EX-99.1 2 ex99_1.htm

Exhibit 99.1

 

NANJING CATCH-LUCK GARMENTS COMPANY LIMITED
 
CONDENSED BALANCE SHEET
AS OF JUNE 30, 2007 (UNAUDITED)
 
ASSETS
 
CURRENT ASSETS     
       Cash and cash equivalents  $  19,095 
       Accounts receivable, net of allowances    2,980,456 
       Accounts receivable- related companies    29,902 
       Due from a related company    1,658,007 
       Inventories, net    449,392 
       Other receivables and prepaid expenses    105,295 
             Total Current Assets    5,242,147 
 
 
PROPERTY AND EQUIPMENT, NET    1,084,718 
TOTAL ASSETS  $  6,326,865 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES     
       Accounts payable  $  709,474 
       Accounts payable - related companies    1,267,596 
       Other payables and accrued liabilities    55,610 
       Value added tax payable    48,814 
       Other tax payable    1,021 
             Total Current Liabilities    2,082,515 
 
TOTAL LIABILITIES    2,082,515 
 
COMMITMENTS AND CONTINGENCIES   

-      

 
STOCKHOLDERS' EQUITY     
       Registered capital of $600,000 fully paid    600,000 
       Retained earnings:     
             Unappropriated    3,238,182 
             Appropriated    233,649 
       Accumulated comprehensive income    172,519 
             Total Stockholders' Equity    4,244,350 
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $  6,326,865 

 

The accompanying notes are an integral part of these condensed financial statements

 

1

 


 

NANJING CATCH-LUCK GARMENTS COMPANY LIMITED

  CONDENSED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(UNAUDITED)

 
    For the three     For the three     For the six     For the six  
    months ended     months ended     months ended     months ended  
    June 30, 2007     June 30, 2006     June 30, 2007     June 30, 2006  
 
NET SALES                         
   To related parties 

$ 

359,386  

$ 

229,294  

$ 

447,257  

$ 

643,182  
   To third parties    4,233,577     5,205,815     9,209,447     7,017,278  
                 Total net sales    4,592,963     5,435,109     9,656,704     7,660,460  
 
COST OF SALES                         
   From related parties    (11,092 )    (536,996 )    (100,642 )    (549,147 ) 
   From third parties    (3,821,545 )    (3,889,100 )    (8,051,701 )    (5,800,850 ) 
                 Total cost of sales    (3,832,637 )    (4,426,096 )    (8,152,343 )    (6,349,997 ) 
 
GROSS PROFIT    760,326     1,009,013     1,504,361     1,310,463  
 
OPERATING EXPENSES                         
   Selling expenses    40,876     8,689     61,515     14,503  
   General and administrative expenses    157,578     70,421     301,997     137,495  
   Depreciation and amortization    8,579     11,577     17,353     16,314  
                 Total Operating Expenses    207,033     90,687     380,865     168,312  
 
INCOME FROM OPERATIONS    553,293     918,326     1,123,496     1,142,151  
 
OTHER INCOME                         
   Interest income    246     108     682     189  
   Other income    50     132     120     139  
                 Total Other Income    296     240     802     328  
 
INCOME BEFORE INCOME TAX EXPENSE    553,589     918,566     1,124,298     1,142,479  
 
INCOME TAX EXPENSE   

-     

   

-     

   

             -     

   

-     

 
 
NET INCOME    553,589     918,566     1,124,298     1,142,479  
 
OTHER COMPREHENSIVE INCOME                         
   Foreign currency translation gain    59,829     1,507     88,626     17,427  
 
COMPREHENSIVE INCOME 

$ 

613,418  

$ 

920,073  

$ 

1,212,924  

$ 

1,159,906  

 

The accompanying notes are an integral part of these condensed financial statements

 

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NANJING CATCH-LUCK GARMENTS COMPANY LIMITED

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

    For the six months     For the six months  
    ended June 30, 2007     ended June 30, 2006  
CASH FLOWS FROM OPERATING ACTIVITIES             
     Net income  $  1,124,298   $  1,142,479  
     Adjusted to reconcile net income to cash (used in) provided             
           by operating activities:             
           Depreciation and amortization - cost of sales    62,586     58,260  
           Depreciation and amortization    17,353     16,314  
           Loss on disposal of fixed assets   

-     

    9,145  
     Changes in operating assets and liabilities             
     (Increase)decrease in:             
           Accounts receivable    (661,739 )    7,726  
           Accounts receivable - related companies    (29,495 )   

