þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
|
September 30, 2012
|
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 Number:
|
001-34711
|
CHINA JO-JO DRUGSTORES, INC.
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
98-0557852
|
|
(State or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer Identification No.)
|
|
Room 507-513, 5th Floor A Building, Meidu Plaza
Gongshu District, Hangzhou, Zhejiang Province
People’s Republic of China
|
||
(Address of principal executive offices)
|
(Zip Code)
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+86 (571) 88077078
|
(Registrant’s telephone number, including area code)
|
N/A
|
(Former name, former address and former fiscal year, if changed since last report)
|
Large Accelerated Filer o
|
Accelerated Filer o
|
|
Non-accelerated filer o (Do not check if a smaller reporting company)
|
Smaller reporting company þ
|
Page
|
|||
PART I
|
FINANCIAL INFORMATION
|
||
Item 1.
|
Financial statements
|
4
|
|
Unaudited condensed consolidated balance sheets as of September 30, 2012 and March 31, 2012
|
4
|
||
Unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended September 30, 2012 and 2011
|
5
|
||
Unaudited condensed consolidated statements of cash flows for the six months ended September 30, 2012 and 2011
|
6
|
||
Notes to unaudited condensed consolidated financial statements
|
7
|
||
Item 2.
|
Management's discussion and analysis of financial condition and results of operations
|
22
|
|
Item 3.
|
Quantitative and qualitative disclosures about market risk
|
29
|
|
Item 4.
|
Controls and Procedures
|
29
|
|
PART II
|
OTHER INFORMATION
|
30
|
|
Item 1.
|
Legal proceedings
|
30
|
|
Item 1A.
|
Risk factors
|
30
|
|
Item 2.
|
Unregistered sales of equity securities and use of proceeds
|
30
|
|
Item 3.
|
Defaults upon senior securities
|
30
|
|
Item 4.
|
Reserved
|
30
|
|
Item 5.
|
Other information
|
30
|
|
Item 6.
|
Exhibits
|
30
|
|
Signatures
|
32
|
September 30,
|
March 31,
|
|||||||
2012
|
2012
|
|||||||
A S S E T S
|
||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$ |
3,507,961
|
$ | 3,833,216 | ||||
Restricted cash
|
2,731,516
|
2,818,449 | ||||||
Notes receivable
|
928,330 | - | ||||||
Trade accounts receivable, net
|
26,980,178 | 16,516,671 | ||||||
Inventories
|
8,770,383 | 6,875,574 | ||||||
Other receivables
|
1,209,972 | 603,294 | ||||||
Advances to suppliers, net
|
16,287,584 | 14,347,557 | ||||||
Other current assets
|
3,635,708 | 2,853,301 | ||||||
Total current assets
|
64,051,632 | 47,848,062 | ||||||
PROPERTY AND EQUIPMENT, net
|
14,936,637 | 15,647,120 | ||||||
OTHER ASSETS
|
||||||||
Long term deposits
|
2,454,194 | 2,872,219 | ||||||
Other noncurrent assets
|
5,532,164 | 5,776,667 | ||||||
Intangible assets, net
|
1,270,471 | 2,816,945 | ||||||
Total other assets
|
9,256,829 | 11,465,831 | ||||||
Total assets
|
$ | 88,245,098 | $ | 74,961,013 | ||||
L I A B I L I T I E S A N D S T O C K H O L D E R S' E Q U I T Y
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable, trade
|
$ | 23,835,552 | $ | 13,906,383 | ||||
Notes payable
|
6,541,763 | 4,208,928 | ||||||
Other payables
|
1,497,812 | 782,586 | ||||||
Other payables - related parties
|
1,162,807 | 1,458,441 | ||||||
Customer deposit
|
2,990,743 | 1,332,141 | ||||||
Taxes payable
|
227,415 | 469,606 | ||||||
Accrued liabilities
|
418,374 | 417,184 | ||||||
Total current liabilities
|
36,674,466 | 22,575,269 | ||||||
Purchase option derivative liability
|
8,672 | 34,419 | ||||||
Total liabilities
|
36,683,138 | 22,609,688 | ||||||
COMMITMENTS AND CONTINGENCIES
|
||||||||
STOCKHOLDERS' EQUITY
|
||||||||
Preferred stock; $0.001 par value; 10,000,000 shares authorized; nil issued and outstanding as of
September 30, 2012 and March 30, 2012
|
- | - | ||||||
Common stock; $0.001 par value; 250,000,000 shares authorized; 13,666,370 and 13,589,621
shares issued and outstanding as of September 30, 2012 and March 31, 2012
|
13,666 | 13,589 | ||||||
Additional paid-in capital
|
16,950,199 | 16,853,039 | ||||||
Statutory reserves
|
1,309,109 | 1,309,109 | ||||||
Retained earnings
|
30,435,538 | 31,429,100 | ||||||
Accumulated other comprehensive income
|
2,855,108 | 2,747,561 | ||||||
Total stockholders' equity
|
51,563,620 | 52,352,398 | ||||||
Noncontrolling interests
|
(1,660 | ) | (1,073 | ) | ||||
Total equity
|
51,561,960 | 52,351,325 | ||||||
Total liabilities and stockholders' equity
|
$ | 88,245,098 | $ | 74,961,013 |
For the three months ended
September 30,
|
For the six months ended
September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
REVENUES, NET
|
$ | 26,665,114 | $ | 22,224,947 | $ | 59,512,445 | $ | 43,652,806 | ||||||||
COST OF GOODS SOLD
|
23,242,917 | 15,967,051 | 50,945,471 | 30,525,587 | ||||||||||||
GROSS PROFIT
|
3,422,197 | 6,257,896 | 8,566,974 | 13,127,219 | ||||||||||||
SELLING EXPENSES
|
2,102,621 | 2,711,494 | 3,960,845 | 4,089,794 | ||||||||||||
GENERAL AND ADMINISTRATIVE EXPENSES
|
1,310,313 | 1,320,521 | 4,156,892 | 2,395,304 | ||||||||||||
TOTAL OPERATING EXPENSES
|
3,412,934 | 4,032,015 | 8,117,737 | 6,485,098 | ||||||||||||
INCOME FROM OPERATIONS
|
9,263 | 2,225,881 | 449,237 | 6,642,121 | ||||||||||||
OTHER INCOME (EXPENSE), NET
|
(90,332 | ) | 187,166 | 8,367 | 206,586 | |||||||||||
IMPAIRMENT OF GOODWILL
|
(1,473,606 | ) | - | (1,473,606 | ) | - | ||||||||||
CHANGE IN FAIR VALUE OF PURCHASE OPTION DERIVATIVE LIABILITY
|
25,905 | 34,356 | 25,747 | 96,988 | ||||||||||||
(LOSS) INCOME BEFORE INCOME TAXES
|
(1,528,770 | ) | 2,447,403 | (990,255 | ) | 6,945,695 | ||||||||||
PROVISION FOR INCOME TAXES
|
10 | 817,990 | 3,892 | 2,073,553 | ||||||||||||
NET (LOSS) INCOME
|
(1,528,780 | ) | 1,629,413 | (994,147 | ) | 4,872,142 | ||||||||||
ADD: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
331 | 4,300 | 585 | 4,300 | ||||||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO CHINA JO-JO DRUGSTORES, INC.
