. Financial Statements Consolidated Balance Sheet as of March 31, 2005 (unaudited) (Restated).. 3 Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004 (Unaudited) ............................. 4 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004 (Unaudited) (Restated)................... 5 Notes to Consolidated Financial Statements.............................. 6 Item 2. Management's Discussion and Analysis or Plan of Operation........ 11 Item 3. Controls and Procedures.......................................... 14 Part II. Other Information Item 1. Legal Information............................................... 14 Item 2. Changes in Securities........................................... 14 Item 3. Defaults Upon Senior Securities................................. 15 Item 4. Submission of Matters to a Vote of Security Holders............. 15 Item 5. Other Information............................................... 15 Item 6. Exhibits and Reports on Form 8-K................................ 15 Signatures............................................................... 15 PART I. FINANCIAL INFORMATION Item 1. Financial Statements DAHUA INC. Consolidated Balance Sheet (Unaudited) (Restated) ASSETS March 31, 2005 --------------- Current Assets: Cash and cash equivalents.............................. $ 780,482 Inventory.............................................. 8,898,682 Prepaid construction costs............................. 2,131,126 --------------- Total Current Assets................................ 11,810,290 Property, Plant, & Equipment: Computer equipment..................................... 3,450 Office equipment....................................... 43,464 Telephones............................................. 1,026 Vehicles............................................... 11,498 --------------- Total Property, Plant, & Equipment................... 59,438 Less: Accumulated depreciation....................... (21,536) --------------- Net property, plant and equipment.................... 37,902 Due from related parties................................ 50,039 Loan receivable......................................... 72,480 --------------- Total Assets............................................ $ 11,970,711 =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable....................................... $ 25,393 Customer deposits...................................... 6,243,349 Short-term loans - related parties..................... 5,240,162 Accrued interest - short-term loans, related parties... 343,435 Other accruals......................................... 33,872 --------------- Total Current Liabilities........................... 11,886,211 Minority interest in subsidiary......................... 36,900 Stockholders' Equity: Preferred stock: par value $.0001, 20,000,000 shares authorized; none issued and outstanding............... - Common stock: par value $.0001; 80,000,000 shares authorized; 20,000,000 share issued and outstanding... 2,000 Additional paid-in capital............................. 865,352 Accumulated deficit.................................... (819,752) --------------- Total stockholders' equity........................... 47,600 Total Liabilities and Stockholders' Equity.............. $ 11,970,711 =============== See accompanying notes to unaudited consolidated financial statements DAHUA, INC. Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, ---------------------------------------- 2005 2004 ----------------- ------------------- <s> <c> <c> Revenues Sales revenue.................................. $ - $ - Cost of goods sold............................. - - ----------------- ------------------- Gross Profit................................. - - Expenses Advertising.................................... 14,902 30,633 Depreciation................................... 1,708 2,287 Payroll expense................................ 37,554 32,656 Other general and administrative............... 87,340 70,273 ----------------- ----------------- Total expenses............................... 141,504 135,849 ----------------- ----------------- Net loss from operations........................ (141,504) (135,849) Other Income Interest income................................ 962 579 ---------------- ----------------- Total other income............................ 962 579 ---------------- ----------------- Net loss before taxes and minority interest..... (140,542) (135,270) Provision for income taxes...................... - - Net loss before minority interest............... (140,542) (135,270) Minority interest in subsidiary loss............ 28,108 27,054 Net loss........................................ $ (112,434) $ (108,216) =============== ================ Basic and diluted loss per share................ $ (0.01) $ (0.01) =============== ================ Weighted average common shares outstanding...... 20,000,000 20,000,000 =============== ================ See accompanying notes to unaudited consolidated financial statements DAHUA, INC. Consolidated Statements of Cash Flows (Unaudited) (Restated) Three Months Ended March 31, ------------------------------------- 2005 2004 ------------------- ---------------- <s> <c> <c> Cash Flows from Operating Activities: Net loss............................................ $ (112,434) $ (108,216) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation...................................... 1,708 2,287 Provision for allowance on accounts receivable.... - 14,236 Minority interest................................. (28,108) (27,054) Changes in operating assets and liabilities: Inventory........................................ (448,633) (905,336) Prepaid construction costs....................... (295,729) (412,849) Loans receivable................................. (72,480) 5,712 Accounts payable................................. - (45,828) Customer deposits................................ 1,264,692 1,228,340 Accrued interest................................. 84,036 - Other accruals................................... 1,763 5,715 ------------------ ---------------- Cash provided by (used in) operating activities 394,815 (242,993) Cash Flows from Investing Activities: Purchase of property, plant and equipment........... - (546) ------------------ ----------------- Cash used in investing activities............. - (546) Cash Flows from Financing Activities: Net payment on loans payable........................ - (8,533) Net proceeds from loans payable, related party...... 10,883 357,104 Acquired treasury stock............................. (100,000) - ----------------- ----------------- Cash (used in) provided by financing activities (89,117) 348,571 Increase in cash and cash equivalents................ 305,698 105,032 ----------------- ---------------- Cash and cash equivalents, beginning of period...... 474,784 104,699 ----------------- ---------------- Cash and cash equivalents, end of period............ $ 780,482 $ 209,731 ================= ================ Supplemental disclosure of cash flow information: Interest paid in cash............................. $ - $ - ================= ================ Income taxes paid in cash......................... $ - $ - ================= ================ See accompanying notes to unaudited consolidated financial statements DAHUA, 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 three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. 1. Nature of operations Dahua, Inc. (Dahua) was incorporated on March 8, 2002 in the State of Delaware as Norton Industries Corp. The name was changed to Dahua, Inc. on February 7, 2005 as result of a reverse acquisition in which Norton acquired all capital shares of Bauer Invest Inc. ("Bauer"). The acquisition was accounted for as a reverse merger, as the post acquisition owners and control persons of Dahua are substantially the same as the pre acquisition owners and control persons of Bauer. Bauer Invest Inc. was incorporated on December 10, 2003, under the laws of the Territory of the British Virgin Islands (BVI). Bauer has had no operations other than the acquisition of 80% of Beijing Dahua Real Estate Development, Ltd. (Subsidiary) on May 25, 2004. The Subsidiary is a corporation established on September 24, 2001 in the People's Republic of China (PRC). The acquisition was accounted for as a reverse merger, as the post acquisition owners and control persons of Bauer are substantially the same as the pre acquisition owners and control persons of the subsidiary. These financial statements are essentially those of the Subsidiary with a recapitalization to show the effects due to the reverse mergers. The consolidated entity is hereafter referred to as "the Company". The Company engages in the development of real estate and the sale of commodity housing. The Company has been in the process of acquiring and developing land and housing for sale, and is now prepared for sales of those items to begin. 2. Basis of Presentation 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. 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. Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents includes cash on hand and demand deposits held by banks. Deposits held in financial institutions in the PRC are not insured by any government entity or agency. Trade Accounts Receivable Trade accounts receivable are recognized and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount becomes questionable. The Company had no trade accounts receivable during the periods presented. Inventories Inventories consist primarily of land acquisition and development costs, engineering, infrastructure, capitalized interest, and construction work-in- progress costs. The inventories are valued at cost based on the level of completion. No provision for potential obsolete inventory has been made. Property, Plant, and Equipment Property, plant, and equipment are carried at cost less accumulated depreciation, which is computed using the straight-line method over the useful lives of the assets. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income. Property and equipment are depreciated over their estimated useful lives as follows: Computer equipment 3 years Office equipment 7 years Vehicles 7 years Depreciation expense for the three month periods ended March 31, 2005 and 2004 was $1,708 and $2,287, respectively. Long-term assets of the Company are reviewed annually to assess whether the carrying value has become impaired, according to the guidelines established in Statement of Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The Company also evaluates the periods of amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. No impairment of assets was recorded in the periods reported. Revenue Recognition The Company recognizes revenue on the sale of a house when the consummation of a sale is evidenced by: 1) a contractual arrangement that is binding to both parties; 2) the exchange of all consideration (i.e. the seller has transferred to the buyer the usual risks and rewards of ownership and the buyer has made payment in full to the seller); 3) the arrangement of all permanent financing for which the seller is responsible and; 4) the performance of all conditions precedent to closing. No revenue is recognized when the Company's receivable is subject to future subordination, as is the case when the Company guarantees a bank loan for the period prior to the certification of title transfer. Advertising Expenses Advertising costs are expensed as incurred. Advertising expense amounted to $14,902, and $30,633 for the three month periods ended March 31, 2005 and 2004. Foreign Currency and Comprehensive Income The accompanying financial statements are presented in United States (US) dollars. The functional currency is the Renminbi (RMB). The financial statements are translated into US dollars from RMB at period-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The exchange rate for RMB to US dollars has varied by only 100ths during 2005 and 2004. Thus, the consistent exchange rate used has been 8.27 RMB per each US dollar. Since there have been no greater fluctuations in the exchange rate, there is no gain or loss from foreign currency translation and no resulting other comprehensive income or loss. RMB is not freely convertible into the currency of other nations. All such exchange transactions must take place through authorized institutions. There is no guarantee the RMB amounts could have been, or could be, converted into US dollars at the rates used in translation. Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to 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 reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Nearly all differences in tax bases and financial statement carrying values are permanent differences. Therefore, the Company has recorded no deferred tax assets or liabilities. 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. 4. Inventory Inventory costs consist of the following at March 31, 2005 and December 31, 2004: March 31, 2005 Dec. 31, 2004 --------------------- ------------------- <s> <c> <c> Compulsory land acquisition and removal compensation $ 3,470,992 $ 3,470,992 Construction and installation project cost 1,705,077 1,474,022 Prophase engineering cost 705,244 687,000 Infrastructure cost 1,355,418 1,239,927 Auxiliary public establishment 277,414 264,475 Indirect development cost, including capitalized interest 1,384,537 1,313,633 -------------------- ------------------- $ 8,898,682 $ 8,450,049 5. Short-term loans Short-term loans due to related parties had balances of $5,583,597 and $5,488,678 (including accrued interest) at March 31, 2005 and December 31, 2004, respectively. The loans carry an annual interest rate of 6 percent and are due on demand. Interest accrued on the loans was $84,036 and $161,238 for the three months ended March 31, 2005 and the year ended December 31, 2004, which remained accrued at March 31, 2005. The entire interest amounts were capitalized as costs of construction. 6. Customer deposits Customer deposits consist of down payments received on sales contracts for our houses. Upon closing, when title passes to the buyer, the Company will recognize the down payments as revenue. Total customer deposits at March 31, 2005 and December 31, 2004 was $6,243,349 and $4,978,657, respectively. 7. Prepaid construction cost Prepaid construction cost consists of payments to our subcontractors before they provide us services. Prepaid construction cost will be converted into inventory when the subcontractors finish their work. Prepaid construction cost at March 31, 2005 and December 31, 2004 was $2,131,126 and $1,835,397, respectively. 8. Restatement of financial statements Subsequent to the publication of the financial statements in form 10-QSB it was discovered that an error had been made on consolidation. The amount of $100,000 paid to acquire and cancel treasury stock was incorrectly shown as loans receivable. Other amounts shown as due from related parties and loans receivable, previously classified as current assets, were determined to be other assets due to the lack of fixed repayment terms. The restatements had no effect on the statements of operations for the three ended March 31, 2005. