|
NOTE
1.
|
ORGANIZATION
AND BASIS OF PRESENTATION
|
China
Growth Development, Inc. (“CGDI”, or “the Company”), formerly known as Teeka Tan
Products, Inc., is a Delaware corporation that was initially engaged in the
business of marketing and retailing a broad line of high quality value-priced
sun care products in Florida through its wholly owned subsidiary, Teeka Tan,
Inc. CGDI was incorporated under the laws of the State of Delaware in
April 2002, under the name IHealth, Inc. In December 2005, Ihealth,
Inc. changed its name to Teeka Tan Products, Inc. On December 13,
2007, Teeka Tan Products, Inc. changed its name to China Growth Development,
Inc.
On May 7,
2008, the reverse acquisition between CGDI and Taiyuan Rongan Business Trading
Company, Limited (“TRBT”), a company incorporated under the laws of the People’s
Republic of China (“PRC) was completed pursuant to the Stock for Stock
Equivalent Exchange Agreement and Plan entered into by CGDI and TRBT on November
12, 2007. All of TRBT’s existing capital contributors assigned 80% of
their capital contributions in TRBT to CGDI in exchange for an aggregate of
31,500,000 shares of CGDI’s common stock and common stock purchase warrants to
purchase an aggregate of 1,400,000 shares of CGDI’s common stock at an exercise
price of $0.50 per share.
TRBT was
incorporated in Taiyuan City, Shanxi Province, China in December 2005 under the
laws of the PRC. TRBT is engaged in the business of building and
operation of commercial real estates in China. TRBT holds 76.1% of
the issued and outstanding capital contributions of five subsidiaries organized
in China that owns and operates shopping malls.
The five
subsidiaries of TRBT, including Yudu Minpin Shopping Mall (“Yudu”), Xicheng
Shopping Mall (“Xicheng”, also known as Taiyuan Clothing City), Jingpin Clothing
City (“Jingpin”), Longma Shopping Mall (“Longma”), and Xindongcheng Clothing
Distribution Mall (“Xindongcheng”) were owned initially by Taiyuan Clothing City
Group (“TCCG”), the predecessor company of TRBT, prior to May,
2003. During the year 2003, these five shopping malls were acquired
by individuals and incorporated as five separate business
entities. In January, 2005, TCCG reacquired 51% ownership of each of
five shopping malls from the individual shareholders and increased its
ownerships to 76.1%.
In
December 2005, TRBT, which is related to Taiyuan Clothing City Group (“TCCG”)
through common ownership, was incorporated. In December 2005, TRBT
acquired all the shares owned by TCCG for the five shopping
malls. All five shopping malls are located in Taiyuan City, Shanxi
Province, China. TRBT leases each shopping mall booth to commercial
tenants conducting business in retail, wholesale and distribution of clothes,
shoes, cosmetics, beddings, etc.
The
accompanying unaudited interim consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission and generally accepted accounting principles for interim financial
reporting. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for fair
presentation have been included. Operating results for the nine-month
period ended September 30, 2008 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2008.
|
NOTE
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis
of consolidation
Under
accounting principles generally accepted in the United States, the share
exchange is considered to be a capital transaction in substance, rather than a
business combination. That is, the share exchange is equivalent to the issuance
of stock by CGDI for the net monetary assets of TRBT, accompanied by a
recapitalization, and is accounted for as a change in capital structure.
Accordingly, the accounting for the share exchange will be identical to that
resulting from a reverse acquisition, except no goodwill will be recorded. Under
reverse takeover accounting, the post reverse acquisition comparative historical
financial statements of the legal acquirer, CGDI, are those of the legal
acquiree which are considered to be the accounting acquirer, TRBT. Shares and
per share amounts stated have been adjusted to reflect the merger.
Given
that TRBT is considered to have acquired CGDI in the reverse acquisition
effective May 7, 2008, and that its capital contributors currently have voting
control of CGDI, the accompanying financial statements and related disclosures
in the notes to financial statements present the financial position as of
September 30, 2008 and December 31, 2007, and the operations for the three
months and nine months ended September 30, 2008, and 2007, of TRBT and its
subsidiaries under the name of CGDI. The reverse acquisition has been recorded
as a recapitalization of CGDI, with the consolidated net assets of TRBT and its
subsidiaries, and net assets CGDI brought forward at their historical bases. The
costs associated with the reverse acquisition have been expensed as
incurred.
