|
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 30, 2011
|
|
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
AMERICAN NANO SILICON TECHNOLOGIES, INC.
(Name of Registrant in its Charter)
|
|
California
|
33-0726410
|
(State of Other Jurisdiction of
incorporation or organization)
|
(I.R.S.) Employer I.D. No.)
|
1 Nangan Dao Chunfei Road, Jialing District, Nanchong, Sichuan, P.R. China 637005
|
|
(Address of Principal Executive Offices)
|
Page No
|
||
Part I
|
Financial Information
|
|
Item 1.
|
Financial Statements (unaudited):
|
|
Condensed Consolidated Balance Sheets (Unaudited) – June 30, 2011 and September 30, 2010
|
2
|
|
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - for the Three and Nine Months Ended June 30, 2011 and 2010
|
3
|
|
Condensed Consolidated Statements of Cash Flows (Unaudited) – for the Nine Months Ended June 30, 2011 and 2010
|
4
|
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
5
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
19 |
Item 3
|
Quantitative and Qualitative Disclosures about Market Risk
|
23
|
Item 4.
|
Controls and Procedures
|
23
|
Part II
|
Other Information
|
|
Item 1.
|
Legal Proceedings
|
24
|
Items 1A.
|
Risk Factors
|
24
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
24
|
Item 3.
|
Defaults upon Senior Securities
|
24
|
Item 4.
|
Reserved
|
24
|
Item 5.
|
Other Information
|
24
|
Item 6.
|
Exhibits
|
24
|
AMERICAN NANO SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES
|
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||||
(UNAUDITED)
|
||||||||
As of June 30
|
As of September 30
|
|||||||
2011
|
2010
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 494,868 | $ | 498,563 | ||||
Accounts receivable, net
|
468,534 | 574,956 | ||||||
Inventory
|
91,591 | 193,633 | ||||||
Advance to suppliers
|
309,362 | 6,911 | ||||||
Deferred financing cost
|
65,000 | 65,000 | ||||||
Prepaid expense and other receivables
|
126,652 | - | ||||||
Employee advances, net
|
3,604 | 7,478 | ||||||
Total Current Assets
|
1,559,611 | 1,346,541 | ||||||
Property, plant and equipment, net
|
20,663,477 | 17,030,142 | ||||||
Other assets:
|
||||||||
Land use rights, net
|
1,022,341 | 1,006,065 | ||||||
Long term receivable - related party
|
117,586 | 337,759 | ||||||
Total other assets
|
1,139,926 | 1,343,824 | ||||||
Total Assets
|
$ | 23,363,015 | $ | 19,720,507 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 318,055 | $ | 292,426 | ||||
Short term loan
|
1,956,599 | 597,804 | ||||||
Taxes payable
|
323,383 | 470,321 | ||||||
Construction security deposits
|
1,284,145 | 1,241,935 | ||||||
Due to related parties
|
773,677 | - | ||||||
Accrued expenses and other payables
|
362,633 | 343,983 | ||||||
Total Current Liabilities
|
5,018,492 | 2,946,469 | ||||||
Long-term liabilities
|
||||||||
Long term loan
|
1,971,911 | 1,970,556 | ||||||
Due to related parties
|
831,625 | 780,946 | ||||||
Warrant liabilities
|
2,720,191 | 5,097,483 | ||||||
Total Liabilities
|
10,542,219 | 10,795,454 | ||||||
Commitment and Contingencies
|
||||||||
Stockholders' Equity
|
||||||||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 31,155,323
|
||||||||
and 30,900,067 shares issued and outstanding
|
3,116 | 3,090 | ||||||
Additional paid-in-capital
|
9,396,609 | 8,998,234 | ||||||
Accumulated other comprehensive income
|
1,671,760 | 1,121,464 | ||||||
Retained Earnings (Accumulated deficit)
|
161,671 | (2,830,569 | ) | |||||
Total American Nano Stockholders' Equity
|
11,233,156 | 7,292,219 | ||||||
Noncontrolling interest
|
1,587,640 | 1,632,834 | ||||||
Total Equity
|
12,820,796 | 8,925,053 | ||||||
Total Liabilities and Stockholders' Equity
|
$ | 23,363,015 | $ | 19,720,507 |
AMERICAN NANO SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES
|
||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||||||
AND COMPREHENSIVE INCOME (LOSS)
|
||||||||||||||||
(UNAUDITED)
|
||||||||||||||||
For the Three months Ended
|
