10-Q/A 1 v139543_10qa.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 1 on
Form 10-Q/A
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2008

OR

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from            to            
 
Commission File No. 000-52933
 
NIVS IntelliMedia Technology Group, Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
20-8057809
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
NIVS Industry Park, No. 29-31, Shuikou Road, Huizhou, Guangdong, China 516006
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

86-752-3125862
 (COMPANY’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
 
 
Accelerated filer  ¨
     
 Non-accelerated filer  x
 
Smaller reporting company ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No x
 
The number of shares outstanding of the registrant’s Common Stock, par value $0.0001 per share, was 36,855,714 as of August 18, 2008.
 



 
EXPLANATORY NOTE

Please note that NIVS IntelliMedia Technology Group, Inc. (the “Company,” “we” or “us”) was originally organized as a “blank check” shell company to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation. On July 25, 2008 (the “Effective Date”), the Company closed a share exchange transaction (the “Share Exchange”) pursuant to which it (i) became the 100% parent of NIVS Holding Company Limited, a British Virgin Islands corporation (“NIVS BVI”), and its subsidiaries, including NIVS (Huizhou) Audio & Video Tech. Co., Ltd., a company organized under the laws of the PRC (“NIVS PRC”), which is 97.5% owned by NIVS BVI and 2.5% owned by Tianfu Li, the Company’s Chief Executive Officer and Chairman of the Board, (ii) assumed the operations of NIVS BVI and its subsidiaries, and (iii) changed its name from SRKP 19, Inc. to NIVS IntelliMedia Technology Group, Inc.  See Note 2 to the financial statements of this report for more information on the Company’s organization and ownership structure.  The Company reported the closing of the Share Exchange in the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2008. This Amendment No. 1 (this “Amendment”) on Form 10-Q/A contains information regarding the Company and NIVS BVI, as indicated herein.

Since the Share Exchange closed subsequent to the reporting period covered by this report, this report includes both discussion of our business as it existed as of June 30, 2008 and of the Company’s business post-Share Exchange, as the 100% parent of NIVS BVI, to ensure that the disclosure included herein is complete and not misleading. The sections entitled “SRKP 19, INC.” describe the Company prior to July 25, 2008 and the sections entitled “NIVS IntelliMedia Technology Group, Inc.” describe the Company on and after July 25, 2008.

This Amendment, which amends and restates items identified below with respect to the Form 10-Q, filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 19, 2008 (the “Original Filing”), is being filed to reflect revisions to Financial Statements, Management’s Discussion and Analysis of Financial Condition and Results of Operation, Controls and Procedures, Risk Factors, and Other Information. The Company has revised its financial statements for the three months and six months ended June 30, 2008 and 2007 to reflect various adjustments, primarily to account for restatements made due to an error in the accounting treatment of imputed interest on loans due to one of the Company’s shareholders resulting in an understatement of the Company’s expenses for certain periods and due to a misclassification for “Due from related parties,” resulting in an overstatement of the Company’s assets and shareholders’ equity for certain periods.

This Form 10-Q/A only amends information in Item 1 (Financial Statements), Item 1A (Risk Factors), Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operation), Item 4 (Controls and Procedures), and Item 5 (Other Information) and the other Items as presented in the Original Filing are not being amended but are restated without change in this Amendment for ease of reference. As a result of this Amendment, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits to our Original Filing have been revised, re-executed and re-filed as of the date of this Amendment. Except for the foregoing amended and restated information, this Amendment continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the Original Filing, or to modify or update those disclosures affected by subsequent events unless otherwise indicated in this report. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that have occurred or facts that have become known to us after the date of the Original Filing, and such forward-looking statements should be read in their historical context. This Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the Original Filing, including any amendments to those filings.

 
 

 

NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC.

FORM 10-Q/A
 
For the Quarterly Period Ended June 30, 2008
 
INDEX

     
Page
Part I
 
Financial Information
 
           
   
Item 1.
 
 Financial Statements
1
           
         
NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC. (FORMERLY SRKP 19, INC.)
 
             
       
 a)
Balance Sheet as of June 30, 2008 (Unaudited) and December 31, 2007
1
             
       
 b)
Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007 (Unaudited)
2
             
       
 c)
Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007 (Unaudited)
3
             
       
 d)
Notes to Financial Statements (Unaudited)
4
             
         
NIVS HOLDING COMPANY LIMITED
 
             
       
a)
Condensed Consolidated Balance Sheets as of June 30, 2008 (Unaudited) and December 31, 2007
7
             
       
b)
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007 (Unaudited)
8
             
       
c)
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2007, 2006, and 2005 and the Six Months Ended June 30, 2008 (Unaudited)
9
             
       
d)
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007 (Unaudited)
10
             
       
e)
Notes to Condensed Consolidated Financial Statements (Unaudited)
11
             
   
Item 2.
 
 Management’s Discussion and Analysis of Financial Condition and Results of Operations
33
           
   
Item 3.
 
 Quantitative and Qualitative Disclosures About Market Risk
43
           
   
Item 4.
 
 Controls and Procedures
43
           
Part II
 
Other Information
 
           
   
Item 1.
 
 Legal Proceedings
45
           
   
Item 1A.
 
 Risk Factors
45
           
   
Item 2.
 
 Unregistered Sale of Equity Securities and Use of Proceeds
61
           
   
Item 3.
 
 Default Upon Senior Securities
61
           
   
Item 4.
 
 Submission of Matters to a Vote of Security Holders
61
           
   
Item 5.
 
 Other Information
61
           
   
Item 6.
 
 Exhibits
63
           
Signatures
64

 
 

 

Part I. Financial Information
 
Item 1. Financial Statements
 
NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC.
(Formerly SRKP 19, Inc.)