|
(1,528,449 | ) | 1,633,713 | (993,562 | ) | 4,876,442 | ||||||||||
OTHER COMPREHENSIVE INCOME
|
||||||||||||||||
Foreign currency translation adjustments
|
52,538 | 508,923 | 107,547 | 1,083,488 | ||||||||||||
COMPREHENSIVE INCOME (LOSS)
|
$ | (1,475,911 | ) | $ | 2,142,636 | $ | (886,015 | ) | $ | 5,959,930 | ||||||
WEIGHTED AVERAGE NUMBER OF SHARES:
|
||||||||||||||||
Basic
|
13,588,569
|
13,547,157 |
13,575,550
|
13,541,136 | ||||||||||||
Diluted
|
13,588,569
|
13,547,157 |
13,575,550
|
13,541,136 | ||||||||||||
(LOSS) EARNINGS PER SHARE:
|
||||||||||||||||
Basic
|
$ | (0.11 | ) | $ | 0.12 | $ | (0.07 | ) | $ | 0.36 | ||||||
Diluted
|
$ | (0.11 | ) | $ | 0.12 | $ | (0.07 | ) | $ | 0.36 |
Six months ended
September 30,
|
||||||||
2012
|
2011
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income (loss)
|
$
|
(994,147
|
)
|
$
|
4,872,142
|
|||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
1,295,175
|
1,118,932
|
||||||
Stock compensation
|
97,236
|
52,133
|
||||||
Bad debt expense
|
834,772
|
182,398
|
||||||
Impairment of Goodwill
|
1,473,606
|
-
|
||||||
Change in fair value of purchase option derivative liability
|
(25,747
|
)
|
(96,988
|
)
|
||||
Change in operating assets:
|
||||||||
Accounts receivable, trade
|
(11,009,813
|
)
|
(2,435,921
|
)
|
||||
Notes receivable
|
(928,801
|
)
|
-
|
|||||
Inventories
|
(1,887,064
|
)
|
1,282,841
|
|||||
Other receivables
|
(761,810
|
)
|
(523,817
|
)
|
||||
Advances to suppliers
|
(2,040,116
|
)
|
2,173,332
|
|||||
Other current assets
|
(779,191
|
)
|
5,610,337
|
|||||
Long term deposit
|
421,871
|
(18,485
|
)
|
|||||
Other noncurrent assets
|
251,938
|
106,115
|
||||||
Change in operating liabilities:
|
||||||||
Accounts payable, trade
|
9,916,586
|
4,279,623
|
||||||
Other payables and accrued liabilities
|
715,342
|
(1,046,197
|
)
|
|||||
Customer deposits
|
1,657,754
|
676,373
|
)
|
|||||
Taxes payable
|
(242,908
|
)
|
(495,891
|
) | ||||
Net cash provided by (used in) operating activities
|
(2,005,317
|
)
|
15,736,927
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of equipment
|
(234,151
|
)
|
(2,155,443
|
)
|
||||
Advance payments on equipment purchase
|
- |
(774,500
|
)
|
|||||
Additions to leasehold improvements
|
(253,163
|
)
|
(1,373,605
|
)
|
||||
Payments on construction-in-progress
|
-
|
(6,729,437
|
)
|
|||||
Net payments for business acquisitions
|
- |
(3,282,727
|
)
|
|||||
Net cash used in investing activities
|
(487,314
|
)
|
(14,315,712
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Change in restricted cash
|
90,544
|
193,300
|
||||||
Payments on notes payable
|
-
|
(3,703,942
|
)
|
|||||
Proceeds from shareholders
|
- |
58,862
|
||||||
Increase in notes payable
|
2,328,686
|
-
|
||||||
Decrease in other payables- related parties
|
(295,954
|
)
|
-
|
|||||
Net cash (used in) provided by financing activities
|
2,123,276
|
(3,451,780
|
)
|
|||||
EFFECT OF EXCHANGE RATE ON CASH
|
44,100
|
130,934
|
||||||
DECREASE IN CASH
|
(325,255
|
)
|
(1,899,631
|
)
|
||||
CASH, beginning of Period
|
3,833,216
|
6,489,905
|
||||||
CASH, end of Period
|
$
|
3,507,961
|
$
|
4,590,274
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid for income taxes
|
$
|
-
|
$
|
2,428,768
|
||||
Non-cash investing activities | ||||||||
Transfer from construction-in-progress to leasehold improvement
|
$ |
2,703,428
|
$ |
-
|
||||
Non-cash financing activities
|
||||||||
Notes payable transferred to vendors
|
$
|
-
|
$
|
3,431,091
|
Entity Name
|
Background
|
Ownership
|
|||
Renovation HK
|
●
|
Incorporated in Hong Kong SAR on September 2, 2008
|
100%
|
||
Jiuxin Management
|
●
●
●
|
Established in the PRC on October 14, 2008
Deemed a wholly foreign owned enterprise (“WFOE”) under PRC law
Registered capital of $4,500,000 fully paid
|
100%
|
||
Shouantang Technology
|
●
●
●
·
|
Established in the PRC on July 16, 2010 by Renovation with registered
capital of $20 million
Registered capital requirement reduced by the SAIC to $11 million in
July, 2012 and is fully paid
Deemed a WFOE under PRC law
Invests and finances the working capital of Quannuo Technology
|
100%
|
Qianhong Agriculture
|
●
●
●
|
Established in the PRC on August 10, 2010 by Jiuxin Management
Registered capital of RMB 10,000,000 fully paid
Carries out cultivation of TCM herbal plants
|
100%
|
||
Quannuo Technology
|
●
●
●
●
|
Established in the PRC on July 7, 2009
Registered capital of RMB 10,000,000 fully paid
Acquired by Shouantang Technology in November 2010
Operates the Company’s online pharmacy website and provide software
and technical support
|
100%
|
||
Hangzhou Quannuo
|
●
●
●
|
Established in the PRC on July 8, 2010 by Quannuo Technology
Registered capital of RMB 800,000 fully paid
Operates one “Quannuo Grand Pharmacy”
|
100%
|
||
Jiuzhou Pharmacy (1)
|
●
●
●
|
Established in the PRC on September 9, 2003
Registered capital of RMB 5 million fully paid
Operates the “Hangzhou Jiuzhou Grand Pharmacy” stores in and around
Hangzhou and Jiangshan
|
VIE by contractual
arrangements (2)
|
||
Jiuzhou Clinic (1)
|
●
●
|
Established in the PRC as a general partnership on October 10, 2003
Operates a medical clinic adjacent to one of Jiuzhou Pharmacy’s stores
|
VIE by contractual
arrangements (2)
|
||
Jiuzhou Service (1)
|
●
●
●
|
Established in the PRC on November 2, 2005
Registered capital of RMB 500,000 fully paid
