10-K 1 v197573_10k.htm Unassociated Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

  
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2010

  
¨
TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.
 
Commission File Number 001-15931

SinoCoking Coal and Coke Chemical Industries, Inc.
(Exact name of issuer as specified in its charter)

Florida
 
65-0420146
 (State or other jurisdiction of incorporation or organization)
 
(I.R.S. employer identification number)

Kuanggong Road and Tiyu Road 10th Floor,
Chengshi Xin Yong She, Tiyu Road, Xinhua District,
Pingdingshan, Henan Province, China 467000
 (Address of principal executive offices and zip code)
 
+86-3752882999
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock $0.001 Par Value
 
NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained herein, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 the definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨
 
Accelerated filer  ¨
Non-accelerated filer  ¨
 
Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

As of December 31, 2009, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $3.05 million based on a closing price of $0.73 per share of common stock as reported on such date.

The registrant had a total of 20,871,192 shares of common stock outstanding as of September 24, 2010.

 

 

SINOCOKING COAL AND COKE CHEMICAL INDUSTRIES, INC.

FOR YEAR ENDED JUNE 30, 2010

     
Page
PART I
   
  
Item 1.
Business
 
4
Item 1A.
Risk Factors
 
21
Item 1B.
Unresolved Staff Comments
 
32
Item 2.
Properties
 
32
Item 3.
Legal Proceedings
 
33
Item 4.
Reserved
 
33
       
PART II
     
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
33
Item 6.
Selected Financial Data
 
34
Item 7.
Management’s Discussion and Analysis of Financial Conditions and Results of Operations
 
34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
 
46
Item 8.
Financial Statements
 
46
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
47
Item 9A.
Controls and Procedures
 
47
Item 9B.
Other Information
 
49
       
PART III
     
Item 10.
Directors, Executive Officers and Corporate Governance
 
49
Item 11.
Executive Compensation
 
51
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
57
Item 13.
Certain Relationships and Related Transactions
 
59
Item 14.
Principal Accounting Fees and Services
 
60
       
PART IV
     
Item 15.
Exhibits, and Financial Statement Schedules
 
61
       
Signatures
   
64

 
2

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this report, other than statements of historical facts, that address future activities, events or developments, are forward-looking statements, including, but not limited to, statements containing the words “believe,” “anticipate,” “expect,” “project,” “may,” “might,” “will” and words of similar import.  These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances.  Whether actual results will conform to the expectations and predictions of management, however, is subject to a number of risks and uncertainties that may cause actual results to differ materially.  Such risks are in the section entitled “Risk Factors” beginning on page 21 of this report.

Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations.

 
3

 


ITEM 1. BUSINESS

General Overview
 
SinoCoking Coal and Coke Chemical Industries, Inc. (the “Company”) is a vertically-integrated coal and coke producer based in Henan Province, People’s Republic of China (“PRC” or “China”).  We use coal from both our own mines and that of third-party mines to produce basic and value-added coal products such as thermal coal, washed metallurgical coal, and chemical and metallurgical coke for steel manufacturers, power generators, and various industrial users.  We also produce and sell coal, including raw (unprocessed) and washed coal (which is coal that has been prepared for coking or thermal uses), medium coal and coal slurries (by-products of the coal-washing process), and coal tar (a by-product of the coke manufacturing process).

All of our business is conducted by Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. (“Hongli”), which we control through contractual arrangements that Hongli and its owners have entered into with Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. (“Hongyuan”). These contractual arrangements provide for management and control rights, and in addition entitle us to receive the earnings and control the assets of Hongli Group.

Hongyuan is wholly owned by Top Favour Limited (“Top Favour”), our wholly owned subsidiary.  Hongli produces coke, coal, coal byproducts and electricity through its branch operation, Baofeng Coking Factory (“Baofeng Coking”), and its wholly owned subsidiaries, Baofeng Hongchang Coal Co., Ltd. (“Hongchang Coal”) and Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. (“Hongguang Power”), which we refer to collectively as the “Baofeng Subsidiaries.”  We refer to Hongli and the Baofeng Subsidiaries collectively as “Hongli Group.”  We refer to the Company, Top Favour, Hongyuan and Hongli Group collectively as “SinoCoking.”

Corporate History and Structure of SinoCoking

The Company is a Florida corporation, originally incorporated as “J. B. Financial Services, Inc.” on September 30, 1996.  From the date of its incorporation until August 24, 1999, the Company had no material business and no material revenues, expenses, assets or liabilities.  The Company changed its name to "Ableauctions.com, Inc." on July 19, 1999, and subsequently operated an online auction business and a real estate business.

On December 30, 2009, the Company’s shareholders approved a Plan and Agreement of Share Exchange, dated July 17, 2009 (the “Exchange Agreement”), with Top Favour under which the Company (formerly named “Ableauctions.com, Inc.”) agreed to acquire all of the outstanding capital stock of Top Favour in exchange for the issuance of 13,117,952 shares of its common stock to the shareholders of Top Favour (the “Acquisition”).  The Acquisition was consummated at 5:00 p.m. Pacific time on February 5, 2010 (the “Closing Date”).

On the Closing Date:

 
·
The Company ceased operating all of its businesses that existed and were held prior to the Closing Date;

 
·
The Company changed its name from “Ableauctions.com, Inc.” to “SinoCoking Coal and Coke Chemical Industries, Inc.” to reflect the business of Top Favour, and it effected a 1-for-20 reverse stock split of its issued and outstanding shares of common stock, by filing an amendment to its articles of incorporation with Florida’s Department of State;

 
·
All of the Company’s directors and officers prior to the Acquisition resigned, and successor officers and directors designated by Top Favour were appointed to the board and management;

 
·
All of the pre-Acquisition assets of the Company (e.g. relating to online auctions, liquidation, real estate services, finance and development) were transferred to a liquidating trust (the “Liquidating Trust”); these assets included the capital stock of the Company’s pre-Acquisition subsidiaries;

 
·
The Liquidating Trust assumed all of the Company’s pre-Acquisition liabilities;

 
·
Top Favour and its subsidiaries and controlled companies became subsidiaries and controlled companies of the Company;

 
·
The business, operations and assets of Top Favour (e.g., production of coal and coke) became the sole business, operations and assets of the Company.

 
4

 

The operations of the Company’s former pre-Acquisition subsidiaries, now held by the Liquidating Trust, are in the process of being wound down and will eventually be liquidated.  Any proceeds from the liquidation which remain after the payment of liabilities and expenses relating to the liquidation will be distributed by the Liquidating Trust to the shareholders of record prior to the consummation of the Acquisition.

Top Favour is a holding company that was incorporated in the British Virgin Islands on July 2, 2008.  Since incorporation, Top Favour has not conducted (and presently does not conduct) any substantive operations of its own except to serve as a holding company that owns 100% of the equity interest of Hongyuan.

Hongyuan is a PRC limited liability company and the wholly owned subsidiary of Top Favour. Hongyuan was approved as a wholly foreign owned enterprise (“WFOE”) by the Henan provincial government on February 26, 2009 and formally organized on March 18, 2009.  Other than activities relating to its contractual arrangements with Hongli, Hongyuan has no separate operations of its own.

Hongli is a limited liability company organized in the PRC on July 5, 1996.  Hongli holds the government licenses and approvals necessary to operate SinoCoking’s businesses in China.  Hongyuan does not own any equity interests in Hongli, but controls and receives the economic benefits of its business operations through contractual arrangements.  In turn, Top Favour is the 100% owner and parent company of Hongyuan.

Baofeng Coking was established on May 31, 2002 as a branch of Hongli.  Baofeng Coking produces SinoCoking’s coke products.

Hongchang Coal is a limited liability company that was organized in the PRC on July 19, 2007.  Hongchang Coal is a wholly-owned subsidiary of Hongli and operates SinoCoking’s coal mining operations.

Hongguang Power is a limited liability company that was organized in the PRC on August 1, 2006.  Hongguang Power is also wholly owned by Hongli and operates SinoCoking’s electricity generating operations.

SinoCoking’s current corporate structure is illustrated below.

 
5

 


Contractual Arrangements with Hongli Group and its Owners

Our relationship with Hongli Group and its owners is governed by a series of contractual arrangements (or VIE agreements), under which Hongyuan, the WFOE, holds and exercises ownership and management rights over the Hongli Group.  Neither the Company, Top Favour nor Hongyuan owns any direct equity interest in Hongli Group; however, the contractual arrangements with Hongli Group and its owners are designed to provide the Company with rights equivalent in all material respects to those it would possess as the sole equity holder of the Hongli Group entities, including absolute control rights and the rights to their assets, property and income.  According to a legal opinion issued by our PRC counsel, the contractual arrangements constitute valid and binding obligations of the parties to such agreements, and are enforceable and valid in accordance with the laws of the PRC.

On March 18, 2009, Hongyuan entered into the following contractual arrangements with Hongli Group and its owners:

Consulting Services Agreement.  Pursuant to the consulting services agreement, Hongyuan provides the Hongli Group companies with general consulting services relating to their business management and operations on an exclusive basis.  Additionally, Hongyuan owns any intellectual property rights that are developed during the course of providing these services.  Each Hongli Group company pays a quarterly consulting service fee in Renminbi (“RMB”) equal to its net income for such quarter to Hongyuan.  The consulting services agreement is in effect unless and until terminated by written notice of either party in the event that: (a) the other party causes a material breach of the agreement, provided that if the breach does not relate to a financial obligation of the breaching party, that party may attempt to remedy the breach within 14 days following the receipt of the written notice; (b) the other party becomes bankrupt, insolvent, is the subject of proceedings or arrangements for liquidation or dissolution, ceases to carry on business, or becomes unable to pay its debts as they become due; (c) Hongyuan terminates its operations; (d) Hongli Group’s business license or any other approval for its business operations is terminated, cancelled or revoked; or (e) circumstances arise which would materially and adversely affect the performance or the objectives of the consulting services agreement.  Additionally, Hongyuan may terminate the consulting services agreement without cause.

 
6

 

Operating Agreement.  Pursuant to the operating agreement, Hongyuan provides guidance and instructions on each Hongli Group company’s daily operations, financial management and employment issues.  In addition, Hongyuan agrees to guarantee the performance of each Hongli Group company under any agreements or arrangements relating to its business arrangements with any third party.  In return, the owners of Hongli Group must designate Hongyuan’s candidates as their representatives on each Hongli Group company’s board of directors, and Hongyuan has the right to appoint senior executives of each Hongli Group company.  Additionally, each Hongli Group company agrees to pledge its accounts receivable and all of its assets to Hongyuan.  Moreover, each Hongli Group company agrees not to engage in any transactions that could materially affect its assets, liabilities, rights or operations without Hongyuan’s prior consent, including without limitation, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of its assets or intellectual property rights in favor of a third party or transfer of any agreements relating to its business operation to any third party.  The term of this agreement is the maximum period of time permitted by law unless sooner terminated by any other agreements reached by all parties or upon a 30-day written notice from Hongyuan.  The term may be extended only upon Hongyuan’s written confirmation prior to the expiration of the agreement, with the extended term to be mutually agreed upon by the parties.  Under current PRC Contract Law, there is no limitation on the maximum term permitted by law for the operating agreement. As long as the operating agreement is not terminated or discharged according to contract or by operation of the law and the contractual parties still exist, there is no limitation on term of the operating agreement.  However, the PRC government may issue new laws and regulations in connection with these types of operating agreements which may limit the terms of such agreements in the future.

Equity Pledge Agreement.  Under the equity pledge agreement, the owners of Hongli Group pledged all of their equity interests in Hongli Group to Hongyuan to guarantee each Hongli Group company’s performance of its obligations under the consulting services agreement.  If a Hongli Group company or the owners breach their respective contractual obligations, Hongyuan, as pledgee, will be entitled to certain rights, including, but not limited to, the right to vote with, control and sell the pledged equity interests.  The owners of Hongli Group also agreed that upon occurrence of any event of default, Hongyuan shall be granted an exclusive, irrevocable power of attorney to take actions in the place and stead of the owners to carry out the security provisions of the equity pledge agreement, and take any action and execute any instrument as required by Hongyuan to accomplish the purposes of the agreement.  The owners of Hongli Group agreed not to dispose of the pledged equity interests or take any actions that would prejudice Hongyuan’s interest.  This agreement will expire two years from the fulfillment of Hongli Group’s obligations under the consulting services agreement.

Option Agreement.  Under the option agreement, the owners of Hongli Group irrevocably granted Hongyuan or its designee an exclusive option to purchase, to the extent permitted under Chinese law, all or part of the equity interests in Hongli Group for the cost of the owners’ initial contributions to the registered capital of each Hongli Group company or the minimum amount of consideration permitted by applicable Chinese law.  Hongyuan or its designee has sole discretion to decide when to exercise the option, whether in part or in full.  The term of this agreement is ten years from January 1, 2006 and may be extended prior to its expiration by written agreement of the parties.

Proxy Agreement.  Pursuant to the proxy agreement, the owners of Hongli Group irrevocably granted a Hongyuan designee the right to exercise all voting rights of the owners with respect to their ownership interests in accordance with applicable laws and each Hongli Group company’s governing charters.  This agreement may not be terminated without the unanimous consent of all parties, except that Hongyuan may terminate the proxy agreement with or without cause upon 30-day written notice to the owners.

Principal Products

SinoCoking’s principal product is coke, which it produces from coal that it mines as well as coal that it purchases.  We produce and sell two types of coke, metallurgical coke primarily used in steel manufacturing and chemical coke (also known as gas coke in the PRC) used mainly for synthesis gas production.  We also produce and sell coal, including raw coal, “washed coal” (which is processed coal that is ready for coking), and “medium coal” and coal slurries (both of which are byproducts of the coal-washing process).  We also use byproducts from our coke manufacturing process to produce and sell coal tar.   During the fiscal year ended June 30, 2010, we produced approximately 138,000 metric tons of coke, 243,000 metric tons of raw coal and 5,000 metric tons of coal tar, as compared to approximately 154,648 metric tons of coke, 261,000 metric tons of raw coal and 7,510 metric tons of coal tar during the fiscal year ended June 30, 2009.

 
7

 

Description of Operations

Overview

We are based in Henan Province in the central part of China, known as a coal-rich region of the country.  Our operations are located in Baofeng County, a part of Pingdingshan Prefecture south of the provincial capital of Zhengzhou.  We extract coal from a mine in Zhaozhuang Village in Baofeng County, and truck the coal to our plant site in the adjacent Hangzhuang Village, where the bulk of the coal is processed and used by us to make coke.  Finished coke is loaded onsite onto railcars on SinoCoking’s private rail line and transported to customers through the connected state-owned rail system.  Castoffs of the coal-washing process are sold to industrial end users and traders primarily as fuel for electricity and heat. Coal tar is extracted from the gas emitted during the coking process and sold, and the gas is then piped into an onsite electric plant to produce electricity to power SinoCoking’s operations.  Excess electricity, if any is generated, is sold to the state-owned electricity grid.

Coal Mining Operations

Through Hongchang Coal, a subsidiary of Hongli, SinoCoking currently operates underground coal mines that are accessible by public and private roads.  Coal extracted from these mines consists of bituminous coal, and based on historical mining activity, approximately 8% of the coal extracted from these mines typically possesses properties that meet the requirements for coking (metallurgical) coal; however, this percentage varies depending on mine conditions and particular area of the seams mined.

The site of these mines originally encompassed four separate coal mines: Yongshun, Tanglishu, Liangshuiquan and Zhaoxi, which were separately operated by parties unrelated to SinoCoking pursuant to resource mining permits effective from January 2003 through May 2007.  In 2005, Hongli acquired the resource mining permits and the mining rights for all of these mines, assumed the ongoing mining operations, and initiated a consolidation of the mines, which was completed in 2006.  In July 2007, the Henan provincial government granted Hongchang Coal a new resource mining permit for the consolidated mine commonly known as the Baofeng Mine, and referred to in the mining permit and throughout this report as the “Hongchang Mine.”  For further information regarding our mining properties and rights, see the section below entitled “Property Plant and Equipment.”

Coal is extracted from the Hongchang Mine using the “room and pillar” method, in which a coal stratum is divided into horizontal planes and the coal is removed from each plane while leaving “pillars” of un-mined materials as supports, working from the uppermost plane down.  Each plane is further divided into grids to determine the optimal pillar placements.  Drilling and blasting techniques are used to extract the coal.

All raw coal is loaded and transported by a chain conveyor into crates which are carried out to the surface by an electrical winch.  Each crate carries approximately 2.5 metric tons, and approximately 400 crates are carried to the surface during each 24-hour mining shift.  Rock material is used for floor ballast with the excess sent to the surface for disposal.  Air compressors are provided for underground air tool use. Electrical power is supplied internally from our own power stations through state-owned power lines, and supplied to the underground work site through a double-circuit cable designed to mitigate and circumvent potential power supply disruptions.

Normal water inflow into the mine is controlled by a system of ditches, sumps, pumps and drainpipes installed throughout the mine tunnels.  The mine’s ventilation system includes an exhaustive fan on the surface of the main incline.  Auxiliary fans are used as needed.  The present mine fan is capable of satisfying ventilation demands of the mining operation.

The annual coal production volumes of the Hongchang Mine for the years ended June 30, 2006 to 2010, are as follows:

Fiscal Year
 
Annual Production
( metric tons )
 
2006
   
143,536
 
2007
   
134,638
 
2008
   
204,991
*
2009
   
     260,938
*
2010
   
242,878
*

 
*
While production volume in fiscal 2008, 2009 and 2010 exceeded the amount specified on Hongchang Coal’s coal production permit, such practice is common in Henan Province, and was accepted by the government because the mining right for the extracted coal and taxes from sales of such coal were paid.

The extracted coal is trucked to our processing plant located approximately two kilometers from the mine site for washing and sorting at our coal washing facility.  Samples are taken prior to and after the coal washing process to analyze and determine coking readiness based primarily on moisture, ash, sulfur and volatile contents.  Out of the washed coal produced by SinoCoking, a portion may or may not be sold to customers as washed coal, and certain portions of washed coal, provided that it meets certain chemical and thermal requirements, is used by the Company to make coke.

