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0001144204-07-010433.txt : 20070228
0001144204-07-010433.hdr.sgml : 20070228
20070228143040
ACCESSION NUMBER: 0001144204-07-010433
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 8
CONFORMED PERIOD OF REPORT: 20060430
FILED AS OF DATE: 20070228
DATE AS OF CHANGE: 20070228
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: RENHUANG PHARMACEUTICALS INC
CENTRAL INDEX KEY: 0000926844
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 881273503
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0430
FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-24512
FILM NUMBER: 07656972
BUSINESS ADDRESS:
STREET 1: NO. 281, TAIPING ROAD, TAIPING DISTRICT
STREET 2: HARBIN, HEILONGJIANG PROVINCE,
CITY: PEOPLES REPUBLIC OF
STATE: F4
ZIP: 150050
BUSINESS PHONE: 86-451-5762-0378
MAIL ADDRESS:
STREET 1: NO. 281, TAIPING ROAD, TAIPING DISTRICT
STREET 2: HARBIN, HEILONGJIANG PROVINCE,
CITY: PEOPLES REPUBLIC OF
STATE: F4
ZIP: 150050
FORMER COMPANY:
FORMER CONFORMED NAME: ANZA CAPITAL INC
DATE OF NAME CHANGE: 20020521
FORMER COMPANY:
FORMER CONFORMED NAME: E-NET FINANCIAL COM CORP
DATE OF NAME CHANGE: 20000317
FORMER COMPANY:
FORMER CONFORMED NAME: E-NET COM CORP
DATE OF NAME CHANGE: 20000127
10-K/A
1
v067137_10ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
First
Amended
Form
10-K/A
[X]
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended April 30, 2006
OR
[
]
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
transition period from _______________ to _______________.
Commission
file number O-24512
RENHUANG
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of
incorporation
or organization)
|
88-1273503
(I.R.S.
Employer
Identification
No.)
|
|
|
c/o
Viking Investments
65
Broadway, Suite 888
New
York, NY
(Address
of principal executive offices)
|
10006
(Zip
Code)
|
Registrant’s
telephone number, including area code (212) 430-6548
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Name
of each exchange on which registered
|
|
|
|
None
|
|
None
|
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, par value $0.001
(Title
of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. Yes [X] No
[ ]
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes [X] No
[ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [
] |
Accelerated
filer [
]
|
Non-accelerated
filer
[X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes [X] No
[ ]
Aggregate
market value of the voting stock held by non-affiliates: $207,741.66,
as
based
on last reported sales price of such stock. The voting stock held by
non-affiliates on that date consisted of 3,462,361 shares of common
stock.
Applicable
Only to Registrants Involved in Bankruptcy Proceedings During the Preceding
Five
Years:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
Applicable
Only to Corporate Registrants
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. As of July 15, 2006, there were
13,355,181
shares
of common stock, par value $0.001, issued and outstanding.
Documents
Incorporated by Reference
List
hereunder the following documents if incorporated by reference and the Part
of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to rule 424(b)
or
(c) of the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980). None.
Renhuang
Pharmaceuticals, Inc.
TABLE
OF CONTENTS
PART
I
ITEM
1 - BUSINESS
|
|
|
4
|
|
ITEM
1A - RISK FACTORS
|
|
|
7
|
|
ITEM
1B - UNRESOLVED STAFF COMMENTS
|
|
|
8
|
|
ITEM
2 - PROPERTIES
|
|
|
8
|
|
ITEM
3 - LEGAL PROCEEDINGS
|
|
|
8
|
|
ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
|
|
8
|
|
|
|
|
|
|
PART
II
|
|
|
|
|
|
ITEM
5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
9
|
|
ITEM
6 - SELECTED FINANCIAL DATA
|
|
|
10
|
|
ITEM
7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATION
|
|
|
11
|
|
ITEM
7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
|
|
13
|
|
ITEM
8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
13
|
|
ITEM
9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
|
|
|
|
|
AND
FINANCIAL DISCLOSURE
|
|
|
14
|
|
ITEM
9A - CONTROLS AND PROCEDURES
|
|
|
14
|
|
ITEM
9B - OTHER INFORMATION
|
|
|
15
|
|
|
|
|
|
|
PART
III
|
|
|
|
|
|
ITEM
10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNACE
|
|
|
17
|
|
ITEM
11 - EXECUTIVE COMPENSATION
|
|
|
18
|
|
ITEM
12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
|
|
|
19
|
|
ITEM
13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
|
|
20
|
|
ITEM
14 - PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
|
22
|
|
|
|
|
|
|
PART
IV
|
|
|
|
|
|
ITEM
15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
|
23
|
|
PART
I
Explanatory
Note
Renhuang
Pharmaceuticals, Inc.
has
restated its Annual Report on Form 10-K. This Annual Report is for the year
ended April 30, 2006, and was originally filed with the Commission on Form
10-KSB on August 15, 2006. The purpose of this amendment is to correctly file
this Annual Report on Form 10-K rather than on Form 10-KSB, since, under Reg.
§
228.10 of Regulation S-B, a
reporting company that is not a small business company must meet the definition
of a small business issuer at the end of two consecutive fiscal years before
it
will be considered a small business issuer for purposes of using Form
10-KSB.
We have
not met the
definition of a small business issuer at the end of two consecutive fiscal
years
because we have not had revenues of
less
than $25,000,000 at the end of two consecutive fiscal years.
Consequently, we must file this Annual Report on Form 10-K rather than on Form
10-KSB. References throughout this Annual Report are accurate as of the date
originally filed. We have not undertaken to update all of the information in
this Annual Report, but instead have only (i) updated those areas related to
the
restatements and (ii) changed the voice throughout this Annual Report from
third-person to first-person. Please read all of our filings with the Commission
in conjunction with this Annual Report.
This
Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based
on management's beliefs and assumptions, and on information currently available
to management. Forward-looking statements include the information concerning
possible or assumed future results of operations of the Company set forth under
the heading “Management's Discussion and Analysis of Financial Condition or Plan
of Operation.” Forward-looking statements also include statements in which words
such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,”
“consider” or similar expressions are used.
Forward-looking
statements are not guarantees of future performance. They involve risks,
uncertainties and assumptions. The Company's future results and shareholder
values may differ materially from those expressed in these forward-looking
statements. Readers are cautioned not to put undue reliance on any
forward-looking statements.
ITEM
1 - BUSINESS
Business
Overview
Up
until
March 3, 2006, we were a holding company that operated primarily through one
active subsidiary, American Residential Funding, Inc., a Nevada Corporation
(AMRES), which provided home financing through the brokerage of residential
home
loans.
AMRES
AMRES
consistently provided the majority of our consolidated revenue. AMRES is
primarily a loan broker that, through its loan agents, locates prospective
borrowers from real estate brokers, home developers, and marketing to the
general public. After taking a loan application, AMRES processes the loan
package, including obtaining credit and appraisal reports. AMRES then presents
the loan to one of approximately 400 approved lenders, who then approve the
loan, draw loan documents, and fund the loan. AMRES receives a commission for
each brokered loan, less what is paid to each agent.
The
mortgage loans are generally “one-to-four-family” mortgage loans, which were
permanent loans (as opposed to construction or land development loans) secured
by mortgages on non-farm properties, including attached or detached
single-family or second/vacation homes, one-to-four-family primary residences
and condominiums or other attached dwelling units, including individual
condominiums, row houses, townhouses and other separate dwelling units even
when
located in buildings containing five or more such units. Each mortgage loan
may
be secured by an owner-occupied primary residence or second/vacation home,
or by
a non-owner occupied residence.
We
have
marketed and sold our mortgage brokerage services primarily through a direct
sales force of loan agents totaling between 20 and 40 persons from our previous
office in Costa Mesa, California, as well as over 500 loan agents at branch
locations.
We
faced
intense competition in the origination and brokering of our mortgage loans.
Such
competition came from banks, savings and loan associations and other entities,
including real estate investment trusts. Many of our competitors had
significantly more assets and greater financial resources than us.
Environmental
Matters
We
have
not been required to perform any investigation or clean up activities, nor
have
we been subject to any environmental claims. There can be no assurance, however,
that this will remain the case in the future.
Trade
Names and Service Marks
We
do not
currently own any Trade Names, Trade Marks or Service Marks.
Employees
As
of
March 8, 2006, we do not have any employees.
Historical
Changes in Business Strategy and Changes in Control
We
were
incorporated in the State of Nevada on August 18, 1988 as Solutions,
Incorporated. Since that time, we have undergone a series of name changes as
follows: Suarro Communications, Inc., e-Net Corporation, e-Net Financial Corp.,
e-Net.Com Corporation, e-Net Financial.Com Corporation, and on January 2, 2002
to Renhuang Pharmaceuticals, Inc.
On
April
11, 2006, we received written consents in lieu of a meeting of stockholders
from
holders of 9,892,820 shares representing approximately 74% of the 13,355,181
shares of the total issued and outstanding shares of our voting stock (the
“Majority Stockholders”) approving an amendment to our Articles of Incorporation
to change our name to Renhuang Pharmaceutical, Inc.
On
July
27, 2006, we effectuated the name change to Renhuang Pharmaceuticals,
Inc.
Recapitalization
In
November 1999, our outstanding common stock underwent a two-for-one forward
split. Effective in April 2003, (a) our preferred stockholders exchanged their
Series A and Series C preferred stock for newly created Series E and Series
D
preferred stock, respectively, (b) our President exchanged cancelled options
and
converted debt into common stock and newly created Series F preferred stock,
and
(c) our common stock underwent a one-for-twenty reverse stock split, resulting
in a decrease in our outstanding common stock at the time from 99,350,000 shares
to 4,967,500 shares.
On
or
about April 11, 2006, we received written consents in lieu of a meeting of
stockholders from the Majority Stockholders approving the 1-for-30 reverse
stock
split of our Common Stock. On April 11, 2006, our Board of Directors approved
the above-mentioned stock split, subject to stockholder approval and on August
11, 2006, the Board of Directors effectuated the reverse stock
split.
Discontinued
operations
On
September 30, 2005, our Board of Directors approved, declared it advisable
and
in our best interests and directed that there be submitted to the holders of
a
majority of our voting stock for action by written consent the proposed sale
of
substantially all of our assets (the “Asset Sale”), including but not limited
to, all of our ownership interest in AMRES, to AMRES Holding, LLC, a Nevada
limited liability company (“AMRES Holding”).
The
purpose of the Asset Sale, in conjunction with the Securities Sale described
below, was to promote the interests of our stockholders by selling unprofitable
assets to prevent further losses and provide them with a reasonable exit from
their equity holdings.
Vincent
Rinehart (“Rinehart”), a shareholder and at the time, our sole officer and
director, is the managing member of AMRES Holding and an officer and director
of
AMRES, and as such there may have existed a conflict of interest in the
related-party transaction, which conflict of interest was waived by our Board
of
Directors and the majority of our voting stockholders.
Securities
Sale
On
September 19, 2005, our Board of Directors approved, declared it advisable
and
in our best interests and directed that there be submitted to the holders of
a
majority of our voting stock for action by written consent the proposed sale
by
AMRES Holding and Rinehart to Viking (the “Securities Sale”), of their entire
ownership interests in us consisting of an aggregate of approximately 10,379,731
shares of common stock, par value $0.001 and warrants to purchase a total of
3,450,000 shares of our common stock (collectively, the “Securities”) in
exchange for an aggregate purchase price of $375,000 (the “Purchase Price”), of
which $150,000 was paid out as a dividend to approximately 3,026,688 shares
and
was equal to approximately $0.0495 per share, and the balance to pay off company
debt and liabilities, leaving us without assets and liabilities, as additional
consideration in connection with the transactions contemplated by the Asset
Sale. Approval of the Securities Sale by a majority of our stockholders was
not
required; nonetheless, effective on September 30, 2005, the Securities Sale
was
approved by written consent of a majority of our stockholders. Viking did not
bear a related-party relationship to us or our management.
Dividend
We
distributed $150,000 of the Purchase Price as a cash dividend to our
shareholders on or about March 15, 2006. The dividend was paid to approximately
3,026,688 shares and was equal to approximately $0.0495 per share. The balance
of the funds was used to resolve all of ours and AMRES’ outstanding obligations
prior to the consummation of the Securities Sale.
Closing
Date
On
March
3, 2006, the Closing Date, the transactions referred to above closed and we
discontinued our operations.
We
are
currently devoting our efforts to locating merger or acquisition candidates.
Our
ability to continue as a going concern is dependent upon our ability to develop
additional sources of capital, locate and complete a merger with or acquisition
of another company, and ultimately, achieve profitable operations. The
accompanying financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
ITEM
1A - RISK FACTORS
On
at
least an annual basis, we are required to provide our shareholders with a
statement of risk factors and other considerations for their review. These
risk
factors and other considerations include:
We
are a shell company as defined in Rule 12b-2 of the
Act.
We
are a
shell
company (as defined in Rule 12b-2 of the Act) because
we have no or nominal assets and no or nominal operations. We currently exist
for the specific purpose of acquiring all or substantially all of the ownership
of an existing business. These transactions are consummated by issuing or
transferring large blocks of our equity shares to the principals of the business
that is acquired. Any such issuance will involve significant dilution in the
equity interest in us held by our pre-reorganization shareholders with the
result that our pre-reorganization shareholders will have a substantially lower
aggregate interest in our outstanding shares after giving effect to the
reorganization. Prospective investors should be aware that privately-held
companies oftentimes merge or reorganize with a public shell as a means of
“going-public” without having to incur the time, expense and disclosure
obligations normally associated with the going-public process. In the event
we
merge with a privately held company, investors will not have had the benefit
of
receiving disclosure of such company’s operations and financial condition prior
to making their investment. Prospective investors should also be aware that
our
management, acting in compliance with our Bylaws and Nevada Corporation Law,
may
structure any reorganization with an operating business in a manner that will
allow our Board of Directors to approve the selection of the operating business
and all of the terms of the reorganization, including the appointment of the
successor officers and directors, without the need or request for shareholder
approval.
We
rely on our management to evaluate potential acquisition
targets.
We
are
dependent on our officers and directors’ personal abilities to evaluate business
opportunities that may be presented in the future. Since management has not
identified a proposed business or industry in which it will search for an
acquisition target, it is unlikely that management will have any prior
experience in the technical aspects of the industry or the business within
that
industry which may be acquired.
A
single shareholder owns the voting control of our
company.
Our
majority shareholder, Viking Investments USA, Inc., presently owns approximately
74.07% of our outstanding Common Stock. Therefore, until such time as we acquire
an operating business, our majority shareholder will have the power to elect
all
of our Board of Directors, amend our Certificate of Incorporation, and approve
a
merger, or consolidation with another company or sale of all or substantially
all of our assets.
Because
we face intense competition, we may not be able to acquire a quality operating
business.
Numerous
large, well-financed firms with large cash reserves are engaged in the
acquisition of companies and businesses. We expect competition to be intense
for
available target businesses.
There
is a limited public trading market for our common
stock.
Our
securities do not currently, and have not in the past, traded on any active
or
liquid public market. Thus, there is currently a limited market for our
securities and there can be no assurance that an active trading market will
develop or, if one develops, that it will continue. Even if an active trading
market should develop, the market may not be sustainable. There are currently
no
plans, proposals, arrangements or understandings with any person with regard
to
the development of a trading market in any of our securities.