Operates a medical clinic adjacent to one of Jiuzhou Pharmacy’s stores
|
VIE by contractual
arrangements (2)
|
||
Shanghai Lydia
|
●
●
●
|
Established in the PRC on January 31, 2011 by Jiuzhou Pharmacy
Registered capital of RMB 1,000,000 fully paid
Operates the “Lydia Grand Pharmacy” store in Shanghai
|
VIE by contractual arrangements as a wholly-owned subsidiary of Jiuzhou Pharmacy (2)
|
||
Jiuxin Medicine
|
●
●
●
●
|
Established in PRC on December 31, 2003
Acquired by Jiuzhou Pharmacy in August 2011
Registered capital of RMB 10 million fully paid
Carries out pharmaceutical distribution services
|
VIE by contractual arrangements as a wholly-owned subsidiary of Jiuzhou Pharmacy (2)
|
||
Shanghai Zhongxing
|
●
●
●
●
|
Established in PRC on June 19, 2006
Registered capital of RMB 1 million fully paid
99% acquired by Shanghai Lydia in July 2011
Operates the “Zhongxing Grand Pharmacy” store in Shanghai
|
VIE by contractual arrangements as a controlled entity of Jiuzhou Pharmacy through Shanghai Lydia (2)
|
||
Jiutong Medical
|
●
●
|
Established in the PRC on December 20, 2011 by Renovation with registered capital of $5 million
$2 million of registered capital paid, with the balance of $3 million due by
December 20, 2012
|
100%
|
||
Jiuying Pharmacy
|
●
●
|
Established in the PRC on February 27, 2012 with registered capital of RMB 5
million fully paid
Operates four “Jiuying Grand Pharmacy” stores in Hangzhou
|
VIE by contractual
arrangements (3)
|
(1)
|
Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service have been under the common control of the Owners since their respective establishment dates, pursuant to agreements amongst the Owners to vote their interests in concert as memorialized in a voting agreement. Based on such voting agreement, the Company has determined that common control exists among these three companies in accordance with generally accepted accounting standards. Operationally, the Owners have operated these three companies in conjunction with one another since each company’s respective establishment date. Shanghai Lydia, Shanghai Zhongxing and Jiuxin Medicine are also deemed under the common control of the Owners as they are each a subsidiary of Jiuzhou Pharmacy.
|
(2)
|
To comply with certain foreign ownership restrictions of pharmacy and medical clinic operators, Jiuxin Management entered into a series of contractual arrangements with Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service on August 1, 2009. These contractual arrangements are comprised of five agreements: consulting services agreement, operating agreement, equity pledge agreement, voting rights agreement and option agreement. As a result of these agreements, which obligate Jiuxin Management to absorb all of the risks of loss from the activities of Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service, and enable the Company (through Jiuxin Management) to receive all of their expected residual returns, the Company accounts for all three companies (as well as the two subsidiaries of Jiuzhou Pharmacy) as a variable interest entity (“VIE”) under the accounting standards of the Financial Accounting Standards Board (“FASB”). Accordingly, the financial statements of Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service, as well as the subsidiaries and entity under the control of Jiuzhou Pharmacy (Shanghai Lydia, Jiuxin Medicine and Shanghai Zhongxing), are consolidated into the financial statements of the Company.
|
(3)
|
To comply with foreign ownership restrictions, the Company holds 49% of the equity interest (39% through Shouantang Technology and 10% through Jiuxin Management). The remaining 51% is held by the Owners but controlled by the Company through contractual arrangements between Jiuxin Management and Jiuying Pharmacy entered into on May 15, 2012. Such contractual arrangements are identical to those that Jiuxin Management entered into with Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service. As such, the Company also accounts for Jiuying Pharmacy as a VIE and consolidates its financial statements into those of the Company.
|
Estimated Useful Life
|
|
Goodwill
|
Indefinite
|
Licenses and permits
|
Indefinite
|
Software
|
3 years
|
Estimated Useful Life
|
|
Leasehold improvements
|
3-10 years
|
Motor vehicles
|
5 years
|
Office equipment & furniture
|
3-5 years
|
Buildings
|
35 years
|
September 30,
2012
|
March 31,
2012
|
|||||||
Accounts receivable
|
$
|
27,843,328
|
$
|
16,817,801
|
||||
Less: allowance for doubtful accounts
|
(863,150
|
)
|
(301,130
|
)
|
||||
Trade accounts receivable, net
|
$
|
26,980,178
|
$
|
16,516,671
|
September 30,
2012
|
March 31,
2012
|
|||||||
Prepaid rental expenses
|
$
|
1,668,538
|
$
|
1,994,280
|
||||
Lease rights transfer fees, current portion (1)
|
374,255
|
402,735
|
||||||
Prepaids and other current assets (2)
|
1,592,915
|
456,286
|
||||||
Total
|
$
|
3,635,708
|
$
|
2,853,301
|
(1)
|
Lease rights transfer fees are paid by the Company to secure store rentals in coveted areas. These additional costs of acquiring the right to lease new store locations are capitalized and amortized over the period of the initial lease term.
|
(2)
|
Prepaids and other current assets include prepaid VAT of $744,148 from Jiuzhou Pharmacy as of September 30, 2012.
