UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2006
China Agro Sciences Corp.
(Exact name of registrant as specified in its charter)
Florida O-49687 33-0961490
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
100 Wall Street - 15th Floor
New York, NY 10005
(Address of principal executive offices) (zip code)
(212) 232-0120 (Registrant's
telephone number, including area code)
M-GAB Development Corporation
9900 Research Drive
Irvine, CA 92618
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously reported in our Current Report on Form 8-K, filed with
the Securities and Exchange Commission on March 17, 2006, China Agro Sciences
Corp., a Florida corporation formerly known as M-GAB Development Corporation
(hereinafter "We" or "China Agro") entered into an Agreement and Plan of Merger
(the "Agreement") with Dalian Holding Corp., a Florida corporation (formerly
known as China Agro Sciences Corp.) ("DHC"). This transaction closed on May 1,
2006, at which time, in accordance with the Agreement, DHC merged with DaLian
Acquisition Corp, a Florida corporation that was our wholly-owned subsidiary
("DaLian"). As a result of the merger, DaLian merged into DHC, with DHC
remaining as the surviving entity and our wholly-owned subsidiary, DaLian,
ceased to exist, and we issued 13,449,488 shares of our common stock to the
former shareholders of DHC. At the same time, certain of the DHC shareholders
acquired 5,500,000 China Agro shares directly from our then majority
shareholder, director, and sole officer, Carl M. Berg, and his holding company,
Sadie, LLC. Following the closing, the DHC shareholders owned 18,949,488 shares
of our common stock, or 94.2% of our outstanding 20,000,000 shares. In
accordance with the terms of the Agreement, on April 28, 2006 we terminated our
status as a business development company under the Investment Company Act of
1940.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On March 15, 2006, we entered into an Agreement and Plan of Merger with
DHC whereby, at the closing, DHC merged with DaLian, a Florida corporation that
was our wholly-owned subsidiary. As a result of this merger we acquired certain
operations and assets as described herein.
FORM 10 DISCLOSURE
As disclosed elsewhere in this report, on May 1, 2006, our wholly-owned
subsidiary, DaLian Acquisition Corp. merged with DHC. Prior to the close of this
transaction we were a business development company under the Investment Company
Act of 1940, but did not yet have any investments in eligible portfolio
companies. Prior to our first investment in an eligible portfolio company we
were approached by DHC regarding the transaction described herein. Although we
were not a shell company prior to the DHC transaction, we only had minimal
operations before the transaction and have therefore included the below Form 10
disclosure information as would have been required under Item 2.01(f) of Form
8-K if we were a shell company immediately before the transaction. We have
included this disclosure in order to disclose the details of this transaction
and our resulting new operations and management.
2
Accordingly, we are providing below the information that would be
included in a Form 10-SB if we were to file a Form 10-SB. Please note that the
information provided below relates to the combined company after the acquisition
of DHC, except that information relating to periods prior to the date of the
merger only relates to the company unless otherwise specifically indicated.
DESCRIPTION OF BUSINESS
Business Overview
We were incorporated under the name M-GAB Development Corporation in
March 2001. From inception through early 2003, our business was the development,
marketing, and distribution of an interactive travel brochure. On May 16, 2003,
we filed an election to be treated as a business development company ("BDC")
under the Investment Company Act of 1940 (the "1940 Act"), which became
effective on the date of filing. As a BDC we never made any investments into
eligible portfolio companies.
DaLian, our wholly-owned subsidiary, was formed on March 10, 2006. On
May 1, 2006, DaLian merged with DHC (formerly known as China Agro Sciences
Corp.), a Florida corporation that was formed March 9, 2006. As a result of this
merger DHC remained as the surviving entity and DaLian ceased to exist. Prior to
DaLian's merger with DHC, DHC acquired all the outstanding common stock of Ye
Shun International ("Ye Shun"), a company that owns all the outstanding common
stock of DaLian Runze Chemurgy Co., Ltd. ("Runze"). Ye Shun is a Hong Kong
registered enterprise. Runze is classified by the Chinese government as an
enterprise entity with 100% of its capital coming from Hong Kong. As a result of
the DHC transaction we terminated our status as a business development company
and, through our wholly-owned subsidiary, became a development stage company
specializing in the sale and distribution of pesticides and herbicides. Our only
operations are conducted through our wholly-owned subsidiary, which controls the
assets of Runze. The term "we" as used throughout this document refers to China
Agro Sciences Corp., DaLian, and the operations of Runze, which are controlled
by DHC.
Our subsidiary owns Runze, an entity that was originally formed by the
current management and principal shareholders of Dalian Raiser Chemurgy Co.,
Ltd. ("DRC") and subsequently sold to Ye Shun. DRC is a state-appointed
manufacturer located in the Peoples Republic of China and is currently one of
our competitors. Runze contains all our operations and the majority of our
assets. We specialize in low toxic pesticides and herbicides. Our primary
product is the herbicide known as Acetochlor. Our other pesticide products
include Razesor, Emamectin benzoate, and Clethodim. Our headquarters and
manufacturing facilities are located in the city of ZhuangHe, LiaoNing Province,
Peoples Republic of China. China has the largest agricultural market in the
world, and therefore the largest pesticide market in the world. Through the
sales and distribution of its pesticide and herbicide products, we hope to
maintain a strong market share in the highly regulated pesticide industry in
China.
3
The Pesticide Industry
According to the projections of the Food and Agricultural Organization
of the United Nations and the United States Census Bureau, the global population
is experiencing increasing growth rates. The current world population of 6.1
billion is projected to increase to 7.2 billion in 2010, and 9.8 billion in
2050. The urgent need of decent food supplies has become a global issue. Under
current predictions, only 1/3 of the increasing food demand can be met by the
expansion of cultivated land, which is limited. The remaining 2/3 will largely
depend on increasing agricultural productivity. The successful implementation of
pesticide programs is an effective method for increasing agricultural
productivity. It is estimated that every year about one third of the world's
potential harvest is lost to damage caused by plant diseases and insect pests.
In a typical case, the lack of pesticide or its improper usage can reduce the
productivity by 25-40% in one year (compared to proper pesticide usage), and
40-60% the following year. The unique nature among growing population, food
supply, and pesticide has created a large growing market for the pesticide
industry.
China is the largest agricultural country in the world. Due to its
population the Chinese government is focused on its low income segment of the
population, including the development of agriculture as a means to provide for
its population. China is also a developing country with a serious problem of
plant diseases and insect pests. Other issues, such as the lack of modern
agricultural machinery and skills, low unit quality and productivity, and the
dispersed layout of its cultivated land, have created many challenges. The
current population in China has reached a total of 1.3 billion, and the total
cultivated land remains at 95 million hectares, which is equal to 0.073 hectare
per person. As a nation, China is using 7% of the world's agricultural resources
to support 22% of the world's population. Therefore, there is a need to increase
productivity in the agricultural sector. Advanced technologies, including the
broader use of pesticides, are needed. According to the Chinese Agriculture
Ministry, each year the implementation of pesticides in China prevents the
losses of over 25 million tons of foodstuff, 400 thousand tons of cotton, 8
million tons of vegetables, and 3.3 million tons of fruit, which are equal to 30
billion Yuan Renminbi ("RMB" - the Chinese currency; 1 RMB equals approximately
0.1248 U.S. dollars) in fair market value.
The pesticide industry in China has experienced tremendous growth in
the past 10 years, with its productivity almost doubled and over 100 new
pesticide products invented. According to the Centre Bureau of Product & Quality
Control, the current pesticide production in China has reached an annual output
of 800 thousand tons with 20 billion RMB in value, ranking the second largest in
the world. Export of pesticides plays an important role, which returns $1.2
billion in revenue annually. However, currently in China pesticides are only
used on 60% of the cultivated wet land and 30% of the cultivated dry land,
compared to a full 100% in most developed countries. Among all pesticides,
insecticides are the most common, which are largely organic-phosphide-based
("OPB") with high toxic contents and residues. Due to these high toxicity levels
in the insecticides it is currently anticipated that the production and usage of
the five most popular OPB insecticides, which currently represent 30% of the
total market share in the nation, will be banned sometime in 2007.
Outside of China the global demand for pesticides is increasing
steadily. With the current trend in many developed countries to reduce or cease
pesticide productions, the Chinese pesticide industry has a great potential in
its long-term development.
4
According to China's National Agricultural Technology Centre, the
annual sales of Acetochlor in China will likely maintain an annual growth rate
of 20-30%, and it is currently projected that Acetochlor will remain in
production for at least another 20 years. Currently there are over 100 different
brands on sale, which makes Acetochlor the most popular among all herbicides.
Acetochlor has been successfully applied to the vast cultivated wet land in
China in recent years.
In 2002, the Chinese government issued a new guideline on toxic OPB
pesticides. Its purpose was to reduce toxic OPB pesticide productions and to ban
sales and usage. Pursuant to regulations, in 2003 toxic OPB pesticides could
only be applied to cotton; as of 2005 only two manufacturers have production
rights under license, with combined annual output not exceeding 26,000 tons. By
2007, all toxic OPB pesticides will be banned, which will create a sizeable
supply shortfall. Compared to toxic OPB pesticides, Razesor, a pesticide we
produce, is highly effective with identical results on insects, and it is
environmental-friendly with minimum toxic contents and residues. Razesor is
expected to become the best alternative to toxic OPB pesticides in China. The
manufacturing process of Razesor generates a low amount of industrial wastes,
which can be managed and creates no pollution to the environment. The potential
market for Razesor is growing in China with a total demand of 10,000 - 15,000
tons expected in the next three years. The future demand is expected to be even
higher.
The European Union ("EU") has banned the usage of over 320 different
pesticides, germicides, and herbicides since December 31, 2003. Agricultural
products contaminated by related chemical residues have been forbidden to enter
the EU market. The United States and Japan are expected to pass similar
regulations, which will create a growing market for biological pesticides. The
demand for the most common biological pesticide, Abamectin, has been increasing
over the years with its unit prices soaring from 900 RMB/kg to 2,300 RMB/kg
since March, 2004. To address these rising prices, we have developed a
substitute product for Abamectin called Emamectin benzoate. This pesticide,
which we produce (in its solution and emulsion forms), contains minimum
impurities and causes no pollution to the environment. As noted above, it is
anticipated that the Chinese government will ban the production and usage of
five most popular toxic OPB pesticides by 2007, which will create an annual
market shortfall of over 200,000 tons. Emamectin benzoate has been appointed as
one of the replacement pesticides by the Chinese National Reform and Development
Committee, and the Chinese Green Food Program has approved Emamectin benzoate's
usage on its Green Food product lines. We believe these positive endorsements
have secured a promising future for Emamectin benzoate in the pesticide
industry. We have signed an initial agreement with Sangenta of Switzerland to
cooperate in areas of Emamectin benzoate research and development, sales, and
rare material supplies.