ITEM
1B - UNRESOLVED STAFF COMMENTS
This
Item
is not applicable to us as we are not an accelerated filer, a large accelerated
filer, or a well-seasoned issuer; however, we have not received written comments
from the Commission staff regarding our periodic or current reports under the
Securities Exchange Act of 1934 within the last 180 days before the end of
our
last fiscal year.
ITEM
2 - PROPERTIES
Our
principal place of business is in New York City, New York, where we are provided
with offices at no cost by our majority shareholder, Viking
Investments.
ITEM
3 - LEGAL PROCEEDINGS
We
are
not a party to, or threatened by, any litigation or procedures.
ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There
have been no events that are required to be reported under this Item.
PART
II
ITEM
5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market
Information
Our
common stock is currently quoted on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc., under the symbol “AZAC.” Our common
stock is only traded on a limited or sporadic basis and should not be deemed
to
constitute an established public trading market. There is no assurance that
there will be liquidity in the common stock.
The
following table sets forth the high and low bid information for each quarter
within the two most recent fiscal years, as provided by the NASDAQ Stock
Markets, Inc. The information reflects prices between dealers, and does not
include retail markup, markdown, or commission, and may not represent actual
transactions.
|
|
|
|
Bid
Prices
|
|
Fiscal
Year Ended
April 30,
|
|
Period
|
|
High
|
|
Low
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
First
Quarter
|
|
|
1.05
|
|
|
0.65
|
|
|
|
|
Second
Quarter
|
|
|
0.80
|
|
|
0.25
|
|
|
|
|
Third
Quarter
|
|
|
0.58
|
|
|
0.25
|
|
|
|
|
Fourth
Quarter
|
|
|
0.40
|
|
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
First
Quarter
|
|
|
0.28
|
|
|
0.115
|
|
|
|
|
Second
Quarter
|
|
|
0.17
|
|
|
0.06
|
|
|
|
|
Third
Quarter
|
|
|
0.12
|
|
|
0.06
|
|
|
|
|
Fourth
Quarter
|
|
|
0.13
|
|
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
First
Quarter
|
|
|
0.13
|
|
|
0.04
|
|
|
|
|
Second
Quarter
|
|
|
0.09
|
|
|
0.04
|
|
|
|
|
Third
Quarter
|
|
|
0.04
|
|
|
0.03
|
|
|
|
|
Fourth
Quarter
|
|
|
0.15
|
|
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
First
Quarter (through June 30, 2006)
|
|
|
0.07
|
|
|
0.04
|
|
The
Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection
with
trades in any stock defined as a penny stock. The Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to a few exceptions
that we do not meet. Unless an exception is available, the regulations require
the delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated
therewith.
Holders
As
of
July 15, 2006, there were 13,355,181 shares of our common stock issued and
outstanding held by 72 holders of record.
Dividend
Policy
We
distributed $150,000, as further described above under Discontinued Operations,
as a cash dividend to our shareholders on or about March 15, 2006. The dividend
was paid to approximately 3,026,688 shares equal to approximately $0.0495 per
share.
We
do not
expect to pay any dividend in the foreseeable future. We intend to apply our
earnings, if any, in expanding our operations and related activities. The
payment of cash dividends on our common stock in the future will be at the
discretion of the Board of Directors and will depend upon such factors as
earnings levels, capital requirements, our financial condition and other factors
deemed relevant by the Board of Directors.
ITEM
6 - SELECTED FINANCIAL DATA
Renhuang
Pharmaceuticals, Inc.
|
|
For
the year ended April 30, (in 000’s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement
of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from discontinued operations
|
|
|
|
|
|
879
|
|
|
(3,528
|
)
|
|
(1,123
|
)
|
|
736
|
|
|
(454
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) from discontinued operations
|
|
|
|
|
|
877
|
|
|
(3,580
|
)
|
|
(1,123
|
)
|
|
902
|
|
|
(442
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) per common share from continuing operations
|
|
|
|
|
|
0
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) per common share from discontinued
operations
|
|
|
|
|
|
0.12
|
|
|
(0.73
|
)
|
|
(0.24
|
)
|
|
0.27
|
|
|
(0.25
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) per basic common share
|
|
|
|
|
|
0.12
|
|
|
(0.73
|
)
|
|
(0.23
|
)
|
|
0.32
|
|
|
(0.24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
$
|
0
|
|
|
9,546
|
|
|
7,903
|
|
|
12,871
|
|
|
3,236
|
|
Total
assets
|
|
|
|
|
|
0
|
|
|
9,777
|
|
|
8,269
|
|
|
13,343
|
|
|
3,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
0
|
|
|
10,510
|
|
|
7,796
|
|
|
11,412
|
|
|
2,921
|
|
Total
liabilities
|
|
|
|
|
|
0
|
|
|
10,510
|
|
|
7,796
|
|
|
11,412
|
|
|
3,330
|
|
Total
stockholders’ equity (deficit)
|
|
|
|
|
|
0
|
|
|
(732
|
)
|
|
473
|
|
|
1,931
|
|
|
445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
dividends per common share
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
ITEM
7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
Overview
As
of
March 3, 2006, we discontinued our previous operations and we have not started
any new operations. We are currently devoting our efforts to locating merger
candidates. Our ability to continue as a going concern is dependent upon our
ability to develop additional sources of capital, locate and complete a merger
with another company, and ultimately, achieve profitable operations. The
accompanying financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
The
following discussion contains forward-looking statements that involve risks
and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of many factors, including
those
set forth under “Risk Factors.” The following discussion should be read together
with our financial statements and the notes to those financial statements
included elsewhere in this annual report.
Except
for historical information, the materials contained in this Management’s
Discussion and Analysis are forward-looking (within the meaning of Section
27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of
1934) and involve a number of risks and uncertainties. These include our
historical losses, the need to manage its growth, general economic downturns,
intense competition in the financial services and mortgage banking industries,
seasonality of quarterly results, and other risks detailed from time to time
in
our filings with the Securities and Exchange Commission.
Although
forward-looking statements in this Annual Report reflect the good faith judgment
of management, such statements can only be based on facts and factors currently
known by us. Consequently, forward-looking statements are inherently subject
to
risks and uncertainties, actual results and outcomes may differ materially
from
the results and outcomes discussed in the forward-looking statements. Readers
are urged to carefully review and consider the various disclosures made by
us in
this Annual Report, as an attempt to advise interested parties of the risks
and
factors that may affect our business, financial condition, and results of
operations and prospects.
Income
Taxes
We
recognize deferred tax assets and liabilities based on the differences between
the financial statement carrying amounts and the tax bases of assets and
liabilities. We review our deferred tax assets for recoverability and establish
a valuation allowance based upon historical losses, projected future taxable
income and the expected timing of the reversals of existing temporary
differences. During the years ended April 30, 2006 and 2005, we estimated the
allowance on net deferred tax assets to be one hundred percent (100%) of the
net
deferred tax assets.
Results
of Operations for the Twelve Months Ended April 30, 2006 Compared to the Twelve
Months Ended April 30, 2005
Introduction
On
September 30, 2005, pursuant to the above-mentioned Asset Sale, our Board of
Directors approved the proposed sale of substantially all of our assets,
including but not limited to, all of our ownership interest in AMRES, to AMRES
Holding, LLC, a Nevada limited liability company. The purpose of the Asset
Sale,
in conjunction with the Securities Sale described below, was to promote the
interests of our stockholders by selling unprofitable assets to prevent further
losses and provide them with a reasonable exit from their equity holdings.
The
Asset Sale transaction closed on March 3, 2006, and we discontinued our
operations. Accordingly, our operations related to home financing through the
brokerage of residential home loans are categorized in our financial statements
as discontinued operations.
We
are
currently devoting our efforts to locating merger or acquisition candidates.
Our
ability to continue as a going concern is dependent upon our ability to develop
additional sources of capital, locate and complete a merger with or acquisition
of another company, and ultimately, achieve profitable operations. The
accompanying financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
|
|
Year
Ended April 30, 2006
|
|
Year
Ended April 30, 2005
|
|
Dollar
Change
|
|
%Change
|
|
Income
(loss) from discontinued operations
|
|
$
|
878,711
|
|
|
(3,528,137
|
)
|
$
|
4,406,848
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) from discontinued operations
|
|
|
876,951
|
|
|
(3,579,642
|
)
|
|
4,456,593
|
|
|
N/A
|
|
Net
Loss Available to Common Shareholders
There
was
a net income from discontinued operations for the year ended April 30, 2006
in
the amount of $876,951 or $0.12 per share compared with a net loss available
to
common shareholders of $3,579,642, or $(0.73)per share for the year ended April
30, 2005. Our now discontinued operations involved providing home financing
through the brokerage of residential home loans.
As
we
continued to experience a significant slow down in the refinance business,
and
to be unsuccessful in the business initiatives described above and to expand
our
sources of revenue, we took immediate actions and discontinued our operations
as
further described above.
Liquidity
and capital resources
Our
cash
balance is zero on hand as of April 30, 2006.
Net
cash
used in operating activities was $1,316,840 for the twelve months ended April
30, 2006, compared to $3,374,672 of cash provided by operating activities for
the twelve months ended April 30, 2005.
Net
cash
used in investing activities was $0 and $8,181 for the twelve months ended
April
30, 2006 and 2005, respectively. .
Net
cash
provided by financing activities was $0.00 for the twelve months ended April
30,
2006, compared to net cash used in financing activities in the amount of
$2,495,168 for the twelve months ended April 30, 2005. The only contributor
to
the cash used in financing activities during year ended April 30, 2006 was
payment of $150,000 as a dividend.
As
most
business oriented entities, we are vulnerable to increases in interest
rates.
Contractual
Obligations
|
|
Payments
due by period
|
|
Obligations
|
|
Total
|
|
1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
5
Years
|
|
Long-Term
Debt Obligations
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
Capital
Lease Obligations
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
Operating
Lease Obligations
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
Purchase
Obligations
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
Other
Long-Term Liabilities
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
Total
Contractual Obligations
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
As
a
result of the Asset Sale and Securities Sale we did not have any contractual
obligations as of April 30, 2006.
ITEM
7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Our
primary financial instruments are cash in banks and money market instruments.
We
do not believe that these instruments are subject to material potential
near-term losses in future earnings from reasonably possible near-term changes
in market rates or prices. We do not have derivative financial instruments
for
speculative or trading purposes. We are not currently exposed to any material
currency exchange risk.
ITEM
8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index
to Financial Statements
|
|
|
|
|
|
|
|
|
|
Report
of Independent Certified Public Accountants
|
|
|
F-1
|
|
|
|
|
|
|
Balance
Sheet
|
|
|
F-2
|
|
|
|
|
|
|
Statement
of Operations
|
|
|
F-3
|
|
|
|
|
|
|
Statement
of Stockholders Equity
|
|
|
F-4
|
|
|
|
|
|
|
Statement
of Cash Flows
|
|
|
F-12
|
|
|
|
|
|
|
Notes
to Consolidated Financial Statements
|
|
|
F-14
|
|
ITEM
9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On
March
8, 2006, our
board
of directors approved the dismissal of Singer Lewak Greenbaum & Goldstein
LLP as our independent auditor. Singer, Lewak, Greenbaum & Goldstein LLP’s
was our independent accountants for the fiscal year ending April 30, 2005 only
and they opined on one year of financial statements, specifically, the year
ending April 30, 2005.
Management
of Renhuang Pharmaceuticals, Inc. has not had any disagreements with Singer
Lewak Greenbaum & Goldstein LLP related to any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure. For the fiscal year ended April 30, 2005 and through Singer Lewak
Greenbaum & Goldstein LLP dismissal on March 8, 2006, there has been no
disagreement between the Company and Singer Lewak Greenbaum & Goldstein LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Singer Lewak Greenbaum & Goldstein LLP would have
caused it to make a reference to the subject matter of the disagreement in
connection with its reports.
In
connection with their audit of our financial statements for the fiscal year
ended April 30, 2005 and reviews of the interim periods preceding March 8,
2006,
there have been no disagreements with Singer Lewak Greenbaum & Goldstein LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Singer Lewak Greenbaum & Goldstein LLP would have
caused them to make reference thereto in their report on the financial
statements.
On
March
8, 2006, we engaged Rotenberg & Co. LLP of Rochester, New York, as our new
independent auditors.
ITEM
9A - CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
conducted an evaluation, with the participation of our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation
of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, as of January 31, 2006, to ensure that information required to be disclosed
by us in the reports filed or submitted by us under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Securities Exchange Commission’s rules and forms, including to ensure
that information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that as of January
31, 2006, our disclosure controls and procedures were not effective at the
reasonable assurance level due to the material weaknesses described
below.
In
light
of the material weaknesses described below, we performed additional analysis
and
other post-closing procedures to ensure our consolidated financial statements
were prepared in accordance with generally accepted accounting principles.
Accordingly, we believe that the consolidated financial statements included
in
this report fairly present, in all material respects, our financial condition,
results of operations and cash flows for the periods presented.
A
material weakness is a control deficiency (within the meaning of the Public
Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or
combination of control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. Management has identified the
following two material weaknesses which have caused management to conclude
that,
as of January 31, 2006, our disclosure controls and procedures were not
effective at the reasonable assurance level:
We
were
unable to meet our requirements to timely file our Form 10-Q for the quarter
ended July 31, 2005. Management evaluated the impact of our inability to timely
file periodic reports with the Securities and Exchange Commission on our
assessment of our disclosure controls and procedures and has concluded that
the
control deficiency that resulted in the inability to timely make these filings
represented a material weakness.
We
did
not maintain a sufficient complement of finance and accounting personnel with
adequate depth and skill in the application of generally accepted accounting
principles. In addition, we did not maintain a sufficient complement of finance
and accounting personnel to handle the matters necessary to timely file our
Form
10-Q for the quarter ended July 31, 2005. Management evaluated the impact of
our
lack of sufficient finance and accounting personnel on our assessment of our
disclosure controls and procedures and has concluded that the control deficiency
that resulted in our lack of sufficient personnel represented a material
weakness.
To
address these material weaknesses, management performed additional analyses
and
other procedures to ensure that the financial statements included herein fairly
present, in all material respects, our financial position, results of operations
and cash flows for the periods presented.
Remediation
of Material Weaknesses
To
remediate the material weaknesses in our disclosure controls and procedures
identified above, subsequent to April 30, 2005, in addition to working with
our
independent auditors, we retained a third-party consultant to advise us
regarding our financial reporting process.
Changes
in Internal Control over Financial Reporting
Except
as
noted above, there were no changes in our internal control over financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
ITEM
9B - OTHER INFORMATION
On
September 19, 2005, we entered into a Common Stock Purchase Agreement
whereby
Rinehart
and AMRES Holding agreed to sell a total combined amount of approximately
10,379,731 shares of our common stock and warrants to purchase a total of
3,450,000 shares of our common stock (the “Securities”), to Viking Investments
USA, Inc., a Delaware corporation (“Viking”), on or about October 28, 2005, for
an aggregate purchase price of $375,000. Viking does not bear a related-party
relationship to us or our management. The anticipated closing date was changed
by agreement of the parties to December 30, 2005.
