UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB/A
(Amendment
No. 2)
(Mark
one)
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
|
For
the
quarterly period ended September 30, 2006
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934
|
For
the
transition period from _______________
to _______________
Commission
File Number:
0-26059
CHINA
SKY ONE MEDICAL, INC.
(Exact
Name of small business issuer as specified in its charter)
Nevada
|
87-0430322
|
(State
of Incorporation)
|
(IRS
Employer ID Number)
|
No.
38
Dingxin 3
rd
Street,
Nangang District, Harbin,
Heilongjiang
Province, People’s Republic of China 150001
(Address
of principal executive offices)
86-451-53994073
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name, address and 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 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
o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
o
No
x
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: As of the date of this report, there were
10,929,370 shares of common stock outstanding.
Transitional
Small Business Format: Yes
o
No
x
CHINA
SKY ONE MEDICAL, INC.
Form
10-QSB for the quarter ended September 30, 2006
Table
of Contents
|
Page
|
Part
I - Financial Information
|
|
|
|
Item
1. Financial Statements (As Restated)
|
4
|
|
|
Item
2. Management’s Discussion and Analysis or Plan of
Operation
|
21
|
|
|
Item
3. Controls and Procedures
|
32
|
|
|
Part
II - Other Information
|
|
|
|
Item
1. Legal Proceedings
|
33
|
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
|
|
|
Item
3. Defaults Upon Senior Securities
|
|
|
|
Item
4. Submission of Matters to a Vote of Security Holders
|
|
|
|
Item
5. Other Information
|
|
|
|
Item
6. Exhibits
|
|
EXPLANATORY
NOTE
As
previously announced in a Current Report on Form 8-K (the “Form 8-K”) filed by
China Sky One Medical, Inc. (the “Company”) with the Securities and Exchange
Commission (the “SEC”) on September 18, 2007 (as amended on September 26, 2007),
on approximately May 12, 2007, the Company’s management concluded that the
Company’s previously filed financial statements as of the fiscal year ended
December 31, 2006, and the interim periods ended March 31, 2006, June 30, 2006
and September 30, 2006, should no longer be relied upon due to certain
significant accounting errors. Since that time, the Company has:
|
·
|
filed
with the SEC Amendment No. 1 to its Annual Report on Form 10-KSB
for the
fiscal year ended December 31, 2006, on November 8, 2007;
|
|
·
|
filed with the SEC Amendment No. 1 to its Quarterly
Report on Form 10-QSB for the fiscal quarter ended June 30, 2006,
on
December 18, 2007;
|
|
·
|
filed with the SEC Amendment No. 1 to its Quarterly
Report on Form 10-QSB for the fiscal quarter ended September 30,
2006, on December 18, 2007;
|
|
·
|
determined
that it is not required to file an amended Form 10-QSB for the interim
period ended March 31, 2006, since that fiscal quarter ended prior
to the
consummation of the stock exchange transaction between American California
Pharmaceutical Group, Inc. and the shareholders of Comet Technologies,
Inc. (described in Note 1 of the Notes to the Financial Statements
included in this 10-QSB/A).
|
Amendment
No. 1 to the Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 2006, which amended and restated certain items identified
below with respect to the Form 10-QSB originally filed by the Company with
the
SEC on November 14, 2006 (the “Original Filing”), was filed to reflect the
restatement of the Company’s financial statements for the fiscal quarter ended
September 30, 2006. Detailed information regarding the accounting errors
that
have been corrected is provided in Note 22 of the Notes to the Financial
Statements included in this 10-QSB/A. This Amendment No. 2 to the Quarterly
Report on Form 10-QSB/A merely amends the label to the Financial Statements
to
clarify that the same are indeed “Restated”. Simultaneously herewith, the
Company is filing an amended Form 10-QSB for the interim period ended June
30,
2006 and an amended Form 10-KSB for the fiscal year ended December 31,
2006. The
Company believes that these filings will complete the Company’s obligations to
amend certain of its SEC filings, as set forth in the Form
8-K.
The
Company has attached to this 10-QSB/A updated certifications executed as of
the
date of this Form 10-KSB/A by the Chief Executive Officer and Chief Financial
Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002.
These updated certifications are attached as Exhibits 31.1, 31.2, 32.1 and
32.2
to this 10-QSB/A.
This
Form
10-QSB/A only amends and restates certain information in Part I, Item 1
(Financial Statements) and Item 2 (Management’s Discussion and Analysis or Plan
of Operation), and Part 2, Item 6 (Exhibits), and such amendment and restatement
with respect to Part I, Items 1 and 2 only reflect the restatement of the
financial statements as described above. Except for the foregoing amended and
restated information, this Form 10-QSB/A continues to describe conditions as
of
the date of the Original Filing, and the disclosures contained herein have
not
been updated to reflect events, results or developments that have occurred
after
the Original Filing, or to modify or update those disclosures affected by
subsequent events. Among other things, forward-looking statements made in the
Original Filing have not been revised to reflect events, results or developments
that have occurred or facts that have become known to the Company after the
date
of the Original Filing (other than the restatement), and such forward-looking
statements should be read in their historical context. This Form 10-QSB/A should
be read in conjunction with the Company’s filings made with the SEC subsequent
to the Original Filing, including any amendments to those filings.
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements
China
Sky One Medical, Inc. and Subsidiaries
Condensed
Consolidated Balance Sheet
September
30, 2006
(As
Restated)
(Unaudited)
ASSETS
|
|
|
|
|
Current
Assets
|
|
|
|
Cash
and cash equivalents
|
|
$
|
5,742,310
|
|
Accounts
receivable, net
|
|
|
2,142,080
|
|
Inventories
|
|
|
469,802
|
|
Subscription
receivable
|
|
|
495,000
|
|
Total
current assets
|
|
|
8,849,192
|
|
|
|
|
|
|
Property,
plant and equipment
|
|
|
|
|
Fixed
assets, net of accumulated depreciation
|
|
|
3,733,275
|
|
Land
use rights
|
|
|
510,886
|
|
|
|
|
4,244,161
|
|
|
|
|
|
|
Intangible
assets, net
|
|
|
1,625,129
|
|
|
|
|
|
|
|
|
$
|
14,718,482
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
1,091,951
|
|
Wages
payable
|
|
|
273,346
|
|
Welfare
payable
|
|
|
127,495
|
|
Taxes
Payable
|
|
|
620,572
|
|
Deferred
revenue - government grants
|
|
|
73,009
|
|
Notes
payble
|
|
|
705,255
|
|
Total
current liabilities
|
|
|
2,891,628
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
|
Preferred
stock ($0.001 par value, 5,000,000 shares authorized,
|
|
|
|
|
none
issued and outstanding)
|
|
|
-
|
|
Common
stock ($0.001 par value, 20,000,000 shares authorized,
|
|
|
|
|
10,929,370
issued and outstanding), 934,605 shares unregistered
|
|
|
11,864
|
|
Additional
paid-in capital
|
|
|
6,561,602
|
|
Accumulated
other comprehensive income
|
|
|
156,410
|
|
Retained
earnings
|
|
|
5,096,978
|
|
Total
stockholders' equity
|
|
|
11,826,854
|
|
|
|
|
|
|
|
|
$
|
14,718,482
|
|
The
accompanying notes are an integral part of these financial
statements.
China
Sky One Medical, Inc. and Subsidiaries
Condensed
Consolidated Statements of Operations
For
the Three and Nine Months Ended September 30, 2006
(As
Restated)
and 2005
(Unaudited)
|
|
For
the Three Months
|
|
For
the Nine Months
|
|
|
|
Ended
September 30,
|
|
Ended
September 30,
|
|
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
6,772,575
|
|
$
|
2,268,897
|
|
$
|
15,940,929
|
|
$
|
6,036,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of Goods Sold
|
|
|
2,207,373
|
|
|
720,962
|
|
|
4,402,127
|
|
|
1,816,171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit
|
|
|
4,565,202
|
|
|
1,547,935
|
|
|
11,538,802
|
|
|
4,220,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
|
|
1,883,826
|
|
|
918,356
|
|
|
6,949,649
|
|
|
2,326,783
|
|
Depreciation
and amortization
|
|
|
30,381
|
|
|
20,754
|
|
|
135,394
|
|
|
80,582
|
|
Research
and development
|
|
|
56,086
|
|
|
-
|
|
|
1,989,461
|
|
|
12,280
|
|
Total
operating expenses
|
|
|
1,970,293
|
|
|
939,110
|
|
|
9,074,504
|
|
|
2,419,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income and other income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Interest
expense
|
|
|
(10,952
|
)
|
|
(9,097
|
)
|
|
(28,284
|
)
|
|
(9,221
|
)
|
Total
other income (expense)
|
|
|
(10,952
|
)
|
|
(9,097
|
)
|
|
(28,284
|
)
|
|
(9,221
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income Before Provision for Income Tax
|
|
|
2,583,957
|
|
|
599,728
|
|
|
2,436,014
|
|
|
1,791,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
313,503
|
|
|
98,398
|
|
|
782,169
|
|
|
281,394
|
|
Deferred
|
|
|
468,666
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
782,169
|
|
|
98,398
|
|
|
782,169
|
|
|
281,394
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
$
|
1,801,788
|
|
$
|
501,330
|
|
$
|
1,653,845
|
|
$
|
1,510,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Earnings Per Share
|
|
$
|
0.16
|
|
$
|
0.05
|
|
$
|
0.15
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Weighted Average Shares Outstanding
|
|
|
11,240,905
|
|
|
10,929,370
|
|
|
11,033,215
|
|
|
10,929,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
Earnings Per Share
|
|
$
|
0.16
|
|
$
|
0.05
|
|
$
|
0.15
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
Weighted Average Shares Outstanding
|
|
|
11,240,905
|
|
|
10,929,370
|
|
|
11,033,215
|
|
|
10,929,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Components of Other Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
$
|
1,801,788
|
|
$
|
501,330
|
|
$
|
1,653,845
|
|
$
|
1,510,159
|
|
Foreign
currency translation adjustment
|
|
|
(11,920
|
)
|
|
-
|
|
|
43,468
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
Income
|
|
$
|
1,789,868
|
|
$
|
501,330
|
|
$
|
1,697,313
|
|
$
|
1,510,159
|
|
The
accompanying notes are an integral part of these financial
statements.
China
Sky One Medical, Inc. and Subsidiaries
Consolidated
Statements of Cash Flows
For
the Nine Months Ended September 30, 2006 (As Restated)
and
2005
(Unaudited)
|
|
2006
|
|
2005
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
Net
Income
|
|
$
|
1,653,845
|
|
$
|
1,510,159
|
|
Adjustments
to reconcile net cash provided by operating
activities
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
148,251
|
|
|
80,582
|
|
Share-based
compensation expense
|
|
|
517,990
|
|
|
-
|
|
Deferred
income tax benefit
|
|
|
|
|
|
-
|
|
Net
change in assets and liabilities
|
|
|
|
|
|
|
|
Accounts
receivables and other receivables
|
|
|
(979,948
|
)
|
|
(157,900
|
)
|
Inventories
|
|
|
(88,662
|
)
|
|
270,501
|
|
Prepaid
expenses and other
|
|
|
18,316
|
|
|
1,531
|
|
Accounts
payable and accrued liabilities
|
|
|
368,487
|
|
|
(950,415
|
)
|
Wages
payable
|
|
|
150,703
|
|
|
87,501
|
|
Welfare
payable
|
|
|
29,750
|
|
|
22,204
|
|
Taxes
payable
|
|
|
474,951
|
|
|
169,820
|
|
Deferred
revenue
|
|
|
17,227
|
|
|
(45,552
|
)
|
|
|
|
|
|
|
|
|
Net
cash (used in) provided by operating activities
|
|
|
2,310,910
|
|
|
988,431
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
|
Purchases
of fixed assets
|
|
|
(374,072
|
)
|
|
(35,718
|
)
|
Purchase
of intangible assets
|
|
|
(1,219,576
|
)
|
|
(428,159
|
)
|
|
|
|
|
|
|
|
|
Net
cash (used in) investing activities
|
|
|
(1,593,648
|
)
|
|
(463,877
|
)
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
Sale
of common stock for cash
|
|
|
1,658,871
|
|
|
-
|
|
Proceed
from short-term loans
|
|
|
329,988
|
|
|
493,212
|
|
Payment
on short-term loans
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
1,988,859
|
|
|
493,212
|
|
|
|
|
|
|
|
|
|
Effect
of exchange rate
|
|
|
98,856
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Net
increase in cash
|
|
|
2,804,977
|
|
|
1,017,766
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of year
|
|
|
2,937,333
|
|
|
1,919,567
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of year
|
|
$
|
5,742,310
|
|
$
|
2,937,333
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
28,284
|
|
$
|
9,221
|
|
Taxes
paid
|
|
$
|
-
|
|
$
|
-
|
|
Construction
in progress transferred to fixed assets
|
|
$
|
2,776,700
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial
statements.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
1.