|
September 30,
2012
|
March 31,
2012
|
|||||||
Building
|
$
|
1,111,330
|
$
|
1,109,926
|
||||
Leasehold improvements
|
14,392,878
|
11,423,330
|
||||||
Office equipment and furniture
|
5,048,837
|
4,808,721
|
||||||
Motor vehicles
|
421,518
|
420,985
|
||||||
Total
|
20,974,563
|
17,762,962
|
||||||
Less: Accumulated depreciation
|
(6,037,926)
|
(4,814,490)
|
||||||
Construction-in-progress
|
-
|
2,698,648
|
||||||
Property and equipment, net
|
$
|
14,936,637
|
$
|
15,647,120
|
September 30,
2012
|
March 31,
2012
|
|||||||
Prepayment for lease of land use right – noncurrent (1)
|
$
|
5,461,350
|
$
|
5,533,500
|
||||
Lease rights transfer fees-noncurrent (2)
|
70,814
|
243,167
|
||||||
Total
|
$
|
5,532,164
|
$
|
5,776,667
|
(1)
|
This is a payment made to a local government in connection with entering into a 30-year operating land lease agreement.
|
(2)
|
Lease rights transfer fees are paid by the Company to secure store rentals in coveted areas. These additional costs of acquiring the right to lease new store locations are capitalized and amortized over the period of the initial lease term.
|
September 30,
2012
|
March 31,
2012
|
|||||||
Goodwill on acquisition of Jiuxin Medicine
|
$
|
-
|
$
|
1,401,451
|
||||
Goodwill on acquisition of Shanghai Zhongxing
|
-
|
69,549
|
||||||
Licenses and permits
|
1,097,179
|
1,095,792
|
||||||
Software
|
462,404
|
461,820
|
||||||
Total goodwill and other intangible assets
|
1,559,583
|
3,028,612
|
||||||
Less: accumulated amortization
|
(289,112
|
)
|
(211,667
|
)
|
||||
Intangible assets, net
|
$
|
1,270,471
|
$
|
2,816,945
|
Entity
|
Income Tax Jurisdiction
|
|
Jo-Jo Drugstores
|
United States
|
|
Renovation
|
Hong Kong
|
|
All other entities
|
PRC
|
For the three months
|
For the six months
|
|||||||||||||||
ended September 30,
|
ended September 30,
|
|
||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
U.S. Statutory rates
|
34
|
% |
34
|
% |
34
|
% |
34
|
% | ||||||||
Foreign income not recognized in the U.S.
|
(34.0
|
) |
(34.0
|
) |
(34.0
|
) |
(34.0
|
) | ||||||||
China income taxes
|
25.0
|
25.0
|
25.0
|
25.0
|
||||||||||||
Net operating loss in PRC
|
(25.0
|
) |
-
|
(25.0
|
) |
-
|
||||||||||
Nondeductible expense - permanent difference
|
0.0
|
8.0
|
0.4
|
5.0
|
||||||||||||
Effective tax rate
|
0.0
|
% |
33
|
% |
0.4
|
% |
30
|
% |
September 30,
2012
|
March 31,
2012
|
|||||||
Due to cofounders (1):
|
$
|
880,058
|
$
|
880,058
|
||||
Due to director (2):
|
282,749
|
578,383
|
||||||
Total
|
$
|
1,162,807
|
$
|
1,458,441
|
(1)
|
As of September 30, 2012 and March 31, 2012, amount due to cofounders represents loans from the Owners to Jiuxin Management to enable Jiuxin Management to meet its approved PRC registered capital requirements.
|
(2)
|
Mr. Lei Liu, a director, personally lent U.S. dollars to the Company to facilitate its payments of expenses in the United States.
|
Underwriter
Purchase Option
|
||||
September 30, 2012 (1) |
|
|||
Stock price
|
$
|
0.68
|
||
Exercise price
|
$
|
6.25
|
||
Annual dividend yield
|
0
|
%
|
||
Expected term (years)
|
2.55
|
|||
Risk-free interest rate
|
0.31
|
%
|
||
Expected volatility
|
95.11
|
%
|
(1)
|
As of September 30, 2012, the option to purchase 105,000 shares of common stock had not been exercised.
|
Three months ended
September 30,
|
Six months ended
September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Net (loss) income attributable to controlling interest
|
$
|
(1,528,449)
|
$
|
1,633,713
|
$
|
(993,562)
|
$
|
4,876,422
|
||||||||
Weighted average shares used in basic computation
|
13,588,569
|
13,547,157
|
13,575,550
|
13,541,136
|
||||||||||||
Diluted effect of purchase options
|
-
|
-
|
-
|
-
|
||||||||||||
Weighted average shares used in diluted computation
|
13,588,569
|
13,547,157
|
13,575,550
|
13,541,136
|
||||||||||||
(Loss) earnings per share – Basic:
|
||||||||||||||||
Net (loss) income before noncontrolling interest
|
$
|
(0.11)
|
$
|
0.12
|
$
|
(0.07)
|
$
|
0.36
|
||||||||
Add: Net loss attributable to noncontrolling interest
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Net (loss) income attributable to controlling interest
|
$
|
(0.11)
|
$
|
0.12
|
$
|
(0.07)
|
$
|
0.36
|
||||||||
(Loss) earnings per share – Diluted:
|
||||||||||||||||
Net (loss) income before noncontrolling interest
|
$
|
(0.11)
|
$
|
0.12
|
$
|
(0.07)
|
$
|
0. 36
|
||||||||
Add: Net loss attributable to noncontrolling interest
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Net (loss) income attributable to controlling interest
|
$
|
(0.11)
|
$
|
0.12
|
$
|
(0.07)
|
$
|
0.36
|
Retail
Drugstores
|
Drug
Wholesale
|
Chinese herbs
Farming
|
Total
|
|||||||||||||
Revenue
|
$
|
10,497,948
|
$
|
16,167,166
|
$
|
-
|
$
|
26,665,114
|
||||||||
Cost of goods
|
7,690,140
|
15,552,777
|
-
|
23,242,917
|
||||||||||||
Gross profit
|
$
|
2,807,808
|
$
|
614,389
|
$
|
-
|
$
|
3,422,197
|
||||||||
Selling expenses
|
$
|
2,044,728
|
$
|
57,893
|
$
|
-
|
$
|
2,102,621
|
||||||||
General and administrative expenses
|
$
|
1,300,179
|
$
|
(22,842
|
) |
$
|
32,976
|
$
|
1,310,313
|
|||||||
Income from operations
|
$
|
(537,099
|
) |
$
|
579,338
|
$
|
(32,976
|
)
|
$
|
9,263
|
||||||
Depreciation and amortization
|
$
|
568,012
|
$
|
116,000
|
$
|
297
|
$
|
684,309
|
||||||||