For the Nine months Ended
|
|||||||||||||||
June 30
|
June 30
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Revenues
|
$ | 3,720,386 | $ | 7,166,793 | $ | 15,915,378 | $ | 16,190,946 | ||||||||
Cost of Goods Sold
|
2,817,448 | 5,295,601 | 12,025,515 | 12,222,238 | ||||||||||||
Gross Profit
|
902,938 | 1,871,192 | 3,889,863 | 3,968,708 | ||||||||||||
Operating Expenses
|
||||||||||||||||
Research and development expense
|
- | 73,564 | - | 81,283 | ||||||||||||
Selling, general and administrative
|
264,861 | 495,709 | 594,993 | 751,464 | ||||||||||||
Income from operations
|
638,077 | 1,301,919 | 3,294,870 | 3,135,963 | ||||||||||||
Other Income and Expense
|
||||||||||||||||
Interest expense, net
|
(28,520 | ) | (8,174 | ) | (44,900 | ) | (24,538 | ) | ||||||||
Loss on private placement
|
- | (2,087,149 | ) | - | (5,856,200 | ) | ||||||||||
Change in fair value of warrant liabilities
|
1,516,860 | (3,364,489 | ) | 2,377,293 | (4,587,855 | ) | ||||||||||
Impairment loss from property, plant and equipment
|
(2,164,935 | ) | - | (2,164,935 | ) | (189,574 | ) | |||||||||
Total other income (expense)
|
(676,595 | ) | (5,459,812 | ) | 167,458 | (10,658,167 | ) | |||||||||
Income (loss) Before Income Taxes
|
(38,518 | ) | (4,157,892 | ) | 3,462,329 | (7,522,204 | ) | |||||||||
Provision for Income Taxes
|
119,220 | 310,156 | 515,280 | 632,305 | ||||||||||||
Net Income (loss)
|
(157,738 | ) | (4,468,048 | ) | 2,947,049 | (8,154,509 | ) | |||||||||
Less: net income attributable to the noncontrolling interest
|
(260,532 | ) | 118,215 | (45,195 | ) | 185,136 | ||||||||||
Net Income (loss) attributable to American Nano Silicon Technologies, Inc
|
102,794 | (4,586,264 | ) | 2,992,243 | (8,339,645 | ) | ||||||||||
Net Income (loss)
|
(157,738 | ) | (4,468,048 | ) | 2,947,049 | (8,154,509 | ) | |||||||||
Other comprehensive income (loss)
|
||||||||||||||||
Foreign currency translation adjustment
|
212,450 | 63,290 | 550,296 | 64,160 | ||||||||||||
Comprehensive Income (loss)
|
54,712 | (4,404,758 | ) | 3,497,345 | (8,090,349 | ) | ||||||||||
Comprehensive Income attributable to the
|
||||||||||||||||
noncontrolling interest
|
(260,532 | ) | 118,215 | (45,195 | ) | 185,136 | ||||||||||
Comprehensive Income (loss) attributable to American Nano Silicon Technologies, Inc
|
$ | 315,244 | $ | (4,522,973 | ) | $ | 3,542,539 | $ | (8,275,485 | ) | ||||||
Income (loss) per common share
|
||||||||||||||||
Basic
|
$ | 0.00 | $ | (0.16 | ) | $ | 0.10 | $ | (0.30 | ) | ||||||
Diluted
|
$ | 0.00 | $ | (0.15 | ) | $ | 0.10 | $ | (0.30 | ) | ||||||
Weighted average number of common shares
|
||||||||||||||||
Basic
|
31,155,323 | 29,252,022 | 31,058,716 | 27,521,939 | ||||||||||||
Diluted
|
31,155,323 | 31,189,539 | 31,058,716 | 28,191,424 |
AMERICAN NANO SILICON TECHNOLOGIES, INC. AND SUBSIDIARIES
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(UNAUDITED)
|
||||||||
For the Nine months ended
|
||||||||
June 30
|
||||||||
2011
|
2010
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net Income (loss)
|
$ | 2,947,047 | $ | (8,154,509 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||
Provision for bad debt allowance
|
4,842 | - | ||||||
Loss on private placement
|
- | 5,856,200 | ||||||
Change of fair value of derivative liabilities
|
(2,377,293 | ) | 4,587,855 | |||||
Impairment loss from property, plant and equipment
|
2,138,597 | 189,606 | ||||||
Depreciation and amortization
|
505,757 | 436,162 | ||||||
Stock based compensation expense
|
398,400 | 169,641 | ||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase) decrease in -
|
||||||||
Accounts receivable
|
124,465 | 650,541 | ||||||
Inventory
|
106,961 | 195,402 | ||||||
Employee advances
|
(775 | ) | 9,793 | |||||
Advances to suppliers
|
(296,925 | ) | (244,085 | ) | ||||
Prepaid expense and other receivables
|
(126,624 | ) | - | |||||
Related party receivables
|
228,017 | 215,558 | ||||||
Increase (decrease) in -
|
||||||||