For many years in China, there have always been shortages of
post-sprout herbicides. Some of the common herbicides, such as Sulfonylurea,
cannot be dissolved naturally in the environment and thus become sources of
pollution. The United States and other developed countries have banned
Sulfonylurea usage. With its continuing commitment to environmental protection,
China is in the process of replacing Sulfonylurea. Sumitomo Chemical Co. Ltd of
Japan has obtained the temporary registration for its Clethodim product in
China, and its Clethodim product has been a great sales success. The annual
import of Clethodim to China reaches a total of 200 tons, which is not
sufficient for a decent supply. We believe the domestic production of our
Clethodim in China can replace a significant amount of imported Clethodim and
has promise as a successful export to other countries.
5
Principal Products and Services
We operate through our subsidiary, Runze. Our primary business is the
manufacturing, sale and distribution of herbicides and pesticides to reduce or
eliminate the amount of agricultural produce lost to plant diseases and insects.
We currently have four herbicides and pesticides we are either producing or
testing for future release: Acetochlor, Razesor, Emamectin benzoate, and
Clethodim.
Acetochlor
Acetochlor is currently the world's eighth most popular herbicide in
terms of sales. It is highly productive during the pre-sprout stage of
agricultural production and is currently the only product that we produce in
large industrial-use quantities. Acetochlor is widely used during the growing of
soybeans, corn, peanuts, and vegetables. Acetochlor can eliminate most types of
weeds with minimum toxic contents and residues, and helps to stop weeds from
growing in and around the crop. Acetochlor poses no threat to humans or
livestock. Due to its effectiveness and relatively low cost, Acetochlor has
gained tremendous popularity in China. The annual output of Acetochlor in China
has reached 20,000 tons, which provides protection to over 12 million hectares
of cultivated land. We produced 1,700 tons of Acetochlor in 2003, and
approximately 3,000 tones in 2004 and 2005 combined. All the Acetochlor produced
was sold to Ye Shun, our parent company. To date we have confirmed orders for
2006 totaling 4,000 tons of Acetochlor. We are currently undergoing Acetochlor
product tests in South America, Southeast Asia and Central Asia.
We are the first manufacturer in China to successfully implement the
latest G3 (the Third Generation) method for production of Acetochlor, with most
of the other competitors using the G2 and G1 methods. The G3 method
significantly reduces production costs by 15% over the G2 method, and it
generates higher-quality product with a purity degree of 96% or above. Another
advantage of the G3 method is the elimination of production-related pollution
since the process is petrol-free, which protects us from the ever-rising costs
of gasoline and diesel fuels.
In October, 2005, we completed construction on an Acetochlor
manufacturing facility with a 5,000-ton annual capacity. We expect to operate
the facility at full capacity during its initial year of production, which will
supply Acetochlor to the Chinese market. We have future plans to utilize this
facility to manufacture other Acetochlor-derived products, which will have
applications in other areas. Our current projections for Acetochlor sales in
2006 is 4,100 tons.
Razesor
Razesor is a pesticide introduced by us into the Chinese pesticide
market. We have a Chinese patent and a PCT patent (PCT # 02128312.5), which is a
patent issued by the World Intellectual Property Organization pursuant to the
Patent Cooperation Treaty. .The advanced technology used to manufacture Razesor
ensures stable output of the pesticide with high product purity. The
manufacturing process used generates only a small amount of waste and the raw
materials used are easily obtainable in China, keeping production costs low.
Razesor is a general pesticide that is highly effective against
Coleoptera insects and insects with developed resistance to some common
pesticides. Razesor has been widely applied to rice, cotton, vegetable, tobacco,
potato, tea and corn. Razesor eliminates the insects and their eggs by
destroying the insect's central nervous system.
6
Emamectin benzoate
Emamcetin benzoate is a new half-synthesized antibiotic biological
pesticide with low toxic contents and no residue. Emamectin benzoate intensifies
the functional activities of an insect's nerve cells and undermines the insect's
cellular active functions, causing irreversible paralysis, with most results
occurring 3-4 days from initial usage. Emamcetin benzoate's typical usage is
only 1 gram per hectare and remains 72-100% effective up to 15 days after
initially applied. The pesticide poses no harm to useful insects and bees, which
is very helpful in quantitative insect control. We have applied for a patent on
Emamcetin benzoate emulsion.
Clethodim
Clethodim is a post-sprout herbicide. It is suitable for over 40
different industrial crops such as soybeans, peanuts, and cotton. As an
herbicide it effectively eliminates almost all types of weeds, both perpetual
and perennial. Clethodim is environmentally-friendly with low toxic contents and
no cumulated residue. The typical usage of Clethodim is 3.6-4.8 grams per
hectare and can be used in conjunction with other more common herbicides.
Sales and Marketing Strategy
We have created a sophisticated sales and marketing network in China,
which we have been working on since 2002. This network gives us the access to
the vast rural areas of China, providing products and supports to millions of
agricultural producers and the land they farm. We believe this network will
allow us to uniquely organize our distributors and retailers into a two-level
system, without any interruption or delay that could be caused by third-party
involvement. Some 700 Level-One agents, mostly provincial distributors, are
under our direct management. We also have a team of over 2,300 Level-Two agents,
which are in-field retailers with their own customer bases and strong sales
strengths. In order to qualify as a Level-Two agent a potential Level-Two agent
must be recommended by one Level-One counterpart, and is required to present a
two-year proper sales record before qualifying. All out-of-network activities
have since been eliminated, which in return has created positive interaction
between Runze and our partner in both levels. The network has also become a
great channel between us and the end users of our products, whose needs are met
with least transaction and delay.
Our goal is to have 8,000 Level-Two partners in the next two years
while expanding our current network, with the goal of eventually having the
capacity to provide outstanding support in agricultural productivity, foodstuff
refinement, retail, and logistic processing.
With our success in China, we have also been focusing on expansion in
the international market. We have set up sales offices in Bolivia, Vietnam, and
Indonesia, which are responsible for the testing, demonstration, registration,
and marketing of our products in their respective regions. Four pesticide
products have obtained registrations in Bolivia, with annual sales exceeding 2
million RMB. One pesticide product has obtained registration in both Vietnam
and Indonesia, and seven others are currently pending. Sales in these two
countries combined exceed $100,000 RMB. The latest expansion plan of Runze
includes creating new sales offices in both North America and West Africa.
7
Research and Development
From our inception we have emphasized recruiting and development of
quality employees. Today we have a strong team of experts, specializing in
agriculture protection, fine chemical synthesis, and chemical engineering. With
our state-of-the-art equipment and strong coalition with many advanced research
institutes, we have become one of the most technologically-advanced pesticide
manufactures in the China, setting industry standards in product research and
development.
We are also the sole owner of two chemical research institutes in
China, which have the independent knowledge and abilities to synthesize various
heterocyclic compounds. We have formed a strong coalition with over 30
universities and research entities in China, including DaLian Institute of
Technology, University of TianJin, and the ShenYang Chemistry Research Lab. A
major achievement in recent years is the founding of the Pesticide Development
Centre, which has been a joint effort of Runze and ShenYang College of
Agriculture. We are one of the commercial enterprises to participate in the
Chinese Post-Graduate Program, and one of the very few to operate its own
post-graduate research facility.
With these technological advancements, we have been able to develop a
series of new products soon after Runze's founding in 2002. These products are
highly effective and environmentally-friendly with low toxic contents and
minimum residues.
Distribution
We distribute our products through a two-tiered system of distribution
partners. Our primary distributors are "Level-One" agents, which are mostly
provincial distributors, and are under our direct management. We have
relationships with approximately 700 of these Level One agents. We also have a
team of over 2,300 "Level-Two" agents, which are in-field retailers with their
own customer bases and strong sales strengths. In order to qualify as a
Level-Two agent a potential Level-Two agent must be recommended by one Level-One
counterpart, and is required to present a two-year proper sales record before
qualifying. We do not distribute or conduct sales outside of this two-tiered
system.
As for distribution abroad, we face mandatory governmental and
regulatory regulations to distribute our products abroad. These stipulations can
and may include registering with the proper government boards, provincial and
local regulatory bodies, and other various groups which monitor the distribution
of pesticide products.
Competition
We specialize in the manufacturing, sales and distribution of
herbicides and pesticides. We compete with other herbicide and pesticide for
distributors and customers, primarily in China. Our primary competitors in China
include Jiangsu Ludelai Co., Ltd., Hebei Xuanhua Pesticide Co., Ltd., Jiangsu
Nantong Jiangshan Pesticide Co., Ltd., and Dalian Raiser Chemurgy Co., Ltd
("DRC"). Mr. Zhengquan Wang, our Chief Executive Officer, Chief Financial
Officer and a Director, is the President and Chairman of the Board of DRC. Many
of the herbicide/pesticide companies with whom we compete, including those
listed herein, have greater financial and technical resources than those
available to us. Accordingly, these competitors may be able to spend greater
amounts on the manufacturing of pesticides and herbicides and also on research
and development of new products. In addition, they may be able to afford more
technical expertise in the development of new products. This competition could
result in competitors having herbicides and pesticides of greater quality and
interest to prospective customers. This competition could adversely impact our
ability to acquire additional customers.
8
Sources and Availability of Raw Materials
Our raw materials primarily consist of chemicals used to produce our
various herbicides and pesticides. Our primary suppliers of these chemicals
include Dalian Huachang Trade Corporation, Zhipeng Chemistry Corp., Dongfeng
Tianze Chemistry Corp., and Liangyang Baita Commodity Corp. All our products are
obtained domestically in China and are readily available.
Dependence on a Few Customers
Through our distributors we sell products to end users estimated to be
in the millions for use in the agricultural industry.