BALANCE SHEET
(Stated in US Dollars)

   
June 30, 2008
(Unaudited)
   
December 31,
2007
 
ASSETS
           
             
CURRENT ASSETS
           
Cash
  $ 2,555     $ 857  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
Due to Stockholders
  $ 47,500     $ 32,500  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS’ EQUITY (DEFICIT):
               
Preferred stock, $.0001 par value, 10,000,000 shares
authorized, none issued
           
Common stock, $.0001 par value, 100,000,000 shares
authorized, 7,096,390 shares issued and  outstanding
    710       710  
Additional Paid in Capital
    6,790       6,790  
(Deficit) accumulated during development stage
    (52,445 )     (39,143 )
                 
Total Stockholders’ Equity (Deficit)
    (44,945 )     (31,643 )
                 
    $ 2,555     $ 857  

See accompanying notes to financial statements.

 
1

 

NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC.
(Formerly SRKP 19, Inc.)

STATEMENTS OF OPERATIONS
(Stated in US Dollars)
(Unaudited)

                     
Period From
   
Cumulative
from
 
   
Three Months
   
Three Months
   
Six Months
   
January 3, 2007
   
January 3, 2007
 
   
Ended
   
Ended
   
Ended
   
(Inception) to
   
(Inception) to
 
   
June 30, 2008
   
June 30, 2007
   
June 30, 2008
   
June 30, 2007
   
June 30, 2008
 
                               
REVENUE
  $     $     $     $     $  
                                         
EXPENSES
    1,921       15,441       13,302       15,441       52,445  
                                         
NET (LOSS)
  $ (1,921 )   $ (15,441 )   $ (13,302 )   $ (15,441 )   $ (52,445 )
                                         
NET (LOSS) PER COMMON SHARE-BASIC
  $   *   $   *   $   *   $   *        
                                         
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
    7,096,390       7,096,390       7,096,390       7,096,390          
  
* Less than $.01

See accompanying notes to financial statements.

 
2

 

NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC.
(Formerly SRKP 19, Inc.)

STATEMENTS OF CASH FLOWS
(Stated in US Dollars)
(Unaudited)
 
         
Period From
   
Cumulative from
 
   
Six Months
   
January 3, 2007
   
January 3, 2007
 
   
Ended
   
to
   
(Inception) to
 
   
June 30, 2008
   
June 30, 2007
   
June 30, 2008
 
                   
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
                 
Net (loss)
  $ (13,302 )   $ (15,441 )   $ (52,445 )
                         
Net Cash (Used In) Operating Activities
    (13,302 )   $ (15,441 )     (52,445 )
                         
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
                       
                         
Advances from stockholders
    15,000       22,500       47,500  
Warrants issued for cash
          2,500       2,500  
Common stock issued for cash
          7,500       5,000  
                         
Net Cash Provided by Financing Activities
    15,000       30,000       55,000  
                         
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS:
    1,698       14,559       2,555  
                         
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    857       -       -  
                         
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 2,555     $ 14,559     $ 2,555  
 
See accompanying notes to financial statements.

 
3

 

NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC.
(Formerly SRKP 19, Inc.)

NOTES TO FINANCIAL STATEMENTS
(Stated in US Dollars)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History

SRKP 19, Inc. (the Company), a development stage company, was incorporated under the laws of the State of Delaware on December 7, 2006.  There was no activity during 2006 and no equity was issued. The common stock of the Company was sold and issued on January 3, 2007 and, as such, has been used as the date of inception for the Company. The Company is in the development stage as defined in Financial Accounting Standards Board Statement No. 7.  The fiscal year end is December 31.

The Company filed a Form 10-SB registration statement with the Securities and Exchange Commission (SEC) pursuant to Section 12(g) of the Securities Exchange Act of 1934. The registration statement has been declared effective as of January 25, 2008.

Going Concern and Plan of Operation

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company is in the development stage and has negative working capital, negative stockholders’ equity and has not earned any revenues from operations to date. These conditions raise substantial doubt about its ability to continue as a going concern.

The Company is currently devoting its efforts to locating merger candidates.  The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Income Taxes

The Company uses the liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards No. 109.  Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of temporary differences between the tax basis of the assets and liabilities and their financial amounts at year-end.

For federal income tax purposes, substantially all startup and organizational expenses must be deferred until the Company commences business.  The Company may elect a limited deduction of up to $5,000 in the taxable year in which the trade or business begins.  The $5,000 must be reduced by the amount of startup costs in excess of $50,000.  The remainder of the expenses not deductible must be amortized over a 180-month period beginning with the month in which the active trade or business begins.  These expenses will not be deducted for tax purposes and will represent a deferred tax asset.  The Company will provide a valuation allowance in the full amount of the deferred tax asset since there is no assurance of future taxable income.  Tax deductible losses can be carried forward for 20 years until utilized.

 
4

 

NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC.
(Formerly SRKP 19, Inc.)

NOTES TO FINANCIAL STATEMENTS
(Stated in US Dollars)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deferred Offering Costs

Deferred offering costs, consisting of legal, accounting and filing fees relating to an offering will be capitalized. The deferred offering costs will be offset against offering proceeds in the event the offering is successful. In the event the offering is unsuccessful or is abandoned, the deferred offering costs will be expensed.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in banks and highly liquid investments with original maturities of 90 days or less.

 Concentrations of Credit Risk

The Company maintains all cash in deposit accounts, which at times may exceed federally insured limits.  The Company has not experienced a loss in such accounts.

