-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QGXmFbXw8nfmHP3AucFXeoBSfx2IWK+wnlt6uaSmMe17SuedeNMvNZivLyhTFtAI rApOuLCxyZnLU13w2+FU8Q== 0001079973-10-000456.txt : 20100413 0001079973-10-000456.hdr.sgml : 20100413 20100413064644 ACCESSION NUMBER: 0001079973-10-000456 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20100205 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100413 DATE AS OF CHANGE: 20100413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rodobo International Inc CENTRAL INDEX KEY: 0001177274 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 752980786 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50340 FILM NUMBER: 10746074 BUSINESS ADDRESS: STREET 1: 380 CHANGJIANG ROAD CITY: NANGANG DISTRICT, HARBIN STATE: F4 ZIP: 150001 BUSINESS PHONE: 011-86-045182260522 MAIL ADDRESS: STREET 1: 380 CHANGJIANG ROAD CITY: NANGANG DISTRICT, HARBIN STATE: F4 ZIP: 150001 FORMER COMPANY: FORMER CONFORMED NAME: Navstar Media Holdings, Inc. DATE OF NAME CHANGE: 20051206 FORMER COMPANY: FORMER CONFORMED NAME: PREMIER DOCUMENT SERVICES INC DATE OF NAME CHANGE: 20020711 8-K/A 1 rodobo_8ka.htm FORM 8-K/A rodobo_8ka.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K/A
(Amendment No. 1)
 

 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  February 5, 2010
 
RODOBO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)


 
         
Nevada
 
000-50340
 
75-2980786
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)

380 Changjiang Road, Nangang District,
Harbin, PRC, 150001
 (Address of principal executive offices)
 
Registrant’s telephone number, including area code:
011-86-451-82260522
 
(Former name or former address, if changed since last report)
 
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 
ITEM 2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends and supplements the Current Report on Form 8-K of Rodobo International, Inc., a Nevada corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on February 9, 2010 (the “Initial Form 8-K”) to disclose the acquisition of 100% of the equity interests in each of the three following dairy companies which are all located in the People’s Republic of China, through the mergers of Ewenkeqi Beixue Dairy Co., Ltd ( “Ewenkeqi Beixue” ), Hulunbeier Beixue Dairy Co., Ltd (“Hulunbeier Beixue”), and Hulunbeier Hailaer Beixue Dairy Factory (“Hulunbeier Hailaer Beixue”), with and into the Company’s wholly owned subsidiary Harbin Tengshun Technical Development Co., Ltd.  (“Tengshun Tech”) pursuant to Equity Transfer Agreements entered into on February 5, 2010 by and between Tengshun Tech and each of Ewenkeqi Beixue, Hulunbeier Beixue and Hulunbeier Hailaer Beixue (the “Equity Transfer Agreements”).

This Amendment No. 1 amends and supplements the Initial Form 8-K, to include the audited and unaudited historical financial statements of Ewenkeqi Beixue, Hulunbeier Beixue and Hulunbeier Hailaer Beixue as required by Item 9.01(a) of Form 8-K and the unaudited pro forma condensed combined financial data as required by Item 9.01(b) of Form 8-K. The foregoing description of the transactions consummated pursuant to the Equity Transfer Agreements does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which were filed as Exhibits 10.1, 10.2 and 10.3 to the Initial Form 8-K, and are incorporated herein by reference.

 
ITEM 9.01
 FINANCIAL STATEMENTS AND EXHIBITS.
 
(a)  Financial Statements of Business Acquired.
 
The required audited financial statements of Ewenkeqi Beixue, Hulunbeier Beixue, and Hulunbeier Hailaer Beixue, each as of September 30, 2009 and for the years ended September 30, 2009 and 2008 are attached hereto as Exhibits 99.1, 99.3 and 99.5, respectively, and are incorporated in their entirety herein by reference. The required unaudited condensed interim financial statements of Ewenkeqi Beixue, Hulunbeier Beixue, and Hulunbeier Hailaer Beixue each as of December 31, 2009 and each for the three months ended December 31, 2009 and 2008 are attached hereto as Exhibits 99.2, 99.4 and 99.6, respectively, and are incorporated in their entirety herein by reference.
 
(b)  Pro Forma Financial Information.
 
The required unaudited pro forma condensed combined financial data as of and for the three months ended December 31, 2009 and for the year ended September 30, 2009 is attached hereto as Exhibit 99.7 and is incorporated in its entirety herein by reference.
 
(d) Exhibits.
 
Exhibit No.
Description
 
 
 
 
 
 
 
 

 
 

 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
  Rodobo International, Inc  
       
 
By:
/s/ Yanbin Wang  
  Name: Yanbin Wang  
  Title: Chairman and Chief Executive Officer  
       
 
Dated: April 13, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 


 
EX-99.1 2 ex99x1.htm EXHIBIT 99.1 ex99x1.htm
Exhibit 99.1

 
 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors and Stockholders Ewenkeqi Beixue Dairy Co., Ltd
 
We have audited the accompanying balance sheets of Ewenkeqi Beixue Dairy Co., Ltd as of September 30, 2009 and 2008, and the related statements of operations, cash flows and stockholders' equity for each of the years in the two year periods ended September 30, 2009. Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the two year periods ended September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.
 
 
/s/ Friedman LLP
 
 
Marlton, NJ
April 7, 2010
 
 
F-1
 
 

 
 

 
 
EWENKEQI BEIXUE DAIRY CO., LTD.
BALANCE SHEETS

           
           
             
             
   
As of September 30,
 
   
2009
   
2008
 
             
ASSETS
           
             
Current assets:
           
    Cash and cash equivalents
  $ 15,513     $ 48,257  
    Accounts receivable
    -       3,136  
    Due from related parties
    1,003,066       1,002,950  
    Inventories
    121,200       162,858  
    Prepaid expenses
    -       154,247  
                 
        Total current assets
    1,139,779       1,371,448  
                 
Property, plant and equipment, net
    1,462,004       1,526,150  
                 
Other assets:
               
    Loan to shareholders
    1,386,648       -  
                 
        Total assets
  $ 3,988,431     $ 2,897,598  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current liabilities:
               
    Accounts payable
  $ 31,322     $ 32,963  
    Short-term loan
    -       294,555  
    Other payable
    3,371       2,806  
    Accrued expenses
    20,402       50,360  
    Due to related parties
    1,778,218       1,777,215  
                 
        Total current liabilities
    1,833,313       2,157,899  
                 
Shareholders' equity
               
    Registered capital
    60,412       60,412  
    Additional paid in capital
    2,325,485       863,688  
    Accumulated deficits
    (397,744 )     (352,248 )
    Accumulated other comprehensive income
    166,965       167,845  
                 
        Total shareholders' equity
    2,155,118       739,698  
                 
        Total liabilities and shareholders' equity
  $ 3,988,431     $ 2,897,598  
 
 
 
 
F-2
 
The accompanying notes are an integral part of these financial statements

 
 

 
 
EWENKEQI BEIXUE DAIRY CO., LTD.
STATEMENTS OF OPERATIONS

             
   
For The Years Ended September 30,
 
   
2009
   
2008
 
             
Revenue:             
     Related party revenue   $ 63,133     $ 38,508  
     Non-related party revenue     -       555,412  
               Total revenue     63,133       593,921  
                 
Cost of goods sold
    89,933       609,176  
                 
               Gross profit (loss)     (26,800 )     (15,255 )
                 
Operating expenses:
               
     Distribution expenses
    -       33,963  
     General and administrative expenses
    5,252       86,684  
                 
               Total operating expenses     5,252       120,647  
                 
Operating loss
    (32,052 )     (135,903 )
                 
Other expenses
    13,444       11,832  
                 
Loss before income taxes
    (45,496 )     (147,735 )
                 
Provision for income taxes
    -       -  
                 
Net loss
  $ (45,496 )   $ (147,735 )
                 
Other comprehensive loss:
               
     Foreign currency translation adjustment
    (880 )     79,666  
                 
Comprehensive loss
  $ (46,376 )   $ (68,069 )
                 
Loss per share
               
     Basic and diluted
  $ (0.09 )   $ (0.30 )
                 
Weighted average shares outstanding
               
     Basic and diluted
    500,000       500,000  
 
 
F-3
 
The accompanying notes are an integral part of these financial statements

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

   
Registered
   
Additional
   
Accumulated
   
Accumulated Other
       
   
Capital
   
Paid in Capital
   
Deficits
   
Comprehensive Income
   
Total
 
                               
Balance at September 30, 2007
  $ 60,412     $ 863,689     $ (204,513 )   $ 88,179     $ 807,767  
                                         
Net loss for the year
    -       -       (147,735 )     -       (147,735 )
                                         
Foreign currency translation gain
    -       -       -       79,666       79,666  
                                         
Balance at September 30, 2008
  $ 60,412     $ 863,689     $ (352,248 )   $ 167,845     $ 739,698  
                                         
Additional paid in capital
    -       1,461,796       -       -       1,461,796  
                                         
Net loss for the year
    -       -       (45,496 )     -       (45,496 )
                                         
Foreign currency translation loss
    -       -       -       (880 )     (880 )
                                         
Balance at September 30, 2009
  $ 60,412     $ 2,325,485     $ (397,744 )   $ 166,965     $ 2,155,118  
 
 
 
 
 
F-4
 
The accompanying notes are an integral part of these financial statements

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
STATEMENTS OF CASH FLOWS

             
             
   
For The Years Ended September 30,
 
   
2009
   
2008
 
             
Cash flows from operating activities
           
     Net loss
  $ (45,496 )   $ (147,735 )
     Adjustments to reconcile net loss to net cash used in operating activities
               
          Depreciation and amortization
    55,937       107,725  
     Changes in assets and liabilities:
               
     (Increase) decrease in -
               
          Accounts receivables
    3,116       141,200  
          Inventories
    40,742       (80,877 )
          Prepaid expenses
    153,248       (147,564 )
     Increase (decrease) in -
               
          Accounts payable and other payable
    (884 )     (864,629 )
          Accrued expenses
    (29,655 )     (31,115 )
                 
                    Net cash provided by (used in) operating activities
    177,008       (1,022,995 )
                 
Cash flows from investing activities
               
     Loan to shareholders
    (1,385,061 )     -  
     Loan to related parties
    (5,462 )     (837,944 )
                 
                    Net cash used in investing activities
    (1,390,523 )     (837,944 )
                 
Cash flows from financing activities
               
     Repayment of short-term loan
    (292,648 )     (112,717 )
     Proceeds from shareholder loans
    1,463,238       -  
     Proceeds from related party loans    
    10,475       1,700,209  
                 
                    Net cash provided by financing activities
    1,181,065       1,587,493  
                 
Effect of exchange rate changes on cash and cash equivalents
    (294 )     19,883  
                 
Net decrease in cash and cash equivalents
    (32,744 )     (253,564 )
                 
Cash and cash equivalents, beginning of year
    48,257       301,821  
                 
Cash and cash equivalents, end of year
  $ 15,513     $ 48,257  
                 
Supplemental disclosures of cash flow information:
               
                 
          Interest paid   $ -     $ -  
          Income taxes paid   $ -     $ -  
                 
Non-cash financing activities:
               
          Shareholder loans converted to equity   $ 1,461,796     $ -  
 
 
 
F-5
 
The accompanying notes are an integral part of these financial statements

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

 
1.  
ORGANIZATION AND BASIS OF PRESENTATION

Ewenkeqi Beixue Dairy Co., Ltd. (the "Company"), established on April 27, 2005 under the laws of the People’s Republic of China (“PRC” or “China”), is engaged in the production, processing, distribution and development of powdered milk products in the PRC.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES - The preparation of financial statements in accordance with generally accepted accounting principles require management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RISKS OF LOSSES - The Company is potentially exposed to risks of losses that may result from business interruptions, injury to others (including employees) and damage to property.  These losses may be uninsured, especially due to the fact that the Company's operations are in China, where business insurance is not readily available.  If: (i) information is available before the Company's financial statements are issued or are available to be issued indicates that such loss is probable and (ii) the amount of the loss can be reasonably estimated, an estimated loss will be accrued by a charge to income.  If such loss is probable but the amount of loss cannot be reasonably estimated, the loss shall be charged to the income of the period in which the loss can be reasonably estimated and shall not be charged retroactively to an earlier period.  As of September 30, 2009 and 2008, the Company has not experienced any uninsured losses from injury to others or other losses.

SUBSEQUENT EVENTS - The Company has evaluated subsequent events that have occurred through the filing date and disclosed it in note 9.

CASH AND CASH EQUIVALENTS - The Company considers cash and cash equivalents to include cash on hand and deposits with banks with an original maturity of three months or less.

ACCOUNTS RECEIVABLE - The Company's policy is to maintain reserves for potential credit losses on accounts receivable. Provision is made against accounts receivable to the extent which they are considered to be doubtful. Accounts receivable in the balance sheet is stated net of such provision.

 
 
F-6


 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVENTORIES - Inventories comprise raw materials, work in progress, finished goods and packing materials and are stated at the lower of cost or market value. Cost is calculated using the weighted average method and includes all costs to acquire and any overhead costs incurred in bringing the inventories to their present location and condition. Overhead costs included in finished goods inventory include direct labor cost and other costs directly applicable to the manufacturing process, including utilities, supplies, repairs and maintenances, and depreciation expense. Market value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to complete the sale. Management compares the cost of inventory with market value and an allowance is made for writing down the inventory to its market value, if lower.  Management writes off obsolete inventory when it occurs.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property, plant and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets on a straight-line basis. The estimated useful lives for significant property, plant and equipment categories are as follows:
 
  Building 30 years  
       
  Machinery, equipment and automobiles 5-10 years  
 
Construction in progress represents the direct costs of construction or acquisition incurred. Upon completion and readiness for use of the assets, capitalization of these costs ceases and the cost of construction in progress is transferred to fixed assets. No depreciation is provided until the project is completed and the assets are ready for intended use.

The Company periodically reviews the carrying value of long-lived assets in accordance with ASC 360, “Property, Plant, and Equipment”. When estimated future cash flows generated by those assets are less than the carrying amounts of the assets, the Company recognizes an impairment loss equal to the amount by which the carrying value exceeded the fair value of assets. Based on its review, the Company has determined that there were no impairments of its long-lived assets as of September 30, 2009.

REVENUE RECOGNITION - The Company's revenue recognition policies are in compliance with ASC 605. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.

 
EMPLOYEE BENEFIT COSTS - Mandatory contributions are made to the Chinese Government’s health, retirement benefit and unemployment schemes at the statutory rates in force during the period, based on gross salary payments. The cost of these payments is charged to the statement of income in the same period as the related salary cost.
 
 
F-7

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
COMPREHENSIVE INCOME (LOSS) – Comprehensive income (loss) is defined to include changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, items that are required to be recognized under current accounting standards as components of comprehensive income (loss) are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income (loss) includes net income (loss) and the foreign currency translation gain, net of tax.
 
EARNINGS (LOSS) PER SHARE – The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted earnings (loss) per share. Basic earnings (loss) per share is measured as net income divided by the weighted average common shares outstanding for the period. Diluted earnings (loss) per share is similar to basic earnings (loss) per share but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings (loss) per share.
 
TAXATION - - The Company utilizes ASC 740, “Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to realized.
 
FOREIGN CURRENCY TRANSLATION - The Company's principal country of operations is the PRC. The financial position and results of operations of the Company are determined using the local currency ("RMB") as the functional currency. The results of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of shareholders' equity as "Accumulated Other Comprehensive Income".
 
 

 
 
F-8
 
 
 

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 

 
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of certain financial instruments, including cash, accounts receivable, other receivables, accounts payable, accrued expenses, advances from customers, and other payables approximate their fair values as of September 30, 2009 and 2008 due to the relatively short-term nature of these instruments.
 
CONCENTRATIONS OF BUSINESS AND CREDIT RISK - The Company maintains certain bank accounts in the PRC which are not protected by insurance.
 
The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC and the general state of the PRC's economy.
 
The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. The Company's operating results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
 
NEW ACCOUNTING PRONOUNCEMENTSIn January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2.  A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.  2)  Activity in Level 3 fair value measurements.  In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.
 

 
F-9

 
 

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 

 
 
2. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity.  The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

 

 
 

 
 

 
 
F-10

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 
 
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In December 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The amendments in this Update also require additional disclosures about a reporting entity’s involvement in variable interest entities, which will enhance the information provided to users of financial statements. The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.The amendments in this Accounting Standards Update improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In October 2009, the FASB issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing.  This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation.  This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company is currently evaluating the impact of this ASU on its financial statements.
 