Intercompany
accounts and transactions have been eliminated in
consolidation. Certain data in the financial statements of the prior
period has been reclassified to conform to the current period
presentation.
Revenue
recognition and deferred revenue
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 collectability is reasonably assured. The Company recognizes revenue net of
an allowance for estimated returns, at the time the merchandise is sold or
services performed. The allowance for sales returns is estimated based on the
Company’s historical experience. Sales taxes are presented on a net basis
(excluded from revenues and costs). If the Company had any merchandise on
consignment, the related sales from merchandise on consignment would be recorded
when the retailer sold such merchandise. Payments received before all of the
relevant criteria for revenue recognition are satisfied are recorded as deferred
revenue.
The
Company has two major sources of revenue from its shopping mall leasing
business, including rental revenue and management services revenue. Rent
covering the entire leasing period is generally collected up front from the
tenants upon signing the lease agreements, and recorded as deferred revenue.
Rental revenue is then recognized over the respective lease term, generally on a
monthly basis. Deferred revenue is classified as current and non-current based
on the length of maturities. In addition to rental revenue, the Company charges
management services fee from its tenants based on the size of the leasing unit.
Such management services fee is generally collected once a month, or once every
two to three months at certain locations. Fees collected in advance to the
months of services being performed will be deferred and recognized as income in
the later period being earned.
As of
September 30, 2008 and December 31, 2007, current deferred revenue was
$10,149,842 and $9,530,814, whereas non-current deferred revenue was $25,724,975
and $29,501,367, respectively.
Shipping
and handling costs
Amounts
billed to customers in sales transactions related to shipping and handling
represent revenues earned for the goods provided and are included in
sales. Costs of shipping and handling are included in the cost of
goods sold.
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
receivable
We
maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. If the
financial condition of customers were to deteriorate, resulting in an impairment
of their ability to make payments, additional allowances may be
required.
Inventories
The
Company's inventories consist of purchased finished goods, labels and bottles.
Inventories are stated at lower of cost or market. Cost is determined
on the first-in, first-out basis.
Provision
for slow moving and obsolete inventory
We write
down our inventory for estimated unmarketable inventory or obsolescence equal to
the difference between the cost of inventory and the estimated market value
based on assumptions about future demand and market conditions. If actual market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required.
Property
and equipment
Machinery
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 retired 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
automobiles is provided using the straight-line method over 5 to 20 years.
Depreciation of furniture is provided using the straight-line method over 5 to
10 years. Depreciation of machinery and equipments is provided using the
straight-line method over 3 to 30 years. Depreciation of building is provided
using the straight-line method over 30 to 40 years.
Impairment
of 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 September 30, 2008, there were no significant impairments of its
long-lived assets.
Fair
value of financial instruments
Statement
of Financial Accounting Standard 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.
Earnings
per share
The
Company has adopted SFAS No. 128, "Earnings per Share." Earnings per common
share are computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding during the period. As of
September 30, 2008 and December 31, 2007 the Company had common stock warrants
that would have converted into 1,930,000 and 30,000 shares of common stock,
respectively. The terms of the stock warrants allow the shares to be converted
at a conversion price ranging from $0.50 to $7.00 per share, which was above the
average closing price of the Company’s stock during the year 2008. As such, it
is more likely that the warrants would not be converted, which had no dilutive
effect to the earnings per share.
Stock-based
compensation
Effective
January 1, 2006 The Company adopted SFAS No. 123R "Share-Based Payment" ("SFAS
123R"), a revision to SFAS No. 123 "Accounting for Stock-Based Compensation"
("SFAS 123"). Prior to the adoption of SFAS 123R, the Company
accounted for stock options in accordance with APB Opinion No. 25 "Accounting
for Stock Issued to Employees" (the intrinsic value method), and accordingly,
recognized no compensation expense for stock option grants.
Under the
modified prospective approach, the provisions of SFAS 123R apply to new awards
and to awards that were outstanding on January 1, 2006 that are subsequently
modified, repurchased pr cancelled. Under the modified prospective
approach, compensation cost recognized in the year ended December 31, 2006
includes compensation cost for all share-based payments granted prior to, but
not yet vested as of January 1, 2006, based on the grant-date fair value
estimated in accordance with the original provisions of SFAS 123, and the
compensation costs for all share-based payments granted subsequent to January
31, 2006, based on the grant-date fair value estimated in accordance with the
provisions of SFAS 123R. Prior periods were not restated to reflect
the impact of adopting the new standard.