Earnings Per Common Share

Basic earnings per common share are computed based upon the weighted average number of common shares outstanding during the period.  Diluted earnings per share consists of the weighted average number of common shares outstanding plus the dilutive effects of options and warrants calculated using the treasury stock method.  In loss periods, dilutive common equivalent shares are excluded as the effect would be anti-dilutive.

At June 30, 2008 and 2007, the only potential dilutive securities were 7,096,390 common stock warrants. Due to the net loss, none of the potentially dilutive securities were included in the calculation of diluted earnings per share since their effect would be anti-dilutive.

Use of Estimates in the Preparation of Financial Statements

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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

Recently Issued Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

 
5

 

NIVS INTELLIMEDIA TECHNOLOGY GROUP, INC.
(Formerly SRKP 19, Inc.)

NOTES TO FINANCIAL STATEMENTS
(Stated in US Dollars)

NOTE 2 - STOCKHOLDERS' EQUITY

During January 2007, the Company sold for $5,000 for a subscription receivable, which was paid in April 2007, 7,096,390 shares of its $0.0001 par value common stock to various investors. In addition, the Company also sold to these investors for $2,500 cash warrants to purchase 7,096,390 shares of common stock at an exercise price of $.0001.

These warrants expire at the earlier date of 10 years from date of purchase or 5 years from the date the Company consummates a merger or other business combination with an operating business or any other event to which the Company ceases to be a “shell company.”

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. Most office services are provided without charge by WestPark Capital.  The Company’s President is also the Chief Executive Officer of WestPark Capital. Such costs are immaterial to the financial statements. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available.  Such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 4 - DUE TO STOCKHOLDERS

Since inception certain stockholders have advanced the Company $47,500 to pay for operating expenses. These funds have been advanced interest free, are unsecured, and are due on demand.

NOTE 5 – SUBSEQUENT EVENT

Share Exchange

On July 25, 2008, the Company consummated a share exchange transaction (the “Share Exchange”) pursuant to a share exchange agreement (the “Exchange Agreement”) dated as of June 27, 2008, and amended as of July 25, 2008, by an among the Company, NIVS Holding Company Limited, a British Virgin Islands corporation  (“NIVS BVI”) and the shareholders of NIVS BVI (the “Shareholders”), whereby the Company, in exchange for 27,546,667  shares of its common stock, acquired 100% of the issued and outstanding securities of NIVS BVI.

In addition, the Company agreed to cancel 4,756,390 shares of its common stock and an aggregate of 6,149,723 warrants such that there were 2,340,000 shares of common stock and 946,667 warrants outstanding immediately prior to the Share Exchange.

Private Placement

Pursuant to subscription agreements entered into with certain investors, the Company sold an aggregate of 5,239,460 shares of common stock in an initial closing of a private placement at $1.80 per share for aggregate gross proceeds of approximately $9.4 million on July 25, 2008.  On August 12, 2008, the Company conducted a second and final closing of the private placement pursuant to which the Company sold an additional 1,304,587 shares of common stock at $1.80 per share for gross proceeds of approximately $2.3 million. Accordingly, we sold a total of 6,544,047 shares of common stock in the private placement for aggregate gross proceeds of approximately $11.8 million.
6

 
Niveous Holding Company Limited and Subsidiaries
Consolidated Balance Sheets
(In US Dollars)

   
June 30,
   
December 31,
 
   
2008
   
2007
 
   
(Unaudited)
   
(As restated)
 
   
(As restated)
       
Assets
           
Current Assets
           
Cash and cash equivalents
  $ 984,981     $ 1,438,651  
Short-term investment, marketable securities
    10,711       10,061  
Trade receivables, net (Note 4)
    5,416,746       4,510,833  
Inventories, net (Note 7)
    18,830,860       17,347,370  
Restricted cash (Note 14)
    3,838,685       1,983,247  
Prepaid expenses and deposits
    82,754       18,585  
Total current assets
    29,164,737       25,308,747  
Property and equipments, net (Note 9)
    50,197,852       46,624,502  
Advances to suppliers (Note 5)
    28,180,770       14,391,650  
Intangible assets, net (Note 10)
    2,338,369       2,228,974  
Total Assets
  $ 109,881,728     $ 88,553,873  
                 
Liabilities & Shareholders' Equity
               
Current Liabilities
               
Accounts payable – trade
  $ 5,756,748     $ 14,560,824  
Customer deposit
    20,987,293       2,454,761  
Accrued liabilities and other payable
    1,309,809       490,142  
Various taxes payable
    234,675       187,711  
Short-term loans (Note 12)
    31,597,195       28,645,571  
Current portion of long-term bank loan payable (Note 13)
    2,554,125       4,455,656  
Wages payable
    407,032       608,222  
Bank notes payable (Note 14)
    13,182,685       6,399,693  
Corporate tax payable
    2,840,543       1,725,765  
Total current liabilities
    78,870,105       59,528,345  
Due to shareholder (Note 15)
    9,843,657       11,008,770  
Total liabilities
    88,713,762       70,537,115  
                 
Minority interest
    829,894       620,131  
                 
Shareholders' Equity
               
Capital shares ($1.00 par value, 50,000 shares authorized, 10,000 shares issued and outstanding) (Note 2) 
     10,000        10,000  
Additional paid-in capital
    1,047,891       748,558  
Accumulated other comprehensive income
    3,872,843       2,122,612  
Statutory surplus reserve fund (Note 17)
    1,278,764       1,278,764  
Retained earnings (unrestricted)
    21,795,490       15,450,063  
Due from related parties (Note 8)
    (7,666,916 )     (2,213,370 )
Total Shareholders' Equity
    20,338,072       17,396,627  
Total Liabilities & Shareholders' Equity
  $ 109,881,728     $ 88,553,873  

The accompanying notes are an integral part of these consolidated financial statements.