Description of Business
On
May
11, 2006, American California Pharmaceutical Group, Inc. (“ACPG”) entered into a
Stock Exchange Agreement (the “Exchange Agreement”) with the shareholders of
Comet Technologies, Inc., a Nevada corporation (“Comet”). The terms of the
Exchange Agreement were consummated and the transaction was closed on May
30,
2006. As a result of the transaction, Comet issued a total of 10,193,377
shares of its common voting stock to the stockholders of ACPG, in exchange
for
100% of the capital stock of ACPG. The common shares were issued in
reliance on the exemption from registration set forth in Section 4(2) of
the
Securities Act of 1933 as amended and Regulation D thereunder.
The
Exchange Agreement was determined through negotiations between ACPG and Comet
representatives. Prior to the transaction, there were no material
relationships between the Company and Comet or any of their respective
affiliates, directors or officers or any associates of such offices or
directors.
As
a
result of the closing of the Exchange Agreement (“Closing”), there has been a
change in voting control of Comet. The original shareholders of ACPG now
hold a total of 10,193,377 shares of common stock of ACPG, or approximately
93%
of the outstanding common stock of Comet, and the former Comet shareholders
now
hold a total of 735,993 shares of common stock, or 7% of the outstanding
common
stock, including stock granted under a consulting agreement to Comet’s two
current officers, who resigned as officers and directors at the closing.
In addition, Comet had a total of 31,250 shares issuable under outstanding
options and warrants.
On
July
26, 2006, the change in the name of the reporting company from "Comet
Technologies, Inc." to "China Sky One Medical, Inc.," became effective. The
name
change was previously disclosed through an Information Statement distributed
to
the stockholders of the reporting company pursuant to Regulation 14C adopted
under the Securities Exchange Act of 1934. At the time of the name change,
the
trading symbol of the reporting company on the OTC Bulletin Board changed
to
"CSKI."
ACPG
was
incorporated on December 16, 2003, in the State of California, under the
name QQ
Group, Inc. On December 8, 2005, ACPG completed its merger with TDR and its
subsidiaries, pursuant to an Agreement dated as of December 8, 2005, between
ACPG and TDR. The merger was approved by both companys’ stockholders on
December 8, 2005. ACPG exchanged 100% of its issued and outstanding common
stock
for 100% of the issued and outstanding shares of common stock of TDR and
its
subsidiaries.
ACPG
is a
holding company, and has no revenue and nominal expenses related to its status
as a public reporting company and to its ownership interest in TDR and its
subsidiaries.
TDR,
formerly known as Harbin City Tian Di Ren Medical Co., was originally formed
in
1994 and maintained its principal executive office in Harbin City of
Heilongjiang Province, the People’s Republic of China (“PRC”). TDR was
reorganized and incorporated as a limited liability company on December 29,
2000
pursuant to “Corporation Laws and Regulations” of the People’s Republic of China
with an authorized capital of $1,330,314 (RMB11.015 million). TDR has two
wholly-owned subsidiaries, Harbin First Bio-Engineering Company Limited
(“First”) and Kangxi Medical Care Product Factory (“Kangxi”). Kangxi
merged with First on July 31, 2006.
For
convenience purposes in this report, the term “TDR,” may be used to refer to
Harbin Tian Di Ren Medical Science and Technology Company and its subsidiaries,
except where otherwise indicated. Similarly, the term the “Company” refers
to ACPG and the subsidiaries combined.
TDR
operates in the over-the-counter pharmaceutical product market segments.
It
commenced its business in the sale of branded nutritional supplements and
over-the-counter pharmaceutical products in Heilongjiang Province. TDR has
subsequently evolved into an integrated manufacturer, marketer, and distributor
of external use natural Chinese medicine products sold primarily to and through
domestic pharmaceutical chain stores.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
Kangxi,
a
wholly-owned subsidiary of TDR, was formed on July 20, 2001, in the City
of
Harbin of Heilongjiang Province, in the PRC, with an authorized capital of
$60,386 (RMB500,000). Kangxi manufactures and sells branded external use
Chinese
medicine and other natural products under the registered trademark “Kangxi.”
Kangxi produces the products and sells its products to TDR for
distribution and resell. It has six (6) product lines: spray, ointment,
powder, patch, cream, and miscellaneous health and beauty products. Kangxi
has become one of the leading external use Chinese medicine factories with
a
full range of product lines and development capacity. On August 1, 2006,
Kangxi merged with First. Following the merger, Kangxi’s business
activities continued through First.
First
was
formed in Heilongjiang Province, in the PRC on September 26, 2003, with an
authorized capital of $241,546 (RMB2 million). First has been a wholly
owned subsidiary of TDR since its inception. First focuses on research and
development pertaining to the use of natural medicinal plants and biological
technology products such as New Endothelin-1. First is one of the first
companies in Heilongjiang Province conducting research and development of
high
technology biological products. Its facility is now under final inspection
by
the Chinese State Food and Drug Administration ("SFDA") for the qualification
as
a certified GMP production facility.
The
SFDA
of the Government of the PRC issues the licenses and permits for permission
to
market and manufacture pharmaceutical products in the PRC.
2.
Basis
of Preparation of Financial Statements
Principles
of Consolidation - The consolidated financial statements include the accounts
of
the Company and its subsidiaries, ACPG, TDR, Kangxi, and First. All
inter-company transactions and balances were eliminated.
These
financial statements are stated in U.S. Dollars and have been prepared in
accordance with accounting principles generally accepted in the United States
of
America. This basis of accounting differs from that used under applicable
accounting requirements in the PRC. No material adjustment was required.
Certain amounts in prior years have been reclassified to conform to current
year's classification.
3.
Summary of Significant Accounting Policies
Use
of estimates
- The
preparation of these financial statements in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported amounts
of
assets and liabilities, disclosure of contingent assets and liabilities at
the
dates of the financial statements, and the reported amounts of revenues and
expenses during the reported periods.
Significant
estimates included values and lives assigned to acquire intangible assets,
reserves for customer returns and allowances, uncollectible accounts receivable,
and slow moving and/or obsolete/damaged inventory. Actual results may differ
from these estimates.
Net
income per share
-
The
Company computes net income per share in accordance with Statement of Financial
Accounting Standards No. 128,
Earnings
Per Share
.
Net
income per share is based upon the weighted average number of common shares
outstanding during the period. Diluted income per share is equivalent to
basic
net income per share for all periods presented herein because common equivalent
shares from unexercised stock options.
Cash
and cash equivalents -
The
Company
considers all highly liquid debt instruments purchased with maturity period
of
three months or less to be cash equivalents. The carrying amounts reported
in
the accompanying consolidated balance sheet for cash and cash equivalents
approximate their fair value.
Accounts
receivable -
Accounts
receivable are stated at net realizable value, net of an allowance for doubtful
accounts. Provision of allowance is made for estimated bad debts based on
a
periodic analysis of individual customer balances including an evaluation
of
days of sales outstanding, payment history, recent payment trends, and perceived
credit worthiness.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
Prepaid
Account -
Prepaid
account included advances to employees, that included cash prepaid to employees
for their travel,
entertainment
and transportation expenditures.
Inventories
-
Inventories were accounted for using the first-in, first-out method and included
freight-in, materials, packing materials, labor, and overhead costs. Values
stated were at the lower of cost or market while cost was determined by a
moving
weighted average. Provisions were made for slow moving, obsolete and/or damaged
inventory based on a periodic analysis of individual inventory items including
an evaluation of historical usage and/or movement, age, expiration date,
and
general conditions.
Property
and equipment
-
Property and equipment are stated at the historical cost less accumulated
depreciation. Depreciation on property, plant, and equipment is provided
using
the straight-line method over the estimated useful lives of the assets. An
estimated residual value of 5% of cost or valuation was made for each items
for
both financial and income tax reporting purposes. The estimated lengths of
useful lives are as follows:
Buildings
|
|
|
30
years
|
|
Land
use rights (no depreciation)
|
|
|
50
years
|
|
Furniture
& Fixtures
|
|
|
7
years
|
|
Equipment
|
|
|
7
years
|
|
Vehicles
|
|
|
10
years
|
|
Motor
vehicles
|
|
|
5
years
|
|
Machineries
|
|
|
10
years
|
|
Expenditures
for renewals and betterments were capitalized while repairs and maintenance
costs were normally charged to the statement of operations in the year
in which
they were incurred. In situations where it can be clearly demonstrated
that the
expenditure has resulted in an increase in the future economic benefits
expected
to obtain from the use of the asset, the expenditure is capitalized as
an
additional cost of the asset. Upon sale or disposal of an asset, the historical
cost and related accumulated depreciation or amortization of such asset
were
removed from their respective accounts, and any gain or loss was recorded
in the
Consolidated Statements of Operations.
Property
and equipment are evaluated for impairment in value annually or whenever
an
event or change in circumstances indicates that the carrying values may
not be
recoverable. If such an event or change in circumstances occurs and potential
impairment is indicated because the carrying values exceed the estimated
future
undiscounted cash flows of the asset, the Company would measure the impairment
loss as the amount by which the carrying value of the asset exceeds its
fair
vale.
Construction-in-progress
-
Properties currently under development are accounted for as
construction-in-progress. Construction-in-progress is recorded at acquisition
cost, including land rights cost, development expenditure, professional
fees,
and the interest expenses for the purpose of financing the project capitalized
during the course of construction.
Upon
completion and readiness for use of the project, the cost of
construction-in-progress is to be transferred to the facility. In the case
of
construction-in-progress, management takes into consideration the estimated
cost
to complete the project when making the lower of cost or market
calculation.
Intangible
assets -
TDR
purchased intangible assets that are beneficial to its product development
processes and some secret Chinese medicine formulas with exclusive right
to the
formulas. Those identifiable intangible assets having indefinite useful
economic
lives supported by clearly identifiable cash flows are not subject to regular
periodic amortization. Instead, the carrying amount of the intangible is
to be
tested for impairment annually. Testing would be conducted again between
annual tests if events or circumstances warrant such a test. An impairment
loss
is recognized if the carrying amount exceeds the fair value. Furthermore,
amortization of the asset is to commence when evidence suggests that its
useful
economic life is no longer deemed indefinite.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
Intangible
assets are accounted for in accordance with Statement of Financial Accounting
Standards No. 142,
Goodwill
and Other Intangible Assets
(“SFAS
142”). Intangible assets with finite useful lives are amortized while intangible
assets with indefinite useful lives are not amortized. As prescribed by
SFAS
142, goodwill and intangible assets are tested periodically for impairment.