Intellectual Property
We have a Chinese patent and a PCT patent (PCT # 02128312.5) ), which
is a patent issued by the World Intellectual Property Organization pursuant to
the Patent Cooperation Treaty, on our Razesor pesticide. For our other products
we plan on applying for patents when and where applicable.
Government Approvals
All domestic herbicide and pesticide manufacturers in China will be
required to undergo a Good Manufacturing Practices Assessment in the next two
years. We believe this assessment process will significantly reduce the number
of herbicide and pesticide manufacturers from the current 2,000 to a group of
about 50-60 strong manufacturers. We believe we will be one of these
manufacturers. This will reduce the number of competitors in the domestic
industry.
As for distribution abroad, we face mandatory governmental and
regulatory regulations to distribute our products abroad. These stipulations can
and may include registering with the proper government boards, provincial and
local regulatory bodies, and other various groups which monitor the distribution
of pesticide products.
Government Regulation
The herbicide and pesticide industry in China is regulated by the State
Environmental Protection Administration of China, but the current regulations
are not stringent. As mentioned above, all companies in our industry will
undergo a GMP Assessment and we expect the regulation of our industry will
increase in the future, but we believe we will be able to meet these
requirements. The expected additional costs of future compliance has been
factored in by management going forward.
Environmental Compliance
Although we are aware of the impact our products have on the
environment and attempt to make environmentally-friendly products, we are not
currently heavily regulated in the China in terms of environmental compliance.
However, we expect these regulations to increase in the future and do not
believe we will have any material issues meeting any new environmental
compliance regulations in the future.
9
Employees
As of May 1, 2006, we employed a total of 128 full-time employees, 13
of which were executives, 10 are managers in charge of overseeing the 78
employees we employ that are engaged in manufacturing our products, 17 are
involoved in sales, and the remaining 10 are involved with human resources and
administration.
RISK FACTORS
Our manufacturing plants are located in China and our pesticide and
herbicide production, sale and distribution is subject to Chinese regulation.
Economic reforms adopted by the Chinese government have had a positive
effect on the economic development of the country, but the government could
change these economic reforms or any of the legal systems at any time. This
could either benefit or damage our operations and profitability. Some of the
things that could have this effect are: i) level of government involvement in
the economy; ii) control of foreign exchange; methods of allocating resources;
iv) international trade restrictions; and v) international conflict.
Additionally, as a pesticide and herbicide manufacturer located in China, we are
a state-licensed company and facility and subject to Chinese regulation and
environmental laws. The Chinese government has been active in regulating the
pesticide industry. If we were to lose our state-licensed status we would no
longer be able to manufacture herbicides or pesticides in China, which is our
sole operation.
We depend upon governmental laws and regulations that may be changed in
ways that hurt our business.
Our business and products are subject to government regulations
mandating the use of pesticides and herbicides in China and other countries.
Changes in the laws or regulations in China, or other countries we sell into,
that govern or apply to our operations could have a materially adverse effect on
our business. For example, the law could change so as to prohibit the use of
certain chemical agents in herbicides and pesticides. If our herbicides or
pesticides contained that chemical agent then such a change would reduce our
productivity of that product.
The Chinese government exerts substantial influence over the manner in
which we must conduct our business activities.
China only recently has permitted provincial and local economic
autonomy and private economic activities. Chinese government has exercised and
continues to exercise substantial control over virtually every sector of the
Chinese economy through regulation and state ownership. Our ability to operate
in China may be harmed by changes in its laws and regulations, including those
relating to taxation, import and export tariffs, environmental regulations, land
use rights, property and other matters. We believe that our operations in China
are in material compliance with all applicable legal and regulatory
requirements. However, the central or local governments of these jurisdictions
may impose new, stricter regulations or interpretations of existing regulations
that would require additional expenditures and efforts on our part to ensure our
compliance with such regulations or interpretations.
Accordingly, government actions in the future, including any decision
not to continue to support recent economic reforms and to return to a more
centrally planned economy or regional or local variations in the implementation
of economic policies, could have a significant effect on economic conditions in
China or particular regions thereof, and could require us to divest ourselves of
any interest we then hold in Chinese properties or joint ventures.
10
Future inflation in China may inhibit our activity to conduct business
in China.
In recent years, the Chinese economy has experienced periods of rapid
expansion and high rates of inflation. During the past ten years, the rate of
inflation in China has been as high as 20.7% and as low as -2.2%. These factors
have led to the adoption by Chinese government, from time to time, of various
corrective measures designed to restrict the availability of credit or regulate
growth and contain inflation. While inflation has been more moderate since 1995,
high inflation may in the future cause Chinese government to impose controls on
credit and/or prices, or to take other action, which could inhibit economic
activity in China, and thereby harm the market for our products.
Restrictions on currency exchange may limit our ability to receive and
use our revenues effectively.
The majority of our revenues will be settled in Renminbi and U.S.
Dollars, and any future restrictions on currency exchanges may limit our ability
to use revenue generated in Renminbi to fund any future business activities
outside China or to make dividend or other payments in U.S. dollars. Although
the Chinese government introduced regulations in 1996 to allow greater
convertibility of the Renminbi for current account transactions, significant
restrictions still remain, including primarily the restriction that
foreign-invested enterprises may only buy, sell or remit foreign currencies
after providing valid commercial documents, at those banks in China authorized
to conduct foreign exchange business. In addition, conversion of Renminbi for
capital account items, including direct investment and loans, is subject to
governmental approval in China, and companies are required to open and maintain
separate foreign exchange accounts for capital account items. We cannot be
certain that the Chinese regulatory authorities will not impose more stringent
restrictions on the convertibility of the Renminbi.
The value of our securities will be affected by the foreign exchange
rate between U.S. dollars and Renminbi.
The value of our common stock will be affected by the foreign exchange
rate between U.S. dollars and Renminbi, and between those currencies and other
currencies in which our sales may be denominated. For example, to the extent
that we need to convert U.S. dollars into Renminbi for our operational needs and
should the Renminbi appreciate against the U.S. dollar at that time, our
financial position, the business of the Company, and the price of our common
stock may be harmed. Conversely, if we decide to convert our Renminbi into U.S.
dollars for the purpose of declaring dividends on our common stock or for other
business purposes and the U.S. dollar appreciates against the Renminbi, the U.S.
dollar equivalent of our earnings from our subsidiaries in China would be
reduced.
We currently sell our pesticides in Bolivia, Vietnam, and Indonesia,
and we are subject to those countries regulations and the import/export policies
of those countries and China.
We currently sell our pesticides in Bolivia, Vietnam, and Indonesia and
are regulated in all those countries, including the regulation of what can and
cannot be contained in our herbicides and pesticides. If we fail to meet the
environmental regulation in any of these countries we could be prohibited from
selling our herbicides and/or pesticides in those countries. In addition, our
ability to export our products from China to these countries is subject to
international treaties and the laws of each of these countries. If those
treaties change or are terminated we may be prohibited from selling our products
in one or more of these countries.
11
Our business success largely relies on ability to operate our
Acetochlor manufacturing facility.
Our business is not diversified. Our success is largely dependent upon
our ability to operate our Acetochlor manufacturing facility. We do not
currently have other pesticides it produces in large quantities if we are unable
to effectively operate our Acetochlor facility and manufacture Acetochlor. We
also currently do not have other lines of business outside of the production of
pesticides to rely on if the pesticide business declines or if our Acetochlor
facility can not operate at full capacity or for any extended period of time.
We give no assurances that any plans for future expansion will be
implemented.
We plan on starting construction of a second Acetochlor manufacturing
facility with 10,000-ton annual output in 2006. However, we have not made any
definitive plans or signed any binding agreements to implement this expansion
strategy. We may decide to use operating income to finance these expenditures,
which would reduce our operating capital.
We have a limited operating history and limited historical financial
information upon which you may evaluate our performance.
We are in our early stages of development and face risks associated
with a new company in a growth industry. We may not successfully address these
risks and uncertainties or successfully implement our operating strategies. If
we fail to do so, it could materially harm our business to the point of having
to cease operations and could impair the value of our common stock to the point
investors may lose their entire investment. Even if we accomplish these
objectives, we may not generate positive cash flows or the profits we anticipate
in the future.
We will face a lot of competition, some of which may be better
capitalized and more experienced than us.
We face competition in the herbicide and pesticide industry. Although
we view ourselves in a favorable position vis-a-vis our competition, some of the
other herbicide and pesticide producing companies that sell into our markets may
be more successful than us and/or have more experience and money that we do.
This additional experience and money may enable our competitors to produce more
effective herbicides and/or pesticides and be sell their product with more
success than we are able to, which would decrease our sales.
Our business is largely subject to the uncertain legal environment in
China and your legal protection could be limited.
The Chinese legal system is a civil law system based on written
statutes. Unlike common law systems, it is a system in which precedents set in
earlier legal cases are not generally used. The overall effect of legislation
enacted over the past 20 years has been to enhance the protections afforded to
foreign invested enterprises in China. However, these laws, regulations and
legal requirements are relatively recent and are evolving rapidly, and their
interpretation and enforcement involve uncertainties. These uncertainties could
limit the legal protections available to foreign investors, such as the right of
foreign invested enterprises to hold licenses and permits such as requisite
business licenses. In addition, some of our executive officers and our directors
may be residents of China and not of the United States, and substantially all
the assets of these persons are located outside the U.S. As a result, it could
be difficult for investors to affect service of process in the United States, or
to enforce a judgment obtained in the United States against us or any of these
persons.
12
FINANCIAL INFORMATION
Selected Financial Data
SELECTED FINANCIAL DATA
-------------------------------------------------------------------
China Agro Sciences Corp. (1) For the Years Ended September 30,
-------------------------------------------------------------------
2005 2004 2003 (2)
------------ ---------- ------------- ---------- -----------
Statement of Operations Data:
------------------------------------
Total revenues $ - - -
Net income (loss) (900) (900) (1,200)
Balance Sheet Data:
------------------------------------
Current assets $ 85,137 74,537
Total assets 470,137 170,537
Current liabilities 1,400 900
Total liabilities
Total stockholders' equity
(deficit) 468,737 169,637
Total dividends per common share - 0 - - 0 -
(1) The selected financial data included in this Section is the
financial data for Ye Shun International, which, with its
subsidiary, Runze, contains all the operations of the merged
company, Dalian Holding Corp. (now China Agro Sciences Corp.).