 
7

 

Niveous Holding Company Limited and Subsidiaries
Consolidated Statements of Operations
(In US Dollars)

   
For Three Months Ended
   
For Six Months Ended
 
   
June 30,
   
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
(As restated)
   
(As restated)
   
(As restated)
   
(As restated)
 
                         
Revenue
  $ 24,860,574     $ 17,561,852     $ 51,636,895     $ 33,929,853  
Other Sales
    93,182       178,006       156,053       285,381  
Cost of Goods Sold
    (19,207,711 )     (13,735,656 )     (39,590,833 )     (25,998,678 )
Gross Profit
    5,746,045       4,004,202       12,202,115       8,216,556  
                                 
Selling Expenses
    742,892       795,160       1,363,104       1,716,987  
                                 
General and administrative
                               
Amortization
    16,988       15,434       33,488       30,624  
Depreciation
    65,729       64,112       161,209       133,882  
Bad debts expense (recovery)
    (68,199 )     629,430       384,102       783,623  
Others General and administrative (Note 16)
    272,310       570,557       1,033,707       1,101,328  
Total General and administrative
    286,828       1,279,533       1,612,506       2,049,457  
Research and development
    252,410       78,875       407,182       142,272  
Total operating expenses
    1,282,130       2,153,568       3,382,792       3,908,716  
Income from operations
    4,463,915       1,850,634       8,819,323       4,307,840  
                                 
Other income (expenses)
                               
Write-down of inventory
    -       (3,107 )     -       (390,406 )
Gain on disposal of assets
    -       -       -       -  
Interest income
    139       1,007       139       11,308  
Interest expense
    (513,735 )     (353,946 )     (1,045,237 )     (640,095 )
Imputed interest
    (109,194 )     (140,817 )     (299,333 )     (249,239 )
Sundry income (expense), net
    (6,559 )     (32,428 )     9,174       (32,428 )
Total other income (expenses)
    (629,349 )     (529,291 )     (1,335,257 )     (1,300,860 )
                                 
Income before minority interest and income taxes
    3,834,566       1,321,343       7,484,066       3,006,980  
Income taxes
    (469,571 )     (217,510 )     (975,084 )     (434,122 )
Minority interest
    (79,482 )     (24,991 )     (163,555 )     (64,660 )
                                 
Net Income
  $ 3,285,513     $ 1,078,842     $ 6,345,427     $ 2,508,198  

The accompanying notes are an integral part of these consolidated financial statements.

 
8

 

Niveous Holding Company Limited and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income
For the years ended December 31, 2007, 2006 and 2005 and the six months ended June 30, 2008 (unaudited) (As restated)
(In US Dollars)

                           
Accumulated
                         
               
Additional
   
Statutory
   
Other
   
Retained
   
Due From
   
Total
       
   
Capital Shares
   
Paid-in
   
Reserve
   
Comprehensive
   
Earnings
   
Related
   
Stockholders’
   
Comprehensive
 
   
Shares
   
Amount
   
Capital
   
Fund
   
Income
   
(Unrestricted)
   
Party
   
Equity
   
Income
 
                                                       
Balance at December 31, 2004
    10,000     $ 10,000     $ -     $ -     $ (22,367 )   $ 1,022,410     $ -     $ 1,010,043        
Imputed interest allocated
    -       -       97,106       -       -       -       -       97,106        
Due from related parties
    -       -       -       -       -       -       (855,684 )     (855,684 )      
Foreign currency translation adjustment
    -       -       -       -       92,536       -       -       92,536     $ 92,536  
Net income for the year
    -       -       -       -       -       2,037,612       -       2,037,612       2,037,612  
Comprehensive income
    -       -       -       -       -       -       -       -     $ 2,130,148  
Balance at December 31, 2005 (As restated)
    10,000       10,000       97,106       -       70,169       3,060,022       (855,684 )     2,381,613          
Allocation of retained earnings to statutory reserve fund
    -       -       -       522,058       -       (522,058 )     -       -          
Imputed interest allocated
    -       -       125,024       -       -       -       -       125,024          
Due from related parties
    -       -       -       -       -       -       (6,159,334 )     (6,159,334 )        
Foreign currency translation adjustment
    -       -       -       -       369,519       -       -       369,519     $ 369,519  
Net income for the year
    -       -       -       -       -       5,202,285       -       5,202,285       5,202,285  
Comprehensive income
    -       -       -       -       -       -       -       -     $ 5,571,804  
Balance at December 31, 2006 (As restated)
    10,000       10,000       222,130       522,058       439,688       7,740,249       (7,015,018 )     1,919,107          
Allocation of retained earnings to statutory reserve fund
    -       -       -       756,706       -       (756,706 )     -       -          
Imputed interest allocated
    -       -       526,428       -       -       -       -       526,428          
Due from related parties
    -       -       -       -       -       -       4,801,648       4,801,648          
Foreign currency translation adjustment
    -       -       -       -       1,682,924       -       -       1,682,924     $ 1,682,924  
Net income for the year
    -       -       -       -       -       8,466,520       -       8,466,520       8,466,520  
Comprehensive income
    -       -       -       -       -       -       -       -     $ 10,149,444  
Balance at December 31, 2007 (As restated)
    10,000       10,000       748,558       1,278,764       2,122,612       15,450,063       (2,213,370 )     17,396,627          
Imputed interest allocated
    -       -       299,333       -       -       -       -       299,333          
Due from related parties
    -       -       -       -       -       -       (5,453,546 )     (5,453,546 )        
Foreign currency translation adjustment
    -       -       -       -       1,750,231       -       -       1,750,231     $ 1,750,231  
Net income for six months ended June 30, 2008
    -       -       -       -       -       6,345,427       -       6,345,427       6,345,427  
Comprehensive income
    -       -       -       -       -       -       -       -     $ 8,095,658  
Balance at June 30, 2008 (Unaudited) (As restated)
    10,000     $ 10,000     $ 1,047,891       1,278,764     $ 3,872,843     $ 21,795,490     $ (7,666,916 )   $ 20,338,072          

The accompanying notes are an integral part of these consolidated financial statements.

