EX-99.2 23 v131053_ex99-2.htm UNAUDITED FINANCIAL STATEMENTS Unassociated Document
 
TIANJIN SEASHORE NEW DISTRICT SHISHENG BUSINESS TRADING GROUP CO. LTD.
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
JUNE 30, 2008

ASSETS:
       
Current assets:
       
Cash and cash equivalent
 
$
1,225,988
 
Restricted cash
   
3,059,157
 
Accounts receivable-trade
   
25,222
 
Receivable related to financing services
   
16,772,152
 
Inventories, net of reserve of $10,934
   
20,182,595
 
Advances to suppliers
   
15,570,525
 
Prepaid expenses
   
14,579
 
Value added tax refundable
   
2,391,529
 
Deferred taxes
   
2,777
 
Other current assets
   
7,140
 
Total current assets
   
59,251,664
 
         
Property and equipment, net
   
551,934
 
Other assets
   
10,934
 
Total Assets
 
$
59,814,532
 
         
LIABILITIES AND SHAREHOLDERS' EQUITY:
       
Current liabilities:
       
Line of credit related to financing services
 
$
16,772,152
 
Bank loan payable
   
3,207,418
 
Accrued expense
   
378,081
 
Customer deposits
   
17,065,679
 
Deferred revenue
   
20,686
 
Due to director
   
150,628
 
Income tax payable
   
1,545,729
 
Total current liabilities
   
39,140,373
 
         
Minority interests in consolidated subsidiaries
   
1,293,587
 
         
Commitments and contingencies
   
-
 
         
Shareholders' equity:
       
Contributed capital
   
12,118,776
 
Accumulated other comprehensive income
   
2,243,776
 
Retained earnings
   
5,018,020
 
Total shareholders' equity
   
19,380,572
 
Total liabilities and shareholders' equity
 
$
59,814,532
 
 
The accompanying notes form an integral part of these condensed consolidated financial statements

- 1 -


TIANJIN SEASHORE NEW DISTRICT SHISHENG BUSINESS TRADING GROUP CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

   
Six Months Ended June 30, 
 
   
2008
 
2007
 
           
Net revenue
 
$
81,097,084
 
$
61,805,100
 
Cost of revenue
   
76,996,270
   
59,432,431
 
Gross profit
   
4,100,814
   
2,372,669
 
               
Operating expense:
             
Sales and marketing
   
445,299
   
430,475
 
General and administrative
   
487,610
   
210,564
 
Total operating expenses
   
932,909
   
641,039
 
               
Income from operations
   
3,167,905
   
1,731,630
 
               
Other income (expenses):
             
Interest income
   
58,092
   
68,978
 
Interest expense
   
(129,369
)
 
(118,774
)
Investment income
   
-
   
4,867
 
Total other expenses
   
(71,277
)
 
(44,929
)
               
Income before provision for income taxes, minority interest and extraordinary item
   
3,096,628
   
1,686,701
 
               
Provision for income taxes
   
711,351
   
251,761
 
Income before minority interest and extraordinary item
   
2,385,277
   
1,434,940
 
               
Minority interest in net income of consolidated subsidiaries
   
(231,275
)
 
(195,302
)
Income before extraordinary item
   
2,154,002
   
1,239,638
 
               
Extraordinary item - gain on acquisition of controlling interest of Zhengji (less applicable income tax expense of $0)
   
-
   
251,811
 
               
Net income
   
2,154,002
   
1,491,449
 
               
Other comprehensive income – foreign currency translation adjustments
   
1,109,461
   
254,900
 
Comprehensive income
 
$
3,263,463
 
$
1,746,349
 

The accompanying notes form an integral part of these condensed consolidated financial statements

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TIANJIN SEASHORE NEW DISTRICT SHISHENG BUSINESS TRADING GROUP CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Increase (Decrease) in Cash and Cash Equivalents

   
Six Months Ended June 30,
 
   
2008
 
2007
 
           
Cash flows from operating activities:
             
Net Income
 
$
2,154,002
 
$
1,491,449
 
               
Adjustments to reconcile net income to net cash  provided by (used for) operating activities
             