 
8

 

Coal Trading

In addition to mining coal, SinoCoking also engages in coal trading for profit.  Depending on market conditions, SinoCoking may broker coal from small independent mine operators in our surrounding areas who may lack the means to transport coal from their mine sites or are otherwise unable to sell their coal due the size of their operations.  If purchased coal meets requirements for coking, SinoCoking will generally use it to produce coke; otherwise, it holds and sells the coal when market conditions are favorable.  For the fiscal year ended June 30, 2010, SinoCoking acquired approximately 321,019 metric tons of coal from these small mines to trade, as compared to approximately 110,868 metric tons for the fiscal year ended June 30, 2009.

Total annual coal purchases from third parties by SinoCoking for the years ended June 30, 2006 to 2010, were as follows:

Fiscal Year
 
Annual Purchases
(metric tons)
 
2006
   
40,152
 
2007
   
78,393
 
2008
   
189,741
 
2009
   
169,100
 
2010
   
336,014
 

Washed Coal

SinoCoking operates a coal-washing facility at our plant site that is capable of processing up to 750,000 metric tons of coal per year.  Under current Chinese coking industry standards, raw coal with no more than 1% sulfur content is deemed suitable for coking, although other factors are also considered.  Thus, in addition to low sulfur content, the industry preference is for lower ash content and volatile matter.  While much of the coal from the Hongchang Mine is generally suitable for coking based on these parameters, the coal must nevertheless be washed before it is ready for the coking ovens, in order to reduce ash and sulfur content, and to increase thermal value.  SinoCoking uses a water-based jig washing process, which is prevalent in China.  SinoCoking uses both underground and recycled water for our coal washing operations.  Sorting machines that can process up to 600 metric tons per hour sort the washed coal according to size.  Washed coal is also typically blended with other coal in order to achieve the proper chemical composition and thermal value for coking.

Approximately 1.33 - 1.38 metric tons of raw coal yield 1 metric ton of washed coal.  The bulk of the washed coal produced is intended for SinoCoking’s coking plant, although on occasion it sells small amounts if the pricing is favorable.  In addition to washed coal, the coal-washing process produces two byproducts:

 
(1)
“Medium” coal (sometimes referred to as “mid-coal”), a PRC coal industry classification, is coal that does not have sufficient thermal value for coking, and is mixed with raw coal and even coal slurries, and sold for electricity generation, and domestic and industrial heating applications; and

 
(2)
Coal slurries, sometimes called coal slime, are the castoffs and debris from the washing process.   Coal slurries can be used as a fuel with low thermal value, and are sold “as is” or mixed with “medium” coal to produce a blended mixture.

SinoCoking’s approximate annual production volumes of washed coal and the two byproducts of the coal-washing process for the years ended June 30, 2006 to 2010 were as follows:

   
Annual Production ( metric tons )
 
 
Fiscal
Year
 
Washed Coal
   
Medium
Coal*
   
Coal
Slurries*
 
2006
   
98,574
     
12,400
     
15,200
 
2007
   
208,317
     
27,200
     
33,300
 
2008
   
297,120
     
40,700
     
49,700
 
2009
   
    243,958
     
     32,800
     
    40,100
 
2010
   
217,852
     
43,570
     
29,047
 

 
9

 

 
*
Estimated by management based on quantities of raw coal used as input for coal washing operations.

Coke Manufacturing

Coke is a hardened, solid carbonaceous residue derived from low-ash, low-sulfur bituminous coal from which the volatile constituents are driven off by baking in an oven without oxygen at high temperatures so that the fixed carbon and residual ash are fused together. Volatile constituents of the coal include water, coal-gas, and coal-tar. SinoCoking produces two types of coke: metallurgical coke and chemical coke.

Metallurgical coke is primarily used for steel manufacturing. Chemical coke, commonly referred in China to as gas coke, is mainly used in China to produce synthesis gas, a gas mixture largely of hydrogen and carbon monoxide that is combustible and often used as a fuel source or as an intermediate for the production of other chemicals including methanol, formaldehyde and ammonia.  China has exacting national standards for coke, based upon a variety of metrics, including most importantly, ash content, volatilization, caking qualities, sulfur content, mechanical strength and abrasive resistance. Typically, metallurgical coke must have more than 80% fixed carbon, less than 15% ash content, less than 0.8% sulfur content and less than 1.9% volatile matter.  Chemical coke, on the other hand, must have more than 80% fixed carbon, less than 18% ash content, less than 1% sulfur content and less than 3% volatile matter.  According to national standards, metallurgical coke is classified into three grades – Grade I, Grade II and Grade III, with Grade I being the highest quality – and chemical coke is its separate grade.  Generally, customers do not provide specifications for coke, except that SinoCoking may occasionally make requested adjustments, for instance to moisture content, as requested by customers from time to time.  The amount of each type of coke that SinoCoking produces is based on market demands, although historically its customers have only required Grade II and III metallurgical coke.  For the fiscal year ended June 30, 2010, 100% of the coke produced by SinoCoking was Grade II. For the fiscal year ended June 30, 2009, approximately 76.96% of the coke produced by SinoCoking was Grade II, 15.57% was Grade III, and the balance, 7.47%, was chemical coke.

Metallurgical coke and chemical coke are produced using an identical manufacturing process. SinoCoking produces coke onsite from a series of three WG-86 Type coke ovens lined up in a row with an annual capacity of 250,000 metric tons.  SinoCoking’s metallurgical coke has typical characteristics of 85% fixed carbon, less than 12% ash, less than 1.9% volatile matter and less than 0.7% sulfur.  SinoCoking’s chemical coke, on the other hand, has typical characteristics of more than 80% fixed carbon, less than 18% ash, less than 3% volatile matter and less than 0.8% sulfur.

Coal that is either extracted from the Hongchang Mine or purchased by SinoCoking and processed at its coal-washing facility is sent to a coal blending room where it is crushed and blended to achieve an optimal coking mixture.  Samples are taken from the coal blend and tested for moisture, chemical composition and other properties. The crushed and blended coal is transported by conveyor to a coal bin to be fed into the waiting oven below.  After processing through the three temperature-controlled ovens at temperature of 1200°C (2,192 °F), hot coke is pushed out of the oven chamber onto a waiting coke cart, transported to an adjacent quench tower where it is cooled with water spray, and hauled to a platform area adjacent to SinoCoking’s private rail line to be air-dried.  Coke samples are taken at several stages during the process and analyzed in our testing facility, and data is recorded daily and kept by technicians.  After drying, the coke is sorted according to size to meet customer requirements.

SinoCoking’s annual production volumes of metallurgical coke and chemical coke for the years ended June 30, 2006 to 2010 are as follows:

   
Annual Production ( metric tons )
 
Fiscal Year
 
Metallurgical
Coke
   
Chemical
Coke
   
Total
 
2006
   
48,321
     
23,699
     
72,020
 
2007
   
88,364
     
61,800
     
150,164
 
2008
   
147,773
     
78,145
     
225,922
 
2009
   
 143,092
     
 11,550
     
 154,648
 
2010
   
138,417
     
0
     
138,417
 

Substantially all of the coal from the Hongchang Mine that is suitable for coking is used to make coke after the coal washing process.  The amount of metallurgical-quality coal supplied by the Hongchang Mine, however, is often not sufficient for SinoCoking’s full production capacity, and it regularly sources from third parties.

 
10

 

Coke Emissions Recycling

During the coking process, the coal’s volatile contents, including water and coal tar, are driven off in gaseous forms when heated in the coke oven.  Rather than allowing this coal gas to be emitted into the environment, SinoCoking captures the coal gas for recycling.  In the recycling process, coal gas is captured and piped into a cooling tower, where coal tar is separated out of the gas by condensation, and sold to dealers as a fuel byproduct (see section below entitled “Coal Byproducts”).  The remaining purified coal gas is then used by SinoCoking to generate electricity, by burning it as a fuel to generate steam that drives steam-powered turbines.

Coal Byproducts

As described above, SinoCoking produces coal tar from the condensation of raw coal gas.  Coal tar is an ingredient of coal tar pitch used in the aluminum industry, and can be further refined to create chemicals and additives such as fine phenol, fine naphthalene and modified pitch that can be used as raw material in making concrete sealant, wood treatment compounds, agricultural pesticides and other chemical products.  The coal tar industry in China is currently fragmented and populated with many small producers.

SinoCoking’s annual production volumes of coal tar for the years ended June 30, 2006 to 2010 are as follows:

Fiscal Year
 
Annual Production
( metric tons )
 
2006
    3,307  
2007
    7,330  
2008
    10,870  
2009
    7,510  
2010
    5,239  

Other coal byproducts of the coking process include benzene, sulfur-based chemicals and methanol, which SinoCoking presently does not produce but plans to do so in the future.

Electricity Generation

After coal tar is separated, the resulting purified coal gas is piped to two onsite 3,000-kilowatt power stations (the Daying power station and the Sunling power station) to generate electricity, each of which has an estimated maximum generating capacity of 26,280,000 kilowatt-hours per year.  The electricity that is generated is used primarily to power SinoCoking’s operations at the plant and mine site.  SinoCoking estimates that the replacement cost of this electricity, if it had to be purchased from the state-owned utility, would be in excess of USD $1 million per year.  From time to time, depending on usage and supply and demand conditions, SinoCoking may sell electricity to the Baofeng Power Bureau, which is the local state-owned electric utility company, at rates fixed by applicable regulatory authorities.  SinoCoking may also purchase electricity from time to time, as needs arise, from the Baofeng Power Bureau.

Expansion Plans

New Coking Facility.  On March 3, 2010, SinoCoking commenced construction on a new state-of-the-art coking facility near the Company’s current operations in Pindingshan city, in Henan Province, China.  This new facility is expected to have an estimated coke-producing capacity of up to 900,000 metric tons per year, including coal gas-generated power producing capabilities, and the ability to produce an expanded range of other chemical refinery products.  SinoCoking presently relies on its three parallel WG-86 type coke ovens, which have certain technical limitations.  SinoCoking’s current facilities have a production capacity of up to 250,000 metric tons per year.  The new coking facility will be capable of utilizing a broader range of coal inputs compared to the company’s existing plant, with even lower thermal properties (a G-index as low as 50).  Since the average cost of inputs will decrease, this is expected to enable SinoCoking to produce coke at a better profit margin.  The new facility is also expected to generate an additional 66.5 million Kilowatt hours of electricity each year from the conversion of heat emitted from the coal-gas powered system, which is used to power steam generators.  The new facility will also produce purified coal gas as a fuel source for use by city residents.  The Company’s plans to provide coal gas to local residents have received approval from the city of Daying, which will involve providing coal gas to consumers at a price per thermal equivalent unit that is an estimated 20% less than the current price of liquid natural gas (LNG), a competing alternative.  In addition, SinoCoking anticipates that the new coking facility will expand its product portfolio, enabling it to offer its customers other products such as crude benzol, sulfur, and ammonium sulfate.

 
11

 

Mine Acquisition Program.  On February 19, 2010, SinoCoking announced its acquisition program under which it plans to consolidate local area coal mines as a part of the government-directed consolidation of the coal mining industry in the Pindingshan region of Henan Province, China.  According to government sources, Henan province in central China is in the process of consolidating coal mines with a production capacity below 300,000 metric tons per year, and will only approve new mines with an output capacity of at least 450,000 metric tons per year.  The Henan plan is a part of a general policy in China to consolidate its coal industry in order to improve production efficiency and reduce coal mine accidents.  On February 19, 2010 the Company identified ten mine-owning target companies.  The aggregate licensed production capacity of the mines operated by these target companies is 1.5 million metric tons per year.  In addition, the aggregate coal reserves of these companies is estimated to be 25 million metric tons, based on Chinese geological standards.  The Company is conducting its own due diligence investigation of each prospective target.  SinoCoking anticipates acquiring a majority interest in each of these target companies, subject to its due diligence review and at its discretion, before the end of 2010.

Land Use Rights.  On December 9, 2008, SinoCoking entered into an agreement with the Henan Province Pingdingshan Municipal Bureau of Land and Resources to permit Hongli to acquire land use rights for up to 1,270,000 square meters of industrial-zoned vacant land in Baofeng County.  Per the agreement the total cost to acquire these land use rights is $21,954,490 (or RMB 149,860,000).  Under the agreement, the Company may, but was not obligated to, pay the foregoing amount to acquire the land use rights, and the Company would not incur any penalty if it did not exercise its option to acquire the land use rights.  Hongli could have also acquired rights to all or any lesser portion of the land as it may elect, and the total cost would be pro-rated accordingly.  The Pingdingshan Municipal Bureau of Land and Resources granted Hongli an extension of the option exercise period November 2009, and accordingly Hongli could have exercised its option to acquire the aforesaid land use rights by making payment by the end of June 30, 2010.  The Company decided not to exercise its option to acquire the land use rights and thus no payments in connection with this agreement were made as of June 30, 2010.

Sales and Marketing

With respect to the sale of coke products, SinoCoking typically enters into non-binding annual letters of intent that set forth current year supply quantities, suggested pricing, and monthly delivery schedules with its customers at the beginning of each year.  The terms of the letters of intent are usually negotiated during the Annual National Coal Trading Convention organized by the China Coal Transport and Distribution Association.  A significant portion of SinoCoking’s coke sales in fiscal 2008 were made through attendance at this convention.  Changes in delivery quantity and pricing, which is based on open market pricing at the time of delivery, must be documented in a final written contract on a 30-day advance notice submitted by the party making the change and accepted by the other party.  Almost all of SinoCoking’s current customers enter into these non-binding annual letters of intent, and are generally required to make payment upon delivery of each shipment of product.  Other customers are asked to prepay for their orders.  In pricing its products, SinoCoking considers factors such as the prices offered by competitors, the quality and grade of the product sold, the volume in national and regional coal inventory build-up and forecasted future trends for coal and coke prices.  The remaining portion of SinoCoking’s coke sales is derived from purchase orders placed by customers throughout the year when they require additional coke.

SinoCoking has a flexible credit policy and adjusts credit terms for different types of customers.  Depending on the customer, SinoCoking may allow open accounts, or require acceptance bills or cash on delivery. SinoCoking considers the creditworthiness and the requested credit amount of each customer when determining the appropriate payment arrangements and credit terms, which generally do not exceed a period over 90 days. SinoCoking evaluates the creditworthiness of potential new customers before entering into sales contracts and reassesses customer creditworthiness on an annual basis.  For customers without an established history, SinoCoking requires immediate settlement of accounts upon delivery.

Coke Sales.  SinoCoking’s annual sales volumes of coke for the years ended June 30, 2006, 2007, 2008, 2009 and 2010, and the weighted average selling price per metric ton for each fiscal year, were as follows:

Coke Sales
 
Fiscal Year
 
Annual Sales*
(metric
tons )
   
Weighted
Average
Price Per Ton
(USD)
 
2006
    71,159     $ 121  
2007
    152,049     $ 159  
2008
    225,779     $ 249  
2009
    154,631     $ 197  
2010
    132,911     $ 208  

 
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*
Includes sales of metallurgical coke and chemical coke.

Raw Coal Sales.  SinoCoking’s annual sales volumes of raw coal for the years ended June 30, 2006, 2007, 2008, 2009 and 2010, and the weighted average selling price per ton for each fiscal year, were as follows:

Raw Coal Sales
 
Fiscal Year
 
Annual Sales *
( metric tons )
   
Weighted Average
Price Per Ton
(USD)
 
2006
    52,578     $ 26  
2007
    44,626     $ 42  
2008
    20,737     $ 18  
2009
    229,480     $ 58  
2010
    369,379     $ 62  

 
*
Includes raw coal sold to customers consisting of coal extracted from the Hongchang Mine as well as coal purchased by SinoCoking as part of its coal trading activities, and includes raw coal and raw coal/medium coal/coal slurry mixtures.  These figures exclude any raw coal used internally in SinoCoking’s operations as raw material to produce washed coal and coke.

The weighted average price per metric ton shown in the above table reflects the weighted average price per metric ton of coal product sold by SinoCoking in the period shown.  Sales prices per metric ton are influenced largely by the quality and composition of the coal product sold.  For instance, in 2008 the Company sold relatively little raw coal, and the composition of raw coal products sold in 2008 consisted largely of lower-value product such as coal slurry.  Generally, the thermal value of the coal, together with its chemical composition and other properties such as moisture, ash, sulfur, and other chemical content, affect the price at which the Company can sell coal.  Sale prices for raw coal are also affected by general market conditions, supply and demand.

Washed Coal Sales.  SinoCoking’s annual sales volumes of washed coal for the years ended June 30, 2006, 2007, 2008, 2009 and 2010, and the weighted average selling price per ton for each fiscal year, were as follows:

Washed Coal Sales
 
Fiscal Year
 
Annual
Sales
( metric
tons )
   
Weighted
Average
Price Per Ton
(USD)
 
2006
    6,645     $ 64  
2007
    45,734     $ 64  
2008
    1,860     $ 86  
 2009
    55,360     $ 118  
2010
    55,598     $ 127  

The weighted average price per metric ton shown in the above table reflects the weighted average price per metric ton of coal product sold by SinoCoking in the period shown.  The Company's sales prices per ton of washed coal are heavily influenced by the quality and composition of the coal product sold.  Washed coal prices are also influenced by general market conditions in the washed coal market, i.e., aggregate supply and demand.

Coal Tar Sales.  SinoCoking’s annual sales volumes of coal tar for the years ended June 30, 2006, 2007, 2008, 2009 and 2010, and the weighted average selling price per ton for each fiscal year, were as follows:

Coal Tar Sales
 
Fiscal Year
 
Annual
Sales
( metric
tons )
   
Weighted
Average
Price Per Ton
(USD)
 
2006
    3,307     $ 195  
2007
    7,330     $ 200  
2008
    10,756     $ 278  
2009
    7,646     $ 153  
2010*
    6,182     $ 214  

 
13

 

SinoCoking produces coal tar as a byproduct of the coking process; however, it currently does not have a separate process for refining and preparing coal tar to create a homogenous coal tar product.  Accordingly, the quality and characteristics of coal tar produced varies from time to time (depending on inputs), based on such factors as thermal value, and moisture, ash, sulfur, and other chemical contents, and this affects the price at which the Company can sell its coal tar.  The price of coal tar sold by the Company is also affected by overall market demand and supply, which is influenced by a variety of factors which may include higher prices for oil and oil derivatives, stronger demand for construction materials, fertilizers, and related industrial chemicals.