Accounts payable
|
15,058 | (110,137 | ) | |||||
Construction security deposits
|
(1,520 | ) | (6,202 | ) | ||||
Taxes payable
|
(160,650 | ) | 212,038 | |||||
Accrued expenses and other payables
|
8,015 | (131,852 | ) | |||||
Cash provided by operating activities
|
3,513,372 | 3,876,012 | ||||||
Cash Flows From Investing Activities:
|
||||||||
Additions to property and equipment
|
(5,605,786 | ) | (5,719,937 | ) | ||||
Cash used in investing activities
|
(5,605,786 | ) | (5,719,937 | ) | ||||
Cash Flows From Financing Activities
|
||||||||
Proceeds from issuance of stock
|
- | 1,789,975 | ||||||
Proceeds from related party loans long term
|
22,759 | - | ||||||
Proceeds from related party loans short term
|
860,150 | 273,386 | ||||||
Proceeds from short term loans
|
1,216,092 | - | ||||||
Repayment of long term loans
|
(66,885 | ) | (172,350 | ) | ||||
Cash provided by financing activities
|
2,032,116 | 1,891,011 | ||||||
Effect of exchange rate changes on cash and cash equivalents
|
56,602 | (8,156 | ) | |||||
Increase (decrease) in cash and cash equivalents
|
(3,695 | ) | 38,931 | |||||
Cash and Cash Equivalents - Beginning of the period
|
498,563 | 164,876 | ||||||
Cash and Cash Equivalents - End of the period
|
$ | 494,868 | $ | 203,807 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||
During the period, cash was paid for the following:
|
||||||||
Interest expense
|
$ | 7,249 | $ | - | ||||
Income taxes
|
$ | 663,661 | $ | 485,533 | ||||
Non-cash investing and financing activities:
|
||||||||
Common stock issued for service
|
$ | 169,641 |
Buildings and improvements
|
39 years
|
Machinery, equipment and automobiles
|
5-10 years
|
As of
June30,
2011
|
As of
September 30,
2010
|
|||||||
Raw materials
|
$
|
66,571
|
$
|
62,678
|
||||
Packing supplies
|
18,630
|
33,325
|
||||||
Finished goods
|
6,390
|
97,630
|
||||||
Total
|
$
|
91,591
|
$
|
193,633
|
As of
June 30
2011
|
As of
September 30,
2010
|
|||||||
Machinery & equipment
|
$
|
3,819,808
|
$
|
4,759,665
|
||||
Plant & buildings
|
5,771,793
|
4,846,581
|
||||||
Sub total
|
9,591,601
|
9,606,246
|
||||||
Less: accumulated depreciation
|
(1,364,636
|
)
|
(1,349,642
|
)
|
||||
Add: construction in process
|
12,436,512
|
8,773,538
|
||||||
Property, plant and equipment
|
$
|
20,663,477
|
$
|
17,030,142
|
As of
June 30,
2011
|
As of
September 30,
2010
|
|||||||
Receivable from Chunfei Real Estate
|
117,585
|
337,759
|
||||||
Long term receivable- Related Parties
|
$
|
117,585
|
$
|
337,759
|
||||
Loan From Chunfei Real Estate
|
$
|
828,484
|
$
|
52,942
|
||||
Loan From Chunfei Daily Chemical
|
312,065
|
281,893
|
||||||
Loan From Pu, Fachun (shareholder)
|
456,244
|
437,891
|
||||||
Loan From other officer and employee
|
8,509
|
8,220
|
||||||
Total Due to Related Parties
|
$
|
1,605,302
|
$
|
780,946
|
June
30, 2011
|
September
30, 2010
|
|||||||
Land use rights
|
$ | 1,143,905 | $ | 1,104,973 | ||||
Less: accumulated amortization
|
(121,564 | ) | (98,908 | ) | ||||
$ | 1,022,341 | $ | 1,006,065 |
As of
June 30,
2011
|
As of
September 30,
2010
|
|||||||
Corporate income tax payable
|
$ | 230,842 | $ | 367,172 | ||||
Value-added tax payable
|
86,999 | 98,435 | ||||||
Other
|
5,542 | 4,714 | ||||||
Total taxes payable
|
$ | 323,383 | $ | 470,321 |
As of
June 30,
2011
|
As of
September 30,
2010
|
|||||||||
a) |
Short term loan payable to Nanchong City Bureau of Finance due on demand, at fixed interest rate of 0.465% per month per month
|
$
|
618,866
|
$
|
597,804
|
|||||
b) |
Short term loan payable to Nanchong Commercial Bank, due Apr. 2012, at fixed interest rate of 0.4633%, per month
|
773,583
|
|
-
|
||||||
c) |
Short term loan payable to T Squared
|
100,000
|
-
|
|||||||
d) |
Short Term individual loans from unrelated parties, due Jun.2012, at fixed interest rate of 1%, per month
|
|
464,150
|
-
|
||||||
Short term loans subtotal
|
1,956,599
|
597.804
|
||||||||
e) |