Total capital expenditures
|
$
|
268,772
|
$
|
2,088
|
$
|
-
|
$
|
270,860
|
||||||||
Total assets
|
$
|
47,349,821
|
$
|
34,269,871
|
$
|
6,625,406
|
$
|
88,245,098
|
Retail
Drugstores
|
Drug
Wholesale
|
Chinese herbs
Farming
|
Total
|
|||||||||||||
Revenue
|
$
|
19,452,405
|
$
|
37,535,949
|
$
|
2,524,091
|
$
|
59,512,445
|
||||||||
Cost of goods
|
14,319,144
|
36,396,678
|
229,649
|
50,945,471
|
||||||||||||
Gross profit
|
$
|
5,133,261
|
$
|
1,139,271
|
$
|
2,294,442
|
$
|
8,566,974
|
||||||||
Selling expenses
|
$
|
3,844,400
|
$
|
108,507
|
$
|
-
|
$
|
3,952,907
|
||||||||
General and administrative expenses
|
$
|
3,018,426
|
$
|
1,104,512
|
$
|
41,892
|
$
|
4,164,830
|
||||||||
Income from operations
|
$
|
(1,729,565
|
)
|
$
|
(73,748
|
)
|
$
|
2,252,550
|
$
|
449,237
|
||||||
Depreciation and amortization
|
$
|
1,034,951
|
$
|
252,168
|
$
|
8,056
|
$
|
1,295,175
|
||||||||
Total capital expenditures
|
$
|
484,682
|
$
|
2,632
|
$
|
-
|
$
|
487,314
|
||||||||
Total assets
|
$
|
47,349,821
|
$
|
34,269,871
|
$
|
6,625,406
|
$
|
88,245,098
|
Three months ended
September 30,
|
Six months ended
September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Prescription drugs
|
$
|
4,304,562
|
$
|
7,443,121
|
$
|
8,334,655
|
$
|
17,161,037
|
||||||||
Over-the-counter (OTC) drugs
|
3,111,558
|
5,265,030
|
5,737,825
|
11,552,112
|
||||||||||||
Nutritional supplements
|
1,713,605
|
2,290,664
|
2,542,891
|
4,483,157
|
||||||||||||
Traditional Chinese medicine (TCM)
|
935,439
|
2,426,368
|
1,802,140
|
5,003,989
|
||||||||||||
Sundry products
|
173,814
|
367,580
|
396,753
|
673,673
|
||||||||||||
Medical devices
|
258,970
|
490,211
|
628,141
|
836,865
|
||||||||||||
Total
|
$
|
10,497,948
|
$
|
18,282,974
|
$
|
19,452,405
|
$
|
39,710,833
|
Three months ended
September 30,
|
Six months ended
September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Prescription drugs
|
$
|
8,404,741
|
$
|
3,206,667
|
$
|
21,125,002
|
$
|
3,206,667
|
||||||||
Over-the-counter (OTC) drugs
|
3,318,318
|
678,119
|
7,851,391
|
678,119
|
||||||||||||
Nutritional supplements
|
4,231,039
|
6,037
|
8,339,633
|
6,037
|
||||||||||||
Traditional Chinese medicine (TCM)
|
210,921
|
36,772
|
213,787
|
36,772
|
||||||||||||
Sundry products
|
901
|
341
|
1,983
|
341
|
||||||||||||
Medical devices
|
1,246
|
14,037
|
4,153
|
14,037
|
||||||||||||
Total
|
$
|
16,167,166
|
$
|
3,941,973
|
$
|
37,535,949
|
$
|
3,941,973
|
Three months ended
September 30,
|
Six months ended
September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Prescription drugs
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Over-the-counter (OTC) drugs
|
-
|
-
|
-
|
-
|
||||||||||||
Nutritional supplements
|
-
|
-
|
-
|
-
|
||||||||||||
Traditional Chinese medicine (TCM)
|
-
|
-
|
2,524,091
|
-
|
||||||||||||
Sundry products
|
-
|
-
|
-
|
-
|
||||||||||||
Medical devices
|
-
|
-
|
-
|
-
|
||||||||||||
Total
|
$
|
-
|
$
|
-
|
$
|
2,524,091
|
$
|
-
|
Years ending September 30,
|
Retail
Drugstores
|
Drug
Wholesale
|
Chinese herb Farming
|
Total
Amount
|
||||||||||||
2013
|
$
|
4,395,720
|
$
|
197,240
|
$
|
-
|
$
|
4,592,960
|
||||||||
2014
|
4,150,924
|
207,170
|
-
|
4,358,094
|
||||||||||||
2015
|
3,481,293
|
216,964
|
-
|
3,698,257
|
||||||||||||
2016
|
2,575,023
|
234,013
|
-
|
2,809,036
|
||||||||||||
2017
|
1,209,975
|
265,754
|
-
|
1,475,729
|
||||||||||||
Thereafter
|
3,991,865
|
1,161,969
|
-
|
5,153,834
|
Three months ended September 30,
|
||||||||||||||||
2012
|
2011
|
|||||||||||||||
Amount
|
Percentage
of total
revenue
|
Amount
|
Percentage
of total
revenue
|
|||||||||||||
Revenue
|
$
|
26,665,114
|
100.0
|
%
|
$
|
22,224,947
|
100.0
|
%
|
||||||||
Gross profit
|
$
|
3,422,197
|
12.8
|
%
|
$
|
6,257,896
|
28.2
|
%
|
||||||||
Selling expenses
|
$
|
2,102,621
|
7.9
|
%
|
$
|
2,711,494
|
12.2
|
%
|
||||||||
General and administrative expenses
|
$
|
1,310,313
|
4.9
|
%
|
$
|
1,320,521
|
5.9
|
%
|
||||||||
Income from operations
|
$
|
9,263
|
0.0
|
%
|
$
|
2,225,881
|
10.0
|
%
|
||||||||
Other income (expense), net
|
$
|
(90,332
|
)
|
(0.3
|
)%
|
$
|
187,166
|
0.8
|
%
|
|||||||
Impairment of goodwill
|
$
|
1,473,606
|
|
5.5
|
%
|
$
|
-
|
0.0
|
%
|
|||||||
Change in fair value of purchase option derivative liability
|
$
|
25,905
|
0.1
|
%
|
$
|
34,356
|
0.2
|
%
|
||||||||
Income tax expense
|
$
|
10
|
0.0
|
%
|
$
|
817,990
|
3.7
|
%
|
||||||||
Net (loss) income attributable to controlling interest
|
$
|
(1,528,449
|
)
|
(5.7
|
)%
|
$
|
1,633,713
|
7.4
|
%
|
|||||||
Net loss attributable to noncontrolling interest
|
$
|
331
|
|
0.0
|
%
|
$
|
4,300
|
0.0
|
%
|
(1)
|
We started our wholesale business after acquiring Jiuxin Medicine in August 2011, through which we have been distributing third-party pharmaceutical and healthcare products to pharmaceutical trading companies and other group customers. Our wholesale business increased rapidly during fiscal 2013 because we introduced very competitive pricing to customers to stimulate sales. Sales from the wholesale business accounted for $16,167,166 or approximately 60.6% of our total revenue for the three months ended September 30, 2012. In contrast, for the three months ended September 2011, sales from the wholesale business accounted for only $3,941,973 or approximately 17.7% of our total sales.