Depreciation and amortization
   
90,626
   
75,115
 
Minority interest in net income of consolidated subsidiaries
   
231,275
   
195,302
 
Gain on sales of short term investments
   
-
   
(4,867
)
Extraordinary gain on acquisition of controlling interest of Zhengji
   
-
   
(251,811
)
Change of inventory reserve
   
(147,448
)
 
62,302
 
               
Changes in operating assets and liabilities:
             
(Increase) decrease in assets:
             
Accounts receivable - trade
   
(19,090
)
 
47,272
 
Inventories
   
(11,405,340
)
 
(845,525
)
Advances to suppliers
   
10,763,230
   
(12,880,952
)
Prepaid expenses, other current assets and other assets
   
34,469
   
28,048
 
Value added tax refundable
   
(1,615,631
)
 
12,002
 
Deferred taxes
   
49,469
   
(33,838
)
               
Increase (decrease) in liabilities:
             
Accounts payable
   
(427,344
)
 
587,002
 
Accrued expenses
   
256,071
   
140,281
 
Customer deposits
   
(3,933,719
)
 
15,261,765
 
Deferred revenue
   
(456,798
)
 
17,736
 
Income tax payable
   
557,527
   
276,778
 
Net cash flows (used for) provided by operating activities
   
(3,868,701
)
 
4,178,059
 
               
Cash flows from investing activities:
             
Cash on hand at Zhengji on acquisition date
   
-
   
19,653
 
Decrease (Increase) in restricted cash
   
3,587,074
   
(7,465,296
)
Proceeds from sales of short-term investments
   
-
   
134,664
 
Purchase of property and equipment
   
(10,002
)
 
(204,232
)
Net cash provided by (used for) investing activities
   
3,577,072
   
(7,515,211
)
               
               
Cash flows from financing activities:
             
Proceeds from short-term bank loans
   
1,282,161
   
1,168,164
 
Repayments of short-term bank loans
   
(1,282,161
)
 
(1,168,164
)
Repayments of notes payable
   
(4,273,870
)
 
-
 
Proceeds from loans from director
   
69,711,751
   
39,354,628
 
Repayments of loans from director
   
(69,883,086
)
 
(45,137,004
)
Contributed capital from shareholders
   
-
   
8,498,065
 
Net cash (used for) provided by financing activities
   
(4,445,205
)
 
2,715,689
 
               
Effect of exchange rate change on cash
   
259,714
   
(1,517
)
Net decrease in cash
   
(4,477,120
)
 
(622,980
)
               
Cash and cash equivalents, beginning of period
   
5,703,108
   
2,661,146
 
Cash and cash equivalents, end of period
 
$
1,225,988
 
$
2,038,166
 
               
Supplemental disclosure of cash flow information:
             
               
Interest paid
 
$
129,369
 
$
118,774
 
               
Income taxes paid
 
$
91,602
 
$
8,820
 
               
Non-cash activities:
             
               
(Decrease) Increase of line of credit and receivable related to financing services
 
$
(9,267,108
)
$
11,684,779
 

The accompanying notes form an integral part of these condensed consolidated financial statements

- 3 -


TIANJIN SEASHORE NEW DISTRICT SHISHENG
BUSINESS TRADING GROUP CO. LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(1) Summary of Significant Accounting Policies:

Organization, Nature of Business and Basis of Presentation

Tianjin Seashore New District Shisheng Business Trading Group Co. Ltd., (“Shisheng” or “the Company”) was incorporated under the laws of the People’s Republic of China (“PRC”) on September 13, 1995. The Company was founded by Mr. Tong Shiping and his family under the name “Tianjin Tariff-Free Zone Shisheng Property Management Corp.”. The Company’s business includes sales of both domestically manufactured automobiles and imported automobiles, providing financing services related to imported automobiles, and providing logistic services relating to the automobile importing process and other automobile import value added services such as assistance with customs clearance, storage and nationwide delivery services (such services, “Automobile Import Value Added Services”).

In August 2001, Shisheng formed Tianjin Ganghui Information Technology Corp. (“Ganghui”), to provide web-based, real-time information on imported automobiles. Ganghui is 80% owned by Shisheng.
 