(2) Contains information from April 15, 2002 (date of inception)
through September 30, 2003.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Our Management's Discussion and Analysis contains not only statements
that are historical facts, but also statements that 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). Forward-looking statements are, by their very
nature, uncertain and risky. These risks and uncertainties include
international, national and local general economic and market conditions;
demographic changes; our ability to sustain, manage, or forecast growth; our
ability to successfully make and integrate acquisitions; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; fluctuations and difficulty in
forecasting operating results; changes in business strategy or development
plans; business disruptions; the ability to attract and retain qualified
personnel; the ability to protect technology; and other risks that might be
detailed from time to time in our filings with the Securities and Exchange
Commission.
13
Although the forward-looking statements in this Current Report on Form
8-K reflect the good faith judgment of our management, such statements can only
be based on facts and factors currently known by them. Consequently, and because
forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements. You are urged to carefully
review and consider the various disclosures made by us in this report and in our
other reports as we attempt to advise interested parties of the risks and
factors that may affect our business, financial condition, and results of
operations and prospects.
Summary Overview
After the merger transaction between our subsidiary, Dalian Acquisition
Corp. ("Dalian"), and Dalian Holding Corp. ("DHC"), all of our operations are
conducted through our subsidiary, DHC, which conducts all of its operations
through its subsidiary, Ye Shun, and its wholly-owned subsidiary, Runze.
Therefore, since our relevant operations post merger are conducted through Ye
Shun and Runze the discussion herein relates to the operations of those two
entities.
Ye Shun is a Hong Kong registered enterprise that has its ownership in
Runze as its primary asset. Runze is a state-appointed pesticide manufacturer in
China. Through Runze, we specialize in the manufacturing of various pesticides
and herbicides, and we are the largest manufacture of the herbicide, Acetochlor,
in the country of China. We also manufacture three other herbicides and
pesticides. We primarily sell our products through two sources, one is directly
to provincial distributors that are under our direct control; and the second is
in-field retailers that have their own customer base. We are in the process of
selling and distributing our products in Bolivia, Vietnam and Indonesia.
Results of Operations
Introduction
During the year ended September 30, 2005, our primary business
consisted of investing in companies in industries that we considered to be in
growth industries. In August 2002, we acquired 25% of Runze's outstanding common
stock, and then acquired the remaining 75% in November 2005. Therefore, since
our ownership in Runze was only 25% as of September 30, 2005, Runze's financial
information was not consolidated with our financial statements for this period.
However, our financial statements for the three months ended December 31, 2005
are consolidated with Runze's since we acquired the remaining 75% of Runze's
common stock in November 2005. After our acquisition of the remaining 75% of
Runze's common stock our operations consisted of Runze's operations, which
consist of the in the manufacturing, production, sales, and distribution of
various herbicides and pesticides. During the quarter ended December 31, 2005
sales of these products generated approximately $986,000, primarily from sales
in China.
14
Year ended September 30, 2005 compared to year ended September 30, 2004
Revenues, Expenses and Loss from Operations
We had no revenue for the years ended September 30, 2005 or September
30, 2004. Our general and administrative expenses, and net loss for the years
ended September 30, 2005 and September 30, 2004, respectively, are as follows:
September 30, September 30, Percentage
2005 2004 Change
-- ----------------- --- ---------------- ----------------
Revenue $ - - N/A
General and Administrative Expenses 28,977 57,026 (49%)
Net Loss $ (28,977) (57,206) (49%)
As noted above, we did not have any revenues for the years ended
September 30, 2005 or 2004. Our general and administrative expenses for the year
ended September 30, 2005 consisted of $28,077 of loss from an unconsolidated
subsidiary and $900 in professional fees. Our general and administrative
expenses for the year ended September 30, 2004 consisted of $56,026 in loss from
an unconsolidated subsidiary and $900 in professional fees. Our net loss for
both the year ended September 30, 2005 and 2004 consisted entirely of our
general and administrative expenses.
Liquidity and Capital Resources
Introduction
During the year ended September 30, 2005 and 2004, we did not generate
positive operating cash flows. Cash totaled $24,052 and $74,537 at September 30,
2005 and 2004, respectively.
Our cash, current assets, total assets, current liabilities, and total
liabilities as of September 30, 2005 and 2004, respectively, are as follows:
September 30, September 30,
2005 2004 Change
- ------------------ ---------------- -----------------
Cash $ 24,052 74,537 50,485
Total Current Assets 74,137 74,537 400
Total Assets 74,137 102,614 28,477
Total Current Liabilities 1,400 900 500
Total Liabilities $ 1,400 900 500
15
Sources and Uses of Cash
Operations
We did not receive any cash from operations for the year ended
September 30, 2005. We used ($400) in cash for operating activities during this
period. We anticipate that both our cash generated from operations and used for
operations will increase as soon as the operations from Runze continue to
increase. Until that time we believe this figure will be fairly indicative our
cash generation and cash used for operations in a year period.
Investments
We did not receive any cash from, or use any cash for, investments
during the year ended September 30, 2005. During the year ended September 30,
2004, we did not receive any cash from investments, but we did use $96,000 in
cash for our investment in Runze in the year ended September 30, 2004.
Financing
During the year ended September 30, 2005 we paid our operating expenses
primarily with the money raised from the sale of our stock during previous
periods. During this period we did loan an unrelated third party $50,085,
payable on demand. We anticipate that we will have to continue to pay our
operating expenses out of the proceeds from financing activities until we begin
to realize a return from Runze's operations.
Three months ended December 31, 2005 compared to three months ended December 31,
2004
As noted above, Runze's operations and financial information is
included in this discussion of our financial results for the three months ended
December 31, 2005. The financial results for December 31, 2004 do not include
the results from Runze's operations since we only owned 25% of Runze's common
stock as of December 31, 2004.
Revenues, Expenses and Loss from Operations
Our revenue, general and administrative expenses, and net loss for the
three months ended December 31, 2005 and December 31, 2004, respectively, are as
follows:
December 31, December 31,
2005 2004
-- ----------------- ----------------
Revenue $ 986,894 -
Cost of Sales 727,743 -
General and Administrative Expenses 88,354 400
Net Profit (Loss) $ 169,038 (400)
16
Revenue
We had revenue of $986,894 for the three months ended December 31,
2005, compared to $0 for the three ended December 31, 2004. All $986,894 was a
result of sales of Runze's products to one customer. The customer is an
unrelated party.
Cost of Sales
We had cost of sales of $727,743 for the three months ended December
31, 2005, compared to $0 for the same period one year earlier. All our cost of
sales for the three months ended December 31, 2005 are related to the
manufacturing and distribution of Runze's products for sale.
General and Administrative Expenses
Our general and administrative expenses for the three months ended
December 31, 2005 were $88,354, which consisted primarily of salaries of $
6,828, depreciation of $63,629, property tax of $9,971, utilities of $3,676, and
insurance expense of $2,552.
Net Profit (Loss)
Our net profit (loss) for the three months ended December 31, 2005 was
$169,038, compared to ($400) for the three months ended December 31, 2004. For
the three months ended December 31, 2005, our net gain was primarily
attributable to Runze's sales of products totaling $986,894. Our largest expense
during this time was our cost of sales of $727,743.
Liquidity and Capital Resources
Introduction
Our cash, current assets, total assets, current liabilities, and total
liabilities as of December 31, 2005 and 2004, respectively, are as follows:
December 31, December 31,
2005 2004 Change
------------------ ---------------- ------------------
Cash $ 44,614 74,137 29,523
Total Current Assets 5,048,850 74,137 4,974,713
Total Assets 10,950,817 102,214 10,848,603
Total Current Liabilities 7,425,502 1,400 7,424,102
Total Liabilities $ 7,742,840 1,400 7,741,440
Sources and Uses of Cash
Operations
Our net cash provided from operating activities was $13,654 for the
three months ended December 31, 2005. Our inventories accounted for $4,486,960
in our operations. This inventory consists of raw materials totaling $125,948,
work in process totaling $411,359, and finished goods totaling $4,075,220. Our
accounts payable were ($4,527,473), which were primarily attributable to our raw
materials. During this period we were able to finance our operations primarily
through the sale of Runze's herbicides and pesticides.
17
Investments
We used ($87,489) in net cash for investments during the three months
ended December 31, 2005. This was primarily attributable to the acquisition of
property and equipment.
Financing
During the three months ended December 31, 2005, we had a loan from an
affiliated company, Dalian Raiser Chemurgy Co., Ltd., totaling $79,137. This is
a non-interest bearing loan and is payable upon demand.
Debt Instruments, Guarantees, and Related Covenants
During the three months ended December 31, 2005, we had a loan from an
affiliated company, Dalian Raiser Chemurgy Co., Ltd., totaling $79,137. This is
a non-interest bearing loan and is payable upon demand.
Off Balance Sheet Contracts
We have no off-balance sheet contracts that are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is deemed by our management to be
material to investors.
Critical Accounting Issues
The preparation of our financial statements in conformity with
accounting principles generally accepted in the United States of America
requires our management to make certain 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. As such, in
accordance with the use of accounting principles generally accepted in the
United States of America, our actual realized results may differ from
management's initial estimates as reported. A summary of our significant
accounting policies are located in the notes to the financial statements which
are an integral component of this filing.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements that are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is deemed by our management to be
material to investors.
DESCRIPTION OF PROPERTY
Our executive offices in the United States are not yet open. Currently
our operations are conducted out of the offices of our manufacturing facility
owned by Runze, our subsidiary, located in the city of ZhuangHe, LiaoNing
Province, China. The manufacturing facility is approximately 128,291 square
feet, with 2,000 square feet being used for our executive offices. We own this
facility and therefore do not make any rent payments on this facility.
18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the closing of the Merger,
certain information with respect to the Company's equity securities owned of
record or beneficially by (i) each Officer and Director of the Company; (ii)
each person who owns beneficially more than 10% of each class of the Company's
outstanding equity securities; and (iii) all Directors and Executive Officers as
a group.