|
|
|
(2)
|
Our retail sales decreased by $7,785,026 or 42.6% to $10,497,948 for the three months ended September 30, 2012 from $18,282,974 for the three months ended September 30, 2011. Although our retail store count increased to 65 as of September 30, 2012, from 58 stores a year ago, our retail store sales decreased primarily as a result of stricter government policies and a competitive retail market. Retail sales accounted for approximately 39.4% of our total revenue for the three months ended September 30, 2012. Same-store sales decreased by approximately $9,060,348 or 50.0%, while our new stores and online pharmacy contributed a total of approximately $1,118,454. We expect same-store sales will continue to decline as the frequency of government-mandated price controls and the number of drugs subject to price controls continue to rise.
|
Three months ended September 30,
|
||||||||||||||||||||||||
2012
|
2011
|
|||||||||||||||||||||||
Amount
|
% of total revenue
|
Amount
|
% of total revenue
|
Variance by amount
|
% of change
|
|||||||||||||||||||
Revenue from retail business
|
||||||||||||||||||||||||
Revenue from drugstores
|
$
|
9,637,418
|
36.2
|
%
|
$
|
18,193,045
|
81.9
|
%
|
$
|
(8,555,627
|
)
|
(47.0
|
)%
|
|||||||||||
Revenue from online sales
|
860,530
|
3.2
|
%
|
89,929
|
0.4
|
%
|
770,601
|
856.9
|
%
|
|||||||||||||||
Sub-total of retail revenue
|
10,497,948
|
39.4
|
%
|
18,282,974
|
82.3
|
%
|
(7,785,026
|
)
|
(42.6
|
)%
|
||||||||||||||
Revenue from wholesale business
|
16,167,166
|
60.6
|
%
|
$ |
3,941,973
|
17.7
|
%
|
12,225,193
|
310.1
|
%
|
||||||||||||||
Revenue from farming business
|
-
|
0.0
|
%
|
-
|
0.0
|
%
|
-
|
0.0
|
%
|
|||||||||||||||
Total revenue
|
$
|
26,665,114
|
100
|
%
|
$
|
22,224,947
|
100
|
%
|
$
|
4,440,167
|
20.0
|
%
|
(1)
|
Revenue from “Jiuzhou Grand Pharmacy” stores decreased by approximately $8.6 million or 47.0% quarter over quarter, mainly due to two reasons. During the three month ended September 30, 2011, we implemented a variety of promotional activities such as giving out gifts and discounts to our customers. Since the second quarter of fiscal 2012, the Hangzhou government has been gradually restricting retail drugstores within the city from organizing large-scale marketing promotions on the streets in which further rebates or discounts are given to customers making purchases with government-sponsored medical insurance cards. Our promotional activities were curtailed accordingly, which, in turn, impacted our retail sales revenue, especially from sales of certain prescription drugs covered by the medical insurance cards. In addition, the government subjected more drugs to price controls, which caused us to reduce prices for some of the affected drugs and stop carrying others at our pharmacies.
|
(2)
|
Our wholesale business increased by $12,225,193 or 301.1% quarter over quarter. It reflects our continuous efforts to expand Jiuxin Medicine’s business, which was acquired in August, 2011. In order to promote its sales, Jiuxin Medicine introduced competitive prices, which resulted in a low profit margin. On the other side, as Jiuxin Medicine was in its start-up period, the sales in August and September of 2011 did not typically represent its regular sale volume. As a result, we do not expect such a significant growth rate in the future.
|
(3)
|
Our online pharmacy sales increased by $770,601 or 856.9% quarter over quarter. As we started business cooperation with certain local business-to-consumer online vendors such as Taobao during the second half of 2011, our online pharmacy has become more and more widely exposed to potential customers over time. As a result, we have seen a steady growth in our online sales.
|
|
Three months ended
March 31,
|
|||||||
|
2012
|
2011
|
||||||
Average gross margin for retail business
|
26.6
|
%
|
33.4
|
%
|
||||
Average gross margin for wholesale business
|
3.9
|
%
|
4.1
|
% | ||||
Average gross margin for farming business
|
N/A
|
|
N/A
|
Six months ended September 30,
|
||||||||||||||||
2012
|
2011
|
|||||||||||||||
Amount
|
Percentage
of total
revenue
|
Amount
|
Percentage
of total
revenue
|
|||||||||||||
Revenue
|
$
|
59,512,445
|
100.0
|
%
|
$
|
43,652,806
|
100.0
|
%
|
||||||||
Gross profit
|
$
|
8,566,974
|
14.4
|
%
|
$
|
13,127,219
|
30.1
|
%
|
||||||||
Selling expenses
|
$
|
3,960,845
|
6.7
|
%
|
$
|
4,089,794
|
9.4
|
%
|
||||||||
General and administrative expenses
|
$
|
4,156,892
|
7.0
|
%
|
$
|
2,395,304
|
5.5
|
%
|
||||||||
Income from operations
|
$
|
449,237
|
0.8
|
%
|
$
|
6,642,121
|
15.2
|
%
|
||||||||
Other income, net
|
$
|
8,367
|
0.0
|
%
|
$
|
206,586
|
0.5
|
%
|
||||||||
Impairment of goodwill
|
$
|
1,473,606
|
|
2.5
|
%
|
$
|
-
|
0.0
|
%
|
|||||||
Change in fair value of purchase option derivative liability
|
$
|
25,747
|
0.0
|
%
|
$
|
96,988
|
0.2
|
%
|
||||||||
Income tax expense
|
$
|
3,892
|
0.0
|
%
|
$
|
2,073,553
|
4.8
|
%
|
||||||||
Net (loss) income attributable to controlling interest
|
$
|
(993,562
|
)
|
(1.7
|
)%
|
$
|
4,876,442
|
11.2
|
%
|
|||||||
Net loss attributable to noncontrolling interest
|
$
|
585
|
|
0.0
|
%
|
$
|
4,300
|
0.0
|
%
|
(1)
|
We started our wholesale business after acquiring Jiuxin Medicine in August 2011, through which we have been distributing third-party pharmaceutical and healthcare products to pharmaceutical trading companies and other group customers. Our wholesale business increased rapidly during fiscal 2012 because we introduced very competitive pricing to customers to stimulate sales. Sales from the wholesale business accounted for $37,535,949 or approximately 63.1% of our total revenue for the six months ended September 30, 2012. In contrast, sales from the wholesale business accounted for $3,941,973 or approximately 9.0% of our total revenue for the six months ended September 30, 2011.