Income
taxes
The
Company utilizes SFAS No. 109 (“SFAS 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 be realized.
The
Company adopted the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes” (“FIN 48”), effective January 1,
2007. FIN 48 was issued to clarify the requirements of SFAS 109
relating to the recognition of income tax benefits. FIN 48 provides a
two-step approach to recognizing and measuring tax benefits when the benefits’
realization is uncertain. The first step is to determine whether the
benefit is to be recognized; the second step is to determine the amount to be
recognized:
|
●
|
Income
tax benefits should be recognized when, based on the technical merits of a
tax position, the entity believes that if a dispute arose with the taxing
authority and were taken to a court of last resort, it is more likely than
not (i.e. a probability of greater than 50 percent) that the tax position
would be sustained as filed; and
|
|
●
|
If
a position is determined to be more likely than not of being sustained,
the reporting enterprise should recognize the largest amount of tax
benefit that is greater than 50 percent likely of being realized upon
ultimate settlement with the taxing
authority.
|
As a
result of the implementation of FIN 48, the Company made a comprehensive review
of its portfolio of tax positions in accordance with recognition standards
established by FIN 48. The Company recognized no material adjustments
to liabilities or stockholders’ equity in lieu of the
implementation. The adoption of FIN 48 did not have a material impact
on the Company’s financial statements.
Segment
reporting
Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure about
Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management
approach model is based on the way a company's management organizes segments
within the company for making operating decisions and assessing
performance. Reportable segments are based on products and services,
geography, legal structure, management structure, or any other manner in which
management disaggregates a company.
Foreign
currency translation and comprehensive income
The
Company accounts for foreign currency translation pursuant to SFAS No. 52,
"Foreign Currency Translation" ("SFAS 52"). The functional currency
of the Company’s shopping mall unit leasing business in China (TRBT) is the
Chinese Yuan Renminbi (CNY). TRBT’s financial statements were
maintained and presented in CNY, which were translated into U.S. Dollars (USD)
in accordance with SFAS 52. Under SFAS 52, all assets and liabilities
are translated at the current exchange rate at the end of each fiscal period,
stockholders’ equity are translated at the historical rates, and income
statement items are translated at the average exchange rates prevailing
throughout the respective periods. Gains or losses on financial
statement translation from foreign currency are recorded as separate components
in the equity section of the balance sheet, under other comprehensive income in
accordance with SFAS No. 130, “Reporting Comprehensive Income”.
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.
Recent
pronouncements
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157 (“SFAS 157”), “Fair Value Measurements”, which is effective for
fiscal years beginning after November 15, 2007 with earlier adoption encouraged.
SFAS 157 defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, and expands disclosures
about fair value measurements. In February 2008, the FASB issued FASB
Staff Position FAS 157-2, Effective Date of FASB Statement No. 157 which delayed
the effective date of SFAS 157 for all non-financial assets and
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis, until January 1, 2009. The
Company has not yet determined the impact the implementation of SFAS 157 will
have on the Company’s non-financial assets and liabilities which are not
recognized or disclosed on a recurring basis. However, the Company does
not anticipate that the full adoption of SFAS 157 will significantly impact
their consolidated financial statements.
In
February 2007, FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for
Financial Assets and Financial Liabilities”. This Statement permits
entities to choose, at specified election dates, to measure eligible financial
assets and liabilities at fair value that are not otherwise required to be
measured at fair value. The objective of SFAS 159 is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The Company adopted SFAS 159 on January 1, 2008, but the
implementation of SFAS 159 did not have a significant impact on the
Company's financial position or results of operations.