 
 

F-11

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 
 
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In August 2009, the FASB issued an Accounting Standards Update (“ASU”) regarding measuring liabilities at fair value. This ASU provides additional guidance clarifying the measurement of liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available; under those circumstances, a reporting entity is required to measure fair value using one or more of valuation techniques, as defined. This ASU is effective for the first reporting period, including interim periods, beginning after the issuance of this ASU. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued ASC 105,  “The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification TM (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of ASC 105, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. Adoption of ASC 105 did not have a material impact on the Company’s results of operations or financial position.

 
In June 2009, the FASB issued ASC 810, “Amendments to FASB Interpretation No. 46(R)” to improve financial reporting by enterprises involved with variable interest entities. ASC 810 addresses (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166 and (2) concerns about the application of certain key provisions of FIN 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. ASC 810 will be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within the first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company does not expect the adoption of ASC 810 to have a material impact on the Company’s results of operations or financial position.
 
 
In May 2009, the FASB issued ASC 855, “Subsequent Events”, (“ASC 855”) which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. An entity should apply the requirements of ASC 855 to interim or annual financial periods ending after June 15, 2009. Adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial position.
 
 

 
 

F-12
 

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 
 

 
3.  
INVENTORIES
 
Inventories consist of the following as of September 30, 2009 and 2008:

   
September 30, 2009
   
September 30, 2008
 
             
Raw materials
  $ 94,038     $ 96,068  
Finished goods
    27,162       66,790  
Total inventories
  $ 121,200     $ 162,858  
                 
 
4.  
FIXED ASSETS

Fixed assets consist of the following as of September 30, 2009 and 2008:

   
September 30, 2009
   
September 30, 2008
 
             
Building
  $ 955,981     $ 961,110  
Plant and machinery
    807,000       811,330  
      1,762,981       1,772,440  
Less: accumulated depreciation
    (300,977 )     (246,290 )
Total fixed assets, net
  $ 1,462,004     $ 1,526,150  
                 
 
Depreciation expense was $55,937 and $107,725 for the years ended September 30, 2009 and 2008, respectively.

5.  
RELATED PARTY TRANSACTIONS

As of September 30, 2009, the Company had $1,386,648 loan to shareholders, $1,003,066 due from related party, Hulunbeier Beixue Dairy Co., Ltd. and $1,778,218 due to related party, Hulunbeier Hailaer Beixue Dairy Factory. As of September 30, 2008, the Company had $1,002,950 due from related party, Hulunbeier Beixue Dairy Co., Ltd., and $1,777,215 due to related party, Hulunbeier Hailaer Beixue Dairy Factory. The amounts are unsecured, non-interest bearing and due on demand.

The Company sold raw materials and products to Hulunbeier Hailaer Beixue Dairy Factory. The related party sales totaled $63,133 and $38,508 for the year ended September 30, 2009 and 2008, respectively.

6.  
SHAREHOLDERS’ EQUITY

The Company’s registered capital is RMB 500,000 (approximately US$60,412). The industry practice in PRC does not require the issuance of stock certificates to the shareholders, nor a third party transfer agent to maintain the records. For the purpose of financial reporting, the Company elected to designate one (1) common share for each RMB contributed. Accordingly, there were a total of 500,000 shares issued and outstanding as of September 30, 2008 and 2009.



F-13

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 

 

7.  
INCOME TAXES

Under the Income Tax Laws of the PRC, the Company is generally subject to tax at a statutory rate of 25% and was, until January 2008, subject to tax at a statutory rate of 33% (30% state income taxes plus 3% local income taxes) on its taxable income.

Due to the net losses incurred, no income tax expense was accrued for the years ended September 30, 2009 and 2008. The net operating loss carry-forwards may be available to reduce future years’ taxable income and will expire in 2014. The Company intends to obtain preferential tax treatment of a three-year tax holiday for full Enterprise Income Tax exemption and therefore does not expect the realization of the benefits arising from these operating losses. Accordingly, the Company has provided a 100% valuation allowance at September 30, 2009 and 2008 for the temporary differences related to loss carry-forwards. Management reviews this valuation allowance periodically and makes adjustments as warranted.

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of September 30, 2009 and 2008 are as follows:

 
    As of September 30,  
   
2009
   
2008
 
Deferred tax assets:
           
Net operating loss carry forward
  $ 48,308     $ 36,934  
Less: valuation allowance
    (48,308 )     (36,934 )
                 
Net deferred tax assets
  $ -     $ -  

8.  
MAJOR CUSTOMERS

The Company had only one major customer, Hulunbeier Hailaer Beixue Dairy Factory (“Hailaer Beixue”), for the year ended September 30, 2009 with sales of $63,133, accounting for 100% of total sales for the fiscal year. Sales to Hailaer Bexixue. was $17,880 for the year ended September 30, 2008, approximately 3% of total sales for the fiscal year. There are no other major customers with individual sales over 10% of total sales. Accounts receivable from Hailaer Beixue was zero as of September 30, 2009 and 2008.
 
 
 
F-14

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 


9.  
SUBSEQUENT EVENT

On February 5, 2010, the Company entered into an Equity Transfer Agreement (“Agreement”) with Tengshun Technology and Development Co., Ltd. (“Tengshun Technology”), a wholly-owned subsidiary of Rodobo International, Inc. (“Rodobo”), a public company traded on the OTC Bulletin Board. Pursuant to the Agreement, Tengshun Technology agreed to acquire 100% of the equity interest in the Company for a cash payment of RMB500,000 (approximately $73,236) and 800,000 shares of Rodobo’s common stock.


 
 
 
 
 
F-15

 
 

 

 
 
 
 
 
EX-99.2 3 ex99x2.htm EXHIBIT 99.2 ex99x2.htm
Exhibit 99.2
 
 
 
EWENKEQI BEIXUE DAIRY CO., LTD.
BALANCE SHEETS

             
   
December 31,
   
September 30,
 
   
2009
   
2009
 
   
(Unaudited)
   
(Audited)
 
             
ASSETS
           
             
Current assets:
           
     Cash and cash equivalents
  $ 15,762     $ 15,513  
     Due from related parties
    -       1,003,066  
     Inventories
    26,471       121,200  
                 
          Total current assets
    42,233       1,139,779  
                 
Property, plant and equipment, net
    1,461,856       1,462,004  
                 
Other assets:
               
     Loan to shareholders
    1,655,624       -  
                 
          Total assets
  $ 3,159,713     $ 2,601,783  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current liabilities:
               
     Accounts payable
  $ 31,320     $ 31,322  
     Other payable
    3,548       3,371  
     Accrued expenses
    20,400       20,402  
     Loan from shareholders
    -       391,569  
     Due to related parties
    951,055       -  
                 
          Total current liabilities
    1,006,322       446,664  
                 
Shareholders' equity
               
     Registered capital
    60,412       60,412  
     Additional paid in capital
    2,325,484       2,325,484  
     Accumulated deficits
    (399,253 )     (397,744 )
     Accumulated other comprehensive income
    166,747       166,965  
                 
          Total shareholders' equity
    2,153,390       2,155,117  
                 
          Total liabilities and shareholders' equity
  $ 3,159,713     $ 2,601,782  
 
 
The accompanying notes are an integral part of these financial statements
 
F-1
 

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
STATEMENTS OF OPERATIONS
(UNAUDITED)

             
   
For The Three Months Ended December 31
 
   
2009
   
2008
 
             
             
Net sales
  $ -     $ -  
Cost of goods sold
    -       -  
                 
    Gross profit     -       -  
                 
Operating expenses:
               
Distribution expenses
    -       -  
General and administrative expenses
    1,509       37,031  
                 
    Total operating expenses     1,509       37,031  
                 
Operating loss
    (1,509 )     (37,031 )
                 
Other expenses
    -       13,434  
                 
Loss before income taxes
    (1,509 )     (50,465 )
                 
Provision for income taxes
    -       -  
                 
Net loss
  $ (1,509 )   $ (50,465 )
                 
Other comprehensive loss:
               
     Foreign currency translation adjustment
    (218 )     (3,660 )
                 
Comprehensive loss
  $ (1,727 )   $ (54,125 )
                 
Loss per share
               
     Basic and diluted
  $ (0.00 )   $ (0.10 )
                 
Weighted average shares outstanding
               
     Basic and diluted
    500,000       500,000  
 
 
The accompanying notes are an integral part of these financial statements
 
F-2
 

 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
STATEMENTS OF CASH FLOWS
(UNAUDITED)

             
   
For The Three Months Ended December 31,
 
   
2009
   
2008
 
             
Cash flows from operating activities
           
      Net loss
  $ (1,509 )   $ (50,465 )
      Adjustments to reconcile net loss to net cash used in operating activities
         
            Depreciation and amortization
    -       33,536  
      Changes in assets and liabilities:
               
      (Increase) decrease in -
               
            Accounts receivables
    -       (989,496 )
            Inventories
    94,712       6,925  
            Prepaid expenses
    -       9,843  
      Increase (decrease) in -
               
            Accounts payable and other payable
    177       1,765,896  
            Accrued expenses
    -       (40,357 )
                 
                  Net cash provided by operating activities
    93,380       735,882  
                 
Cash flows from investing activities
               
      Repayment from related parties
    1,002,910       995,680  
      Loan to shareholders
    (1,655,536 )     -  
                 
                  Net cash (used in) provided by investing activities
    (652,626 )     995,680  
                 
Cash flows from financing activities
               
      Repayment to shareholders
    (391,509 )     -  
      Repayment to related parties
    -       (1,764,334 )
      Proceeds from related party loans
    951,004       -  
                 
                  Net cash provided by (used in) financing activities
    559,495       (1,764,334 )
                 
Effect of exchange rate changes on cash and cash equivalents
    (2 )     (312 )
                 
Net increase (decrease) in cash and cash equivalents
    249       (33,084 )
                 
Cash and cash equivalents, beginning of period
    15,513       48,257  
                 
Cash and cash equivalents, end of period
  $ 15,762     $ 15,173  
                 
Supplemental disclosures of cash flow information:
               
                 
      Interest paid   $ -     $ -  
      Income taxes paid   $ -     $ -  
 
The accompanying notes are an integral part of these financial statements
 
F-3
 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

1.  
ORGANIZATION AND BASIS OF PRESENTATION

Ewenkeqi Beixue Dairy Co., Ltd. (the "Company"), established on April 27, 2005 under the laws of the People’s Republic of China (“PRC” or “China”), is engaged in the production, processing, distribution and development of powdered milk products in the PRC.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they may not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2009 and 2008 are not necessarily indicative of the results that may be expected for the full years.

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES - The preparation of financial statements in accordance with generally accepted accounting principles require management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RISKS OF LOSSES - The Company is potentially exposed to risks of losses that may result from business interruptions, injury to others (including employees) and damage to property.  These losses may be uninsured, especially due to the fact that the Company's operations are in China, where business insurance is not readily available.  If: (i) information is available before the Company's financial statements are issued or are available to be issued indicates that such loss is probable and (ii) the amount of the loss can be reasonably estimated, an estimated loss will be accrued by a charge to income.  If such loss is probable but the amount of loss cannot be reasonably estimated, the loss shall be charged to the income of the period in which the loss can be reasonably estimated and shall not be charged retroactively to an earlier period.  As of December 31, 2009 and 2008, the Company has not experienced any uninsured losses from injury to others or other losses.

SUBSEQUENT EVENTS - The Company has evaluated subsequent events that have occurred through the filing date and disclosed it in note 9.

CASH AND CASH EQUIVALENTS - The Company considers cash and cash equivalents to include cash on hand and deposits with banks with an original maturity of three months or less.

ACCOUNTS RECEIVABLE - The Company's policy is to maintain reserves for potential credit losses on accounts receivable. Provision is made against accounts receivable to the extent which they are considered to be doubtful. Accounts receivable in the balance sheet is stated net of such provision.

 
F-4
 

 
EWENKEQI BEIXUE DAIRY CO.,  LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVENTORIES - Inventories comprise raw materials, work in progress, finished goods and packing materials and are stated at the lower of cost or market value. Cost is calculated using the weighted average method and includes all costs to acquire and any overhead costs incurred in bringing the inventories to their present location and condition. Overhead costs included in finished goods inventory include direct labor cost and other costs directly applicable to the manufacturing process, including utilities, supplies, repairs and maintenances, and depreciation expense. Market value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to complete the sale. Management compares the cost of inventory with market value and an allowance is made for writing down the inventory to its market value, if lower.  Management writes off obsolete inventory when it occurs.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property, plant and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets on a straight-line basis. The estimated useful lives for significant property, plant and equipment categories are as follows:

 
  Building 30 years  
       
  Machinery, equipment and automobiles 5-10 years  

Construction in progress represents the direct costs of construction or acquisition incurred. Upon completion and readiness for use of the assets, capitalization of these costs ceases and the cost of construction in progress is transferred to fixed assets. No depreciation is provided until the project is completed and the assets are ready for intended use.

The Company periodically reviews the carrying value of long-lived assets in accordance with ASC 360, “Property, Plant, and Equipment”. When estimated future cash flows generated by those assets are less than the carrying amounts of the assets, the Company recognizes an impairment loss equal to the amount by which the carrying value exceeded the fair value of assets. Based on its review, the Company has determined that there were no impairments of its long-lived assets as of December 31, 2009.

REVENUE RECOGNITION - The Company's revenue recognition policies are in compliance with ASC 605. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.
 
EMPLOYEE BENEFIT COSTS - Mandatory contributions are made to the Chinese Government’s health, retirement benefit and unemployment schemes at the statutory rates in force during the period, based on gross salary payments. The cost of these payments is charged to the statement of income in the same period as the related salary cost.
 
 
F-5
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
COMPREHENSIVE INCOME (LOSS) – Comprehensive income (loss) is defined to include changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, items that are required to be recognized under current accounting standards as components of comprehensive income (loss) are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income (loss) includes net income (loss) and the foreign currency translation gain, net of tax.
 
 
EARNINGS (LOSS) PER SHARE – The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted earnings (loss) per share. Basic earnings (loss) per share is measured as net income divided by the weighted average common shares outstanding for the period. Diluted earnings (loss) per share is similar to basic earnings (loss) per share but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings (loss) per share.
 

TAXATION - - The Company utilizes ASC 740, “Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to realized.

 
FOREIGN CURRENCY TRANSLATION - The Company's principal country of operations is the PRC. The financial position and results of operations of the Company are determined using the local currency ("RMB") as the functional currency. The results of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of shareholders' equity as "Accumulated Other Comprehensive Income".
 
 

 
 
F-6
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 

 
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of certain financial instruments, including cash, accounts receivable, other receivables, accounts payable, accrued expenses, advances from customers, and other payables approximate their fair values as of December 31, 2009 and 2008 due to the relatively short-term nature of these instruments.
 
CONCENTRATIONS OF BUSINESS AND CREDIT RISK - The Company maintains certain bank accounts in the PRC which are not protected by insurance.
 
The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC and the general state of the PRC's economy.
 
The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. The Company's operating results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
 
NEW ACCOUNTING PRONOUNCEMENTSIn January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2.  A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.  2)  Activity in Level 3 fair value measurements.  In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.
 

 
 

F-7
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

 
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity.  The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.










F-8

 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In December 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The amendments in this Update also require additional disclosures about a reporting entity’s involvement in variable interest entities, which will enhance the information provided to users of financial statements. The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.The amendments in this Accounting Standards Update improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In October 2009, the FASB issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing.  This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation.  This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company is currently evaluating the impact of this ASU on its financial statements.
 

 
 
F-9
 
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

 
3. 
INVENTORIES
 
Inventories consist of the following as of December 31, 2009 and September 30, 2009:

   
December 31, 2009
   
September 30, 2009
 
             
Raw materials
  $ 26,471     $ 94,038  
Finished goods
    -       27,163  
Total inventories
  $ 26,471     $ 121,200  
                 
 
4.  
FIXED ASSETS

Fixed assets consist of the following as of December 31, 2009 and September 30, 2009:

   
December 31, 2009
   
September 30, 2009
 
             
Building
  $ 955,884     $ 955,981  
Plant and machinery
    806,919       807,000  
      1,762,803       1,762,981  
Less: accumulated depreciation
    (300,947 )     (300,977 )
Total fixed assets, net
  $ 1,461,856     $ 1,462,004  
                 
 
 
As the Company has ceased production since March 2009, there was no depreciation expense for the three months ended December 31, 2009. Depreciation expense was $33,536 for the three months ended December 31, 2008.