 
9

 

Niveous Holding Company Limited and Subsidiaries
Consolidated Statements of Cash Flows
(In US Dollars)

   
For Six Months Ended
 
   
June 30,
 
   
2008
   
2007
 
   
(Unaudited)
   
(Unaudited)
 
   
(As restated)
   
(As restated)
 
Cash Flows From Operating Activities
           
             
Net Income
  $ 6,345,427     $ 2,508,198  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Minority Interest
    163,555       64,660  
Bad debt
    384,102       783,623  
Depreciation
    2,347,467       482,603  
Amortization
    33,488       30,624  
Imputed interest
    299,333       249,239  
Write-down of inventory
    -       390,406  
Changes in operating assets and liabilities:
               
Account receivable-trade, net
    (1,290,015 ) )     (5,840,037 )
Advance to suppliers for purchases
    (13,789,120 )     (4,594,346 )
Prepaid expenses and deposits
    (64,169 )     56,618  
Inventories, net
    (1,483,490 )     183,641  
Restricted cash
    (1,617,120 )     (267,974 )
Accounts payable and accrued liabilities
    10,548,123       1,573,274  
Various taxes payable
    46,964       (700,402 )
Wages payable
    (201,190 )     (49,719 )
Corporate tax payable
    1,114,778       456,168  
Net cash provided by (used in) operating activities
    2,838,133       (4,673,424 )
                 
Cash Flows From Investing Activities
               
Due from related parties
    (5,453,546 )     (3,674,872 )
Purchases of property and equipment
    (2,899,305 )     (978,698 )
Net cash provided by (used in) investing activities
    (8,352,851 )     (4,653,570 )
                 
Cash Flows From Financing Activities
               
Proceeds of loans
    46,903,423       33,302,808  
Repayments of loans
    (48,352,615 )     (24,111,541 )
Proceeds of bank notes
    19,740,993       6,283,611  
Repayments of bank notes
    (12,832,265 )     (6,198,643 )
Capital lease payable
    -       (61,669 )
Due to shareholder
    (1,165,113 )     1,387,950  
Net cash provided by (used in) financing activities
    4,294,423 )     10,602,516  
                 
Effect of exchange rate changes on cash
    766,625       389,036  
Net increase in cash and cash equivalents
    (453,670 )     1,664,558  
                 
Cash and cash equivalents, beginning of period
    1,438,651       559,390  
                 
Cash and cash equivalents, end of period
  $ 984,981     $ 2,223,948  
                 
Supplemental disclosure information:
               
                 
Interest expense paid
  $ 1,045,237     $ 640,095  
Income taxes paid
  $ 975,084     $ 434,122  

The accompanying notes are an integral part of these consolidated financial statements.

 
10

 
 
Niveous Holding Company Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts and disclosures at and for the three and six months ended June 30, 2008 and 2007 are unaudited)
 
1.
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

On October 7, 2008, independent registered public accounting firm Kempisty & Company Certified Public Accountants, P.C. (“Kempisty & Company”), informed NIVS IntelliMedia Technology Group, Inc. (the “Company”) that its financial statements for the year ended December 31, 2007, 2006, 2005, and the six months ended June 30, 2008, should not be relied upon due to an error in the accounting treatment of imputed interest on due to shareholders loan, resulting in an understatement of the registrant’s expenses for those periods. Authorized officers of the Company’s Board of Directors concluded on October 7, 2008, that the Company should restate the financial statements described above and file an amendment to its registration statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2008 and Form 10-Q filed with the SEC on August 19, 2008.

Subsequently, Kempisty & Company informed the Company that its financial statements for the year ended December 31, 2007, 2006, and 2005 and for the quarter ended June 30, 2008 and 2007 should not be relied upon due to a misclassification for “Due from related parties,” resulting in an overstatement of the registrant’s assets and shareholders’ equity for those periods. Authorized officers of the Company’s Board of Directors concluded that the Company should restate the financial statements described above and file an amendment to its registration statement on Form S-1 filed with the SEC on December 24, 2008 and Form 10-Q filed with the SEC on August 19, 2008.

Effects of Restatements

To correct the above noted errors, the Company has restated the accompanying consolidated balance sheets as of June 30, 2008 and December 31, 2007, and its consolidated statements of operations for the three and six months ended June 30, 2008 and 2007, consolidated statements of cash flows for the six months ended June 30, 2008 and 2007, and consolidated statements of stockholders’ equity and comprehensive income for the six months ended June 30, 2008 and the years ended December 31, 2007, 2006, and 2005, and the notes to the consolidated financial statements for such periods as appropriate.