In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations” (“SFAS 141R). SFAS 141R changes how a reporting
enterprise accounts for the acquisition of a business. SFAS 141R
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in the acquiree and the
goodwill acquired. SFAS 141R also establishes disclosure requirements to enable
the evaluation of the nature and financial effects of the business
combination. SFAS 141R is effective for fiscal years beginning on or after
December 15, 2008 and early adoption and retrospective application is
prohibited. The Company is currently evaluating the potential impact
of the adoption of SFAS 141R on its consolidated financial position, results
of operations or cash flows.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51. This statement clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. This statement changes the way the consolidated
income statement is presented, thus requiring consolidated net income to be
reported at amounts that include the amounts attributable to both parent and the
noncontrolling interest. This statement is effective for the fiscal years,
and interim periods within those fiscal years, beginning on or after December
15, 2008. The Company is currently evaluating the potential impact of
the adoption of SFAS 160 on its consolidated financial position, results
of operations or cash flows.
In May
2008, FASB issued SFAS No. 162 (“SFAS 162”), “The Hierarchy of Generally
Accepted Accounting Principles”. This Standard identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities
that are presented in conformity with generally accepted accounting
principles. SFAS 162 directs the hierarchy to the entity, rather than
the independent auditors, as the entity is responsible for selecting accounting
principles for financial statements that are presented in conformity with
generally accepted accounting principles. The Standard is effective 60
days following SEC approval of the Public Company Accounting Oversight
Board amendments to remove the hierarchy of generally accepted
accounting principles from the auditing standards. The Company
does not believe this pronouncement will impact its financial
statements.
In April
2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, “Determination of the
Useful Life of Intangible Assets”, which amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under FASB Statement No. 142,
“Goodwill and Other Intangible Assets”. This Staff Position is effective
for financial statements issued for fiscal years beginning after December
15, 2008, and interim periods within those fiscal years. Early adoption is
prohibited. Application of this FSP is not expected to have a
significant impact on the financial statements.
In May
2008, the FASB issued FASB Staff Position (FSP) APB 14-1, “Accounting for
Convertible Debt That May Be Settled in Cash upon Conversion (Including
Partial Cash Settlement)” ("FSP 14-1"). FSP 14-1 will be effective for
financial statements issued for fiscal years beginning after December 15,
2008. The FSP includes guidance that convertible debt instruments that may
be settled in cash upon conversion should be separated between the
liability and equity components, with each component being accounted for in a
manner that will reflect the entity's nonconvertible debt borrowing rate
when interest costs are recognized in subsequent periods. FSP 14-1 is not
currently applicable to the Company since the Company does not have
convertible debt.
In June
2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions are Participating Securities”.
This FSP provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. The Company does
not currently have any share-based awards that would qualify as participating
securities. Therefore, application of this FSP is not expected to
have an effect on the Company's financial reporting.
|
NOTE
3.
|
REVERSE
ACQUISITION
|
On May 7,
2008, CGDI completed the acquisition of TRBT pursuant to the Stock for Stock
Equivalent Exchange Agreement and Plan (the “Exchange Agreement”) among CGDI,
TRBT, and each of the equity owners of TRBT (“TRBT
Shareholders”). Pursuant to the Exchange Agreement, CGDI issued
31,500,000 shares of its common stock, representing 97.3% of CGDI's issued and
outstanding common stock immediately following the acquisition and 1,400,000
warrants exercisable at the rate of one warrant for one common share at a price
of $0.5 per share, in exchange of 80% equity interest in TRBT.
As TRBT
Shareholders have become the majority shareholder of the consolidated entity
comprising CGDI and TRBT, the acquisition has been accounted for as a reverse
acquisition using the purchase method of accounting, where CGDI (the legal
acquirer) is deemed to be the accounting acquiree and TRBT (the legal acquiree)
to be the accounting acquirer. However, the acquisition is also
considered to be a capital transaction in substance as TRBT (a private operating
company) has been merged into CGDI (a public corporation with nominal
non-monetary net assets) with the shareholders of CGDI, the former public
corporation continuing only as passive investors. Hence, the cost of
the acquisition has been measured at the carrying value of the net assets of
CGDI with no goodwill or other intangible being recorded in accordance with the
accounting interpretation and guidance issued by the SEC staff. The
results of CGDI have been consolidated from the date of the
acquisition.
|
NOTE
4.
|
ADVANCES
TO SUPPLIERS
|
Advances
to suppliers amounted to $11,685,044 and $10,885,969 as of September 30, 2008
and December 31, 2007, respectively. The advances mainly included
payments made to purchase a building under an agreement. The title of
the building is in the process of transfer to the Company.
|
NOTE
5.