The
Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal
of
Long- Lived Assets," effective January 1, 2002. Accordingly, the Company
reviews
its long-lived assets, including property and equipment and finite-lived
intangible assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be fully recoverable.
To
determine recoverability of its long-lived assets, the Company evaluates
the
probability that future undiscounted net cash flows will be less than the
carrying amount of the assets. Impairment costs, if any, are measured by
comparing the carrying amount of the related assets to their fair
value.
Foreign
currency translation
-These
financial statements have been prepared in U.S. dollars. ACPG is only a
holding company; it has no revenues and only nominal expenses, which are
related
to its status as a public reporting company and its ownership interest
in TDR
and subsidiaries. The functional currency for TDR and its subsidiaries
is
denominated in “Renminbi” (“RMB”) or “Yuan”. TDR maintains its books and
accounting records in Renminbi ("RMB"), the currency of the primary economic
environment in which the entities operate. FASB Statement of Financial
Accounting Standards No. 52, “Foreign Currency Translation” requires
differentials to be calculated and allocated using the current rate method
if
the foreign entity’s functional and local currencies are the same.
Non-monetary assets and liabilities are translated at historical exchange
rates. Monetary assets and liabilities are translated at the exchange
rates in effect at the end of the year. The income statement accounts are
translated at average exchange rates. The conversion gains and losses are
not recognized in the income statement under the functional currency approach.
They
are
accumulated in a separate account in stockholders’ equity (i.e., the cumulative
foreign exchange translation adjustments account). This treatment is based
on
the FASB’s view that translation gains or losses are not directly related to the
foreign entities’ operating cash flows. As a result, the Company recognized in
equity the effect of currency translation in the amount of
$156,410.
Revenue
recognition
-
Revenue is recognized in accordance with Staff Accounting Bulletin No. 104,
Revenue Recognition, which states that revenue should be recognized when
the
following criteria are met: (1) persuasive evidence of an arrangement
exists; (2) the product has been shipped and the customer takes ownership
and assumes the risk of loss; (3) the selling price is fixed or
determinable; and (4) collection of the resulting receivable is reasonably
assured. The Company believes that these criteria are satisfied upon shipment
from its facilities. Revenue is reduced by provisions for estimated returns
and
allowances as well as specific known claims, if any, which are based on
historical averages that have not varied significantly for the periods
presented.
The
Company occasionally applies to various government agencies for research
grants.
Revenue from such research grants is recognized when earned. In situations
where
TDR receives payment in advance for the performance of research and development
services, such amounts are deferred and recognized as revenue as the related
services are performed. Such revenues, which are not refundable, generally
do not involve difficult, subjective or complex judgments. The government
grants
that require the completion of certain objectives in the research and/or
development processes are recognized as revenue when specific objectives
were
met. This sometimes requires management to judge whether or not a milestone
has
been met, and when it should be recognized in the financial statements.
The
Company does not have revenue from such grants for the three months period
ended
September 30, 2006.
Interest
income is recognized when earned, taking into account the average principal
amounts outstanding and the interest rates applicable.
Research
and development
—Research
and development expenses include the costs associated with the Company’s
internal research and development as well as research and development conducted
by third parties. These costs primarily consist of salaries, clinical trials,
outside consultants, and materials. All research and development costs
discussed
above are expensed as incurred.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
Advertising
—The
Company expensed advertising costs the first time the respective advertising
took place. The total advertising expenses incurred for the three months
period ended September 30, 2006 was $462,737.
Taxation
- Income
taxes are computed using the asset and liability method. Under the asset
and
liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases
of assets
and liabilities and are measured using the currently enacted tax rates
and laws.
A valuation allowance is provided for the amount of deferred tax assets
that,
based on available evidence, are not expected to be realized.
Provision
for the PRC’s enterprise income tax is calculated at the prevailing rate based
on the estimated assessable profits less available tax relief for losses
brought
forward.
Enterprise
income tax
Under
the
Provisional Regulations of The People’s Republic of China Concerning Income Tax
on Enterprises promulgated by the PRC, income tax is payable by enterprises
at a
rate of 33% of their taxable income. Preferential tax treatment may, however,
be
granted pursuant to any law or regulations from time to time promulgated
by the
State Council.
According
to “Enterprise Income Tax and Certain Preferential Policies Notice” published by
the Ministry of Finance and the National Tax Affairs Bureau, if the enterprise
is authorized by the State Council as a special entity, the enterprise
income
tax rate is reduced to 15%. The income tax rate for both TDR and Kangxi
is 15%
based on State Council approval.
The
High-Tech Industrial Development District was established in China to accelerate
the development and industrialization of high-tech industries in some economic
zones of the PRC. In order to create unique incentives for companies to
locate
in the High-Tech Industrial Development District, favorable corporate income
tax
rates have been established.
The
companies that have chosen to locate in the High-Tech Industrial Development
District will be levied at 15 percent annually. Newly founded high-technology
enterprises, including First, will enjoy an exemption from income tax for
2
years from the first year of operation.
Enterprise
income tax (“EIT”) is provided on the basis of the statutory profit for
financial reporting purposes, adjusted for income and expense items, which
are
not assessable or deductible for income tax purposes.
Value
added tax
The
Provisional Regulations of The People’s Republic of China Concerning Value Added
Tax promulgated by the State Council came into effect on January 1, 1994.
Under
these regulations and the Implementing Rules of the Provisional Regulations
of
the PRC Concerning Value Added Tax, value added tax is imposed on goods
sold in
or imported into the PRC and on processing, repair and replacement services
provided within the PRC.
Value
added tax payable in The PRC is charged on an aggregated basis at a rate
of 13%
or 17% (depending on the type of goods involved) on the full price collected
for
the goods sold or, in the case of taxable services provided, at a rate
of 17% on
the charges for the taxable services provided, but excluding, in respect
of both
goods and services, any amount paid in respect of value added tax included
in
the price or charges, and less any deductible value added tax already paid
by
the taxpayer on purchases of goods and services in the same financial
year.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
According
to “Agriculture Product Value Added Tax Rate Adjustment and Certain Items’ Value
Added Tax Waiver” published by the Ministry of Finance and the National Tax
Affairs Bureau, the value added tax for agriculture related products
is to be
taxed at 13%. Furthermore, traditional Chinese medicine and medicinal
plant are
by definition agriculture related products.
Contingent
liabilities and contingent assets
-
A
contingent liability is a possible obligation that arises from past events
and
whose existence will only be confirmed by the occurrence or non-occurrence
of
one or more uncertain future events not wholly within the control of
the
Company. It can also be a present obligation arising from past events
that is
not recognized because it is not probable that outflow of economic resources
will be required or the amount of obligation cannot be measured
reliably.
A
contingent liability is not recognized but is disclosed in the notes
to the
financial statements. When a change in the probability of an outflow
occurs so
that the outflow is probable, they will then be recognized.
A
contingent asset is a possible asset that arises from past events and
whose
existence will be confirmed only by the occurrence or non-occurrence
of one or
more uncertain events not wholly within the control of the Company.
Contingent
assets are not recognized but are disclosed in the notes to the financial
statements when an inflow of economic benefits is probable. When inflow
is
virtually certain, an asset is recognized.
Related
companies
-
A
related company is a company in which the director has beneficial interests
in
and in which the Company has significant influence.
Retirement
benefit costs
-
According to the PRC regulations on pension plans, the Company contributes
to a
defined contribution retirement plan organized by municipal government
in the
province in which the Company was registered and all qualified employees
are
eligible to participate in the plan.
Contributions
to the pension or retirement plan are calculated at 23.5% of the employees’
salaries above a fixed threshold amount. The employees contribute 2% to 8%
to the pension plan, and the Company contributes the balance contribution
of
21.5% to 15.5%. The Company has no other material obligation for the
payment of
retirement benefits beyond the annual contributions under this
plan.
Fair
value of financial instruments -
The
carrying amounts of certain financial instruments, including cash, accounts
receivable, commercial notes receivable, other receivables, accounts
payable,
commercial notes payable, accrued expenses, and other payables approximate
their
fair values as at September 30, 2006 because of the relatively short-term
maturity of these instruments.
Recent
accounting pronouncements
- In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157,
Fair
Value Measurements
(“Statement No. 157”). The standard provides enhanced guidance for using
fair value to measure assets and liabilities and also responds to investors’
requests for expanded information about the extent to which companies
measure
assets and liabilities at fair value, the information used to measure
fair
value, and the effect of fair value measurements on earnings. While the
standard applies whenever other standards require (or permit) assets
or
liabilities to be measured at fair value, it does not expand the use
of fair
value in any new circumstances. Statement No. 157 is effective for
financial statements issued for fiscal years beginning after November
15, 2007,
and interim periods within those fiscal years. Management of the Company
is
evaluating the impact of this standard, but does not anticipate that
it will
have a significant impact on its financial statements.
In
September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements
in
Current Year Financial Statements (“SAB No. 108”). This bulletin expresses
the Staff’s views regarding the process of quantifying financial statement
misstatements. The interpretations in this bulletin were issued to address
diversity in practice in quantifying financial statement misstatements
and the
potential under current practice for the accumulation of improper amounts
on the
balance sheet. SAB No. 108 is effective for annual financial statements
starting with the year ending December 31, 2006.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
The
Company is evaluating the impact of this bulletin and based on current
information, the Company does not believe that it will have a material
impact on
its financial statements.
In
July
2006, the FASB issued Financial Accounting Standards Board Interpretation
No.
48,
Accounting
for Uncertainty in Income Taxes, an Interpretation of FASB Statement
No. 109,
Accounting for Income Taxes
(“FIN
No. 48”). This interpretation creates a single model to address uncertainty
in
tax positions. FIN 48 clarifies the accounting for income taxes by prescribing
the minimum recognition threshold a tax position is required to meet
before
being recognized in the financial statements. The interpretation also
provides
guidance on derecognition, measurement, classification, interest and
penalties,
accounting in interim periods, disclosure, and transition. FIN 48 is
effective for years beginning after December 15, 2006. Management of
the Company
is evaluating the impact of this pronouncement, but does not anticipate
that it
will have a significant impact on its financial statements.
4.
Concentrations of Business and Credit Risk
Substantially
all of the Company’s bank accounts are in banks located in the PRC and are not
covered by any type of protection similar to that provided by the FDIC
on funds
held in U.S banks. The Company places its cash in high credit quality
financial
institutions.
The
Company obtains detailed credit evaluations of customers generally without
requiring collateral, and establishes credit limits as required. Exposure
to
losses on receivables is principally dependent on each customer’s financial
condition. The Company continuously monitors collections and payments
from its
customers and maintains an allowance for estimated credit losses based
on the
creditworthiness of each customer as well as any specific customer collection
issues are identified.
Concentration
of credit risk with respect to trade receivables is limited due to the
Company's
large number of diverse customers in different locations in China. The
Company
does not require collateral or other security to support financial instruments
subject to credit risk. Ninety percent (90%) of the Company’s accounts
receivable are less than 60 days in arrears. While such credit issues
have not
been significant, there can be no assurance that the Company will continue
to
experience the same level of credit losses in the future.
The
Company is operating in China, which may give rise to significant foreign
currency risks from fluctuations and the degree of volatility of foreign
exchange rates between U.S. dollars and the Chinese currency RMB.
5.
Cash and Cash Equivalents
As
of
September 30, 2006, Cash and Cash Equivalents consist of the
following:
|
|
September
30, 2006
(As
Restated)
|
|
Cash
and Cash Equivalents
|
|
|
|
Cash
on Hand
|
|
$
|
5,397
|
|
Bank
Deposits
|
|
|
5,736,913
|
|
Total
Cash and Cash Equivalents
|
|
$
|
5,742,310
|
|
6.
