ý |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
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o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Nevada
(State
or other jurisdiction of
incorporation
or organization)
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84-0601802
(I.R.S.
Employer
Identification
No.)
|
No.
485 Tengfei Third,
Shuangliu
Southwest Airport Economic Development Zone,
Shuangliu,
Chengdu
People’s
Republic of China, 610207
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N/A
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|
(Address
of principal executive offices)
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(Zip
Code)
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ITEM
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Page
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|||
PART
I
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FINANCIAL
INFORMATION
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|||
Item
1.
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Financial
Statements
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2 | ||
Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
13 | ||
Item
4T.
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Controls
and Procedures
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19 | ||
PART
II
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OTHER
INFORMATION
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|||
Item
1.
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Legal
Proceedings
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20 | ||
Item
2.
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Unregistered
Sales of Equity and Use of Proceeds
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20 | ||
Item
3.
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Defaults
Upon Senior Securities
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20 | ||
Item
4.
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Submission
of Matters to a Vote of Security Holders
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20 | ||
Item
5.
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Other
Information
|
20 | ||
Item
6.
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Exhibits
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20 | ||
Signatures
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21 |
March
31, 2009
(Unaudited)
|
December
31, 2008
(Audited)
|
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 1,544,091 | $ | 4,874,044 | ||||
Accounts
receivable
|
809,113 | 961,600 | ||||||
Inventories
|
7,326,473 | 7,496,477 | ||||||
Due
from related party
|
2,526,004 | 2,313,198 | ||||||
Deferred
tax assets
|
16,420 | 25,880 | ||||||
Prepaid
expenses and other sundry current assets
|
897,934 | 898,688 | ||||||
TOTAL
CURRENT ASSETS
|
13,120,035 | 16,569,887 | ||||||
PROPERTY,
MACHINERY AND MINING ASSETS, NET
|
21,507,245 | 19,549,909 | ||||||
NON-MARKETABLE
INVESTMENT
|
43,901 | - | ||||||
TOTAL
ASSETS
|
$ | 34,671,181 | $ | 36,119,796 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Short-term
loan
|
$ | 1,946,266 | $ | - | ||||
Accounts
payable – trade
|
782,686 | 876,221 | ||||||
- construction vendors
|
2,544,297 | 2,546,890 | ||||||
Due
to stockholders
|
6,305,885 | 9,032,382 | ||||||
Accrued
expenses and other sundry current liabilities
|
887,388 | 959,186 | ||||||
TOTAL
CURRENT LIABILITIES
|
12,466,522 | 13,414,679 | ||||||
LONG-TERM
DEBT
|
4,390,073 | 4,397,215 | ||||||
STOCKHOLDERS’
EQUITY:
|
||||||||
Preferred
stock, $.001 par value, 25,000,000 shares authorized,
0 shares issued and outstanding at March 31, 2009
and
December 31, 2008
|
$ | - | $ | - | ||||
Common
stock, $.001 par value, 100,000,000 shares authorized,
44,555,131 issued at outstanding at March 31, 2009 and
December
31, 2008
|
44,555 | 44,555 | ||||||
Additional
paid-in capital
|
17,548,085 | 17,347,905 | ||||||
Accumulated
deficit
|
(1,038,552 | ) | (383,221 | ) | ||||
Accumulated
other comprehensive income
|
1,260,498 | 1,298,663 | ||||||
TOTAL
STOCKHOLDERS’ EQUITY
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17,814,586 | 18,307,902 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ | 34,671,181 | $ | 36,119,796 |
|
Three Months Ended March 31, | |||
2009 | 2008 | ||
SALES
|
$
2,308,619
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$
1,909,707
|
|
COST
OF SALES
|
1,811,687
|
1,117,495
|
|
GROSS
PROFIT
|
496,932
|
792,212
|
|
OPERATING
EXPENSES:
|
|||
General
and administrative expenses
|
968,595
|
106,668
|
|
Selling
and marketing expenses
|
70,497
|
58,920
|
|
Research
and development expenses
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11,018
|
2,096
|
|
TOTAL
OPERATING EXPENSES
|
1,050,110
|
167,684
|
|
OPERATING
INCOME (LOSS)
|
(553,178)
|
624,528
|
|
Interest
income (expense)
|
(90,333)
|
7,075
|
|
INCOME