|
PROPERTY
AND EQUIPMENT
|
At
September 30, 2008 and December 31, 2007, the following were the details of the
property and equipment:
|
|
|
September
30,
2008
|
|
|
December
31,
2007
|
|
|
|
|
|
|
|
|
|
|
Automobiles
|
|
$
|
1,022,325
|
|
|
$
|
889,116
|
|
|
Machinery
& equipment
|
|
|
4,168,861
|
|
|
|
3,888,599
|
|
|
Building
|
|
|
66,193,472
|
|
|
|
62,241,609
|
|
|
Construction
in progress
|
|
|
651,590
|
|
|
|
-
|
|
|
Less: Accumulated
depreciation
|
|
|
(10,985,436
|
)
|
|
|
(8,879,553
|
)
|
|
Net
|
|
$
|
61,050,812
|
|
|
$
|
58,139,771
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
expense for the three months ended September 30, 2008 and 2007 was $553,543 and
$382,119, respectively. Depreciation expense for the nine months
ended September 30, 2008 and 2007 was $1,625,088 and $1,139,958
respectively.
|
NOTE
6.
|
INTANGIBLE
ASSETS
|
The
Company’s five shopping mall subsidiaries under TRBT are located in Taiyuan
City, Shanxi Province, People’s Republic of China. At November, 2005,
the five subsidiaries acquired the right to use the land from the Haozhuang
Village government. Per the People's Republic of China's governmental
regulations, the Government owns all land. The Company has recognized the
amounts paid for the acquisition of rights to use land as intangible asset and
amortizing over a period of 36 to 50 years.
Net
intangible assets at September 30, 2008 and December 31, 2007 were as
follows:
|
|
|
September
30,
|
|
|
December
31,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Rights
to use land
|
|
$
|
11,439,617
|
|
|
$
|
10,756,652
|
|
|
Less
Accumulated amortization
|
|
|
(669,239
|
)
|
|
|
(467,935
|
)
|
|
|
|
$
|
10,770,378
|
|
|
|
10288717
|
|
Amortization
expense for the Company’s intangible assets for the three months ended September
30, 2008 and 2007 was $55,685 and $56,038, respectively. Amortization
expense for the nine months ended September 30, 2008 and 2007 was $166,486 and
$167,174, respectively.
Amortization
expense for the Company’s intangible assets over the next five years is
estimated to be:
|
September
30,
|
|
|
|
|
2009
|
|
$
|
261,761
|
|
|
2010
|
|
|
261,761
|
|
|
2011
|
|
|
261,761
|
|
|
2012
|
|
|
261,761
|
|
|
2013
and thereafter
|
|
|
10,647,643
|
|
|
|
|
$
|
11,694,687
|
|
|
|
|
|
|
|
|
NOTE
7.
|
CONSTRUCTION
PAYABLE
|
As of
September 30, 2008 and December 31, 2007, construction payable amounted to
$2,738,064 and $3,095,639, respectively. The Company’s construction
payable consists primarily of amounts payable for the construction of shopping
mall.
As of
September 30, 2008 and December 31, 2007 loans payable consists the
following:
|
|
|
September
30, 2008
|
|
|
December
31, 2007
|
|
|
|
|
Amount
|
|
|
Annual
Interest Rate
|
|
Amount
|
|
|
Annual
Interest Rate
|
|
|
Outside
parties
|
|
$
|
1,669,316
|
|
|
|
8.37%-10.29%
|
|
|
$
|
1,573,767
|
|
|
|
8.37%-10.29%
|
|
|
Bank
|
|
|
291,583
|
|
|
|
10.29%
|
|
|
|
411,263
|
|
|
|
10.29%
|
|
|
Related
parties
|
|
|
512,526
|
|
|
|
10.29%
|
|
|
|
358,548
|
|
|
|
10.29%
|
|
|
Total
|
|
$
|
2,473,425
|
|
|
|
|
|
|
$
|
2,343,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
payable include the following items:
Loans
payables to outside parties amounted to $1,669,316 and $1,573,767 at September
30, 2008 and December 31, 2007, respectively. These loans are due to
unrelated parties, due within one year, unsecured, and with an annual interest
rate of 8.37% - 10.29%.
Loans
payable to related parties amounted to $512,526 and $358,548 at September 30,
2008 and December 31, 2007, respectively. One of these loans in the
amount of $218,988 is secured by the building of Longma Shopping
Mall. The other ones are unsecured, due within one year, with an
annual interest rate of 10.29%.