On
September 23, 2005, we received a signed Securities Purchase Agreement dated
September 16, 2005 from Peter and Irene Gauld (the “Gaulds”), by and between
AMRES Holding and the Gaulds, whereby the Gaulds agreed to sell to AMRES
Holding, on or about October 28, 2005, warrants to acquire 2,000,000 shares
of
our common stock in exchange for the total purchase price of $10,000. The Gaulds
do not bear a related-party relationship to us or our management. The
anticipated closing date was changed by agreement of the parties to December
30,
2005.
On
September 30, 2005, we entered into a Reorganization, Stock and Asset Purchase
Agreement by and among us and AMRES, on the one hand, and Rinehart and AMRES
Holding, on the other hand, whereby we agreed to sell substantially all of
our
assets to AMRES Holding, on or about November 8, 2005, including but not limited
to all of our ownership interest in our subsidiary, AMRES, in exchange for
(i)
the termination by Rinehart, the managing member of AMRES Holding, of that
certain Employment Agreement dated June 1, 2001, by and between Rinehart and
us,
including the waiver of $500,000 in severance thereunder and (ii) the assumption
by AMRES of all obligations under that certain real property lease by and
between the Company and Fifth Street Properties-DS, LLC. In conjunction with
the
abovementioned exchange, the following transactions occurred: (i) the delivery
by Rinehart of his entire ownership interest in us, consisting of 988,275 shares
of common stock, and 18,800 shares of Series F Convertible Preferred Stock,
to
Viking; (ii) the delivery by AMRES to Viking of its ownership interest in us,
consisting of 4,137,500 shares of our common stock; and (iii) delivery by AMRES
Holding of warrants to acquire 250,000 shares of our common stock to Viking.
The
anticipated closing date was changed by agreement of the parties to December
30,
2005.
On
September 30, 2005, AMRES Holding entered into a Stock Purchase Agreement with
Cranshire Capital, L.P. (“Cranshire”), The dotCom Fund, LLC (“dotCom”), and
Keyway Investments, Ltd. (“Keyway”) (each a “Seller” and collectively the
“Sellers”), whereby the Sellers agreed to sell to AMRES Holding, on or about
November 8, 2005, an aggregate of 3,043,945 shares of our common stock, 8,201.5
shares of our Series D Preferred stock, and warrants to purchase 750,000 shares
of our common stock, in exchange for the total purchase price of $125,000.
The
anticipated closing date was changed by agreement of the parties to December
30,
2005. The Sellers do not bear a related-party relationship to us or our
management.
On
March
3, 2006, these securities were all sold to Viking pursuant to the terms of
Common Stock Purchase Agreement as reported in our Current Report on Form 8-K
dated September 23, 2005.
PART
III
ITEM
10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNACE
Directors
and Executive Officers
The
following table sets forth the names and ages of our current directors and
executive officers, the principal offices and positions held by each person,
and
the date such person became a director or executive officer. Our executive
officers are elected annually by the Board of Directors. The directors serve
one
year terms until their successors are elected. The executive officers serve
terms of one year or until their death, resignation or removal by the Board
of
Directors. Unless described below, there are no family relationships among
any
of the directors and officers.
Name
|
|
|
Age
|
|
|
Position(s)
|
|
Shaoming
Li
|
|
|
44
|
|
|
Chairman
of the Board of Directors, President and Chief Executive
Officer
|
|
Leo
L. Wang
|
|
|
38
|
|
|
Director,
Chief Financial Officer
|
|
Fanrong
Meng
|
|
|
34
|
|
|
Director
|
|
Dianjun
Pi
|
|
|
55
|
|
|
Director
|
|
Mr.
Li
Shaoming has served as the Chairman of the Board of Directors since founding
Harbin Renhuang Pharmaceutical Co. Ltd in 1996. Mr. Li has more than 20 years
experience from the pharmaceutical and finance industry. From 1984 to 1996,
Mr.
Li served as Vice Chairman of Shenzhen Health Pharmaceutical Co. Ltd, a company
dedicated to drug research, production, and sales. Mr. Li is a professor at
Harbin Business University and Northeastern Agriculture University. Mr. Li
also
served as Vice Chairman of Heilongjiang Provincial Chinese Traditional Medicine
Association and Heilongjiang Provincial Medicine Association. Mr. Li Shaoming
graduated from Central University of Finance and Economics in Beijing, China
with a bachelor degree in finance.
Dr.
Leo
Wang has served as the Chief Financial Officer of Harbin Renhuang Pharmaceutical
Co. Ltd since 2006. An expert on international business, finance and investment,
Dr. Wang pioneered the study of foreign investments and multinational companies
in China before the current wave of international business flows into China.
Prior to Dr. Wang’s current position, he worked in investment management at a
New York hedge fund that invested for senior executives of Citigroup Morgan
Stanley, UBS and the Federal Reserve. He also developed investment strategies
at
Fleet Boston Financial Corporation (Bank of America), and provided strategy
consulting for Raytheon Company. Previously, he was an Assistant Professor
of
Economics at the University of Copenhagen in Denmark, and an Economic Advisor
to
the Ministry of Finance in Norway. Dr. Wang holds an M.B.A. in Finance and
Management from MIT and a Ph.D. in Economics from the University of Oslo. He
was
also a National Science Foundation Scholar at Harvard University.
Mr.
Fanrong Meng has served as the Chief Executive Officer of Harbin Venture Capital
Ltd. since 2001. Mr. Meng has more than 15 years investment experience in China.
In 1997, he participated in the successful Initial Public Listing of Asiapower
Investment in Singapore. Mr. Meng also has participated in various international
investment banking transactions with private and publicly listed companies.
Mr.
Meng Fanrong graduated from Xiamen University with a master degree in
Finance.
Mr.
Pi
Dianjun has served as the Chief Operation Officer of Harbin Renhuang
Pharmaceutical Co. Ltd since 2003, including responsibilities for the human
resource department, information management, the center of management, and
the
office of the president in Renhuang. From 1992 to 2001, Mr. Pi served as the
Chief Operation Officer of China Resource Breweries Limited, Harbin Office;
from
2002 to 2004, Mr. Pi served as Vice Chairman of Kuihua Pharmaceutical Co. Ltd.
Mr. Pi Dianjun graduated from Heilongjiang University.
To
our
knowledge, none of the directors presently serve as directors of public
corporations other than Renhuang Pharmaceuticals, Inc.
Board
Meetings and Committees
During
the fiscal year ended April 30, 2006, the Board of Directors met on numerous
occasions and took written action on numerous other occasions. All the members
of the Board attended the meetings. The written actions were by unanimous
consent.
On
April
1, 2006, Mr. Shaoming and Mr. Zuoliang Wang of our Board of Directors formed
an
Audit Committee. During the fiscal year ended April 30, 2006, the Audit
Committee met on one occasion. In accordance with a written charter adopted
by
the Company’s Board of Directors, the Audit Committee assists the Board of
Directors in fulfilling its responsibility for oversight of the quality and
integrity of the Company’s financial reporting process, including the system of
internal controls. In connection with the audit of our financial statements
for
the fiscal year ended April 30, 2006, the Audit Committee (i) reviewed and
discussed the audited financial statements with management, (ii) discussed
with
the independent auditors the matters required to be discussed by SAS 61, (iii)
received the written disclosures and the letter from the independent accountants
required by Independence Standards Board Standard No. 1, (iv) discussed with
the
independent accountant the independent accountant’s independence, and (v) made
appropriate recommendations to our Board of Directors concerning inclusion
of
the audited financial statements in our annual report on Form 10-K.
Code
of Ethics
We
have
not adopted a written code of ethics, primarily because we believe and
understand that our officers and directors adhere to and follow ethical
standards without the necessity of a written policy.
Compensation
Committee
On
April
1, 2006, Mr. Shaoming and Mr. Zuoliang Wang of our Board of Directors formed
an
Audit Committee. During the fiscal year ended April 30, 2006, the Audit
Committee met on one occasion.
ITEM
11 - EXECUTIVE COMPENSATION
Executive
Officers and Directors
On
June
1, 2001, we entered into an Employment Agreement with Rinehart. Under the terms
of the agreement, we were to pay to Rinehart a salary equal to $275,000 per
year, subject to an annual increase of 10% commencing January 1, 2002, plus
an
automobile allowance of $1,200 per month and other benefits, including life
insurance. The agreement was for a term of 5 years and provided for a severance
payment in the amount of $500,000 and immediate vesting of all stock options
in
the event his employment was terminated for any reason, including cause.
Rinehart’s Employment Agreement was ratified by the shareholders of the Company
at our 2001 Annual Shareholders Meeting. Following Rinehart’s resignation on
March 3, 2006, the employment agreement was terminated, including the $500,000
waiver without any further obligation from either us or Rinehart.
2003
Omnibus Securities Plan
On
February 28, 2003, our Board of Directors approved the Renhuang Pharmaceuticals,
Inc. 2003 Omnibus Securities Plan, which was approved by our shareholders on
April 11, 2003. The Plan offers selected employees, directors, and consultants
an opportunity to acquire our common stock, and serves to encourage such persons
to remain employed by us and to attract new employees. The plan allowed for
the
award of stock and options, up to 750,000 shares (after giving effect to the
1-for-20 reverse stock split effective April 21, 2003) of our common stock.
On
May 1 of each year, the number of shares in the 2003 Securities Plan should
automatically be adjusted to an amount equal to ten percent (10%) of our
outstanding stock on April 30 of the immediately preceding year. As of April
30,
2006, there are no options or other financial instruments outstanding under
the
2003 Omnibus Securities Plan.
We
do not
pay our current officers and directors any compensation for their
services.
Board
Compensation
There
are
currently no agreements with any of the directors, or director nominees for
compensation, and the Company does not anticipate paying any compensation.
Our
Directors are entitled to reimbursement for their travel expenses. We do not
pay
additional amounts for committee participation or special assignments of the
Board of Directors.
ITEM
12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The
following table sets forth, as of July 15, 2006, certain information
with
respect
to our equity securities owned of record or beneficially by (i) each Officer
and
Director; (ii) each person who owns beneficially more than 5% of each class
of
our outstanding equity securities; and (iii) all Directors and Executive
Officers as a group.
COMMON
STOCK
|
|
|
|
|
|
|
|
|
Title
of Class
|
|
Name
and Address of
Beneficial
Owner
|
|
Amount
and nature of Beneficial
Ownership
|
|
Percent
of Class
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
Viking
Investments USA, Inc.
65
Broadway, Suite 888
New
York, NY 10006
|
|
|
9,892,820
|
|
|
74.07
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
Li
Shaoming
|
|
|
0
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
Leo
L. Wang
|
|
|
0
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
Pi
Dianjun
|
|
|
0
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
All
officers and directors
|
|
0
|
|
|
0
|
%
|
ITEM
13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Convertible
note
On
October 11, 2004, we issued a secured convertible note payable totaling $125,000
to AMRES Holding, a related party partially owned and controlled by Mr. Vince
Rinehart, our then Chief Executive Officer. The note was secured by
substantially all of AMRES’ assets. Interest on this note was payable quarterly
beginning on January 1, 2005 at 12% per annum. Pursuant to its terms, the note
matured on October 11, 2006. The was convertible into our common stock at 75%
of
the average closing bid price for the five days preceding the date of the
conversion notice. As additional consideration, we issued a warrant to AMRES
Holding to purchase 250,000 shares of our common stock at $0.10 per share.
The
warrant was exercisable at any time between the closing date and a date which
was five years from the closing date. We allocated the proceeds of the note
to
the note and warrants based on their relative fair values, resulted in a
discount related to the warrant of $10,175. The discount was amortized over
the
life of the note. As the conversion feature of the note at the time of issuance
was beneficial to the holder, we recorded a discount on the note of $57,413.
The
discount was amortized over the term of the note as interest expense. During
the
quarter ended July 31, 2005, the note was fully repaid, and the unamortized
discount of $17,185 was immediately charged to interest expense.
On
January 18, 2005, we issued a convertible note payable to a private investor
totaling $55,000. We received proceeds, net of all costs and fees, in the amount
of $47,980. Interest on this note is payable monthly at 10% per annum, and
the
note matures on June 15, 2005. The note is convertible into shares of AMRES
common stock at 50% of the bid price of AMRES common stock as reported on the
Pink Sheet Market for the three trading days immediately preceding the date
of
the conversion notice. As the conversion feature of the note at the time of
issuance was beneficial to the holder, we recorded a discount on the note of
$55,000. The discount is being amortized over the term of the note as interest
expense. During the year ended April 30, 2005, $17,500 of this convertible
note
payable was converted into 2,000,000 shares of AMRES common stock. The
unamortized discount amount of $7,621 at the time of conversion was immediately
charged to interest expense. The convertible note payable matured on June 15,
2005 and the discount was fully amortized on the same day.
Sale
and disposition of assets to related party
On
December 28, 2005, a Warranty bill of Sale was executed which sold certain
AMRES
assets to AMRES Holding, a limited liability company partially owned by Vincent
Rinehart, our then Chief Executive Officer. The sale resulted in a total loss
of
$110,611 to AMRES. The following described chattels and personal properties
were
included in the sale: 1.) Wells Fargo Bank Savings Account #690-6530787 as
of
12-19-05 in the sum of $125,000.00 pledged as a collateral for Surety Bonds
issued by The Hartford Insurance Company, VA; 2)166,667 shares of stock in
M-GAB
Development Corp and 166,667 warrant securities as fully described in warrant
purchase agreement dated March 8, 2004, all of which have been fully assigned
to
Mr. Rinehart from Renhuang Pharmaceuticals, Inc.; 3) complete Nortel Phone
system, including all software, numbers and hardware, and which AMRES Holding
agrees to assume the lease/purchase contract associated with said system; 4)
all
websites and URL’s owned by AMRES including but not limited to loancomp.com;
amres.net; americanresidentialfunding.com; amresdirect.com/net/biz;
Fhafunding.com; losangeleshomeloans.com; lasvegashomeloan.com;
residentialfunding.com; redcarpetmortgage.com 5) any and all copyright or
trademarks seller owns or claims title to, including but not limited to AMRES,
American Residential Funding, the “eagle/home in red/white/blue” image, as well
as all trademarks rights associated with same; 6) all lawsuits wherein American
Residential funding, Inc. is the Plaintiff, including but not limited to:
various small claims against Shuler, Rothwell, Qayed, Harding, Henderson, and
civil suits against Herrera, Winters, Oreste.
Rinehart,
is the managing member of AMRES Holding and an officer and director of AMRES,
and as such there may have existed a conflict of interest in the related-party
transaction, which conflict of interest was waived by the Board of Directors
and
the majority of our voting stockholders.
On
March
3, 2006, in exchange for substantially all of our assets, including but not
limited to, all of our ownership interest in AMRES, (i) Rinehart delivered
a
majority of his ownership interest in us, consisting of 831,375 shares of common
stock and 1,880,000 shares of our common stock acquired upon the conversion
of
18,800 shares of Series F Convertible Preferred Stock, to Viking. Rinehart
kept
156,900 shares of our common stock; (ii) Rinehart terminated that certain
Employment Agreement dated June 1, 2001; (iii) AMRES assumed all obligations
under that certain real property lease by and between us and Fifth Street
Properties-DS, LLC; (iv) AMRES delivered to Viking its ownership interest in
us,
consisting of 4,137,500 shares of our common stock; and (v) AMRES Holding
delivered warrants to acquire 250,000 shares of our common stock to Viking.