|
(2)
|
In the fourth quarter of fiscal 2012, we also began distributing the TCM herbs such as Peucedanum that we have been cultivating, to third-party pharmaceutical trading companies. Although we have hired several specialists to oversee our farming business, we are mainly relying on the local village government to manage the cultivation process. For example, the local government would organize local farmers to plant, fertilize and harvest. In turn, we paid for the expenses incurred by the local farmers based on our agreements with the local government. Sales from our farming business accounted for $2,524,092 or approximately 4.2% of our total revenue for the six months ended September 30, 2012.
|
(3)
|
Our retail sales decreased by $20,959,786 or 53.8% to $18,034,414 for the six months ended September 30, 2012 from $38,994,200 for the six months ended September 30, 2011. Although our retail store count increased to 65 as of September 30, 2012, from 58 stores a year ago, our retail store sales decreased primarily as a result of stricter government policies and a competitive retail market. Retail sales accounted for approximately 32.7% of our total revenue for the six months ended September 30, 2012. Same-store sales decreased by approximately $22,608,343 or 56.7%, while our new stores and online pharmacy contributed a total of approximately $1,672,725. We expect same-store sales will continue to decline as the frequency of government-mandated price controls and the number of drugs subject to price controls continue to rise.
|
Six months ended September 30,
|
||||||||||||||||||||||||
2012
|
2011
|
|||||||||||||||||||||||
Amount
|
% of total revenue
|
Amount
|
% of total revenue
|
Variance by amount
|
% of change
|
|||||||||||||||||||
Revenue from retail business
|
||||||||||||||||||||||||
Revenue from drugstores
|
$
|
18,034,415
|
30.3
|
%
|
$
|
39,534,200
|
90.6
|
%
|
$
|
(21,499,785
|
)
|
(54.4
|
)%
|
|||||||||||
Revenue from online sales
|
1,417,990
|
2.4
|
%
|
176,633
|
0.4
|
%
|
1,241,357
|
702.8
|
%
|
|||||||||||||||
Sub-total of retail revenue
|
19,452,405
|
32.7
|
%
|
39,710,833
|
91.0
|
%
|
(20,258,428
|
)
|
(51.0
|
)%
|
||||||||||||||
Revenue from wholesale business
|
37,535,949
|
63.1
|
%
|
3,941,973
|
9.0
|
%
|
33,593,976
|
852.2
|
%
|
|||||||||||||||
Revenue from farming business
|
2,524,091
|
4.2
|
%
|
-
|
0.0
|
%
|
2,524,091
|
N/A
|
||||||||||||||||
Total revenue
|
$
|
59,512,445
|
100.0
|
%
|
$
|
43,652,806
|
100.0
|
%
|
$
|
15,859,639
|
36.3
|
%
|
(1)
|
Revenue from “Jiuzhou Grand Pharmacy” stores decreased by approximately $21.0 million or 54.4% period over period for the same reasons that it declined during the quarter. During the six month ended September 30, 2011, we implemented a variety of promotional activities such as giving out gifts and discounts to our customers. Since the second quarter of fiscal 2012, the Hangzhou government has been gradually restricting retail drugstores within the city from organizing large-scale marketing promotions on the streets in which further rebates or discounts are given to customers making purchases with government-sponsored medical insurance cards. Our promotional activities were curtailed accordingly, which, in turn, impacted our retail sales revenue, especially from sales of certain prescription drugs covered by the medical insurance cards. In addition, the government subjected more drugs to price controls, which caused us to reduce prices for some of the affected drugs and stop carrying others at our pharmacies.
|
(2)
|
Our wholesale business increased by $33,593,976 or 852.2% period over period. It reflects our continuous efforts to expand Jiuxin Medicine’s business, which was acquired in August, 2011. In order to promote its sales, Jiuxin Medicine introduced competitive prices, which resulted in a low profit margin. On the other side, as Jiuxin Medicine was in its start-up period, the sales in August and September of 2011 did not typically represent its regular sale volume. As a result, we do not expect such a significant growth rate in the future.
|
(3)
|
Our online pharmacy sales increased by $1,241,357 or 702.8% period over period. As we started business cooperation with certain local business-to-consumer online vendors such as Taobao during the second half of 2011, our online pharmacy has become more and more widely exposed to potential customers over time. As a result, we have seen a steady growth in our online sales.