Customers

SinoCoking sells all of its products within China.  Its four biggest customers collectively accounted for approximately 93 % of SinoCoking’s total sales revenue in fiscal 2010 as follows:

 
·
Hunan Loudi Zhongyuan Trading Co. Ltd. accounted for approximately $25.72 million in revenue, representing approximately 43.6% of total sales;

 
·
Wuhan Tieying Trading Co., Ltd. accounted for approximately $20.13 million in revenue, representing approximately 34.1% of total sales;

 
·
Daye Xinye Special Steel Co., Ltd. accounted for approximately $7.11 million in revenue, representing approximately 12% of total sales; and

 
·
Wuhan Railway Zhongli Group Co., Ltd. accounted for approximately $2.15 million in revenue, representing approximately 3.65% of total sales.

By product types, SinoCoking’s largest coke customer was Hunan Loudi Zhongyuan Trading Ltd, which accounted for 61.66% of the coke sold in fiscal 2010; Wuhan Tieying Trading Ltd was the biggest coal customer, accounting for 66.52% of the coal sales in fiscal 2010; and Wang Fashun, who accounted for 14.64% of the coal tar sold in fiscal 2010, was the single largest coal tar customer.

Company sales personnel conduct routine visits to customers.  SinoCoking has long-standing relationships with these customers, and management believes that these relationships are stable.

Transportation and Distribution

SinoCoking owns and operates a private rail track 4.5 kilometers in length that connects SinoCoking’s plant to the Chinese national railway system at both the East Pingdingshan Railway Station and the Baofeng Railway Station.  Industrial loaders load coal and coke from SinoCoking’s platform onto railcars to be transported to customers primarily in central and southeastern China in the provinces of Henan, Hubei, Hunan and Fujian.  SinoCoking’s private railway permits it to exercise control over the transportation cost and execution of its products.   Customers can also arrange for trucks to take delivery of products from the plant site.

Competitors

SinoCoking competes primarily with coal and coke producers in the central, eastern and southern regions of China, such as Shanxi Coking Co., Ltd., a major coke producer, and Shenhua Group, a major coal producer.  SinoCoking also competes against Pingdingshan Coal Group, the largest regional coal producer, which also sells coke and coal tar.  Local coke competitors include Hongyue Coke Factory, Dongxin Coke Factory and Hongjiang Coke Factory.  In addition, SinoCoking competes against coal washing operations such as Fange Zhuang Washing Factory.  Competitive factors include geographic location, quality (i.e. thermal value, ash and sulfur content, washing and processing, and other characteristics), and reliability of delivery.

 
14

 

Suppliers

Since SinoCoking requires substantially more coking coal than what the Hongchang Mine produces, SinoCoking also sources coal from local coal mines.  SinoCoking mainly purchases from local and other coal producers from other provinces.   In fiscal 2010, Pingdingshan Shilong District Zhaoling Industrial Coal Ltd supplied 29.2% of SinoCoking's coal purchases, and Pingdingshan Shilong District Tianyuan Coal Ltd supplied an additional 22.2%.    These suppliers are able to supply SinoCoking with coal of such qualities and quantities consistent with SinoCoking’s coking requirements, and their proximities to SinoCoking’s plant also afford convenience.  In September 2010, the Company entered into an agreement with Zhengyun Coal Distribution Co., Ltd. (“Zhengyun Coal”) to purchase up to 3 million metric tons of raw and clean coal annually.  Zhengyun Coal is a subsidiary and the sales division of Zhengzhou Coal Industry Group, a Shanghai Stock Exchange listed company (ticker 600121) and one of the top six state-owned coal mining companies in Henan Province.  The strategic cooperation agreement with Zhengyun Coal will provide the Company with up to 2 million metric tons of raw coal and 1 million metric tons of washed coal.  Pursuant to this agreement, the Company has signed monthly purchase orders for August and September deliveries for raw coal at $87 per metric ton, and the Company has also orally reached an agreement to set the washed coal price at $141-$151, both of which are below current market prices and at levels enjoyed by large state-owned enterprises in China.  Zhengyun Coal has also agreed verbally to give the Company the option to take monthly delivery up to 250,000 metric tons of raw and washed coal, but it is not obligated to exercise such option.

As with its coke and coal sales, SinoCoking meets its coking coal needs by entering into non-binding annual letters of intent with these suppliers that set forth supply quantities, suggested pricing and monthly delivery schedules at the beginning of the year.  Subject to changes in delivery quantity and pricing, which is based on the open market price of metallurgical coal at the time of delivery and agreed to by the parties, SinoCoking generally makes payment upon each delivery throughout the year.

SinoCoking believes that it has established stable cooperative relationships with these suppliers.  At the same time, SinoCoking can readily find other sources of metallurgical coal that is close to its plant, as Henan Province is one of China’s coal producing centers.  Further, the Company also started to import coal materials from outside of Henan province in order to reduce the risk of supply fluctuations in Henan province.

SinoCoking’s other principal raw materials include water, which is provided without charge in the form of treated underground water by the operator of the Hangzhuang Coal Mines, and electricity, most of which SinoCoking generates onsite from its own power stations and which is supplemented from the local state-owned utility as needed.  SinoCoking also requires wood and steel for its operations, and sources these materials from close-by suppliers on a per purchase order basis.  These materials are readily available and there is no shortage of suppliers to choose from.

Employees

SinoCoking currently has 545 employees, of which 385 are mine workers, 122 are coking plant workers, and 38 are employed in an administrative or executive capacity.  Since December 31, 2009, our management made certain changes to personnel job descriptions resulting in a reduction in the number of employees categorized as “administrative or executive.”  Both the mining operations and the coking plant operate year round in three shifts of eight hours per day.  In compliance with the Employment Contract Law of PRC, SinoCoking has written contracts with all of their employees.  SinoCoking considers its relationship with its employees to be good.

Research and Development

As of the year ended June 30, 2010, SinoCoking did not conduct any research and development activities.  SinoCoking does plan to initiate a program focusing on the extraction of chemicals from coal, and the anticipated costs and benefits of the production and sale of such byproducts is being considered.

Intellectual Property

SinoCoking currently has no patents, trademarks, in-bound or outbound licenses, franchises, or royalty arrangements.

Regulation

SinoCoking operates in an industry that is highly regulated by local, city and provincial government authorities in the PRC.  Applicable regulations include those relating to safety, production, environmental, energy use and labor.  While it is not practicable to summarize all applicable laws, the following is a list of names of significant laws and regulations that apply to our business:

Laws and regulations concerning safety of coal mines:

 
·
Law of Mine Safety
 
·
Production Safety Law, which applies to production activities in general
 
·
Law of the Coal Industry

 
15

 

 
·
Regulations on Coal Mine Safety Supervision and Inspection
 
·
Regulations on Coal Mine Explosives Control
 
·
Special Provisions for the Prevention of Coal Mine Incidents
 
·
Requirements for Basic Production Conditions for Coal Mines
 
·
Penalties for Coal Mine Safety Violations
 
·
Penalties for Production Safety Violations

Laws and regulations concerning environmental protection and energy conservation:

 
·
Law of the Prevention and Control of Solid Waste Environmental Pollution, which applies to entities whose production activities may generate pollutive solid waste
 
·
Law of the Prevention and Control of Atmospheric Pollution, which set restrictions in coal burning and emissions that cause air pollution
 
·
Mineral Resources Law, which regulates the extraction of mineral resources including coal
 
·
Law Regarding the Prevention and Control of Water Pollution, which regulates pollution of underground water caused by mining activities
 
·
Land Administration Law, which restricts mining activities on agricultural land
 
·
Law of Prevention and Control of Radioactive Pollution, which regulates and prohibits the release of radioactive pollution caused by certain mining activities
 
·
Laws of Water and Soil Conservation, which regulates mining activities with the aim of preventing soil erosion
 
·
Environmental Protection Law, which contains certain general provisions that apply to the operation of coal mines

Laws and regulations concerning labor:

 
·
Labor Law, which protects workers, and contains provisions that apply to a broad range of industry including the mining industry

Environmental Protection Measures

SinoCoking incorporates measures to reduce the environmental impacts of its operations. SinoCoking’s large-sized furnace reduces the frequency of coal loading and trundling, thereby reducing the amount of dust and soot that is generated.  SinoCoking captures coal gas emitted during the coking process to generate electricity which it uses in its operations.  SinoCoking also recycles water - water that is used for coal washing is treated to remove phenol and other contaminants, and then re-used in the coal washing operation.  SinoCoking also uses recycled water, in the form of treated underground water, to quench coke and for its power stations, which is provided without cost by the nearby Hanzhuang Coal Mines, which mining rights are owned and operated by unrelated third parties.  Additionally, SinoCoking uses sound insulation to reduce noise pollution, and plants vegetation throughout its plant to help mitigate environmental impacts.

Safety

SinoCoking's management believes that the Company is in material compliance with all laws and regulations that are applicable to it, including safety laws and regulations.  SinoCoking’s mining operations employ an automatic hazard detection system as required by the PRC government, which includes air monitoring, automatic power shut-down, and underground worker tracking systems.  Companies with mining operations are required to report violations or mining incidents and casualties to the government authorities.  Since inception, except for ordinary and minor injuries, SinoCoking has suffered no major accidents and no casualties in connection with its mining operations, and SinoCoking has not suffered any reportable incident.  Under PRC law, companies with mining operations are subject to random and periodic safety inspections by government mine regulators.  Since inception, SinoCoking has not been found to be in material violation of any mining regulations.  As we have no record of violations or mining incidents, management considers our safety record to be excellent.

Property, Plant and Equipment

Real Property and Leasehold Property

As of June 30, 2010, the net book value of our property, plant and equipment, excluding construction-in-progress was $17,100,613.  The Hongchang Mine and its related facilities are located in Henan Province. As of June 30, 2010, our mines, land and facilities collectively occupied an area of approximately 748,413 square meters, in a single location in Pingdingshan City in Henan Province.  Of this land, the Hongchang Mine cover s 653,400 square meters, and our current coking and coal facilities occupy approximately 96,013 square meters.  Under PRC law, we have freely transferable land use rights for a term of 36 years commencing from the respective dates when we acquired such land use rights.  Based on our business development requirements, we may seek opportunities to acquire additional land and to obtain the relevant governmental approvals.

 
16

 

As described above, SinoCoking (through its controlled subsidiary Hongli) previously held an option under an agreement with the Henan Province Pingdingshan Municipal Bureau of Land and Resources which provided Hongli the right to acquire land use rights for up to 1,270,000 square meters of additional industrial-zoned vacant land in Baofeng County.  Per the agreement, the total cost to acquire these land use rights is $21,954,490 (or RMB 149,860,000) and payment was required to exercise such option by June 30, 2010.  As of June 30, 2010, the Company decided that it would not exercise its option to purchase the land use rights and thus no payments were made in connection with the agreement.

The map below shows the location of Pingdingshan City in Henan Province, in central China:


Coal Mines and Production Facilities

The Hongchang Mine is located in the central part of Hunan Province.  A series of roadways provide access to the Hongchang Mine.  Extracted coal is transported by truck to our washing and coking facilities.  Coal and coke products are mainly transported to our customers by rail using the national railway system.

The Hongchang Mine originally consisted of four underground mines: the Yongshun mine, the Liangshuiquan mine, the Zhaoxi secondary mine and the Zhaozhuang Tanglishu mine.  These mines were positioned adjacent to one another, and although once owned and operated by different parties, these mines made use of common passageways and mine shafts. In June 2005 we acquired the Yongshun mine (built in 1996) and the Zhaoxi secondary mine (built in 1988) from Quinmin Chen.  Also in June 2005, we acquired the Liangshuiquan mine (built in 1984) from Minjie Li.   In April 2005 we acquired the Zhaozhuang Tanglishu mine (built in 1984) from Liuqing He and Jiti Li.  Hongli assumed the ongoing mining operations of these mines and initiated the consolidation of these mines, which consolidation process was completed in 2006.  SinoCoking now operates the Hongchang Mine as one unified mining operation.

 
17

 

All portions of the Hongchang Mine are currently in operation, and none of the mines we operate are presently undergoing major repair work.  No major renovations are being undertaken for these mines at this time.  The Company plans to conduct exploration and development activities once the amount of coal extracted from the Hongchang Mine approaches the maximum estimated amount of proven and probable reserves.

The map below indicates the location of the Hongchang Mine and SinoCoking’s facilities in Pingdingshan:


We are currently extracting raw coal at the rate of 300,000 metric tons per year from the Hongchang Mine.  Since acquisition in 2005, we have extracted a total of 986,981 metric tons from the Hongchang Mine, and prior to this time, the predecessor owners of these mines extracted a total of 345,000 metric tons.

The mining equipment and facilities used in the Hongchang Mine was originally installed in 2005, and generally has an estimated useful life of 5 years; however, it is difficult to predict which mining equipment will require replacement in the future.   The total cost of replacement of the plant and equipment used in the Hongchang Mine is approximately RMB 15 million (approximately USD $2.2 million).  The total annual average cost of operating the Hongchang Mine, as currently estimated based on an average output per year of 300,000 metric tons per year, is $16 per ton, or an aggregate of approximately $4.78 million per year.  The principal pieces of equipment used in our mining operations, including safety system, underground transportation system and loading system, were manufactured in the PRC.

 
18

 

All of our coal mines are underground mines.  The following table sets out detailed information for the Hongchang Mine:

   
Hongchang Mine
 
Background data:
     
Commencement of construction
 
1984
 
Commencement of commercial production
 
1987
 
Coalfield area (square kilometers)
    0.31  
Reserve data:(1)
       
Total in-place proven and probable reserves(2)(3)
    2,479,000  
Mining recovery rate (%) (4)
    60 %
Coal washing recovery rate (%) (5)
    75 %
Depth of mines (meters underground)
 
80 – 200 meters
 
   
First seam: 1.14 meters
 
Average thickness of main coal seams (meters) (6)
 
Second seam: 5.50 meters
 
         
Type of coal
 
Thermal/Metallurgical
 
Leased/owned
 
Owned
 
Assigned/unassigned(7)
 
Assigned
 
Sulfur content (%)
       
First seam
    2.64  
Second seam
    0.55  
Water content (%)
       
First seam
    0.83  
Second seam
    1.5  
Ash content (%)
       
First seam
    15.3  
Second seam
    14.0  
Volatility content (%)
       
First seam
    32.5  
Second seam
    29.0  
Thermal Value (megajoules per kilogram)
       
First seam
    32.3  
Second seam
    31.5  
Production data: (in metric tons)
       
Designed raw coal production capacity (per year)
    300,000  
Raw coal production:
       
2005 and prior
    334,000  
2006
    143,536  
2007
    134,638  
2008
    204,991  
2009
    260,938  
2010
    242,878  
Cumulative raw coal production
       
as of  June 30, 2010
    986,981  

(1)
The reserve data including (i) total in-place proven and probable reserves, (ii) mining and coal preparation plant recovery rates; (iii) depth of mine; and (iv) average thickness of main coal seam are based on the relevant information from a report dated November 2005 issued by of our provincial mining authorities, the Regional Geological Survey Team of the Henan Bureau of Geology and Mineral Exploration and Development (the “2005 Mining Report”), and records of the Company.   Non-accessible reserves are defined as the portion of identified resources estimated to be not accessible by application of one or more accessibility factors within an area.  We note that the degree of assurance between what would meet the definition of “proven reserves” on the one hand, and “probable reserves” on the other hand, cannot be readily defined.  Accordingly, pursuant to the SEC’s Industry Guide 7 – Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations, in the table above we report proven and probable reserves on a combined basis.

 
19

 

(2)
In-place reserves refer to coal in-situ prior to the deduction of pillars of support, barriers or constraints.  According to the 2005 Mining Report, the Hongchang Mine was initially found to have total estimated reserves and resources of 2.81 million metric tons.  334,000 metric tons were removed during exploration, leaving approximately 2.47 million metric tons of estimated reserves and resources.  Of this amount of in-place proven and probable reserves, the Hongchang Mine has a total estimated recoverable coal of approximately 1.22 million metric tons according to the 2005 Mining Report.

(3)
All of the Hongchang Mine utilize the room-and-pillar method of underground extraction.

(4)
The mining recovery rate represents estimated coal recovered or extracted as a percentage of coal reserves.  The Company does not calculate actual recovery rate.  For purposes of this table, the Company utilizes an estimate based on applicable geological standards, which may or may not equal the actual recovery rate for extracted coal.

(5)
Coal washing recovery rate refers to the rate of recovery of coal in the production of our washed coal products.

(6)
The Hongchang Mine contains two major seams, referred to in this table as the “First Seam” and the “Second Seam”.

(7)
“Assigned” reserves refer to coal which has been committed to a particular mining complex (mine shafts, mining equipment, and plant facilities), and all coal which has been leased by the company to others. “Unassigned” reserves refer to coal which has not been committed, and which would require new mineshafts, mining equipment, or plant facilities before operations could begin on the property.

Mining Rights

We have mining rights for the Hongchang Mine under a consolidated mining permit dated July 6, 2007 issued by the Office of Land Resources of Henan Province.  Hongli initially acquired the resource mining permits and the mining rights to the Hongchang Mine and assumed mining operations in July 2005 when it acquired the Hongchang Mine.

Similar to other coal producers in the PRC, the Hongchang Mine, including the mine site and the underlying coal and other minerals, are owned by the PRC government.  Accordingly, the amount of coal that SinoCoking can extract from the mine is based on a mining right issued by the Henan Province Department of Land and Resources.  The mining right is issued pursuant to a reserves appraisal report submitted by government authorized mining engineers, upon approval of such appraisal report by the Henan Province Department of Land and Resources.  The amount of coal that can be extracted under the mining right represents what we can economically and legally extract under applicable PRC law and regulations and as determined by the Department of Land and Resources.

Under our current mining rights, we are theoretically permitted to extract up to 2,479,000 metric tons of coal from the Hongchang Mine, which represents its estimated in-place proven and probable reserves.  Out of the proven and probable reserves, the Pingdingshan Coal Mine Design and Research Institute estimated that 1,215,100 metric tons are recoverable.  In August 2007, Hongli made payment of 4.46 million RMB (approximately USD $0.6 million), toward partial payment for its mining rights for the 2,479,000 metric tons of total reserves.  An additional payment is anticipated to become due, when charged by the government, in the estimated amount of USD $0.4 million as a final payment in connection with these mining rights.   The exact amount of the additional payment will depend on market prices as determined by the Henan Province Department of Land and Resources, and negotiations between us and the Department of Land and Resources.  Our current mining rights permit SinoCoking to extract coal from the Hongchang Mine until September 2013, until and unless these rights are extended.