Long Term individual loans from unrelated parties, bearing no interest, maturing in 2012ear no interest, maturing in 2012
|
424,745
|
410,289
|
|||||||
f) |
Long term individual loans from unrelated parties, bearing no interest, maturing in 2013
|
1,547,166
|
1,560,267
|
|||||||
Long term loans subtotal
|
1,971,911
|
1,970,556
|
||||||||
Total
|
$ |
3,928,510
|
$ |
2,568,360
|
For the nine months
ended June 30
|
||||||||
2011
|
2010
|
|||||||
US statutory income tax rate
|
35.00
|
%
|
35.00
|
%
|
||||
Foreign income not taxed in US
|
-35.00
|
%
|
-35.00
|
%
|
||||
China Income tax statutory rate
|
25.00
|
%
|
25.00
|
%
|
||||
Income tax exemption
|
-7.6
|
%
|
-3
|
%
|
||||
Non deductible item
|
-9.5
|
%
|
-30.4
|
%
|
||||
Other Item
|
1.3
|
%
|
||||||
Effective rate
|
9.2
|
%
|
-8.4
|
%
|
As of
June 30,
2011
|
As of
June 30,
2010
|
|||||||
Deferred tax asset-Beginning
|
$
|
417,503
|
$
|
178,007
|
||||
Addition: loss carry-forward
|
84,587
|
188,084
|
||||||
Valuation allowance-Beginning
|
(417,503)
|
(178,007)
|
||||||
Addition: Valuation allowance
|
(84,587)
|
(188,084)
|
||||||
Deferred tax assets-net
|
$
|
-
|
$
|
-
|
Beginning Balance at September 30, 2010 and 2009
|
$
|
1,632,834
|
1,330,983
|
|||||
Proportionate share of Net Income from Chunfei Chemical
|
|
(111,735
|
)
|
138,426
|
||||
Proportionate share of Net Loss from Hedi Medicine
|
|
(16,403
|
)
|
|
(56,433
|
)
|
||
Proportionate share of Net Income from Nanchong Chunfei
|
82,944
|
103,142
|
||||||
Add: Proportionate share of other comprehensive income
|
-
|
10,016
|
||||||
Ending balance at June 30, 2011 and 2010
|
$
|
1,587,640
|
$
|
1,526,134
|
Warrants
|
||||
Opening balance
|
$
|
5,097,484
|
||
-
|
||||
(Income) included in earnings*
|
$
|
(2,377,293)
|
||
Exercised
|
-
|
|||
Closing balance
|
$
|
2,720,191
|
Warrants Outstanding and exercisable
|
||||||||||||||
Range of
Exercise
Price
|
Number
Outstanding
and exercisable
at June 30,
2011
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
Weighted
Average
Exercise
Price
|
|||||||||||
$ | 1.50 | 2,000,000 | 1.76 | $ | 1.50 | |||||||||
$ | 1.50 | 2,000,000 | 1.98 | 1.50 | ||||||||||
4,000,000 | 1.87 | $ | 1.50 |
2011
|
2010
|
|||||||
Net income (loss) for basic earnings (loss) per share
|
$ | 2,992,243 | $ | (8,339,645 | ) | |||
Weighted average shares used in basic computation
|
31,058,716 | 27,521,939 | ||||||
Earnings (loss) per share:
|
||||||||
Basic
|
$ | 0.10 | $ | (0.30 | ) |
Diluted earnings per share
|
2011
|
2010
|
||||||
Net income (loss) for diluted earnings (loss) per share
|
$ | 2,992,243 | $ | (8,339,645 | ) | |||
Weighted average shares used in basic computation
|
31,058,716 | 27,521,939 | ||||||
Diluted effect of warrants
|
- | 163,817 | ||||||
Diluted effect of option
|
505,668 | |||||||
Weighted average shares used in diluted computation
|
31,058,716 | 28,191,424 | ||||||
Earnings(loss) per share:
|
||||||||
Diluted
|
$ | 0.10 | $ | (0.30 | ) |
2011
|
2010
|
|||||||
Net income (loss) for basic earnings (loss) per share
|
$ | 102,794 | $ | (4,586,263 | ) | |||
Weighted average shares used in basic computation
|
31,155,323 | 29,252,022 | ||||||
Earnings (loss) per share:
|
||||||||
Basic
|
$ | 0.00 | $ | (0.16 | ) | |||
Diluted earnings per share
|
||||||||
2011 | 2010 | |||||||
Net income (loss) for diluted earnings (loss) per share
|
$ | 102,794 | $ | (4,586,263 | ) | |||
Weighted average shares used in basic computation
|
31,155,323 | 29,252,022 | ||||||
Diluted effect of warrants
|
509,834 | |||||||
Diluted effect of option
|
1,427,683 | |||||||
Weighted average shares used in diluted computation
|
31,155,323 | 31,189,539 | ||||||
Earnings(loss) per share:
|
||||||||
Diluted
|
$ | 0.00 | $ | (0.15 | ) |
31
|
Rule 13a-14(a) Certification
|
|
32
|
Rule 13a-14(b) Certification
|
|
101.INS
|
XBRL Instance
|
|
101.SCH
|
XBRL Schema
|
|
101.CAL
|
XBRL Calculation
|
|
101.DEF
|
XBRL Definition
|
|
101.LAB
|
XBRL Label
|
|
101.PRE
|
XBRL Presentation
|
|
AMERICAN NANO SILICON TECHNOLOGIES, INC.