In
consideration for the above, Viking paid to $375,000 of which $150,000 was
paid
as a cash dividend to our shareholders on or about May 1, 2006 to approximately
3,026,688 shares and was equal to approximately $0.0495 per share. The balance
of the funds was used to resolve all of ours and AMRES’ outstanding obligations
prior to the consummation of the Securities Sale.
Rinehart
is the managing member of AMRES Holding and an officer and director of AMRES.
Viking does not bear a related-party relationship to us or our management.
The
consideration given or received for the assets was determined by arm’s length
negotiations between all the parties involved.
Completion
of Acquisition or Disposition of Assets
On
March
3, 2006, we completed the disposition of substantially all of our assets,
including but not limited to, all of our ownership interest in our subsidiary,
AMRES to AMRES Holding, under control of Rinehart. Effective on September 30,
2005, the disposition was approved by written consent of a majority of our
stockholders.
In
exchange for substantially all of our assets, including but not limited to,
all
of our ownership interest in AMRES, (i) Rinehart delivered a majority of his
ownership interest in us, consisting of 831,375 shares of common stock and
1,880,000 shares of our common stock acquired upon the conversion of 18,800
shares of Series F Convertible Preferred Stock, to Viking. Rinehart kept 156,900
shares of our common stock; (ii) Rinehart terminated that certain Employment
Agreement dated June 1, 2001 (iii) AMRES assumed all obligations under that
certain real property lease by and between us and Fifth Street Properties-DS,
LLC; (iv) AMRES delivered to Viking its ownership interest in us, consisting
of
4,137,500 shares of our common stock; and (v) AMRES Holding delivered warrants
to acquire 250,000 shares of our common stock to Viking.
Rinehart
is the managing member of AMRES Holding and an officer and director of AMRES,
and as such there may have existed a conflict of interest in the related-party
transaction, which conflict of interest was waived by or Board of Directors
and
the majority of our voting stockholders. Viking does not bear a related-party
relationship to us or our management.
The
consideration given or received for the assets was determined by arm’s length
negotiations between all the parties involved.
ITEM
14 - PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit
Fees
During
the fiscal years ended April 30, 2006 and 2005, Singer Lewak Greenbaum &
Goldstein LLP billed us $109,352.25, and Rotenberg billed us $0.00,
respectively, in fees for professional services for the audit of our annual
financial statements and review of financial statements included in our Form
10-Q’s, as applicable.
Audit
- Related Fees
During
the fiscal years ended April 30, 2006 and 2005, Singer Lewak Greenbaum &
Goldstein LLP billed us $0.00, relating to procedures performed in connection
with proxy and registration information filed with the SEC. There were no
amounts billed related to any assurance and related services related to the
performance of the audit or review of our financial statements.
Tax
Fees
During
the fiscal years ended April 30, 2006 and 2005, Singer Lewak Greenbaum &
Goldstein LLP billed us $0.00, and Rotenberg & Co. LLP billed us zero,
respectively, for professional services for tax preparation.
All
Other Fees
During
the fiscal years ended April 30, 2006 and 2005, Singer Lewak Greenbaum &
Goldstein LLP and Rotenberg & Co. LLP did not bill us for any other
fees.
Of
the
fees described above for the fiscal year ended April 30, 2005, 100% were
approved by the Board of Directors of the Company as there was not an Audit
Committee in place at the time of the approvals. Of the fees described above
for
the fiscal year ended April 30, 2004, 100% were approved by the Audit Committee.
The Audit Committee’s pre-approval policies and procedures were detailed as to
the particular service and the audit committee was informed of each service
and
such policies and procedures did not include the delegation of the audit
committees responsibilities.
PART
IV
ITEM
15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial
Statements
The
following financial statements are filed as part of this report:
Report
of Independent Certified Public Accountants
|
|
|
F-1 |
|
|
|
|
|
|
Consolidated
Balance Sheet as of April 30, 2006 and 2005
|
|
|
F-2
|
|
|
|
|
|
|
Consolidated
Statement of Operations for the fiscal year ended April 30, 2006
and
2005
|
|
|
F-3
|
|
|
|
|
|
|
Statement
of Changes in Stockholders’ Equity for the fiscal ended April 30, 2006 and
2005
|
|
|
F-4
|
|
|
|
|
|
|
Consolidated
Statements of Cash Flows for the fiscal years ended April 30, 2006
and
2005
|
|
|
F-12
|
|
|
|
|
|
|
Notes
to Financial Statements
|
|
|
F-14
|
|
(a)(2) Financial
Statement Schedules
We
do not
have any financial statement schedules required to be supplied under this
Item.
(a)(3) Exhibits
Refer
to
(b) below.
(b) Exhibits
3.1
(1)
|
|
Restated
Articles of Incorporation, as filed with the Nevada Secretary of
State on
April 21, 2003.
|
|
|
|
3.2
|
|
Amendment
to Articles of Incorporation, as filed with the Nevada Secretary
of State
on July 28, 2006.
|
|
|
|
3.3
(1)
|
|
Second
Restated Bylaws
|
|
|
|
10.1
(2)
|
|
Common
Stock Purchase Agreement dated September 19, 2005.
|
|
|
|
10.2
(2)
|
|
Securities
Purchase Agreement dated September 16, 2005.
|
|
|
|
10.3
(3)
|
|
Reorganization,
Stock and Asset Purchase Agreement dated September 30,
2005.
|
10.4
(3)
|
|
Stock
Purchase Agreement dated September 30, 2005.
|
|
|
|
10.5
(4)
|
|
Securities
Purchase Agreement dated September 16, 2005.
|
|
|
|
23.1
|
|
Consent
of Rotenberg
& Co., LLP
|
|
|
|
31.1
|
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
|
|
|
|
31.2
|
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
|
|
|
|
32.1
|
|
Chief
Executive Officer Certification Pursuant to 18 USC, Section 1350,
as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
32.2
|
|
Chief
Financial Officer Certification Pursuant to 18 USC, Section 1350,
as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
(1)
|
Incorporated
by reference to our Current Report on Form 8-K dated April 21, 2003,
filed
with the Commission on April 22,
2003.
|
|
(2)
|
Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on September 23, 2005.
|
|
(3)
|
Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on October 3, 2005.
|
|
(4)
|
Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on October 14, 2005.
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
Renhuang
Pharmaceuticals, Inc.
|
|
|
|
|
|
|
|
|
|
Dated:
February 27, 2007
|
|
/s/
Li Shaoming
|
|
By:
|
Li
Shaoming
|
|
|
Chairman,
President and
|
|
|
Chief
Executive Officer
|
|
|
|
|
|
|
Dated:
February 27, 2007
|
|
/s/
Zuoliang Wang
|
|
By:
|
Zuoliang
Wang
|
|
|
Interim
Chief Financial Officer
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the
dates indicated.
Dated: February
27, 2007
|
/s/
Andy Wu
|
|
By: Andy
Wu, Director
|
|
|
|
|
Dated: February
27, 2007
|
/s/
Fanrong Meng
|
|
By: Fanrong
Meng, Director
|
Financial
Statements and Report of
Independent
Certified Public Accountants
RENHUANG
PHARMACEUTICALS, INC.
April
30,
2006 and 2005
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors
and
Stockholders
Renhuang
Pharmaceuticals, Inc. (formerly Anza Capital, Inc.)
Nevada
We
have
audited the accompanying consolidated balance sheet of Renhuang Pharmaceuticals,
Inc. (formerly Anza Capital, Inc.) as of April 30, 2006, and the related
consolidated statements of operations, changes in stockholders' equity
(deficit), and cash flows for the year ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provide a reasonable basis for our
opinion.
In
our
opinion, the consolidated financial statements referred to above present
fairly,
in all material respects, the financial position of the Company as of April
30,
2006, and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the
United
States of America.
The
accompanying consolidated financial statements have been prepared assuming
Renhuang Pharmaceuticals, Inc. (formerly Anza Capital, Inc.) will continue
as a
going concern. As discussed in Note 1 to the consolidated financial statements,
the Company is currently devoting its efforts to locating merger or acquisition
candidates. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital, locate and complete
a
merger with or acquisition of another company, and ultimately, achieve
profitable operations. The consolidated financial statements do not include
any
adjustments that might result from the outcome of these
uncertainties.
/s/
Rotenberg & Co., LLP
Rotenberg
& Co., LLP
Rochester,
New York
August
9,
2006
RENHUANG
PHARMACEUTICALS, INC. (formerly Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
|
|
|
|
|
|
|
|
April
30, 2006
|
|
April
30, 2005
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets -Discontinued Operations:
|
|
|
|
|
|
|
|
Cash
and cash equivalents (Note 2)
|
|
$
|
--
|
|
$
|
1,316,840
|
|
Commissions
and accounts receivable
|
|
|
--
|
|
|
1,234,658
|
|
Marketable
securities, subject to rescission
|
|
|
--
|
|
|
1,090,000
|
|
Loans
held for sale, net (Note 3)
|
|
|
--
|
|
|
5,886,950
|
|
Prepaids
and other current assets
|
|
|
--
|
|
|
18,102
|
|
Total
current assets-Discontinued Operation
|
|
|
--
|
|
|
9,546,550
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net (Note 4)-Discontinued Operations
|
|
|
--
|
|
|
183,792
|
|
Other
assets-Discontinued Operations
|
|
|
--
|
|
|
47,334
|
|
Total
assets-Discontinued Operations
|
|
$
|
--
|
|
$
|
9,777,676
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
Current
liabilities-Discontinued Operations:
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
--
|
|
$
|
80,845
|
|
Accrued
liabilities (Note 7)
|
|
|
--
|
|
|
1,593,562
|
|
Unsecured
line of credit
|
|
|
--
|
|
|
75,000
|
|
Warehouse
line of credit (Note 6)
|
|
|
--
|
|
|
5,778,298
|
|
Commissions
payable
|
|
|
--
|
|
|
2,091,129
|
|
Other
current liabilities
|
|
|
--
|
|
|
26,918
|
|
Notes
Payable, net of discount of $51,141 (Note 8)
|
|
|
--
|
|
|
56,094
|
|
Redeemable
securities, net of discount of $281,322
|
|
|
--
|
|
|
808,678
|
|
Total
current liabilities-Discontinued Operations
|
|
$
|
--
|
|
$
|
10,510,524
|
|
|
|
|
|
|
|
|
|
Minority
Interest
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity (deficit) (Note 12):
|
|
|
|
|
|
|
|
Preferred
stock, 2,500,000 shares authorized:
|
|
|
|
|
|
|
|
Series
D convertible preferred stock, no par value; liquidation value
of $126.81 per share; 15,000 shares authorized; nil and8,201.5
shares
outstanding as of April 30, 2006 and 2005 respectively
|
|
|
--
|
|
|
1,040,222
|
|
Series
F convertible preferred stock, no par value; liquidation value
of $16.675 per share; 25,000 shares authorized, nil and 18,800
shares
issued and outstanding as of April 30, 2006 and 2005
respectively.