The amount that must be paid for mining rights is generally determined on a per ton basis on proven and probable reserves (and not based on actual recoverable coal), as well as prevailing market prices as determined by the Henan Province Department of Land and Resources.  In the event that further exploration results in an extension of estimated proven and probable reserves (if SinoCoking desires to extract these additional reserves), or if SinoCoking will continue mining the Hongchang Mine beyond September 2013, it must then obtain an additional permit from the Henan Province Department of Land and Resources and may be subject to additional fees to acquire or modify its mining rights.  We expect that the cost of further exploration in and around the Hongchang Mine would be borne by us.  As of June 30, 2010, a total of 986,981 metric tons out of the estimated 1,215,100 metric tons of recoverable reserves have been extracted from the Hongchang Mine.  Based on the estimated 1.22 million metric tons of proven and probable reserves that are recoverable per the 2005 Mining Report, the Hongchang Mine has an additional 238,119 metric tons of recoverable coal remaining, and at current extraction rates the Hongchang Mine is expected to exhaust its reserves by the end of calendar 2012.  The Company has been conducting additional geological studies, and is expecting to report more coal reserves from this mine to the local mining authority for futher mining.  SinoCoking notes that the estimated 1,215,100 metric tons of recoverable reserves is a government estimate created and used by local mining authorities to determine permissible extraction rates, the duration of our mining license, and to approve mine designs and that it is subject to revision .  SinoCoking also utilizes this estimate for accounting purposes, to amortize its mining rights.  Currently estimated recoverable coal may not necessarily be consistent with the results of future mining, engineering and feasibility studies or reports.

 
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Railway Assets

Currently, the Company has rail assets consisting of approximately 4.5 kilometers of special purpose coal transportation railway tracks that serve to facilitate the transportation of coal from the Company’s yard to the national railway system, and ultimately to its customers.  SinoCoking does not own its own railcars and locomotives, but instead pays access fees to the PRC government for the use of government-owned and operated railcars and locomotives.  These railcars are loaded with coal and coke products at the Company’s yard for delivery through the national railway system.

ITEM 1A. RISK FACTORS


The reader should carefully consider the risks described below together with all of the other information included in this Annual Report on Form 10-K (“Form 10-K”).  The statements contained in or incorporated into this Form 10-K that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.  If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and an investor in our securities may lose all or part of their investment.

Risks Related To Business

Our business and results of operations are dependent on coal and coke markets, which may be cyclical.

The principal source of our revenue is from the sale of coal and coke within China (or the “PRC”), thus the business and operating results are highly dependent on domestic Chinese demand for coal and coke.  The Chinese coal and coke markets are cyclical and exhibit fluctuation in supply and demand from year to year.  They are subject to numerous factors beyond our control, including, but not limited to, general economic conditions in the PRC and fluctuations in industries with high demand for coal, such as the power and steel industries.  These factors are also linked to or influenced by global economic conditions.  Fluctuations in supply and demand for coal and coke affect their prices, which in turn affect our operating and financial performance.  We have seen substantial price fluctuations in these commodities in the past and believe that such fluctuations may continue.  The demand for coal and coke are primarily influenced by the pace of domestic economic growth and development, and the demand for coal and coke from the power, steel, and construction industries.  The supply of coal and coke, on the other hand, are primarily affected by the geographic location of coal mines, the volume of coal and coke produced by the domestic and international coal suppliers, tariffs duties and trade controls, value-added taxes (VAT) imposed on imports, international freight costs, and the quality and price of competing sources of coal and coke.  Alternative fuels, such as natural gas, oil and nuclear power, and alternative energy sources, such as hydroelectric power, wind, geothermal and solar, also have influences on the market demand for coal and coke.  Excess supply of coal or coke or significant reduction in the demand for our coal or coke by domestic power or steel producers may have an adverse effect on their prices, which would in turn cause a decline in our profitability.  In addition, any significant decline in PRC domestic coal or coke prices could materially and adversely affect our business and results of operations.

Our mining and coking operations are inherently subject to changing conditions that can affect our profitability.

SinoCoking’s mining and coking operations are inherently subject to changing conditions that can affect levels of production and production costs for varying lengths of time and can result in decreases in profitability.  SinoCoking is exposed to commodity price risk related to the purchase of diesel fuel, wood, explosives and steel.  In addition, weather and natural disasters (such as earthquakes, landslides, flooding, and other similar occurrences), unexpected maintenance problems, key equipment failures, fires, variations in thickness of the layer, or seam, of coal, amounts of overburden, rock and other natural materials, variations in rock and other natural materials and variations in geological conditions can be expected in the future to have, a significant impact on our operating results.  Prolonged disruption of production at the mine would result in a decrease in our revenues and profitability, which could be material.  Other factors affecting the production and sale of our coal and coke that could result in decreases in our profitability include:

 
·
sustained high pricing environment for raw materials, including, among other things, diesel fuel, explosives and steel;

 
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·
changes in the laws and/or regulations that we are subject to, including permitting, safety, labor and environmental requirements;
 
·
labor shortages; and
 
·
changes in the coal and coke market and general economic conditions.

Our coal and coke operations are extensively regulated by the PRC government and government regulations may limit its activities and adversely affect its business operations.

SinoCoking’s coal and coke operations, like those of other Chinese natural resources and energy companies, are subject to extensive regulations administered by the PRC government. Central governmental authorities, such as the National Development and Reform Commission, the State Environmental Protection Administration, the Ministry of Land and Resources, the State Administration of Coal Mine Safety, the State Bureau of Taxation, and provincial and local authorities and agencies exercise extensive control over various aspects of China’s coal mining and transportation (including rail and sea transport).  These controls affect the following material aspects of our operations:

 
·
exploration, exploitation and mining rights and licensing;
 
·
rehabilitation of mining sites after mining is completed;
 
·
recovery rate requirements;
 
·
industry-specific taxes and fees;
 
·
target of our capital investments;
 
·
pension funds appropriation; and
 
·
environmental and safety standards.

We believe that our operations are in compliance with applicable legal and regulatory requirements. However, there can be no assurance that the central, provincial or local governments in the PRC will not impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures by us to comply.  We may face significant constraints on its ability to implement its business strategies or to carry out or expand business operations.  We may also be materially and adversely affected by future changes in certain regulations and policies of the PRC government in respect of the coal or coke industry.  New legislation or regulations may be adopted that may materially and adversely affect our operations, our cost structure or demand for our products.  In addition, new legislation or regulations or different or more stringent interpretation of existing laws and regulations may also require us to substantially change our existing operations or incur significant costs.

The PRC government has become increasingly concerned with mine safety issues, particularly in light of several recent accidental explosions in coal mines (operated by other companies) due to inadequate internal safety measures, and as reflected by the implementation of the State Council’s Regulation on Phase-out of Small Coal Mines.  Moreover, additional new legislation or regulations may be adopted, or the enforcement of existing laws could become more stringent, either of which may have a significant impact on our mining operations or customers’ ability to use coal and may require its customers to significantly change operations or to incur substantial costs.  In 2008, the Henan Province mining authorities and related government bureaus conducted industry-wide coal mine safety inspections as a part of the government’s policy and efforts to reduce mining accidents and improve safety.  The Hongchang Mine was inspected in September, October and December of 2008, and during the course of these inspections, mining activity was temporarily halted or reduced.  This and future interruptions in coal extraction due to mining safety inspections, albeit temporary, may have a material effect on the Company’s financial results and operations.

The Henan Province Pingdingshan Municipal Bureau of Land and Resources will require coking factories with a furnace height of less than 4.3 meters to phase out their operations in the next two to three years.  SinoCoking’s existing coking furnace is 3 meters in height and as a result, we plan to phase out our existing coking factory in the next two to three years, and replace these facilities with a new coking facility that exceeds these regulatory standards.  These government regulations will not affect our mining or coal washing operations.

SinoCoking’s future success may depend substantially upon our ability to successfully build and operate the new coking factory and related facilities.

A central element of our business plan involves the construction and operation of a new coking factory and related facilities.  We commenced construction of this new factory and related facilities on March 3, 2010.  While we believe the successful completion of the construction of these facilities as planned will be profitable, prior to completion there can be no assurance that SinoCoking will be able to complete construction as planned or operate the coking factory, or that if completed we will be able to operate the new factory profitably.  The future profitability of our coking operations will also depend on our ability to secure washed coal on a cost-effective basis.

 
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Our business operations may be adversely affected by present or future environmental regulations.

As a producer of coal and coke products, SinoCoking is subject to significant, extensive, and increasingly stringent environmental protection laws and regulations in China.  These laws and regulations:

 
·
impose fees for the discharge of waste substances;
 
·
require the establishment of reserves for reclamation and rehabilitation;
 
·
require the payment of fines for serious environmental offences; and
 
·
allow the Chinese Government, at its discretion, to close any facility that fails to comply with environmental regulations or government orders, requiring such facilities to comply or cease operations.

Our operations may produce waste water, gas and solid waste materials. Currently, the PRC government is moving toward more rigorous enforcement of applicable laws and regulations as well as the adoption and enforcement of more stringent environmental standards.  Our current amounts of capital expenditure for environmental regulatory compliance may not be sufficient if additional regulations are imposed and may need to allocate additional funds for such purpose.  If we fail to comply with current or future environmental laws and regulations, we may be required to pay penalties or fines or take corrective actions, any of which may have a material adverse effect on our business operations and financial condition.

In addition, China is a signatory to the 1992 United Nations Framework Convention on Climate Change and the 1997 Kyoto Protocol, which are intended to limit emissions of greenhouse gases.  Efforts to control greenhouse gas emission in China could result in reduced use of coal and coke if customers switch to sources of fuel with lower carbon dioxide emissions, which in turn could reduce the revenues of our businesses and have a material adverse effect on results of operations.

Demand for coal and coke and their respective prices are closely linked to consumption patterns of the power and steel industries in China.   Any changes in consumption patterns could affect our operations and profitability.

Demand for coal and coke and the prices that we will be able to obtain for the products are closely linked to consumption patterns of the power generation and steel industries in China.  These consumption patterns are influenced by factors beyond our control, including the demand for electricity; demand for steel; government regulation; technological developments and the location, availability, quality and price of competing sources of coal and coke; alternative fuels, such as natural gas, oil and nuclear power, and alternative energy sources, such as hydroelectric power, wind, geothermal and solar.  Any reduction in the demand for coal or coke by the domestic power and steel industries may cause a decline in demand and revenue from our products which would reduce our profitability.

If transportation for our coal or coke becomes unavailable or uneconomic for our customers, our ability to sell our products could suffer.

Transportation costs represent a significant portion of the total cost of coal and, as a result, the cost of transportation is a critical factor in a customer’s purchasing decision.  Increases in transportation costs could make our products a less competitive source of energy or could make some of our offerings less competitive than other sources of coal or coke.  We rely upon trucking, national, provincial and local highways and roadways, and the national railway system to transport our products.  Regulation of, and the overall cost of using these forms of transportation may be outside of our control, changes in the accessibility and cost of these forms of transportation could affect our ability to deliver our products to our customers, and thus the attractiveness of our products relative to competing alternatives.  In addition, these modes of transportation depend upon the support of the national, provincial and local governments for their maintenance and operation, and their reliability will depend on the actions and resources of these governments.

Risks inherent to mining could increase the cost of operating our business.

Our mining operations are subject to conditions beyond our control that can delay coal deliveries or increase the cost of mining for varying lengths of time.  These conditions include weather and natural disasters (such as earthquakes, landslides, flooding, and other similar occurrences), unexpected maintenance problems, key equipment failures, fires, variations in thickness of the layer, or seam, of coal, amounts of overburden, rock and other natural materials, variations in rock and other natural materials and variations in geological conditions.

As with all companies that have coal mining operations, our operations are affected by mining conditions such as a deterioration in the quality or thickness of faults and/or coal seams, pressure in mine openings, presence of gas and/or water inflow and propensity to spontaneous combustion, as well as operational risks associated with industrial or engineering activity, such as mechanical breakdowns.  Although the Company has conducted geological investigations to evaluate such mining conditions and adapt our mining plans to address them, there can be no assurance that the occurrence of any adverse mining conditions would not result in an increase in our costs of production, a reduction of coal output or the temporary suspension of operations.

 
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We may suffer losses resulting from industry-related accidents and lack of insurance.

We operate coal mines and related facilities that may be affected by water, gas, fire or structural problems.  As a result, our operations, like other coal mining and coking companies, could experience accidents that cause property damage and personal injuries.  Although the Company has implemented safety measures at our operations, and provide on-the-job training for our employees, and, in accordance with relevant laws set aside approximately 9.6% of employees’ total remuneration for employees’ health insurance, there can be no assurance that industry-related accidents will not occur in the future.

The Company does not currently maintain fire, or other property insurance covering our properties, equipment or inventories. In addition, the Company does not maintain any business interruption insurance or any third party liability insurance to cover claims in respect of personal injury, property or environmental damage arising from accidents on our properties.  Any uninsured losses and liabilities incurred by the Company could have a material adverse effect on our financial condition and results of operations. For instance, if it occurred, a major mining accident could prompt government-mandated closure of some or all of our mining operations, which would then require us to spend significant resources on remediation which could consume our available capital resources, and until remediated, we would be required to obtain our raw coal inputs from other third party suppliers at a higher price, which would adversely affect our gross margins on coal and coke products.  Although the likelihood of a major mining accident would be extremely difficult to predict, we note that we have never suffered a casualty or major mining-related accident since inception, we have never been found to be out of compliance with government safety standards, and management believes our mining operations are safer than the industry average in China.

SinoCoking’s ability to operate effectively could be impaired if the Company loses key personnel or fails to attract qualified personnel.

The Company manages our business with a number of key personnel, the loss of any of which could have a material adverse effect on operations.  In addition, as business develops and expands, the Company believes that our future success will depend greatly on our continued ability to attract and retain highly skilled and qualified personnel.  The Company cannot assure that key personnel will continue to be employed by or that the Company will be able to attract and retain qualified personnel in the future.  We employ our key personnel on an at-will basis, which means that either the Company or the employee may generally terminate the employment relationship at any time for any reason.  Accordingly, if we are not able to effectively fill vacancies of departing key persons, our business may be impaired.  Further, we note that our management is heavily dependent on the skills, experience, contacts, and business relationships of our founder and Chief Executive Officer, Mr. Jianhua Lv.  Accordingly, the loss of our CEO could cause significant impairment to the business of our Company.

A downturn in global economic conditions may materially adversely affect our business and results of operations.

Our business and results of operations are affected by international, national and regional economic conditions. Financial markets in the United States, Europe and Asia have experienced significant disruption in the past year, including among other things, heightened volatility in security prices, constrained liquidity and credit availability, rating downgrades of certain investments and declining values of others. The Company is unable to predict the likely duration and severity of the current disruptions in financial markets, credit availability, and adverse economic conditions throughout the world. These economic developments affect businesses in a number of ways that could result in unfavorable consequences to the Company.  Adverse global economic conditions, including within the PRC, could negatively affect commodity prices, or may cause our current or potential customers to delay or reduce purchases which could, in turn, result in reductions in sales volumes or prices, materially and adversely affecting results of operations and cash flows. Volatility and disruption of global financial markets could limit customers' ability to obtain adequate financing to maintain operations and proceed with planned or new capital spending initiatives, leading to a reduction in sales volume that could materially and adversely affect results of operations and cash flow.  In addition, a decline in our customers' ability to pay as a result of an economic downturn may lead to increased difficulties in the collection of accounts receivable, higher levels of reserves for doubtful accounts and write-offs of accounts receivable, and higher operating costs as a percentage of revenues.

Certain of our shareholders control a significant amount of our common stock.

Approximately 32% of our outstanding common stock is controlled by one holding entity, of which our founder and Chief Executive Officer, Mr. Jianhua Lv is a director and beneficiary.  Accordingly, Mr. Lv presently has significant relative voting power and influence over any action requiring shareholder approval, including the election of our directors.

 
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If the Company makes any acquisitions, it may disrupt or have a negative impact on the business.

If the Company makes acquisitions, it could have difficulty integrating personnel, operations of the acquired companies with its own.  In addition, the key personnel of the acquired business may not be willing to work for the Company.  SinoCoking cannot predict the affect expansion which may have on our core business.  Regardless of whether the Company is successful in making one or more acquisitions, the negotiations could disrupt our ongoing business, distract the management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:

 
·
delays and waiting periods associated with required safety inspections, as well as government licensing or permitting procedures;
 
·
the difficulty of integrating acquired resources, products, services or operations;
 
·
the potential disruption of the ongoing businesses and distraction of the management and the management of acquired companies;
 
·
the difficulty of incorporating acquired resources, facilities, operations or products into the existing business;
 
·
difficulties in disposing of the excess or idle facilities of an acquired company or business and expenses in maintaining such facilities;
 
·
difficulties in maintaining uniform standards, controls, procedures and policies;
 
·
the potential impairment of relationships with employees and customers as a result of any integration of new management personnel;
 
·
the effect of any government regulations which relate to the business acquired;
 
·
potential unknown liabilities associated with acquired businesses and the associated operations, or the need to spend significant amounts to retool, reposition or modify the existing operations; or
 
·
the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to the acquisition.

For instance, as a required part of the process of consolidating mines in China, a consolidator is required to undergo safety inspections which apply to its existing and operating mines as well as acquired mines.  These government inspections, as well as the required permitting and permitting process, may require substantial time to complete, and this may cause interruptions our coal mining operations.  Further, if safety issues are identified by government mine inspection authorities, we may be required to undertake costly and time-consuming remedial measures in order to restore production.

Our business could be impaired to the extent that management is unable to succeed in addressing any of these risks or other problems encountered in connection with these acquisitions, many of which cannot be presently identified, these risks and problems could disrupt our ongoing business, distract the management and employees, increase our expenses and adversely affect our results of operations.

A large portion of our current revenue is derived from relatively few customers.

SinoCoking depended on four major customers for a substantial portion of its revenue in fiscal 2009.  Nonrenewal or termination of SinoCoking’s arrangements with these customers may have a materially adverse effect on SinoCoking’s revenue.  In the event that any one of its major customers does not renew or terminates its arrangement with SinoCoking, there can be no assurance that SinoCoking will be able to enter into another arrangement similar in scope.  Additionally, there can be no assurance that SinoCoking’s business will not remain largely dependent on a limited customer base accounting for a substantial portion of  revenue.