5.  
RELATED PARTY TRANSACTIONS

During the normal course of the business, the Company, from time to time, temporarily borrows money from its principal shareholders to finance the working capital as needed. The amounts are usually unsecured, non-interest bearing and due on demand. The Company had shareholder loans in the amount of zero and $391,569 as of December 31, 2009 and September 30, 2009, respectively.

As of December 31, 2009, the Company had $1,655,624 loan to shareholders, and $951,055 due to related party, Hulunbeier Hailaer Beixue Dairy Factory.  As of September 30, 2009, the Company had $1,003,066 due from related party, Hulunbeier Beixue Dairy Co., Ltd.

There were no related party sales for the three months ended December 31, 2009 and 2008.

6.  
SHAREHOLDERS’ EQUITY

The Company’s registered capital is RMB 500,000 (approximately US$60,412). Two individual shareholders, Honghai Zhang and Fengshun Zhang, owned 60% and 40% of the Company, respectively. On November 2, 2009, Yanbin Wang became a shareholder of the Company and owns 51% of the Company with the remaining 49% owned by Honghai Zhang.

 
 
 
F-10
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

 
6.  
SHAREHOLDERS’ EQUITY (Continued)

The industry practice in PRC does not require the issuance of stock certificates to the shareholders, nor a third party transfer agent to maintain the records. For the purpose of financial reporting, the Company elected to designate one (1) common share for each RMB contributed. Accordingly, there were a total of 500,000 shares issued and outstanding as of December 31, 2009 and September 30, 2009.

7.  
INCOME TAXES

Under the Income Tax Laws of the PRC, the Company is generally subject to tax at a statutory rate of 25% and was, until January 2008, subject to tax at a statutory rate of 33% (30% state income taxes plus 3% local income taxes) on its taxable income.

Due to the net loss incurred and loss carry-forwards available from previous years, no income tax expense was accrued for the three months ended December 31, 2009 and 2008. The net operating loss carry-forwards may be available to reduce future years’ taxable income and will expire in 2014. The Company intends to obtain preferential tax treatment of a three-year tax holiday for full Enterprise Income Tax exemption and therefore does not expect the realization of the benefits arising from these operating losses. Accordingly, the Company has provided a 100% valuation allowance at December 31, 2009 for the temporary differences related to loss carry-forwards. Management reviews this valuation allowance periodically and makes adjustments as warranted.

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of December 31, 2009 are as follows:
 
   
 
 
   
 
   
Deferred tax assets:
       
Net operating loss carry forward
  $ 48,685    
Less: valuation allowance
    (48,685 )  
           
Net deferred tax assets
  $ -    
 

8.  
MAJOR CUSTOMERS

The Company has ceased production since March 2009. There were no major customers with individual sales over 10% of total net revenue for the three months ended December 31, 2009 and 2008.







F-11
 

 
EWENKEQI BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008


9.  
SUBSEQUENT EVENT

On February 5, 2010, the Company entered into an Equity Transfer Agreement (“Agreement”) with Tengshun Technology and Development Co., Ltd. (“Tengshun Technology”), a wholly-owned subsidiary of Rodobo International, Inc. (“Rodobo”), a public company traded on the OTC Bulletin Board. Pursuant to the Agreement, Tengshun Technology agreed to acquire 100% of the equity interest in the Company for a cash payment of RMB500,000 (approximately $73,236) and 800,000 shares of Rodobo’s common stock.


 
 
 
F-12

 
 

 

 

 

 

EX-99.3 4 ex99x3.htm EXHIBIT 99.3 ex99x3.htm
Exhibit 99.3
 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
To the Board of Directors and Stockholders Hulunbeier Beixue Dairy Co., Ltd
 
We have audited the accompanying balance sheets of Hulunbeier Beixue Dairy Co., Ltd as of September 30, 2009 and 2008, and the related statements of operations, cash flows and stockholders' equity for each of the years in the two year periods ended September 30, 2009. Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the two year periods ended September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.
 


 
/s/ Friedman LLP
 
 
Marlton, NJ
April 7, 2010
 
 
F-1
 
 
 
 

HULUNBEIER BEIXUE DAIRY CO., LTD.
BALANCE SHEETS

             
   
As of September 30,
 
   
2009
   
2008
 
             
ASSETS
           
             
Current assets:
           
     Cash and cash equivalents
  $ 5,337     $ 8,328  
     Accounts receivable
    164,505       371,614  
     Inventories
    73,755       187,083  
     Prepaid expenses
    16,583       -  
                 
          Total current assets
    260,180       567,025  
                 
Property, plant and equipment, net
    4,656,548       4,128,126  
                 
Intangible assets, net
    679,477       698,027  
                 
          Total assets
  $ 5,596,205     $ 5,393,178  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current liabilities:
               
     Accounts payable
  $ 13,445     $ -  
     Other payable
    35,235       18,752  
     Accrued expenses
    21,584       227,935  
     Advances from customers
    10,284       -  
     Loan from shareholders
    717,284       1,266,870  
     Due to related parties
    1,754,639       1,217,318  
                 
          Total current liabilities
    2,552,471       2,730,875  
                 
Shareholders' equity
               
     Registered capital
    129,206       129,206  
     Additional paid in capital
    2,983,184       2,334,104  
     Accumulated deficits
    (211,644 )     (7,802 )
     Accumulated other comprehensive income
    142,988       206,795  
                 
          Total shareholders' equity
    3,043,734       2,662,303  
                 
          Total liabilities and shareholders' equity
  $ 5,596,205     $ 5,393,178  

 
The accompanying notes are an integral part of these financial statements
 
F-2
 

 
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
STATEMENTS OF OPERATIONS

             
   
For the Years Ended September 30,
 
   
2009
   
2008
 
             
             
Net sales
  $ 424,798     $ 5,799,981  
Cost of goods sold
    586,387       5,591,603  
                 
       Gross profit (loss)     (161,589 )     208,378  
                 
Operating expenses:
               
Distribution expenses
    5,242       120,685  
General and administrative expenses
    27,339       52,640  
                 
       Total operating expenses     32,581       173,325  
                 
Operating (loss) income
    (194,170 )     35,053  
                 
Other expenses
    9,672       6,861  
                 
(Loss) income before income taxes
    (203,842 )     28,192  
                 
Provision for income taxes
    -       7,079  
                 
Net (loss) income
  $ (203,842 )   $ 21,113  
                 
Other comprehensive (loss) income:
               
     Foreign currency translation adjustment
    (63,806 )     184,236  
                 
Comprehensive (loss) income
  $ (267,648 )   $ 205,349  
                 
(Loss) earnings per share
               
     Basic and diluted
  $ (0.20 )   $ 0.02  
                 
Weighted average shares outstanding
               
     Basic and diluted
    1,000,000       1,000,000  

 
The accompanying notes are an integral part of these financial statements
 
F-3

 
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

               
Accumulated Other
       
   
Registered
Capital
   
Additional
Paid in Capital
   
Accumulated
Deficits
   
Comprehensive Income
   
Total
 
                               
Balance at September 30, 2007
  $ 129,206     $ 653,781     $ (28,915 )   $ 22,558     $ 776,630  
                                         
Additional paid in capital
    -       1,730,965       -       -       1,730,965  
                                         
Net income for the year
    -       -       21,113       -       21,113  
                                         
Foreign currency translation gain
    -       -       -       184,236       184,236  
                                         
Balance at September 30, 2008
  $ 129,206     $ 2,384,746     $ (7,802 )   $ 206,794     $ 2,712,944  
                                         
Additional paid in capital
    -       598,438       -       -       598,438  
                                         
Net loss for the year
    -       -       (203,842 )     -       (203,842 )
                                         
Foreign currency translation loss
    -       -       -       (63,806 )     (63,806 )
                                         
Balance at September 30, 2009
  $ 129,206     $ 2,983,184     $ (211,644 )   $ 142,988     $ 3,043,734  
 
 
 
 
The accompanying notes are an integral part of these financial statements
 
F-4
 

 
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
STATEMENTS OF CASH FLOWS

             
             
             
             
             
   
For The Years Ended September 30,
 
   
2009
   
2008
 
             
Cash flows from operating activities
           
     Net (loss) income
  $ (203,842 )   $ 21,113  
     Adjustments to reconcile net income to net cash provided by operating activities
               
          Depreciation and amortization
    149,899       169,258  
     Changes in assets and liabilities:
               
     (Increase) decrease in -
               
          Accounts receivables
    204,892       (355,512 )
          Inventories
    112,200       (178,976 )
          Prepaid expenses
    (16,564 )     -  
     Increase (decrease) in -
               
          Accounts payable and other payable
    29,993       17,940  
          Accrued expenses
    (204,900 )     218,059  
          Advance from customers
    10,272       -  
                 
                    Net cash provided by (used in) operating activities
    81,950       (108,119 )
                 
Cash flows from investing activities
               
     Purchase of fixed assets
    (85,885 )     (2,400,832 )
                 
                    Net cash used in investing activities
    (85,885 )     (2,400,832 )
                 
Cash flows from financing activities
               
     Proceeds from related party loans
    543,195       1,164,572  
     Proceeds from shareholder loans
    -       1,211,977  
     Repayment to shareholders
    (542,203 )     -  
                 
                    Net cash provided by financing activities
    992       2,376,549  
                 
Effect of exchange rate changes on cash and cash equivalents
    (48 )     8,175  
                 
Net decrease in cash and cash equivalents
    (2,989 )     (124,227 )
                 
Cash and cash equivalents, beginning of year
    8,328       132,555  
                 
Cash and cash equivalents, end of year
  $ 5,337     $ 8,328  
                 
Supplemental disclosures of cash flow information:
               
                 
     Interest paid   $ -     $ -  
     Income taxes paid   $ -     $ -  
                 
Non-cash investing and financing activities:
               
     Capital contribution in the form of fixed assets   $ 598,438     $ 1,680,323  

The accompanying notes are an integral part of these financial statements
 
F-5
 
 

 
 
HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008


1.  
ORGANIZATION AND BASIS OF PRESENTATION

Hulunbeier Beixue Dairy Co., Ltd. (the "Company"), established on March 26, 2007 under the laws of the People’s Republic of China (“PRC” or “China”), is engaged in the production, processing, distribution and development of powdered milk products in the PRC.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES - The preparation of financial statements in accordance with generally accepted accounting principles require management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RISKS OF LOSSES - The Company is potentially exposed to risks of losses that may result from business interruptions, injury to others (including employees) and damage to property.  These losses may be uninsured, especially due to the fact that the Company's operations are in China, where business insurance is not readily available.  If: (i) information is available before the Company's financial statements are issued or are available to be issued indicates that such loss is probable and (ii) the amount of the loss can be reasonably estimated, an estimated loss will be accrued by a charge to income.  If such loss is probable but the amount of loss cannot be reasonably estimated, the loss shall be charged to the income of the period in which the loss can be reasonably estimated and shall not be charged retroactively to an earlier period.  As of September 30, 2009 and 2008, the Company has not experienced any uninsured losses from injury to others or other losses.

SUBSEQUENT EVENTS - The Company has evaluated subsequent events that have occurred through the filing date and disclosed it in note 10.

CASH AND CASH EQUIVALENTS - The Company considers cash and cash equivalents to include cash on hand and deposits with banks with an original maturity of three months or less.

ACCOUNTS RECEIVABLE - The Company's policy is to maintain reserves for potential credit losses on accounts receivable. Provision is made against accounts receivable to the extent which they are considered to be doubtful. Accounts receivable in the balance sheet is stated net of such provision.


F-6
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVENTORIES - Inventories comprise raw materials, work in progress, finished goods and packing materials and are stated at the lower of cost or market value. Cost is calculated using the weighted average method and includes all costs to acquire and any overhead costs incurred in bringing the inventories to their present location and condition. Overhead costs included in finished goods inventory include direct labor cost and other costs directly applicable to the manufacturing process, including utilities, supplies, repairs and maintenances, and depreciation expense. Market value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to complete the sale. Management compares the cost of inventory with market value and an allowance is made for writing down the inventory to its market value, if lower.  Management writes off obsolete inventory when it occurs.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property, plant and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets on a straight-line basis. The estimated useful lives for significant property, plant and equipment categories are as follows:
 
  Building 30 years  
       
  Machinery, equipment and automobiles 5-10 years  
 
Construction in progress represents the direct costs of construction or acquisition incurred. Upon completion and readiness for use of the assets, capitalization of these costs ceases and the cost of construction in progress is transferred to fixed assets. No depreciation is provided until the project is completed and the assets are ready for intended use.

The Company periodically reviews the carrying value of long-lived assets in accordance with ASC 360, “Property, Plant, and Equipment”. When estimated future cash flows generated by those assets are less than the carrying amounts of the assets, the Company recognizes an impairment loss equal to the amount by which the carrying value exceeded the fair value of assets. Based on its review, the Company has determined that there were no impairments of its long-lived assets as of September 30, 2009.

REVENUE RECOGNITION - The Company's revenue recognition policies are in compliance with ASC 605. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.

ADVANCES FROM CUSTOMERS - Revenue from the sale of goods is recognized when goods are delivered. Non-refundable receipts in advance for goods to be delivered in the subsequent year are carried forward as deferred revenue.
 
 
F-7
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
EMPLOYEE BENEFIT COSTS - Mandatory contributions are made to the Chinese Government’s health, retirement benefit and unemployment schemes at the statutory rates in force during the period, based on gross salary payments. The cost of these payments is charged to the statement of income in the same period as the related salary cost.
 
 
COMPREHENSIVE INCOME (LOSS) – Comprehensive income (loss) is defined to include changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, items that are required to be recognized under current accounting standards as components of comprehensive income (loss) are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income (loss) includes net income (loss) and the foreign currency translation gain, net of tax.
 
 
EARNINGS (LOSS) PER SHARE – The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted earnings (loss) per share. Basic earnings (loss) per share is measured as net income divided by the weighted average common shares outstanding for the period. Diluted earnings (loss) per share is similar to basic earnings (loss) per share but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings (loss) per share.
 
TAXATION – The Company utilizes ASC 740, “Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to realized.
 
FOREIGN CURRENCY TRANSLATION - The Company's principal country of operations is the PRC. The financial position and results of operations of the Company are determined using the local currency ("RMB") as the functional currency. The results of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of shareholders' equity as "Accumulated Other Comprehensive Income".
 
 
F-8
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of certain financial instruments, including cash, accounts receivable, other receivables, accounts payable, accrued expenses, advances from customers, and other payables approximate their fair values as of September 30, 2009 and 2008 due to the relatively short-term nature of these instruments.
 
 
CONCENTRATIONS OF BUSINESS AND CREDIT RISK - The Company maintains certain bank accounts in the PRC which are not protected by insurance.
 
 
The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC and the general state of the PRC's economy.
 
 
The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. The Company's operating results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
 
NEW ACCOUNTING PRONOUNCEMENTSIn January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2.  A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.  2)  Activity in Level 3 fair value measurements.  In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.


F-9
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008


 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity.  The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

 

 
 

 
 

F-10
 
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In December 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The amendments in this Update also require additional disclosures about a reporting entity’s involvement in variable interest entities, which will enhance the information provided to users of financial statements. The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.The amendments in this Accounting Standards Update improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In October 2009, the FASB issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing.  This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation.  This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company is currently evaluating the impact of this ASU on its financial statements.
 

 
 

 
F-11
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

 
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In August 2009, the FASB issued an Accounting Standards Update (“ASU”) regarding measuring liabilities at fair value. This ASU provides additional guidance clarifying the measurement of liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available; under those circumstances, a reporting entity is required to measure fair value using one or more of valuation techniques, as defined. This ASU is effective for the first reporting period, including interim periods, beginning after the issuance of this ASU. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued ASC 105,  “The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification TM (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of ASC 105, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. Adoption of ASC 105 did not have a material impact on the Company’s results of operations or financial position.
 
In June 2009, the FASB issued ASC 810, “Amendments to FASB Interpretation No. 46(R)” to improve financial reporting by enterprises involved with variable interest entities. ASC 810 addresses (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166 and (2) concerns about the application of certain key provisions of FIN 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. ASC 810 will be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within the first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company does not expect the adoption of ASC 810 to have a material impact on the Company’s results of operations or financial position.
 
In May 2009, the FASB issued ASC 855, “Subsequent Events”, (“ASC 855”) which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. An entity should apply the requirements of ASC 855 to interim or annual financial periods ending after June 15, 2009. Adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial position.
 