-     

 
           Due from a related company   

-     

    (1,156,299 ) 
           Other receivables and prepaid expenses    (33,863 )    (3,712 ) 
           Inventories    30,937     388,555  
     Increase (decrease) in:             
           Accounts payable    329,494     627,539  
           Accounts payable - related companies    594,001     (763,098 ) 
           Other payables and accrued liabilities    (33,574 )    (85,249 ) 
           Value add tax payable    10,273     175,947  
           Other tax payable    609     231  
           Net cash provided by operating activities    1,410,880     417,838  
 
CASH FLOWS FROM INVESTING ACTIVITIES             
     Due from a related company    (1,635,443 )   

-     

 
     Proceeds from sale of equipment    6,308    

-     

 
     Purchase of property and equipment    (2,322 )    (388,593 ) 
           Net cash used in investing activities    (1,631,457 )    (388,593 ) 
 
CASH FLOWS FROM FINANCING ACTIVITIES   

-     

   

-     

 
 
EFFECT OF EXCHANGE RATE ON CASH    2,675     (10,763 ) 
 
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS  (217,902 )    18,482  
 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD    236,997     6,424  
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $  19,095   $  24,906  


The accompanying notes are an integral part of these condensed financial statements

 

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NANJING CATCH-LUCK GARMENTS COMPANY LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2007 (UNAUDITED)

 

NOTE 1.

ORGANIZATION AND BASIS OF PRESENTATION

 

Nanjing Catch-Luck Garments Company Limited (the “Company”), a Sino-foreign joint venture enterprise was incorporated in the People’s Republic of China (“PRC”) on December 21, 1995 with its principal place of business in Nanjing, PRC. On January 18, 2006, the Company became a wholly owned foreign enterprise.

 

The Company is principally engaged in the manufacturing and sale of garments to Europe, the United States, the PRC and Japan.

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

In the opinion of management, the unaudited condensed financial statements contain all adjustments consisting only of normal recurring accruals considered necessary to present fairly the Company’s financial position at June 30, 2007, the results of operations for the three-month and six-month periods ended June 30, 2007 and 2006, and cash flows for the six months ended June 30, 2007 and 2006. The results for the period ended June 30, 2007 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2007.

 

NOTE 2.

USE OF ESTIMATES

 

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

NOTE 3.

CASH AND CASH EQUIVALENTS

 

For purpose of the unaudited condensed statements of cash flows, cash and cash equivalents include cash on hand and demand deposits with a bank with a maturity of less than 3 months.

 

NOTE 4.

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Statement of Financial Accounting Standards No. 107, “Disclosure About Fair Value of Financial Instruments,” requires certain disclosures regarding the fair value of financial instruments. Trade accounts receivable, accounts payable, and accrued liabilities are reflected in the financial statements at fair value because of the short-term maturity of the instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

 

The carrying value of cash and cash equivalents, accounts receivable (trade, related party and others), accounts payable (trade, related party and others) and accrued liabilities approximate their fair value because of the short-term nature of these instruments. The Company places its cash and cash equivalents with what it believes to be high credit quality financial institutions. The Company has a diversified customer base, most of which are in Europe, Japan, the United States and the PRC. The Company controls credit risk related to accounts receivable through credit approvals, credit limit and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

 

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NANJING CATCH-LUCK GARMENTS COMPANY LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2007 (UNAUDITED

 

NOTE 5.

RECLASSIFICATION

 

Certain 2006 balances in the Statements of Operations have been reclassified to conform with the 2007 presentation.

 

NOTE 6.

FOREIGN CURRENCY TRANSACTIONS

 

The Company maintains their accounting records in their functional currencies of Chinese Renminbi (“RMB”).

 

Foreign currency transactions during the period are translated to the functional currency at the approximate rates of exchange on the dates of transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the approximate rates of exchange at that date. No-monetary assets and liabilities are translated at the rates of exchange prevailing at the time the asset or liability was acquired. Exchange gains or losses are recorded in the statements of operations.

 

NOTE 7.

FOREIGN CURRENCY TRANSLATIONS

 

The financial statements of the Company (whose functional currency is the RMB) are translated into United States dollars using the closing rate method. The balance sheet items are translated into United States dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All exchange differences are recorded within equity.

 

NOTE 8.

COMPREHENSIVE INCOME

 

The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to United States dollars is reported as other comprehensive income in the statements of operations and stockholders’ equity.

 

NOTE 9.

SEGMENTS

 

The Company adopted Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS 131”). SFAS establishes standards for operating information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. SFAS 131 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decision how to allocate resources and assess performance. The information disclosed herein, materially represents all of the financial information related to the Company’s principal operating segments. The Company operates in a single segment.

 

NOTE 10.

RECENT ACCOUNTING PRONOUNMENTS

 

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109 (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. This Interpretation provides that the tax effects from an uncertain tax position can be recognized in the Company’s financial statements, only if the position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective as of the beginning of fiscal 2007, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. We do not expect the adoption of FIN 48 to have an impact on the Company’s results of operations or financial condition.