Loans
payable to the bank amounted to $291,583 and $411,263 at September 30, 2008 and
December 31, 2007, respectively. This loan is due within one year,
unsecured, and within an annual interest rate of 10.29%.
|
NOTE
9.
|
EQUITY
TRANSACTIONS
|
In April
2006, the Company's Board of Directors adopted the Teeka Tan Products, Inc. 2006
Equity Compensation Plan (the "Plan"). The Company has reserved 10,000,000
shares of its common stock for issuance under the Plan, which was adopted to
provide the Company with flexibility in compensating certain of its sales,
administrative and professional employees and consultants and to conserve its
cash resources. The issuance of shares under the Plan is restricted to persons
who are closely-related to the Company and who provide it with bona fide
services in connection with the sales and marketing of its products or otherwise
in connection with its business as compensation. The eligible participants
include directors, officers, employees and non-employee consultants and
advisors. Management of the Company anticipates that a substantial portion of
the shares available under the Plan will be issued over time as compensation to
its employees and consultants and advisors who provide services in the sales,
marketing and promotion of the Company's products. The Board of Directors has no
present intent to issue any shares under the Plan to members of the Board who
are also the Company's executive officers.
In
October 2006, the Company issued a total of 5,000 common stock options pursuant
to the Plan at an exercise price of $5.00 per share as compensation to an
employee. The fair market value of the options was estimated on the grant date
using the Black-Scholes option pricing model as required under SFAS 123R with
the following weighted average assumptions: expected dividend yield 0%,
volatility 155%, risk-free interest rate of 5.1%, and expected warrant life of
three months. The value of these options was immaterial. The Company received a
$35,000, 4% demand promissory note from the employee. The Company recorded a
subscription receivable in the amount of $25,000 for this demand note. Between
January and February, 2007 the Company received $8,750 in payments on the
subscription receivable. The remaining $16,250 of the subscription receivable
was forgiven by the Company in October 2007.
REVERSE
STOCK SPLIT
On
November 12, 2007, the Company's stockholders approved a 1 for 100 reverse stock
split for its common stock. As a result, stockholders of record at
the close of business on December 13, 2007, received one shares of common stock
for every hundred shares held. Common stock, additional paid-in capital and
share and per share data for prior periods have been restated to reflect the
stock split as if it had occurred at the beginning of the earliest period
presented.
COMMON
STOCK AND WARRANTS
The
Company issued 10,000 warrants on March 13, 2006, at an exercise price of $5.00
per share as partial compensation for licensing fees. The fair market value of
the warrants was estimated on the grant date using the Black-Scholes option
pricing model as required under SFAS 123 with the following weighted average
assumptions: expected dividend yield 0%, volatility 139%, risk-free interest
rate of 4.5%, and expected warrant life of one year. The Company fair valued
these warrants at $78,201. For the three months ended March 31, 2007 the Company
recorded $3,856 of amortization expense associated with the warrants. The
warrants expire on December 31, 2008.
In
November 2006, the Company entered into a one year agreement for certain
investor and public relations services. The Company issued 10,000 shares of
common stock with a fair value of $50,000 on the date of issuance together with
10,000 warrants with exercise price of $5.00 per share, 10,000 warrants with
exercise price of $6.00 and 10,000 warrants with exercise price of $7.00 per
share expiring on January 31, 2008. The fair value of the warrants was estimated
on the grant date using the Black-Scholes option pricing model as required under
SFAS 123 and EITF-96-18 with the following weighted average assumptions:
expected dividend yield 4.91%, volatility 155%, risk-free interest rate of
4.91%, and expected warrant life of nine months. The Company fair valued these
warrants at $56,069. In April 2007 both parties mutually agreed to cancel the
agreement and the public relation firm returned it warrants. During
the three and nine months ended September 30, 2008 and 2007, the Company
expensed $0 and $97,060, respectively, for the unamortized value of the
agreement.
In
February 2007 the Company issued 2,000 shares of common stock for cash proceeds
of $10,000 to an investor.
In March
2007 two executive officers converted a total of $270,833 of accrued salary into
shares of 54,167 shares of common stock at a price of $5.00 per share which was
equal to the fair value of the stock on the date of conversion.