 

 
 
F-12
 
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

 
 

 
3.  
INVENTORIES

 
Inventories consist of the following as of September 30, 2009 and 2008:

   
September 30, 2009
   
September 30, 2008
 
             
Raw materials
  $ 73,755     $ 29,276  
Finished goods
    -       157,807  
Total inventories
  $ 73,755     $ 187,083  
                 
 
4.  
FIXED ASSETS

Fixed assets consist of the following as of September 30, 2009 and 2008:

   
September 30, 2009
   
September 30, 2008
 
             
Building
  $ 2,918,720     $ 2,770,830  
Plant and machinery
    2,033,349       1,519,315  
Computer and equipment
    879       -  
      4,952,949       4,290,145  
Less: accumulated depreciation
    (296,401 )     (162,020 )
Total fixed assets, net
  $ 4,656,548     $ 4,128,126  
                 
 
Depreciation expense was $135,074 and $154,354 for the years ended September 30, 2009 and 2008, respectively.

5.  
INTANGIBLE ASSETS

All land in the People’s Republic of China is government owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” to use the land and the power line underneath. The Company entered into a land use right agreement on May 16, 2005 with Inner Mongolia Autonomous Region Hulunbeier City Land Management Burea, which sets forth the right to use a 22,699 square metres land for 50 years. Under the agreement, the total fees amounted to RMB 5.06 million (approximately US$741,247). The land use right is amortized on a straight line basis over 50 years. Amortization expense was $14,825 and $14,904 for the years ended September 30, 2009 and 2008, respectively.

Net intangible assets at September 30, 2009 and 2008 were as follows:
 
    September 30, 2009     September 30, 2008  
Land use right   $ 741,247     $ 745,225  
Less: accumulated amortization     (61,771 )     (47,198 )
Total intangible assets, net    $ 679,477     $ 698,027  
 

F-13
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

 

5.  
INTANGIBLE ASSETS (Continued)

Based upon current assumptions, the Company expects that the land use right will be amortized over the next five years according to the following schedule:
 
 
    As of September 30,  
 2010   $ 14,825  
 2011     14,825  
 2012     14,825  
 2013     14,825  
 2014     14,825  
 Thereafter     605,352  
    $ 679,477  

6.  
RELATED PARTY TRANSACTIONS

During the normal course of the business, the Company, from time to time, temporarily borrows money from its principal shareholders to finance the working capital as needed. The amounts are usually unsecured, non-interest bearing and due on demand. The Company had shareholder loans in the amount of $717,284 and $1,266,870 as of September 30, 2009 and September 30, 2008, respectively.

As of September 30, 2009, the Company had $1,754,639 due to related parties, of which $1,003,066 was due to Ewenkeqi Beixue Dairy Co., Ltd. and $751,573 was due to Hulunbeier Hailaer Beixue Dairy Factory. As of September 30, 2008, the Company had $1,217,318 due to related parties, of which $1,002,950 was due to Ewenkeqi Beixue Dairy Co., Ltd. and $214,368 was due to Hulunbeier Hailaer Beixue Dairy Factory.

There were no related party sales for the year ended September 30, 2009 and 2008.
 
7.  
SHAREHOLDERS’ EQUITY

The Company’s registered capital is RMB 1,000,000 (approximately US$129,206). The industry practice in PRC does not require the issuance of stock certificates to the shareholders, nor a third party transfer agent to maintain the records. For the purpose of financial reporting, the Company elected to designate one (1) common share for each RMB contributed. Accordingly, there were a total of 1,000,000 shares issued and outstanding as of September 30, 2008 and 2009.






F-14
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008





8.  
INCOME TAXES

Under the Income Tax Laws of the PRC, the Company is generally subject to tax at a statutory rate of 25% and was, until January 2008, subject to tax at a statutory rate of 33% (30% state income taxes plus 3% local income taxes) on its taxable income.

Due to the net loss incurred, no income tax expense was accrued for the year ended September 30, 2009. The net operating loss carry-forwards may be available to reduce future years’ taxable income and will expire in 2014. The Company intends to obtain preferential tax treatment of a three-year tax holiday for full Enterprise Income Tax exemption and therefore does not expect the realization of the benefits arising from this operating loss. Accordingly, the Company has provided a 100% valuation allowance at September 30, 2009 for the temporary differences related to loss carry-forwards. Management reviews this valuation allowance periodically and makes adjustments as warranted.

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of September 30, 2009 and 2008 are as follows:
 
   
As of September 30,
 
   
2009
   
2008
 
Deferred tax assets:
           
Net operating loss carry forward
  $ 50,960     $ -  
Less: valuation allowance
    (50,960 )     -  
                 
Net deferred tax assets
  $ -     $ -  


9.  
MAJOR CUSTOMERS

The following table presents sales from major customers with individual sales over 10% of total net revenue for the years ended September 30, 2009 and 2008:
 
 
     The Year Ended September 30,  
     2009      2008  
    Sales     % of sales     Accounts receivable     % of accounts receivable     Sales     % of sales     Accounts receivable     % of account receivable  
Qingdao Suokang   $ 201,927       48%     $ -       0%     $ 655,287       11%     $ -       0%  
Shanghai Aolan     164,317       39%       164,505       100%       1,090,216       19%       44,625       12%  
Heilongjiang Feihe     -       0%       -       0%       2,022,017       35%       -       0%  
 Total   $ 366,244       87%     $ 164,505       100%     $ 3,767,521       65%     $ 44,625       12%  
 





F-15
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008


 
10.  
SUBSEQUENT EVENT

On February 5, 2010, the Company entered into an Equity Transfer Agreement (“Agreement”) with Tengshun Technology and Development Co., Ltd. (“Tengshun Technology”), a wholly-owned subsidiary of Rodobo International, Inc. (“Rodobo”), a public company traded on the OTC Bulletin Board. Pursuant to the Agreement, Tengshun Technology agreed to acquire 100% of the equity interest in the Company for a cash payment of RMB1,000,000 (approximately $146,473) and 1,000,000 shares of Rodobo’s common stock.



 
 
 
 
 
F-16

 
 

 
 
 
EX-99.4 5 ex99x4.htm EXHIBIT 99.4 ex99x4.htm
Exhibit 99.4
 
HULUNBEIER BEIXUE DAIRY CO., LTD.
BALANCE SHEETS

   
December 31,
   
September 30,
 
   
2009
   
2009
 
   
(Unaudited)
   
(Audited)
 
             
ASSETS
           
             
Current assets:
           
      Cash and cash equivalents
  $ 8,194     $ 5,337  
      Accounts receivable
    164,489       164,505  
      Inventories
    979       73,755  
      Prepaid expenses
    21,140       16,583  
                 
            Total current assets
    194,802       260,181  
                 
Property, plant and equipment, net
    4,656,077       4,656,548  
                 
Intangible assets, net
    675,702       679,477  
                 
            Total assets
  $ 5,526,581     $ 5,596,205  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current liabilities:
               
      Accounts payable
  $ 48,675     $ 13,445  
      Other payable
    -       35,235  
      Accrued expenses
    4,251       21,584  
      Advances from customers
    10,283       10,284  
      Loan from shareholders
    1,933,845       717,284  
      Due to related parties
    462,567       1,754,639  
                 
            Total current liabilities
    2,459,621       2,552,471  
                 
Shareholders' equity
               
      Registered capital
    129,206       129,206  
      Additional paid in capital
    2,983,183       2,983,183  
      Accumulated deficits
    (188,111 )     (211,644 )
      Accumulated other comprehensive income
    142,682       142,989  
                 
            Total shareholders' equity
    3,066,960       3,043,734  
                 
            Total liabilities and shareholders' equity
  $ 5,526,581     $ 5,596,205  


The accompanying notes are an integral part of these financial statements
 
F-1
 
 

 
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
STATEMENTS OF OPERATIONS
(UNAUDITED)

             
             
   
For The Three Months Ended December 31
 
   
2009
   
2008
 
             
             
Net sales
  $ -     $ 418,319  
Cost of goods sold
    -       388,972  
                 
       Gross profit     -       29,347  
                 
Operating expenses:
               
Distribution expenses
    -       52,387  
General and administrative expenses
    -       6,844  
                 
        Total operating expenses     -       59,231  
                 
Operating loss
    -       (29,884 )
                 
Other income / (expenses)
    23,533       4,290  
                 
Income (loss) before income taxes
    23,533       (25,594 )
                 
Provision for income taxes
    -       -  
                 
Net income  (loss)
  $ 23,533     $ (25,594 )
                 
Other comprehensive income (loss):
               
      Foreign currency translation adjustment
    (307 )     (11,171 )
                 
Comprehensive income (loss)
  $ 23,226     $ (36,765 )
                 
Earnings (loss) per share
               
      Basic and diluted
  $ 0.02     $ (0.03 )
                 
Weighted average shares outstanding
               
      Basic and diluted
    1,000,000       1,000,000  

 
The accompanying notes are an integral part of these financial statements
 
F-2
 
 

 
 

 
HULUNBEIER BEIXUE DAIRY CO., LTD.
STATEMENTS OF CASH FLOWS
(UNAUDITED)

             
   
For The Three Months Ended December 31,
 
   
2009
   
2008
 
             
Cash flows from operating activities
           
      Net income (loss)
  $ 23,533     $ (25,594 )
      Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
         
            Depreciation and amortization
    3,706       37,446  
      Changes in assets and liabilities:
               
      (Increase) decrease in -
               
            Accounts receivables
    -       160,430  
            Inventories
    72,765       120,159  
            Prepaid expenses
    (4,558 )     (17,316 )
      Increase (decrease) in -
               
            Accounts payable and other payable
    0       2,163,986  
            Accrued expenses
    (17,330 )     (225,476 )
            Advance from customers
    -       10,264  
                 
                  Net cash provided by operating activities
    78,116       2,223,899  
                 
Cash flows from investing activities
               
      Purchase of fixed assets
    -       (2,559 )
      Cash used for contruction in progress
    -       (83,259 )
      Loan to related parties
    -       -  
                 
                  Net cash used in investing activities
    -       (85,818 )
                 
Cash flows from financing activities
               
      Repayment to related parties
    (1,291,826 )     (1,208,494 )
      Repayment to shareholders
    -       (932,934 )
      Proceeds from shareholder loans
    1,216,568       -  
                 
                  Net cash used in financing activities
    (75,258 )     (2,141,428 )
                 
Effect of exchange rate changes on cash and cash equivalents
    (1 )     (49 )
                 
Net increase (decrease) in cash and cash equivalents
    2,858       (3,396 )
                 
Cash and cash equivalents, beginning of period
    5,337       8,328  
                 
Cash and cash equivalents, end of period
  $ 8,194     $ 4,932  
                 
Non-cash investing and financing activities:
               
      Capital contribution in the form of fixed assets   $ -     $ 598,438  

The accompanying notes are an integral part of these financial statements
 
F-3
 
 
 

HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 
 
 

 
1.  
ORGANIZATION AND BASIS OF PRESENTATION

Hulunbeier Beixue Dairy Co., Ltd. (the "Company"), established on March 26, 2007 under the laws of the People’s Republic of China (“PRC” or “China”), is engaged in the production, processing, distribution and development of powdered milk products in the PRC.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they may not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2009 and 2008 are not necessarily indicative of the results that may be expected for the full years.

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES - The preparation of financial statements in accordance with generally accepted accounting principles require management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RISKS OF LOSSES - The Company is potentially exposed to risks of losses that may result from business interruptions, injury to others (including employees) and damage to property.  These losses may be uninsured, especially due to the fact that the Company's operations are in China, where business insurance is not readily available.  If: (i) information is available before the Company's financial statements are issued or are available to be issued indicates that such loss is probable and (ii) the amount of the loss can be reasonably estimated, an estimated loss will be accrued by a charge to income.  If such loss is probable but the amount of loss cannot be reasonably estimated, the loss shall be charged to the income of the period in which the loss can be reasonably estimated and shall not be charged retroactively to an earlier period.  As of December 31, 2009 and 2008, the Company has not experienced any uninsured losses from injury to others or other losses.

SUBSEQUENT EVENTS - The Company has evaluated subsequent events that have occurred through the filing date and disclosed it in note 10.

CASH AND CASH EQUIVALENTS - The Company considers cash and cash equivalents to include cash on hand and deposits with banks with an original maturity of three months or less.

ACCOUNTS RECEIVABLE - The Company's policy is to maintain reserves for potential credit losses on accounts receivable. Provision is made against accounts receivable to the extent which they are considered to be doubtful. Accounts receivable in the balance sheet is stated net of such provision.

 
F-4
 

 

HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 
 

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVENTORIES - Inventories comprise raw materials, work in progress, finished goods and packing materials and are stated at the lower of cost or market value. Cost is calculated using the weighted average method and includes all costs to acquire and any overhead costs incurred in bringing the inventories to their present location and condition. Overhead costs included in finished goods inventory include direct labor cost and other costs directly applicable to the manufacturing process, including utilities, supplies, repairs and maintenances, and depreciation expense. Market value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to complete the sale. Management compares the cost of inventory with market value and an allowance is made for writing down the inventory to its market value, if lower.  Management writes off obsolete inventory when it occurs.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property, plant and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets on a straight-line basis. The estimated useful lives for significant property, plant and equipment categories are as follows:
 
  Building 30 years  
       
  Machinery, equipment and automobiles 5-10 years  
 
Construction in progress represents the direct costs of construction or acquisition incurred. Upon completion and readiness for use of the assets, capitalization of these costs ceases and the cost of construction in progress is transferred to fixed assets. No depreciation is provided until the project is completed and the assets are ready for intended use.

The Company periodically reviews the carrying value of long-lived assets in accordance with ASC 360, “Property, Plant, and Equipment”. When estimated future cash flows generated by those assets are less than the carrying amounts of the assets, the Company recognizes an impairment loss equal to the amount by which the carrying value exceeded the fair value of assets. Based on its review, the Company has determined that there were no impairments of its long-lived assets as of December 31, 2009.

REVENUE RECOGNITION - The Company's revenue recognition policies are in compliance with ASC 605. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.

ADVANCES FROM CUSTOMERS - Revenue from the sale of goods is recognized when goods are delivered. Non-refundable receipts in advance for goods to be delivered in the subsequent period are carried forward as deferred revenue.
 
 
F-5
 

HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 
 

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
EMPLOYEE BENEFIT COSTS - Mandatory contributions are made to the Chinese Government’s health, retirement benefit and unemployment schemes at the statutory rates in force during the period, based on gross salary payments. The cost of these payments is charged to the statement of income in the same period as the related salary cost.
 
COMPREHENSIVE INCOME (LOSS) – Comprehensive income (loss) is defined to include changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, items that are required to be recognized under current accounting standards as components of comprehensive income (loss) are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income (loss) includes net income (loss) and the foreign currency translation gain, net of tax.
 
EARNINGS (LOSS) PER SHARE – The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted earnings (loss) per share. Basic earnings (loss) per share is measured as net income divided by the weighted average common shares outstanding for the period. Diluted earnings (loss) per share is similar to basic earnings (loss) per share but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings (loss) per share.
 
TAXATION – The Company utilizes ASC 740, “Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to realized.
 
FOREIGN CURRENCY TRANSLATION - The Company's principal country of operations is the PRC. The financial position and results of operations of the Company are determined using the local currency ("RMB") as the functional currency. The results of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of shareholders' equity as "Accumulated Other Comprehensive Income".
 
 
 
F-6
 

HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of certain financial instruments, including cash, accounts receivable, other receivables, accounts payable, accrued expenses, advances from customers, and other payables approximate their fair values as of December 31, 2009 and 2008 due to the relatively short-term nature of these instruments.
 
CONCENTRATIONS OF BUSINESS AND CREDIT RISK - The Company maintains certain bank accounts in the PRC which are not protected by insurance.
 
The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC and the general state of the PRC's economy.
 
The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. The Company's operating results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
 
NEW ACCOUNTING PRONOUNCEMENTSIn January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2.  A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.  2)  Activity in Level 3 fair value measurements.  In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.




F-7
 

HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 
 

 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity.  The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.











F-8

 

HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 
 
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In December 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The amendments in this Update also require additional disclosures about a reporting entity’s involvement in variable interest entities, which will enhance the information provided to users of financial statements. The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.The amendments in this Accounting Standards Update improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In October 2009, the FASB issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing.  This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation.  This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company is currently evaluating the impact of this ASU on its financial statements.
 