Accounts Receivable
As
of
September 30, 2006, Accounts Receivable totaled $2,142,080, net of Provisions
for Doubtful Accounts. Ninety percent (90%) of the Company’s receivable are less
than 60 days in arrears.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
|
|
September
30, 2006
|
|
Accounts
Receivable
|
|
|
|
Trade
receivables
|
|
$
|
2,142,080
|
|
Allowance
for doubtful accounts
|
|
|
-
|
|
Total
Accounts Receivable
|
|
$
|
2,142,080
|
|
7.
Inventories
The
Company values its inventories at the lower of cost and market method.
Inventories are accounted for using the first-in, first-out method. Inventories
in the balance sheet include packing materials, raw materials, supplemental
materials, work-in-process, and finished products.
As
of
September 30, 2006, Inventories consist of the following:
|
|
September
30, 2006
|
|
Inventory
|
|
|
|
Raw
Material
|
|
$
|
113,826
|
|
Parts
and Supplies
|
|
|
156,907
|
|
Work-in-Process
|
|
|
144,038
|
|
Finished
Products
|
|
|
55,031
|
|
Total
Inventory
|
|
$
|
469,802
|
|
8.
Subscription Receivable
In
the
quarter ended September 30, 2006, Company commenced a private offering
to U.S.
purchasers under Rule 506 of Regulation D, and a separate offering to foreign
investors pursuant to Regulation S, resulting in the sale of a total of
$3,000,000 in Units, consisting of common stock and warrants. As of
September 30, 2006, the Company sold a total of 162.54 Units at a price
of
$15,000 per Unit, each Unit consisting of 5,000 shares at a price of $3.00
per
share, and warrants to purchase 2,500 shares of common stock at $3.50 per
share.
As a result, the Company sold a total of 812,700 shares of the Company’s
common stock in the total amount of $2,438,100 as of September 30, 2006.
At September 30, 2006, the Company had received $1,943,100 with a balance
of $495,000 receivable. The 812,700 shares of common stock are
unregistered. In connection with the offering, the Company incurred other
offering expenses of $285,062. The net cash proceeds from the offering
were
$2,153,038 as of September 30, 2006. Subsequent to September 30, 2006, the
Company sold the remainder of Units (See Note 21).
In
connection with the private placement, the Company also granted the placement
agent, American Eastern Securities, Inc., a warrant to purchase up to $300,000
in Units sold in the private offerings, entitling American Eastern Securities,
Inc. to purchase a total of 100,000 shares at a price of $3.00 per share,
and
warrants to purchase an additional 50,000 shares at a price of $3.50 per
share
on or before October 10, 2008. As of September 30, 2006, 162.54 Units had
been completed. Therefore, American Eastern Securities, Inc., was entitled
to 81,270 shares of common stock at a price of $3.00 per share and warrants
to
purchase 40,635 additional shares of common stock at a price of $3.50.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
9.
Property and Equipment
All
of
TDR’s and its subsidiaries’ buildings and fixed assets are located in the PRC
and the land is used pursuant to a land use right granted by the PRC for
50
years commencing in 1995. As of September 30, 2006, Property and Equipment
consist of the following:
|
|
September
30, 2006
|
|
Property
and Equipment
|
|
|
|
Buildings
|
|
$
|
2,529,091
|
|
Automobiles
|
|
|
133,998
|
|
Furniture
and Fixtures
|
|
|
9,216
|
|
Equipment
and Machinery
|
|
|
1,361,008
|
|
Total
Property and Equipment
|
|
|
4,033,313
|
|
Less:
Accumulated Depreciation
|
|
|
(300,038
|
)
|
Property
and Equipment, Net
|
|
$
|
3,733,275
|
|
For
the
three months period ended September 30, 2006, depreciation expenses totaled
$25,492.
10.
Intangible
Assets
As
of
September 30, 2006, the Company’s Intangible Assets consist of the
following:
|
|
September
30, 2006
|
|
Intangible
Assets
|
|
|
|
Patents
|
|
$
|
1,786,084
|
|
Less
accumulated amortization
|
|
|
(160,955
|
)
|
Total
Intangible Assets
|
|
$
|
1,625,129
|
|
11.
Accounts Payable and Accrued Expense
As
of
September 30, 2006, Accounts Payable and Accrued Expense is
$1,091,951.
|
|
September
30, 2006
|
|
Accounts
Payable and Accrued Expense
|
|
|
|
Accounts
Payable
|
|
$
|
649,792
|
|
Accrued
Expense
|
|
|
442,159
|
|
Total
Accounts Payable and Accrued Expense
|
|
$
|
1,091,951
|
|
12.
Short-Term Loan
Bank
Loan
TDR
has
secured a loan with a bank in the amount of $505,255, which bears monthly
interest at a rate of 0.6825%, and is secured by real property that has
an
estimated value of $619,988. The loan is also personally guaranteed by
Yanqing Liu, the Company’s President and a principal shareholder. The loan
is due on its maturity date on June 22, 2007. During the three
months period ended September 30, 2006, TDR incurred $10,952 of interest
expenses associated with this loan.
Promissory
Note Conversion
On
August
3, 2006, ACPG signed a convertible promissory note (the “Note”) with Luminus
Capital Management, Ltd. (“Luminus”), in the amount of $200,000. The Note
bears interest at 6.5% per annum with a maturity date of August 3, 2007,
and is
payable upon maturity or conversion of the Note.
On
October 3, 2006, the Company announced that Luminus served notice to convert
the
Note into common shares at a price of $2.00 per share. The Note (including
accrued interest) was converted on October 3, 2006, to approximately 100,000
shares of common stock.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
13.
Taxes Payable
As
of
September 30, 2006, Taxes Payable consists of the following:
|
|
September
30, 2006
|
|
Taxes
Payable
|
|
|
|
Value
Added Tax
|
|
$
|
263,973
|
|
Enterprise
Income Tax
|
|
|
317,524
|
|
City
Tax
|
|
|
17,810
|
|
Education
Surtax
|
|
|
10,560
|
|
Flood
Preventing & Public Security Ensure Fee
|
|
|
1,912
|
|
Payroll
Tax
|
|
|
8,793
|
|
Total
Taxes Payable
|
|
$
|
620,572
|
|
14.
Deferred Revenue - Government Grant
The
Company received several federal government grants supporting the facility
construction, research, development, and production of medicines. These
grants were nonrefundable to the State once awarded as long as the grants
are
used in the areas requested by the grants. First used these federal grants
to fund research and development projects, build infrastructure for development
and/or manufacturing of medicines, and other activities that are within
the
scope of grants. The remainder of the grants is deferred to the following
years for qualified research and development activities. All the completed
projects and activities funded by the government grants were reported to
and
approved by the funding agencies for qualification of future grants. For
the three months period ended September 30, 2006, the Company deferred
$73,009
of such federal grants.
15.
Income Taxes
TDR
was
incorporated in the PRC which is governed by the Income Tax Law of the
PRC
concerning Enterprises and various local income tax laws (the “Income Tax
Laws"). Under the Income Tax Laws, enterprises generally are subject to
an
income tax at an effective rate of 33% (30% state income taxes plus 3%
local
income taxes) on income as reported in their statutory financial statements
after appropriate tax adjustments unless the enterprise is located in specially
designated regions or cities for which more favorable effective rates apply.
As of September 30, 2006, TDR has attained profitable operations for tax
purposes. TDR and Kangxi are the enterprises authorized by the State Council
as
special entities; consequently, the enterprise income tax rate is reduced
to
15%.
First
elected to locate in the province designated as the High-Tech Industrial
Development District, which is levied at 15 percent annually. However,
First,
considered as a newly founded high-tech enterprise, is enjoying exemption
from
income tax for 2 years from the first year of operation commencing with
profits,
and thereafter with a 50% exemption for the next three years.
A
reconciliation of the federal statutory income tax to the Company's effective
income tax rate for the nine month period ended September 30, 2006 is as
follows:
|
|
September
30, 2006
|
|
|
|
|
|
Income
before tax provision
|
|
$
|
2,436,014
|
|
Expenses
were not deductible for taxation purposes
|
|
|
2,778,446
|
|
Tax
charges for the three months period ended September 30,
2006
|
|
$
|
782,169
|
|
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
The
statutory tax rate represents the amount provided at the rate of 15% of
favorable rate on the estimated assessable profits of the year. Deferred
taxation has not been provided as there are no significant temporary
differences.
16.
Related Party Transactions
Yanqing
Liu and Xiaoyan Han, officers and majority shareholders of TDR, owned 100%
common stock of ACPG prior to the merger with TDR described in Note 1.
Kangxi,
the 100% owned subsidiary, sells products to TDR. Prior to the merger with
First, the related party sales between TDR and Kangxi were $477,331, which
was
eliminated from the consolidated financial statements. During the three-month
period ended September 30, 2006, First also incurred related party sales
with
TDR in the amount of $201,664 that were also eliminated from the consolidated
financial statements.
The
amounts due from (to) related parties as of September 30, 2006 are as
follows:
Name
|
|
Balance
at 9/30/2006
|
|
Maximum
Outstanding Balance During the Year
|
|
Security
Held
|
|
|
|
|
|
|
|
First
- 100% owned Subsidiary
|
|
$
13,645,500
|
|
$13,645,500
|
|
None
|
The
amounts due are unsecured, interest free and have no fixed repayment terms,
which was eliminated from the consolidated financial statements.
17.
Capital Reserves (other than retained earnings)
As
stipulated by the relevant laws and regulations applicable to China's foreign
invested enterprises, TDR is required to make appropriations from net income
as
determined under accounting principles generally accepted in the PRC ("PRC
GAAP") to the statutory surplus reserves which include a general reserve,
an
enterprises expansion reserve, and employee welfare and bonus reserves.
Pursuant to the relevant PRC regulations and the provisions of
the
Company’s Memorandum and Articles of Association, the Company is required to
appropriate 10% of the net distributable profit after enterprise income
tax to
capital reserve, profit attributable to the shareholders shall be appropriated
in the following sequence; the general reserve is used to offset future
extraordinary losses as defined under PRC GAAP. TDR may, upon a resolution
passed by the owners, convert the general reserve into capital.
The
employee welfare and bonus reserve is used for the collective welfare of
the
employees of TDR. The enterprise expansion reserve is used for the expansion
of
TDR and can be converted to capital subject to approval by the relevant
authorities. The Company recorded reserves of $787,288 as of September
30, 2006.
No adjustments are required under accounting principles generally accepted
in the United States of America in 2006.
18.
Employee Retirement Benefits and Post Retirement Benefits
According
to the Heilongjiang Provincial regulations pertaining to State pension
plans,
both employees and employers have to contribute to a pension plan. The
pension
contributions include an 8% contribution by individuals (employees) and
contributions from the Company to the state retirement plan based on 20%
of the
employees’ monthly basic salaries. TDR’s employees in the PRC are entitled to
retirement benefits calculated with reference to their basic salaries on
retirement and their years of service in accordance with a government managed
benefits plan. The PRC government is responsible for the benefit liability
to
these retired employees.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
19.
Foreign Currency Translation Adjustment
For
purposes of SFAS No. 52, the Company considers the US Dollar to be the
reporting
currency. The accompanying financial statements are presented in U.S.
Dollars. TDR’s functional currency is Renminbi (“RMB”), the currency of
the primary economic environment in which the entity operates. The reporting
currency is USD in which these financial statements are presented is U.S.
Dollars. The Company’s statements are translated in accordance with
Statement of Financial Accounting Standards No. 52 (SFA No. 52), which
requires
that foreign currency assets and liabilities be translated using the exchange
rates in effect at the balance sheet date. Results of operations are translated
using the average exchange rates prevailing during the period. The effects
of unrealized exchange fluctuations on translating foreign currency assets
and
liabilities into U.S. Dollars are accumulated as a cumulative translation
adjustment in shareholders’ equity.