Risks Related To Doing Business in China

Our operations are primarily located in China and may be adversely affected by changes in the policies of the PRC government.

The political environment in the PRC and the policies of the PRC government may adversely affect our business operations.  The PRC has operated as a socialist state since 1949.  In recent years, however, the government has introduced economic reforms aimed at creating a “socialist market economy” and policies have been implemented to allow business enterprises greater autonomy in their operations.  Changes in the political leadership of the PRC may have a significant effect on laws and policies related to the current economic reforms program, other policies affecting business and the general political, economic and social environment in the PRC, including the introduction of measures to control inflation, changes in the rate or method of taxation, the imposition of additional restrictions on currency conversion and remittances abroad, and foreign investment.  These effects could substantially impair our business, profits or prospects.  Moreover, economic reforms and growth in the PRC have been more successful in certain provinces than in others, and the continuation or increases of such disparities could affect the political or social stability of the PRC.

 
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The PRC government exerts substantial influence over the manner in which companies in China must conduct their business activities.

The PRC only recently has permitted greater provincial and local economic autonomy and private economic activities.  The government of the PRC has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.  Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in the PRC or particular regions thereof, and if this were to occur, we could be required to divest the interests we then hold in Chinese properties or joint ventures.  Any such developments could have a material adverse effect on our business, operations, financial condition and prospects.

Future inflation in China may inhibit economic activity and adversely affect our operations.

In recent years, the Chinese economy has experienced periods of rapid expansion and within which some years with high rates of inflation and deflation, which have led to the adoption by the PRC government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation.  While inflation has moderated since 1995, high inflation may in the future cause the PRC government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby adversely affect our business operations and prospects.

We may be restricted from freely converting the Renminbi to other currencies in a timely manner.

The Renminbi is not a freely convertible currency at present.  We receive all of our revenue in Renminbi, which may need to be converted to other currencies, primarily U.S. dollars, in order to be remitted outside of the PRC.  Effective July 1, 1996, foreign currency “current account” transactions by foreign investment enterprises, including sino-foreign joint ventures, are no longer subject to the approval of State Administration of Foreign Exchange (“SAFE,” formerly, “State Administration of Exchange Control”), but need only a ministerial review, according to the Administration of the Settlement, Sale and Payment of Foreign Exchange Provisions promulgated in 1996 (the “FX regulations”).  “Current account” items include international commercial transactions, which occur on a regular basis, such as those relating to trade and provision of services.  Distributions to joint venture parties also are considered “current account transactions.”  Other non-current account items, known as “capital account” items, remain subject to SAFE approval.  Under current regulations, we can obtain foreign currency in exchange for Renminbi from swap centers authorized by the government.  We do not anticipate problems in obtaining foreign currency to satisfy our requirements; however, there is no assurance that foreign currency shortages or changes in currency exchange laws and regulations by the PRC government will not restrict us from freely converting Renminbi in a timely manner.

We may be unable to enforce our rights due to policies regarding the regulation of foreign investments in China.

The PRC’s legal system is a civil law system based on written statutes in which decided legal cases have little value as precedents, unlike the common law system prevalent in the United States.  The PRC does not have a well-developed, consolidated body of laws governing foreign investment enterprises.  As a result, the administration of laws and regulations by government agencies may be subject to considerable discretion and variation, and may be subject to influence by external forces unrelated to the legal merits of a particular matter.  China’s regulations and policies with respect to foreign investments are evolving.  Definitive regulations and policies with respect to such matters as the permissible percentage of foreign investment and permissible rates of equity returns have not yet been published.  Statements regarding these evolving policies have been conflicting and any such policies, as administered, are likely to be subject to broad interpretation and discretion and to be modified, perhaps on a case-by-case basis.  The uncertainties regarding such regulations and policies present risks that the Company will not be able to achieve our business objectives.  There can be no assurance that we will be able to enforce any legal rights it may have under our contracts or otherwise.

We depend upon the acquisition and maintenance of licenses to conduct our business in the PRC.

In order to conduct business in the PRC, we need licenses from the appropriate government authorities, including general business licenses and licenses and/or permits specific to our industry.  The loss or failure to obtain or maintain these licenses in full force and effect will have a material adverse impact on our ability to conduct our business and on our financial condition.  Mining licenses in China are generally subject to periodic renewal, and license fees associated with renewal may be subject to negotiation between the Company and the relevant government authorities.  The government may in the future decide to increase these fees, or impose levies or surcharges on coal mine and mineral extraction rights.  No assurance can be given regarding the timing or magnitude of these types of government actions.

 
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Price controls may affect both our revenues and net income.

The laws of the PRC provide the government broad power to fix and adjust prices.  Although coal and coke are not presently subject to direct price controls by the PRC government, we cannot give any assurance that these products will not be made subject to such controls in the future.  To the extent that these products are subject to price controls, our revenue, gross profit, gross margin and net income may be adversely affected since the revenue we derive may become limited and we may face no limitation on our costs.  In such a scenario, we may not be able to pass on any increases in costs to our customers.  Further, if price controls affect both the revenue and the costs, our ability to operate profitably and the extent of the profitability will be effectively subject to determination by the applicable PRC regulatory authorities.

Since our officers and directors reside outside of the United States, it may be difficult for you to enforce your rights against them or enforce United States court judgments against them in the PRC.

Our directors and executive officers reside in the PRC and all of our assets are located in the PRC.  It may therefore be difficult or impossible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws.  Further, it is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement of criminal penalties of the federal securities laws.

Since we may not be able to obtain business insurance in the PRC, we may not be protected from risks that are customarily covered by insurance in the United States.

At present, business insurance is not readily available in the PRC.  To the extent that we suffer a loss of a type which would normally be covered by insurance in the United States, such as product liability and general liability insurance, we would incur significant expenses in both defending any action and in paying any claims that result from a settlement or judgment.

Since our funds are held in banks which do not provide insurance, the failure of any bank in which we deposit our funds could affect our ability to continue in business.

Banks and other financial institutions in the PRC do not provide insurance for funds held on deposit.  As a result, in the event of a bank failure, we may not have access to funds on deposit.  Depending upon the amount of money we maintain in a bank that fails, our inability to have access to cash could impair operations, and, if we are not able to access funds to pay our suppliers, employees and other creditors, we may be unable to continue in business.

Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business.  Foreign companies, including some that may compete with us, are not subject to these prohibitions.  Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the PRC.  We can make no assurance, however, that our employees or other agents will not engage in such conduct for which SinoCoking might be held responsible.  If our employees or other agents are found to have engaged in such practices, SinoCoking could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Fluctuations in the exchange rate could have an adverse effect upon our business and reported financial results.

We conduct our business in Renminbi, thus our functional currency is the Renminbi, while our reporting currency is the U.S. dollar.  The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, the political situation as well as economic policies and conditions. On July 21, 2005, the PRC government changed its decade old policy of pegging its currency to the U.S. currency. Under the current policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximate 17% appreciation of the Renminbi against the U.S. dollar between July 21, 2005 and March 23, 2009.  However, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar.  To the extent any of our future revenues are denominated in currencies other than the United States dollar, we would be subject to increased risks relating to foreign currency exchange rate fluctuations which could have a material adverse affect on our financial condition and operating results since operating results are reported in United States dollars and significant changes in the exchange rate could materially impact our reported earnings.

 
27

 

Risks Related to the Offering and Securities Offered

Since we have broad discretion in how we can use the net proceeds from our recent USD $44 million private placement financing, we may use the net proceeds in ways in which the shareholders might disagree.

We intend to use the net proceeds from our recent financing principally for construction of a new coking plant.  However, management will have broad flexibility and discretion in applying the net proceeds of the financing.  Our shareholders will be relying on the judgment of management with regard to the use of these net proceeds, and will not have the opportunity, as part of their investment decision, to assess whether the proceeds are being used in a manner which in their opinion such proceeds should be used.  It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for SinoCoking.  The failure of management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

The rights of the holders of common stock may be impaired by the potential issuance of dilutive securities, namely preferred stock, convertible debt, and additional common stock.

Our board of directors has the right, without shareholder approval, to issue other dilutive securities with voting, dividend, conversion, liquidation or other rights which could adversely affect the voting power and equity interest of the holders of our common stock.  These additional securities could be issued with the right to more than one vote per share, and/or could be utilized as a method of discouraging, delaying or preventing a change of control.  The possible impact on takeover attempts could adversely affect the price of the common stock.  Although we have no present intention to issue any additional dilutive securities for financing purposes, we may issue such shares in the future.

Under our charter and relevant corporate and securities law, the board of directors may approve the issuance of Company common stock in connection with certain types of transactions such as of acquisitions of other companies or mining assets, without obtaining shareholder approval.  As a result, additional securities may be issued in the event of such transactions, resulting in dilution of the holdings of all pre-transaction shareholders, even though one or more of the Company’s shareholders may disagree with the Company’s decision to acquire a target or assets.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on the business and operating results and shareholders could lose confidence in our financial reporting.

Internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud.  If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed.  Under current SEC regulations, we will be required to include an auditor’s report on internal controls over financial reporting in our annual 10-K reports with the SEC.  Failure to achieve and maintain an effective internal control environment, regardless of whether we are required to maintain such controls, could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.  Although we are not aware of circumstances that would impair our ability to maintain effective internal controls, we have not yet obtained an independent audit of our internal controls, and, as a result, we are not aware of any deficiencies which would result from such an audit.  Further, at such time as the Company is required to comply with the internal controls requirements of Sarbanes Oxley, we may incur significant expenses in having our internal controls audited and in implementing any changes which are required.

Because of our cash requirements as well as potential government restrictions, we may be unable to pay dividends.

The payment of dividends to our shareholders would require payment of dividends by our PRC subsidiaries and controlled companies to SinoCoking Coal and Coke Chemical Industries, Inc. a Florida parent corporation.  This, in turn, would require a conversion of Renminbi into US dollars and repatriation of funds to the United States.  Although our subsidiary Hongyuan’s classification as a wholly-owned foreign enterprise under PRC law permits it to declare dividends and repatriate our funds to the Florida parent company in the United States, any change in this status or the regulations permitting such repatriation could prevent it from doing so.  Any inability to repatriate funds to the Florida parent company would in turn prevent payments of dividends to our shareholders.  We do not presently intend to pay dividends.

 
28

 

Our stock price may be affected by our failure to meet projections and estimates of earnings developed either by us or by independent securities analysts.

Our operating results may fall below the expectations of securities analysts and investors.  In this event, the market price of our common stock would likely be materially adversely affected.

The volatility of and limited trading market in our common stock may make it difficult for the investors to sell the common stock for a positive return on their investment.

The public market for our common stock has historically been very volatile.  Any future market price for our shares is likely to continue to be very volatile.  In addition, there has been little or no market for our stock until very recently, and our common stock has been and may in the future, be thinly traded with relatively high bid-ask spreads. These factors may make it more difficult for our shareholders to sell shares of our common stock, and at prices that our shareholders may expect.

We will incur increased costs as a public company which may affect our profitability.

Prior to our reverse takeover transaction with Top Favour Limited, SinoCoking operated as a private company in China.  As a public company, SinoCoking has incurred and will continue to  incur significant legal, accounting and other expenses that it did not  as a private company.  SinoCoking  is subject to the SEC’s rules and regulations relating to public disclosure.  SEC disclosures generally involve a substantial expenditure of financial resources.  In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the SEC, have required changes in corporate governance practices of public companies.  We expect that if we undertake compliance with these new rules and regulations we will significantly increase our legal and financial compliance costs and make some activities more time-consuming and costly.  For example, we anticipate that we will be required to maintain independent board committees and adopt policies regarding internal controls and disclosure controls and procedures.  For example, management may need to increase compensation for senior executive officers, engage senior financial officers able to adopt financial reporting and control procedures, allocate a budget for an investor and public relations program, and increase our financial and accounting staff in order to meet the demands and financial reporting requirements as a public reporting company.  Such additional personnel, public relations, reporting and compliance costs will affect  our financial results.

Generally, we have not paid any cash dividends to our shareholders and no cash dividends will be paid in the foreseeable future.

We do not anticipate paying cash dividends on our common stock in the foreseeable future and it may not have sufficient funds legally available to pay dividends.  Even if the funds are legally available for distribution, we may nevertheless decide or may be unable to pay any dividends.  We intend to retain all earnings for our operations.

If we were to become subject to the penny stock rules, it may have difficulty in selling our common stock.

Listed companies with a stock price trading at less than $5.00 per share will be subject to the SEC’s penny stock rules, which impose additional sales practice requirements and restrictions on broker-dealers that sell our stock to persons other than established customers and institutional accredited investors.   In the event that we become subject to these rules, these rules may affect the ability of broker-dealers to sell our common stock and may affect your ability to sell any common stock you may own.  According to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:

 
·
Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
 
·
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
 
·
Boiler room practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;
 
·
Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
 
·
The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

 
29

 

Our common stock is newly listed, has a limited public float, a short trading history, and has been relatively thinly traded.  As a result, in the near future and beyond, liquidity in our shares may be limited, and you may be unable to sell at or near the purchased price or at all if you need to sell your shares or otherwise liquidate your holdings.

We cannot predict the extent to which an active public market for the common stock will develop or be sustained.  Our common stock became listed very recently on NASDAQ in February 2010, and our shares have only a limited amount of trading history.  This situation is attributable to a number of factors, including the fact that our common stock has a limited public float, and we are a newly listed public reporting company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume.  As a consequence, there have been and may be periods of several days or more when trading activity in the shares is or will be minimal or non-existent, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.  We cannot provide any assurance that a broader or more active public trading market for our common stock will develop or be sustained in the future, or that any particular level of trading volume in our stock will be sustained.

The market price of our common stock is expected to be particularly volatile given our status as a relatively small company with a small float that could lead to wide fluctuations in our share price.  The price at which you purchase our common stock may not be indicative of the price that will prevail in the trading market.  You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.

The market for our common stock is expected to be characterized by significant price volatility when compared to seasoned issuers, and we anticipate that our share price will continue to be more volatile than a seasoned issuer for some time.  Volatility in share prices is attributable to a number of factors.  In the near future, our common stock is expected to be sporadically and/or thinly traded.  As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on our share price.  The following factors also may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; adverse outcomes; additions to or departures of key personnel, as well as other items discussed under this Risk Factor section, as well as elsewhere in our reports, filings and public disclosures.  Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance.  We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain any particular trading price, or as to what effect the sale of shares or the availability of common shares for sale at any time will have on the then prevailing market price.

Volatility in our common stock price may subject SinoCoking to securities litigation.

The future market for our common stock may be characterized by significant price volatility when compared to seasoned issuers, and we expect our share price will be more volatile than a seasoned issuer for the indefinite future.  As of the present date, we have a very limited number of freely tradable shares, which may exacerbate volatility and result in exaggerated price changes in the common stock.  In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of our securities.  We may, in the future, be the target of similar litigation.  Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

Past activities during the period prior to our reverse takeover transaction on February 5, 2010 relating to our prior business then known as “Ableauctions.com, Inc.” may lead to future liability.

Prior to our acquisition of Top Favour Limited (the BVI holding company for SinoCoking’s business) on February 5, 2010, the Company, then named “Ableauctions.com, Inc.” engaged in businesses unrelated to our current operations.  Although certain previously controlling shareholders of Ableauctions.com and its related liquidating trust have provided certain indemnifications against any loss, liability, claim, damage or expense arising out of or based on any breach of or inaccuracy in any of their representations, warranties and covenants made regarding such acquisition, including a $1 million reserve fund set aside by a liquidating trust for purposes of paying any indemnification claims by us, any liabilities relating to such prior business against which we are not completely indemnified may have a material adverse effect on us (and indirectly our shareholders) may not be able to benefit from any funds in reserve.

 
30

 

Reverse takeover transactions of the type to conducted between the Company (then known as Ableauctions.com) and Top Favour are often heavily scrutinized by the SEC and we may encounter difficulties or delays in obtaining future regulatory approvals.

Historically, the SEC and the U.S. national exchanges have not generally favored transactions in which a privately-held company merges into a public reporting company with listed securities.  On June 29, 2005, the SEC adopted rules dealing with private company mergers into dormant or inactive public companies.  Although our Company was not a dormant inactive public company at the time of the reverse takeover transaction, we anticipate that the Company will be scrutinized carefully by the SEC and possibly by the Financial Industry Regulatory Authority.  Further, the SEC or other regulatory authority may unexpectedly assert a different interpretation of its rules, than the interpretation relied upon, used by, or considered reasonable the Company and its advisors, and by other companies conducting similar or analogous transactions, which could increase the cost of, or adversely affect our ability to, file and achieve effectiveness for our registration statements, or interfere with or negate the ability of the Company its shareholders to rely upon Rule 144 or similar rules.

Future sales of shares of our common stock may decrease the price for such shares.

Actual sales, or the prospect of sales by our shareholders, may have a negative effect on the market price of the shares of our common stock.  We may also register certain shares of our common stock that are subject to outstanding convertible securities, if any, or reserved for issuance under our stock option plans.  Once such shares are registered, they can be freely sold in the public market upon exercise of the options.  At any given time, if any of our shareholders either individually or in the aggregate cause a large number of securities to be sold in the public market, or if the market perceives that these holders intend to sell a large number of securities, such sales or anticipated sales could result in a substantial reduction in the trading price of shares of our common stock and could also impede our ability to raise future capital.

The elimination of monetary liability against our directors, officers and employees under state law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

Our articles of incorporation contain specific provisions that eliminate or limit the liability of directors for monetary damages to us and our shareholders, and we are prepared to give such indemnification to our directors and officers to the extent permissible under state law.  We may also maintain or enter into, from time to time, contractual agreements that obligate us to indemnify our officers under employment agreements, and similar contractual agreements with our directors.  The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, in the event of actions against our officers and directors, which we may be unable to recoup.  These provisions and resultant costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against the directors and officers even though such actions, if successful, might otherwise benefit the Company and its shareholders.

The market price for our stock may be volatile.