 
 

F-9

 

HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 
 

 
3.  
INVENTORIES
 
Inventories consist of the following as of December 31, 2009 and September 30, 2009:
 
   
December 31, 2009
   
September 30, 2009
 
             
Raw materials
  $ 979,748     $ 73,755  
Finished goods
    -       -  
Total inventories
  $ 979,748     $ 73,755  
                 
 
 
4.  
FIXED ASSETS

Fixed assets consist of the following as of December 31, 2009 and September 30, 2009:

   
December 31, 2009
   
September 30, 2009
 
             
Building
  $ 2,918,425     $ 2,918,720  
Plant and machinery
    2,033,144       2,033,349  
Computer and equipment
    879       879  
      4,952,448       4,952,949  
Less: accumulated depreciation
    (296,371 )     (296,401 )
Total fixed assets, net
  $ 4,656,077     $ 4,656,548  
                 
 
As the Company has ceased production since September 2009, there was no depreciation expense recorded for the three months ended December 31, 2009. Depreciation expense was $3,699 for the three months ended December 31, 2008.

5.  
INTANGIBLE ASSETS

All land in the People’s Republic of China is government owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” to use the land and the power line underneath. The Company entered into a land use right agreement on May 16, 2005 with Inner Mongolia Autonomous Region Hulunbeier City Land Management Burea, which sets forth the right to use a 22,699 square meters land for 50 years. Under the agreement, the total fees amounted to RMB 5.06 million (approximately US$741,247). The land use right is amortized on a straight line basis over 50 years. Amortization expense was $3,706 and $3,699 for the three months ended December 31, 2009 and 2008, respectively.

Net intangible assets at December 31, 2009 and September 30, 2009:
 
    December 31, 2009     September 30, 2009  
Land use right   $ 741,173     $ 741,247  
Less: accumulated amortization     (65,470 )     (61,771 )
Total intangible assets, net    $ 675,702     $ 679,477  
 

F-10
 

HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 
 
 
5.  
INTANGIBLE ASSETS (Continued)

Based upon current assumptions, the Company expects that the land use right will be amortized according to the following schedule:
 
 
    As of DEcember 31,  
 2010   $ 14,823  
 2011     14,823  
 2012     14,823  
 2013     14,823  
 2014     14,823  
 Thereafter     601,585  
    $ 675,702  

6.  
RELATED PARTY TRANSACTIONS

During the normal course of the business, the Company, from time to time, temporarily borrows money from its principal shareholders to finance the working capital as needed. The amounts are usually unsecured, non-interest bearing and due on demand. The Company had shareholder loans in the amount of $1,933,845 and $717,284 as of December 31, 2009 and September 30, 2009, respectively.

As of December 31, 2009, the Company had $462,567 due from related party, Hulunbeier Hailaer Beixue Dairy Factory. As of September 30, 2009, the Company had $1,754,639 due to related parties, of which $1,003,066 was due to Ewenkeqi Beixue Dairy Co., Ltd. and $751,573 was due to Hulunbeier Hailaer Beixue Dairy Factory.

There were no related party sales for the three months ended December 31, 2009 and 2008.

7.  
SHAREHOLDERS’ EQUITY

The Company’s registered capital is RMB 1,000,000 (approximately US$129,206). Honghai Zhang was the sole individual shareholder of the Company until November 2, 2009, when Yanbin Wang became a shareholder of the Company and owns 51% of the Company with the remaining 49% owned by Honghai Zhang.

The industry practice in PRC does not require the issuance of stock certificates to the shareholders, nor a third party transfer agent to maintain the records. For the purpose of financial reporting, the Company elected to designate one (1) common share for each RMB contributed. Accordingly, there were a total of 1,000,000 shares issued and outstanding as of December 31, 2009 and September 30, 2009.


F-11
 

HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 




8.  
INCOME TAXES

Under the Income Tax Laws of the PRC, the Company is generally subject to tax at a statutory rate of 25% and was, until January 2008, subject to tax at a statutory rate of 33% (30% state income taxes plus 3% local income taxes) on its taxable income.

Due to the net loss incurred, no income tax expense was accrued for the year ended September 30, 2009. The net operating loss carry-forwards may be available to reduce future years’ taxable income and will expire in 2014. The Company intends to obtain preferential tax treatment of a three-year tax holiday for full Enterprise Income Tax exemption and therefore does not expect the realization of the benefits arising from this operating loss. Accordingly, the Company has provided a 100% valuation allowance at December 31, 2009 for the temporary differences related to loss carry-forwards. Management reviews this valuation allowance periodically and makes adjustments as warranted.

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of December 31, 2009 are as follows:
 
 
   
 
 
   
 
   
Deferred tax assets:
       
Net operating loss carry forward
  $ 50,960    
Less: valuation allowance
    (50,960 )  
           
Net deferred tax assets
  $ -    
 

9.  
MAJOR CUSTOMERS

The following table presents sales from major customers with individual sales over 10% of total net revenue for the three months ended December 31, 2009 and 2008:
 
 
     The Year Ended December 31,  
     2009      2008  
    Sales     % of sales     Accounts receivable     % of accounts receivable     Sales     % of sales     Accounts receivable     % of account receivable  
Qingdao Suokang   $ -     NA     $ -       0%     $ 167,469       40%     $ -       0%  
Shanghai Aolan     -     NA       164,489       100%       136,277       33%       164,505       100%  
Mengniu Dairy     -     NA       -       0%       102,484       24%       -       0%  
 Total   $ -     NA     $ 164,489       100%     $ 406,231       97%     $ 164,505       100%  
 





F-12


 

HULUNBEIER BEIXUE DAIRY CO., LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 




10.  
SUBSEQUENT EVENT

On February 5, 2010, the Company entered into an Equity Transfer Agreement (“Agreement”) with Tengshun Technology and Development Co., Ltd. (“Tengshun Technology”), a wholly-owned subsidiary of Rodobo International, Inc. (“Rodobo”), a public company traded on the OTC Bulletin Board. Pursuant to the Agreement, Tengshun Technology agreed to acquire 100% of the equity interest in the Company for a cash payment of RMB1,000,000 (approximately $146,473) and 1,000,000 shares of Rodobo’s common stock.




 
 
F-13

 
 
 

 


 

 
 
 
 
EX-99.5 6 ex99x5.htm EXHIBIT 99.5 ex99x5.htm
Exhibit 99.5
 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
To the Board of Directors and Stockholders Hulunbeier Hailaer Beixue Dairy Factory
 
 
We have audited the accompanying balance sheets of Hulunbeier Hailaer Beixue Dairy Factory as of September 30, 2009 and 2008, and the related statements of operations, cash flows and stockholders' equity for each of the years in the two year periods ended September 30, 2009. Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the two year periods ended September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.
 

 
/s/ Friedman LLP
 
 
Marlton, NJ
April 7, 2010
 
 
F-1
 
 
 
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
BALANCE SHEETS

 
             
 
           
             
             
   
As of September 30,
 
   
2009
   
2008
 
             
ASSETS
           
             
Current assets:
           
     Cash and cash equivalents
  $ 198,551     $ 1,148,644  
     Accounts receivable - net of allowance for bad debts of
               
          $7,787 and $7,829, respectively
    2,390,352       547,418  
     Other recievables
    -       82,581  
     Due from related parties
    2,529,792       1,991,583  
     Loan to others
    733,103       -  
     Tax receivable
    124,142       1,646,517  
     Inventories
    2,882,983       11,627,837  
     Prepaid expenses
    49,806       -  
     Advances to suppliers
    4,142,197       2,431,324  
                 
          Total current assets
    13,050,926       19,475,904  
                 
Property, plant and equipment, net
    10,903,037       9,233,706  
                 
Other assets:
               
     Restricted cash
    39,553       39,765  
     Loan to shareholders
    88,890       -  
     Intangible assets, net
    652,298       670,054  
                 
          Total other assets
    780,741       709,819  
                 
          Total assets
  $ 24,734,704     $ 29,419,429  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current liabilities:
               
     Accounts payable
  $ 1,505,050     $ 3,946,405  
     Short-term loan
    1,333,074       2,179,708  
     Other payables
    72,816       91,432  
     Accrued expenses
    548,346       329,928  
     Advances from customers
    3,242,297       8,995,176  
     Loan from shareholders
    -       3,459,907  
                 
          Total current liabilities
    6,701,583       19,002,556  
                 
Shareholders' equity
               
     Registered capital
    72,494       72,494  
     Additional paid in capital
    11,023,102       5,343,406  
     Retained earnings
    5,615,803       3,630,399  
     Accumulated other comprehensive income
    1,321,722       1,370,574  
                 
          Total shareholders' equity
    18,033,121       10,416,873  
                 
          Total liabilities and shareholders' equity
  $ 24,734,704     $ 29,419,429  


The accompanying notes are an integral part of these financial statements
 
 
F-2

 
 

 
HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
STATEMENTS OF OPERATIONS

             
   
For The Years Ended September 30,
 
   
2009
   
2008
 
             
             
Net sales
  $ 22,456,948     $ 19,441,754  
Cost of goods sold
    19,565,073       16,920,072  
                 
                  Gross profit     2,891,875       2,521,682  
                 
Operating expenses:
               
      Distribution expenses
    184,231       496,343  
      General and administrative expenses
    373,796       178,187  
                 
                  Total operating expenses     558,027       674,530  
                 
Operating income
    2,333,848       1,847,152  
                 
Interest expenses
    348,444       247,058  
                 
Income before income taxes
    1,985,404       1,600,094  
                 
Provision for income taxes
    -       -  
                 
Net income
  $ 1,985,404     $ 1,600,094  
                 
Other comprehensive income:
               
      Foreign currency translation adjustment
    (48,852 )     917,025  
                 
Comprehensive income
  $ 1,936,552     $ 2,517,119  
                 
Earnings per share
               
      Basic and diluted
  $ 3.31     $ 2.67  
                 
Weighted average shares outstanding
               
      Basic and diluted
    600,000       600,000  


The accompanying notes are an integral part of these financial statements
 
F-3
 

 
 

 
HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

                             
   
Registered
   
Additional
   
Retained
   
Accumulated Other
Comprehensive
       
   
Capital
   
Paid in Capital
   
Earnings
   
Income
   
Total
 
                               
Balance at September 30, 2007
  $ 72,494     $ 4,637,774     $ 2,030,305     $ 453,549     $ 7,194,121  
                                         
Additional paid in capital
    -       705,632       -       -       705,632  
                                         
Net income for the year
    -       -       1,600,094       -       1,600,094  
                                         
Foreign currency translation gain
    -       -       -       917,025       917,025  
                                         
Balance at September 30, 2008
  $ 72,494     $ 5,343,406     $ 3,630,399     $ 1,370,574     $ 10,416,873  
                                         
Additional paid in capital
    -       5,679,696       -       -       5,679,696  
                                         
Net income for the year
    -       -       1,985,404       -       1,985,404  
                                         
Foreign currency translation loss
    -       -       -       (48,852 )     (48,852 )
                                         
Balance at September 30, 2009
  $ 72,494     $ 11,023,102     $ 5,615,803     $ 1,321,722     $ 18,033,121  

The accompanying notes are an integral part of these financial statements
 
 
F-4

 
 

 
HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
STATEMENTS OF CASH FLOWS

             
   
For The Years Ended September 30,
 
   
2009
   
2008
 
             
Cash flows from operating activities
           
     Net income
  $ 1,985,404     $ 1,600,094  
     Adjustments to reconcile net income to net cash provided by operating activities
         
          Depreciation and amortization
    799,980       579,056  
          Allowance for advances to suppliers
    159,837       -  
     Changes in assets and liabilities:
               
     (Increase) decrease in -
               
          Accounts receivable and other receivables
    (1,761,695 )     241,238  
          Tax receivable
    1,511,854       (1,575,174 )
          Inventories
    8,672,854       (10,182,741 )
          Prepaid expenses
    (49,750 )     -  
          Advances to suppliers
    (1,881,710 )     (2,325,976 )
     Increase (decrease) in -
               
          Accounts payable and other payable
    (195,482 )     3,942,242  
          Accrued expenses
    219,927       (344,506 )
          Advances from customers
    (5,698,340 )     8,605,418  
                 
                    Net cash provided by operating activities
    3,762,879       539,651  
                 
Cash flows from investing activities
               
     Purchase of fixed assets
    (2,502,456 )     (322,359 )
     Loan to related parties
    (548,208 )     (1,905,289 )
     Loan to others
    (732,263 )     -  
     Loan to shareholders
    (88,788 )        
     Repayment from shareholders
    -       1,972,545  
                 
                    Net cash used in investing activities
    (3,871,715 )     (255,103 )
                 
Cash flows from financing activities
               
     Proceeds from short-term loan
    980,369       84,538  
     Repayment of short-term loan
    (1,814,415 )     -  
     Restricted cash paid to banks
    -       (2,818 )
     Proceeds from shareholder loans
    -       144,278  
                 
                    Net cash (used in) provided by financing activities
    (834,046 )     225,998  
                 
Effect of exchange rate changes on cash and cash equivalents
    (7,211 )     82,520  
                 
Net (decrease) increase in cash and cash equivalents
    (950,093 )     593,066  
                 
Cash and cash equivalents, beginning of year
    1,148,644       555,578  
                 
Cash and cash equivalents, end of year
  $ 198,551     $ 1,148,644  
                 
Supplemental disclosures of cash flow information:
               
                 
     Interest paid   $ 274,692     $ 119,606  
     Income taxes paid   $ -     $ -  
                 
Non-cash financing activities:
               
     Liabilities converted to equity   $ 5,679,696     $ -  
     Capital contributed in the form of intangible assets   $ -     $ 705,632  
 
The accompanying notes are an integral part of these financial statements
 
F-5
 
 

 

 
HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 
 
 

1.  
ORGANIZATION AND BASIS OF PRESENTATION

Hulunbeier Hailaer Beixue Dairy Factory (the "Company"), established on February 4, 2002 under the laws of the People’s Republic of China (“PRC” or “China”), is engaged in the production, processing, distribution and development of powdered milk products in the PRC.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES - The preparation of financial statements in accordance with generally accepted accounting principles require management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RISKS OF LOSSES - The Company is potentially exposed to risks of losses that may result from business interruptions, injury to others (including employees) and damage to property.  These losses may be uninsured, especially due to the fact that the Company's operations are in China, where business insurance is not readily available.  If: (i) information is available before the Company's financial statements are issued or are available to be issued indicates that such loss is probable and (ii) the amount of the loss can be reasonably estimated, an estimated loss will be accrued by a charge to income.  If such loss is probable but the amount of loss cannot be reasonably estimated, the loss shall be charged to the income of the period in which the loss can be reasonably estimated and shall not be charged retroactively to an earlier period.  As of September 30, 2009 and 2008, the Company has not experienced any uninsured losses from injury to others or other losses.

SUBSEQUENT EVENTS - The Company has evaluated subsequent events that have occurred through the filing date and disclosed it in note 16.

CASH AND CASH EQUIVALENTS - The Company considers cash and cash equivalents to include cash on hand and deposits with banks with an original maturity of three months or less.

ACCOUNTS RECEIVABLE - The Company's policy is to maintain reserves for potential credit losses on accounts receivable. Provision is made against accounts receivable to the extent which they are considered to be doubtful. Accounts receivable in the balance sheet is stated net of such provision.

F-6

 
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVENTORIES - Inventories comprise raw materials, work in progress, finished goods and packing materials and are stated at the lower of cost or market value. Cost is calculated using the weighted average method and includes all costs to acquire and any overhead costs incurred in bringing the inventories to their present location and condition. Overhead costs included in finished goods inventory include direct labor cost and other costs directly applicable to the manufacturing process, including utilities, supplies, repairs and maintenances, and depreciation expense. Market value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to complete the sale. Management compares the cost of inventory with market value and an allowance is made for writing down the inventory to its market value, if lower.  Management writes off obsolete inventory when it occurs.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property, plant and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets on a straight-line basis. The estimated useful lives for significant property, plant and equipment categories are as follows:
 
  Building 30 years  
       
  Machinery, equipment and automobiles 5-10 years  
 
Construction in progress represents the direct costs of construction or acquisition incurred. Upon completion and readiness for use of the assets, capitalization of these costs ceases and the cost of construction in progress is transferred to fixed assets. No depreciation is provided until the project is completed and the assets are ready for intended use.

The Company periodically reviews the carrying value of long-lived assets in accordance with ASC 360, “Property, Plant, and Equipment”. When estimated future cash flows generated by those assets are less than the carrying amounts of the assets, the Company recognizes an impairment loss equal to the amount by which the carrying value exceeded the fair value of assets. Based on its review, the Company has determined that there were no impairments of its long-lived assets as of September 30, 2009.

REVENUE RECOGNITION - The Company's revenue recognition policies are in compliance with ASC 605. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.

ADVANCES FROM CUSTOMERS - Revenue from the sale of goods is recognized when goods are delivered. Non-refundable receipts in advance for goods to be delivered in the subsequent year are carried forward as deferred revenue.