As
a
result, the Company recognized in equity the effect of currency conversion
in
the amount of $156,410.
20.
Commitments and Contingencies
The
formulation, manufacturing, processing, packaging, labeling, advertising,
distribution and sale of external use Chinese medicine such as those sold
by the
Company are subject to regulations by one or more federal agencies. The
principal federal agencies include the State Food and Drug Administration
of the
Government of the Peoples Republic of China, the Food and Drug Administration
(the “FDA”), and, to a lesser extent, the Consumer Product Safety Commission.
These activities are also regulated by various governmental agencies for
the
countries, states and localities in which the Company’s products are
sold.
Although
management believes that the Company is in material compliance with the
statutes, laws, rules and regulations of every jurisdiction in which it
operates, no assurance can be given that the Company’s compliance with the
applicable statutes, laws, rules and regulations will not be challenged by
governing authorities or private parties, or that such challenges will
not lead
to material adverse effects on the Company’s financial position, results of
operations, or cash flows.
The
Company, like any other distributor or manufacturer of products that are
designed to be ingested, exposes the Company to the inherent risk of product
liability claims in the events of possible injuries caused by the use of
its
products. The Company does not have liability insurance with respect to
product
liability claims; the insurance environment of China is neither sufficient
nor
mature. Inadequate insurance or lack of contractual indemnification from
parties
supplying raw materials or marketing its products, and product liabilities
related to defective products could have material adverse effects on the
Company.
In
connection with closing of the Stock Exchange Agreement, the Company agreed
to
grant options to American Eastern Group, Inc. and Shenzhen DRB Investment
Consultant Limited, entitling each of them to purchase up to 500,000 shares
on
or before July 31, 2009, at a price of US$2.00 per share.
On
October 17, 2006, the Company closed a private offering to U.S. purchasers
under
Rule 506 of Regulation D, and a separate offering to foreign investors
pursuant
to Regulation S, resulting in the sale of a total of $3,000,000 in Units,
consisting of common stock and warrants. The Company sold a total of 200
Units at a price of $15,000 per Unit, each Unit consisting of 5,000 shares
at a
price of $3.00 per share, and common stock purchase warrants to purchase
an
additional 2,500 shares (the “Warrants”). As a result, the Company
sold a total of 1,000,000 shares of the Company’s common stock, and issued
Warrants to purchase up to an aggregate of 500,000 additional shares of
common
stock at any time before October 10, 2008, at a price of $3.50 per
share.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
The
Warrants have a “call” provision entitling the Company to call for the exercise
of the Warrants at any time after January 10, 2008, if the bid price of
the
Company’s common stock averages over $6.00 per share for any consecutive
one-week period. The private offerings commenced on or about August
10, 2006. At the time of commencement of the private offerings, the
bid price of the common stock of the Company was $3.75. A total of
approximately 162.54 Units were sold in the private offering prior to September
30, 2006, and the balance of 37.46 Units was sold after September 30,
2006.
In
connection with the private placement, the Company also granted the placement
agent, American Eastern Securities, Inc. (“American Eastern”), a warrant to
purchase up to $300,000 in Units sold in the private offerings, entitling
American Eastern to purchase a total of 100,000 shares at a price of $3.00
per
share, and warrants to purchase an additional 50,000 shares at a price
of $3.50
per share on or before October 10, 2008. As of September 30, 2006, 162.54
Units had been completed. Therefore, American Eastern was entitled to
81,270 shares of common stock at a price of $3.00 per share and warrants
to
purchase 40,635 additional shares of common stock at a price of $3.50.
The
Company recognized $805,706 in compensation expense for the fair value
of these
terms pursuant to FAS123r.
All
of
the shares involved in the private offering are unregistered as of September
30,
2006.
The
Company is not involved in any legal matters arising in the normal course
of
business. While incapable of estimation, in the opinion of the management,
the
individual regulatory and legal matters in which it might involve in the
future
are not expected to have a material adverse effect on the Company’s financial
position, results of operations, or cash flows.
21.
Subsequent Events
Private
Placement
On
October 17, 2006, the Company closed a private offering to U.S. purchasers
under
Rule 506 of Regulation D, and a separate offering to foreign investors
pursuant
to Regulation S, resulting in the sale of a total of $3,000,000 in Units,
consisting of common stock and warrants. The Company sold a total of 200
Units at a price of $15,000 per Unit, each Unit consisting of 5,000 shares
at a
price of $3.00 per share, and common stock purchase warrants to purchase
an
additional 2,500 shares (the “Warrants”). As a result, the Company
sold a total of 1,000,000 shares of the Company’s common stock, and issued
Warrants to purchase up to an aggregate of 500,000 additional shares of
common
stock at any time before October 10, 2008, at a price of $3.50 per share.
The Warrants have a “call” provision entitling the Company to call for the
exercise of the Warrants at any time after January 10, 2008, if the bid
price of
the Company’s common stock averages over $6.00 per share for any consecutive
one-week period. The private offerings commenced on or about August
10, 2006. At the time of commencement of the private offerings, the
bid price of the common stock of the Company was $3.75. A total of
approximately 162.54 Units were sold in the private offering prior to September
30, 2006, and the balance of 37.46 Units was sold after September 30, 2006.
In
connection with the offering, the Company incurred other offering expenses
of
$285,062. The net cash proceeds from the offering were $2,153,038 as of
September 30, 2006.
In
connection with the private placement, the Company paid the placement agent,
American Eastern Securities, Inc., a commission of 9% of the gross proceeds
of
the offering, and have also granted the placement agent, a warrant to purchase
up to $300,000 in Units sold in the private offerings, entitling American
Eastern Securities, Inc. to purchase a total of 100,000 shares at a price
of
$3.00 per share, and warrants to purchase an additional 50,000 shares at
a price
of $3.50 per share on or before October 10, 2008.
All
of
the shares involved in the private offering are unregistered as of September
30,
2006.
China
Sky One Medical, Inc.
Notes
to the Consolidated Financial Statements
As
of September 30, 2006
(Expressed
in US Dollars)
(Unaudited)
Promissory
Note Conversion
On
October 3, 2006, the Company announced that Luminus served notice to convert
a
US$ 200,000 Convertible Promissory Note (the “Note”) into common shares at a
price of US$2.00 per share. The Note (including accrued interest) was converted
on October 3, 2006, into approximately 100,000 shares of common
stock.
Establishment
of Subsidiary
On
October 16, 2006, the Company successfully entered into the field of research
and development of tissue and stem cell banks, with the establishment of
Harbin
Tian Qing Biotech Application Company.
The
Health Department of Heilongjiang Province, on the basis of the evaluation
of
results from experts, issued a document approving and authorizing the Company
to
enter into the above-mentioned development areas. Harbin Tian Qing Biotech
Application Company, now a wholly-owned subsidiary of the Company, obtained
legal operation rights in these fields, which prevents other companies
from
entering the same fields in the Heilongjiang Province.
22.
Correction of Errors
During
the process of preparing the financial statements of China Sky One Medical,
Inc.
(“Registrant” or the “Company”) for the quarter ended March 31, 2007, management
determined that certain significant accounting errors had been made in
prior
quarters. These financial statements have been restated to account for
these
changes.
The
correction of errors included in these financials are:
|
|
Effect
on September 30, 2006 Earnings
|
|
Effect
on prior years earnings
|
|
Cumulative
effect on Retained Earnings
|
|
|
|
(As
Restated)
|
|
|
|
|
|
Capitalization
of research and development costs which should have been charged
to
operations when incurred
|
|
$
|
(1,879,885
|
)
|
$
|
(12,280
|
)
|
$
|
(1,892,165
|
)
|
Amortization
of patent rights and covenants not to compete
|
|
|
(91,142
|
)
|
|
(69,813
|
)
|
|
(160,955
|
)
|
Correction
of valuation of shares issued for consulting
|
|
|
(446,879
|
)
|
|
—
|
|
|
(446,879
|
)
|
|
|
$
|
(2,417,906
|
)
|
$
|
(82,093
|
)
|
$
|
(2,499,999
|
)
|
Item
2. Management’s Discussion and Analysis or Plan of
Operation
The
following discussion should be read in conjunction with the Consolidated
Financial Statements of the Company and the notes thereto included elsewhere
herein.
The
statements contained in this report include forward-looking statements about
information of possible or assumed results of operations, business strategies,
financing plans, competitive position and potential growth opportunities.
Forward-looking statements include all statements that are not historical facts
and are generally accompanied by words such as “may,” “will,” “intend,”
“anticipate,” “believe,” “estimate,” “expect,” “should” or similar expressions
or the negative of such words or expressions. These statements also relate
to
the Company’s contingent payment obligations relating to acquisitions, future
capital requirements, potential acquisitions and the Company’s future
development plans and are based on current expectations. Forward-looking
statements involve various risks, uncertainties and assumptions. The Company’s
actual results may differ materially from those expressed in these
forward-looking statements.
The
Company’s discussion and analysis of its financial condition and results of
operations are based upon the Company’s unaudited consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates and judgments that affect
the
reported amounts of assets, liabilities, revenues and expenses. On an on-going
basis, the Company evaluates these estimates, including those related to useful
lives of real estate assets, cost reimbursement income, bad debts, impairment,
net lease intangibles, contingencies and litigation. The Company bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form
the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. There can be no assurance
that
actual results will not differ from those estimates.
The
discussion that follows is based on the Company’s consolidated results of
operations for the periods ended September 30, 2006 and September 30,
2005.
OVERVIEW
On
May
11, 2006, American California Pharmaceutical Group, Inc. (“ACPG”) entered into a
Stock Exchange Agreement (the “Exchange Agreement”) with the shareholders of
Comet Technologies, Inc., a Nevada corporation (“Comet”). The terms of the
Exchange Agreement were consummated and the transaction was closed on May 30,
2006. As a result of the transaction, Comet issued a total of 10,193,377 shares
of its common voting stock to the stockholders of ACPG, or approximately 93%
of
the outstanding common stock of Comet in exchange for 100% of the capital stock
of ACPG, and the former Comet shareholders now hold a total of 735,993 shares
of
common stock, or 7% of the outstanding common stock, including stock granted
under a consulting agreement to Comet’s two current officers, who resigned as
officers and directors at the closing. The common shares were issued in reliance
on the exemption from registration set forth in Section 4(2) of the Securities
Act of 1933 as amended and Regulation D thereunder. Prior to the transaction,
there were no material relationships between the Company and Comet or any of
their respective affiliates, directors or officers or any associates of such
offices or directors.
On
July
26, 2006, the change in the name of the reporting company from “Comet
Technologies, Inc.” to “China Sky One Medical, Inc.,” became effective. The name
change was previously disclosed through an Information Statement distributed
to
the stockholders of the reporting company pursuant to Regulation 14C adopted
under the Securities Exchange Act of 1934. At the time of the name change,
the
trading symbol of the reporting company on the OTC Bulletin Board changed to
“CSKI.”
The
Company, a Nevada corporation, is a holding company whose principal operations
are through its subsidiaries, which are engaged in the manufacture, marketing
and distribution of pharmaceutical and medicinal products. Through its
wholly-owned subsidiaries, American California Pharmaceutical Group, Inc.
(“ACPG”), Harbin Tian Di Ren Medical Science and Technology Company (“TDR”),
Kangxi Medical Care Product Factory (“Kangxi”), and Harbin First Bio-Engineering
Company Limited (“First”), the Company’s principal revenue source is the
manufacture and sale of over-the-counter pharmaceutical products.
References
below to the “Company” refer to the Company and its subsidiaries
combined.