The market price for our stock may be volatile and subject to wide fluctuations in response to such factors as:

 
·
actual or anticipated fluctuations in our quarterly operating results;
 
·
changes in financial estimates by securities research analysts;
 
·
conditions in the commodities markets;
 
·
changes in the economic performance or market valuations of other companies in our industry;
 
·
announcements by us or our competitors of new or competitive products, acquisitions, strategic partnerships, joint ventures or capital commitments;
 
·
addition or departure of key personnel;
 
·
fluctuations of foreign exchange rates between RMB and the U.S. dollar;
 
·
commercial litigation; and
 
·
general economic or political conditions in China.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies.  These market fluctuations may also materially and adversely affect the market price of our stock.

We may need additional capital, and the sale of additional shares or other equity securities could result in additional dilution to our shareholders.

We believe that our current cash and cash equivalents, anticipated cash flow from operations, availability of borrowings under the new loan, and the net proceeds from this offering will be sufficient to meet our anticipated cash needs for the near future.  We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue.  If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain additional credit.  The sale of additional equity securities could result in additional dilution to our shareholders.  Incurring indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations.  We cannot assure you that financing will be available in amounts or on terms acceptable to it, if at all.

 
31

 

The registration and potential sale, either pursuant to our prospectus or pursuant to Rule 144, by certain selling security holders of a significant number of shares could encourage short sales by third parties.

There may be significant downward pressure on our stock price caused by the sale or potential sale of a significant number of shares by certain of selling security holders pursuant to the Company’s effective registration statement on Form S-1 and prospectus or under Rule 144, which could allow short sellers of our stock an opportunity to take advantage of any decrease in the value of our stock.  The presence of short sellers in our common stock may further depress the price of our common stock.  If the selling security holders sell a significant number of shares of common stock, the market price of our common stock may decline.  Furthermore, the sale or potential sale of the offered securities pursuant to the prospectus and the depressive effect of such sales or potential sales could make it difficult for us to raise funds from other sources.


Not applicable.

ITEM 2. PROPERTIES

SinoCoking’s Properties

SinoCoking’s principal executive office is in downtown Pingdingshan, approximately 60 kilometers from its plant, which headquarters its executive and administrative staff and oversees its operations.  SinoCoking entered into a lease for the premises with the Pingdingshan Credit Cooperative in June 2008, for an annual rent of USD $8,760 (RMB 66,900).  The lease is generally renewable upon expiration and requires an upfront payment of the annual rent in the amount of $6,328 upon execution of the lease.

SinoCoking’s plant is in nearby Baofeng County, situated on a parcel of land of approximately 160,000 square meters.  The Baofeng municipal government issued the land use right for the plant site to SinoCoking on October 20, 1989.  SinoCoking’s operational office and rail track, as well as its coal washing, coking and power generating facilities, are all located onsite.

The land on which the Hongchang Mine is located is owned by the PRC.  However, SinoCoking owns the buildings that house the mining offices and miners’ living quarters, as well as the onsite mining facilities and equipment.  The disclosures regarding the Hongchang Mine as required under SEC Industry Guide 7 for extractive enterprises are set forth above under the section titled “Business.”

Our VIE, Hongli, has an agreement with the Henan Province Pingdingshan Municipal Bureau of Land and Resources on December 9, 2008 to permit Hongli to acquire land use rights for up to 1,270,000 square meters of industrial-zoned vacant land in Baofeng County.  Per the agreement the total cost to acquire these land use rights is $21,954,490 (or RMB 149,860,000).  Under the agreement, the Company could have, but was not obligated to, pay the foregoing amount to acquire the land use rights, and the Company would not incur any penalty if it did not exercise its option to acquire the land use rights.    Hongli could have also acquired rights to all or any lesser portion of the land as it may elect, and the total cost would have been pro-rated accordingly.  The Pingdingshan Municipal Bureau of Land and Resources granted Hongli an extension of the option exercise period November 2009, and accordingly Hongli could have exercised its option to acquire the aforesaid land use rights by making payment by the end of June 30, 2010.  The Company decided not to exercise its option to acquire the land use rights and thus no payments in connection with this agreement were made as of June 30, 2010.

For the year ending June 30, 2010, we paid (through Hongli) a total of approximately 34.45 million RMB (USD $5.0 million) to property owners under agreements which will allow SinoCoking to expand its campus onto 250,125 square meters of adjacent land formerly used for residential purposes.  We anticipate spending an additional 50 million RMB (approximately USD $7.4 million) to reconfigure this land for industrial use, which will serve as the site for our new coking facility and related structures.  Management believes that the close proximity of this land to the Company’s existing facilities, and that unlike new land, utility connections and service lines have already been established, will permit cost-effective expansion and the ability to fully utilize power generated by the Company’s coking operations.

 
32

 


We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our company.

ITEM 4. RESERVED



Market Information

The table below indicated the trading prices of the Company’s common stock on the Nasdaq Capital Market since the date of the Acquisition on February 5, 2010:

Common Stock Price Ranges After Acquisition

   
2010
 
Quarter Ended
 
High
   
Low
 
March 31, 2010 (1)
 
$
46.50
   
$
8.80
 
                 
June 30, 2010
 
$
30.90
   
$
  11.75
 

(1) From February 5, 2010 forward.

On September 24, 2010, the last sale price of the Company’s common stock (under the trading symbol “SCOK”) was $8.15.

As of June 30, 2010, there were approximately 744 record holders of the Company’s common stock.  This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name.

Prior to the Acquisition (when the Company operated as Ableauctions) and during the twelve month period ending December 31, 2009, the Company’s common stock traded on the NYSE Amex (formerly the American Stock Exchange) under the symbol “AAC”, and had traded on this exchange since June 29, 2000.  Prior to June 29, 2000, the Company’s common stock traded on the Over-the-Counter Bulletin Board (OTCBB) under the symbol “ABLC”.  The range of high and low sale prices per share for the Company’s common stock for each quarter during the period from January 1, 2008 through December 31, 2009, as published by NYSE Amex, is set forth below.  The table gives effect to a 1-for-12 stock split that the Company effected on January 15, 2009, and the 1-for-20 reverse stock split that was effected on February 5, 2010 in conjunction with the Acquisition.

Historical Quarterly Common Stock Price Ranges Prior to Acquisition

   
2008
 
Quarter Ended
 
High
   
Low
 
March 31, 2008
 
$
36.00
   
$
31.20
 
June 30, 2008
 
$
19.20
   
$
19.20
 
September 30, 2008
 
$
14.40
   
$
9.60
 
December 31, 2008
 
$
7.20
   
$
4.80
 

   
2009
 
Quarter Ended
 
High
   
Low
 
March 31, 2009
 
$
9.00
   
$
3.40
 
June 30, 2009
 
$
16.20
   
$
4.20
 
September 30, 2009
 
$
  18.80
   
$
8.40
 
December 31, 2009
 
$
15.80
   
$
  8.40
 

On February 5, 2010, the last sale price of the Company’s common stock (under the trading symbol “AAC”) prior to listing on Nasdaq was $1.30 ($26.00 after giving effect to the 1-for-20 reverse stock split effective on February 5, 2010.)

 
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On the Change of Control Date of February 5, 2010, the Company’s common stock was delisted from NYSE Amex, and assigned the symbol “SCOK”.   Our common stock began trading on the NASDAQ Capital Market under the symbol “SCOK” on February 17, 2010.

Our transfer agent is Interwest Stock Transfer, Inc., whose address is 1981 Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117 and whose telephone number is (801) 272-9294.

Other than the distribution of our pre-Acquisition assets of to the Liquidating Trust, and the assumption by the Liquidating Trust of our pre-Acquisition liabilities, the Company has not paid dividends on its common stock since inception.  The decision to pay dividends on common stock is within the discretion of the board of directors.  It is our current policy to retain any future earnings to finance the operations and growth of our business.

Securities Authorized for Issuance under Equity Compensation Plans

Please see the discussion in Item 12 titled “Equity Compensation Plan Information” below.

Sales of Unregistered Securities

The information required under Item 701 of Regulations S-K has been previously included in a quarterly report on Form 10-Q or in a current report on Form 8-K.


Not applicable.


The following discussion and analysis of the results of our operations and financial condition for the fiscal years ended June 30, 2010 and 2009 should be read in conjunction with the Summary Financial Data, our financial statements, and the notes to those financial statements that are included elsewhere in this Form 10-K. All monetary figures are presented in U.S. dollars, unless otherwise indicated.

Forward-Looking Statements

The statements in this discussion that are not historical facts are “forward-looking statements”. The words “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “continue”, the negative forms thereof, or similar expressions, are intended to identify forward-looking statements, although not all forward-looking statements are identified by those words or expressions. Forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control.  Actual results, performance or achievements may differ materially from those expressed or implied by forward-looking statements depending on a variety of important factors, including, but not limited to, weather, local, regional, national and global coke and coal price fluctuations, levels of coal and coke production in the region, the demand for raw materials such as iron and steel which require coke to produce, availability of financing and interest rates, competition, changes in, or failure to comply with, government regulations, costs, uncertainties and other effects of legal and other administrative proceedings, and other risks and uncertainties.  We are not undertaking to update or revise any forward-looking statement, whether as a result of new information, future events or circumstances or otherwise.

Overview

We are engaged in the coal energy business through our wholly owned subsidiary Top Favour Limited (“Top Favour”), which is a holding company that, through its wholly owned subsidiary Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. (“Hongyuan”), controls Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. (“Hongli”), a coal and coal-coke producer in Henan Province in the central region of the People’s Republic of China (“PRC” or “China”).  Hongli produces coke, coal, coal byproducts and electricity through its branch operation, Baofeng Coking Factory, and its wholly owned subsidiaries, Baofeng Hongchang Coal Co., Ltd. and Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd., which we refer to collectively as the “Baofeng Subsidiaries”.  We refer to Hongli and Baofeng Subsidiaries collectively as “Hongli Group”.  Top Favour controls Hongli Group through contractual arrangements with Hongli Group and its owners.  These contractual arrangements provide for management and control rights, and in addition entitle Top Favour to receive the earnings and control the assets of Hongli Group.  Other than the interests in these contractual arrangements, neither Top Favor nor Hongyuan has any equity interests in Hongli Group.  We refer to Top Favour, Hongyuan and Hongli Group collectively as “SinoCoking”.

 
34

 

SinoCoking Coal and Coke Chemical Industries, Inc. (the “Company”) is a vertically-integrated coal and coke producer based in Henan Province, People’s Republic of China (“PRC” or “China”).  We use coal from both our own mines and that of third-party mines to produce basic and value-added coal products such as thermal coal, washed metallurgical coal, and chemical and metallurgical coke for steel manufacturers, power generators, and various industrial users.  We also produce and sell coal, including raw (unprocessed) and washed coal (which is coal that has been prepared for coking or thermal uses), medium coal and coal slurries (by-products of the coal-washing process), and coal tar (a by-product of the coke manufacturing process).

All of our business is conducted by Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. (“Hongli”), which we control through contractual arrangements that Hongli and its owners have entered into with Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. (“Hongyuan”). These contractual arrangements provide for management and control rights, and in addition entitle us to receive the earnings and control the assets of Hongli Group.

Hongyuan is wholly owned by Top Favour Limited, our wholly owned subsidiary.  Hongli produces coke, coal, coal byproducts and electricity through its branch operation, Baofeng Coking Factory (“Baofeng Coking”), and its wholly owned subsidiaries, Baofeng Hongchang Coal Co., Ltd. (“Hongchang Coal”) and Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. (“Hongguang Power”), which we refer to collectively as the “Baofeng Subsidiaries.”  We refer to Hongli and the Baofeng Subsidiaries collectively as “Hongli Group.”  We refer to the Company, Top Favour, Hongyuan and Hongli Group collectively as “SinoCoking.”

On July 17, 2009, the Company entered into a Share Exchange Agreement with Top Favour, subsequently amended in November 2009, under which it agreed to acquire 100% of the issued and outstanding shares of capital stock of Top Favour, and in exchange, the Company agreed to issue up to approximately 13.2 million shares of common stock to the former shareholders of Top Favour.  The reverse takeover under the Share Exchange Agreement was accounted for as reverse acquisition.  The legal acquiror was the Company and the accounting acquiror was Top Favour.  The remaining assets and liabilities outstanding of the Company prior to the reverse takeover were disposed of prior to the closing.  The financial statements of the combined company are in substance, the financial statements of Top Favour.

Note Regarding Change in Fiscal Year

On April 14, 2010, the Company changed its fiscal year end from December 31 to a new fiscal year end of June 30.  Prior to the Acquisition, Top Favour maintained a fiscal year ending June 30, and the Company maintained a fiscal year end of December 31.  In order to report its financial condition and results of operations in a manner consistent with the past accounting practice of Top Favour, the Company changed its fiscal year end to June 30.

Critical Accounting Policies

Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods.  On an ongoing basis, we evaluate our estimates and assumptions.  We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are described in Note 2 to our financial statements under the section above titled “Financial Statements,” we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis:
 
Use of Estimates
 
The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to coal reserves that are the basis for future cash flow estimates and units-of-production depletion calculations; asset impairments; valuation allowances for deferred income taxes; reserves for contingencies and litigation and the fair value and accounting treatment of certain financial instruments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates. In addition, different assumptions or conditions could reasonably be expected to yield different results.

 
35

 

Estimate of recoverable coal reserves.  SinoCoking capitalizes its mineral rights at fair value when acquired, including amounts associated with any value beyond proven and probable reserves, and amortized to operations as depletion expense using the units-of-production method over the estimated recoverable coal.  The Hongchang Mine was acquired in 2005 for a book value of $13,102,000 with estimated total recoverable coal of 1,215,000 metric tons ($10.78 per metric ton).  If the estimated recoverable coal reserves were to increase or decrease, future depletion expense would decrease or increase accordingly.

Estimate of asset impairment.  The Company evaluates long lived tangible and intangible assets for impairment, at least annually, but more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows, in accordance with the Financial Accounting Standard Board’s (FASB’s) accounting guidance regarding “Disposal of Long-Lived Assets”.  Recoverability is measured by comparing the asset’s net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, and market trends.  If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss.  Based on its review, the Company believes that, as of June 30, 2010, there was no impairment of long lived assets.

Estimate of valuation allowances for deferred income taxes. Effective January 1, 2007, the Company adopted FASB’s accounting standard which indicates a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur.  The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood of being realized on examination.  For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.  SinoCoking is incorporated in the United States and has incurred a net operating loss for the year ended June 30, 2010, which may be available to reduce future years’ taxable income.  Management believes that the realization of the benefits arising from this loss appears to be uncertain due to the Company’s limited operating history and continuing losses for U.S income tax purposes.  Accordingly, the Company has provided a 100% valuation allowance at June 30, 2010.  The Company’s management reviews this valuation allowance periodically and makes adjustments as necessary.

Estimate of reserves for contingencies and litigation.  From time to time, the Company is involved in legal matters arising in the ordinary course of business.  Management currently is not aware of any legal matters or pending litigation that would have a significant effect on the Company’s consolidated financial statements as of June 30, 2010.

Estimate of the fair value and accounting treatment of certain financial instruments.  The Company uses the FASB’s accounting standard regarding fair value of financial instruments and related fair value measurements.  Those accounting standards established a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosures requirements for fair value measures.  The carrying amounts reported in the accompanying consolidated balance sheets for receivables, payables and short term loans qualify as financial instruments are a reasonable estimate of fair value because of the short period of time between the origination of such instruments, their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available.  The three levels of valuation hierarchy are defined as follows:
 
Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
 
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value.
 
The Company’s warrants are not traded in an active securities market; therefore the Company estimates the fair value of those warrants using the Cox-Ross-Rubinstein binomial model on the issuance dates and June 30, 2010 using the Level 3 valuation hierarchy.
 
Due to the short trading history of the Company’s stock, expected volatility is based primarily on other similar public companies’ historical volatilities, which are traded on United States stock markets.  Historical volatility was computed using daily pricing observations for recent periods that correspond to the term of the warrants.  The Company believes this method produces an estimate that is representative of the Company’s expectations of future volatility over the expected term of these warrants.  The Company currently has no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility.  The expected life is based on the remaining term of the warrants.  The risk-free interest rate is based on U.S. Treasury securities according to the remaining term of the warrants.

 
36

 

Revenue Recognition
 
The Company recognizes revenue from the sale of coal and coke, its principal products, at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.  This generally occurs when coal is loaded onto trains or trucks at one of the Company’s loading facilities or at third party facilities.  Accordingly, management is required to apply its own judgment regarding collectability based on its experience and knowledge of its current customers, and thus exercise a certain degree of discretion.

Hongguan Power, subsidiary of Hongli, generates electricity which is mostly used internally by Baofeng Coking.  The accounting effect of this activity is that the Company includes the cost of production of electricity in its overall operating costs.  Any surplus electricity generated by Hongguang Power is required by local regulation to be supplied and sold to the national power grid.  The value of the surplus electricity would be calculated based on actual kilowatt-hours produced and transmitted and at a fixed rate determined under contract.

Accounts Receivables

During the normal course of business, the Company extends short-term unsecured credit to its customers, however, collection normally occurs within 90 days.  Management regularly reviews aging of receivables and changes in payment trends by its customers, and records a reserve when management believes collection of amounts due are at risk.  Accounts considered uncollectible are written off.  The Company regularly reviews the creditworthiness of its customers and, based on the results of the credit review, determines whether extended payment terms can be granted to or, in some cases, partial prepayment is required from certain customers.

In the past two fiscal years, based on management’s judgment regarding collectability, and based on its judgment no reserve for uncollectable accounts has been made.  If the composition and nature of SinoCoking’s customer base were to significantly change, if the Company began to extend longer term credit to its customers, if conditions became apparent that prompt management to question the collectability of accounts receivable, or any combination of these or other similar factors arise, then this could oblige management to establish a reserve for uncollectible accounts, which would have an adverse effect of the value of reported accounts receivable.

Intangible - Mineral Rights

SinoCoking capitalizes its mineral rights at fair value when acquired, including amounts associated with any value beyond proven and probable reserves, and amortized to operations as depletion expense using the units-of-production method over the estimated recoverable coal.  

Mining and mine assets are a significant portion of SinoCoking’s business, and SinoCoking’s use of the “units-of-production” method of amortization has important effects on how its mining activities and assets are reported.  Under this method, the tonnage of actual coal extracted, as a percentage of estimated recoverable coal, is used to calculate depletion expense for a given period.  The remainder of estimated recoverable coal in the ground is reported as an intangible asset on the Company’s balance sheet, also based on the percentage of estimated recoverable coal that remains in the ground.  See also our discussion of estimates of recoverable coal above in “Use of Estimates”.