 
 
F-7
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
EMPLOYEE BENEFIT COSTS - Mandatory contributions are made to the Chinese Government’s health, retirement benefit and unemployment schemes at the statutory rates in force during the period, based on gross salary payments. The cost of these payments is charged to the statement of income in the same period as the related salary cost.
 
 
COMPREHENSIVE INCOME – Comprehensive income is defined to include changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation gain, net of tax.
 
 
EARNINGS PER SHARE – The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
 
 
TAXATION - The Company utilizes ASC 740, “Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to realized.
 
 
FOREIGN CURRENCY TRANSLATION - The Company's principal country of operations is the PRC. The financial position and results of operations of the Company are determined using the local currency ("RMB") as the functional currency. The results of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of shareholders' equity as "Accumulated Other Comprehensive Income".
 
 

F-8
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of certain financial instruments, including cash, accounts receivable, other receivables, accounts payable, accrued expenses, advances from customers, and other payables approximate their fair values as of September 30, 2009 and 2008 due to the relatively short-term nature of these instruments.
 
CONCENTRATIONS OF BUSINESS AND CREDIT RISK - The Company maintains certain bank accounts in the PRC which are not protected by insurance.
 
The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC and the general state of the PRC's economy.
 
The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. The Company's operating results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
 
NEW ACCOUNTING PRONOUNCEMENTSIn January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2.  A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.  2)  Activity in Level 3 fair value measurements.  In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.
 

 
 
F-9
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

2. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity.  The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.













F-10


 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008


 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In December 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The amendments in this Update also require additional disclosures about a reporting entity’s involvement in variable interest entities, which will enhance the information provided to users of financial statements. The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.The amendments in this Accounting Standards Update improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In October 2009, the FASB issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing.  This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation.  This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company is currently evaluating the impact of this ASU on its financial statements.



 
F-11
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008


 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In August 2009, the FASB issued an Accounting Standards Update (“ASU”) regarding measuring liabilities at fair value. This ASU provides additional guidance clarifying the measurement of liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available; under those circumstances, a reporting entity is required to measure fair value using one or more of valuation techniques, as defined. This ASU is effective for the first reporting period, including interim periods, beginning after the issuance of this ASU. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued ASC 105,  “The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification TM (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of ASC 105, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. Adoption of ASC 105 did not have a material impact on the Company’s results of operations or financial position.

 
In June 2009, the FASB issued ASC 810, “Amendments to FASB Interpretation No. 46(R)” to improve financial reporting by enterprises involved with variable interest entities. ASC 810 addresses (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166 and (2) concerns about the application of certain key provisions of FIN 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. ASC 810 will be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within the first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company does not expect the adoption of ASC 810 to have a material impact on the Company’s results of operations or financial position.
 
 
In May 2009, the FASB issued ASC 855, “Subsequent Events”, (“ASC 855”) which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. An entity should apply the requirements of ASC 855 to interim or annual financial periods ending after June 15, 2009. Adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial position.
 
 

 
 

F-12
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

 
 
3.  
ACCOUNTS RECEIVABLE
 
The Company’s accounts receivable as of September 30, 2009 and 2008 are summarized as follows:
 
   
September 30, 2009
   
September 30, 2008
 
Accounts receivable
  $ 2,398,139     $ 555,247  
Less: Allowance for doubtful accounts
    7,787       7,829  
Total net accounts receivable
  $ 2,390,352     $ 547,418  
 
The activity in the allowance for doubtful accounts as of September 30, 2009 and 2008 is summarized as follows:
 
   
September 30, 2009
   
September 30, 2008
 
Beginning balance
  $ 7,829     $ 7,073  
Change during the period
    (42     756  
Ending balance
  $ 7,787     $ 7,829  
 

4.  
LOAN TO OTHERS
 
The Company occasionally provides loans to non-related companies in order to develop favorable business relationships. These loans are usually free of interest and due upon demand. As of September 30, 2009, the Company had outstanding loans of $733,103 to one non-related company. There was no outstanding loans to non-related companies as of September 30, 2008. No allowance is considered necessary because the Company has collected the loan as of this report issued date.

5. 
INVENTORIES
 
Inventories consist of the following as of September 30, 2009 and 2008:

 
   
September 30, 2009
   
September 30, 2008
 
             
Raw materials
  $ 221,533     $ 403,765  
Work-in-progress
    685,355       133,771  
Finished goods
    1,976,095       11,090,301  
Total inventories
  $ 2,882,983     $ 11,627,837  
                 
 
6.  
ADVANCES TO SUPPLIERS

The Company makes advances to certain vendors for inventory purchases. The Company had $4,142,197 and $2,431,324 of advances to suppliers while the Company has not received relevant inventory as of September 30, 2009 and 2008, respectively. The allowances for advances to suppliers were $160,020 and zero as of September 30, 2009 and 2008, respectively.
 
 
 
 
 
F-13
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 
 
7.  
FIXED ASSETS

Fixed assets consist of the following as of September 30, 2009 and 2008:

   
September 30, 2009
   
September 30, 2008
 
             
Building
  $ 6,636,804     $ 6,672,413  
Plant and machinery
    5,687,684       3,405,163  
Motor vehicles
    458,964       275,236  
Computers and equipment
    62,590       43,386  
      12,846,042       10,396,198  
Less: accumulated depreciation
    (1,943,005 )     (1,162,492 )
Total fixed assets, net
  $ 10,903,037     $ 9,233,706  
                 
 
Depreciation expense was $785,816 and $565,418 for the years ended September 30, 2009 and 2008, respectively.

8.  
INTANGIBLE ASSETS

All land in the People’s Republic of China is government owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” to use the land and the power line underneath. The Company entered into a land use right agreement on October 14, 2002 with Inner Mongolia Autonomous Region Hulunbeier City Land Management Bureau, which sets forth the right to use a 21,139 square meters land for 50 years from September 26, 2005 to September 26, 2055. Under the agreement, the total fees amounted to RMB 4.84 million (approximately US$709,019). The land use right is amortized on a straight line basis over 50 years. Amortization expense was $14,180 and $14,256 for the years ended September 30, 2009 and 2008, respectively.

Net intangible assets at September 30, 2009 and 2008 were as follows:
 
    September 30, 2009     September 30, 2008  
Land use right   $ 709,020     $ 712,823  
Less: accumulated amortization     (56,722 )     (42,769 )
Total intangible assets, net    $ 652,298     $ 670,054  
 

Based upon current assumptions, the Company expects that the land use right will be amortized according to the following schedule:
 
    As of September 30,  
 2010   $ 14,180  
 2011     14,180  
 2012     14,180  
 2013     14,180  
 2014     14,180  
 Thereafter     581,396  
    $ 652,298  
 
 
 
F-14
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 
 
 
9.  
RELATED PARTY TRANSACTIONS

During the normal course of the business, the Company, from time to time, temporarily borrows money from its principal shareholders to finance the working capital as needed. The amounts are usually unsecured, non-interest bearing and due on demand. The Company had shareholder loans in the amount of $3,459,907 as of September 30, 2008, and the entire balance of shareholder loans has been converted to equity as of September 30, 2009.

As of September 30, 2009, the Company had $88,890 loans to shareholders and $2,529,792 due from related parties, including $1,778,218 due from Ewenkeqi Beixue Dairy Co., Ltd. and $751,574 due from Hulunbeier Beixue Dairy Co., Ltd. As of September 30, 2008, the Company had $1,991,583 due from related parties, of which $1,777,215 was due from Ewenkeqi Beixue Dairy Co. Ltd. and $214,368 was due from Hulunbeier Beixue Dairy Co. Ltd. The amounts are unsecured, non-interest bearing and due on demand.

The Company purchased raw materials and products from Ewenkeqi Beixue Dairy Co., Ltd. The total purchase was $63,133 and $38,508 for the years ended September 30, 2009 and 2008, respectively.

10.  
SHORT-TERM LOAN

As of September 30, 2009, the Company had a total of $1,333,074 short-term loans including the followings:
 
 Lender  Term  Weighted Average Annual Interest rate  Amount
Xinghai Credit Union  2009.07.06  2010.07.05  9.6%  351,580
Xinghai Credit Union  2009.03.12  2010.03.12  10.7%  175,790
Zhang fengshun (related party)  2009.03.20  Due on demand  9.8%  292,983
Hulunbeier City Rundafeng  2009.05.27  2009.12.26  21.2%  146,492
Hulunbeier City Rundafeng  2009.05.27  2009.12.26  21.2%  14,649
Chen Guibin (related party)
 2007.10.24
 Due on demand  20.6%  131,842
Zhang fengshun (related party)  2008.4.20  Due on demand  16.8%  131,842
Qiujui (related party)  2007.10.24  Due on demand   20.4%  87,895
Total        1,333,074
         
 
 
 
 
 
F-15
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
 
 
10.  
SHORT-TERM LOAN (Continued)
 
As of September 30, 2008, the Company had a total of $2,179,708 short-term loans, including the followings:
 
 Lender  Term  Weighted Average Annual Interest rate      Amount
China Construction Bank  2008.01.23  2009.01.23 12.6%    441,833
Xinghai Credit Union  2008.03.24  2009.03.12 12.7%     220,916
Xinghai Credit Union  2008.07.28  2009.07.28  13.5%      73,639
Xinghai Credit Union  2008.08.13  2009.08.13 13.5%     73,639
Fengdou Credit Union  2008.01.21  2009.01.21 12.6%      147,278
Fengdou Credit Union
 2008.03.24  2009.03.24  14.9%     294,555
Hake Credit Union  2008.03.24  2008.12.10  14.6%      147,278
Hake Credit Union
 2008.01.30
 2009.01.30  17.9%      44,183
Jianshe Credit Union  2008.01.25  2009.01.24  13.5%      147,278
Jianshe Credit Union  2008.03.20  2008.12.10  14.9%      147,278
Xinda Credit Union  2008.01.30  2009.01.30 13.2%     88,367
Chen Guibin (related party)  2007.10.24  Due on demand 14.6%     132,550
Zhang Gengshun (related party)  2008.4.20  Due on demand  13.8%     132,550
Qiujie (related party)  2007.10.24  Due on demand 12.1%     88,367
Total         2,179,708
             
 

 
The Company’s building with an estimate fair value of RMB 5,360,000 (approximately US$785,195) is used as collateral for the $175,790 loan with Xinghai Credit Union. Additionally, the $175,790 loan with Xinghai Credit Union is guaranteed by a non-related party, Hulunbeier Middle Small Corporation Investment Guarantor Limited. The $146,492 and $14,649 loans with Hunlunbeier City Rundafeng are guaranteed by a non-related party, Hulunbeier Jayin Motorcycle Trading Limited.

The loans with three related parties had an original term of 1 year. If the loan was extended beyond the original term, the interest rate would become 50% higher than original interest rate. Therefore, for the loans with Chen Guibin and Qiujie, interest rate was changed to 21.1% on October 24, 2008, and for the loan with Zhang Fengshun, interest rate was changed to 21.1% on April 20, 2009.

As of the date of this report, all short-term loans have been paid off except for the loan with Hulunbeier City Runddafeng with an original loan amount of $146,492 and remaining balance of $131,842, which the Company extended for another year with the same annual interest rate of 21.2%.

Interest expenses were $352,283 and $225,952 for the years ended September 30, 2009 and 2008, respectively.

11.  
SHAREHOLDERS’ EQUITY

The Company’s registered capital is RMB 600,000 (approximately US$72,494). The industry practice in PRC does not require the issuance of stock certificates to the shareholders, nor a third party transfer agent to maintain the records. For the purpose of financial reporting, the Company elected to designate one (1) common share for each RMB contributed. Accordingly, there were a total of 600,000 shares issued and outstanding as of September 30, 2008 and 2009.
 
 
 
F-16
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

12.  
ADVANCES FROM CUSTOMERS

Advances from customers represent prepayments made by customers for product sales. The Company records these prepayments as advance from customers when the payments are received in advance of shipments and reclassify them to sales once shipments are made. Advances from customers as of September 30, 2009 and 2008 amounted to $3,242,297 and $8,995,176, respectively.
 
13.  
INCOME TAXES

The Company utilizes ASC 740, “Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to realized.

The Company is entitled to a tax holiday of three years for full Enterprise Income Tax exemption in China. The preferential tax treatment commenced in 2006 and will expire on December 31, 2009. The estimated tax savings amounted to $496,351 and $400,023 for the years ended September 30, 2009 and 2008, respectively. The net effect on basic earnings per share had the income tax been applied would decrease earnings per share from $3.31 to $2.48 for the year ended September 30, 2009 and $2.67 to $2.00 for the year ended September 30, 2008.

14.  
MAJOR CUSTOMERS
 
The following table presents sales from major customers with individual sales over 10% of total net revenue for the years ended September 30, 2009 and 2008:
 
     The Year Ended September 30,  
     2009      2008  
    Sales     % of sales     Accounts receivable     % of accounts receivable     Sales     % of sales     Accounts receivable     % of account receivable  
 Harbin Huijiabei   $ 7,187,958       32%     $ -       0%     $ -       0%     $ -       0%  
 Qingdao Suokang     2,685,252       12%       1,211,062       51%       2,476,186       13%       -       0%  
 Guangzhou Shien     -       0%       -       0%       13,640,305       70%       41,836       8%  
 Total   $ 9,873,210       43%     $ 1,211,062       51%     $ 16,116,492       83%     $ 41,836       8%  
 

 
 
 
 
 
F-17
 
 
 
 

HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008

15.  
MAJOR VENDORS

There was only one major vendor, Shanghai Aolang, from whom the Company’s purchase were over 10% of total raw material purchased for the years ended September 30, 2009 and 2008. The purchase from this vendor totaled $757,073 (12.8%) and $3,647,154 (14.7%) for the years ended September 30, 2009 and 2008, respectively.

16.  
SUBSEQUENT EVENT

On February 5, 2010, the Company entered into an Equity Transfer Agreement (“Agreement”) with Tengshun Technology and Development Co., Ltd. (“Tengshun Technology”), a wholly-owned subsidiary of Rodobo International, Inc. (“Rodobo”), a public company traded on the OTC Bulletin Board. Pursuant to the Agreement, Tengshun Technology agreed to acquire 100% of the equity interest in the Company for a cash payment of RMB600,000 (approximately $87,884),  8,800,000 shares of Rodobo’s common stock and 2,000,000 shares of Rodobo’s Series A Preferred Stock.
 