|
|
|
--
|
|
|
313,490
|
|
Common
stock, $0.001 par value; 100,000,000 shares authorized;
13,355,181 and 10,486,398 shares issued at April
30, 2006 and 2005, respectively, and 13,355,181
and 6,315,998 shares outstanding as of April 30, 2006 and
2005, respectively
|
|
|
13,355
|
|
|
6,316
|
|
Additional
paid-in capital
|
|
|
17,375,011
|
|
|
16,022,441
|
|
Accumulated
deficit
|
|
|
(17,388,366
|
)
|
|
(18,115,317
|
)
|
Total
stockholders’ equity (deficit)
|
|
$
|
--
|
|
|
(732,848
|
)
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ equity (deficit)
|
|
$
|
--
|
|
$
|
9,777,676
|
|
See
accompanying notes to these consolidated financial statements
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
|
|
Year
Ended
|
|
|
|
|
|
April
30, 2006
|
|
April
30, 2005
|
|
April
30, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income(loss)
from discontinued operations (Note 10)
|
|
$
|
878,711
|
|
$
|
(3,528,137
|
)
|
$
|
(1,122,663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss), before minority interest in losses of consolidated
subsidiary
|
|
$
|
878,
711
|
|
$
|
(3,528,137
|
)
|
$
|
(1,122,663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Minority
interest in losses of consolidated subsidiary
|
|
|
--
|
|
|
75,245
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
|
878,711
|
|
|
(3,452,892
|
)
|
|
(1,122,663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock dividends
|
|
|
(1,760
|
)
|
|
(126,750
|
)
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) available to common shareholders
|
|
|
876,951
|
|
|
(3,579,642
|
)
|
|
(1,122,663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
(loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares
|
|
|
7,443,029
|
|
|
4,885,038
|
|
|
4,866,681
|
|
Net
income (loss) per common share from discontinued
operations
|
|
|
0.12
|
|
$
|
(0.73
|
)
|
$
|
(0.23
|
)
|
Net
income (loss) per basic common share
|
|
|
0.12
|
|
$
|
(0.73
|
)
|
$
|
(0.23
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares
|
|
|
4,866,681
|
|
|
4,866,681
|
|
|
4,866,681
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per common share from discontinued operations
|
|
|
0.18
|
|
$
|
(0.74
|
)
|
$
|
(0.23
|
)
|
Net
income (loss) per diluted common share
|
|
|
0.18
|
|
$
|
(0.74
|
)
|
$
|
(0.23
|
)
|
See
accompanying notes to these consolidated financial statements
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR
THE
YEARS ENDED APRIL 30, 2004, 2005 AND 2006
|
|
A
Preferred
|
|
C
Preferred
|
|
D
Preferred
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances,
April 30, 2003
|
|
|
--
|
|
$
|
--
|
|
|
--
|
|
$
|
--
|
|
|
8,201.5
|
|
$
|
1,040,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to employees and directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to consultants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
of deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of Series C convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase
of Series A convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
of Series A convertible preferred into
Series
E convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
of Series C convertible preferred into
Series
D convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value
of warrants ascribed to Series D convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
of AMRES holding note
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of Laguna settlement shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation
of Laguna warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances,
April 30, 2004
|
|
|
--
|
|
$
|
--
|
|
|
--
|
|
$
|
--
|
|
|
8,201.5
|
|
$
|
1,040,222
|
|
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR
THE
YEARS ENDED APRIL 30, 2004, 2005 AND 2006
|
|
A
Preferred
|
|
C
Preferred
|
|
D
Preferred
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Dividends
- Series D convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
- Series F convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of dividends shares declared in 2004 - Series D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of dividends shares declared in 2004 - Series F
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock as consulting expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of AMRES shares to consultants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
of minority interest portion of AMRES equity from the issuance
of shares
to minority interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stock for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stock as compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants with Series G preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants as consulting expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants with convertible debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature on convertible debts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature on issuance of Series G preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of AMRES debt to equity, net gain of $110,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
as of April 30, 2005
|
|
|
--
|
|
$
|
--
|
|
|
--
|
|
$
|
--
|
|
|
8,201.5
|
|
$
|
1,040,222
|
|
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR
THE
YEARS ENDED APRIL 30, 2004, 2005 AND 2006 (CON’T)
|
|
A
Preferred
|
|
C
Preferred
|
|
D
Preferred
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Dividends
- Series F convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation
of shares per legal settlement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of Series D convertible preferred
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
(8,201.5
|
)
|
|
($1,040,222
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of Series F convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of shares of company held by subsidiary (AMRES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
gain attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock - Dividends declared and paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
as of April 30, 2006
|
|
|
--
|
|
$
|
--
|
|
|
--
|
|
$
|
--
|
|
|
--
|
|
$
|
--
|
|
See
accompanying notes to these consolidated financial statements
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR
THE
YEARS ENDED APRIL 30, 2004, 2005 AND 2006 (CON’T)
|
|
E
Preferred
|
|
F
Preferred
|
|
Common
Stock
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Balances,
April 30, 2003
|
|
|
217,278
|
|
$
|
217,278
|
|
|
18,800
|
|
$
|
313,490
|
|
|
4,829,896
|
|
$
|
4,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to employees and directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase
of Series E convertible preferred
|
|
|
(92,278
|
)
|
|
(92,278
|
)
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to Consultant
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
40,000
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of Series C convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation
of Series E convertible preferred through exchange of interest
on secured
notes receivable
|
|
|
(125,000
|
)
|
|
(125,000
|
)
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
of Series A convertible preferred into Series E convertible
preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
of Series C convertible preferred into Series D convertible
preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value
of warrants ascribed to Series D convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
of AMRES holding note
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of Laguna settlement shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation
of Laguna warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
as of April 30, 2004
|
|
|
--
|
|
$
|
--
|
|
|
18,800
|
|
$
|
313,490
|
|
|
4,869,896
|
|
$
|
4,870
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
- Series D convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
825,552
|
|
|
825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
- Series F convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131,600
|
|
|
132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of dividend shares declared in 2004 - Series D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224,386
|
|
|
224
|
|
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR
THE
YEARS ENDED APRIL 30, 2004, 2005 AND 2006 (CON’T)
|
|
E
Preferred
|
|
F
Preferred
|
|
Common
Stock
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of dividend shares declared in 2004 - Series F
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
164,500
|
|
|
165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock as consulting expense
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
100,000
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of AMRES shares to consultants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
of minority interest portion of AMRES equity from the issuance
of shares
to minority interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stock for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stock as compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants with Series G preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants as consulting expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants with convertible debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature on convertible debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature on issuance of Series G preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of AMRES debt to equity, net gain of $110,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
as of April 30, 2005
|
|
|
--
|
|
|
--
|
|
|
18,800
|
|
$
|
313,490
|
|
|
6,315,934
|
|
$
|
6,316
|
|
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR
THE
YEARS ENDED APRIL 30, 2004, 2005 AND 2006 (CON’T)
|
|
E
Preferred
|
|
F
Preferred
|
|
Common
Stock
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
- Series F convertible preferred
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
32,900
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation
of shares per legal settlement
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
(51,250
|
)
|
|
(51
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of Series D convertible preferred
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
1,040,033
|
|
|
1,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of Series F convertible preferred
|
|
|
--
|
|
|
--
|
|
|
(18,800
|
)
|
|
(313,490
|
)
|
|
1,880,000
|
|
|
1,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of shares of company held by subsidiary (AMRES)
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
4,137,500
|
|
|
4,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
gain attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock - Dividends declared and paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
as of April 30, 2006
|
|
|
--
|
|
$
|
--
|
|
|
--
|
|
$
|
--
|
|
|
13,355,181
|
|
$
|
13,355
|
|
See
accompanying notes to these consolidated financial statements
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR
THE
YEARS ENDED APRIL 30, 2004, 2005 AND 2006 (CON’T)
|
|
Additional
Paid-in Capital
|
|
Deferred
Compensation
|
|
Accumulated
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Balances,
April 30, 2003
|
|
$
|
13,639,114
|
|
$
|
--
|
|
$
|
(13,283,923
|
)
|
$
|
1,931,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase
of Series E convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
(92,278
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
Issued to Consultant
|
|
|
11,160
|
|
|
--
|
|
|
--
|
|
|
11,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
- Series E convertible preferred
|
|
|
--
|
|
|
--
|
|
|
(20,201
|
)
|
|
(20,201
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
- Series F convertible preferred
|
|
|
--
|
|
|
--
|
|
|
(108,888
|
)
|
|
(108,888
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation
of Series E convertible preferred through exchange of interest
on secured
notes receivable
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
(125,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
|
|
|
|
|
|
(1,122,663
|
)
|
|
(1,122,663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
as of April 30, 2004
|
|
$
|
13,650,274
|
|
$
|
--
|
|
$
|
(14,535,675
|
)
|
$
|
473,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
- Series D convertible preferred
|
|
|
71,978
|
|
|
--
|
|
|
(72,803
|
)
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
- Series F convertible preferred
|
|
|
12,600
|
|
|
--
|
|
|
(12,732
|
)
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of dividend shares declared in 2004 - Series D
|
|
|
62,604
|
|
|
--
|
|
|
--
|
|
|
62,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of dividend shares declared in 2004 - Series F
|
|
|
45,895
|
|
|
--
|
|
|
--
|
|
|
46,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock as consulting expense
|
|
|
703,780
|
|
|
--
|
|
|
--
|
|
|
703,780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of AMRES shares to consultants
|
|
|
900,000
|
|
|
--
|
|
|
--
|
|
|
900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
of minority interest portion of AMRES equity from the issuance
of shares
to minority interests
|
|
|
(75,245
|
)
|
|
--
|
|
|
--
|
|
|
(75,245
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stock for cash
|
|
|
19,500
|
|
|
--
|
|
|
--
|
|
|
19,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stock as compensation expense
|
|
|
7,000
|
|
|
--
|
|
|
--
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants with Series G preferred stock
|
|
|
96,718
|
|
|
--
|
|
|
(12,374
|
)
|
|
84,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants as consulting expense
|
|
|
39,427
|
|
|
--
|
|
|
--
|
|
|
39,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants with convertible debt
|
|
|
10,175
|
|
|
--
|
|
|
--
|
|
|
10,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature on convertible debt
|
|
|
240,412
|
|
|
--
|
|
|
--
|
|
|
240,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature on issuance of Series G preferred stock
|
|
|
225,821
|
|
|
--
|
|
|
(28,841
|
)
|
|
196,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of AMRES debt to equity, net gain of $110,398
|
|
|
11,602
|
|
|
--
|
|
|
--
|
|
|
11,602
|
|
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR
THE
YEARS ENDED APRIL 30, 2004, 2005 AND 2006 (CON’T)
|
|
Additional
Paid-in Capital
|
|
Deferred
Compensation
|
|
Accumulated
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss attributable to common shareholders
|
|
|
--
|
|
|
--
|
|
|
(3,452,892
|
)
|
|
(3,452,892
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
as of April 30, 2005
|
|
$
|
16,022,441
|
|
$
|
--
|
|
$
|
(18,115,317
|
)
|
$
|
(732,848
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
- Series F convertible preferred
|
|
|
1,727
|
|
|
--
|
|
|
(1,760
|
)
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation
of shares per legal settlement
|
|
|
51
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of Series D convertible preferred
|
|
|
311,610
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of Series F convertible preferred
|
|
|
1,039,182
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of shares of company held by subsidiary (AMRES)
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
4,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
gain attributable to common shareholders
|
|
|
--
|
|
|
--
|
|
|
878,711
|
|
|
878,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock - Dividends declared and paid
|
|
|
--
|
|
|
--
|
|
|
(150,000
|
)
|
|
(150,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
as of April 30, 2006
|
|
$
|
17,375,011
|
|
$
|
--
|
|
$
|
(17,388,366
|
)
|
$
|
--
|
|
See
accompanying notes to these consolidated financial statements.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
Twelve
Months Ended
April
30, 2006
|
|
Twelve
Months Ended
April
30, 2005
|
|
Twelve
Months Ended
April
30, 2004
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) from continuing operations
|
|
$
|
--
|
|
$
|
--
|
|
$
|
--
|
|
Net
income (loss) from discontinued operations
|
|
|
876,951
|
|
|
(3,579,642
|
)
|
|
(1,122,663
|
)
|
Adjustments
to reconcile net income (loss) to net cash provided by (used in)
operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based
consulting fees
|
|
|
--
|
|
|
1,643,207
|
|
|
--
|
|
Stock-based
compensation
|
|
|
--
|
|
|
7,000
|
|
|
11,200
|
|
Provision
for losses on brokered loans
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Loss
on disposal of assets
|
|
|
--
|
|
|
--
|
|
|
45,409
|
|
Impairment
of goodwill
|
|
|
--
|
|
|
--
|
|
|
195,247
|
|
Gain
on settlement of obligations
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Gain
on conversion of AMRES notes payable
|
|
|
--
|
|
|
(110,398
|
)
|
|
--
|
|
Depreciation
|
|
|
--
|
|
|
68,541
|
|
|
90,185
|
|
Minority
interest in losses of consolidated subsidiary
|
|
|
|
|
|
(75,245
|
)
|
|
--
|
|
Amortization
of discounts on convertible notes payable
|
|
|
--
|
|
|
189,272
|
|
|
--
|
|
Amortization
of deferred stock compensation
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Interest
and beneficial conversion related charges
|
|
|
--
|
|
|
136,926
|
|
|
--
|
|
Accrued
interest and accretion on notes
|
|
|
--
|
|
|
4,620
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposition
of assets and assumption of liabilities on discontinued
operations
|
|
|
(2,193,791
|
)
|
|
--
|
|
|
--
|
|
Changes
in Assets/Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in other current liabilities
|
|
|
--
|
|
|
--
|
|
|
(75,601
|
)
|
Increase
(decrease) in commissions payable
|
|
|
--
|
|
|
(828,136
|
)
|
|
231,753
|
|
Increase
in accrued liabilities
|
|
|
--
|
|
|
669,749
|
|
|
339,242
|
|
Increase
in accrued interest expense
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Decrease
in other current assets
|
|
|
--
|
|
|
74,410
|
|
|
--
|
|
Decrease
(increase) in prepaid and other current assets
|
|
|
--
|
|
|
1,796
|
|
|
56,850
|
|
Decrease
(increase) in loans held for sale, net
|
|
|
--
|
|
|
(2,236,039
|
)
|
|
3,950,712
|
|
Decrease
(increase) in commissions and accounts receivable
|
|
|
--
|
|
|
793,574
|
|
|
484,509
|
|
(Decrease)
increase in accounts payable
|
|
|
--
|
|
|
(134,307
|
)
|
|
(462,800
|
)
|
Net
cash provided by (used in) operating activities
|
|
|
(1,316,840
|
)
|
|
(3,374,672
|
)
|
|
3,744,043
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions
of property and equipment
|
|
|
--
|
|
|
(8,181
|
)
|
|
(126,023
|
)
|
Issuance
of secured note receivable
|
|
|
|
|
|
--
|
|
|
(200,000
|
)
|
Proceeds
from sale of portion of secured note receivable
|
|
|
--
|
|
|
--
|
|
|
50,000
|
|
Other
assets
|
|
|
--
|
|
|
--
|
|
|
(73,867
|
)
|
Net
cash used in investing activities
|
|
|
--
|
|
|
(8,181
|
)
|
|
(349,890
|
)
|
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS (CON’T)
|
|
Twelve
Months Ended
April
30, 2006
|
|
Twelve
Months Ended
April
30, 2005
|
|
Twelve
Months Ended
April
30, 2004
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
from (repayments of) unsecured line of credit
|
|
|
--
|
|
|
75,000
|
|
|
--
|
|
(Repayments)
advances on warehouse line of credit, net
|
|
|
--
|
|
|
2,171,433
|
|
|
(3,907,344
|
)
|
Payments
on notes payable and capital leases
|
|
|
--
|
|
|
(78,765
|
)
|
|
74,534
|
|
Proceeds
from convertible notes payable
|
|
|
--
|
|
|
308,000
|
|
|
--
|
|
Proceeds
from shareholders for dividend payments
|
|
|
150,000
|
|
|
--
|
|
|
--
|
|
Common
shares-dividend declared and paid
|
|
|
(150,000
|
)
|
|
--
|
|
|
--
|
|
Issuance
of stocks
|
|
|
--
|
|
|
19,500
|
|
|
--
|
|
Repurchase
of Series E convertible preferred stock
|
|
|
--
|
|
|
--
|
|
|
(92,278
|
)
|
Dividends
on Series E convertible preferred stock
|
|
|
--
|
|
|
--
|
|
|
(20,199
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) financing activities
|
|
|
--
|
|
|
2,495,168
|
|
|
(3,945,287
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(1,316,840
|
)
|
|
(887,685
|
)
|
|
(551,134
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
|
1,316,840
|
|
|
2,204,525
|
|
|
2,755,659
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
$
|
--
|
|
$
|
1,316,840
|
|
$
|
2,204,525
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash
financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
of Series E convertible preferred stock for interest in secured
note
receivable
|
|
|
--
|
|
|
--
|
|
|
125,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement
of debt with issuance of common stock
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of Series C convertible preferred stock to common stock
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
of Series A convertible preferred stock to Series E convertible
preferred
stock
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
of Series C convertible preferred to Series D convertible preferred,
common stock and accrued dividends
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
issued for bridge financing, debt conversions, marketable securities,
subject to rescission
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of AMRES notes payable to equity
|
|
|
--
|
|
|
11,602
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
cash flow information:
Cash
paid for interest
|
|
|
--
|
|
|
66,504
|
|
|
37,155
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
taxes were not significant during the periods presented
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to these consolidated financial statements
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 - GENERAL
RENHUANG
PHARMACEUTICALS, INC. (“RENHUANG” or the “Company”), a Nevada corporation, was
originally incorporated on August 18, 1988, under the name of Solutions,
Inc.
Subsequently, its name was changed to Suarro Communications, Inc. on August
16,
1996, on February 12, 1999, May 12, 1999, January 18, 2000, and on February
2,
2000 the entity changed its name to e-Net Corporation, e-Net Financial
Corporation, e-Net.Com Corporation and e-Net Financial.Com Corporation,
respectively. On January 2, 2002, the entity changed its name to RENHUANG
PHARMACEUTICALS, INC. and again on July 28, 2006 to Renhuang Pharmaceuticals,
Inc.
Recapitalization
Effective
in April 2003, (a) our preferred stockholders exchanged their Series A and
Series C preferred stock for newly created Series E and Series D preferred
stock, respectively, (b) our President exchanged cancelled options and converted
debt into common stock and newly created Series F preferred stock, and (c)
our
common stock underwent a one-for-twenty reverse stock split, resulting in
a
decrease in our outstanding common stock from 99,350,000 shares to 4,829,896
shares.
On
or
about April 11, 2006, the Company received written consents in lieu of a
meeting
of Stockholders from holders of 9,892,820 shares representing approximately
74%
of the 13,355,181 shares of the total issued and outstanding shares of voting
stock of the Company (the “Majority
Stockholders”) approving the 1-for-30 reverse stock split of our Common Stock.
On April 11, 2006, the Board of Directors of the Company approved the
above-mentioned stock split, subject to Stockholder approval and on August
11,
2006, the Board of Directors effectuated the stock split reversal.