ACPG,
a
wholly-owned subsidiary of the Company, operates as a holding company for the
other subsidiaries. TDR’s principal business is the manufacture and sale of
branded nutritional supplements and over-the-counter plant and herb-based
medicinal products. Its manufacturing facilities are in the City of Harbin,
Heilongjiang Province. It has evolved into an integrated manufacturer, marketer,
and distributor of external use natural Chinese medicinal products sold
primarily to and through domestic pharmaceutical chain stores in China with
its
subsidiaries, Kangxi and First. Kangxi’s principal business activity is to
manufacture and sell branded external use Chinese medicine and other natural
products under the registered trademark “Kangxi.” It has six (6) product lines:
spray, ointment, powder, patch, cream, and miscellaneous health and beauty
products. It has become one of the leading external use Chinese medicine
factories with a full range of product lines and development capacity. First’s
principal business activity is to research and develop the use of natural
medicinal plants and biological technology products such as New Endothelin-1.
First is one of the first companies in Heilongjiang Province conducting research
and development of high technology biological products. Its facility is now
under final inspection by the Chinese State Food and Drug Administration
(“SFDA”) for the qualification as a certified GMP production facility. On July
31, 2006, Kangxi merged with First, with Kangxi’s existing business activities
continuing under First.
Through
its subsidiaries, the Company has established several long term partnerships
with well-known universities and enterprises in the PRC. It has built a gene
medicine laboratory through a collaborative effort with Harbin Medical
University; established a cell laboratory with North East Agricultural
University; and founded a monoclonal antibody laboratory with Jilin University.
As a result of one of these collaborations with Harbin Medical University,
a
product known as "Endothelin-1" is currently under development. At such time
as
development is successfully completed, the Company will commence efforts to
market Edothelin-1 as a new anti-cancer medicine. There can be no assurance,
of
course, that these development efforts, or that any subsequent efforts to obtain
SFDA approval of the product, will be successful. The Company, in collaboration
with Harbin Medical University, has completed a laboratory experimental study
pertaining to Edothelin-1, which is required prior to clinical trials, and
is
currently applying for approval to enter clinical experiments. This medicine
has
been recognized by the PRC as the “Top Category in New Medicine.” In order to
qualify as the “Top Category in New Medicine,” a company must have intellectual
property rights, high technology involvement, strong innovation, and the
medicine must be the first of its kind to be introduced to the PRC. The Company
has ownership of the intellectual property rights pertaining to this technology,
and has obtained an invention patent in China. Under its partnership
arrangements with other universities and research institutions, the Company
will
generally hold the intellectual property rights to any developed technology.
At
present, the Company’s ongoing research is divided into four areas: (1) the
development of an enzyme-linked immune technique to prepare extraneous
diagnostic kits; (2) the development of an enzyme linked gold colloid technique
to prepare an extraneous rapid diagnostic test strip; (3) the development of
a
gene recombination technique to prepare gene drug; (4) the development of a
biology protein chip for various tumor diagnostic applications. In 2006, the
Company became engaged in research and development related to tissue and stem
cell banks, as described under “Item 6. Other Information.”
The
Company currently has ten biological products under development. They are a
human urinary albumin elisa kit; an AMI detection kit; HIV detection kit; a
uterus cancer diagnostic kit; a breast cancer diagnostic kit; a liver cancer
diagnostic kit; a rectum cancer diagnostic kit; a gastric cancer diagnostic
kit;
a gene recombination drug; and a multi-tumor marker protein chip detection
kit.
The development of these products will be completed as early as 2006 for some
products, and is expected to continue through 2009 or beyond for other products.
The Company is also working to establish two sales networks and cell banks
covering domestic and international markets.
RESULTS
OF OPERATIONS FOR THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE
MONTHS ENDED SEPTEMBER 30, 2005 (UNAUDITED)
The
following summarizes changes in the Company’s operations for the three-month
periods ended September 30, 2006 and 2005. The Company had net income of
$1,801,788 for the three-month period ended September 30, 2006, as compared
to
net income of $501,330 in the same period in the prior year. The primary reason
for this difference was a large increase in the Company’s revenues, partially
offset by increases in cost of goods sold, selling, general and administrative
expenses and income taxes.
Revenues
and Cost of Goods Sold
|
|
For
the Three Months Ended
|
|
|
|
|
|
9/30/05
|
|
Revenues
|
|
|
|
|
|
|
|
Sales
|
|
$
|
6,772,575
|
|
$
|
2,268,897
|
|
Government
grant
|
|
|
-
|
|
|
-
|
|
Total
revenues
|
|
|
6,772,575
|
|
|
2,268,897
|
|
|
|
|
|
|
|
|
|
Cost
of Goods Sold
|
|
|
|
|
|
|
|
Cost
of goods sold
|
|
|
2,207,373
|
|
|
720,962
|
|
Total
cost of good sold
|
|
|
2,207,373
|
|
|
720,962
|
|
|
|
|
|
|
|
|
|
Gross
Profit
|
|
$
|
4,565,202
|
|
$
|
1,547,935
|
|
Revenues
significantly increased by the amount of $4,503,678, or approximately 198%,
to
$6,772,575 in the third quarter of 2006, as compared to sales revenues of
$2,268,897 in the same period of fiscal 2005. This was primarily attributable
to
sales associated with the introduction of numerous new products, and increase
in
domestic distribution centers, enhancements in relationships with customers,
products reorganization, and an increase in worldwide exports. It is also due
to
the implementation of new sales programs.
Cost
of goods sold
increased by $1,486,411, or approximately 206%, to $2,207,373 in the three
month
period ended September 30, 2006, as compared to $720,962 in the three month
period ended September 30, 2005. This increase in cost of sales is directly
tied
to the growth of revenues.
Operating
Expenses and Other Income (Expense)
|
|
For
the Three Months Ended
|
|
|
|
|
|
9/30/05
|
|
Operating
Expenses
|
|
|
|
|
|
Selling,
general and administrative expenses
|
|
$
|
1,883,826
|
|
$
|
918,356
|
|
Depreciation
and amortization
|
|
|
30,381
|
|
|
20,754
|
|
Research
and development
|
|
|
56,086
|
|
|
-
|
|
Total
operating expenses
|
|
|
1,970,293
|
|
|
939,110
|
|
|
|
|
|
|
|
|
|
Other
Income (Expenses)
|
|
|
|
|
|
|
|
Interest
income
|
|
|
-
|
|
|
-
|
|
Interest
expense
|
|
|
(10,952
|
)
|
|
(9,097
|
)
|
Total
other income (expenses)
|
|
$
|
(10,952
|
)
|
$
|
(9,097
|
)
|
Selling,
general and administrative expenses
increased by $965,470, or approximately 105%, to $1,883,826 for the three months
ended September 30, 2006, as compared to $918,356 for the three months ended
September 30, 2005. The increase in these expenses is mainly attributable to
an
increase in sales commission, salaries and welfare to administrative and sales
staff tied to increased revenues.
Depreciation
and amortization expense
in the
three-month period ended September 30, 2006 was $30,381, as compared to $20,754
in the third quarter of fiscal 2005, an increase of $9,627, or approximately
46%.
Research
and development expense
was
$56,086 in the third fiscal quarter of 2006. We did not spend any money on
research and development in the same period in the prior year. This reflects
the
Company’s determination to invest heavily in the development of new products to
continue its growth.
Finance
costs
increased to $10,952 in the three-month period ended September 30, 2006, as
compared to $9,097 in the third quarter in 2005. This increase is deemed to
be
insignificant.
RESULTS
OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE
NINE
MONTHS ENDED SEPTEMBER 30, 2005 (UNAUDITED)
The
following summarizes changes in the Company’s operations for the nine-month
periods ended September 30, 2006 and 2005. The Company had net income of
$1,653,845 for the nine-month period ended September 30, 2006, as compared
to
net income of $1,510,159 in the same period in the prior year. The primary
reason for this difference was a large increase in the Company’s revenues,
partially offset by increases in cost of goods sold, selling, general and
administrative expenses, research and development expenses and income
taxes.
Revenues
and Cost of Goods Sold
|
|
For
the Nine Months Ended
|
|
|
|
|
|
9/30/05
|
|
Revenues
|
|
|
|
|
|
Sales
|
|
$
|
15,888,685
|
|
$
|
6,012,435
|
|
Government
grant
|
|
|
52,244
|
|
|
24,155
|
|
Total
revenues
|
|
|
15,940,929
|
|
|
6,036,590
|
|
|
|
|
|
|
|
|
|
Cost
of Goods Sold
|
|
|
|
|
|
|
|
Cost
of goods sold
|
|
|
4,402,127
|
|
|
1,816,171
|
|
Total
cost of good sold
|
|
|
4,402,127
|
|
|
1,816,171
|
|
|
|
|
|
|
|
|
|
Gross
Profit
|
|
$
|
11,538,802
|
|
$
|
4,220,419
|
|
Revenues
significantly increased by the amount of $9,876,250, or approximately 164%,
to
$15,888,685 in the nine-month period ended September 30, 2006, as compared
to
sales revenues of $6,012,435 in the same period of fiscal 2005. This was mainly
attributable to sales associated with the introduction of numerous new products,
increases in domestic distribution centers, enhancements in our relationship
with a major national retailer, and increases in worldwide exports, and
continued reduction in the relative impact of customer discount programs. It
was
also due to the implementation of a new sales program.
The
Company recognized $52,244 from government grants for the nine months ended
September 30, 2006 compared to $24,155 in 2005. A government grant was issued
to
support the Company’s facility construction, research, development, and
production of medicines. The grant is recognized as income over the period
necessary to match with related cost and meet with the grant’s criteria. This
increase in government grant income as of September 30, 2006, was due to one
project that received a larger grant which was recognized as income.
Cost
of goods sold
increased by $2,585,956, or approximately 142%, to $4,402,127 in the nine-month
period ended September 30, 2006, as compared to $1,816,171 in the nine-month
period ended September 30, 2005. This increase in cost of sales is directly
tied
to the growth of revenues.
Operating
Expenses and Other Income (Expense)
|
|
For
the Nine Months Ended
|
|
|
|
|
|
9/30/05
|
|
Operating
Expenses
|
|
|
|
|
|
Selling,
general and administrative expenses
|
|
$
|
6,949,649
|
|
$
|
2,326,783
|
|
Depreciation
and amortization
|
|
|
135,394
|
|
|
80,582
|
|
Research
and development
|
|
|
1,989,461
|
|
|
12,280
|
|
Total
operating expenses
|
|
|
9,074,504
|
|
|
2,419,645
|
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
|
|
|
|
|
Interest
income and other income
|
|
|
-
|
|
|
-
|
|
Interest
expense
|
|
|
(28,284
|
)
|
|
(9,221
|
)
|
Total
other income (expenses)
|
|
$
|
(28,284
|
)
|
$
|
(9,221
|
)
|
Selling,
general and administrative expenses
increased by $4,622,866, or approximately 199%, to $6,949,649 for the nine
months ended September 30, 2006, as compared to $2,326,783 for the nine months
ended June 30, 2005. This increase in total general, administrative and selling
expenses, is mainly attributable to an increase in sales commissions,
advertising, salaries and welfare to administrative and sales
staff.
Depreciation
and amortization expense
in the
nine-month period ended September 30, 2006 was $135,394, as compared to $80,582
for the same period of fiscal 2005, an increase of $54,812, or approximately
68%.
Research
and development expense
increased by $1,977,181 to 1,989,461 in the first three quarters of fiscal
2006,
as compared to $12,280 in the same period in the prior year. The reason for
this
drastic increase was the Company’s determination to invest heavily in the
development of new products.
Finance
costs
of
$28,284 represented the interest incurred for the nine months ended September
30, 2006 associated with bank loans outstanding during the period, which
increased $19,063 for the nine months ended September 30, 2006 compared to
$9,221 at September 30, 2005.