 
 
 
 
 
 
 
F-18
 
 

 

 
 
 
 
 
EX-99.6 7 ex99x6.htm EXHIBIT 99.6 ex99x6.htm
Exhibit 99.6
 
HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
BALANCE SHEETS


             
   
December 31,
   
September 30,
 
   
2009
   
2009
 
   
(Unaudited)
   
(Audited)
 
             
ASSETS
           
             
Current assets:
           
      Cash and cash equivalents
  $ 1,174,439     $ 198,551  
      Accounts receivable - net of allowance for bad debts of
               
            $7,787 and $7,787, respectively
    3,924,234       2,390,352  
      Other recievables
    94,679       -  
      Due from related parties
    1,413,622       2,529,792  
      Loan to others
    1,559,990       733,103  
      Tax receivable
    22,065       124,142  
      Inventories
    1,473,634       2,882,983  
      Prepaid expenses
    -       49,806  
      Advances to suppliers - net of allowance of
               
            $160,004 and $160,020, respectively
    3,171,566       4,142,197  
                 
                  Total current assets
    12,834,229       13,050,926  
                 
Property, plant and equipment, net
    10,810,049       10,903,037  
                 
Other assets:
               
      Restricted cash
    39,549       39,553  
      Loan to shareholders
    88,881       88,890  
      Intangible assets, net
    648,687       652,298  
                 
                  Total other assets
    777,117       780,741  
                 
                  Total assets
  $ 24,421,395     $ 24,734,704  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current liabilities:
               
      Accounts payable
  $ 1,557,837     $ 1,505,050  
      Short-term loan
    1,259,700       1,333,074  
      Other payables
    86,992       72,816  
      Accrued expenses
    526,866       548,346  
      Advances from customers
    2,585,971       3,242,297  
                 
                  Total current liabilities
    6,017,366       6,701,583  
                 
Shareholders' equity
               
      Registered capital
    72,494       72,494  
      Additional paid in capital
    11,023,102       11,023,102  
      Retained earnings
    5,988,514       5,615,803  
      Accumulated other comprehensive income
    1,319,919       1,321,722  
                 
                  Total shareholders' equity
    18,404,029       18,033,121  
                 
                  Total liabilities and shareholders' equity
  $ 24,421,395     $ 24,734,704  
 
The accompanying notes are an integral part of these financial statements
 
F-1
 

 
 

 
HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
STATEMENTS OF OPERATIONS
(UNAUDITED)

             
             
   
For The Three Months Ended December 31
 
   
2009
   
2008
 
             
             
Net sales
  $ 4,242,294     $ 5,235,883  
Cost of goods sold
    3,605,391       4,884,022  
                 
    Gross profit     636,903       351,861  
                 
Operating expenses:
               
Distribution expenses
    18,040       66,250  
General and administrative expenses
    104,415       57,358  
                 
    Total operating expenses     122,455       123,608  
                 
Operating income
    514,448       228,253  
                 
Interest expenses
    141,737       99,644  
                 
Income before income taxes
    372,711       128,609  
                 
Provision for income taxes
    -       -  
                 
Net income
  $ 372,711     $ 128,609  
                 
Other comprehensive income:
               
     Foreign currency translation adjustment
    (1,803 )     (49,455 )
                 
Comprehensive income
  $ 370,909     $ 79,154  
                 
Earnings per share
               
     Basic and diluted
  $ 0.62     $ 0.21  
                 
Weighted average shares outstanding
               
     Basic and diluted
    600,000       600,000  
 
The accompanying notes are an integral part of these financial statements
 
F-2
 
 

 
 

 
HUNLUNBEIER HAILAER BEIXUE DAIRY FACTORY
STATEMENTS OF CASH FLOWS
(UNAUDITED)

             
   
For The Three Months Ended December 31,
 
   
2009
   
2008
 
             
Cash flows from operating activities
           
      Net income
  $ 372,711     $ 128,609  
      Adjustments to reconcile net income to net cash provided by operating activities
               
            Depreciation and amortization
    184,996       183,766  
      Changes in assets and liabilities:
               
      (Increase) decrease in -
               
            Accounts receivable and other receivables
    (1,628,715 )     (5,624,956 )
            Tax receivable
    102,059       2,189,878  
            Inventories
    1,408,982       304,777  
            Prepaid expenses
    49,799       -  
            Advances to suppliers
    970,160       2,413,702  
      Increase (decrease) in -
               
            Accounts payable and other payable
    67,119       1,157,000  
            Accrued expenses
    (21,424 )     (128,752 )
            Advances from customers
    1,121,980       (341,747 )
                 
                  Net cash provided by operating activities
    2,627,667       282,277  
                 
Cash flows from investing activities
               
      Purchase of fixed assets
    (89,571 )     (1,245,567 )
      Loan to others
    (826,917 )     -  
      Loan to related parties
    (662,089 )     -  
      Repayment from related parties
    -       1,977,148  
                 
                  Net cash (used in) provided by investing activities
    (1,578,577 )     731,581  
                 
Cash flows from financing activities
               
      Proceeds from short-term loan
    776,285       -  
      Repayment of short-term loan
    (849,520 )     (336,283 )
      Repayment of shareholder loans
    -       (149,719 )
                 
                  Net cash used in financing activities
    (73,235 )     (486,002 )
                 
Effect of exchange rate changes on cash and cash equivalents
    33       (4,175 )
                 
Net increase in cash and cash equivalents
    975,888       523,681  
                 
Cash and cash equivalents, beginning of period
    198,551       1,148,644  
                 
Cash and cash equivalents, end of period
  $ 1,174,439     $ 1,672,324  
                 
Supplemental disclosures of cash flow information:
               
                 
      Interest paid   $ 5,704     $ 95,976  
      Income taxes paid   $ -     $ -  
                 
Non-cash financing activities:
               
      Liabilities converted to equity   $ -     $ 1,208,964  
 
The accompanying notes are an integral part of these financial statements
 
F-3
 

 
 

 
 
HULUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

1.  
ORGANIZATION AND BASIS OF PRESENTATION

Hulunbeier Hailaer Beixue Dairy Factory (the "Company"), established on February 4, 2002 under the laws of the People’s Republic of China (“PRC” or “China”), is engaged in the production, processing, distribution and development of powdered milk products in the PRC.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they may not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2009 and 2008 are not necessarily indicative of the results that may be expected for the full years.

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES - The preparation of financial statements in accordance with generally accepted accounting principles require management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RISKS OF LOSSES - The Company is potentially exposed to risks of losses that may result from business interruptions, injury to others (including employees) and damage to property.  These losses may be uninsured, especially due to the fact that the Company's operations are in China, where business insurance is not readily available.  If: (i) information is available before the Company's financial statements are issued or are available to be issued indicates that such loss is probable and (ii) the amount of the loss can be reasonably estimated, an estimated loss will be accrued by a charge to income.  If such loss is probable but the amount of loss cannot be reasonably estimated, the loss shall be charged to the income of the period in which the loss can be reasonably estimated and shall not be charged retroactively to an earlier period.  As of December 31, 2009 and 2008, the Company has not experienced any uninsured losses from injury to others or other losses.

SUBSEQUENT EVENTS - The Company has evaluated subsequent events that have occurred through the filing date and disclosed it in note 14.

CASH AND CASH EQUIVALENTS - The Company considers cash and cash equivalents to include cash on hand and deposits with banks with an original maturity of three months or less.

ACCOUNTS RECEIVABLE - The Company's policy is to maintain reserves for potential credit losses on accounts receivable. Provision is made against accounts receivable to the extent which they are considered to be doubtful. Accounts receivable in the balance sheet is stated net of such provision.


F-4

 
 
 

 
 
HULUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVENTORIES - Inventories comprise raw materials, work in progress, finished goods and packing materials and are stated at the lower of cost or market value. Cost is calculated using the weighted average method and includes all costs to acquire and any overhead costs incurred in bringing the inventories to their present location and condition. Overhead costs included in finished goods inventory include direct labor cost and other costs directly applicable to the manufacturing process, including utilities, supplies, repairs and maintenances, and depreciation expense. Market value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to complete the sale. Management compares the cost of inventory with market value and an allowance is made for writing down the inventory to its market value, if lower.  Management writes off obsolete inventory when it occurs.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property, plant and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets on a straight-line basis. The estimated useful lives for significant property, plant and equipment categories are as follows:
 
  Building 30 years  
       
  Machinery, equipment and automobiles 5-10 years  
 
Construction in progress represents the direct costs of construction or acquisition incurred. Upon completion and readiness for use of the assets, capitalization of these costs ceases and the cost of construction in progress is transferred to fixed assets. No depreciation is provided until the project is completed and the assets are ready for intended use.

The Company periodically reviews the carrying value of long-lived assets in accordance with ASC 360, “Property, Plant, and Equipment”. When estimated future cash flows generated by those assets are less than the carrying amounts of the assets, the Company recognizes an impairment loss equal to the amount by which the carrying value exceeded the fair value of assets. Based on its review, the Company has determined that there were no impairments of its long-lived assets as of December 31, 2009.

REVENUE RECOGNITION - The Company's revenue recognition policies are in compliance with ASC 605. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.

ADVANCES FROM CUSTOMERS - Revenue from the sale of goods is recognized when goods are delivered. Non-refundable receipts in advance for goods to be delivered in the subsequent year are carried forward as deferred revenue.
 
 
F-5
 
 
 

 
 
HULUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008


 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
EMPLOYEE BENEFIT COSTS - Mandatory contributions are made to the Chinese Government’s health, retirement benefit and unemployment schemes at the statutory rates in force during the period, based on gross salary payments. The cost of these payments is charged to the statement of income in the same period as the related salary cost.
 
 
COMPREHENSIVE INCOME – Comprehensive income is defined to include changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation gain, net of tax.
 
 
EARNINGS PER SHARE – The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
 
 
TAXATION - The Company utilizes ASC 740, “Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to realized.
 
 
FOREIGN CURRENCY TRANSLATION - The Company's principal country of operations is the PRC. The financial position and results of operations of the Company are determined using the local currency ("RMB") as the functional currency. The results of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of shareholders' equity as "Accumulated Other Comprehensive Income".
 
 
 
 
F-6
 
 
 

 
 
HULUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of certain financial instruments, including cash, accounts receivable, other receivables, accounts payable, accrued expenses, advances from customers, and other payables approximate their fair values as of December 31, 2009 and 2008 due to the relatively short-term nature of these instruments.
 
CONCENTRATIONS OF BUSINESS AND CREDIT RISK - The Company maintains certain bank accounts in the PRC which are not protected by insurance.
 
The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC and the general state of the PRC's economy.
 
The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. The Company's operating results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
 
 
NEW ACCOUNTING PRONOUNCEMENTSIn January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2.  A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.  2)  Activity in Level 3 fair value measurements.  In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.


 
F-7
 
 
 

 
 
HULUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008



 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity.  The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.









F-8


 
 
 

 
 
HULUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In December 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The amendments in this Update also require additional disclosures about a reporting entity’s involvement in variable interest entities, which will enhance the information provided to users of financial statements. The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.The amendments in this Accounting Standards Update improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In October 2009, the FASB issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing.  This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation.  This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company is currently evaluating the impact of this ASU on its financial statements.
 
 
F-9
 
 
 

 
 
HULUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008
 
3.  
ACCOUNTS RECEIVABLE
 
The Company’s accounts receivable as of December 31, 2009 and September 30, 2009 are summarized as follows:

   
December 31, 2009
   
September 30, 2009
 
             
Accounts receivable
  $ 3,932,021     $ 2,398,139  
Less: Allowance for doubtful accounts
    7,787       7,787  
Total net accounts receivable
  $ 3,924,234     $ 2,390,352  
 
 
 
4.  
LOAN TO OTHERS

The Company occasionally provides loans to non-related companies in order to develop favorable business relationship. These loans are usually free of interest and due upon demand. The Company had outstanding loans of $1,559,990 and $733,103 to one non-related company as of December 31, 2009 and September 30, 2009, respectively. No allowance is considered necessary because the Company has collected part of the loan and has determined the rest of the loan is collectable.

5.  
INVENTORIES
 
Inventories consist of the following as of December 31, 2009 and September 30, 2009:
   
December 31, 2009
   
September 30, 2009
 
             
Raw materials
  $ 124,802     $ 221,533  
Work-in-progress
    551,151       685,355  
Finished goods
    797,681       1,976,095  
Total inventories
  $ 1,473,634     $ 2,882,983  
                 
 
6.  
ADVANCES TO SUPPLIERS

The Company makes advances to certain vendors for inventory purchases. The Company had $3,331,570 and $4,302,217 of gross advances to suppliers while the Company has not received the relevant inventory as of December 31, 2009 and September 30, 2009, respectively. The allowances for advances to suppliers were $160,004 and $160,020 as of December 31, 2009 and September 30, 2009, respectively.



F-10

 
 
 

 
 
HULUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008




7.  
FIXED ASSETS

Fixed assets consist of the following as of December 31, 2009 and September 30, 2009:

   
December 31, 2009
   
September 30, 2009
 
             
Building
  $ 6,473,192     $ 6,473,847  
Plant and machinery
    5,939,627       5,850,642  
Motor vehicles
    458,917       458,964  
Computers and equipment
    62,584       62,590  
      12,934,320       12,846,042  
Less: accumulated depreciation
    (2,124,271 )     (1,943,005 )
Total fixed assets, net
  $ 10,810,049     $ 10,903,037  
                 
 
Depreciation expense was $181,452 and $180,228 for the three months ended December 31, 2009 and 2008, respectively.

8.  
INTANGIBLE ASSETS

All land in the People’s Republic of China is government owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” to use the land and the power line underneath. The Company entered into a land use right agreement on October 14, 2002 with Inner Mongolia Autonomous Region Hulunbeier City Land Management Bureau, which sets forth the right to use a 21,139 square meters land for 50 years from September 26, 2005 to September 26, 2055. Under the agreement, the total fees amounted to RMB 4.84 million (approximately US$709,019). The land use right is amortized on a straight line basis over 50 years. Amortization expense was $3,545 and $3,538 for the three months ended December 31, 2009 and 2008, respectively.

Net intangible assets at December 31, 2009 and September 30, 2009:
 
    December 31, 2009     September 30, 2009  
Land use right   $ 708,948     $ 709,020  
Less: accumulated amortization     (60,261 )     (56,722 )
Total intangible assets, net    $ 648,687     $ 652,298  
 
 
Based upon current assumptions, the Company expects that the land use right will be amortized according to the following schedule:
 
 
    As of December 31,  
 2010   $ 14,179  
 2011     14,179  
 2012     14,179  
 2013     14,179  
 2014     14,179  
 Thereafter     577,792  
    $ 648,687  
 
 
 
 
F-11
 
 
 

 
 
HULUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

9.  
RELATED PARTY TRANSACTIONS

As of December 31, 2009, the Company had $88,881 loans to shareholders and $1,413,622 due from related parties, of which $951,055 was due from Ewenkeqi Beixue Dairy Co., Ltd. and $462,567 was due from Hulunbeier Beixue Dairy Co., Ltd. As of September 30, 2009, the Company had $88,890 loans to shareholders and $2,529,792 due from related parties, including $1,778,218 due from Ewenkeqi Beixue Dairy Co., Ltd. and $751,574 due from Hulunbeier Beixue Dairy Co., Ltd.

There were no related party sales or purchases for the three months ended December 31, 2009 and 2008.

10.  
SHORT-TERM LOAN

As of December 31, 2009, the Company had a total of $1,259,700 short-term loans, including the followings:
 
 Lender  Term  Weighted Average Annual Interest rate  Amount
Xinghai Credit Union  2009.07.06  2010.07.05  9.6%  351,544
Xinghai Credit Union  2009.12.04  2010.12.01  10.7%  644,498
Hulunbeier City Rundafeng  2009.05.27  2010.03.26  21.2%  131,829
Qiujui (related party)  2009.12  2010.12  10.1%  121,829
Total       1,259,700
         
 

As of September 30, 2009, the Company had a total of $1,333,074 short-term loans, including the followings:
 
 Lender  Term  Weighted Average Annual Interest rate  Amount
Xinghai Credit Union  2009.07.06  2010.07.05  9.6%  351,580
Xinghai Credit Union  2009.03.12  2010.03.12  10.7%  175,790
Zhang fengshun (related party)  2009.03.20  Due on demand  9.8%  292,983
Hulunbeier City Rundafeng  2009.05.27  2009.12.26  21.2%  146,492
Hulunbeier City Rundafeng  2009.05.27  2009.12.26  21.2%  14,649
Chen Guibin (related party)
 2007.10.24
 Due on demand  20.6%  131,842
Zhang fengshun (related party)  2008.4.20  Due on demand  16.8%  131,842
Qiujui (related party)  2007.10.24  Due on demand   20.4%  87,895
Total        1,333,074
         

 
The Company’s building with an estimate fair value of RMB 5,360,000 (approximately US$785,195) is used as collateral for the $175,790 loan with Xinghai Credit Union. Additionally, the $175,790 loan with Xinghai Credit Union is guaranteed by a non-related party, Hulunbeier Middle Small Corporation Investment Guarantor Limited. The $146,492 and $14,649 loans with Hunlunbeier City Rundafeng are guaranteed by a non-related party, Hulunbeier Jayin Motorcycle Trading Limited.
 
 
 
F-12
 
 
 

 
 
HULUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

 
The loans with three related parties had an original term of 1 year. If the loan was extended beyond the original term, the interest rate would become 50% higher than original interest rate. Therefore, for the loans with Chen Guibin and Qiujie, interest rate was changed to 21.1% on October 24, 2008, and for the loan with Zhang Fengshun, interest rate was changed to 21.1% on April 20, 2009.
 
10.  
SHORT-TERM LOAN (Continued)

As of the date of this report, all existing short-term loans have not been paid off yet. The Company extended the loan with Hulunbeier City Runddafeng with remaining balance of $131,829 for another year with the same annual interest rate of 21.2%.

Interest expenses were $141,230 and $97,152 for the three months ended December 31, 2009 and 2008, respectively.

11.  
SHAREHOLDERS’ EQUITY

The Company’s registered capital is RMB 600,000 (approximately US$72,494). The industry practice in PRC does not require the issuance of stock certificates to the shareholders, nor a third party transfer agent to maintain the records. For the purpose of financial reporting, the Company elected to designate one (1) common share for each RMB contributed. Accordingly, there were a total of 600,000 shares issued and outstanding as of December 31, 2009 and September 30, 2009.

12.  
INCOME TAXES

The Company utilizes ASC 740, “Income Taxes", which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to realized.