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The discussion in this quarterly report on Form 10-QSB contains forward-looking statements. Such statements are based upon beliefs of management, as well as assumptions made by and information currently available to management of the Company as of the date of this report (August 9, 2005). These forward-looking statements can be identified by their use of such verbs as "expect", "anticipate", "believe" or similar verbs or conjugations of such verbs. If any of these assumptions prove incorrect or should unanticipated circumstances arise, the actual results of the Company could materially differ from those anticipated by such forward-looking statements. The Company assumes no obligation to update any such forward-looking statements. Background Dahua, Inc. (the "Company") was incorporated on March 8, 2002 in the State of Delaware as Norton Industries Corp. The name was changed to Dahua, Inc. on February 7, 2005 as result of a reverse acquisition in which Norton acquired all capital shares of Bauer Invest Inc. ("Bauer"). The acquisition was accounted for as a reverse merger, as the post acquisition owners and control persons of Dahua are substantially the same as the pre acquisition owners and control persons of Bauer. Bauer Invest Inc. was incorporated on December 10, 2003, under the laws of the Territory of the British Virgin Islands. Bauer has had no operations other than the acquisition of 80% of Beijing Dahua Real Estate Development, Ltd. (Subsidiary) on May 25, 2004. The Subsidiary is a corporation established on September 24, 2001 in the People's Republic of China. The acquisition was accounted for as a reverse merger, as the post acquisition owners and control persons of Bauer are substantially the same as the pre acquisition owners and control persons of the Subsidiary. These financial statements are essentially those of the Subsidiary with a recapitalization to show the effects due to the reverse mergers. Operation Overview The Company, through its 80% owned subsidiary Beijing Dahua Real Estate Development Ltd. ("Dahua Real Estate"), engages in the business of development, construction and sale of luxury single-family homes in Beijing, China. In July 2003, the Company began to develop its first real estate project. The project is called the first phase of Dahua Garden (the "First Phase"), which consists of 76 luxury residential housing units, all of which are single houses ranging from approximately 2,000 to 5,000 square feet, each with 3-4 bedrooms with built-in closets and adjacent bathrooms, an open eat-in kitchen, a family room, a living room, and an attic solarium for indoor sun bathing. The construction began in July 2003 and was substantially completed in December 2004. As of March 31, 2005, the Company was finishing up plumbing, wiring and landscaping. As of March 31, 2005, the Company has pre-sold 24 of the 76 units of the First Phase, out of which none unit has been paid in full, all pre-sold 24 units were reserved with clients' deposits and are being paid off in installments, and 52 units were available for sale. Because the home units have not been delivered to the buyers, all funds received from the pre-sold units and installment payments are recorded as customer deposits until physical delivery and release of any Company's guarantees to the financing bank. As of March 31, 2005, we had received customer deposits totaling $6.24 million. Results of Operations - --------------------- Three Months Ended March 31, 2005 and 2004 Revenue The Company started its first construction project on development of real estate residential single-family homes in July 2003, and the construction was substantially completed in December 2004. During the three-month period ended March 31, 2005, the Company was finishing up plumbing, wiring and landscaping. As of March 31, 2005, the Company has pre-sold 24 of the 76 units of the First Phase, out of which none unit has been paid in full, all pre-sold 24 units were reserved with clients' deposits and are being paid off in installments, and 52 units were available for sale. Because the home units have not been delivered to the buyers, all funds received from the pre-sold units and installment payments are recorded as customer deposits until physical delivery and all requirements for revenue recognition are met. Accordingly, no sales revenues have been recognized for the three months ended March 31, 2005 and 2004, respectively. Operating Expenses For the three months ended March 31, 2005, the Company's operating expenses increased $5,655, or 4.2%, to $141,504 from $135,849 for the same period of the previous year. The increase was largely due to increase in payroll expenses and other general and administrative expenses, offset by a decrease in advertising expenses. Net Loss For the three months ended March 31, 2005, the Company reported a net loss of $112,434, as compared to a net loss of $108,216 for the same period of the previous year. This resulted in basic and diluted net loss per share of $0.01 on weighted average common shares outstanding of 20,000,000 in both report periods. Liquidity and Capital Resources Since inception, the operations of the Company has been primarily funded by equity capital, unsecured short-term loans from Dahua Project Management Group ("Dahua Group"), an affiliate, and customer deposits that the Company received from its pre-sale of housing units. After receiving the Residential Housing Pre-sale Permit issued by the government, the Company is permitted to sell the residential units to be built to the public, which is common practice in China. Upon execution of a binding purchase contract between the developer and a homebuyer, a deposit and installment payments are required to be made to the developer, which the Company used to construct its residential housing units. At March 31, 2005, customer deposit balance was $6,243,349. The Company also borrows from time to time