The Hongchang Mine was acquired for, and have a book value of $13,102,000, and an estimated total recoverable coal of 1,215,000 metric tons.  In the fiscal year 2010, the Company extracted a total of 242,878 metric tons of coal from the Hongchang Mine, which is 19.99 % of the total estimated recoverable coal.  The Company recorded a depletion expense of $2,813,566 in this period.

Recently issued accounting pronouncements

In January 2010, FASB issued ASU No. 2010-01– Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this ASU did not have impact on the Company’s consolidated financial statements.

 
37

 

In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity. The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. These disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In February 2010, FASB issued ASU No. 2010-9 –Amendments to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in both issued and revised financial statements. According to the FASB, the revised statements include those that have been changed to correct an error or conform to a retrospective application of U.S. GAAP. The amendment is effective for interim and annual reporting periods in fiscal year ending after June 15, 2010. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In March 2010, FASB issued ASU No. 2010-10 –Amendments for Certain Investment Funds. This update defers the effective date of the amendments to the consolidation requirements made by FASB Statement 167 to a reporting entity’s interest in certain types of entities. The deferral will mainly impact the evaluation of reporting enterprises’ interests in mutual funds, private equity funds, hedge funds, real estate investment entities that measure their investment at fair value, real estate investment trusts, and venture capital funds. The ASU also clarifies guidance in Statement 167 that addresses whether fee arrangements represent a variable interest for all service providers and decision makers. The ASU is effective for interim and annual reporting periods in fiscal year beginning after November 15, 2009. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In March 2010, FASB issued ASU No. 2010-11 –Scope Exception Related to Embedded Credit Derivatives. Embedded credit-derivative features related only to the transfer of credit risk in the form of subordination of one financial instrument to another are not subject to potential bifurcation and separate accounting as clarified by recently issued FASB guidance. Other embedded credit-derivative features are required to be analyzed to determine whether they must be accounted for separately. This update provides guidance on whether embedded credit-derivative features in financial instruments issued by structures such as collateralized debt obligations (CDOs) and synthetic CDOs are subject to bifurcation and separate accounting. The guidance is effective at the beginning of a company’s first fiscal quarter beginning after June 15, 2010. The Company does not expect the adoption of this ASU will have a material impact on the Company’s consolidated financial statements.

 
38

 

In April 2010, the FASB issued Accounting Standards Update 2010-13, “Compensation—Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades,” or ASU 2010-13. ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in currency of a market in which a substantial porting of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.  The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of this ASU will have a material impact on its consolidated financial statements.

Results of Operations

General.  In fiscal 2010, the Company continued its strategy of increasing its coal trading activities, while the Chinese government’s policy of slowing down the growth of the economy started to affect the market demand for coke products in the 4th quarter of 2010.  In fiscal year 2009, the percentage of revenue SinoCoking earned was approximately 62% from coke products and 38% from coal products.  In fiscal year 2010, the percentage of revenue was 49% from coke products and 51% from its coal products due to the weak demand of coke in the 4th quarter of fiscal 2010.

In late June 2010, the Henan Province authorities and related government bureaus conducted industry-wide coal mine safety inspections as a part of the government’s efforts to reduce mining accidents and improve safety before mine consolidations are finalized.  The Baofeng Mines were temporarily closed and will be reopened upon completion of the government inspections which have yet to take place.  Generally, raw coal extracted from the Company’s own mines has lower cost per ton compared to raw coal purchased on the open market from third party suppliers.  The government’s mine consolidation program in Henan province has had a negative impact on the total local production of the coal, and thus the raw coal and washed coal prices increased, which, in turn, caused the Company’s average cost of production in fiscal 2010 to increase accordingly. Management does not immediately anticipate any additional safety inspections or pending stoppages of mining activities by the government after the mine consolidations are completed in Henan province.  However, it has no means of predicting the timing, frequency or duration of safety inspections, or whether additional inspections will be conducted in the near or long term future, except that mine safety and design inspections are generally required as a routine part of the mine consolidation process, when additional mining properties are acquired.

On a macro level, management has observed the following trends, which may have a direct impact on the Company’s operations in the near future: (1) the consolidation process in Henan province affected the total supply of the metallurgical coal supply in the region, and therefore affected the prices of coal products to increase; (2) government-initiated policies to consolidate the coking industry are expected to accelerate, hastening the closure of small-sized and less-efficient coking facilities in China, and (3) the central government has continued to pursue policies to provide economic stimulus as necessary in order to maintain momentum and growth in domestic consumption.  Management believes these factors have been working to restore demand levels of all coal related product, especially for coke, in the long term.

Revenues.  SinoCoking’s revenues increased by $7,631,498 or 14.85%, in fiscal 2010, with total revenues of $59,027,490 as compared to fiscal 2009 with total revenues of $51,395,992.

These increases were caused primarily by a strong increase in coal product sales revenue, offset by a moderate decrease in revenue from coke sales.  Starting from the second quarter of fiscal 2010, the Henan province government started its consolidating process for all local private coal mines which included the temporary closure of coal mines so that safety inspections could take place.  Such closures resulted in a decrease in the available coal supply in the market and prices for coal increased accordingly.  In response, the Company started to increase its coal products sales in order to maintain its profitability. In the second half of the fourth quarter of fiscal 2010, the adverse impact of the Chinese government’s policy of slowing down the domestic economy began affecting the demand for our coke products, and thus the Company’s revenue from coke sales decreased.  In the fiscal 2010, SinoCoking increased its coal product revenue by 52.63% as compared to the same period ending June 30, 2009.  In the second half of the calendar year 2009, the market demand for coke products rebounded, and the market prices for coke also began to recover, peaking at $230 per ton in December 2009.  Shortly after the end of 2009, local market prices for coke products began to moderate, fluctuating between $200 to $230 per ton.  In response to these trends, in the first calendar quarter in 2010, the Company resumed coke production and sales, increasing production significantly though not to the levels achieved in the same period in 2009.  However, in the fourth quarter of fiscal 2010, weak demand for coke affected the Company’s coke sales, and thus the contribution of coke sales to the Company’s total revenues was less than in fiscal 2009.  However, the coke market, after June 30, 2010, subsequently recovered due to the decreased supply of coal material, and therefore both the demand and the price of coke increased.  Management anticipates that this trend will continue, and the coke market will recover in the near future.  At the same time, as further discussed below, the Company continued to increase its sales of coal products in response to market prices for coal that were considered favorable by management.

SinoCoking’s revenues for the fiscal 2010 and 2009, respectively, categorized by product type (coke products and coal products), were as follows:

 
39

 

   
Revenues
       
   
Coke
Products
   
Coal
Products
   
Total
 
Revenues
                 
  Fiscal Year 2009
 
$
31,706,265
   
$
19,689,727
   
$
51,395,992
 
  Fiscal Year 2010
   
28,974,918
     
30,052,572
     
59,027,490
 
  Increase (decrease) in US$
 
$
(2,731,347
 
$
10,362,845
   
$
7,631,498
 
  % Increase (decrease) in US$
   
(8.61
)%
   
52.63
%
   
14.85
%
Quantity Sold (metric tons)
                       
  Fiscal Year 2009
   
162,277
     
284,840
     
447,117
 
  Fiscal Year 2010
   
139,093
     
424,977
     
564,069
 
  Increase (decrease)
   
(23,184
   
140,137
     
116,952
 
  % Increase (decrease)
   
(14.29
)%
   
49.20
%
   
26.16
%

Coke products include finished coke, a key raw material for producing steel, and coal tar, a byproduct of the coke manufacturing process which can be used for various industrial applications.  Coal products include washed and raw coal, which is used by customers primarily for electricity generation and heating applications.  As used in this discussion and analysis, the “raw coal” category includes both thermal and metallurgical coal that is unwashed and relatively unprocessed, in addition to coal washing byproducts such as coal slurry.

Average sale prices for the Company’s four principal products for the fiscal 2010 and 2009 ending June 30, were as follows,

Average Sale Prices
 
Coke
   
Coal Tar
   
Raw Coal
   
Washed Coal
 
  Fiscal Year 2009
 
$
197
   
$
153
   
$
58
   
$
119
 
  Fiscal Year 2010
   
208
     
214
     
62
     
127
 
  Increase (decrease) in US$
   
11
     
61
     
4
     
8
 
  % Increase (decrease) in US$
   
5.60
%
   
39.87
%
   
6.90
%
   
6.72%
 

Average sale prices are driven by a number of factors, including the particular composition and grade or quality of the coal or coke sold by the Company, prevailing market prices for these products in the Chinese local and national market, prevailing market prices in the global marketplace, timing of sales, delivery terms, purchase order negotiations between the Company and its customers, and relationships with those customers.   Management believes that the changes in average selling prices in the fiscal 2010 were primarily driven by changes in coal product composition, external market forces and the timing of sales by the Company.

Management generally sells coal inventory and sells the Company’s coal products when prices are stable at seasonally high levels, or at levels that are considered above historical norms.  The average price of the raw coal was calculated based the weight of the unprocessed coal, coal by products from coal washing process, and mixed thermal coal. Since the raw coal market price was correspondingly stable, the change of the price in raw coal category reflects the weight changes among the different coal product other than washed coal. Management notes that average selling prices for coal products are also influenced by changes in the mixtures of coals (with different grades and heat content) that is sold to customers.   As noted below in this discussion, SinoCoking changed the composition of the coal mixtures for its coal products sold in the three and twelve month periods ending June 30, 2010, specifically, due to relatively strong demand for thermal coal, which enabled the Company to sell coal mixtures of lower thermal grade without major reductions in price per ton.  

Coke product revenues for the fiscal year ending June 30, 2009 and 2010 were as follows:
 
   
Coke Products
       
   
Coke
   
Coal Tar
   
Total
 
Revenues
                 
  Fiscal 2009
 
$
30,534,755
   
$
1,171,510
   
$
31,706,265
 
  Fiscal 2010
   
27,650,175
     
1,324,743
     
28,974,918
 
  Increase (decrease) in US$
   
(2,884,580
   
153,233
     
  (2,731,347
  % Increase (decrease) in US$
   
(9.45
)%
   
13.08
%
   
(8.61
)%
Quantity Sold (metric tons)
                       
  Fiscal 2009
   
154,631
     
7,646
     
162,277
 
  Fiscal 2010
   
132,911
     
6,182
     
139,093
 
  Increase (decrease)
   
(21,720
)
   
(1,464
)
   
(23,184
)
  % Increase (decrease)
   
(14.05
)%
   
(19.15
)%
   
(14.29
)%

 
40

 

In the fiscal 2010, the Company’s revenue from the sale of coke products decreased by 9.45%, as compared to the year ending June 30, 2009.  The decrease for the fiscal 2010 was mainly due to the soft demand for coke in the fourth quarter of fiscal 2010, although the sales price stayed at the same level. In the first quarter of calendar year 2010, the Chinese coke market started to recover and thus the Company increased its coke production and expected further growth to occur in the following months. However, starting in the second quarter of calendar year 2010, affected by the steel production controls by the Chinese government, the demand for coke weakened, and the contribution of coke sales to our total revenues for the entire fiscal 2010 was less than management’s expectation, and total sales revenue of coke for fiscal 2010 decreased. With the current shortage of supply in coal market, and with the pending closing of the unqualified small scale coking factories in China, the demand for coke in the market has slightly recovered since late July 2010, and management believes that such recovery will continue in the coming months.

The coal tar revenue increased by 13.08% in fiscal 2010, or $153,233, as compared to $1,171,510 for the fiscal 2009. This increase was primarily driven by an increase in the unit sales price of coal tar, from $153 in fiscal 2009 to $214 in fiscal 2010. The increase in unit sales price was mainly due to an increase in the quality of coal tar sold, and prices for fossil-fuel-related products also generally rebounded in fiscal 2010.  

Coal product revenues for the fiscal 2010 and 2009 were as follows:

   
Coal Products
       
   
Raw Coal
   
Washed
Coal
   
Total
 
Revenues
                 
  Fiscal 2009
 
$
13,151,325
     
6,538,402
   
$
19,689,727
 
  Fiscal 2010
   
22,964,448
     
7,088,124
     
30,052,572
 
  Increase (decrease) in US$
   
9,813,123
     
549,722
     
10,362,845
 
  % Increase (decrease) in US$
   
74.62
%
   
8.41
   
52.63
%
Quantity Sold (metric tons)
                       
  Fiscal 2009
   
229,480
     
55,360
     
284,840
 
  Fiscal 2010
   
369,379
     
55,598
     
424,977
 
  Increase (decrease)
   
139,899
     
238
     
140,137
 
  % Increase (decrease)
   
60.96
%
   
0.43
 %
   
49.20
%
 
SinoCoking sharply increased its sales, both in terms of revenue and volume, of coal products in the fiscal 2010, as compared to the year ending June 30, 2009.  During this period, raw coal and washed coal market prices trended upward in the months leading up to the end of 2009, due to colder weather which led to higher demand for thermal coal.  Management viewed this period in 2009 as a favorable environment for coal trading.  During the period from late calendar year 2009 to early calendar year 2010, the Company sold thermal coal (included under the “raw coal” category) to its customers at prices above seasonal and annual norms, during winter months when the market supply for thermal coal was low.  The Company sold coal inventory consisting of both coal acquired from third party suppliers, as well as coal extracted from its own mines.  In fiscal year 2010, the Company also sold lower grade mixtures of thermal coal, at a lower average price per ton.  The Company sold 369,379 tons of various mixtures and composites of raw coals and realized more than $23 million in revenue in fiscal year 2010, resulting in a 74.62% increase in revenue from the sale of raw coal as compared to the previous year.  The Company also sold approximately 55,600 tons of washed coal in fiscal 2010, resulting in revenues of approximately $7 million.

In the fiscal 2010, SinoCoking’s results also reflect the Company’s strategy of selling a larger volume of coal products relative to coke products.   During that time period, the Company increased its inventory of raw coal (especially thermal coal) from both its mining operations and open market purchases, which it anticipated during the winter months.  SinoCoking sold approximately 55,598 tons of washed coal during fiscal 2010, most of which were sold in the first 6 months of fiscal 2010. Since the beginning of calendar year 2010, inventories of washed coal were already considered to be low, and rather than sell the washed coal, the Company opted to maintain a minimum level of washed coal in inventory that was considered by management to be sufficient to ensure an adequate buffer of supplies for its coking operations.   In 2009, as discussed, the Company increased its coal trading activities, and began buying and selling more coal products in order to boost revenue and maintain cash flow and profitability.  In the quarter ending September 30, 2009, the Company sold a significant amount of washed coal, however, during the third fiscal quarter ended March 31, 2010, the Company did not sell any washed coal as it began to utilize all of its stock of washed coal to increase coke production. Management anticipated that the consolidation conducted by the Henan provincial government would have a significant negative impact on the coal product market, and thus the Company kept its washed coal inventory to maintain its coking operation.

 
41

 

Cost of Revenue.  Cost of revenue increased from $27,523,329 to $36,577,438 for the fiscal 2010, as compared to fiscal 2009.  The increase in cost of revenue was primarily a result of a sharp increase of coal product sales, especially our coal trading activity, offset by a reduction in coke product sales.  In order to meet customer demand for coke products, the Company increased its purchase of raw coal from external suppliers, resulting in a higher cost of inputs compared to raw coal sourced from its own coal mines.

Gross Profit.  Gross profit decreased by $1,422,611 or 5.96%, to $22,450,052 in the fiscal 2010 from $23,872,663 in fiscal year 2009.  The main reason for the decrease of the gross profit was the decrease of our coke sales and the increase in the cost of revenue.

Operating Expenses.  Operating expenses, which consisted of selling expenses and general and administrative expenses, increased by $190,658, or 7.22% in fiscal 2010 as compared to the fiscal 2009.  The selling expense decreased by $237,959 because the Company changed its selling policy, which, inturn, led to a decrease in transportation expenses. The reverse merger and equity financing expense increased the Company’s overall general and administrative expenses over $1.2 million, and the maintenance fee for listing as an U.S. Public Company increased the total general and administrative expense in the amount of approximately $1.2 million. At the same time, the expenses for the Company’s business operations decreased approximately $0.9 million due to the following reasons: (a) the Company’s bad debt accrued decreased by approximately $290,000 in fiscal 2009; (b) the expense for the new coking facility project decreased by approximately $240,000, and (c) the expense for pollution prevention decreased by approximately $130,000 because no payment was required by the government in fiscal 2010.
 
Other Income and Expense. Other income and expense contains finance expense, net, income and expense not directly related to the Company’s main operations, and change in fair value of warrants.

Finance expense decreased by $620,882, or 67.92% from $914,072 for fiscal 2009 to $293,190 for to the fiscal 2010. This decrease was mainly driven by lower average outstanding loan balances during 2010. The Company paid off its bank loans during the first two quarters of fiscal 2010, Even though the Company borrowed $14.73 million at end of May 2010, the loan interest expense was lower than the prior year. In addition, the majority of the related party loans were paid before June 30, 2009, the Company imputed interest expense of $490,274 relating to loans borrowed from the related parties while it only imputed an interest expense of $67,269 in fiscal 2010.

The Company had net other income of $107,799 in fiscal 2010 as compared to $139,823 in fiscal 2009, decrease of $32,024, or 22.9%. The Company received $140,000 government grant in fiscal 2009. Net income of current year represented the recovery of uncollectible accounts which was charged to bad debt expense in prior years.

Change in fair value of warrants amounted to $24,016,417 for the year ended June 30, 2010. The Company had no such gain in prior year. In connection with the private placement equity financing disclosed in Note 19, the Company issued warrants exercisable for 4,039,636 shares of the Company’s common stock on February 5, 2010 and March 11, 2010. As a result of the reverse acquisition disclosed in Note 3, the functional currency of the Company changed from US dollar to RMB starting from February 5, 2010, the completion date of the transaction. The Company’s warrants are not considered indexed to the Company’s own stock, and as such, all future changes in the fair value of those warrants need to be recognized currently in earnings and the warrants were recorded as derivative instruments. The Company used the Cox-Ross-Rubinstein binomial model to value the warrants issued in relation to the equity financing, amounting to in $94,605,650 on the warrant issuance dates. Gross cash proceeds from this equity financing was approximately $44 million and 100% allocated to the warrants issued. The exceeded value of warrants of $40,153,156 was reflected as a loss due to a change in fair value of warrants. This loss was offset by the change of value of warrants between June 30, 2010 and the issuance date of $64,169,573, resulting in the net gain on change fair value of warrants of $24,016,417.
 