|
|
August 15, 2011
|
By: /s/ Pu Fachun
|
Pu Fachun
|
|
Chief Executive Officer and Chief Financial Officer
|
|
August 15, 2011
|
/s/ Pu Fachun
|
Pu Fachun
|
|
Chief Executive Officer and Chief Financial Officer
|
|
August 15, 2011
|
/s/ Pu Fachun
|
Pu Fachun
|
|
Chief Executive Officer and Chief Financial Officer
|
|
BALANCE SHEET PARENTHETICAL (USD $)
|
Jun. 30, 2011
|
Sep. 30, 2010
|
---|---|---|
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 31,155,323 | 30,900,067 |
Common stock shares outstanding | 31,155,323 | 30,900,067 |
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
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3 Months Ended | 9 Months Ended | ||
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2011
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Jun. 30, 2010
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Revenues | $ 3,720,386 | $ 7,166,793 | $ 15,915,378 | $ 16,190,946 |
Cost of Goods Sold | 2,817,448 | 5,295,601 | 12,025,515 | 12,222,238 |
Gross Profit | 902,938 | 1,871,192 | 3,889,863 | 3,968,708 |
Research and development expense | Â | 73,564 | Â | 81,283 |
Selling, general and administrative | 264,861 | 495,709 | 594,993 | 751,464 |
Income from operations | 638,077 | 1,301,919 | 3,294,870 | 3,135,963 |
Interest expense, net | (28,520) | (8,174) | (44,900) | (24,538) |
Loss on private placement | Â | (2,087,149) | Â | (5,856,200) |
Change in fair value of warrant liabilities | 1,516,860 | (3,364,489) | 2,377,293 | (4,587,855) |
Impairment loss from property, plant and equipment | (2,164,935) | Â | (2,164,935) | (189,574) |
Total other income (expense) | (676,595) | (5,459,812) | 167,458 | (10,658,167) |
Income (loss) Before Income Taxes | (38,518) | (4,157,892) | 3,462,329 | (7,522,204) |
Provision for Income Taxes | 119,220 | 310,156 | 515,280 | 632,305 |
Net Income (Loss) | (157,738) | (4,468,048) | 2,947,047 | (8,154,509) |
Less: net income attributable to the noncontrolling interest | (260,532) | 118,215 | (45,195) | 185,136 |
Net Income (loss) attributable to American Nano Silicon Technologies, Inc | $ 102,794 | $ (4,586,264) | $ 2,992,243 | $ (8,339,645) |
Income (loss) per common share - Basic | $ 0.00 | $ (0.16) | $ 0.10 | $ (0.30) |
Income (loss) per common share - Diluted | $ 0.00 | $ (0.15) | $ 0.10 | $ (0.30) |
Weighted average number of common shares - Basic | 31,155,323 | 29,252,022 | 31,058,716 | 27,521,939 |
Weighted average number of common shares - Diluted | 31,155,323 | 31,189,539 | 31,058,716 | 28,191,424 |
Document and Entity Information (USD $)
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3 Months Ended | ||
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Jun. 30, 2011
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Aug. 15, 2011
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Mar. 31, 2011
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Document and Entity Information | Â | Â | Â |
Entity Registrant Name | American Nano Silicon Technologies, Inc. | Â | Â |
Document Type | 10-Q | Â | Â |
Document Period End Date | Jun. 30, 2011 | ||
Amendment Flag | false | Â | Â |
Entity Central Index Key | 0001415917 | Â | Â |
Current Fiscal Year End Date | --09-30 | Â | Â |
Entity Common Stock, Shares Outstanding | Â | 31,362,130 | Â |
Entity Public Float | Â | Â | $ 23,919,332 |
Entity Filer Category | Smaller Reporting Company | Â | Â |
Entity Current Reporting Status | Yes | Â | Â |
Entity Voluntary Filers | No | Â | Â |
Entity Well-known Seasoned Issuer | No | Â | Â |
Document Fiscal Year Focus | 2011 | Â | Â |
Document Fiscal Period Focus | Q3 | Â | Â |
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Land Use Right
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Jun. 30, 2011
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Intangible Assets, Goodwill and Other | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets Disclosure [Text Block] | NOTE 6 - LAND USE RIGHTS, NET All land in the Peoples Republic of China is government owned and cannot be sold to any individual or company. However, the government grants the user a land use right (the Right) to use the land. The land use right was originally acquired by one of the Companys shareholders in September 2000 for the amount of $833,686 and later was transferred to the Company as a capital investment. In the fiscal year 2008, the Company paid the stamp tax, which amounted to $69,539 to get the certificate of the land use right, which was capitalized as part of the asset. The Company has the right to use the land for 50 years and amortized the Right on a straight-line basis over the period of 50 years. As of June 30, 2011 and September 30, 2010, intangible assets consist of the following:
The amortization expense for the three months ended June 30, 2011 and 2010 was $6,279 and $6,055, respectively. The amortization expense for the nine months ended June 30, 2011 and 2010 was $18,762 and $18,153, respectively |
Concentraction of Risks
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Jun. 30, 2011
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Risks and Uncertainties | Â |
Concentration Risk Disclosure [Text Block] | NOTE 11 CONCENTRATION OF RISKS Two major customers accounted for approximately 76% of the net revenue for the nine months ended June 30, 2011, with each customer individually accounting for 44% and 32%, respectively. Two major customers accounted for approximately 78% of the net revenue for the nine months ended June 30, 2010, with each customer individually accounting for 39%. Three major customers accounted for approximately 95% of the account receivable as of June 30, 2011, with each customer individually accounting for 63%, 16% and 16% respectively. One major vendor provided approximately 99% and 98% of the Companys purchases of raw materials for the nine months ended June 30, 2011 and 2010, respectively. None of the vendors and customers mentioned above is related party to the Company. |
Summary of Significant Accounting Policies
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Jun. 30, 2011
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Accounting Policies | Â | ||||