LIQUIDITY
AND CAPITAL RESOURCES
The
Company’s assets primarily consist of its operating subsidiaries, marketable
properties for sales, cash and cash equivalents.
Cash
and equivalents
increased by $2,804,977 or 95% to $5,742,310 as of September 30, 2006, compared
to $2,937,333 at September 30, 2005. This was mainly due to funds from bank
deposits generated from additional common stocks issuance, of $2,665,200.
The
Company’s current ratio at September 30, 2006 was 3.20. Its primary sources of
funds include cash balances, cash flow from operations, and potentially the
proceeds of borrowing or sales of equity. Management endeavors to ensure that
funds are available to take advantage of new investment opportunities and that
funds are sufficient to meet future liquidity and capital needs. Management
considers current working capital and borrowing capabilities adequate to cover
the Company's planned operating and capital requirements.
There
was
no restrictive bank deposit pledged as of September 30, 2006. Therefore, the
Company did not have to maintain any minimum balance in the relevant deposit
account as security.
Accounts
receivables
increased
by $883,967 or 70% to $2,142,080 as of September 30, 2006, compared to
$1,258,113 as of September 30, 2005. This increase is primarily due to an
increase in sales of $9,904,339. Ninety percent of the Company’s receivables are
aged less than 60 days.
Inventories
increased by $88,662 to $469,802 as of September 30, 2006, from $381,140 as
of
September 30, 2005. The Company has a small inventory on hand primarily due
to
the enhanced productivity of newly purchased equipment and machinery, and the
popularity of Company products in the market.
Properties
and equipment
,
stated
at cost less accumulated depreciation and amortization, consist of:
|
|
September
30,
|
|
September
30,
2005
|
|
Buildings
|
|
$
|
2,529,091
|
|
$
|
630,271
|
|
Automobiles
|
|
|
133,998
|
|
|
65,343
|
|
Furniture
and fixtures
|
|
|
9,261
|
|
|
27,971
|
|
Equipments
|
|
|
1,361,008
|
|
|
84,402
|
|
Total
Property and Equipments
|
|
|
4,033,313
|
|
|
807,933
|
|
Less:
Accumulated depreciation and amortization
|
|
|
(300,038
|
)
|
|
(204,443
|
)
|
Property
and Equipment, Net
|
|
$
|
3,733,275
|
|
$
|
603,490
|
|
Net
book
value of fixed assets increased by $3,129,785 to $3,733,275 as of September
30,
2006, compared to $603,490 as of September 30, 2005, which was attributable
to
the purchase of equipments, and building constructed (convert from
Construction-In-Progress).
Construction-in-progress
represents the facility project of Harbin First Bio-Engineering Company Limited
(“First”). Construction-in-progress represents the cost of the land use rights,
capitalized interest expenses, related pre-approval capital expenditures and
government approval fees. As of September 30, 2006, there is none.
Intangible
assets
increased
by $1,039,763 or 178% to $1,625,129 as of September 30, 2006 from $585,366
as of
September 30, 2005. This is due to the purchase of several cancer diagnostic
kits and registration of GMP Certificate.
|
|
September
30,
|
|
September
30,
2005
|
|
Current
Liabilities
|
|
|
|
|
|
Accounts
payables and accrued expenses
|
|
$
|
1,091,951
|
|
$
|
1,033,463
|
|
Short-term
loan - secured
|
|
|
705,255
|
|
|
493,212
|
|
Payable
- related parties
|
|
|
-
|
|
|
6,000
|
|
Advanced
customer deposits
|
|
|
-
|
|
|
-
|
|
Wages
payable
|
|
|
273,346
|
|
|
168,517
|
|
Welfare
payable
|
|
|
127,495
|
|
|
90,512
|
|
Taxes
payable
|
|
|
620,572
|
|
|
217,586
|
|
Deferred
revenue - government grant
|
|
|
73,009
|
|
|
55,782
|
|
Total
Current Liabilities
|
|
$
|
2,891,628
|
|
$
|
2,009,290
|
|
Current
liabilities
increased by $882,338 or 44% to $2,891,628, as of September 30, 2006, compared
to $2,009,290 as of September 30, 2005. This increase was attributable to an
increase in short-term loans and accounts payable and accrued
expenses.
Accounts
payable
increased by $58,488 or 6% to $1,091,951 as of September 30, 2006, compared
to
$1,033,463 as of September 30, 2005. This increase is considered nominal,
particularly given the increase in sales volume.
A
short-term loan
totaling
$705,255 as of September 30, 2006 (September 30, 2005: $493,212) (extended
by a
commercial bank) was used to finance TDR’s operating capital needs. The bank
loan is secured and bears monthly interest at 0.825% and is mature on June
22,
2007. During the nine-month period ended September 30, 2006, TDR incurred $9,221
of interest expenses associated with the borrowing on this loan.
Capital
reserve
represents that amount appropriated from net income after tax (Enterprise Income
Tax) for the period/year. As stipulated by the relevant laws and regulations
applicable to China's foreign invested enterprises, TDR is required to make
appropriations from net income as determined under accounting principles
generally accepted in the PRC ("PRC GAAP") to the statutory surplus reserves
which include a general reserve, an enterprises expansion reserve, and employee
welfare and bonus reserves. Pursuant to the relevant PRC regulations and the
provisions of the Company’s Memorandum and Articles of Association, the Company
is required to appropriate 10% of the net distributable profit after enterprise
income tax to capital reserve, profit attributable to the shareholders shall
be
appropriated in the following sequence; the general reserve is used to offset
future extraordinary losses as defined under PRC GAAP. TDR may, upon a
resolution passed by the owners, convert the general reserve into capital.
The
employee welfare and bonus reserve is used for the collective welfare of the
employees of TDR. The enterprise expansion reserve is used for the expansion
of
TDR and can be converted to capital subject to approval by the relevant
authorities. The Company has recorded reserves of $781,526 in 2006. No such
adjustments are required under accounting principles generally accepted in
the
United States of America in 2006.
USES
OF CAPITAL
Operating
Activities.
For
the
nine months ended September 30, 2006, $2,310,910 was provided by operating
activities, compared with $988,431 provided by operating activities for the
nine
months ended September 30, 2005. The increase in net cash flows provided from
operating activities was attributable primarily to the use of share-based
compensation of $517,990, increase in accounts payable of $368,487 and increase
in taxes payable of $474,951.
Investing
Activities.
For the
nine months ended September 30, 2006, the Company used $1,593,648 in investing
activities, compared with $463,877 used in investing activities for the nine
months ended September 30, 2005. This increase was due primarily to the purchase
of intangible assets of $1,219,576 and fixed assets of $374,072.
Financing
Activities.
For
the
nine months ended September 30, 2006, $1,988,859 was provided by financing
activities, compared with $493,212 provided by financing activities for the
nine
months ended September 30, 2005. This difference was primarily due to the
Company’s sale of common stock of $1,658,871.
CRITICAL
ACCOUNTING POLICIES
The
discussion and analysis of the Company’s financial condition and results of
operations is based upon the Company’s financial statements which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets and liabilities. On an on-going basis, the Company evaluates its
estimates including the allowance for doubtful accounts, the salability and
recoverability of the Company’s products, income taxes and contingencies. The
Company bases its estimates on historical experience and on other assumptions
that the Company believes to be reasonable under the circumstances, the results
of which form the Company’s basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions
or
conditions.
Property
and equipment are evaluated for impairment whenever indicators of impairment
exist. Accounting standards require that if an impairment indicator is present,
the Company must assess whether the carrying amount of the asset is
unrecoverable by estimating the sum of the future cash flows expected to result
from the asset, undiscounted and without interest charges. If the recoverable
amount is less than the carrying amount, an impairment charge must be
recognized, based on the fair value of the asset.
As
part
of the process of preparing the Company’s consolidated financial statements, the
Company is required to estimate its income taxes. This process involves
estimating the Company’s current tax exposure together with assessing temporary
differences resulting from differing treatment of items for tax and accounting
purposes. These differences result in deferred tax assets and liabilities.
The
Company must then assess the likelihood that its deferred tax assets will be
recovered from future taxable income, and, to the extent the Company believes
that recovery is not likely, it must establish a valuation allowance. To the
extent that the Company establishes a valuation allowance or increase this
allowance in a period, it must include a tax provision or reduce its tax benefit
in the statements of operations. The Company uses its judgment to determine
its
provision or benefit for income taxes, deferred tax assets and liabilities
and
any valuation allowance recorded against the Company’s net deferred tax assets.
The Company believes, based on a number of factors including historical
operating losses, which the Company will not realize the future benefits of
a
significant portion of its net deferred tax assets and the Company has
accordingly provided a full valuation allowance against its deferred tax assets.
However, various factors may cause those assumptions to change in the near
term.
The
Company cannot predict what future laws and regulations might be passed that
could have a material effect on its results of operations. The Company assesses
the impact of significant changes in laws and regulations on a regular basis
and
updates the assumptions and estimates used to prepare its financial statements
when the Company deems it necessary.
The
Company has determined the significant principles by considering accounting
policies that involve the most complex or subjective decisions or assessments.
The Company’s most significant accounting policies are those related to
intangible assets and research and development.
Intangible
assets
-
Intangible assets consist patents, distribution rights and customer lists.
Patent costs are being amortized over the remaining term of the patent.
Distribution rights and customer lists are being amortized over 10
years.
Intangible
assets are accounted for in accordance with Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). Intangible
assets with finite useful lives are amortized while intangible assets with
indefinite useful lives are not amortized. As prescribed by SFAS 142, goodwill
and intangible assets are tested periodically for impairment. The Company
adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long- Lived
Assets," effective January 1, 2002. Accordingly, the Company reviews its
long-lived assets, including property and equipment and finite-lived intangible
assets for impairment whenever events or changes in circumstances indicate
that
the carrying amount of the assets may not be fully recoverable. To determine
recoverability of its long-lived assets, the Company evaluates the probability
that future undiscounted net cash flows will be less than the carrying amount
of
the assets. Impairment costs, if any, are measured by comparing the carrying
amount of the related assets to their fair value.
Research
and development
-
Research and development expenses include the costs associated with the
Company’s internal research and development as well as research and development
conducted by third parties. These costs primarily consist of salaries, clinical
trials, outside consultants, and materials. All research and development costs
discussed above are expensed as incurred.
Third-party
expenses were reimbursed under non-refundable research and development
contracts, and are recorded as a reduction to research and development expense
in the statement of operations.
The
Company recognizes in-process research and development in accordance with FASB
Interpretation No. 4, Applicability of FASB Statement No. 2 to Business
Combinations Accounted for by the Purchase Method and the AICPA Technical
Practice Aid, Assets Acquired in a Business Combination to be used in Research
and Development Activities: A Focus on Software, Electronic Devices, and
Pharmaceutical Industries. Assets to be used in research and development
activities, specifically, compounds that have yet to receive new drug approval
and would have no alternative use, should approval not be given, are immediately
charged to expense when acquired.
For
the
three months ended September 30, 2006, the Company incurred $56,086 in research
and development expenditures. It did not incur any research and development
expenditures for the same period in fiscal 2005.
RECENT
ACCOUNTING PRONOUNCEMENTS AND INTERPRETATIONS
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No.
157, Fair Value Measurements (“Statement No. 157”). The standard provides
enhanced guidance for using fair value to measure assets and liabilities and
also responds to investors’ requests for expanded information about the extent
to which companies measure assets and liabilities at fair value, the information
used to measure fair value, and the effect of fair value measurements on
earnings. While the standard applies whenever other standards require (or
permit) assets or liabilities to be measured at fair value, it does not expand
the use of fair value in any new circumstances. Statement No. 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years. Management of the Company
is evaluating the impact of this standard, but does not anticipate that it
will
have a significant impact on its financial statements.