based on a verbal line of credit agreement from Dahua Group, an affiliate. The funds so borrowed are unsecured and there is no upper limit on the amount of money that the Company can borrow as long as there are funds available and the Company needs it for its operation. The loans carry an annual interest of 6%, repayable within 30 days upon demand. As of March 31, 2005, the short-term loans due to related parties had balance of $5,583,597, accrued interest included. For the three months ended March 31, 2005, the operating activities of the Company provided $394,815 of net cash, largely by an increase in customer deposits of $1,264,692, and offset by increase in inventory of $448,633, prepaid construction costs of $295,729, and decrease in loans receivable of $72,480. For the three months ended March 31, 2005, the Company had no investing activities. For the same period, the financing activities of the Company used $89,117 of net cash, of which $100,000 was used to acquire and cancel treasury stock, and offset by borrowing from a related party of $10,883. As of March 31, 2005, the First Phase of Dahua Garden was substantially completed. The Company is currently applying with Beijing municipal and Changping district governmental agencies for all the requisite licenses, permits, and approvals to start our Second Phase of Dahua Garden, which will include 250 luxurious single-family houses located on a 267,000 square meter site with community clubhouse, creeks, ponds, and professionally manicured gardens and landscape. As of the date of this report (August 8, 2005), the Company is in the process of applying for necessary licenses, permits or approvals. It is estimated that approximately $60.5 million is needed to complete the Second Phase. In addition to customer deposits, short-term loans (line of credit) from Dahua Group, the proceeds generated from sale of the First Phase will also be used to finance the Second Phase development. The Company has made no material commitments for capital expenditures. While there can be no assurance that the Company will have sufficient funds over the next twelve months, the Company believes that funds generated from the sale of our First Phase of Dahua Garden housing units, customer deposits from pre-sale contracts, and the line of credit provided by Dahua Group, will be adequate to meet our anticipated operating expenses, capital expenditure and debt obligations for at least the next twelve months. Nevertheless, our continuing operating and investing activities may require us to obtain additional sources of financing. In that case, we may seek financing from institutional investors or banks to identify additional sources of financing. There can be no assurance that any necessary additional financing will be available to us on commercially reasonable terms, if at all. Off-balance sheet arrangements The Company entered into an agreement with each of two banks that extended mortgage loans to its home buyers, whereby the Company agreed to provide a certain limited guarantee, which covers the risk before the conveyance of title upon closing. Upon initiating the loan on behalf of the buyer for the down payment, the bank has withheld a percentage ranging from 5% to 20% of the loan and deposited such funds into a segregated account in the bank. At March 31, 2005, there was no balance in the separate accounts Item 3. CONTROLS AND PROCEDURES As of the end of the period covered by this quarterly report on Form 10-QSB, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures, and our internal control over financial reporting. This evaluation was performed by our President and Chief Executive Officer, and our Chief Financial Officer. Based upon the Evaluation, our CEO and CFO have concluded that the Company's disclosure controls are effective to ensure that material information relating to the Company is made known to management, including the CEO and CFO, particularly during the period when the Company's periodic reports are being prepared, and that the internal controls of the Company are effective to provide reasonable assurance that its financial statements are fairly presented in conformity with accounting principals generally accepted in the United States. Additionally, there has been no change in the Company's internal controls that occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to affect, our internal controls. PART II. OTHER INFORMATION Item 1. Legal Information: None. Item 2. Changes in Securities: None. Item 3. Defaults Upon Senior Securities: None. Item 4. Submission of Matters to a Vote of Security Holders: None. Item 5. Other Information: None. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit No. Description - ---------- ----------------------------------- 31.1 Section 302 Certification of CEO 31.2 Section 302 Certification of CFO 32.1 Section 906 Certification of CEO 32.2 Section 906 Certification of CFO (b) Reports on Form 8-K: On February 1, 2005, the Company filed a Form 8-K under Items 2.01, 3.02, 4.01, 5.01, 5.02, 8.01 and 9.01 to report a change in control of the registrant. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DAHUA, INC. By: /s/ Yonglin Du - -------------------------------------------------- Younglin Du, Chief Executive Officer and President Date: August 8, 2006