In September 2003, Shisheng formed Tianjin Hengjia Port Logistics Corp. (“Hengjia”) to provide Automobile Import Value Added Services to wholesalers and distributors in the imported vehicle trading industry. Hengjia is 80% owned by Shisheng.

In February 2005, Shisheng and three other founders formed Zhengji International Trading Corp. (“Zhengji”) to enhance the imported automobile trading industry. Zhengji was 32% owned by Shisheng since 2005. In January 2007, Shisheng injected additional capital of $1,024,498 (equivalent to RMB 8,000,000) into Zhengji; consequently, Shisheng's equity interest in Zhengji increased from 32% to 86.4%.

On November 1, 2007, Ever Auspicious International Limited (“Ever Auspicious”) entered into a Share Exchange Agreement with Cheng Weihong, Xia Qiming, and Qian Yuxi, direct shareholders of Shisheng prior to this transaction (collectively, the “Sellers”), pursuant to which the Sellers transferred their interest in Shisheng to Ever Auspicious for an aggregate price of $12,067,254 (RMB 95,000,000). As a result of this transaction, Ever Auspicious owns all of the capital stock of Shisheng.
 
The accompanying condensed consolidated balance sheet as of June 30, 2008, the condensed consolidated statements of income and comprehensive income for the six months ended June 30, 2008 and June 30, 2007, and the condensed consolidated statements of cash flows for the six months ended June 30, 2008 and June 30, 2007 are unaudited and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, these condensed consolidated financial statements reflect all adjustments which are of a normal recurring nature and which are necessary to present fairly the financial position of Shisheng as of June 30, 2008 and the results of operations for the six months ended June 30, 2008 and 2007 and the cash flows for the six-month periods ended June 30, 2008 and 2007. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited financial statements as of December 31, 2007 and 2006 and the years ended December 31, 2007, 2006 and 2005 included elsewhere in the Form 8-K.

- 4 -

 
The results of operations for the six months ended June 30, 2008 are not necessarily indicative of the results which may be expected for the entire fiscal year. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us 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 revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Basis of Consolidation

The consolidated financial statements include the financial statements of Shisheng and its majority owned subsidiaries. All inter-company transactions and balances have been eliminated in preparation of the condensed consolidated financial statements.


The Company’s operations in China use the local currency - Renminbi (“RMB”) as their functional currency, whereas amounts reported in the accompanying condensed consolidated financial statements and disclosures are stated in United States dollars, the reporting currency of the Company, unless stated otherwise. As such, the condensed consolidated balance sheet of the Company has been translated into U.S. dollars at the current rate as of June 30, 2008 and the consolidated statements of income have been translated into U.S. dollars at the weighted average rates during the periods the transactions were recognized.

The resulting translation gain adjustments are recorded as other comprehensive income in the condensed consolidated statements of income and comprehensive income.

Revenue Recognition

The Company’s main source of income was generated through (1) sales of automobiles, (2) service fees for assisting customers to get bank financing on purchases of automobiles, (3) web-based marketing service fees, including fees from (i) displaying graphical advertisements on the Company websites and (ii) web-based listing services that allow customers to place automobile related information on the Company’s websites, and (4) Automobile Import Value Added Services. The financing services are provided to customers on automobiles not sold by the Company. The Company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred upon shipment or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured.

- 5 -


The Company recognizes the sales of automobiles upon delivery and acceptance by the customers and where collectibility is reasonably assured.

Service revenue related to financing services is recognized ratably over the financing period.

Service fees for graphical advertisements on the Company’s websites are charged on a fixed fee basis. The Company recognizes the advertising revenue when the service is performed over the service term.

The Company charges a monthly fee for listing services and recognizes the revenue when services are performed.
 
The Company recognizes revenue from Automobile Import Value Added Services when such services are performed.

Value Added Taxes represent amounts collected on behalf of specific regulatory agencies that require remittance by a specified date. These amounts are collected at the time of sales and are detailed on invoices provided to customers. In compliance with the Emerging Issues Task Force consensus on issue number 06-03 (EITF 06-03), “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation)”, the Company accounts for value added taxes on a net basis. The Company recorded and paid business taxes based on a percentage of the net service revenues and reported the service revenue net of the business taxes and other sales related taxes.
 
New Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 161, "Disclosures about Derivative Instruments and Hedging Activities". The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet begun the process of assessing the potential impact the adoption of FASB No. 161 may have on its consolidated financial position or results of operations.

In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles ("SFAS 162"). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with U.S. GAAP. SFAS 162 directs the U.S. GAAP hierarchy to the entity, not the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with U.S. GAAP. SFAS 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to remove the U.S. GAAP hierarchy from the auditing standards. The Company is currently evaluating the impact of adopting SFAS No. 162.

- 6 -

 
(2) Property and Equipment:

A summary of property and equipment as of June 30, 2008 is as follows:

Computers
 
$
172,688
 
Office equipment, furniture and fixtures
   
94,485
 
Automobiles
   
838,174
 
     
1,105,347
 
Less: accumulated depreciation
   
553,413
 
   
$
551,934
 

Depreciation and amortization expense for property and equipment amounted to approximately $90,626 and $75,115 for the six months ended June 30, 2008 and 2007.

(3) Inventories:

Inventories are primarily comprised of the purchase cost of automobiles valued at the lower of cost (first-in, first-out) or market. At June 30, 2008, the reserve for obsolescence was $10,934. Reserves for obsolescence were decreased by $147,448 for the six months ended June 30, 2008 and increased by $62,302 for the six months ended June 30, 2007.

(4) Lines of Credit Related to Financing Services:

The Company provides financing services to its customers using the Company’s banks’ facility lines of credit. The Company earns a service fee for drawing its facility lines related to its customers’ purchases of automobiles and payment of import taxes. The customers bear all the interest and fees charged by the banks and prepay those fees upon the execution of their service contracts with the Company. The customers are also required to make a deposit in the range of 22% to 30% of the purchase prices of the automobiles. The banks take custody of the automobiles until the borrowings are fully paid.
 
In June 2006, the Company entered into a facility line of credit with Agricultural Bank of China related to its financing services. Under the terms of the agreement, the Company can borrow a maximum amount of $54,671,895 (RMB 375,000,000) to facilitate the Company’s financing business. The Company had outstanding balances of $8,253,895 as of June 30, 2008. This facility line of credit expired in June 2008 and was guaranteed by a non-related party. The outstanding balance at June 30, 2008 consisted of draws made prior to the maturity date and was subsequently paid in full.

- 7 -


In June 2007, the Company entered into a facility line of credit with Industrial and Commercial Bank of China related to its financing services. Under the terms of the agreement, the Company can borrow a maximum amount of $14,579,172 (RMB 100,000,000). The Company had outstanding balances of $582,171 as of June 30, 2008. This facility line of credit expired in June 2008 and was guaranteed by a non-related entity. The outstanding balance at June 30, 2008 consisted of draws made prior to the maturity date and was subsequently paid in full.

In May 2008, the Company entered into a facility line of credit with China Merchants Bank. Under the terms of the agreement, the Company can borrow a maximum amount of $13,121,255 (RMB 90,000,000). The Company had outstanding balance of $7,936,086 as of June 30, 2008. This facility line matures in May 2009 and is guaranteed by a non-related entity.
 
(5) Short-term Bank Loans

Short-term bank loans as of June 30, 2008 consist of the following:
  

Loan from Agricultural Bank of China, with an interest at a rate of 8.217%, guaranteed by non-related entities, matures in March 2009
   
1,312,125
 
         
Loan from Agricultural Bank of China, with an interest at a rate of 8.019%, guaranteed by non-related entities, matures in November 2008
   
1,312,125
 
         
Loan from Agricultural Bank of China, with an interest at a rate of 8.019%, guaranteed by non-related parties, matures in November 2008
   
583,168
 
         
Total
 
$
3,207,418
 
 
Weighted average interest rate for these bank loans was 8.1% at June 30, 2008.

(6) Major Customers and Vendors:

During the six months ended June 30, 2008 and 2007, the Company’s three largest customers together accounted for 26% and 22%, respectively, of the Company’s sales.

During the six months ended June 30, 2008 and 2007, automobiles purchased from the Company’s two largest suppliers accounted for approximately 21% and 19%, respectively, of the Company’s total purchases.