|
|
Six months ended
March 31,
|
|||||||
|
2012
|
2011
|
||||||
Average gross margin for retail business
|
26.3
|
%
|
32.1
|
%
|
||||
Average gross margin for wholesale business
|
3.0
|
%
|
4.1
|
%
|
||||
Average gross margin for farming business
|
90.9
|
%
|
N/A
|
From date of invoice to customer
|
Retail Drugstores
|
Drug Wholesale
|
Chinese Herb Farming
|
Total Amount
|
||||||||||||
1- 3 months
|
$
|
3,794,802
|
$
|
14,577,297
|
$
|
-
|
$
|
18,372,099
|
||||||||
4- 6 months
|
8,351
|
4,131,448
|
2,406,112
|
6,545,911
|
||||||||||||
7- 9 months
|
152
|
1,903,320
|
605,700
|
2,509,172
|
||||||||||||
10 - 12 months
|
244
|
291,570
|
-
|
291,814
|
||||||||||||
Over one year
|
4,115
|
120,217
|
-
|
124,332
|
||||||||||||
Allowance for doubtful accounts
|
(3,093
|
)
|
(860,057
|
)
|
-
|
(863,150
|
)
|
|||||||||
Total accounts receivable
|
$
|
3,804,571
|
$
|
20,163,795
|
$
|
3,011,812
|
$
|
26,980,178
|
Six months ended
September 30
|
||||||||
2012
|
2011
|
|||||||
Net cash (used in) provided by operating activities
|
$
|
(2,005,317
|
)
|
$
|
15,736,927
|
|||
Net cash (used in) investing activities
|
$
|
(487,314
|
)
|
$
|
(14,315,712
|
)
|
||
Net cash provided by (used in) financing activities
|
$
|
2,123,276
|
$
|
(3,451,780
|
)
|
Years ending September 30,
|
Retail
Drugstores
|
Drug
Wholesale
|
Chinese herb
Farming
|
Total
Amount
|
||||||||||||
2013
|
$
|
4,395,720
|
$
|
197,240
|
$
|
-
|
$
|
4,592,960
|
||||||||
2014
|
4,150,924
|
207,170
|
-
|
4,358,094
|
||||||||||||
2015
|
3,481,293
|
216,964
|
-
|
3,698,257
|
||||||||||||
2016
|
2,575,023
|
234,013
|
-
|
2,809,036
|
||||||||||||
2017
|
1,209,975
|
265,754
|
-
|
1,475,729
|
||||||||||||
Thereafter
|
3,991,865
|
1,161,969
|
-
|
5,153,834
|
September 30, 2012
|
March 31, 2012
|
September 30, 2011
|
|
Balance sheet items, except for the registered and paid-up capital, as of end of period/year
|
USD1: RMB 0.1583
|
USD1: RMB 0.1581
|
USD1: RMB 0.1547
|
Amounts included in the statement of Operations and statement of cash flows for the period/ year ended
|
USD1: RMB 0.1584
|
USD1: RMB 0.1561
|
USD1: RMB 0.1539
|
Number
|
Description
|
|
3.1
|
Articles of Incorporation of Kerrisdale (1)
|
|
3.2
|
Certificate of Amendment to Articles of Incorporation of Kerrisdale filed with the Nevada Secretary of State on July 14, 2008 (2)
|
|
3.3
|
Articles of Merger between Kerrisdale Mining and China Jo-Jo Drugstores, Inc. filed with the Nevada Secretary of State on September 22, 2009 (3)
|
|
3.4
|
Bylaws (1)
|
|
3.5
|
Text of Amendments to the Bylaws (2)
|
|
3.6
|
Certificate of Change Pursuant to NRS 78.209 with an effective date of April 9, 2010 (4)
|
|
31.1
|
Section 302 Certification by the Corporation’s Chief Executive Officer *
|
|
31.2
|
Section 302 Certification by the Corporation’s Chief Financial Officer *
|
|
32.1
|
Section 906 Certification by the Corporation’s Chief Executive Officer *
|
|
32.2
|
Section 906 Certification by the Corporation’s Chief Financial Officer *
|
|
101.INS
|
XBRL Instance Document* **
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document* **
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document* **
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document* **
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document* **
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document* **
|
*
|
Filed herewith.
|
**
|
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
(1)
|
Incorporated by reference from the registrant’s Registration Statement on Form SB-2 filed on November 28, 2007
|
(2)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on July 15, 2008
|
(3)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on September 24, 2009
|
(4)
|
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on April 14, 2010
|
CHINA JO-JO DRUGSTORES, INC.
|
|||
(Registrant)
|
|||
Date: November 14, 2012
|
By:
|
/s/ Lei Liu
|
|
Lei Liu
|
|||
Chief Executive Officer
|
|||
Date: November 14, 2012
|
By:
|
/s/ Ming Zhao
|
|
Ming Zhao
|
|||
Chief Financial Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of China Jo-Jo Drugstores, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 14, 2012
|
By:
|
/s/ Lei Liu
|
|
Lei Liu
|
|||
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of China Jo-Jo Drugstores, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date: November 14, 2012
|
By:
|
/s/ Ming Zhao
|
|
Ming Zhao
|
|||
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
Date: November 14, 2012
|
By:
|
/s/ Lei Liu
|
|
Lei Liu
|
|||
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
Date: November 14, 2012
|
By:
|
/s/ Ming Zhao
|
|
Ming Zhao
|
|||
Chief Financial Officer
|
|||
(Principal Financial and Accounting Officer)
|
INTANGIBLE ASSETS (Details) (USD $)
|
Sep. 30, 2012
|
Mar. 31, 2012
|
---|---|---|
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total goodwill and other intangible assets | $ 1,559,583 | $ 3,028,612 |
Less: accumulated amortization | (289,112) | (211,667) |
Intangible assets, net | 1,270,471 | 2,816,945 |
Licenses and permits
|
||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total goodwill and other intangible assets | 1,097,179 | 1,095,792 |
Software
|
||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total goodwill and other intangible assets | 462,404 | 461,820 |
Jiuxin Medicine | Goodwill on acquisition
|
||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total goodwill and other intangible assets | 1,401,451 | |
Shanghai Zhongxing | Goodwill on acquisition
|
||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total goodwill and other intangible assets | $ 69,549 |
OTHER CURRENT ASSETS (Detail Textuals) (USD $)
|
Sep. 30, 2012
|
---|---|
Other Current Assets [Abstract] | |
Prepaid VAT | $ 744,148 |
SEGMENTS (Detail Textuals)
|
6 Months Ended |
---|---|
Sep. 30, 2012
Segments
|
|
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
INTANGIBLE ASSETS (Detail Textuals) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2012
|
Sep. 30, 2011
|
Sep. 30, 2012
|
Sep. 30, 2011
|
|
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense of intangibles | $ 38,766 | $ 37,949 | $ 77,216 | $ 75,412 |
Goodwill impairment loss | 1,473,606 | 1,473,606 | ||
Jiuxin Medicine
|
||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment loss | 1,403,933 | |||
Shanghai Zhongxing
|
||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment loss | $ 69,673 |
TRADE ACCOUNTS RECEIVABLE (Detail Textuals) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2012
|
Sep. 30, 2011
|
Sep. 30, 2012
|
Sep. 30, 2011
|
|
Accounts Receivable, Net [Abstract] | ||||
Accounts receivable written off | $ 155,296 | $ 127,707 | $ 310,461 | $ 182,398 |
PURCHASE OPTION DERIVATIVE LIABILITY (Tables)
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fair value assumption |
|
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