Discontinued
Operations
On
September 30, 2005, the Board of Directors of the Company approved, declared
it
advisable and in the Company’s
best
interests and directed that there be submitted to the holders of a majority
of
the Company’s voting stock for action by written consent the proposed sale of
substantially all of the Company’s assets, including but not limited to all of
the Company’s ownership interest in AMRES to AMRES Holding.
The
purpose of the Asset Sale, in conjunction with the Securities Sale described
below, is to promote the interests of the Company’s stockholders by selling
unprofitable assets to prevent further losses and provide them with a reasonable
exit from their equity holdings in the Company.
Vincent
Rinehart, a shareholder and at the time, the sole officer and director of
the
Company, is the managing member of AMRES Holding and an officer and director
of
AMRES, and as such there may have existed a conflict of interest in the
related-party transaction, which conflict of interest was waived by the Board
of
Directors and the majority of the voting stockholders of the Company.
On
September 19, 2005, we entered into a Common Stock Purchase Agreement whereby
Vince Rinehart, a shareholder and our sole officer and director (“Rinehart”) and
AMRES Holding, LLC, a Nevada limited liability company under control of Rinehart
(“AMRES Holding”) will sell a total combined amount of approximately 10,379,731
shares of our common stock and warrants to purchase a total of 3,450,000
shares
of our common stock (the “Securities”), to Viking Investments USA, Inc., a
Delaware corporation (“Viking”), on or about October 28, 2005, for an aggregate
purchase price of $375,000. Viking does not bear a related-party relationship
to
RENHUANG or its management. The anticipated closing date was changed by
agreement of the parties to December 30, 2005.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
On
September 23, 2005, we received a signed Securities Purchase Agreement dated
September 16, 2005 from Peter and Irene Gauld (the “Gaulds”), by and between
AMRES Holding and the Gaulds, whereby the Gaulds will sell to AMRES Holding,
on
or about October 28, 2005, warrants to acquire 2,000,000 shares of common
stock
of RENHUANG in exchange for the total purchase price of $10,000. The Gaulds
do
not bear a related-party relationship to RENHUANG or its management. The
anticipated closing date has been changed by agreement of the parties to
December 30, 2005.
Stock
and Asset Purchase Agreement
On
September 30, 2005, we entered into a Reorganization, Stock and Asset Purchase
Agreement by and among RENHUANG and AMRES, on the one hand, and
Rinehart
and
AMRES
Holding, on the other hand, whereby we will sell substantially all of our
assets
to AMRES Holding, on or about November 8, 2005, including but not
limited
to all of our ownership interest in our subsidiary, AMRES, in exchange for
(i)
the termination by Rinehart, the managing member of AMRES Holding, of that
certain Employment Agreement dated June 1, 2001, by and between Rinehart
and the
Company, including the waiver of $500,000 in severance thereunder and (ii)
the
assumption by AMRES of all obligations under that certain real property lease
by
and between the Company and Fifth Street Properties-DS, LLC. In conjunction
with
the abovementioned exchange, the following transactions will occur: (i) the
delivery by Rinehart, a shareholder and the sole officer and director of
the
Company, of his entire ownership interest in the Company, consisting of 988,275
shares of common stock, and 18,800 shares of Series F Convertible Preferred
Stock, to Viking; (ii) the delivery by AMRES to Viking of
its
ownership interest in the Company, consisting of 4,137,500 shares of Company
common stock; and (iii) delivery by AMRES Holding of warrants to acquire
250,000
shares
of
the Company’s common stock to Viking. The anticipated closing date was changed
by agreement of the parties to December 30, 2005.
Series
D Preferred Stock and Common Stock Transaction
On
September 30, 2005, AMRES Holding entered into a Stock Purchase Agreement
with
Cranshire Capital, L.P. (“Cranshire”), The dotCom Fund, LLC (“dotCom”), and
Keyway Investments, Ltd. (“Keyway”) (each a “Seller” and collectively the
“Sellers”), whereby the Sellers will sell to AMRES Holding, on or about November
8, 2005, an aggregate of 3,043,945 shares of our common stock, 8,201.5 shares
of
our Series D Preferred stock, and warrants to purchase 750,000 shares of
our
common stock, in exchange for the total purchase price of $125,000. The
anticipated closing date was changed by agreement of the parties to December
30,
2005. The Sellers do not bear a related-party relationship to RENHUANG or
its
management.
On
March
3, 2006, these securities were all sold to Viking pursuant to the terms of
Common Stock Purchase Agreement as reported in our Current Report on Form
8-K
dated September 23, 2005.
Securities
Sale
On
September 19, 2005, the Board of Directors of the Company approved, declared
it
advisable and in the Company’s best interests and directed that there be
submitted to the holders of a majority of the Company’s voting stock for action
by written consent the proposed sale by AMRES Holding and Rinehart to Viking
of
their entire ownership interests in the Company consisting of an aggregate
of
approximately 10,379,731 shares of common stock, par value $0.001 and warrants
to purchase a total of 3,450,000 shares of the Company’s common stock
(collectively, the “Securities”) in exchange for an aggregate purchase price of
$375,000 (the “Purchase Price”), of which $150,000 was paid out as a dividend to
approximately 3,026,688 shares and was equal to approximately $0.0495 per
share,
and the balance to pay off to pay off company debt and liabilities, leaving
the
Company without assets and liabilities, as additional consideration in
connection with the transactions contemplated by the Asset Sale. Approval
of the
Securities Sale by a majority of the company’s stockholders was not required;
nonetheless, effective on September 30, 2005, the Securities Sale was approved
by written consent of a majority of the Company’s stockholders. Viking does not
bear a related-party relationship to the Company or its management.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
Dividend
The
Company distributed $150,000 of the Purchase Price as a cash dividend to
the
Company shareholders on or about March 15, 2006. The dividend was paid to
approximately 3,026,688 shares and was equal to approximately $0.0495 per
share.
The balance of the funds was used to resolve all outstanding obligations of the
Company and AMRES prior to the consummation of the Securities Sale (the
“Closing”).
Closing
Date
On
March
3, 2006, the Closing Date, the transactions referred to above closed and
we
discontinued our operations.
Going
Concern
The
Company is currently devoting its efforts to locating merger or acquisition
candidates. The Company’s ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital, locate and complete
a
merger with or acquisition of another company, and ultimately, achieve
profitable operations. The accompanying financial statements do not include
any
adjustments that might result from the outcome of these
uncertainties.
NOTE
2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis
of Presentation and Going Concern Considerations
The
accompanying consolidated financial statements have been prepared removing
the
remaining subsidiary which was AMRES as of March 3, 2006.
Significant
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to
make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Significant estimates made by management relate to provisions for loss on
loans
brokered, which enter into default immediately after closing, loans held
for
sale, litigation loss provisions, and allowances for deferred tax
assets.
Revenue
Recognition
RENHUANG
did not have any revenues during the year. The expense of the parent company
was
paid by intercompany transfers of funds from its subsidiary, AMRES, which
was
removed from RENHUANG as of March 3, 2006.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
Cash
and Cash Equivalents
RENHUANG
considers all liquid investments with an original maturity of 90 days or
less to
be cash equivalents. Balances in bank accounts may, from time to time, exceed
federally insured limits.
RENHUANG
did not have any cash balance as of April 30, 2006.
Property
and Equipment
Property
and equipment are recorded at cost. Significant renewals and betterments,
which
extend the life of the related assets, are capitalized. Maintenance and repairs
are charged to expense as incurred. Property and equipment are depreciated
using
the straight-line method over the estimated useful lives of the related assets,
ranging from three to seven years. Assets, which have a separable life, are
depreciated over the life of those assets. At the time of retirement or other
disposition of property and equipment, the cost and accumulated depreciation
are
removed from the accounts and any resulting gain or loss is reflected in
operations. There were no property and equipment on the books of RENHUANG
as of
April 30, 2006.
Valuation
of Long-Lived and Intangible Assets
The
recoverability of these assets requires considerable judgment and is evaluated
on an annual basis or more frequently if events or circumstances indicate
that
the assets may be impaired. As it relates to goodwill and indefinite life
intangible assets, we apply the impairment rules in accordance with SFAS
No.
142. As required by SFAS No. 142, the recoverability of these assets is subject
to a fair value assessment, which includes several significant judgments
regarding financial projections and comparable market values. As it relates
to
definite life intangible assets, we apply the impairment rules as required
by
SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”
which also requires significant judgment and assumptions related to the expected
future cash flows attributable to the intangible asset. The impact of modifying
any of these assumptions can have a significant impact on the estimate of
fair
value and, thus, the recoverability of the asset.
Income
Taxes
RENHUANG
accounts for income taxes under the provisions of SFAS No. 109, “Accounting for
Income Taxes,” whereby deferred tax assets and liabilities are recognized for
the future tax consequences attributable to temporary differences between
bases
used for financial reporting and income tax reporting purposes. Deferred
tax
assets and liabilities are measured using enacted tax rates expected to apply
to
taxable income in the years in which those temporary differences are expected
to
be recovered or settled. A valuation allowance is provided for certain deferred
tax assets if it is more likely than not that RENHUANG will not realize tax
assets through future operations.
Fair
Value of Financial Instruments
Statement
of Financial Accounting Standards No. 107, “Disclosures About Fair Value of
Financial Instruments”, requires disclosure of fair value information about
financial instruments, whether or not recognized in the balance sheet. In
cases
where quoted market prices are not available, fair values are based on estimates
using present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the discount rate
and
estimates of future cash flows. In that regard, the derived fair value estimates
cannot be substantiated by comparison to independent markets and, in many
cases,
could not be realized in immediate settlement of the instruments. Statement
No.
107 excludes certain financial instruments and all non-financial instruments
from its disclosure requirements. Accordingly, the aggregate fair value amounts
presented do not represent the underlying value of the Company.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
The
following methods and assumptions were used by RENHUANG in estimating fair
values of financial instruments as disclosed herein:
Earnings
Per Common Share
RENHUANG
presents basic earnings per share (“EPS”) and diluted EPS on the face of all
statements of operations. Basic EPS is computed as net income (loss) divided
by
the weighted average number of common shares outstanding for the period.
Diluted
EPS reflects the potential dilution that could occur from common shares issuable
through stock options, warrants, and other convertible securities. Dilutive
securities including the Series D Convertible Preferred Stock and the Series
F
Convertible Preferred Stock were not included in the computations of loss
per
share for the twelve months ended April 30, 2005 and 2004 since their effects
are anti-dilutive. As of April 30, 2003, dilutive shares related to the Series
D
preferred amounted to 1,040,222, while dilutive shares relating to the Series
F
and Series E preferred amounted to 1,880,000 and 434,556, respectively. All
of
the Preferred stocks were converted to Common Stock as of March 3,
2006.
Recently
Issued Accounting Statements
The
FASB
has issued SFAS No. 148 “Accounting for Stock-Based Compensation - Transition
and Disclosures”. SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based
Compensation”, to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements
of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
has adopted the disclosure requirements of SFAS No. 148. The Company has
no
stock-based compensation.
In
December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment, an Amendment
of SFAS No. 123.” SFAS No. 123R requires companies to recognize in the statement
of operations the grant-date fair value of stock options and other equity-based
compensation issued to employees. The Company has no stock-based
compensation.
In
December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets.”
The Statement is an amendment of APB Opinion No. 29. SFAS No. 153 eliminates
the
exception for non-monetary exchanges of similar productive assets and replaces
it with a general exception for exchanges of non-monetary assets that do
not
have commercial substance. The adoption of SFAS No. 153 has no impact on
the
Company’s financial statements.
In
May
2005, The FASB issued Statement No. 154, “Accounting Changes and Error
Corrections”, a replacement of APB Opinion 20, “Accounting Changes” and FASB
Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements”.
This statement changes the requirements for the accounting for and reporting
of
a change in accounting principle. APB Opinion 20 previously required that
most
voluntary changes in accounting principles be recognized by including in
net
income of the period of the change the cumulative effect of changing to the
new
accounting principal. FASB Statement No. 154 requires retrospective application
to prior periods’ financial statements of changes in accounting principle,
unless it is impracticable to determine either the period specific effects
or
the cumulative effect of the change. This statement is effective for accounting
changes and corrections of errors made in fiscal periods that begin after
December 15, 2005. Management does not anticipate this statement will impact
the
Company’s consolidated financial position or consolidated results of operations
and cash flows.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
In
February 2006, the FASB issued Statement No. 155, “Accounting for Certain Hybrid
Financial Instruments”, an amendment of FASB Statement No.133, “Accounting for
Derivative Instruments and Hedging Activities” and FASB Statement No. 140,
“Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities.” This Statement permits fair value re measurement for any hybrid
financial instrument that contains an embedded derivative that otherwise
would
require bifurcation; clarifies which interest-only strips and principal-only
strips are not subject to the requirements of Statement No. 133, establishes
a
requirement to evaluate interests in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation; clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives and amends Statement 140 to eliminate the prohibition on a
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative financial
instrument. Management does not anticipate this Statement will impact the
Company’s consolidated financial position or consolidated results of operations
and cash flows.
In
March
2006, the FASB issued Statement No. 156, “Accounting for Servicing of Financial
Assets”, an amendment of FASB Statement No. 140, “Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.” This
Statement amends Statement No. 140 with respect to the accounting for separately
recognized servicing assets and servicing liabilities. Management does not
anticipate this Statement will impact the Company’s consolidated financial
position or consolidated results of operations and cash flows.
NOTE
3 - COMMITMENTS AND CONTINGENCIES
Capital
Leases
As
of
April 30, 2006 and 2005, RENHUANG had no significant capital leases
outstanding.
Operating
Leases
RENHUANG
was leasing its corporate office located in Costa Mesa, California, under
a
non-cancelable operating lease arrangement, which expires in June of 2008.
These
leases were transferred to AMRES as of March 3, 2006.
NOTE
4 - STOCKHOLDERS’ EQUITY
Preferred
Stock
On
February 28, 2003, the board of directors of RENHUANG approved an amendment
to
RENHUANG’s Articles of Incorporation to increase the authorized preferred stock
from 1,000,000 shares to 2,500,000 shares, par value $0.001 per share, the
rights, privileges, and preferences of which would be determined by the board
of
directors, in their sole discretion, from time to time. The
preferred stock may be divided into and issued in one or more series. On
March
5, 2003, the proposal was approved by written consent of a majority of
RENHUANG’s stockholders; and became effective after RENHUANG’s annual
shareholders meeting on April 11, 2003.
Effective
in April 2003, (a) our preferred stockholders exchanged their Series A and
Series C preferred stock for newly created Series E and Series D preferred
stock, respectively, (b) our President exchanged cancelled options and converted
debt into common stock and newly created Series F preferred stock, and (c)
our
common stock underwent a one-for-twenty reverse stock split, resulting in
a
decrease in our outstanding common stock from 99,350,000 shares to 4,967,500
shares.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
Series
A / Series E Convertible Preferred Stock
During
the years ended April 30 2002 and 2003, RENHUANG repurchased 13,180 and 52,266
shares of Series A Convertible Preferred for $6,590 and $26,132 respectively.
Also during the twelve months ended April 30, 2003, RENHUANG declared and
distributed $21,995 of dividends relating to the Series A Convertible Preferred
Stock.