(7) Related-Party Balances and Transactions:

Cheng Weihong (the Secretary, Senior Vice President and Chairman of Shisheng and wife of Shisheng’s President and Chief Executive Officer, Mr. Tong Shiping) made non-interest bearing loans to Shisheng from time to time to meet working capital needs of Shisheng. For the six months ended June 30, 2008 and 2007, Shisheng made aggregate borrowings from Cheng Weihong of $69,711,751 and 39,354,628, respectively, and made aggregate repayments to Cheng Weihong of $69,883,086 and $45,137,004, respectively. As of June 30, 2008, the outstanding balance due to Cheng Weihong was $150,628.

- 8 -


(8) Segment Information:

The Company has four principal operating segments: (1) sales of automobiles, (2) financing services, (3) web-based advertising, and (4) Automobile Import Value Added Services. These operating segments were determined based on the nature of the services offered. Operating segments are defined as components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company's chief executive officer and chief operating officer have been identified as the chief operating decision makers. The Company's chief operating decision makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment. Direct cost of revenues related to financing services, web advertising and Automobile Import Value Added Services was de minimis.
 
The Company evaluates performance based on several factors, including net revenue, cost of revenue, operating expenses, and income from operations. The following tables show the operations of the Company's operating segments for the six months ended June 30, 2008 and 2007:

   
Automobile
 Sales
 
Financing 
Services
 
Web 
Advertising
 
Automobile 
Import 
Value 
Added 
Services
 
Corporate
 
Total
 
2008
                                     
Net revenue
 
$
79,192,531 $
   
517,192
 
$
875,174
 
$
512,187
 
$
-
 
$
81,097,084
 
                                       
Cost of revenue
   
76,996,270
   
-
   
-
   
-
   
-
   
76,996,270
 
                                       
Operating expenses
                                     
General and administrative
   
138,591
   
50,409
   
49,086
   
5,719
   
243,805
   
487,610
 
                                       
Sales and marketing
   
172,018
   
131,869
   
126,452
   
14,960
   
-
   
445,299
 
Total operating expenses
   
310,609
   
182,278
   
175,538
   
20,679
   
243,805
   
932,909
 
                                       
Income (loss) from operations
   
1,885,652
   
334,914
   
699,636
   
491,508
   
(243,805
)
 
3,167,905
 
                                       
Total assets
   
38,894,022
   
20,101,824
   
450,859
   
270,515
   
97,312
   
59,814,532
 
                                       
2007
                         
                                       
Net revenue
 
$
60,115,177 $
   
395,897
 
$
783,535
 
$
510,491
 
$
-
 
$
61,805,100
 
                                       
Cost of revenue
   
59,432,431
   
-
   
-
   
-
   
-
   
59,432,431
 
Operating expenses
                                     
General and administrative
   
47,018
   
14,789
   
32,359
   
11,116
   
105,282
   
210,564
 
                                       
Sales and marketing
   
189,114
   
78,444
   
120,481
   
42,436
   
-
   
430,475
 
Total operating expenses
   
236,132
   
93,233
   
152,840
   
53,552
   
105,282
   
641,039
 
                                       
Income (loss) from operations
   
446,614
   
302,664
   
630,695
   
456,939
   
(105,282
)
 
1,731,630
 

- 9 -


(9) Subsequent Event:

On November 10, 2008, Ever Auspicious, entered into a Share Exchange Agreement with Fresh Ideas Media, Inc. (“Fresh Ideas”), a U.S. public company. Under the Share Exchange Agreement, Fresh Ideas issued 11,700,000 newly-issued shares of its common stock to acquire all the issued and outstanding capital stock of Ever Auspicious, representing approximately 64.64% of Fresh Ideas’s issued and outstanding common stock. The shares exchange is intended to constitute a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986. As a result of this share exchange, Ever Auspicious and its wholly owned subsidiary, Shisheng became Fresh Ideas’s wholly owned subsidiaries. For accounting purpose, Shisheng is considered the accounting acquirer and accordingly, the historical financial statements of Shisheng became Fresh Ideas’s financial statements.

- 10 -