The following is a summary of the corrections described above:

Consolidated Balance sheets
 
   
As
 previously
reported
 at
 December
31, 2007
   
As restated
at December
31, 2007
   
As
previously
reported
 at June 30,
2008
   
As restated
at June 
30, 2008
 
Assets
                       
Due from related parties
    2,213,370       -       7,666,916       -  
Minority interest
    638.844       620,131       856,090       829,894  
Shareholders’ Equity
                               
Additional paid-in capital
    -       748,558       -       1,047,891  
Retained earnings
    16,179,908       15,450,063       22,817,185       21,795,490  
Due from related parties
    -       (2,213,370 )     -       (7,666,916 )

Consolidated Statements of Operations

   
For the three months ended
 June 30, 2008
   
For the three months ended
 June 30, 2007
   
For the six months ended
 June 30,2008
   
For the six months ended
 June 30,2007
 
   
As previously
reported
   
As restated
   
As previously
reported
   
As restated
   
As previously
reported
   
As restated
   
As previously
reported
   
As restated
 
                                                 
Imputed interest
  $ -       109,194     $ -       140,817     $ -     $ 299,333     $ -     $ 249,239  
                                                                 
Minority interest
    86,965       79,482       31,222       24,991       171,038       163,555     $ 70,891     $ 64,660  

 
11

 

Niveous Holding Company Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts and disclosures at and for the three and six months ended June 30, 2008 and 2007 are unaudited)

Consolidated Statements of changes in Stockholders’ Equity and Comprehensive Income

   
For the year ended
 December 31, 2007
   
For the year ended
 December 31, 2006
   
For the year ended
 December 31, 2005
   
For the quarter ended
 June 30, 2008
 
   
As
previously
reported
   
As
restated
   
As
previously
reported
   
As restated
   
As
previously
reported
   
As
restated
   
As
previously
reported
   
As restated
 
                                                 
Additional Paid-in Capital
  $ -     $ 748,558     $ -     $ 222,130     $ -     $ 97,106     $ -     $ 1,047,891  
                                                                 
Retained Earnings(unrestricted)
    16,179,908       15,450,063       7,956,825       7,740,249       3,154,701       3,060,022       26,817,185       21,795,490  
                                                                 
Due from related parties
    -       (2,213,370 )     -       (7,015,018 )     -       (855,684 )     -       (7,666,916 )

Consolidated Statements of Cash Flows

   
For the quarter ended
 June 30, 2008
   
For the quarter ended
 June 30, 2007
 
   
As previously
reported
   
As reported
   
As previously
reported
   
As restated
 
                         
Cash flow from operating activities
                       
Net income
  $ 6,637,277     $ 6,345,427     $ 2,751,206     $ 2,508,198  
Minority interest
    171,038       163,555       70,891       64,660  
Bad debt
    -       384,102       -       783,623  
Imputed interest
    -       299,333       -       249,239  
Account receivable-trade
    (905,913 )     (1,290,015 ))     (5,056,414 )     (5,840,037 )
                                 
Cash flow from investing activities
                               
Due from related parties
    -       (5,453,546 )     -       (3,674,872 )
                                 
Cash flow from financing activities
                               
Due from related parties
    (5,453,546 )     -       (3,674,872 )     -  

2.
DESCRIPTION OF BUSINESS AND ORGANIZATION

NIVS IntelliMedia Technology Group, Inc. (“NIVS USA”) was incorporated in the State of Delaware on December 7, 2006. NIVS USA was originally organized as a “blank check” shell company to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation. On July 25, 2008, NIVS USA (i) closed a share exchange transaction pursuant to which it became the 100% parent of Niveous Holding Company Limited (“Niveous”) (ii) assumed the operations of Niveous and its subsidiaries, and (iii) changed its name from SRKP 19, Inc. to NIVS IntelliMedia Technology Group, Inc.

Because the shares issued by the NIVS USA to the shareholders of Niveous and their designees in the aforementioned transaction represented a controlling interest, the transaction has been accounted for as a recapitalization or reverse merger with Niveous being considered the acquirer. The accompanying consolidated financial statements have been restated on a retroactive basis to present the capital structure of Niveous as though it were the reporting entity.

Niveous was incorporated in the British Virgin Islands (BVI) on October 31, 2003. As at December 31, 2007, Niveous had 50,000 capital shares authorized with $1.00 par value and 10,000 shares issued and outstanding.

 
12

 

Niveous Holding Company Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts and disclosures at and for the three and six months ended June 30, 2008 and 2007 are unaudited)

In April, 2004, Niveous, the BVI company, acquired 97.5% of ownership of NIVS (HZ) Audio & Video Tech Company Limited (“NIVS PRC”) from its original shareholders. NIVS PRC is the main operating company located in Huizhou, PRC. It engages in research, development, production, marketing and sales of audio & video electronic equipments for domestic and international market. As at December 31, 2004, Niveous and Mr. Li Tianfu hold 97.5% and 2.5% of total interests of NIVS PRC, respectively.

In April, 2005, Niveous acquired 100% of ownership of NIVS International (H.K.) Limited (“NIVS HK”) under an ownership transfer agreement. NIVS HK is a holding company incorporated in November 2004 in Hong Kong, PRC with the original sole shareholder Mr. Li Tianfu. Pursuant to the transfer agreement, Niveous agreed to pay Mr. Li Tianfu 1M HKD for the ownership transfer.

In February 2006, NIVS PRC established a branch company NIVS (HZ) Audio & Video Tech Company Limited Shenzhen Branch (“NIVS Shenzhen”) located in Shenzhen, PRC. The establishment of NIVS Shenzhen is for the purpose of corporate restructuring and planning.

In November 2007, Niveous entered an ownership transfer agreement to transfer its whole ownership of NIVS PRC to NIVS HK. After the restructuring, NIVS PRC became a subsidiary of NIVS HK. As at December 31, 2007, NIVS HK and Mr. Li Tianfu hold 97.5% and 2.5% of total interests of NIVS PRC, respectively.