(LOSS) BEFORE PROVISION FOR INCOME TAXES
|
(643,511)
|
631,603
|
|
Provision
for income taxes
|
11,821
|
156,234
|
|
NET
INCOME (LOSS)
|
(655,332)
|
475,369
|
|
OTHER
COMPREHENSIVE INCOME (LOSS):
|
|||
Foreign
currency translation adjustment
|
(28,929)
|
570,600
|
|
COMPREHENSIVE
INCOME (LOSS)
|
$(684,261)
|
$
1,045,969
|
|
Basic
and diluted income (loss) per common share
|
$(0.01)
|
$0.01
|
|
Weighted
average number of common shares outstanding
|
44,555,131
|
44,555,131
|
|
|
||||||||
Three Months Ended March
31,
|
||||||||
2009 | 2008 | |||||||
OPERATING
ACTIVITIES:
|
||||||||
Net
income (loss)
|
$ | (655,332 | ) | $ | 475,369 | |||
Adjustments
to reconcile net income (loss) to net cash
|
||||||||
provided
by (used in) operating activities:
|
||||||||
Issuance
of stock options
|
200,180 | - | ||||||
Depreciation
and amortization
|
368,720 | 96,099 | ||||||
Deferred tax assets | 9,460 | |||||||
Changes in
assets and liabilities:
|
||||||||
(Increase)
decrease in -
|
||||||||
Accounts
receivable - trade
|
151,045 | (225,532 | ) | |||||
Inventories
|
157,766 | (3,356,432 | ) | |||||
Advance
for purchases
|
(229,880 | ) | (2,899,383 | ) | ||||
Prepaid
expenses and other sundry current assets
|
168,317 | 77,486 | ||||||
Accounts
payable – trade
|
(92,253 | ) | (331 | ) | ||||
-
construction
|
1,544 | - | ||||||
Accrued
expenses and other sundry current liabilities
|
(9,523 | ) | 163,782 | |||||
NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
70,044 | (5,668,942 | ) | |||||
INVESTING
ACTIVITIES:
|
||||||||
Investment
in third party company
|
(43,883 | ) | - | |||||
Acquisition
of property and equipment
|
(706,774 | ) | (4,042,609 | ) | ||||
Government
subsidy for acquisition of property and equipment
|
2,018,639 | - | ||||||
Acquisition
of land use rights
|
(3,666,306 | ) | - | |||||
Acquisition
of exploration rights
|
- | (219,206 | ) | |||||
Acquisition
of extraction rights
|
(2,589 | ) | (75,385 | ) | ||||
NET
CASH (USED IN) INVESTING ACTIVITIES
|
(2,400,913 | ) | (4,337,200 | ) | ||||
FINANCING
ACTIVITIES:
|
||||||||
Proceeds
from short-term borrowings
|
1,945,500 | - | ||||||
Capital
contribution
|
- | 6,805,911 | ||||||
Advance
from (payments to) stockholders
|
(2,727,610 | ) | 400,092 | |||||
Advance
from (payments to) related party
|
(216,478 | ) | 580,850 | |||||
NET
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
(998,588 | ) | 7,786,853 | |||||
EFFECT
OF EXCHANGE RATE ON CASH
|
(496 | ) | 62,652 | |||||
DECREASE
IN CASH AND CASH AND CASH EQUIVALENTS
|
(3,329,953 | ) | (2,156,637 | ) | ||||
CASH
AND CASH EQUIVALENTS – BEGINNING OF PERIOD
|
4,874,044 | 2,619,176 | ||||||
CASH
AND CASH EQUIVALENTS – END OF PERIOD
|
$ | 1,544,091 | $ | 462,539 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Interest
paid
|
$ | 69,563 | $ | 92,472 | ||||
Income
taxes paid
|
$ | 2,846 | $ | 156,235 | ||||
1
|
BASIS
OF PRESENTATION
|
Mineral
exploration costs are expensed according to the term of the license
granted to the Company. Extraction rights are stated at the
lower of cost and recoverable amount. When extraction rights
are obtained from the government according to the mining industry practice
in the PRC, extraction rights and other costs incurred prospectively to
develop the property are capitalized as incurred and are amortized using
the units-of-production (“UOP”) method over the estimated life of the
mineralized body based on estimated recoverable volume through to the end
of the period over which the Company has extraction rights. At
the Company’s underground mines, these costs include the cost of building
access ways, shaft sinking and access, lateral development, drift
development, ramps and infrastructure development.
Major
development costs incurred after the commencement of production are
amortized using the UOP method based on estimated recoverable volume in
mineralized material. To the extent that these costs benefit
the entire mineralized body, they are amortized over the estimated life of
the mineralized body. Costs incurred to access specific
mineralized blocks or areas that only provide benefit over the life of
that area are amortized over the estimated life of that specific
mineralized block or area. Interest cost allocable to the cost
of developing mining properties and to constructing new facilities, if
any, is capitalized until assets are ready for their intended
use.
|
March 31, 2009 | December 31, 2008 | |||||||
Raw
Materials
|
$ | 3,931,637 | $ | 4,351,326 | ||||
Work
in process
|
957,141 | 1,080,390 | ||||||
Finished
goods
|
2,437,695 | 2,064,761 | ||||||
$ | 7,326,473 | $ | 7,496,477 |
March
31, 2009
|
December
31, 2008
|
|||||||
March 2009
|
$0
|
$3,800,000
|
||||||
July
2009
|
4,805,418
|
2,912,558
|
||||||
November
2009
|
1,463,358
|
1,465,738
|
||||||
On
Demand
|
37,109
|
854,086
|
||||||
$6,305,885
|
$9,032,382
|
March 31 | ||||
2009 | 2008 | |||
U.S.