Common Stock
Title of Class Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class (1)
-------------------- ------------
Common Stock Zhengquan Wang (2)(3) 16,000,000 (4) 80.0% (4)
Common Stock John C. Leo (2) 700,000 (5) 3.5% (4)
c/o American Union Securities, Inc.
100 Wall Street, 15th Floor
New York, NY 10005
Common Stock All Directors and Officers 16,700,000 (4)(5) 83.5% (4)(5)
As a Group (2 persons)
(1) Unless otherwise indicated, based on 20,000,000 shares of common
stock issued and outstanding following the Merger. Shares of common
stock subject to options or warrants currently exercisable, or
exercisable within 60 days, are deemed outstanding for purposes of
computing the percentage of the person holding such options or
warrants, but are not deemed outstanding for the purposes of
computing the percentage of any other person.
(2) Indicates one of our officers or directors.
(3) Unless indicated otherwise, the address of the shareholder is 101
Xinanyao Street, Jinzhou District, Dalian, Liaoning Province, PRC
116100.
(4) Includes 3,000,000 shares held by Xiufen Bi, 3,000,000 shares held
by Qiming Wang, 2,000,000 shares held by Yinghua Wang, and 2,000,000
shares held by Feng Yang, Mr. Wang's spouse, son, daughter, and
son-in-law, respectively.
(5) Includes 600,000 shares of common stock held of record by American
Union Securities, Inc., of which Mr. Leo is the President and
controlling shareholder.
The issuer is not aware of any person who owns of record, or is known
to own beneficially, five percent or more of the outstanding securities of any
class of the issuer, other than as set forth above. There are no classes of
stock other than common stock issued or outstanding. Other than as set forth
herein, there are no options, warrants, or other rights to acquire common stock
outstanding.
19
There are no current arrangements which will result in a change in
control.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the current
directors and executive officers of the Company, the principal offices and
positions with the Company held by each person and the date such person became a
director or executive officer of the Company. The executive officers of the
Company 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)
--------------------------------- ---------- -------------------------------------------------------
Zhengquan Wang 63 Chief Executive Officer, Chief Financial Officer and
Director (2006)
John C. Leo 41 Secretary and Director (2006)
Zhengquan Wang was born on July 18, 1942. Mr. Wang is currently a
professor emeritus at the Shenyang Agricultural University. From 1993 through
2002, he served as chairman of the board of Dalian Ruize Pesticides, Inc. From
2002 to the present, he has been serving as the president and chairman of Dalian
Runze Chemurgy Co., Ltd. His duties include overseeing day to day operations
along with being the chief research architect of new products. At Dalian
University, he specialized in the research of chemical and dye material
production. His research has lead to the development of products and production
processes that have been nationally recognized as new technical products. He has
also been recognized by the Liaoning province for "Outstanding New Product"
awards, the office of Liaoning province of Petrochemicals, and by other
scientific and technology profession journals and publications. Mr. Wang
currently acts as senior level engineering advisor to the Dalian Municipal
People's Congress, the Liaoning Provincial Party Committee, and other provincial
government expert advisory boards. He serves also on the board of the China
Institute of Pesticides, the China Industrial Chemicals Association, and the
China Pesticide Professionals Committee.
John C. Leo is the founder and president of American Union Securities,
Inc. ("AUS"), which is a full service investment banking firm registered with
the Securities and Exchange Commission, the National Association of Securities
Dealers, and the Securities Investor Protection Corporation. AUS works with both
domestic and foreign issuers, with specific expertise in identifying profitable
private companies in China that have the potential to be successful public
companies in the United States. AUS has a core focus and expertise in reverse
merger transactions and private placement financings. Prior to starting AUS, Mr.
Leo was the founder and managing member of Venture Capital Partners, LLC
("VCP"), a private merchant banking and consulting firm. VCP provided various
advisory services to late-stage private companies and small to mid-sized public
companies. These services included advising on the structure of equity and debt
financing, establishing strategic relationships, providing introductions to
investment banks and research analysts, and assisting in the selection of board
members. From 1996 through 2001, Mr. Leo worked as a market maker trading Pink
Sheet, over-the-counter Bulletin Board, and NASDAQ-listed securities as well as
IPO's. He was a registered principal and OTC trader with AM Capital and M.H.
Meyerson. At these firms, Mr. Leo was responsible for executing orders for
non-market makers as well as position trading for the firms' proprietary
accounts. While at M.H. Meyerson, between 1997 and 2001, Mr. Leo ran a
profitable trading desk for 16 consecutive quarters. Mr. Leo traded long and
short positions, used technical analysis and hedging techniques, along with
short-term charting trends to make investment decisions.
20
Mr. Leo has an extensive background in securities trading and the
financial transaction business. He became a registered representative in 1987
focusing on raising capital for IPO's and reverse merger transactions, as well
as private placements and secondary offerings. From 1987 through 1994, Mr. Leo
was registered with Wolf Financial Group, a New York-based investment bank and
brokerage firm. In addition to Mr. Leo's hands-on experience both structuring
and trading primary securities, he has significant experience managing
compliance matters. Mr. Leo graduated from Rollins College with a degree in
psychology. Mr. Leo maintains the following NASD registrations: Series 7, 63, 55
and 24.
Mr. Leo serves on the board of the following public companies: Goldtech
Mining Corp., China International Enterprises Corp., Central American Equities,
Inc.,, and DK Investors, Inc.
Board Meetings and Committees
During the fiscal years ended December 31, 2005 and 2004, the Board of
Directors did not meet, but did take action by unanimous written consent on
several occasions.
Audit Committee
We do not currently have an audit committee financial expert.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, none of the required parties are delinquent
in their 16(a) filings.
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.
EXECUTIVE COMPENSATION
None of our employees are subject to a written employment agreement.
Our president elected to forego a salary during the early developmental stages,
and also provided office space. We estimate the value of these services to be
$6,000 for each year for the years ended December 31, 2005 and 2004. As of
December 31, 2005 we did not have any amounts owed to our president as he
elected to forgive any outstanding amounts he was owed and to forego a salary
until further notice.
21
On May 15, 2001, our directors and shareholders approved the M-GAB,
Inc. 2001 Stock Option Plan, effective June 1, 2001. 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 allows for the award of stock and options, up to
600,000 shares of our common stock. In November 2003, we agreed to issue options
to acquire 600,000 shares under the Plan to our two independent directors;
however, in accordance with the rules governing business development companies,
these options could not be issued until approved by the Commission. We
previously filed an Application For an Order Pursuant to Section 61(a)(3)(B) of
The Investment Company Act of 1940 to Permit the Issuance of Stock Options to
Non-Interested Directors. With our decision to terminate our status as a
business development company we withdrew this application.
The Summary Compensation Table shows certain compensation information
for services rendered in all capacities for the fiscal years ended December 31,
2004 and 2003. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.
Annual Compensation Long Term Compensation
------------------------------------ ---------------------------------------------------------
Awards Payouts
------------------------------ -----------------------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Salary Bonus Compensation Awards Options SARs Payouts Compensation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
Carl M. Berg 2005 -0- -0- $-0- -0- -0- -0- -0-
Chairman, President, 2004 -0- -0- $-0- -0- -0- -0- -0-
Secretary, Treasurer
Kevin J. Gadawski 2005 -0- -0- $5,000 (2) -0- -0- -0- -0-
Director 2004 -0- -0- $5,000 (3) -0- -0- -0- -0-
Mark Stewart 2005 -0- -0- $-0- -0- -0- -0- -0-
Director 2004 -0- -0- $-0- -0- -0- -0- -0-
(1) This amount was accrued until March 26, 2004, when Mr. Berg elected
for forgive all amounts owed to him, as well as any future salary
until further notice.
(2) As of December 31, 2005, Mr. Gadawski received $3,750 of this
amount. The other $1,250 has been accrued.
(3) Mr. Gadawski received $2,500 of this amount in the year end December
31, 2004. The other $2,500 was paid in the year ended December 31,
2005.
22
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
Number of Securities Percent of Total
Underlying Options/SARs Granted Exercise or
Options/SARs Granted to Employees In Fiscal Base Price
Name (#) Year ($/Sh) Expiration Date
Carl M. Berg -0- N/A N/A N/A
Kevin J. Gadawski -0- N/A N/A N/A
Mark Stewart -0- N/A N/A N/A
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Value of Unexercised
Number of Unexercised In-The-Money
Shares Acquired Securities Underlying Option/SARs
On Value Options/SARs at FY-End at FY-End
Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
Carl M. Berg N/A N/A N/A N/A
Kevin J. Gadawski N/A N/A N/A N/A
Mark Stewart N/A N/A N/A N/A
Compensation of Directors
In November 2003, we agreed to issue to each of Mr. Gadawski and Mr.
Stewart options to acquire 300,000 shares of our common stock for serving as
directors of the Corporation. Each of Mr. Gadawski and Mr. Stewart agreed to
terminate any rights they had to these options effective at the time of the
Merger.
In addition, we have agreed to pay Mr. Gadawski $1,250 per quarter for
additional consulting services.
Mr. Berg has not received any compensation for serving as a director.
Other than as set forth herein, no compensation has been given to any of the
directors, although they may be reimbursed for any pre-approved out-of-pocket
expenses.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 20, 2001, our founder, Carl M. Berg, purchased 2,550,000
shares of common stock for $255.00. On April 20, 2001, Sadie, LLC, an entity
wholly-owned and controlled by Mr. Berg, purchased 3,000,000 shares of common
stock for $300.00. Also on April 20, 2001, Brian A. Lebrecht, our legal counsel,
purchased 450,000 shares of common stock for $45.00. The total purchase price
from these transactions was $600.00.
23
We historically engaged one of our shareholders, Mr. Lebrecht, as our
corporate counsel. For the twelve months ended December 31, 2004, we did not
incur any legal fees to Mr. Lebrecht's law firm since he has agreed to forego
all fees for legal services related to our Company until further notice. Prior
to this agreement, we incurred fees related to legal services and out of pocket
costs to Mr. Lebrecht's firm of $37,730 for the twelve months ended December 31,
2003. However, Mr. Lebrecht agreed to forgive amounts due to his law firm in
2004. We are unsure whether or not Mr. Lebrecht's firm will continue as counsel
to the Company.