In June 2008, NIVS HK entered an ownership transfer agreement to transfer its whole ownership of NIVS PRC to Niveous. Pursuant to the agreement, Niveous agreed to pay NIVS HK 50M HKD within three months. After the restructuring, NIVS PRC became a subsidiary of Niveous. As a result, Niveous and Mr. Li Tianfu hold 97.5% and 2.5% of total interests of NIVS PRC, respectively.

In June 2008, Niveous entered into entered into a share exchange agreement with SRKP 19, Inc., a Delaware corporation, and all of the shareholders of Niveous. Pursuant to the exchange agreement, as it was amended (the “Exchange Agreement”), SRKP 19 agreed to issue an aggregate of 27,546,667 shares of its common stock in exchange for all of the issued and outstanding securities of Niveous (the “Share Exchange”). The Share Exchange closed in July 2008. Upon the closing of the Share Exchange on July 25, 2008, SRKP 19 issued an aggregate of 27,546,667 shares of its common stock to the shareholders of Niveous and their designees in exchange for all of the issued and outstanding securities of Niveous. Immediately after the closing of the Share Exchange, SRKP 19 changed its corporate name from “SRKP 19, Inc.” to “NIVS IntelliMedia Technology Group, Inc.” For accounting purposes, the Share Exchange will be treated as a reverse acquisition.

Prior to the closing of the Share Exchange, the NIVS USA’s shareholders canceled an aggregate of 4,756,390 shares held by them such that there were 2,340,000 shares of common stock outstanding immediately prior to the Share Exchange. The shareholders also canceled an aggregate of 6,149,723 warrants such that the shareholders held an aggregate of 946,667 warrants immediately after the Share Exchange.

Concurrently with the close of the Share Exchange, NIVS IntelliMedia Technology Group, Inc. conducted an initial closing of a private placement transaction pursuant to which NIVS IntelliMedia Technology Group, Inc. sold an aggregate of 5,239,460 shares of common stock at $1.80 per share, for gross proceeds of approximately $9.4 million. On August 12, 2008, NIVS IntelliMedia Technology Group, Inc. conducted a second and final closing of the private placement pursuant to which NIVS IntelliMedia Technology Group, Inc. sold an aggregate of 1,304,587 shares of common stock at $1.80 per share, for gross proceeds of approximately $2.3 million. Accordingly, NIVS IntelliMedia Technology Group, Inc. sold a total of 6,544,047 shares of common stock in the private placement for aggregate gross proceeds of $11.8 million. WestPark Capital, Inc., the placement agent for the Private Placement, was paid a commission equal to 6.5% of the gross proceeds from the financing, in addition to a $130,000 success fee for the Share Exchange, for an aggregate fee of approximately $896,000. NIVS IntelliMedia Technology Group, Inc. agreed to file a registration statement covering the common stock sold in the Private Placement within 30 days of the closing of the Share Exchange.

NIVS USA and its subsidiaries – Niveous, NIVS HK, NIVS PRC and NIVS Shenzhen shall be collectively referred to throughout as the “Company”. To summarize the paragraphs above, the organization and ownership structure of the Company is currently as follows:

 
13

 

Niveous Holding Company Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts and disclosures at and for the three and six months ended June 30, 2008 and 2007 are unaudited)


3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
a.
Basis of preparation

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

 
b.
Basis of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant inter-company transactions have been eliminated in consolidation.

 
c.
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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting year. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates.

 
d.
Fair values of financial instruments

The Company values its financial instruments as required by Statement of Financial Accounting Standard (SFAS) No. 107, “Disclosures about Fair Value of Financial Instruments”. The estimated fair value amounts have been determined by the Company, using available market information and appropriate valuation methodologies. The estimates presented herein are not necessarily indicative of amounts that the Company could realize in a current market exchange.

The Company’s financial instruments primarily consist of cash and cash equivalents, trade receivables, short-term loans receivable, inventories, due from related parties, prepaid expenses and other receivables, accounts payable-trade, accrued liabilities and other payables, value-added taxes (VAT) payable, short term loans, current portion of bank loans payable, registration rights penalty payable, other taxes payable, wages payable, corporate income taxes payable, due to related parties.

As of the balance sheet date, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective year ends.

 
14

 

Niveous Holding Company Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts and disclosures at and for the three and six months ended June 30, 2008 and 2007 are unaudited)

 
e.
Cash and cash equivalents

Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less.

 
f.
Accounts Receivable

Accounts receivables are recognized and carried at original invoiced amount less an allowance for uncollectible accounts, as needed.

The Company uses the aging method to estimate the valuation allowance for anticipated uncollectible receivable balances. Under the aging method, bad debts percentages determined by management based on historical experience as well as current economic climate are applied to customers’ balances categorized by the number of months the underlying invoices have remained outstanding. The valuation allowance balance is adjusted to the amount computed as a result of the aging method. When facts subsequently become available to indicate that the amount provided as the allowance was incorrect, an adjustment which classified as a change in estimate is made.

 
g.
Inventories

Inventories are stated at the lower of cost, as determined on a weighted average basis, or market. Costs of inventories include purchase and related costs incurred in bringing the products to their present location and condition. Market value is determined by reference to selling prices after the balance sheet date or to management’s estimates based on prevailing market conditions. The management writes down the inventories to market value if it is below cost. The management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if valuation allowance is required.

 
h.
Property and Equipment

Property and equipment are initially recognized and recorded at cost. Gains or losses on disposals are reflected as gain or loss in the period of disposal. The cost of improvements that extend the life of plant and equipment are capitalized. These capitalized costs may include structural improvements, equipment and fixtures. All ordinary repairs and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets:

 
Building
Molds
Machinery and Equipment
Electronic Equipment
38 years
8 years
10 years
5 years
 