The Company is entitled to a tax holiday of three years for full Enterprise Income Tax exemption in China. The preferential tax treatment commenced in 2006 and will expire on December 31, 2009. The estimated tax savings amounted to $93,178 and $32,152 for the three months ended December 31, 2009 and 2008, respectively. The net effect on basic earnings per share had the income tax been applied would decrease earnings per share from $0.62 to $0.47 for the three months ended December 31, 2009 and $0.21 to $0.16 for the three months ended December 31, 2008.

13.  
MAJOR CUSTOMERS

For the three months ended December 31, 2009, no single customer accounted for sales over 10% of total sales. For the three months ended December 31, 2008, four (4) customers accounted for sales over 10% of total sales. The total sales to these four customers accounted for 84% of total sales for the three months ended December 31, 2008. Accounts receivable from these four customers was $3,372,769, approximately 55% of total accounts receivable as of December 31, 2008.
 
 
 
F-13
 
 
 

 
 
HULUNBEIER HAILAER BEIXUE DAIRY FACTORY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008


14.  
SUBSEQUENT EVENT

On February 5, 2010, the Company entered into an Equity Transfer Agreement (“Agreement”) with Tengshun Technology and Development Co., Ltd. (“Tengshun Technology”), a wholly-owned subsidiary of Rodobo International, Inc. (“Rodobo”), a public company traded on the OTC Bulletin Board. Pursuant to the Agreement, Tengshun Technology agreed to acquire 100% of the equity interest in the Company for a cash payment of RMB600,000 (approximately $87,884),  8,800,000 shares of Rodobo’s common stock and 2,000,000 shares of Rodobo’s Series A Preferred Stock.


 
 
 
 
 
 
 
 
F-14

 
 
 

 


 
EX-99.7 8 ex99x7.htm EXHIBIT 99.7 ex99x7.htm
Exhibit 99.7
 
RODOBO INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
December 31, 2009
                           
Pro Forma
         
Pro Forma
 
   
Rodobo
   
Hailaer
   
Ewenkeqi
   
Hulunbeier
   
Adjustments
   
Notes
   
Combined
 
                                           
ASSETS
                                         
                                           
Current assets:
                                         
    Cash and cash equivalents
  $ 2,876,418     $ 1,174,439     $ 15,762     $ 8,194       (307,593 )   a     $ 3,767,220  
    Accounts receivable, net
    3,533,430       3,924,234       -       164,489                     7,622,153  
    Other receivable
    11,978       116,744       -       -                     128,722  
    Due from related parties
    -       1,413,622       -       -       (1,413,622 )   b       -  
    Loan to others
    -       1,559,990       -       -                     1,559,990  
    Inventories
    562,560       1,473,634       26,471       979                     2,063,644  
    Prepaid expenses
    226,542       -       -       21,140                     247,682  
    Advances to suppliers, net
    -       3,171,566       -       -                     3,171,566  
                                                               
        Total current assets
    7,210,929       12,834,229       42,233       194,802                     18,560,978  
                                                       
Property, plant and equipment, net of accumulated depreciation
    1,985,487       10,810,049       1,461,856       4,656,077       1,292,441     c       20,205,910  
                                                       
Biological assets, net
    2,439,713       -       -       -                     2,439,713  
                                                       
Other assets:
                                                     
    Investment advances
    410,135       -       -       -                     410,135  
    Restricted cash
    -       39,549       -       -                     39,549  
    Loan to shareholders
    -       88,881       1,655,624       -                     1,744,505  
    Deposits on biological assets
    988,718       -       -       -                     988,718  
    Deposits on land and equipment
    9,520,991       -       -       -                     9,520,991  
    Intangible assets, net
    4,462,142       648,687       -       675,702       4,882,234     d       10,668,765  
                                                       
        Total other assets
    15,381,986       777,117       1,655,624       675,702                     23,372,663  
                                                       
        Total Assets
  $ 27,018,115     $ 24,421,395     $ 3,159,713     $ 5,526,581                   $ 64,579,265  
                                                       
LIABILITIES AND STOCKHOLDERS' EQUITY
                                                     
                                                       
Current liabilities:
                                                     
    Accounts payable
  $ 1,518,958     $ 1,557,837     $ 31,320     $ 48,675                   $ 3,156,789  
    Short-term loan
    -       1,259,700       -       -                     1,259,700  
    Other payable
    290,149       86,992       3,548       -                     380,689  
    Accrued expenses
    70,248       526,866       20,400       4,251                     621,765  
    Advance from customers
    -       2,585,971       -       10,283                     2,596,254  
    Loan from shareholders
    -       -       -       1,933,845                     1,933,845  
    Due to related parties
    1,185,054       -       951,055       462,567       (1,413,622 )   b       1,185,054  
                                                       
        Total current liabilities
    3,064,409       6,017,366       1,006,322       2,459,621                     11,134,096  
                                                       
Temporary equity - series A preferred stock, $0.0001 par value, 30,000,000 shares authorized, 2,000,000 shares issued and outstanding as of December 31, 2009
    -       -       -       -       4,100,000     e       4,100,000  
                                                       
Stockholders' equity
                                                     
Common stock, $0.0001 par value, 200,000,000 shares authorized, 26,892,614 shares  issued and outstanding as of December 31, 2009
    1,629       -       -       -       1,060     f       2,689  
Registered capital
    -       72,494       60,412       129,206       (262,112 )   g       -  
Additional paid in capital
    13,936,367       11,023,102       2,325,484       2,983,183       7,517,171     f, g       37,785,307  
Additional paid in capital - warrants
    971,788       -       -       -                     971,788  
Subscription receivable
    (50,000 )     -       -       -                     (50,000 )
Retained earnings
    8,250,895       5,988,514       (399,253 )     (188,111 )     (3,859,688 )   h       9,792,357  
Accumulated other comprehensive income
    843,027       1,319,919       166,747       142,682       (1,629,348 )   i       843,027  
                                                       
        Total stockholders' equity
    23,953,706       18,404,029       2,153,390       3,066,960                     49,345,168  
                                                       
        Total Liabilities and Stockholders' Equity
  $ 27,018,115     $ 24,421,395     $ 3,159,713     $ 5,526,581                   $ 64,579,265  

The accompanying notes are an integral part of these financial statements
 
1

 
 

 
RODOBO INTERNATIONAL, INC.
UNAUDITED PRO FROMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009

                                           
                                       
                                           
                                           
                           
Pro Forma
         
Pro Forma
 
   
Rodobo
   
Hailaer
   
Ewenkeqi
   
Hulunbeier
   
Adjustments
   
Notes
   
Combined
 
                                           
                                           
Net sales
  $ 10,075,445     $ 4,242,294     $ -     $ -    
 
   
 
    $ 14,147,888  
Cost of goods sold
    4,780,299       3,605,391       -       -    
 
   
 
      8,215,838  
                                                     
     Gross profit     5,295,146       636,903       -       -                   5,932,050  
                                                     
Operating expenses:
                                                   
Distribution expenses
    2,586,173       18,040       -       -                   2,604,213  
General and administrative expenses
    722,880       104,415       1,509       -       402,437     l       1,231,240  
                                                       
     Total operating expenses     3,309,053       122,455       1,509       -                     3,835,453  
                                                       
Operating income
    1,986,094       514,448       (1,509 )     -                     2,096,596  
                                                       
Subsidy income
    273,897       -       -       -                     273,897  
Interest expenses
    -       (141,737 )     -       -                     (141,737 )
Other income / (expenses)
    2,390       -       -       23,533                     25,923  
                                                       
Income before income taxes
    2,262,381       372,711       (1,509 )     23,533                     2,254,679  
                                                       
Provision for income taxes
    -       -       -       -                     -  
                                                       
Net income
  $ 2,262,381     $ 372,711     $ (1,509 )   $ 23,533                   $ 2,254,679  
                                                       
Other comprehensive income:
                                                     
Foreign currency translation adjustment
    (2,184 )     (1,803 )     (218 )     (307 )                   (4,511 )
                                                       
Comprehensive income
  $ 2,260,197     $ 370,909     $ (1,727 )   $ 23,226                   $ 2,250,168  
                                                       
Earnings per share
                                                     
Basic
  $ 0.15     $ 0.62     $ (0.00 )   $ 0.02                   $ 0.15  
Diluted
  $ 0.13     $ 0.62     $ (0.00 )   $ 0.02                   $ 0.13  
                                                       
Weighted average shares outstanding
                                                     
Basic
    15,212,690       600,000       500,000       1,000,000                     15,212,690  
Diluted
    16,914,508       600,000       500,000       1,000,000                     16,914,508  
 
The accompanying notes are an integral part of these financial statements
 
2

 
 

 
RODOBO INTERNATIONAL, INC.
UNAUDITED PRO FROMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2009

                                           
                           
Pro Forma
         
Pro Forma
 
   
Rodobo
   
Hailaer
   
Ewenkeqi
   
Hulunbeier
   
Adjustments
   
Notes
   
Combined
 
                                           
                                           
Net sales
  $ 34,690,987     $ 22,456,948     $ 63,133     $ 424,798     $ (63,133 )   j     $ 55,796,551  
Cost of goods sold
    17,089,006       19,565,073       89,933       586,387       (63,133 )   k       35,491,085  
                                                       
      Gross profit     17,601,981       2,891,875       (26,800 )     (161,589 )                   20,305,467  
                                                       
Operating expenses:
                                                     
Distribution expenses
    9,790,602       184,231       -       5,242                     9,980,075  
General and administrative expenses
    1,454,994       373,796       5,252       27,339       1,609,747     l       3,471,127  
                                                       
      Total operating expenses     11,245,596       558,027       5,252       32,581                     13,451,202  
                                                       
Operating income
    6,356,385       2,333,848       (32,052 )     (194,170 )                   6,854,265  
                                                       
Subsidy income
    439,208       -       -       -                     439,208  
Interest expenses
    -       (348,444 )     -       -                     (348,444 )
Other income / (expenses)
    -       -       (13,444 )     (9,672 )                   (23,116 )
                                                       
Income before income taxes
    6,795,593       1,985,404       (45,496 )     (203,842 )                   6,921,912  
                                                       
Provision for income taxes
    -       -       -       -                     -  
                                                       
Net income
  $ 6,795,593     $ 1,985,404     $ (45,496 )   $ (203,842 )                 $ 6,921,912  
                                                       
Other comprehensive income:
                                                     
Foreign currency translation adjustment
    (42,274 )     (48,852 )     (880 )     (63,806 )                   (155,812 )
                                                       
Comprehensive income
  $ 6,753,319     $ 1,936,552     $ (46,376 )   $ (267,648 )                 $ 6,766,100  
                                                       
Earnings per share
                                                     
Basic
  $ 1.01     $ 3.31     $ (0.09 )   $ (0.20 )                 $ 1.03  
Diluted
  $ 0.42     $ 3.31     $ (0.09 )   $ (0.20 )                 $ 0.43  
                                                       
Weighted average shares outstanding
                                                     
Basic
    6,708,121       600,000       500,000       1,000,000                     6,708,121  
Diluted
    16,026,645       600,000       500,000       1,000,000                     16,026,645  

The accompanying notes are an integral part of these financial statements
 
3
 
 

 
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1: Description of transaction and basis of presentation

On February 5, 2010, Rodobo International, Inc. (the “Company” or “Rodobo”), through its wholly-owned subsidiary, Tengshun Technology and Development Co., Ltd., acquired 100% of the equity interest in Hulunbeier Hailaer Beixue Dairy Factory (“Hailaer Beixue”), Ewenkeqi Beixue Dairy, Ltd. (“Ewenkeqi Beixue”), and Hulunbeier Beixue Dairy Co., Ltd (“Hulunbeier Beixue”). The acquisition has been accounted for as a purchase under accounting principles generally accepted in the United States (GAAP). Under the purchase method of accounting, in accordance with Statement of Financial Accounting Standards No. 141(R), Business Combinations, the assets and liabilities of Hailaer Beixue, Ewenkeqi Beixue and Hulunbeier Beixue are recorded as of the acquisition date at their respective fair values, and consolidated with the Company’s assets and liabilities.

Note 2: Purchase Price

For the purposes of this pro forma analysis, the purchase price has been allocated based on an estimate of the fair value of assets and liabilities acquired as of the date of acquisition. The determination of estimated fair value requires management to make significant estimates and assumptions.

Hailaer Beixue:

Cash paid
  $ 87,884  
Fair value of common stock issued
    19,800,000  
Fair value of Series A preferred stock issued
    4,100,000  
Total purchase price
  $ 23,987,884  
         
Assets
       
Cash and cash equivalents
  $ 1,339,645  
Accounts receivable, net
    4,009,453  
Other receivable
    3,202,939  
Inventories
    1,829,438  
Prepaid expenses
    3,331,526  
Property, plant and equipment, net
    12,525,546  
Restricted cash
    39,548  
Intangible assets, net
    5,411,337  
    Total assets
  $ 31,689,432  
         
Liabilities
       
Accounts payable
  $ 2,376,376  
Short-term loan
    1,127,856  
Other payables
    106,130  
Accrued expenses
    477,001  
Advances from customers
    2,585,937  
    Total liabilities
  $ 6,673,300  
         
Gain on bargin purchase*
  $ 1,028,248  
Estimated purchase price
  $ 23,987,884  
 
 
4
 

Ewenkeqi Beixue:
 
Cash paid
  $ 73,236  
Fair value of common stock issued
    1,800,000  
Total purchase price
  $ 1,873,236  
         
Assets
       
Cash and cash equivalents   15,762  
Other receivable
    1,655,603  
Inventories
    26,470  
Property, plant and equipment, net
    1,237,614  
    Total assets
  $ 2,935,449  
Liabilities
       
Accounts payable
  $ 31,319  
Other payables
    954,591  
Accrued expenses
    20,399  
    Total liabilities
  $ 1,006,309  
         
Gain on bargin purchase*
  $ 55,904  
Estimated purchase price
  $ 1,873,236  

Hulunbeier Beixue:
 
Cash paid
  $ 146,473  
Fair value of common stock issued
    2,250,000  
Total purchase price
  $ 2,396,473  
         
Assets
       
Cash and cash equivalents
  $ 8,194  
Accounts receivable
    164,487  
Inventories
    979  
Prepaid expenses
    21,139  
Property, plant and equipment, net
    4,457,264  
Intangible assets, net
    795,286  
Total assets
  $ 5,447,349  
         
Liabilities
       
Accounts payable
  $ 48,675  
Other payables
    2,398,873  
Accrued expenses
    176  
Advances from customers
    10,284  
Total liabilities
  $ 2,458,008  
         
Gain on bargin purchase*
  $ 592,868  
Estimated purchase price
  $ 2,396,473  
 
 
 
5

 
 

 

* The gain on bargain purchase will be recorded as a separate component of revenues in the Company’s Form 10-Q for the quarter ended March 31, 2010.

Note 3: Pro Forma Adjustments

Adjustments included in the column under the heading “Pro Forma Adjustments” primarily relate to the following:

a:  Represents cash payment in connection with the acquisitions of Hailaer Beixue, Ewenkeqi Beixue and Hulunbeier Beixue.

b: Represents the elimination of intercompany due to and due from between Hailaer Beixue, Ewenkeqi Beixue and Hulunbeier Beixue.

c: Represents an adjustment to fixed assets at costs to bring them to their fair value for purchase accounting purposes.

d: Represents an adjustment to intangible assets to bring them to their fair value for purchase accounting purposes.

e: Represent issuance of Series A preferred stock for acquisition.

f: Represent issuance of common stock for acquisition.

g: Represent an adjustment to eliminate the registered capital of Hailaer Beixue, Ewenkeqi Beixue and Hulunbeier Beixue upon acquisition and consolidation into the Company’s financial statements.

h: Represent the elimination of the historical balance of retained earnings (accumulated deficits) of Hailaer Beixue, Ewenkeqi Beixue and Hulunbeier Beixue and the extraordinary gain on bargain purchase recognized
on the acquisition date.

i: Represent the elimination of the historical balance of accumulated other comprehensive income of Hailaer Beixue, Ewenkeqi Beixue and Hulunbeier Beixue.

j: Represent the elimination of intercompany sales between Hailaer Beixue, Ewenkeqi Beixue and Hulunbeier Beixue.

k: Represent the elimination of cost of goods sold due to intercompany sales between Hailaer Beixue, Ewenkeqi Beixue and Hulunbeier Beixue. All products purchased through intercompany sales were sold in the same period.

l: Represent an adjustment of depreciation expense of fixed assets and amortization expense of intangible assets as historically reported by Hailaer Beixue, Ewenkeqi Beixue and Hulunbeier Beixue on a fair value basis for purchase accounting purposes.
 
 
 
6


 
 
 
 
 
 
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-----END PRIVACY-ENHANCED MESSAGE-----