Our President, Mr. Berg, has elected to forego a salary during our
early development stages. He also provided office space for us. We estimate the
value of these services to be $6,000 per year for the twelve months ended
December 31, 2004 and 2003. As of December 31, 2004, we did not have any amounts
owed to Mr. Berg as he has agreed to forgive all amounts we owed to him until
further notice. In addition, one of our directors, Mr. Gadawski, provides
consulting services to us. The services of Mr. Berg and Mr. Gadawski ended at
the time of the Merger.
In November 2003, we agreed to issue to each of Mr. Gadawski and Mr.
Stewart options to acquire 300,000 shares of our common stock for serving as
directors of the Corporation. Each of Mr. Gadawski and Mr. Stewart agreed to
terminate any rights they had to these options effective at the time of the
Merger.
On May 1, 2006, pursuant to the DHC merger transaction discussed
herein, we issued an aggregate of 13,449,488 shares of common stock of our
common stock to the shareholders of DHC, all restricted in accordance with Rule
144.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $0.001, and 5,000,000 shares of preferred stock, par value
$0.001. As of May 4, 2006, there are 20,000,000 shares of our common stock
issued and outstanding, and no shares of our preferred stock issued or
outstanding.
Common Stock. Each shareholder of our common stock is entitled to a pro
rata share of cash distributions made to shareholders, including dividend
payments. The holders of our common stock are entitled to one vote for each
share of record on all matters to be voted on by shareholders. There is no
cumulative voting with respect to the election of our directors or any other
matter. Therefore, the holders of more than 50% of the shares voted for the
election of those directors can elect all of the directors. The holders of our
common stock are entitled to receive dividends when and if declared by our Board
of Directors from funds legally available therefore. Cash dividends are at the
sole discretion of our Board of Directors. In the event of our liquidation,
dissolution or winding up, the holders of common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of our liabilities and after provision has been made for each class of stock, if
any, having any preference in relation to our common stock. Holders of shares of
our common stock have no conversion, preemptive or other subscription rights,
and there are no redemption provisions applicable to our common stock.
24
Dividend Policy. We have never issued any dividends and do not expect
to pay any stock dividend or any cash dividends on our common stock in the
foreseeable future. We currently intend to retain our earnings, if any, for use
in our business. Any dividends declared on our common stock in the future will
be at the discretion of our Board of Directors and subject to any restrictions
that may be imposed by our lenders.
Preferred Stock. We are authorized to issue 5,000,000 shares of
preferred stock, par value $0.001. We have not issued, nor established any
series for, any of our preferred stock. The availability or issuance of
preferred shares in the future could delay, defer, discourage or prevent a
change in control.
Stock Option Plan. On May 15, 2001, our directors and shareholders
approved the M-GAB Development Corporation 2001 Stock Option Plan, effective
June 1, 2001 ("2001 Plan"). 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
allows for the award of stock and options, up to 600,000 shares of our common
stock. In November 2003, we agreed to issue options to acquire 600,000 shares
under the Plan to our two independent directors; however, these option issuances
were cancelled pursuant to the DHC merger transaction.
On May 27, 2004, our directors and shareholders approved the M-GAB
Development Corporation 2004 Omnibus Securities Plan (2004 Plan"). The 2004 Plan
limited the aggregate number of shares that can issue under the plan to 650,000
shares. Each award under the 2004 Plan was to be evidenced by a Stock Purchase
Agreement; each agreement will establish the vesting requirements and the
maximum term of the options granted. We did not issue, or agree to issue, any
stock or options under the 2004 Plan.
Pursuant to the DHC merger transaction we cancelled both the 2001 Plan
and the 2004 Plan.
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
During the quarter ended March 31, 2005, a market maker filed an
application to list our securities on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. On October 10, 2005, we were informed by
the NASD that our common stock was approved by the NASD for trading on the OTC
Bulletin Board Our trading symbol is MGBD. Following the DHC merger transaction
and our name change our trading symbol changed to CHAS. Our common stock has
traded very minimal amounts since we were listed on the OTC Bulletin Board and
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.
25
Fiscal Year Bid Prices
Ended ----------------------------
December 31, Period High Low
--------------------- ----------------------------- ---------- ----------
2003 First Quarter N/A N/A
Second Quarter N/A N/A
Third Quarter N/A N/A
Fourth Quarter N/A N/A
2004 First Quarter N/A N/A
Second Quarter N/A N/A
Third Quarter N/A N/A
Fourth Quarter N/A N/A
2005 First Quarter N/A N/A
Second Quarter N/A N/A
Third Quarter N/A N/A
Fourth Quarter $ - $ -
2006 First Quarter (through $ - $ -
March 31, 2006)
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
which 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.
There are currently no outstanding options or warrants to purchase, or
securities convertible into, shares of our common stock. The warrants and stock
options that were previously issued by us were cancelled pursuant to the terms
of the DHC transaction.
The number of holders of record of shares of our common stock is one
hundred fifty three (150).
There have been no cash dividends declared on our common stock.
Dividends are declared at the sole discretion of our Board of Directors.
As noted above, our directors and shareholders had approved the 2001
Plan and the 2004 Plan but both these Plans were cancelled pursuant to the terms
of the DHC merger agreement.
LEGAL PROCEEDINGS
We are not a party to or otherwise involved in any legal proceedings.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There is no disclosure required under this item.
26
RECENT SALES OF UNREGISTERED SECURITIES
On May 1, 2006, pursuant to the DHC merger transaction discussed
herein, we issued an aggregate of 13,449,488 shares of common stock of our
common stock to the shareholders of DHC, all restricted in accordance with Rule
144.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article X of our Articles of Incorporation provides that, to the
fullest extent permitted by law, no director or officer shall be personally
liable to the corporation or its shareholders for damages for breach of any duty
owed to the corporation or its shareholders. In addition, the corporation shall
have the power, in its Bylaws or in any resolution of its stockholders or
directors, to indemnify the officers and directors of this corporation against
any liability as may be determined to be in the best interests of this
corporation, and in conjunction therewith, to buy, at this corporation's
expense, policies of insurance.
Our bylaws do not further address indemnification, and there are no
resolutions of our shareholders or directors which address indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On May 1, 2006, pursuant to the DHC merger transaction discussed
herein, we issued an aggregate of 13,449,488 shares of common stock of our
common stock to the shareholders of DHC, all restricted in accordance with Rule
144. The issuance was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Reference is made to the disclosure set forth under Item 2.01 of this
report, which disclosure is incorporated herein by reference.
As a result of the closing of the transaction with China Agro, the
former stockholders of M-GAB own 1.5% of the total outstanding shares of our
capital stock and 1.5% total voting power of all our outstanding voting
securities.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
In connection with the closing of the reverse acquisition of M-GAB (as
described in Item 2.01 of this report), as of May 1, 2006, Carl Berg tendered
his resignation as our director, and sole officer. In addition, Mark Stewart and
Kevin Gadawski resigned as directors on the same date.
27
On May 1, 2006, in connection with the closing of the reverse
acquisition, Zhengquan Wang was appointed as a director and our Chief Executive
Officer and Chief Financial Officer, and John C. Leo was appointed as a director
and our Secretary.
For certain biographical and other information regarding the newly
appointed officers and directors, see the disclosure under Item 2.01 of this
report, which disclosure is incorporated herein by reference.
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
On March 15, 2006, our Board of Directors adopted resolutions amending
Article 1 of our Articles of Incorporation to change our name to China Agro
Sciences Corp. The amendment was effective on May 1, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Filed herewith are the following: i) audited financial statements of
China Agro Sciences Corp. (formerly DHC Holding Corp.) from March 9, 2006 (the
date of inception) to March 31, 2006; ii) audited financial statements of Ye
Shun International for the year ended September 30, 2005; and iii) the unaudited
consolidated financial statements of Ye Shun International for the three months
ended December 31, 2005.
(b) Pro forma financial information
There is no pro forma financial information filed herewith. We will
file pro forma financial information for China Agro Sciences Corp., if
required..
(c) Exhibits
3.1(1) Articles of Incorporation of M-GAB Development Corporation
3.2(1) Bylaws of M-GAB Development Corporation
3.3 Articles of Amendment to Articles of Incorporation Changing Name to
China Agro Sciences Corp.
3.4 Articles of Merger Merging DaLian Acquisition Corp. into China Agro
Sciences Corp.
10.1(2) Agreement and Plan of Merger dated March 15, 2006
10.2 Extension of Closing Date
10.3 Agreement to Terminate Warrants dated April 28, 2006 by and between
Clark Johnson and M-GAB Development Corporation
10.4 Agreement to Terminate Warrants dated April 28, 2006 by and between
AMRES Holding, LLC and M-GAB Development Corporation
28
10.5 Agreement to Terminate Options dated April 28, 2006 by and between
Kevin Gadawski and M-GAB Development Corporation
10.6 Agreement to Terminate Options dated April 28, 2006 by and between
Mark Stewart and M-GAB Development Corporation
10.7 Form N-54C
(1) Incorporated by reference from our Registration Statement on Form
SB-2 filed with the Commission on August 31, 2001.
(2) Incorporated by reference from our Current Report on Form 8-K filed
with the Commission on March 17, 2006.
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 5, 2006 China Agro Sciences Corp.,
a Florida corporation
/s/ Zhengquan Wang
---------------------------------------
By: Zhengquan Wang
Its: Chief Executive Officer
30
CHINA AGRO SCIENCES CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2006
CHINA AGRO SCIENCES CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2006
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm......................1
Balance Sheet................................................................2
Statement of Operations and Accumulated (Deficit)............................3
Statement of Cash Flows......................................................4
Notes to Financial Statements................................................5
Report of Independent Registered Public Accounting Firm
To the Board of Directors
China Agro Sciences Corp.:
(A Development Stage Company)
We have audited the accompanying balance sheet of China Agro Sciences
Corp. (a Florida Corporation in the Development Stage) as of March 31, 2006, and
the related statements of operations and accumulated (deficit), and cash flows
for the period from March 9, 2006 (Date of Inception) to March 31, 2006. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the 2006 financial statements referred to above present
fairly, in all material respects, the financial position of China Agro Sciences
Corp. (A Development Stage Company) as of March 31, 2006, and the results of
their operations and cash flows for the period from March 9, 2006 (Date of
Inception) to March 31, 2006 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and is in a working capital deficit position that raises substantial doubt about
its ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Lodi, New Jersey
May 1, 2006
CHINA AGRO SCIENCES CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2006
ASSETS
------
CURRENT ASSETS
Cash $ --
----------
Total Current Assets --
Total Assets $ --
==========
LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)
------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 500
----------
Total Current Liabilities 500
STOCKHOLDERS' (DEFICIENCY)
Accumulated (deficit) (500)
----------
Total Stockholders' (Deficiency) (500)
Total Liabilities and Stockholders' (Deficiency) $ --
==========
See notes to financial statements.