Significant Accounting Policies [Text Block] | Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES New Accounting Standards In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, (ASU 2011-04). ASU 2011-04 expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively. This guidance will be effective for the Company beginning January 1, 2012. The Company anticipates that the adoption of this standard will not materially affect its consolidated financial statements. In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, (ASU 2011-05). ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in equity. ASU 2011-05 requires that all non-owner changes in stockholders equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. This new guidance is to be applied retrospectively. This guidance will be effective for the Company beginning January 1, 2012. The Company anticipates that the adoption of this standard will not change the presentation of its consolidated financial statements. Principles of consolidation The consolidated financial statements represent the consolidated accounts of the Company and its subsidiaries, Nanchong Chunfei, Chunfei Chemicals and Hedi Medicines. All significant intercompany balances and transactions have been eliminated in consolidation. Non-controlling interests Non-controlling interests result from the consolidation of the 95% directly owned subsidiary, Nanchong Chunfei, the 85.5% indirectly owned subsidiary, Chunfei Chemicals, and the 78.66% indirectly owned subsidiary, Hedi Medicines. Use of estimates In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP), the management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant estimates required to be made by the management include, but are not limited to, the recoverability of long-lived assets and the valuation of accounts receivable and inventories, valuation of warrant liabilities and fair value of other financial instruments. Actual results could differ from those estimates. Risks and uncertainties The operations of the Company are located in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, in addition to the general state of the PRC economy. The Company's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Fair value of financial instruments The Company adopted the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entitys own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash, accounts receivable, employee advances, prepaid expense and other receivables, advance to suppliers, short-term loan, accounts payable, tax payable, other payables and accrued expenses, approximate their fair market value based on the short-term maturity of these instruments. The carrying value of the long-term loan approximates fair value based on market rates and terms currently available to the Company. The Company uses Level 3 inputs to measure fair value of their warrant liabilities (see note 13) and land use right (see note 6). Cash and cash equivalents Cash and cash equivalents include cash on hand and cash in deposits and all highly liquid debt instruments with an original maturity of three months or less. Accounts receivable, net The Company maintains an allowance for potential credit losses on accounts receivable when they are considered to be doubtful. Accounts receivable on the balance sheet are stated net of allowances for doubtful accounts as of June 30, 2011 and September 30, 2010 of $22,662 and $21,891, respectively. Inventory Inventory consists of raw materials, packing supplies work-in-process and finished goods. Inventory is valued at the lower of cost or market with cost determined on a weighted average basis. Market value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to complete the sale. Management compares the cost of inventory with the market value and an allowance is made for writing down the inventory to its market value, if lower. No allowance for inventories was made for the nine months ended June 30, 2011 and 2010. Property, plant & equipment Property, plant and equipment are stated at cost. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and locations for its intended use. Depreciation and amortization are calculated using the straight-like method over the following useful lives:
Expenditures for maintenance and repairs are charged to expense as incurred. Additions, renewals and betterments are capitalized. Construction in progress represents direct costs of construction or acquisition and design fees incurred for the Companys new plant and equipment. Capitalization of these costs ceases and the construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until it is completed and ready for its intended use. Impairment of long-lived assets In accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. During the three months ended June 30, 2011, the Company incurred an impairment loss of $2,164,935 on fixed assets due to moving a factory site. Revenue recognition In accordance with the provisions of Staff Accounting Bulletin (SAB) 104, sales revenue is recognized when products are shipped and collection are reasonably assured. Payments received, if any, before all of the relevant criteria for revenue recognition are satisfied are recorded as advance from customers. Shipping and handling Shipping and handling costs incurred for shipping of finished products to customers are included in selling expense and totaled $ 3,936 and $5,884 for the nine months ended June 30, 2011, and 2010, respectively. Taxation Enterprise income tax The Company accounts for income tax under the provisions of ASC 740 "Accounting for Income Taxes", which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company has provided full valuation allowance for the deferred tax assets as of June 30, 2011 and September 30, 2010. Value added tax Value added tax is imposed on goods sold in or imported in the PRC. Value added tax payable in the Peoples Republic of China is charged on an aggregated basis at a rate of 13% or 17% (depending on the type of goods involved) on the full price collected for the goods sold or, in the case of taxable services provided, at a rate of 17% on the charges for the taxable services provided, but excluding, in respect of both goods and services, any amount paid in respect of value added tax included in the price or charges, and less any deductible value added tax already paid by the taxpayer on purchases of goods and services in the same financial year. The value added tax payable for the Company as of June 30, 2011 and September 30, 2010 was $86,999 and $ 98,435, respectively, and is included in taxes payable Earnings (Loss) per share Earnings per share are calculated in accordance with the ASC 260, Earnings per share. Basic net earnings per share are based upon the weighted average number of common shares outstanding, but excluding shares issued as compensation that have not yet vested. Diluted net earnings per share are based on the assumption that all dilutive convertible shares and stock options were converted or exercised, and that all unvested shares have vested. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Statement of cash flows In accordance with GAAP, cash flows from the Companys operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of account receivables, advances to suppliers and other receivables arising from its normal business activities. The Company does not require collateral or other security to support these receivables. The Company routinely assesses the financial strength of its debtors and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts. Foreign currency translation The Companys principal country of operations is in PRC. The financial position and results of operations of the Company are determined using the local currency, Renminbi (RMB), as the functional currency. Functional currency for U.S. parent company is USD. Foreign currency transactions are translated at the applicable rates of exchange in effect at the transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. Revenues and expenses are translated at the average exchange rates in effect during the reporting period. Equity accounts are translated in historical exchange rate when the transactions took place. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated Other Comprehensive Income". Gains and losses resulting from foreign currency translations, if any, are included in condensed consolidated statements of income and other comprehensive income. |