On
February 28, 2003, the Company entered into an agreement, whereby the holders
agreed to exchange 434,554 shares of Series A Convertible Preferred Stock
for
total of 217,278 shares of newly created Series E Convertible Preferred Stock.
The effective date of the exchange was April 21, 2003. The Series A Convertible
Preferred Stock had a liquidation value of $0.50 per share, or $217,278,
which
equates to the liquidation value of the Series E Convertible Preferred Stock
of
$1.00 per share, or $217,278 total. As such, RENHUANG did not incur any
financial impact related to the exchange.
During
the twelve months ended April 30, 2004, the Company repurchased 92,278 shares
of
Series E Convertible Preferred stock for $92,278. In addition, the Company
declared and distributed $20,201 of dividends relating to the Series E Preferred
Stock. In addition, the company executed an exchange agreement with the holders
of the Series E Convertible Preferred such that the Company exchanged an
asset
worth $125,000 as satisfaction of all outstanding amounts due to Series E
Convertible Preferred holders. No gain or loss was recognized on the exchange.
As of April 30, 2004, there are no shares of Series E Preferred Stock
outstanding.
Each
share of Series E Convertible Preferred Stock (after giving effect to the
1-for-20 reverse stock split) (i) has a liquidation preference (after the
Series
D Convertible Preferred Stock) equal to $1.00 per share, (ii) is entitled
to a
monthly, non-cumulative dividend equal to 12% per annum, payable in cash,
and
(iii) may be converted, only upon the mutual written consent of the holder
and
RENHUANG, into common stock at the average of the closing bid price for the
last
ten days prior to the conversion date. The Series E Convertible Preferred
Stock
does not have any voting rights. In April of 2004, we executed an exchange
agreement with the Series E Convertible Preferred Stock holders such that
all
outstanding principal and dividends were liquidated in exchange for an asset
owned by the Company. No gain or loss was recognized on the
exchange.
Series
C / Series D Convertible Preferred Stock
On
May
14, 2002 and again on November 17, 2002, holders of Series C Convertible
Preferred Stock converted 1,059 shares of Series C Convertible Preferred
Stock
into 286,426 shares of RENHUANG’s restricted common stock. The number of shares
received upon conversion was determined based on the conversion discount
specified in the agreement of 17.5%, taking into account the dividends which
were due on the Series C Convertible Preferred shares. The beneficial conversion
feature embedded in the Series C Convertible Preferred was originally charged
to
RENHUANG’s accumulated deficit. No expense was associated with the transaction.
Series C Convertible Preferred stock dividends totaling $17,050 were charged
to
RENHUANG’s accumulated deficit during the twelve months ended April 30,
2003.
On
February 28, 2003, the Company entered into an agreement to exchanged 16,403
shares of Series C Convertible Preferred Stock for (i) 1,675,000 shares of
common stock, (ii) 8,203 shares of newly created Series D Convertible Preferred
Stock, and (iii) warrants to acquire 750,000 shares of common stock under
the
2003 Stock Option Plan, exercisable ratably over a period of five years,
with
each one-third at an exercise price of $0.50, $0.75, and $0.90 per share,
respectively. The effective date of the exchange of the common stock was
February 28, 2003, and the effective date of the exchange of Series C for
Series
D and warrants on April 21, 2003. On the date of the agreement, the value
of the
Series C Preferred Stock, plus accrued dividends, was determined to be
$1,977,426. The total shares of common stock were valued at $871,001 based
on
the fair market value of the shares as of February 28, 2003, less a 10% discount
for transferability restrictions. The Series D Convertible Preferred Stock
has a
liquidation value of $1,040,222 and the warrants were attributed a value
of
$39,346 using the Black Scholes option pricing model. The value of the Series
D
Convertible Preferred Stock and the warrants differ from the value of the
previously outstanding Series C Convertible Preferred Stock by $6,643. The
Company charged the difference to interest expense during the year ended
April
30, 2003.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
Each
share of Series D Convertible Preferred Stock (assuming the 1-for-20 reverse
stock split is effected) (i) has a liquidation preference equal to $126.81
per
share, (ii) is entitled to receive a quarterly non-cumulative dividend equal
to
7% per annum, which may be paid in cash or in common stock at the discretion
of
RENHUANG based on the average of the closing bid price for the last ten trading
days of the applicable quarter, (iii) may be converted, after February 28,
2004,
into 126.81 shares of Company common stock at the option of the holder, and
(iv)
is entitled to 126.81 votes on all matters submitted to the shareholders
for
approval.
On
April
30, 2004, we declared the issuance of a total of 224,386 shares of our common
stock valued at $62,828 as payment of accrued dividends through the declaration
date. The amount is included in accrued liabilities on the accompanying
consolidated balance sheet as of April 30, 2004, as the shares were issued
subsequent to year end.
Series
F Convertible Preferred Stock
See
Note
10 for discussion of transaction issuing 18,800 shares of Series F convertible
preferred stock. Each share of Series F Convertible Preferred Stock (after
giving effect to the 1-for-20 reverse stock split) (i) has a liquidation
preference (after the Series D Convertible Preferred Stock and Series E
Convertible Preferred Stock) equal to $16.675 per share, (ii) is entitled
to a
quarterly, non-cumulative dividend of 1.75 shares of Company common stock,
which
may be paid in cash at RENHUANG’s discretion based on the average of the closing
bid price for the last ten trading days of the applicable quarter, (iii)
may be
converted, after February 28, 2004, into 100 shares of Company’s common stock at
the option of the holder, and (iv) is entitled to 100 votes on all matters
submitted to the shareholders for approval.
On
April
30, 2004, we declared the issuance of a total of 164,500 shares of our common
stock fairly valued at $46,060 as payment of accrued dividends through the
declaration date. The amount is located in accrued liabilities on the
accompanying balance sheet as of April 30, 2004, as the shares have were
issued
subsequent to year end. On March 3, 2006 preferred stocks were converted
into
common stocks.
Common
Stock
On
February 28, 2003, the board of directors approved, subject to stockholder
approval, an amendment to RENHUANG’s Articles of Incorporation to effectuate
a one (1) for twenty (20) reverse stock split of RENHUANG’s issued and
outstanding common stock. On
March
5, 2003, the proposal was approved by written consent of a majority of
RENHUANG’s stockholders; and became effective after RENHUANG’s annual
shareholders meeting on April 11, 2003. The effects of the reverse stock
split
have been retroactively applied to all periods presented.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
From
time
to time, RENHUANG’s board of directors authorizes the issuance of common stock.
RENHUANG values shares of common stock based on the closing ask price of
the
securities on the date the directors approve such issuance. In the event
RENHUANG issues common stock subject to transferability restrictions under
Rule
144 of the Exchange Act of 1933, RENHUANG discounts the closing ask prices
by
10% to value its common stock transactions.
In
June
of 2001, RENHUANG issued 20,000 shares of its restricted common stock both
as
payment of a $14,482 liability due an outside consultant and as a “buy-out” of
the remaining guaranteed contract for this consultant who was providing legal
services to RENHUANG. In connection with this transaction, RENHUANG charged
operations $43,118 for the difference between the carrying value of the
liability and the value of the common stock.
On
July
2, 2001, RENHUANG issued 16,250 shares of its restricted common stock valued
at
$57,038 as a partial satisfaction of a loan payable due an unrelated party.
The
original amount of the loan, including interest payable was $150,000. RENHUANG
continues to repay the note in monthly of payments together with interest
at 0%
per annum of $4,320 through May 2, 2002. As of April 30, 2002, $4,320 remained
due on the loan and was paid off during the year ended April 30,
2003.
At
various dates from May 1, 2001 through April 30, 2002, RENHUANG issued 275,000
shares of common stock, valued at $645,550 to various consultants of which
$624,717 are included in general and administrative expenses in the accompanying
consolidated statements of operations and the remaining balance of $20,833
recorded as deferred compensation
On
November 4, 2002, RENHUANG issued 152,500 shares to consultants and legal
counsel for services rendered prior to October 31, 2002, valued at $85,400.
The
value of the shares was recorded in the accompanying financial consolidated
statements as consulting expense for the year ended April 30, 2003.
Further,
on November 4, 2002, RENHUANG issued 199,000 shares to current employees
and
directors for services rendered prior to October 31, 2002. The shares were
valued at $84,330 and were recorded as compensation expense for the year
ended
April 30, 2003.
Shares
issued for services during the twelve months ended April 30, 2003, are
summarized as follows:
|
|
Year
Ended April 30, 2003
|
|
|
|
Costs
Incurred
|
|
Shares
Issued
|
|
|
|
|
|
|
|
Incentives
- Employees and Directors
|
|
$
|
84,330
|
|
|
199,000
|
|
Consulting
- Legal
|
|
|
85,400
|
|
|
152,500
|
|
Total
|
|
$
|
169,730
|
|
|
351,500
|
|
On
February 28, 2003, RENHUANG PHARMACEUTICALS, INC. and Vincent Rinehart entered
into an agreement, whereby Rinehart agreed to (i) cancel options to acquire
125,000 shares of common stock and (ii) convert an aggregate of $433,489
in
principal and interest under a promissory note into (y) 300,000 shares of
common
stock and (z) 18,800 shares of newly created Series F Convertible Preferred
Stock. The value attributed to the 300,000 shares of common stock was $162,000
based on the fair market value of the stock as of the exchange date less
a 10%
discount. The value attributed to the Series F Convertible Preferred Stock
is
$313,490 based on 18,800 shares at a liquidation value of $16.675 per share.
The
value of the Series F Convertible Preferred Stock and the common stock differ
from the amount of the note payable by $42,001, which was charged to interest
expense during the year ended April 30, 2003.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
In
April
of 2004, the Company issued 40,000 shares to a consultant for sales and
marketing services rendered to AMRES. The shares were valued at
$11,200.
Stock
Options and Warrants
2003
Securities Plan
On
February 28, 2003, the Board of directors of RENHUANG approved, declared
it
advisable and in RENHUANG’s best interests, and directed that there be submitted
to the holders of a majority of RENHUANG’s voting stock for action by written
consent the RENHUANG PHARMACEUTICALS, INC. 2003 Omnibus Securities Plan (the
“2003 Securities Plan”). On
March
5, 2003, the proposal was approved by written consent of a majority of
RENHUANG’s stockholders; and became effective after RENHUANG’s annual
shareholders meeting on April 11, 2003.
The
2003
Securities Plan authorizes the granting of the following types of stock-based
awards (each, an “Award”):
· |
stock
options (including incentive stock options and non-qualified stock
options);
|
· |
restricted
stock awards;
|
· |
unrestricted
stock awards; and
|
· |
performance
stock awards.
|
A
total
of 750,000 shares of common stock are reserved for issuance under the 2003
Securities Plan. Additional annual increases in shares available cannot exceed
10% of the outstanding common stock. In the event the Company issues stock
options or warrants, each Award shall specify the date when options or warrants
are to become exercisable. To the extent required by applicable law, stock
options or warrants shall become exercisable no less rapidly than the rate
of
20% per year for each of the first five years from the date of grant. Subject
to
the preceding sentence, the exercisability of any stock options or warrants
shall be determined by the compensation committee in its sole discretion.
Forfeitures pursuant to the terms under which such shares were issued, will
again become available for the grant of further awards. No stock option may
be
exercised after the expiration of ten years from the date of grant (or five
years in the case of incentive stock options granted to certain employees
owning
more than 10% of the outstanding voting stock). Pursuant to the 2003 Securities
Plan, the aggregate fair market value of the common stock for which one or
more
incentive stock options granted to any participant may for the first time
become
exercisable as incentive stock options under the federal tax laws during
any one
calendar year shall not exceed $100,000. Subsequent to April 30 2004, the
board
authorized a resolution to increase the amount of shares reserved for issuance
under the 2003 Securities Plan to 936,746 shares.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
Stock-option
activity during the years ended April 30, 2002, 2003 and 2004 is as follows:
Options
issued to employees:
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
Range
of Exercise Prices
|
|
Weighted
Average Exercise Price
|
|
Weighted
Average Fair Value of Options Granted
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding,
April 30, 2001
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Granted
|
|
|
275,000
|
|
$
|
0.10-3.40
|
|
$
|
2.00
|
|
$
|
1.40
|
|
Canceled
|
|
|
(100,000
|
)
|
$
|
3.40
|
|
$
|
3.40
|
|
$
|
2.40
|
|
Exercised
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding,
April 30, 2002
|
|
|
175,000
|
|
$
|
0.10-1.60
|
|
$
|
1.20
|
|
$
|
1.00
|
|
Granted
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Canceled
|
|
|
(175,000
|
)
|
$
|
0.10-1.60
|
|
$
|
1.20
|
|
$
|
1.00
|
|
Exercised
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
April 30, 2003 and 2004
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
As
of
April 30, 2004 and 2003, there were no outstanding employee
options.
Had
compensation cost for the Company’s employee stock options been accounted for
using the fair value method of accounting described by SFAS No. 123 (see
Note
3), the Company’s reported net loss of $442,713 and net loss per share of
$0.24for the year ended April 30, 2002, would have been increased to a pro
forma
loss of $579,783 and $0.40 per share, respectively. In fiscal 2002, options
granted to employees are estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions: no dividend yield,
volatility of 83%, a risk-free interest rate of 3.25%, and an expected option
life of five years. There were no grants made in 2004 and 2003; therefore,
no
pro forma effects are applicable.
On
February 28, 2003, warrants to purchase 750,000 shares of common stock were
granted which vest and are exercisable, over a period of five years. These
warrants are in connection with the conversion of Series C convertible preferred
stock into Series D convertible preferred stock as discussed in Note 12.
One-third each have an exercise price of $0.50, $0.75, and $0.90 per share,
respectively and expire 10 years from the grant date.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
Warrants
issued to non-employees:
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
|
|
Range
of Exercise Prices
|
|
Weighted
Average Exercise Price
|
|
Weighted
Average Fair Value of Options Granted
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding,
April 30, 2001
|
|
|
24,234
|
|
$
|
60.00-134.60
|
|
$
|
83.20
|
|
$
|
57.00
|
|
Granted
|
|
|
50,000
|
|
|
3.40
|
|
|
2.00
|
|
|
2.40
|
|
Canceled
|
|
|
(50,000
|
)
|
|
3.40
|
|
|
3.40
|
|
|
2.40
|
|
Exercised
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding,
April 30, 2002
|
|
|
24,234
|
|
$
|
60.00
134.60
|
|
$
|
83.20
|
|
$
|
57.00
|
|
Granted
|
|
|
750,000
|
|
|
0.50-0.90
|
|
|
0.72
|
|
|
0.05
|
|
Canceled
|
|
|
(24,234
|
)
|
$
|
60.00-134.60
|
|
|
83.20
|
|
|
57.00
|
|
Exercised
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
April 30, 2003 and 2004
|
|
|
750,000
|
|
$
|
0.50-0.90
|
|
$
|
0.72
|
|
$
|
0.05
|
|
The
warrants issued in February 2003 were attributed a value of $39,346 using
the
Black Scholes option pricing model. The closing stock price and the date
of
grant of the warrants was $0.60 per share. The option life assumed is five
years, risk-free interest rate of 2.5%, and an expected volatility of 15%.