F-2
CHINA AGRO SCIENCES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND ACCUMULATED (DEFICIT)
FOR THE PERIOD FROM MARCH 9, 2006
(DATE OF INCEPTION) TO MARCH 31, 2006
REVENUE $ --
----------
GENERAL AND ADMINISTRATIVE EXPENSES
Professional fees 500
----------
Total General and Administrative Expenses 500
NET (LOSS) AND ACCUMULATED (DEFICIT) ($ 500)
==========
See notes to financial statements.
F-3
CHINA AGRO SCIENCES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 9, 2006
(DATE OF INCEPTION) TO MARCH 31, 2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) ($ 500)
Changes in assets and liabilities:
Accrued expenses 500
----------
Net Cash Provided by Operating Activities --
----------
INCEASE IN CASH --
----------
CASH - BEGINNING OF PERIOD --
----------
CASH - ENDING OF PERIOD $ --
==========
See notes to financial statements.
F-4
CHINA AGRO SCIENCES CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY
The Company was incorporated in the state of Florida on March 9,
2006. It intends to manufacture and sell pesticides. The Company has
not earned any revenue from operations. Accordingly, the Company's
activities have been accounted for as those of a "Development Stage
Enterprise", as set forth in Statement of Financial Accounting
Standards No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7
are that the Company's financial statements disclose activity since
the date of inception.
ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual
method of accounting.
DEFERRED INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 ("SFAS 109") which requires
that deferred tax assets and liabilities be recognized for future tax
consequences attributable to differences between financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases. In Addition, SFAS 109 requires recognition of
future tax benefits, such as carryforwards, to the extent that
realization of such benefits is more likely than not and that a
valuation allowance be provided when it is more likely than not that
some portion of the deferred tax asset will not be realized.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern that
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has not established any
source of revenue to cover its operating costs. If the Company is
unable to obtain revenue producing contracts or financing, or if the
revenue or financing it does obtain is insufficient to cover any
operating losses it may incur, it may substantially curtail or
terminate its operations or seek other business opportunities through
strategic alliances, acquisitions or other arrangements that may
dilute the interests of existing stockholders.
NOTE 3 - INCOME TAXES
The Company has a deferred tax asset of approximately $186 resulting
from available net operating loss carryforwards, for which a
valuation allowance has been provided. The Company has available net
operating loss carryforwards for tax purposes of approximately $533
which will expire in 2025.
NOTE 4 - SUBSEQUENT EVENTS
In April 2006, the Company entered into an agreement to purchase 100%
of issued and outstanding common stock of Ye Shun International
(Group) Co., Ltd.
In April 2006, the Company entered into an agreement to merge with
Dalian Acquisition Corp. (a Florida corporation) and become a wholly
owned subsidiary.
F-5
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm......................1
Balance Sheets...............................................................2
Statements of Operations.....................................................3
Statements of Changes in Stockholders' Equity (Deficit)......................4
Statements of Cash Flows.....................................................5
Notes to Financial Statements................................................6
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Ye Shun International (Group) Co., Ltd.:
We have audited the accompanying balance sheets of Ye Shun International
(Group) Co., Ltd. (a development stage company) for the years ended September
30, 2005 and 2004, and the related statements of operations, changes in
stockholders' equity (deficit), and cash flows for the years ended September 30,
2005 and 2004 and for the period from April 15, 2002 (date of inception) to
September 30, 2005. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the 2005 and 2004 financial statements referred to above
present fairly, in all material respects, the financial position of Ye Shun
International (Group) Co., Ltd. as of September 30, 2005 and 2004, and the
results of their operations and cash flows for the years ended September 30,
2005 and 2004 and for the period from April 15, 2002 (date of inception) to
September 30, 2005 in conformity with accounting principles generally accepted
in the United States of America.
Lodi, New Jersey
April 27, 2006
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
SEPTEMBER 30,
ASSETS
2005 2004
------------ ------------
CURRENT ASSETS
Cash $ 24,052 $ 74,537
Loan receivable 50,085 --
------------ ------------
Total Current Assets 74,137 74,537
Investment in unconsolidated subsidiary -- 28,077
------------ ------------
Total Assets $ 74,137 $ 102,614
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,400 $ 900
------------ ------------
Total Current Liabilities 1,400 900
STOCKHOLDERS' EQUITY 72,737 101,714
------------ ------------
Total Liabilities and Stockholders' Equity $ 74,137 $ 102,614
============ ============
See notes to financial statements.
F-2
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Period
From April 15,
2002 (Date of
For the Years Ended Inception) to
September 30, September 30,
2005 2004 2005
------------ ------------ ------------
REVENUE $ -- $ -- $ --
GENERAL AND ADMINISTRATIVE EXPENSES
Professional fees 900 900 3,000
Loss from unconsolidated subsidiary 28,077 56,126 84,203
------------ ------------ ------------
Total General And Administrative Expenses 28,977 57,026 87,203
------------ ------------ ------------
NET LOSS ($ 28,977) ($ 57,206) ($ 87,203)
============ ============ ============
See notes to financial statements.
F-3
YE SHUN INTERNATINAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM APRIL 15, 2002
(DATE OF INCEPTION) TO SEPTEMBER 30, 2005
DEFICIT
ACCUMULATED
DURING
COMMON DEVELOPMENT
STOCK STAGE TOTAL
------------ ------------ ------------
Balance - April 15, 2002 $ -- $ -- $ --
(date of inception)
Sales Of common stock 100,000 -- 100,000
Net loss -- (707) (707)
------------ ------------ ------------
Balance - September 30, 2002 100,000 (707) 99,293
Net loss -- (12,290) (12,290)
------------ ------------ ------------
Balance - September 30, 2003 100,000 (12,997) 87,003
Sales of common stock 71,737 -- 71,737
Net loss -- (57,026) (57,026)
------------ ------------ ------------
Balance - September 30, 2004 171,737 (70,023) 101,714
Net loss -- (28,977) (28,977)
------------ ------------ ------------
Balance - September 30, 2005 $ 171,737 $ (99,000) $ 72,737
============ ============ ============
See notes to financial statements.
F-4
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Period
From April 15,
2002 (Date of
For the Years Ended Inception) to
September 30, September 30,
2005 2004 2005
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($ 28,977) ($ 57,026) ($ 87,203)
Adjustments to reconcile net loss to net cash
used in operating activities:
Loss from unconsolidated subsidiary 28,077 56,126 84,203
Changes in assets and liabilities:
Accounts payable and accrued expenses 500 500 1,400
------------ ------------ ------------
Net Cash Used In Operating Activities (400) (400) (1,600)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in subsidiary -- (96,000) (96,000)
------------ ------------ ------------
Net Cash Used In Investing Activities -- (96,000) (96,000)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution -- 71,737 171,737
Loan receivable (50,085) -- (50,085)
------------ ------------ ------------
Net Cash Provided (Used) By Financing
Activities (50,085) 71,737 121,652
------------ ------------ ------------
NET INCEASE (DECREASE) IN CASH (50,485) (24,663) 24,052
CASH - BEGINNING OF PERIOD 74,537 99,200 --
------------ ------------ ------------
CASH - END OF PERIOD $ 24,052 $ 74,537 $ 24,052
============ ============ ============
See notes to financial statements.
F-5
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Ye Shun International (Group) co., Ltd. (the "Company") was
incorporated on April 15, 2002 under the Hong Kong Companies
Ordinance (Chapter 32). The sole business purpose of the Company is
to invest in companies located in mainland China.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION-DEVELOPMENT STAGE COMPANY
The Company has not earned any revenue since inception.
Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Enterprise", as set forth in
Financial Accounting Standards Board Statement No.7 ("SFAS 7").
Among the disclosures required by SFAS 7 are that the Company's
financial statements be identified as those of a development stage
company and that the statements of income, stockholders' equity and
cash flows disclose activity since the date of the Company's
inception.
ACCOUNTING METHODS
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a fiscal year ending
on September 30th.
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
DEFERRED INCOME TAXES
The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109 ("SFAS 109") which
requires that deferred tax assets and liabilities be recognized for
future tax consequences attributable to differences between
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. In addition, SFAS 109
requires that recognition of future tax benefits, such as
carryforwards, to the extent that realization of such benefits is
more likely than not and a valuation allowance be provided when it
is more likely than not that some portion of the deferred tax
assets will not be realized.
F-6
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004
NOTE 3 - INVESTMENT IN UNCONSOLIDATED SUBSIDIARY
In August 2002, the Company invested $96,000 in Dalian Runze
Chemurgy Co., Ltd ("Runze") located in mainland China, acquiring
25% of Runze's outstanding stocks. Based on the Company's
percentage of interest in Runze, the Company reported Runze's
operating results by using the equity method.
NOTE 4 - LOAN RECEIVABLE
The loan was made to an unrelated third party, is non-interest
bearing and due upon demand.
NOTE 5 - SUBSEQUENT EVENT
In November 2005, the Company invested $289,000 in Runze, acquiring
Runze's remaining 75% outstanding stock.
In April 2006, the Company entered into an agreement to sell 100%
of its issued and outstanding common stock to China Agro Sciences
Corp.
F-7
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm......................1
Balance Sheets...............................................................2
Statements of Operations.....................................................3
Statements of Changes in Stockholders' Equity (Deficit)......................4
Statements of Cash Flows.....................................................5
Notes to Financial Statements................................................6
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Ye Shun International (Group) Co., Ltd.:
We have reviewed the accompanying balance sheet of Ye Shun International
(Group) Co., Ltd. (a development stage company) as of December 31, 2005, and the
related statements of operations, changes in stockholders' equity (deficit), and
cash flows for the three months ended December 31, 2005 and 2004 and for the
period from inception (April 15, 2002) to December 31, 2005 in accordance with
the standards of the Public Accounting Oversight Board (United States). All
information included in these financial statements is the representation of the
management of Ye Shun International (Group) Co., Ltd.