Provision for Income Taxes. Provision for income taxes increased by $1,025,434, for the fiscal 2010, as compared to the same period ending June 30, 2009, due primarily to the Company receiving more tax exemptions in fiscal 2009 as compared to fiscal 2010.

 
42

 

Net (loss) income.  Net income, including the change on fair value of warrants, was $38,934,497 for fiscal year 2010, as compared to $16,967,935 for fiscal 2009.

The Company uses non-GAAP adjusted net income to measure the performance of the Company’s business internally by excluding non-cash charges related to warrants, and believes that the non-GAAP adjusted financial measure allows the Company to focus on managing business operating performance because the measure reflects the Company’s essential operating activities and provides a consistent method of comparison to historical periods.  We believe that providing this non-GAAP measure that the Company uses internally is useful to investors for a number of reasons.  The non-GAAP measure provides a consistent basis for investors to understand our financial performance in comparison to historical periods without variation of non-recurring items and non-operating related charges.  In addition, it allows investors to evaluate the Company’s performance using the same methodology and information as that used by the Company’s management. Non-GAAP measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of judgment regarding which charges are excluded from the non-GAAP financial measure.  However, the Company compensates for these limitations by providing the relevant disclosure of the items excluded.

The following table provides a non-GAAP financial measure and a reconciliation of that non-GAAP measure to the GAAP net income.
 
   
Fiscal
 
   
2010
   
2009
 
Net income
  $ 38,934,497     $ 16,967,935  
Change in fair value of warrant liabilities
    ( 24,016,407 )     -  
Adjusted net income
  $ 14,918,090     $ 16,967,935  
                 
Earnings per share- basic
  $ 2.49     $ 1.29  
Earnings per share- diluted
  $ 2.44     $ 1.29  
                 
Adjusted earnings per share - basic
  $ 0.95     $ 1.29  
Adjusted earnings per share - diluted
  $ 0.94     $ 1.29  
                 
Weighted  average number of common shares - basic
    15,623,823       13,117,952  
Weighted  average number of common shares - diluted
    15,942,451       13,117,952  

Excluding those non-cash expenses, adjusted net income of the fiscal 2010 and 2009 were approximately $15 million and $17 million, respectively, and resulted in $0.95 and $1.29 basic earnings per share, and $0.94 and $1.29 diluted earnings per share for the fiscal 2010 and 2009, respectively.

The decrease of our adjusted net income for fiscal 2010, as compared with the fiscal 2009, was primarily because of the approximately $1.4 million decrease in gross profit, $1.5 million expense related to reverse merger and equity financing expense incurred after the Company went to public, and a $1 million increase of the provision for income tax as stated above.

Liquidity and Capital Resources
 
In summary, our cash flows are as follows:

   
Year Ended June 30,
 
   
2010
   
2009
   
2008
 
Net cash provided by (used in) operating activities
  $ 17,781,765     $ 11,890,214     $ 13,060,249  
Net cash provided by (used in) investing activities
    (32,903,855 )     (10,503,647 )     (8,471,010 )
Net cash provided by (used in) financing activities
    32,170,537       (5,832,642 )     (937,425 )

 
43

 

Net Cash Provided by Operating Activities
 
Net cash provided by operating activities was $17,781,765 in fiscal year 2010, an increase of $5,891,549, or 49.55%, as compared with $11,890,214 for fiscal year 2009.
 
During fiscal 2010, the cash increase was mainly due to a decrease in account receivables of $1.18 million and an increase in advances to suppliers of $2.9 million.  The decrease in account receivables was primarily due to the Company’s better sales credit control and timely receivable collection.  The Company was in the process of acquiring several coal mines.  Due to the potential acquisitions, some of the coal mines did not demand advances for purchases.
 
The cash increase was offset by the following factors: (1) an increase in inventories of $2.1 million, (2) a decrease in customer deposit of $3.65 million, and (3) a decrease in taxes payable of $1.46 million.   The increase in inventory corresponded with the anticipated increase in sales.   The decrease in customer deposit was mainly because the Company received a large customer deposit in the prior fiscal year while sales demand of for the Company’s coke products was strong.  The demand of coke product was more moderate in 2010.  The decrease in taxes payable was caused by the large amount of income taxes and value tax payment that the Company made in the current year.
 
Net Cash Used in Investing Activities

During the fiscal year ending June 30, 2010 the Company had net cash used for investing activities of approximately $33 million, and in fiscal 2009, it had capital expenditures of approximately 10.5 million.  For the fiscal year ending June 30, 2010, the Company made payments of: (1) approximately  $5.1 million toward the expansion and redevelopment of adjacent formerly residential land, (2) approximately $8.8 million was paid for the mine acquisitions, (3) approximately  $12.2 million in construction-related expenditures for its new coking facility, and (4) approximately $4.3 million toward the construction of new coal mining underground constructions, as well as a $2.5 million loan to an unrelated party.  The increase in capital expenditures in this period as compared to the same period in 2009 was mainly due to the construction and land redevelopment expenditures, as well as the mine acquisitions. In fiscal 2009, the Company spent approximately $10.5 million to pay for the new coking facility construction and improvement of underground construction for further operation.
 
Net Cash Used in Financing Activities

The net cash received as a result of financing activity was approximately $32 million. In February and March 2010, the Company raised approximately $44 million by issuing common stock with cash at a cost of approximately $2.26 million. In May 2010, the Company used $17,010,000 as collateral to obtain the $14,730,000 (RMB 100,000,000) bank loan from the Shanghai Pudong Development Bank for its Hongyuan subsidiary. This loan bears an interest obligation of 4.78% per annum, and the $17,010,000 was deposited as a 6 months deposit in the bank with interest benefit of 1.3% per annum. The Company then deposited approximately $5.8 million to obtain the credit in the form of 6 months interest free notes in the amount of $11.6 million in order to finance its further investment for its 900,000 tons coking facility construction project. In fiscal 2010, the Company also repaid $2.2 million bank loan in September 2009. In fiscal year 2009, the Company had the net use of cash from financing activities. The main usage of the cash was to repay a related party loan in the amount of approximately $5.2 million, and repay a matured bank loan of approximately $1.1 million.
 
Capital Resources
 
Funding for the Company’s business activities has historically been provided by cash flow from operations, short-term bank loan financing, and loans from individuals including from its major shareholder Mr. Lv and Mr. Liuchang Yang, who is a director of the Company.

The Company does not have any outstanding loans under lines of credit.
 
The business plan of the Company involves growing its business through (1) expansion and modernization of its production facilities and achieving greater energy efficiency while also lessening environmental impact; (2) recapturing more coking by-products for refinement into useful industrial chemicals, and production of more high value-added chemical products; (3) acquisition of other coal mines to source raw materials; (4) strategic cooperation with Zhengzhon Coal Industry Group in order to indirectly control the coal resource and also secure the Company’s internal material requirements and stable supply for coal product trading; and (5) purifying and selecting level 10 washed coal, which is highly demanded in the market from the 2 million metric tons of raw coal provided by Zhengzhon Coal, in order to increase the Companys product categories, secure sufficient raw coal material for the 900,000 metric tons coking facility project, and increase the Company’s profitability. Any future facility expansion and acquisitions will require additional financing and/or equity capital and will be dependent upon the availability of financing arrangements and capital at the time;
 
SinoCoking has commenced action on two major initiatives as a part of its growth plan, that are expected to require capital resources:

1.
New Coking Facility.  On March 3, 2010, SinoCoking announced that it began construction of its new coking facility to be located beside the Company’s current facilities in Pingdingshan City.  The Company estimates that the new coking facility will cost approximately $70 million to complete, and as described elsewhere in this Form 10-K, is expected to begin production of metallurgical and chemical coke, coal gas and various chemical products by early 2011.

2.
Mine Acquisitions.  On February 19, 2010, SinoCoking announced its plan of acquisition, in which it will seek consolidation of coal mines in the Henan province, as a part of a general policy in the coal mining industry in Henan Province to improve production efficiency and improve safety.  On that date, SinoCoking announced 22 private company targets with an aggregate licensed production capacity of 3.3 million metric tons of coal per year.  The Company intends to acquire a controlling stake in selected private mine-owning companies using cash, its common stock, or a combination of both as consideration for these acquisitions.

 
44

 

In the quarter ending December 31, 2009, the Company obtained a letter of intent from the Pingdingshan Rural Cooperative Bank, confirming the bank’s intention to loan the Company up to 300 million RMB (approximately USD $42 million), unsecured at an annual interest rate of 5.2% to finance the construction of its new coking facility. This letter of intent expired on June 30, 2010. In the first quarter of 2010, SinoCoking raised $44 million in gross proceeds from the sale of common stock and warrants.
 
SinoCoking’s management presently anticipates that its recent equity issuance, its access to credit, and cash flow from operations, together will provide sufficient capital resources to pursue and complete the construction of its new coking facility and proposed mine acquisitions.  We intend to utilize existing cash, cash flow from operations and bank loans, to finance the cash portion of the consideration to be paid for our acquisitions.   We may consider the issuance of additional equity securities in order to finance our mine acquisitions.

We have not experienced any material losses since inception relating to accidents or other similar events.  Please refer to the risk factor entitled “We may suffer losses resulting from industry-related accidents and lack of insurance” on page 24 of this annual report.
 
Capital Expenditures
 
During the year ending June 30, 2010, the Company had capital expenditures of $30.4 million, and in fiscal 2009, it had capital expenditures of approximately $10.5 million.  These capital expenditures were made in order to purchase vehicles, mining equipment and coking equipment for the Company’s new 900,000 ton per year coking facility currently under construction, as well as expansion of its coal mining facilities.  Specifically, for the year ending June 30, 2010, the Company made payments of approximately $5.1 million toward the expansion and redevelopment of adjacent formerly residential land (see Item 2. Properties), approximately $8.8 million was paid for the mine acquisitions, approximately $12.2 million in construction-related expenditures for its new coking facility, and approximately $4.25 million for the construction of new coal mining tunnels.  The increase in capital expenditures in this period as compared to the same period in 2009 was mainly due to the construction and land redevelopment expenditures, as well as the mine acquisitions.  Continued high levels of capital expenditures are anticipated over the next year and until completion of the new coking facility, which the Company plans to complete by 2011.
 
Quantitative and Qualitative Disclosures about Market Risk

The Company does not use derivative financial instruments and has no foreign exchange contracts.  The Company’s financial instruments consist of cash and cash equivalents, trade accounts receivable, accounts payable and long-term obligations.  The Company generally considers investments in highly liquid instruments purchased with a remaining maturity of 90 days or less at the date of purchase to be cash equivalents.  However, in order to manage the foreign exchange risks, the company may in the future engage in hedging activities to manage its financial exposure related to currency exchange fluctuation.  In these hedging activities, the Company might use fixed-price, forward, futures, financial swaps and option contracts traded in the over-the-counter markets or on exchanges, as well as long-term structured transactions when feasible.  Currently the Company does not engage in any of these types of currency hedging transactions.

Interest Rates.  The Company’s exposure to market risk for changes in interest rates relates primarily to its short-term obligations.  Accordingly, fluctuations in applicable interest rates would not have a material impact on the fair value of these securities.  At June 30, 2010, the Company had approximately $40.3 million in cash. A hypothetical 10% increase or decrease in applicable interest rates would not have a material impact on the Company’s earnings or loss, or the fair market value or cash flows of these instruments.

Foreign Exchange Rate.  All of the sales and inputs of the Company are transacted in Renminbi (“RMB”).  As a result, changes in the relative values of U.S. Dollars and RMB affect the company’s reported levels of revenues and profitability as the results are translated into U.S. Dollars for reporting purposes.  However, since the Company conducts its sales and purchases inputs in RMB, fluctuations in exchange rates are not expected to significantly affect financial stability, or gross and net profit margins.  The Company does not currently expect to incur significant foreign exchange gains or losses, or gains or losses associated with any foreign operations. 

Commodity Prices.  The Company is a coal and coke producer, and as discussed elsewhere in this report, its business is affected by prevailing market prices for coal and coke.  However, the Company does not currently engage in any hedging activities, such as futures, forwards, or options contracts, with respect to any of its inputs or the products it sells.

 
45

 

Off-Balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.  We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS
 
The Consolidated Financial Statements for the years ended June 30, 2010 and 2009 begin on the following page.
 
46

 
 
   
Pages
 
       
Report of Independent Registered Public Accounting Firm
 
F-1
 
       
Consolidated Balance Sheets as of June 30, 2010 and 2009
 
F-2
 
       
Consolidated Statements of Income and Other Comprehensive Income for the Years Ended June 30, 2010 and 2009
 
F-3
 
       
Consolidated Statements of Shareholders’ Equity
 
F-4
 
       
Consolidated Statements of Cash Flows for the Years Ended June 30, 2010 and 2009
 
F-5
 
       
Notes to the Consolidated Financial Statements
 
F-6
 
 
 

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and
Shareholders of SinoCoking Coal and Coke Chemical Industries, Inc
 
We have audited the accompanying consolidated balance sheets of SinoCoking Coal and Coke Chemical Industries, Inc and Subsidiaries as of June 30, 2010 and 2009, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2010. SinoCoking Coal and Coke Chemical Industries, Inc and Subsidiaries’ management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SinoCoking Coal and Coke Chemical Industries, Inc as of June 30, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2010 in conformity with accounting principles generally accepted in the United States of America.
 
/s/ Frazer Frost, LLP (successor entity of Moore Stephens Wurth Frazer & Frost, LLP)
 
Brea, California
September 28, 2010
 
 
F-1

 
 
(FORMERLY NAMED ABLEAUCTIONS.COM, INC.)

CONSOLIDATED BALANCE SHEETS

   
June 30, 2010
   
June 30, 2009
 
             
ASSETS
           
             
CURRENT ASSETS
           
Cash
  $ 17,403,008     $ 278,399  
Restricted cash
    22,902,000       -  
Loans receivable
    2,513,308       -  
Notes receivable
    1,045,830       358,808  
Accounts receivable, trade, net
    5,304,684       6,454,663  
Other receivables
    479,121       225,288  
Other receivables - related parties
    477,052       -  
Inventories
    2,261,816       107,187  
Advances to suppliers
    5,509,780       8,364,448  
Total current assets
    57,896,599       15,788,793  
                 
PLANT AND EQUIPMENT, net
    20,930,413       16,954,659  
                 
OTHER ASSETS
               
Prepayments for land use rights
    5,074,485       -  
Prepayments for mine acquisitions
    8,858,398       -  
Prepayments for construction of new operating plant
    16,789,806       7,462,008  
Intangible - land use rights, net
    1,892,292       1,945,811  
Intangible - mineral rights, net
    2,629,437       5,233,992  
Other assets
    103,110       102,550  
Total other assets
    35,347,528       14,744,361  
                 
Total assets
  $ 114,174,540     $ 47,487,813  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
Accounts payable, trade
  $ 291,750     $ 244,570  
Notes payable
    2,946,000       -  
Short term loans - bank
    14,730,000       2,219,475  
Short term loans - others
    515,550       1,098,750  
Due to related party
    51,381       1,540,337  
Other payables and accrued liabilities
    1,433,121       744,058  
Customer deposits
    106,830       3,751,327  
Taxes payable
    1,229,019       2,682,254  
Total liabilities
    21,303,651       12,280,771  
                 
OTHER LIABILITIES
               
Warrant derivative liability
    30,436,087       -  
Total other liabilities
    30,436,087       -  
                 
Total liabilities
    51,739,738       12,280,771  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS' EQUITY
               
Common stock, $0.001 par value, 100,000,000 authorized,
               
20,871,192  and 13,117,952 issued and outstanding as of
               
June 30, 2010 and 2009, respectively
    20,871       13,118  
Additional paid-in capital
    67,269       3,531,959  
Statutory reserves
    1,837,395       1,127,710  
Retained earnings
    59,373,726       29,754,451  
Accumulated other comprehensive income
    1,135,541       779,804  
Total shareholders' equity
    62,434,802       35,207,042  
                 
Total liabilities and shareholders' equity
  $ 114,174,540     $ 47,487,813  
 
See report of independent registered public accounting firm
 
The accompanying notes are an integral part of these consolidated financial statements.

 
F-2

 

(FORMERLY NAMED ABLEAUCTIONS.COM, INC.)

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED JUNE 30, 2010 AND 2009
 
   
2010
   
2009
 
             
REVENUE
  $ 59,027,490     $ 51,395,992  
                 
COST OF REVENUE
    36,577,438       27,523,329  
                 
GROSS PROFIT
    22,450,052       23,872,663  
                 
OPERATING EXPENSES:
               
Selling
    494,943       732,902  
General and administrative
    2,334,604       1,905,987  
Total operating expenses
    2,829,547       2,638,889  
                 
INCOME FROM OPERATIONS
    19,620,505       21,233,774  
                 
OTHER INCOME (EXPENSE), NET
               
Finance expense, net
    (293,190 )     (914,072 )
Other income, net
    107,799       139,823  
Change in fair value of warrants
    24,016,407       -  
Total other income (expense), net
    23,831,016       (774,249 )
                 
INCOME BEFORE INCOME TAXES
    43,451,521       20,459,525  
                 
PROVISION FOR INCOME TAXES
    4,517,024       3,491,590  
                 
NET INCOME
    38,934,497       16,967,935  
                 
OTHER COMPREHENSIVE INCOME
               
Foreign currency translation adjustments
    355,737       74,264  
                 
COMPREHENSIVE  INCOME
  $ 39,290,234     $ 17,042,199  
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
               
Basic
    15,623,823       13,117,952  
Diluted
    15,942,451       13,117,952  
                 
EARNINGS PER SHARE
               
Basic
  $ 2.49     $ 1.29  
Diluted
  $ 2.44     $ 1.29  
 
See report of independent registered public accounting firm
 
The accompanying notes are an integral part of these consolidated financial statements.

 
F-3

 
 
(FORMERLY NAMED  ABLEAUCTIONS.COM, INC.)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                       
Accumulated
       
               
Additional
         
Retained (deficit) earnings
   
other
       
   
Common Stock
   
paid-in
   
Contribution
   
Statutory
         
comprehensive
       
   
Shares
   
Par Value
   
capital
   
receivable
   
reserves
   
Unrestricted
   
income