In March
2007 the Company issued 5,000 shares of common stock with a fair value of
$25,000 on the date of issuance to an employee for services. The Company
amortized the value over the one year term of the employee’s employment
agreement. In May 2007 the Company agreed to issue the employee an additional
3,000 share of common stock valued at $9,000 pursuant to his employment
agreement. The Company terminated the employment in June 2007 and has not issued
the employee the common stock. Management has asserted that the employee did not
perform services to earn the common stock. During the nine months ended
September 30, 2008 and 2007, the Company expensed $0 and $21,250, respectively,
for the unamortized value of the common stock received.
In March
2007, the Company issued 2,000 shares of common stock with a fair value of
$10,000 on the date of issuance to a consultant for services.
In March
2007, the Company issued 1,000 shares of common stock with a fair value of
$4,000 on the date of issuance to a consultant for services.
In July
2007, the Company issued 2,000 shares of common stock with a fair value of
$5,600 on the date of issuance to a consultant for services.
On May 7,
2008, the Company completed the reverse acquisition of TRBT pursuant to the
Stock for Stock Equivalent Exchange Agreement and Plan (the “Exchange
Agreement”) among CGDI, TRBT, and each of the equity owners of TRBT (“TRBT
Shareholders”). Pursuant to the Exchange Agreement, CGDI issued
31,500,000 shares of its common stock, representing 97.3% of CGDI's issued and
outstanding common stock immediately following the acquisition and 1,400,000
warrants exercisable at the rate of one warrant for one common share at a price
of $0.5 per share, in exchange of 80% equity interest in TRBT. The
fair value of the warrants was estimated on the grant date using the
Black-Scholes option pricing model as required under SFAS 123 and EITF-96-18
with the following weighted average assumptions: expected dividend yield 0%,
volatility 157.56%, risk-free interest rate of 1.57%, and expected warrant life
of twelve months. The Company fair valued these warrants at
$689,347.
In May
2008, in consideration for services provided, the Company issued to Mirador
Consulting 500,000 warrants exercisable at the rate of one warrant for one share
of its common stock at a price of $1.00 per share expiring on November 5,
2008. The fair value of the warrants was estimated on the grant date
using the Black-Scholes option pricing model as required under SFAS 123 and
EITF-96-18 with the following weighted average assumptions: expected dividend
yield 0%, volatility 157.56%, risk-free interest rate of 1.57%, and expected
warrant life of twelve months. The Company fair valued these warrants at
$191,138.
In June
2008, the Company issued 2,590,934 shares of common stock for the settlement of
the $200,000 convertible debenture previously issued on August 24, 2004 with
interest accrued at 10% per annum amounting to $91,767.
PREFERRED
STOCK
In March
2007 the Company amended its Certificate of Incorporation to authorize a class
of 10,000 shares of blank check preferred stock, par value $0.0001 per share.
Such shares are issuable with such designations, voting powers, if any,
preferences and relative, participating, optional or other special rights, and
such qualifications, limitations and restrictions, as are determined by
resolution of the Company's board of directors.
|
NOTE
10.
|
RELATED
PARTY TRANSACTIONS
|
The
parties primarily refer to the original shareholders of TRBT and entities
related through one common shareholder, who is also a majority shareholder in
all the related entities.
Other
receivables from related parties amounted to $216,753 and $92,634 as of
September 30, 2008 and December 31, 2007, respectively.
Notes
receivable from related party amounted to $145,792 and $137,088 as of September
30, 2008 and December 31, 2007, respectively. Interest receivable
associated with the notes amounted to $9,741 and $9,160 as of September 30, 2008
and December 31, 2007, respectively.
Loans
from related parties amounted to $512,526 and $358,548 as of September 30, 2008
and December 31, 2007, respectively. Interest rates ranged from 8.37%
to 10.29% per annum. All loans mature within one year. One
of these loans in the amount of $218,988 was collateralized by the building of
Longma Shopping Mall.
|
NOTE
11.
|
DISCONTINUED
OPERATIONS
|
During
the third quarter of 2008, the Company planned to exit the business of marketing
and retailing sun care products operated in Florida. On September 1,
2008, the Board of Directors of the Company decided and approved a resolution to
discontinue the operations the sun care product business. The Company
intends to dispose all assets and settle all liabilities of the discontinued
operation in the next twelve-month period.