A review consists principally of inquiries of company personnel and
analytical procedures applied to financial data. It is substantially in scope
than an examination in accordance with the standards of the Public Accounting
Oversight Board, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.
Lodi, New Jersey
April 27, 2006
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
December 31, 2005 September 30, 2005
Unaudited Audited
CURRENT ASSETS
Cash $ 44,614 $ 74,137
Inventories 4,612,527 --
Prepaid taxes 307,434 --
Advances to vendors 7,578 --
Loan receivable 50,085 --
Other current assets 26,612 --
----------- -----------
Total Current Assets 5,048,850 74,137
----------- -----------
INVESTMENT IN UNCONSOLIDATED SUBSIDIARY -- 28,077
----------- -----------
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED
DEPRRECIATION 5,901,967 --
----------- -----------
Total Assets $10,950,817 $ 102,214
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 5,957,258 $ --
Due to affiliated company 1,459,291
Accrued expenses and sundry current liabilities 8,953 1,400
----------- -----------
Total Current Liabilities 7,425,502 1,400
LONG-TERM DEBT 317,338 --
STOCKHOLDERS' EQUITY 3,207,977 100,814
----------- -----------
Total Liabilities and Stockholders' Equity $10,950,817 $ 102,214
=========== ===========
See notes to financial statements
F-2
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Period
From April 15,
2002 (Date of
Three Months Ended Inception) to
December 31, December 31,
2005 2004 2005
------------ ------------ ------------
Consolidated Unconsolidated
REVENUE $ 986,894 $ -- $ 1,835,900
COSTS AND EXPENSES
Cost of sales 727,743 -- 1,494,077
General and administrative expenses 88,354 400 717,919
Interest expense (income), net 1,759 -- 16,049
------------ ------------ ------------
Total Costs and Expenses 817,856 400 2,228,045
------------ ------------ ------------
NET INCOME (LOSS) $ 169,038 ($ 400) ($ 392,145)
============ ============ ============
See notes to financial statements
F-3
YE SHUN INTERNATINAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (APRIL 15, 2002) TO DECEMBER 31, 2005
DEFICIT
ACCUMULATED
DURING OTHER
COMMON DEVELOPMENT COMPREHENSIVE
STOCK STAGE LOSS TOTAL
----------- ----------- ----------- -----------
Balance - April 15, 2002 $ -- $ -- $ -- $ --
(Date Of Inception)
Sale of common stock 100,000 -- 100,000
Net loss -- (707) (802) (1,500)
----------- ----------- ----------- -----------
Balance - September 30, 2002 100,000 (707) (802) 98,491
Additional capital contribution 123,200 -- -- 123,200
Net loss -- (12,290) -- (12,290)
----------- ----------- ----------- -----------
Balance - September 30, 2003 223,200 (12,997) (802) 209,401
Sale of common stock 71,737 -- 71,737
Additional capital contribution 3,230,700 -- -- 3,230,700
Net loss -- (57,026) -- (57,026)
----------- ----------- ----------- -----------
Balance - September 30, 2004 3,525,637 (70,023) (802) 3,454,812
Net loss -- (28,977) -- (28,977)
----------- ----------- ----------- -----------
Balance - September 30, 2005 3,525,637 (99,000) (802) 3,454,835
Sale of common stock 11,000 -- 11,000
Accumulated losses during equity-method
period -- (462,183) -- (462,183)
Net Income -- 169,038 64,287 233,325
----------- ----------- ----------- -----------
Balance - December 31, 2005 $ 3,536,637 ($ 392,145) $ 63,485 $ 3,207,977
=========== =========== =========== ===========
See notes to financial statements
F-4
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Period
From April 15,
2002 (Date of
Three Months Ended Inception) to
December 31, December 31,
2005 2004 2005
------------- ------------- -------------
Consolidated Unconsolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ 169,038 ($ 900) ($ 392,145)
------------- ------------- -------------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 63,629 -- 63,629
Changes in operating assets and liabilities:
Inventories (4,486,960) -- (4,612,527)
Prepaid taxes (265,036) -- (307,434)
Advance to vendors (149) -- (307,434)
Other current assets (26,547) -- (26,612)
Accounts payable 4,527,473 -- 5,957,258
Accrued expenses and sundry current liabilities 4,898 500 8,953
------------- ------------- -------------
Net Cash Provided (Used) In Operating
Activities (13,654) (400) 1,132,393
------------- ------------- -------------
EFFECT OF CURRENCY CONVERSION ON CASH (45,682) -- 83,712
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment (87,489) -- (6,434,672)
------------- ------------- -------------
Net Cash Used In Investing Activities (87,489) -- (6,434,672)
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan receivable -- -- (50,085)
Loan from local government -- -- 317,338
Loans from affiliated company 79,137 -- 1,459,291
Capital contributions 11,000 -- 3,536,637
------------- ------------- -------------
Net Cash Provided By Financing Activities 90,137 -- 5,263,181
------------- ------------- -------------
NET INCEASE (DECREASE) IN CASH (56,688) (400) 44,614
CASH - BEGINNING OF PERIOD 101,302 74,537 --
------------- ------------- -------------
CASH - END OF PERIOD $ 44,614 $ 74,137 $ 44,614
============= ============= =============
See notes to financial statements
F-5
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Ye Shun International (Group) co., Ltd. (the "Company") was
incorporated on April 15, 2002 under the Hong Kong Companies
Ordinance (Chapter 32). The sole business purpose of the Company is
to invest in companies located in mainland China.
Dalian Runze Chermurgy Co., Ltd ("Runze") was formed in February
2002 under the laws of the People's Republic of China ("PRC"). The
Company intends to manufacture and sell chemicals for use in
agriculture.
In August 2002, the Company acquired 25% of the interest in Runze.
In November 2005, the Company acquired the remaining 75% of the
interest in Runze and Runze became the Company's wholly-owned
subsidiary.
Based on the Company's 100% interest in Runze, the results of Runze
were included in the consolidated financial statements of the
Company for the three months ended December 31, 2005. During the
three months ended December 31, 2004, the Company accounted for
Runze's results using equity method.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION-DEVELOPMENT STAGE COMPANY
The Company has not earned any revenue since inception.
Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Enterprise", as set forth in
Financial Accounting Standards Board Statement No.7 ("SFAS 7").
Among the disclosures required by SFAS 7 are that the Company's
financial statements be identified as those of a development stage
company and that the statements of income, stockholders' equity and
cash flows disclose activity since the date of the Company's
inception.
ACCOUNTING METHODS
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a fiscal year ending
on September 30th. .
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
CASH AND ACSH EQUIVALENTS
The Company includes in cash and cash equivalents all short-term,
highly liquid investments that mature within three months of their
original acquisition date. Cash equivalents consist principally of
investments in interest-bearing demand deposit accounts and
liquidity funds with financial statements and the reported amounts
of net revenue and expenses during each reporting period. Actual
results could differ from those estimates.
INVENTORIES
Inventories are valued at the lower cost as determined by the
first-in, first-out method or market.
F-6
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Depreciation is
provided in amounts sufficient to amortize the cost of the related
assets over their useful lives using the straight line method for
financial reporting purposes, whereas accelerated methods are used
for tax purposes.
Maintenance, repairs and minor renewals are charged to expense when
incurred. Replacements and major renewals are capitalized.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expenses as incurred.
DEFERRED INCOME TAXES
The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109 ("SFAS 109") which
requires that deferred tax assets and liabilities be recognized for
future tax consequences attributable to differences between
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. In addition, SFAS 109
requires that recognition of future tax benefits, such as
carryforwards, to the extent that realization of such benefits is
more likely than not and a valuation allowance be provided when it
is more likely than not that some portion of the deferred tax
assets will not be realized.
CURRENCY TRANSLATION
Since the Company operates solely in the PRC, the Company's
functional currency is the Chinese Yuan ("RMB"). Revenue and
expense accounts are translated at the average rates during the
period, and balance sheet items are translated at year-end rates.
Translation adjustments arising from the use of differing exchange
rates from period to period are included as a component of
stockholders' equity. Gains and losses from foreign currency
transactions are included in net income for the period.
NOTE 3 - PROPERTY AND EQUIPMENT
A summary of property and equipment and the estimated lives used in
the computation of depreciation and amortization as follows:
December,31 December,31
2005 2004
------------ ------------
Machinery and equipment $ 2,508,555 $ 1,130,937 5-10 years
Furniture, fixtures and office
equipment 16,956 12,437 5-7 years
Building and building improvements 3,875,325 4,711,208 40 years
Automobile 13,609 -- 5 years
------------ ------------
6,414,445 5,854,582
Accumulated depreciation 512,478 269,975
------------ ------------
$ 5,901,967 $ 5,584,607
============ ============
F-7
YE SHUN INTERNATIONAL (GROUP) CO., LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
NOTE 4 - DUE TO AFFILIATED COMPANY
This amount is non-interest bearing and due on demand.
NOTE 5 - LONG-TERM DEBT
This obligation bears interest at .03% over the prime rate in
effect in the PRC and is payable interest only through July 2009,
followed by annual installments of approximately 233,000 RMB
($28,300) commencing in August 2010.
NOTE 6- RISK FACTORS
VULNERABILITY DUE TO OPERATIONS IN PRC
The Company's operations may be adversely affected by significant
political, economic and social uncertainties in the PRC. Although
the PRC government has been pursing economic reform policies for
more than 20 years, no assurance can be given that the PRC
government will continue to pursue such policies or that such
policies may not be significantly altered, especially in the event
of a change in leadership, social or political disruption or
unforeseen circumstances affecting the PRC's political, economic
and social conditions. There is also no guarantee that the PRC
government's pursuit of economic reforms will be consistent or
effective.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
significant concentration of credit risk is primarily cash. As of
December 31, 2005, substantially all of the Company's cash was
managed by financial institutions.
OTHER RISKS
The Company conducts business in an industry that is subject to a
broad array of environmental laws and regulations. The Company's
cost to comply with these laws and regulations are charged to
expense as incurred.
F-8