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COMMITMENTS AND CONTINGENCIES
12 Months Ended
Oct. 31, 2011
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Disclosure [Text Block]
21.  COMMITMENTS AND CONTINGENCIES 

 

The Company has various purchase commitments for materials, supplies and services incident to the ordinary conduct of business, generally for quantities required for the Company’s business and at prevailing market prices. No material annual loss is expected from these commitments and there are no minimum purchase commitments.

 

The Company and its subsidiaries are self-insured, and they do not carry any property insurance, general liability insurance, or any other insurance that covers the risks of their business operations. As a result any material loss or damage to its properties or other assets, or personal injuries arising from its business operations would have a material adverse effect on the Company’s financial condition and operations.

 

The Company is not involved in any legal matters arising in the normal course of business. While incapable of estimation, in the opinion of the management, the individual regulatory and legal matters in which it might involve in the future are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

 

(1)  Operating lease arrangements

 

We currently have no lease agreement with any company.

 

(2)  Capital commitments

 

On October 12, 2009, we entered into a purchase agreement with Harbin Renhuang Pharmaceutical Stock Co. Ltd (“Renhuang Stock”) to acquire the land use right, property and plant located at our Ah City Natural and Biopharmaceutical plant for a total consideration of $25,096,070. Pursuant to the purchase agreement, a payment of $15,685,044 was made to Renhuang Stock in October 2009 and a payment of $7,842,522 was made to Renhuang Stock in January 2011, with a final payment of $1,568,504 will be paid once we received all the related title transfer document from local government, at which time title for the assets will be transferred. According to the agreement, we were exempted from lease payments for the underlying assets starting from May 1, 2010.

 

On April 10, 2010, CBP China entered into a Purchase Agreement with Hongxiangmingyuan of Heilongjiang Yongtai Company, to acquire two office floors for a total consideration of $6,017,504.  Pursuant to the Purchase Agreement, a payment of $4,212,253 was made in April 2010 and recorded as deposits on the consolidated balance sheet.  Pursuant to the Purchase Agreement, final payment of $1,805,251 is due by December 20, 2012, at which time title for the assets will be transferred.  Accordingly the transaction is considered incomplete as at October 31, 2011.

 

Name of Fixed Asset   Purchase Date   Prepaid Amount   Remaining Amount   Total Amount  
        US$   US$   US$  
Ah City Pharmaceutical Plant   October, 2009   23,527,566   1,568,504   25,096,070  
Two Office Floor   April, 2010   4,212,253   1,805,251   6,017,504  
Total       27,739,819   3,373,755   31,113,574  

In January, 2011, CBP China started its Ah City Phase Two project for Siberian Ginseng products development and industrialization and entered into a Construction and Engineering Design Contract (the “Contract”) with Heilongjiang Medical Architecture Design Institute (the “Institute”) for architectural design. A few payments have been made to Institute and relevant local government departments for design and start up fees and we recorded $1,937,103as Construction in progress for Ah City Phase Two project. The estimated total investment for Ah City Phase Two is $18,822,053. In anticipation of the project proceeding, we expect to pay approximately $9,356,129 in our fiscal year 2012 and $7,528,821 in our fiscal year 2013. The project is anticipated to be finished in 2013.

 

Name of Construction in
Progress
  Started Date   Paid Amount   Remaining Amount   Projected Total
Amount
        US$   US$   US$
Ah City Phase Two(Siberian Ginseng Product Industrialization) August, 2011 1,937,103   16,884,950   18,822,053

 

On January 11, 2011, CBP China entered into an Exclusive Licensing Agreement for Harbin Renhuang Pharmaceutical Co., Ltd. to Use Forest Resources under Yichun Red Star Forestry Bureau (the “Agreement”) with Yichun Red Star Forestry Bureau of Heilongjiang Province (the “Forestry Bureau”) for 30 years exclusive utilizing right of approximately 6,667 hectares of undergrowth resources, which is rich in wild Siberian Ginseng plant and also includes approximately 67 hectares of Siberian Ginseng GAP cultivation base in Heilongjiang Province. Pursuant to the Agreement, a payment of $7,842,522 was made to Forestry Bureau in January 2011, second payment of $6,274,018 was made in October, 2011 and with a final payment of $1,568,504 due in 12 months from the date of Agreement approved by local government authorities for a total consideration of $15,685,044. Siberian Ginseng is a plant with medically-established anti-depressant and mood regulation qualities and is also an active ingredient in our market-leading line of all-natural anti-depressant medications. We will be responsible for continued maintenance and protection of wild resources to make this area a professional Siberian Ginseng base.

 

In the fourth quarter of our fiscal year 2011, we purchased five patents listed as the following table.

 

Name of Intangible Assets   Purchase Date   Paid Amount   Remaining Amount   Total Amount
        US$   US$   US$
Patent of Ingredients and preparation for Parkinson Drug   August, 2011   1,348,914   1,348,914   2,697,828
Patent of Ingredients and preparation for XiangDousu   August, 2011   1,333,229   1,333,229   2,666,458
Patent of Mudouye Extract   September, 2011   1,882,205   1,882,205   3,764,410
Patent of Hongdoushan Extract   September, 2011   2,368,442   2,368,442   4,736,884
Patent of Ingredients and preparation for Jizhi Pills   October, 2011   2,117,481   2,117,481   4,234,962
Yichun Undergrowth Resource Exclusive Using right   January, 2011   14,116,540   1,568,504   15,685,044
Total       23,166,811   10,618,775   33,785,586

 

On February 1, 2011, the Company entered into an advertising contract with Harbin Weishi Advertising Company to advertise its products from February 1, 2011 to January 31, 2012 as shown on the following table. 

 

Advertising Contract   Contract Date   Paid Amount   Remaining Amount   Total Amount
        US$   US$   US$
Harbin TV Weishi Advertising Company   February, 2011   4,587,875   1,529,292   6,117,167

 

As of October 31, 2011, the Company has capital commitments for purchase of Ah City Nature and Pharmaceutical Plant, two office floors, undergrowth resources right, five patents, advertising contract and Ah City Phase Two construction in progress of approximately $32,406,772. The amounts to be paid in the future years are as follows:

 

Calendar Year   Payment for properties  
2012   $ 23,072,700  
2013     9,334,072  
2014      
2015      
2016      
Thereafter      
Total   $ 32,406,772