Short Term and Long-Term Loans
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Debt | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Text Block] | NOTE 8 SHORT TERM AND LONG-TERM LOANS The short term and long-term loans include the following:
The Company accrued interest expense of $45,885 and $24,203for the nine months ended June 30, 2011 and 2010, respectively. The Company accrued interest expense of $29,069 and $8,174 for the three months ended June 30, 2011 and 2010, respectively |
Stockholders' Equity
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Equity | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 14 STOCKHOLDERS' EQUITY A. Stock issued for consulting services In October, 2010, 10,256 shares of restricted common stock were issued to the Companys independent director as compensation for the service from October 2010 to March 2011 A total of $20,000, which represents the fair value of the service, was included in common stock and additional paid-in capital. $20,000 was expensed and included in the Statements of income as a part of general and administrative expenses. In October, 2010, 15,000 shares of restricted common stock were issued as partial compensation to a consultant for services provided to the Company for the year ended September 30 2010. The service was valued at $30,900, which was included in common stock and additional paid-in capital. Accrued expense was reduced by the same amount. In October 2010, 60,000 shares were issued to the Companys investor relation agent for the service from October 2010 to March 2011. A total of $120,000, which represents the fair value of the shares issued, was included in common stock and additional paid-in capital. $120,000 was expensed and included in the Statements of income as a part of general and administrative expenses. In October, 2010, 20,000 shares were issued to a law firm for the service performed for the registration statements filing. A total of $40,000 was included in common stock and additional paid-in capital and accrued expense was reduced by the same amount. In March, 2011, 150,000 shares were issued to a Companys investor relations agent for service from March 2011 to March 2012. A total of $187,500, which represents the fair value of the shares issued, was included in common stock and additional paid-in capital. $15,625 was expensed and included in the Statements of Income as a part of general and administrative expenses and $171,875 is recorded in prepaid expense. In three months ended June.30.2011, $46,875 of the prepaid expense was amortized and included in the Statements of Operations and Comprehensive Income (Loss); the rest of $125,000 is included in prepaid expense balance as of June.30.2011. B: Earnings Per Share The following is a reconciliation of the basic and diluted earnings (loss) per share computations for the nine months ended June 30, 2011 and 2010:
The following is a reconciliation of the basic and diluted earnings (loss) per share computations for the three months ended June 30, 2011 and 2010:
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Construction Security Deposits
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Jun. 30, 2011
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Financial Services, Banking and Thrift | Â |
Deposit Liabilities Disclosures [Text Block] | NOTE 9 CONSTRUCTION SECURITY DEPOSITS The Company requires security deposits from its plant and building contractors prior to start of the construction. The deposits are to be refunded upon officially certified completion of the work within the specified time. The purpose of the security deposits is to protect the Company from unexpected delay and poor construction quality. The Company is expected to return deposits in year 2011 when the construction is expected to be completed. The Company offers no interest on the security deposits. As of June 30, 2011 and September 30, 2010, the balance of the construction security deposits was $1,284,145 and $1,241,935, respectively. |
Tax Payable
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Tax Payable | NOTE 7 TAXES PAYABLE The taxes payable includes the following:
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Inventory
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Inventory Disclosure [Text Block] | Note 3 INVENTORY The inventory consists of the following:
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Property, Plant and Equipment
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Property, Plant and Equipment Disclosure [Text Block] | Note 4 PROPERTY, PLANT AND EQUIPMENT The detail of property, plant and equipment is as follows:
Depreciation expense for the three months ended June 30, 2011 and 2010 was $161,951 and $139,393 respectively. Depreciation expense for the nine months ended June 30, 2011 and 2010 was $486,929 and $418,009, respectively. The construction of the new facility is expected to be completed and put in use in 2011. As of June 30, 2011 and September 30, 2010, the Company has spent a total of $12,436,512 and $8,773,538 on the project, respectively. No interest was capitalized since the Company has financed the entire project on its own and no external loans were used. The management expects to invest another $1,000,000 into the project before it is completed. |
Noncontrolling Interest
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Noncontrolling Interest | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest Disclosure [Text Block] | NOTE 12 – NONCONTROLLING INTEREST Noncontrolling interest represents the minority stockholders’ proportionate share of 5% of the equity of Nanchong Chunfei, 14.5% of the equity of Chunfei Chemical and 21.34% of equity of Hedi Medicine. The Company's controlling interest requires that Nanchong Chunfei, Chunfei Chemical and Hedi Medicine’s operations be included in the Company’s Consolidated Financial Statements.