 

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NANJING CATCH-LUCK GARMENTS COMPANY LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2007 (UNAUDITED

 

NOTE 10.

RECENT ACCOUNTING PRONOUNMENTS (CONTINUED)

 

In September 2006, FASB issued Statement 157, Fair Value Measurements. This statement defines fair value and establishes a framework for measuring fair value in generally accepted accounting principles (GAAP). More precisely, this statement sets forth a standard definition of fair value as it applies to assets or liabilities, the principal market (or most advantageous market) for determining fair value (price), the market participants, inputs and the application of the derived fair value to those assets and liabilities. The effective date of this pronouncement is for all full fiscal and interim periods beginning after November 15, 2007. We do not expect the adoption of SFAS 157 to have an impact on the Company’s results of operations or financial condition.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 will become effective for us on January 1, 2008. The Company is currently evaluating the impact this new Standard, but believes that it will not have a material impact on the Company’s financial position.

 

NOTE 11.

INVENTORIES

 

Inventories at June 30, 2007 consisted of the following:

 

  Raw materials  $ 

65,492 

  Work-in-progress   

96,013 

  Finished goods   

287,887 

     

449,392 

  Less: provision of obsolescence   

-      

  Inventories, net  $ 

449,392 

 

NOTE 12.  

SHAREHOLDERS’ EQUITY

 

Registered capital

 

In accordance with the Articles of Association of the Company, the registered capital of the Company of $600,000 was fully contributed $454,874 in cash and $145,126 in machineries at cost as of November 4, 2002.

 

NOTE 13.

RELATED PARTY TRANSACTIONS

 

During 2007 and 2006, the Company sub-contracted certain manufacturing work valued at $51,131 to a related company which is controlled by a shareholder and director of the Company and $533,502 to two related companies which are controlled by a shareholder and director of the Company respectively. The Company provided the raw materials to the sub-contractors who charged the Company a fixed labor charge for the sub-contracting work.

 

During 2007 and 2006, the Company purchased raw materials valued at $49,511 and $15,645 respectively from a related company which is controlled by a shareholder and director of the Company.

 

As of June 30, 2007 the Company owed $255,058 to two related companies which are controlled by a shareholder and director of the Company for sub-contracting work done, raw material inventory purchased and rent paid.

 

During 2007 and 2006, the Company sold products and provided sub-contracting services totaling $447,257 to two related companies which are controlled by a shareholder and director of the Company and $643,182 to three related companies which are controlled by a shareholder and director of the Company respectively. As of June 30, 2007 accounts receivable from a related company amounted to $29,902 for products sold and sub-contracting services provided.

 

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NANJING CATCH-LUCK GARMENTS COMPANY LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2007 (UNAUDITED)

 

NOTE 13.

RELATED PARTY TRANSACTIONS (CONTINUED)

 

A related company which is controlled by a shareholder and director of the Company provides treasury services to the Company by negotiating all of the Company’s letters of credit and receiving proceeds thereon and paying creditors for inventory purchases made by the Company. As of June 30, 2007, Company is owed $1,012,538 from this related company.

 

During 2007 and 2006, the Company paid rent of $Nil and $9,375 respectively for factory and office spaces leased from a related company is controlled by a shareholder and director of the Company.

 

As of June 30, 2007, a related company owed the Company $1,658,007 for a short-term advance made. The advance is interest-free, unsecured and is repayable on demand.

 

NOTE 14.

CONCENTRATIONS AND RISKS

 

During 2007 and 2006, 100% of the Company’s assets were located in China.

 

The Company principally relied on two customers for its revenue during the six months ended June 30, 2007 and 2006, details of which are as follows:

    Customer A   Customer B  
 

For the period ended 

   
 

2007 

36 %  21 % 
 

2006 

43 %  12 % 


As of June 30, 2007, accounts receivable from those customers totaled $1,181,206.

 

The Company principally relied on one supplier for its raw material purchases during the six months ended June 30, 2007 and on two suppliers for its raw material purchases during the six months ended June 30, 2006, details of which are as follows:

 

    Supplier A   Supplier B  
 

During 

       
 

2007 

8 %     
 

2006 

11 %  10 % 


The following is geographic information on the Company’s revenue from third parties for the period ended June 30:

 

     

2007 

   

2006 

       
  Europe  $ 

7,206,515 

 

$ 

4,321,772 

  The United States of America   

830,623 

 

 

360,911 

  Japan   

395,466 

 

 

1,945,412 

  Other countries   

776,843 

 

 

389,183 

    $ 

9,209,447 

$

$ 

7,017,278 

 

 

 

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