 
Leasehold Improvements
5 years
 
 
Office and Other Equipment
5 years
 
 
Automobiles
5 years
 

 
i.
Intangible Assets

The Company’s intangible assets are stated at cost less accumulated amortization and are comprised of land-use rights and computer software use rights.  Land-use rights are related to land the Company occupies in Guangdong Province, PRC and are being amortized on a straight-line basis over a period of 40 years. Computer software use rights are being amortized on a straight-line basis over a period of 10 years.

 
j.
Impairment of Long-Lived Assets

The Company accounts for impairment of plant and equipment and amortizable intangible assets in accordance with SFAS No. 144, “Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of”, which requires the Company to evaluate a long-lived asset for recoverability when there is event or circumstance that indicate the carrying value of the asset may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset or asset group is not recoverable (when carrying amount exceeds the gross, undiscounted cash flows from use and disposition) and is measured as the excess of the carrying amount over the asset’s (or asset group’s) fair value.

 
15

 

Niveous Holding Company Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts and disclosures at and for the three and six months ended June 30, 2008 and 2007 are unaudited)

 
k.
Comprehensive income  

The Company has adopted SFAS No. 130, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income, its components, and accumulated balances in a full-set of general-purpose financial statements. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments.

 
l.
Revenue recognition

The Company generates revenues from the sales of audio and video products. Sales are recognized when the following four revenue criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. Sales are presented net of value added tax (VAT). No return allowance is made as products returns are insignificant based on historical experience.
 
 
m.
Government grants

Grants from the PRC government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.

Government grants are recognized as revenues or gains in the period received and as assets, decreases of liabilities, or expenses depending on the form of the grants received.

 
n.
Research and development costs

Research and development costs are expensed to operations as incurred.  The Company spent $407,182, and $142,272 on direct research and development (“R&D”) efforts for the six months ended June 30, 2008 and 2007, respectively.

 
o.
Income taxes

The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". SFAS No. 109 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

 
p.
Foreign currency translation

The functional currency of Niveous and NIVS HK is Hong Kong Dollar (“HKD”). The Company maintains its financial statements using the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods.

The functional currency of NIVS PRC and NIVS Shenzhen is the Renminbi (“RMB”), the PRC’s currency. These two companies maintain their financial statements using their own functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods.

 
16

 

Niveous Holding Company Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts and disclosures at and for the three and six months ended June 30, 2008 and 2007 are unaudited)

For financial reporting purposes, the financial statements of Niveous and NIVS HK, which are prepared in HKD, are translated into the Company’s reporting currency, United States Dollars (“USD”); the financial statements of NIVS PRC and NIVS Shenzhen, which are prepared in RMB, are translated into the Company’s reporting currency, USD. Balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using the average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholder’s equity.

The exchange rates used for foreign currency translation were as follows (USD$1 = RMB):

Period Covered
 
Balance Sheet Date Rates
   
Average Rates
 
For three months ended June 30, 2008
    6.85166       6.98642  
For three months ended June 30, 2007
    7.60456       7.62241  
For six months ended June 30, 2008
    6.85166       7.05019  
For six months ended June 30, 2007
    7.60456       7.70950  

The exchange rates used for foreign currency translation were as follows (USD$1 = HKD):

Period Covered
 
Balance Sheet Date Rates
   
Average Rates
 
For three months ended June 30, 2008
    7.80092       7.80012  
For three months ended June 30, 2007
    7.79605       7.76216  
For six months ended June 30, 2008
    7.80092       7.81678  
For six months ended June 30, 2007
    7.79605       7.78210  

 
q.
Related parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

 
r.
Customer deposit

The customer deposits are recorded as liability when the Company receives it and are recognized as revenue after the total amount is paid off upon the delivery of the products.

 
s.
Recently issued accounting pronouncements

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 concludes that unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents are participating securities, and thus, should be included in the two-class method of computing earnings per share (“EPS”). FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Early application of EITF 03-6-1 is prohibited. It also requires that all prior-period EPS data be adjusted retrospectively. We have not yet determined the effect, if any, of the adoption of this statement on our financial condition or results of operations.

In April 2008, the FASB issued Staff Position FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”) which amends the factors an entity should consider in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS No. 142, Goodwill and Other Intangible Assets (“FAS No. 142”). FSP FAS 142-3 applies to intangible assets that are acquired individually or with a group of assets and intangible assets acquired in both business combinations and asset acquisitions. It removes a provision under FAS No. 142, requiring an entity to consider whether a contractual renewal or extension clause can be accomplished without substantial cost or material modifications of the existing terms and conditions associated with the asset. Instead, FSP FAS 142-3 requires that an entity consider its own experience in renewing similar arrangements. An entity would consider market participant assumptions regarding renewal if no such relevant experience exists. FSP FAS 142-3 is effective for year ends beginning after December 15, 2008 with early adoption prohibited. We have not yet determined the effect, if any, of the adoption of this statement on our financial condition or results of operations.

 
17

 

Niveous Holding Company Limited and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts and disclosures at and for the three and six months ended June 30, 2008 and 2007 are unaudited)

In March 2008, the FASB issued SFAS 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 is currently evaluating the impact of adopting SFAS 161 on its consolidated financial statements.

In February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”. SFAS No. 155 amends SFAS No 133, “Accounting for Derivative Instruments and Hedging Activities”, and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS No. 155, permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Company’s first fiscal year that begins after September 15, 2006. The adoption of this statement did not have a material impact on the Company’s financial position or results of operations.

In March 2006 FASB issued SFAS 156 “Accounting for Servicing of Financial Assets” this Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

 
·
Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.
 
·
Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.
 
·
Permits an entity to choose 'Amortization method' or ‘Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities.
 
·