In
September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements (“SAB No. 108”). This bulletin expresses the
Staff’s views regarding the process of quantifying financial statement
misstatements. The interpretations in this bulletin were issued to address
diversity in practice in quantifying financial statement misstatements and
the
potential under current practice for the accumulation of improper amounts on
the
balance sheet. SAB No. 108 is effective for annual financial statements starting
with the year ending December 31, 2006. The Company is evaluating the impact
of
this bulletin and based on current information, the Company does not believe
that it will have a material impact on its financial statements.
In
July
2006, the FASB issued Financial Accounting Standards Board Interpretation No.
48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB
Statement No. 109, Accounting for Income Taxes (“FIN No. 48”). This
interpretation creates a single model to address uncertainty in tax positions.
FIN 48 clarifies the accounting for income taxes by prescribing the minimum
recognition threshold a tax position is required to meet before being recognized
in the financial statements. The interpretation also provides guidance on
derecognition, measurement, classification, interest and penalties, accounting
in interim periods, disclosure, and transition. FIN 48 is effective for years
beginning after December 15, 2006. Management of the Company is evaluating
the
impact of this pronouncement, but does not anticipate that it will have a
significant impact on its financial statements.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
of
September 30, 2006, the Company had no material derivative instruments. The
Company may enter into derivative financial instrument transactions in order
to
mitigate its interest rate risk on a related financial instrument in the future.
The
Company’s balance sheet includes amount of assets and liabilities whose fair
values are subject to market risk. Market risk is the risk of loss arising
from
adverse changes in market prices or interest rates. Generally, the Company’s
borrowing is short to medium term in nature and therefore approximates fair
value. The Company currently has interest rate risk as it relates to its fixed
maturity mortgage participation interest. The Company seeks to limit the impact
of interest rate changes on earnings and cash flows and to lower its overall
borrowing costs by closely monitoring its interest rate debt.
The
Company has certain equity risks as it relates to its marketable equity
securities, and foreign currency risks as it relates to investments denominated
in foreign currencies. The Company and its subsidiaries are mainly located
in
China, and there were no significant changes in exchange rates, during the
reported periods. However, unforeseen developments may cause a significant
change in exchange rates. The Company is subject to commodity price risks
arising from price of construction materials.
The
Company is subject to market and channel risks. Over 90% of the Company’s sales
are made in the PRC, where the Company primarily sells its products through
drug
chain stores. Because of this, the Company is dependent to a large degree upon
the success of that distribution channel as well as the success of specific
retailers in the distribution channel. Many of the drug stores are individual
stores or very small chains, and only a few are large chain drug stores. The
Company relies on these distribution channels to purchase, market, and sell
its
products. The Company’s success is dependent, to a large degree, on the growth
and success of the drug stores, which may be outside its control. There can
be
no assurance that the drug store distribution channels will be able to grow
or
prosper as it faces price and service pressure from other channels, including
the mass market. There can be no assurance that retailers in the drug store
distribution channel, in the aggregate, will respond or continue to respond
to
the Company’s marketing commitment in these channels.
The
Company is highly dependent upon the public perception and quality of its
products, consumers’ perception of the safety and quality of its products, as
well as similar products distributed by other companies. Thus, the mere
publication of reports asserting that such products may be harmful could have
a
material adverse effect on the Company, regardless of whether these reports
are
scientifically supported. Adverse publicity may have a material adverse effect
on the Company’s business, financial condition, and results of operations. There
can be no assurance of future favorable scientific results and media attention,
or of the absence of unfavorable or inconsistent findings.
Item
3. Controls and Procedures
Under
the
supervision of and with the participation of our management, including our
principal executive officer and principal financial officer, we evaluated the
effectiveness of our disclosure controls and procedures as such term is defined
under Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as
amended. Based on this evaluation, our principal executive officer and principal
financial officer concluded that our disclosure and procedures were effective
as
of the end of the period covered by this quarterly report.
There
was
no change in the Company's internal controls over financial reporting or in
other factors during the Company's last fiscal quarter that materially affected,
or are reasonably likely to materially affect, the Company's internal controls
over financial reporting. There were no significant deficiencies or material
weaknesses, and therefore there were no corrective actions taken.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
On
October 17, 2006, the Company closed a private offering to accredited U.S.
purchasers under Rule 506 of Regulation D, and an offering to foreign investors
pursuant to Regulation S, resulting in the sale of a total of $3,000,000 in
Units, consisting of common stock and warrants. The Company sold a total
of 200 Units at a price of $15,000 per Unit, each Unit consisting of 5,000
shares at a price of $3.00 per share, and common stock purchase warrants to
purchase an additional 2,500 shares (the “Warrants”). As a result,
the Company sold a total of 1,000,000 shares of the Company’s common stock, and
issued Warrants to purchase up to an aggregate of 500,000 additional shares
of
common stock at any time before October 10, 2008, at a price of $3.50 per share.
The Warrants have a “call” provision entitling the Company to call for the
exercise of the Warrants at any time after January 10, 2008, if the bid price
of
the Company’s common stock averages over $6.00 per share for any consecutive
one-week period. The private offerings commenced on or about August
10, 2006. At the time of commencement of the private offerings, the bid price
of
the common stock of the Company was $3.75. A total of approximately 163 Units
were sold in the private offering prior to September 30, 2006, and the balance
of 37 Units was sold after September 30, 2006.
In
connection with the private placement, the Company also granted the placement
agent, American Eastern Securities, Inc., a warrant to purchase up to $300,000
in Units sold in the private offerings, entitling American Eastern Securities,
Inc. to purchase a total of 100,000 shares at a price of $3.00 per share, and
warrants to purchase an additional 50,000 shares at a price of $3.50 per share
on or before October 10, 2008.
All
of
the shares involved in the private offerings are unregistered as of September
30, 2006. As indicated, all of the securities were sold only to accredited
investors, and are restricted securities. All of the securities were sold in
the
U.S. in reliance upon the exemption set forth under Section 4(2) of the
Securities Act of 1933 (“Securities Act”), as amended, and Rule 506 of
Regulation D thereunder, and sales to foreign investors were made in reliance
upon Regulation S of the Securities Act.
Item
3. Defaults on Senior Securities
None.
Item
4. Submission of Matters to a Vote of Security Holders
None.
Item
5. Other Information
Umbilical
Cord Blood and Stem Cell Bank Project
The
Company has recently organized Harbin Tian Qing Biotech Application Company
(“Harbin Biotech”) as a wholly-owned subsidiary, to conduct research and
development in the areas of tissue and stem cell banks.
Research
in biotechnology areas such as tissue and stem cell banks has historically
been
controlled tightly by the government of the PRC. Recently, however, the PRC
government has altered its policies to allow one company per each geographic
area in China to become actively engaged in research in these areas, with the
result that many companies have applied to become engaged in this area of
research and development, including the Company.
In
August, 2006, the Company applied with the Ministry of Health of the PRC to
become engaged in the research and development of stem cell and tissue banks
and
related biotechnology areas. Following an extensive review by the applicable
local office of the Health Department of Heilongjiang Province, the Company’s
application to was approved on October 16, 2006, granting the Company the
exclusive right and license to become engaged in tissue and stem cell bank
activities in the Heilongjiang Province, PRC. The Company organized Harbin
Biotech to conduct these business operations, as required by Heilongjiang
Province.
Blood
from umbilical cords - a byproduct of normal childbirth - is a good source
of
potentially life-saving stem cells, called Hematopoietic progenitor cells
(HPCs), the type of stem cells also found in bone marrow and mobilized
peripheral blood that give rise to various kinds of blood cells. Transplants
of
these stem cells have been effective in treating diseases of the blood and
immune system, such as anemia and leukemia. Consequently, in many parts of
the
world, cord blood, once seen as a waste to be discarded after a birth, is now
viewed as a valuable resource.
Over
the
past decade, several public and private cord blood banks have been established
in other parts of the world to provide for the collection and preservation
of
these cells. The PRC is now making these activities available to a limited
number of private enterprises in different parts of the PRC, including the
Heilongjiang Province where the Company conducts its principal operations.
As
indicated, Harbin Biotech will have the exclusive right and license to establish
a research and development business in this area in northeast
China.
Typically,
public cord blood banks collect and store umbilical cord blood donated by women
at the birth of a child. This blood is preserved and stored and made available
for a significant fee to anyone who needs it in the future. The children of
the
donor may, in turn, be able to use the stored stem cells to fight various
diseases, immune deficiencies and genetic disorders. Storing the stem cells
will
come at a cost to the donor, consisting of a sizable initial fee and an annual
maintenance fee for each year of storage.
The
Company, through Harbin Biotech, is in the process of implementing a plan to
establish a cord stem cell and tissue bank at its newly established facility
outside Harbin, Heilongjiang Province, PRC, which is expected to be completed
in
2008 or 2009. The total expected project cost to complete the project is $30
million U.S. Dollars. The Company has recently completed a private offering
of
$3,000,000 or its equity securities, of large portion of which will be utilized
to advance this project, in purchasing necessary cell bank equipment;
undertaking research and development and purchasing related research equipment;
covering marketing and promotional costs; and covering initial overhead and
project costs.
This
project is a substantial commitment by the Company, and consequently involves
a
number of significant risks, including:
(1)
The
Company will need to raise substantial additional capital to fund this project
over the next two years, through borrowings, the sale of equity or from income
from operations. There can be no assurance the Company will be successful in
obtaining capital when needed, or on favorable terms. If the Company is not
successful in obtaining capital on a timely basis, the project could be severely
compromised.
(2)
The
Company’s ability to enter this area is subject to the laws and requirements of
the PRC. The Company has received approval from the government to engage in
these business operations in northeast China on an exclusive basis. However,
there can be no assurance the PRC government will not restrict or cancel the
Company’s rights, or allow other competitors to become engaged in this business
in northeast China, which would it more difficult for the Company to
compete.
(3)
Stem
cell
banking is still in its development stages, and there remain many technical
and
development challenges, including issues pertaining to the long-term viability
of cryogenically frozen cord blood.
(4)
The
project will be managed by Liu Yan-Qing, the Company’s President. The success of
the project, therefore, will be dependent to a large extent on the health and
continuing involvement of Liu Yan-Qing.
A
large
part of the Company’s efforts and resources will be focused on this business
over the next few years. While the Company does not expect that this will have
a
negative impact on its current core business - the manufacture and sale of
nutritional medicinal products - the establishment of this business will require
substantial managerial, technical and financial resources.
Item
6. Exhibits
Exhibit No.
|
|
Description
of Exhibit
|
31.1
|
|
Certification
of principal executive officer pursuant to Section 13a-14(a) -- filed
herewith
|
|
|
|
31.2
|
|
Certification
of principal financial and accounting officer pursuant to Section
13a-14(a) -- filed herewith
|
|
|
|
32.1
|
|
Certification
of principal executive officer pursuant to Section 1350 -- filed
herewith
|
|
|
|
32.2
|
|
Certification
of principal financial and accounting officer pursuant to Section
1350 --
filed herewith
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
|
|
|
|
CHINA
SKY ONE MEDICAL, INC.
|
|
|
|
Dated:
August 13, 2008
|
By:
|
/s/
Liu Yan-Qing
|
|
Liu
Yan-Qing
|
|
President
and Chief Executive Officer
(principal
executive
officer)
|
|
|
|
Dated:
August
13, 2008
|
By:
|
/s/
Zhang
Yu Kun
|
|
|
|
Chief
Financial Officer
(principal financial
and
accounting officer)
|
China Sky One Medicl (AMEX:CSY)
過去 株価チャート
から 12 2024 まで 1 2025
China Sky One Medicl (AMEX:CSY)
過去 株価チャート
から 1 2024 まで 1 2025