Management determined the measurement date to be February 28, 2003, since
consent of a majority of the shareholders was obtained on that date. Warrants
to
purchase 750,000 shares which are outstanding are exercisable ratably over
a
five-year period. As of April 30, 2004 and 2003, 150,000 and zero warrants
were
exercisable, respectively. As of April 30, 2004 and 2003, the remaining
contractual life on the warrants is 8.83 and 9.83 years,
respectively.
Preferred
Stock of Subsidiary
AMRES
authorized 1,250,000 shares of Series A Preferred Stock on July 18, 2003.
The
Series A preferred stock is no par value and accrues dividends at a rate
of 10%
per annum. There are no voting, liquidation, redemption or conversion rights
associated with the Series A Preferred Stock. On December 23, 2003, AMRES
amended the terms of the Series A Preferred Stock so that it has a face value
of
$4.00 per share, pays a 3% quarterly cumulative cash dividend, and has a
liquidation preference.
On
July
18, 2003, the Company entered into a Securities Exchange Agreement with AMRES
and Sutter Holding Company, Inc. (“Sutter”).
On
December 18, 2003, the parties to the Agreement entered into a Mutual Rescission
of Securities Exchange Agreement whereby they agreed to rescind the transactions
contemplated by the Agreement in their entirety, and all parties returned
all
consideration. The Company returned to Sutter the 66,496 shares of Sutter
common
stock, Sutter returned to AMRES the 1,000,000 shares of Series A preferred
stock, and Sutter returned to RENHUANG the Warrants.
On
December 23, 2003, the AMRES amended the terms of its unissued Series A
preferred stock. Under the amendment the Series A preferred stock is
non-redeemable with no par value and accrues dividends at a rate of 3%, per
annum, payable quarterly. In addition, the dividends are cumulative and the
holders of the Series A preferred stock have priority to all distributions.
There are no voting, redemption or conversion rights associated with the
Series
A preferred stock.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
On
December 23, 2003, AMRES issued 500,000 shares of Series A Preferred Stock
for
4,000,000 shares of restricted common stock of RENHUANG. On July 28, 2004,
the
agreement was modified and the AMRES returned 2,400,000 shares of RENHUANG’s
common stock to RENHUANG. The subsequent transaction was accounted for
retroactively to the original agreement date on December 23, 2003. At April
30,
2004, AMRES held a total of 1,737,500 shares of RENHUANG common stock. AMRES
accounts for these shares as an investment in a related entity. For purposes
of
consolidation, however, this transaction was eliminated.
NOTE
5 - NON-RECURRING EXPENSES
On
or
about June 27, 2002, RENHUANG entered into a settlement agreement and general
mutual release with Laguna Pacific (the “Laguna Settlement”). As consideration
under the Laguna Settlement, RENHUANG repaid the $225,000 note, plus $9,000
in
accrued interest, and the note was cancelled.
Subsequent
to the Laguna Settlement, a dispute arose regarding whether or not the Laguna
Settlement included and consequently canceled the warrants. On October 25,
2002,
the board of directors authorized the issuance of 150,000 shares of RENHUANG’s
common stock upon exercise of the Laguna warrant. The stock was valued at
the
fair market value on the date the settlement was executed of $0.40 per share,
less a 10% reduction based on the Rule 144 restriction. The value of the
150,000
shares issued to Laguna was determined to be $54,000. The value of the warrant
immediately prior to the settlement was determined to be equal to the original
relative value of the warrant, since no economic changes impacted the value
of
the warrant since the date of issuance. During the twelve months ended April
30,
2003, management recorded a gain on the settlement as other income in the
amount
of $78,543.
During
the twelve months ended April 30, 2002, RENHUANG had capital lease obligations
in default totaling $91,585 that were settled for $35,800. The remaining
balance
was recognized as a gain on settlement of debt of $56,185.
On
January 17, 2002, AMRES purchased a note payable by RENHUANG in the amount
of
$103,404 and accrued interest totaling $6,291 for consideration of $40,000.
In
consolidation the note payable is eliminated and RENHUANG recognized a gain
from
the settlement of debt of $69,695.
On
May
27, 1999, RENHUANG entered into an agreement with an investment banker to
seek
debt financing through public or private offerings or debt or equity securities
and in seeking merger and acquisition candidates. In April 2000, the parties
agreed to amend the agreement to eliminate the fee based on a percentage
of the
consideration of a transaction, and to grant the investment banker 10,000
shares
of the Common Stock and to cancel the options to purchase 10,000 shares.
On
August 7, 2001, RENHUANG agreed to settle a dispute over the terms of the
amendment by canceling the 10,000 shares in exchange for 75,000 shares of
RENHUANG’s restricted common stock. RENHUANG valued the additional 65,000 shares
at $3.40 each and charged operations a total of $221,000 as a non-recurring
settlement loss.
RENHUANG
entered into a global settlement agreement with several parties, which resulted
in a total non-recurring loss of $61,494. See Note 17 for more on this
agreement.
NOTE
6 - INCOME TAXES
At
April
30, 2004, RENHUANG had net operating loss carry-forwards for federal and
state
income tax purposes totaling approximately $8.0 million and $4.0 million,
respectively, which for federal reporting purposes, begin to expire in 2011
and
fully expire in 2023. For state purposes, the net operating loss carry-forwards
begin to expire in 2005 and fully expire in 2010. The utilization of these
net
operating losses may be substantially limited by the occurrence of certain
events, including changes in ownership. The net deferred tax assets at April
30,
2004 and 2003, before considering the effects of RENHUANG’s valuation allowance
amounted to approximately $5.1 million and $4.4 million, respectively. RENHUANG
provided an allowance for substantially all its net deferred tax assets since
they are unlikely to be realized through future operations. The valuation
allowance for net deferred tax assets increased approximately $711,000 and
$1.3
million during the years ended April 30, 2004 and 2003, respectively. RENHUANG’s
provision for income taxes differs from the benefit that would have been
recorded, assuming the federal rate of 34%, due to the valuation allowance
for
net deferred tax assets.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
NOTE
7 - SECURED NOTE RECEIVABLE
On
November 7, 2003, the Company loaned $200,000 to an individual for a property
purchase. The loan is secured by a first trust deed on the property. The
borrower is required to make interest only payments, at 7.5% per annum, and
the
entire loan is due on December 1, 2008. During the year, a related investor,
and
a direct relative of the Chief Executive Officer of the Company, purchased
a
portion of the loan for $50,000, leaving the amount owed to the Company at
$150,000. In addition, prior to the end of the fiscal year, the Company executed
an exchange agreement with the Series E convertible preferred stock holders
whereby the Company exchanged $125,000 of the secured note receivable for
all
outstanding principal and interest owed the Series E convertible preferred
stock
holders. There was no gain or loss recorded on the sale of the loan.
NOTE
8 - GLOBAL SETTLEMENT
To
settle
all outstanding disputes among all the parties, on June 26, 2001, RENHUANG
entered into a settlement agreement with EMB, AMRES Holding LLC, Vincent
Rinehart, and Williams de Broe (the “Global Settlement”). As part of the Global
Settlement:
I. |
RENHUANG
issued to EMB 75,000 shares of restricted common stock as consideration
for EMB’s waiver of its registration rights for 375,000 shares of RENHUANG
common stock already held by EMB. The shares were valued at $0.14
per
share based on a 10% discount from the closing price on the date
of the
agreement. RENHUANG issued to EMB a promissory note in the principle
amount of $103,404, which represents the reduced amount due to
EMB by
RENHUANG under a promissory note previously issued in connection
with the
AMRES acquisition, after giving effect to a principal reduction
offset for
amounts owed by EMB to WdB, but which were satisfied by RENHUANG
and a
note issued by RENHUANG to AMRES Holdings LLC to settle an acquisition
obligation of EMB (see below). The note bears an interest at
the rate of
10% per annum and is convertible into common stock of RENHUANG.
See Note
13 for further discussion of this
note.
|
II. |
RENHUANG
issued to Williams de Broe (“WdB”) 150,000 shares of restricted common
stock valued at $459,000 as consideration for WdB’s release of all claims
against RENHUANG arising under the purported guarantee of EMB’s obligation
to WdB by RENHUANG. The parties agreed that the amount be credited
as
additional consideration to the EMB notes
payable.
|
III. |
EMB
acknowledges its obligations to pay all outstanding leases covering
equipment and/or furniture now in the possession of RENHUANG
as
contemplated by the
agreement.
|
IV. |
EMB
assigned rights of a portion of RENHUANG’s note payable totaling $485,446
to AMRES Holdings LLC, owned by Vince Rinehart. The note bears
interest at
10% per annum. This note is convertible into shares of common
stock based
on 90% of the closing stock price on the date of the conversion.
RENHUANG
assigned a value of approximately $60,681 to the beneficial conversion
feature imbedded in this note. As part of the restructuring,
the Company
converted outstanding balance of the note plus accrued interest
into
300,000 shares of RENHUANG’s enforced. On January 17, 2002, EMB sold this
note to AMRES for $40,000.
|
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
The
following reflects the reduction of the note payable to EMB as
follows:
Note
payable
|
|
$
|
1,055,000
|
|
V. common
stock plus 18,800 shares of Series F convertible preferred. As
such, as of
April 30, 2003, there is no principal or interest outstanding relating
to
this note.
|
|
|
160,856
|
|
|
|
|
|
|
EMB
forgave principal and interest totaling $168,006. The balance of
$103,404
convertible notes was issued, bearing interest at 10% per annum.
The note
had a mandatory conversion into RENHUANG’s common stock on December 15,
2001, which was never Accrued interest
|
|
|
|
|
|
|
|
|
|
Total
due to EMB prior to settlement Less”
|
|
|
1,215,856
|
|
Value
of 150,000 shares to WdB
|
|
|
(459,000
|
)
|
Payable
to AMRES Holdings LLC
|
|
|
(485,446
|
)
|
Debt
and interest relief
|
|
|
(168,006
|
)
|
|
|
|
|
|
Balance
due to EMB after settlement
|
|
$
|
103,404
|
|
The
following reflects the non-recurring charge to operations associated with
the
Global Settlement:
Value
of 75,000 shares to EMB
|
|
$
|
229,500
|
|
Debt
and interest relief
|
|
|
(168,006
|
)
|
|
|
|
|
|
Total
non-recurring loss
|
|
$
|
61,494
|
|
NOTE
9 - LEGAL
The
Company is not a party to any litigation or proceedings, and there is no
pending
or threatening litigation or proceedings against the Company.
NOTE
10 - CHANGE OF CONTROL AND DISPOSITION OF ASSETS
On
September 19, 2005, the Company entered
into a Common Stock Purchase Agreement whereby Vince Rinehart, a shareholder
and
at the time, the Company’s sole officer and director (“Rinehart”) and AMRES
Holding, LLC, a Nevada limited liability company under control of Rinehart
(“AMRES Holding”) would sell a total combined amount of approximately 10,379,731
shares of the Company’s common stock and warrants to purchase a total of
3,450,000 shares of the Company’s common stock (the “Securities”), to an
unrelated third party, Viking Investments USA, Inc., a Delaware corporation
(“Viking”), for an aggregate purchase price of $375,000. The anticipated closing
date was changed by agreement of the parties to December 30, 2005.
RENHUANG
PHARMACEUTICALS, INC. (formerly
Anza Capital Inc.) AND
SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
On
September 23, 2005, the Company received a signed Securities Purchase Agreement
dated September 16, 2005 from Peter and Irene Gauld (the “Gaulds”), by and
between AMRES Holding and the Gaulds, whereby the Gaulds will sell to AMRES
Holding, on or about October 28, 2005, warrants to acquire 2,000,000 shares
of
common stock of Renhuang in exchange for the total purchase price of $10,000.
The
Gaulds
do
not bear a related-party relationship to Renhuang or its management.
On
September 30, 2005, the Company entered into a Reorganization, Stock and
Asset
Purchase Agreement by and among Renhuang and AMRES, on the one hand, and
Rinehart and AMRES Holding, on the other hand, whereby Renhuang would sell
substantially all of our assets to AMRES Holding, on or about November 8,
2005,
including but not limited to all of Renhuang’s ownership interest in our
subsidiary, AMRES, in exchange for (i) the termination by Rinehart, the managing
member of AMRES Holding, of that certain Employment Agreement dated June
1,
2001, by and between Rinehart and the Company, including the waiver of $500,000
in severance thereunder and (ii) the assumption by AMRES of all obligations
under that certain real property lease by and between the Company and Fifth
Street Properties-DS, LLC. In conjunction with the abovementioned exchange,
the
following transactions would occur: (i) the delivery by Rinehart, a shareholder
and the sole officer and director of the Company, of his entire ownership
interest in the Company, consisting of 988,275 shares of common stock, and
18,800 shares of Series F Convertible Preferred Stock, to Viking; (ii) the
delivery by AMRES to Viking of its ownership interest in the Company, consisting
of 4,137,500 shares of Company common stock; and (iii) delivery by AMRES
Holding
of warrants to acquire 250,000 shares of the Company’s common stock to Viking.
On
September 30, 2005, AMRES Holding entered into a Stock Purchase Agreement
with
Cranshire Capital, L.P. (“Cranshire”), The dotCom Fund, LLC (“dotCom”), and
Keyway Investments, Ltd. (“Keyway”) (each a “Seller” and collectively the
“Sellers”), whereby the Sellers will sell to AMRES Holding, on or about November
8, 2005, an aggregate of 3,043,945 shares of Renhuang’s common
stock,
8,201.5
shares of Renhuang’s Series D Preferred stock, and warrants to purchase 750,000
shares of Renhuang’s common stock, in exchange for the total purchase price of
$125,000. The anticipated closing date was changed by agreement of the parties
to December 30, 2005. The Sellers do not bear a related-party relationship
to
Renhuang or its management. These securities should all be sold to Viking
pursuant to the terms of Common Stock Purchase Agreement as reported in the
Company’s Current Report on Form 8-K dated September 23, 2005.
On
March
3, 2006, all the transactions referred to above occurred.
NOTE
11 - SUBSEQUENT EVENT
On
or
about April 11, 2006, the Company received written consents in lieu of a
meeting
of Stockholders from holders of 9,892,820 shares representing approximately
74%
of the 13,355,181 shares of the total issued and outstanding shares of voting
stock of the Company (the “Majority Stockholders”) approving the following
amendments to the Company’s Articles of Incorporation (the “Amendment”): (i)
changed the name of the Company to “Renhuang Pharmaceuticals, Inc.”; and (ii)
completed a 1-for-30 reverse stock split of our Common Stock.
On
April
11, 2006, the Board of Directors of the Company approved the Above-mentioned
actions, subject to Stockholder approval. According to Nev. Rev. Stat. 78.390,
a
majority of the outstanding shares of voting capital stock entitled to vote
on
the matter is required in order to amend the Company’s Articles of
incorporation. According to Nev. Rev. Stat. 78.2055, a majority of the
outstanding shares of voting capital stock entitled to vote on the matter
is
required in order to decrease the number of issued and outstanding shares
resulting from a reverse stock split.
On
July
28, 2006 the Company changed its name to Renhuang Pharmaceuticals, Inc. and
on
August 11, 2006, the Board of Directors effectuated the stock split
reversal.
EX-3.2
2
v067137_ex3-2.htm
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