The
following summarizes the results of discontinued operations for the nine months
ended September 30, 2008:
|
Net
revenue
|
|
$
|
70,162
|
|
|
Costs
and expenses
|
|
|
157,226
|
|
|
|
|
|
|
|
|
Net
loss from discontinued operations
|
|
$
|
(87,064
|
)
|
|
|
|
|
|
|
As of
September 30, 2008, the Company’s assets and liabilities relating to
discontinued operations were as follows:
|
Current
assets
|
|
$
|
43,247
|
|
|
Fixed
assets, net
|
|
|
3,033
|
|
|
Current
liabilities
|
|
|
(75,634
|
)
|
|
|
|
|
|
|
|
Net
liabilities of discontinued operations
|
|
$
|
(29,354
|
)
|
The
Company is registered in the State of Delaware and has operations in primarily
two tax jurisdictions - the PRC and the United States. For certain
operations in the U.S., the Company has incurred net accumulated operating
losses for income tax purposes. The Company believes that it is more
likely than not that these net accumulated operating losses will not be utilized
in the future. Therefore, the Company has provided full valuation
allowance for the deferred tax assets arising from the losses at these locations
as of September 30, 2008 and December 31, 2007. Accordingly, the
Company has no net deferred tax assets.
The
provision for income taxes from continuing operations on income consists of the
following for the nine months ended September 30, 2008 and 2007:
|
|
|
2008
|
|
|
2007
|
|
|
U.S.
Current Income Tax Expense
|
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
|
$
|
-
|
|
|
State
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
PRC
Current Income Tax Expense
|
|
|
69,941
|
|
|
|
45,711
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Provision for Income Tax
|
|
$
|
69,941
|
|
|
$
|
45,711
|
|
The
following is a reconciliation of the statutory tax rate to the effective tax
rate for the nine months ended September 30, 2008 and 2007:
|
|
|
2008
|
|
|
2007
|
|
|
Federal
tax at statutory rate
|
|
|
34%
|
|
|
|
-
|
|
|
State
tax net of federal taxes
|
|
|
6%
|
|
|
|
-
|
|
|
Valuation
allowance
|
|
|
(40%)
|
|
|
|
-
|
|
|
Foreign
income tax – PRC
|
|
|
25%
|
|
|
|
33%
|
|
|
Net
effect of non-taxable income/non-deductible expenses
|
|
|
(23.63%)
|
|
|
|
(31.83%)
|
|
|
Effective
tax rate
|
|
|
1.37%
|
|
|
|
1.17%
|
|
|
|
|
|
|
|
|
|
|
|
United States of
America
The
Company has significant income tax net operating losses (“NOL”) carried forward
from prior years. Due to the change in ownership of more than fifty
percent, the amount of NOL which may be used in any one year will be subject to
a restriction under section 382 of the Internal Revenue Code. Due to
the uncertainty of the realizability of the related deferred tax assets, a
reserve equal to the amount of deferred income taxes has been established at
September 30, 2008. The Company has provided 100% valuation allowance to the
deferred tax assets as of September 30, 2008.
People’s Republic of China
(PRC)
Under the
Enterprise Income Tax (“EIT”) of the PRC, prior to 2007, Chinese enterprises are
generally subject to an income tax at an effective rate of 33% (30% statutory
income taxes plus 3% local income taxes) on income reported in the statutory
financial statements after appropriate tax adjustments, unless the enterprise is
located in a specially designated region for which more favorable effective tax
rates are applicable. Beginning January 1, 2008, the new
EIT law has replaced the existing laws for Domestic Enterprises (“DEs”) and
Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of
25% will replace the 33% rate previously applicable to both DES and
FIEs. The two year tax exemption, six year 50% tax reduction and tax
holiday for production-oriented FIEs will be eliminated. The Company
is currently evaluating the effect of the new EIT law on its financial
position.
The
following table sets forth the significant components of the provision for
income taxes for operation in PRC for the nine months ended September 30, 2008
and 2007:
|
|
|
2008
|
|
|
2007
|
|
|
Net
taxable income
|
|
$
|
279,764
|
|
|
$
|
138,518
|
|
|
Provision
for income taxes at 25% and 33%, respectively
|
|
$
|
69,941
|
|
|
$
|
45,711
|
|
|
|
|
|
|
|
|
|
|
|
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