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Related Party Transactions
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Related Party Disclosures | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions Disclosure [Text Block] | NOTE 5 - RELATED PARTY TRANSACTIONS The Company periodically has receivables from its affiliates, owned by Mr. Fachun Pu, the majority shareholder and the president of the Company. The Company expects all outstanding amounts due from its affiliates will be repaid and no allowance is considered necessary. The Company also periodically borrows money from its shareholders to finance the operations. The details of loans to/from related parties are as follows:
Sichuan Chunfei Daily Chemicals Co. Ltd (Daily Chemical) and Sichuan Chunfei Real Estate are owned by Mr. Pu Fachun, the majority shareholder and the president of the Company. The loans from Mr. Pu and Daily Chemical bear no interest and are due on September 2012. |
Subsequent Events
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Subsequent Events [Text Block] | NOTE 15 - SUBSEQUENT EVENTS. In July 2011, the Company entered into a compromise with the investors in its March 2010 private placement, to whom the Company owed 259,197 additional shares. (See Note 13). Pursuant to the compromise agreement, in lieu of issuing the additional shares, the Company issued 190,000 shares and agreed to reduce the exercise price of the Series B Warrants. The exercise price of the 2,000,000 Series B Warrants purchased in March 2010 was reduced to $.70 per share. The exercise price of the 2,000,000 Series B Warrants purchased in June 2010 was reduced to $1.00 per share. In either case, however, the modified exercise prices apply only to exercise for cash. If the investors make a cashless exercise, the exercise price remains $1.50 per share. In connection with the compromise, the investors loaned $100,000 to the Company for one year interest-free. In July the Company issued 16,807 shares as compensation to its independent directors |
STATEMENT OF COMPREHENSIVE INCOME (USD $)
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2011
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Jun. 30, 2010
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Net Income (loss) | $ (157,738) | $ (4,468,048) | $ 2,947,047 | $ (8,154,509) |
Foreign currency translation adjustment | 212,450 | 63,290 | 550,296 | 64,160 |
Comprehensive Income (Loss) | 54,712 | (4,404,758) | 3,497,345 | (8,090,349) |
Comprehensive Income attributable to the noncontrolling interest | (260,532) | 118,215 | (45,195) | 185,136 |
Comprehensive Income (loss) attributable to American Nano Silicon Technologies, Inc | $ 315,244 | $ (4,522,973) | $ 3,542,539 | $ (8,275,485) |
Organization and Basis of Presentation
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Organization, Consolidation and Presentation of Financial Statements | Â |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 ORGANIZATION AND BASIS OF PRESENTATION American Nano-Silicon Technologies, Inc. (the Company or ANNO) was originally incorporated in the State of California on September 6, 1996 as CorpHQ, Inc. (CorpHQ). The Company, through its operating subsidiaries in the Peoples Republic of China (PRC), Nanchong Chunfei Nano-Silicon Technologies Co., Ltd ("Nanchong Chunfei"), Sichuan Chunfei Refined Chemicals Co., Ltd. ("Chunfei Chemicals"), and Sichuan Hedi Veterinary Medicines Co., Ltd. ("Hedi Medicine"), is primarily engaged in the business of manufacturing and distributing refined consumer chemical products and veterinary drugs. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. |
Income Taxes
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Income Taxes | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Text Block] | NOTE 10 INCOME TAXES The Companys subsidiaries are governed by the Income Tax Law of the Peoples Republic of China. Chunfei Chemical is a foreign invested entity located in the western of China, which enjoyed a tax holiday of 10% deduction from 2001 to 2011. Nanchong Chunfei was taxed at 12.5%, which was approved by local tax authority. Hedi Medicines was taxed at 25% statutory rate. The following table reconciles the U.S. statutory rates to the Companys effective tax rate for the nine months ended June 30, 2011 and 2010:
Other item represents the net income that could not be offset by loss incurred by other subsidiaries. The Company incurred a net operating loss for U.S. income tax purposes for the nine months ended June 30, 2011. The net operating loss carry forwards, including share-based compensation, for United States income tax purposes amounted to $1,434,543 and $ 1,192,866 as of June 30, 2011 and September 30, 2010, respectively, which may be available to reduce future years' taxable income. These carry forwards will expire, if not utilized, beginning in 2028 through 2030. Management believes that the realization of the benefits arising from these losses appear to be uncertain due to the Company's business operations being primarily conducted in China and foreign income not recognized in the US for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance as of June 30, 2011 and September 30, 2010, respectively for the temporary difference related to the loss carry-forwards. The following table reconciles the changes of deferred tax assets for the nine months ended June 30, 2011 and 2010:
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Other Liabilities
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Other Liabilities {1} | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Liabilities Disclosure [Text Block] | NOTE 13 WARRANTS LIABILITY On March 26, 2010, the Company issued 2,100,000 shares of common stock and 2,000,000 Warrants to purchase Common Stock (Series B warrants) to three accredited institutional funds and an accredited investor for $1,000,000. The Stock Purchase Agreement also provided the investors the right, which they exercised on June 10, 2010, to purchase an additional 2,100,000 shares of common stock and 2,000,000 Series B Warrants for additional $1,000,000. The Series B Warrants allow the holders, prior to March 2013, to purchase up to 4,000,000 shares of common stock from ANNO for a price of $1.50 per share. The Series B Warrants may not be exercised if it would result in the holder beneficially owning more than 4.99% of the Companys outstanding common shares. Cashless exercise is permitted only if there is no effective registration statement permitting resale of the common shares underlying the Series B Warrants. The Share Purchase Agreement provided that the Company would issue additional shares to the investors if the Companys net income (adjusted to exclude certain non-cash items) was less than $4 million in fiscal year 2010 or less than $5 million in fiscal year 2011. Because the Companys net income for fiscal year 2010, calculated according to the terms of the Share Purchase Agreement, was $3,737,593, the Company has an obligation to issue to the investors 259,197 additional shares. As of June 30, 2011, the Company was engaged in negotiations with the investors regarding a modification of this obligation. The exercise price of the Series B Warrants is subject to adjustments in certain circumstances for stock splits, combinations, dividends and distributions, reclassification, exchange or substitution, reorganization, merger, consolidation or sales of assets, issuance of additional shares of common stock or equivalents. As a result of its interpretation of the adjustment provisions, the Company concluded that the Series B Warrants and Option to purchase additional common stock and Series B Warrants should be treated as derivative liabilities because the warrants are entitled to a price adjustment provision to allow the exercise price to be reduced in the event the Company issues or sells any additional shares of common stock at a price per share less than the then-applicable exercise price or without consideration, which is typically referred to as a Down-round protection or anti-dilution provision. During the nine months ended June 30, 2011, the Companys warrant liability accounts changed as followed:
The following table summarizes the shares of the Companys common stock issuable upon exercise of warrants outstanding at June 30, 2011:
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