statutory rate
|
35%
|
35%
|
||
Tax
rate difference between PRC and U.S.
|
-10%
|
-2%
|
||
Net
loss carryforward from prior period
|
0%
|
-14%
|
||
GAAP
and Chinese tax law difference on
amortization
of intangibles
|
2%
|
-8%
|
||
Valuation
allowance
|
-29%
|
14%
|
||
Effective
tax rate
|
-2%
|
25%
|
Revenue
|
$ | - | $ | 2,308,619 | $ | - | $ | - | $ | 2,308,619 | ||||||||||
Operating
profit (loss)
|
(279,042 | ) | 100,008 | (14,438 | ) | (359,706 | ) | (553,178 | ) | |||||||||||
Depreciation
and amortization
|
319,575 | 45,082 | 4,063 | - | 368,720 | |||||||||||||||
Capital
expenditures
|
1,647,667 | 706,774 | 2,589 | - | 2,537,030 |
Three
Months Ended March 31,
|
|||||||||||
2009
|
2008
|
||||||||||
Sales
|
|
$ | 2,308,619 |
|
$ | 1,909,707 |
|
||||
Cost
of sales
|
1,811,687 | 1,117,495 | |||||||||
Gross
profit
|
496,932 | 792,212 | |||||||||
Expenses
|
|||||||||||
General
& administrative expenses (including non-cash stock compensation
expenses of $200,180 for the 3 months ended March in 2009)
|
968,595 | 106,668 | |||||||||
Selling
expenses
|
70,497 | 58,920 | |||||||||
Research
and development expenses
|
11,018 | 2,096 | |||||||||
Total
operating expenses
|
1,050,110 | 167,684 | |||||||||
Income
(Loss) from operations
|
(553,178 | ) | 624,528 | ||||||||
Interest
income (expenses)
|
(90,333 | ) | 7,075 | ||||||||
Income
(loss) before income taxes
|
(643,511 | ) | 631,603 | ||||||||
Provision
for income taxes
|
11,821 | 156,234 | |||||||||
Net
(loss) income
|
$ | (655,332 | ) | $ | 475,369 | ||||||
As
a Percentage of Sales
|
|||||||||||
Sales
|
100.0 | % | 100.0 | % | |||||||
Cost
of sales
|
78.5 | % | 58.8 | % | |||||||
Gross
profit
|
21.5 | % | 41.5 | % | |||||||
Expenses
|
|||||||||||
General
& administrative expenses
|
42.0 | % | 5.6 | % | |||||||
Selling
expenses
|
3.1 | % | 3.1 | % | |||||||
Research
and development expenses
|
0.5 | % | 0.1 | % | |||||||
Total
operating expenses
|
45.5 | % | 8.7 | % | |||||||
Income/(loss)
before income taxes
|
(27.9 | ) % | 33.1 | % | |||||||
Provision
for income taxes
|
0.5 | % | 8.2 | % | |||||||
Net
(loss) income
|
(28.4 | ) % | 25.0 | % |
Three
Months Ended March 31,
|
|||||||||||||
2009
|
2008
|
||||||||||||
Net
cash (used in) provided by operating activities
|
|
$ | 70,044 |
|
$ | (5,668,942 | ) |
|
|||||
Net
cash used in investing activities
|
|
|
(2,400,913 | ) |
|
|
(4,337,200 | ) |
|
||||
Net
cash (used in) provided by financing activities
|
|
|
(998,588 | ) |
|
|
7,786,853 |
|
|||||
Effect
of exchange rate changes on cash
|
|
|
(496 | ) |
|
|
62,652 |
|
|||||
Net
increase (decrease) in cash
|
|
$ | (3,329,953 | ) |
|
$ | 2,156,637 |
|
|||||
Cash
at beginning of period
|
|
|
4,874,044 |
??/FONT>
|
|
2,619,176 |
|
||||||
Cash
at end of period
|
|
$ | 1,544,091 |
|
$ | 462,539 |
|
Payments
due by Period (in $)
|
||||||||||||||||||||
Contractual
Obligations
|
Total
|
Less
Than 1 Year
|
1 – 3
Years
|
3 – 5
Years
|
More
Than
5
Years
|
|||||||||||||||
Loans
from shareholders
|
$
|
6,305,885
|
$
|
6,305,885
|
$
|
----
|
$
|
—
|
$
|
—
|
||||||||||
Long
term debt
|
$
|
4,390,073
|
$
|
--
|
$
|
4,390,073
|
—
|
—
|
||||||||||||
|
$
|
10,695,958
|
$
|
6,305,885
|
$
|
4,390,073
|
$
|
—
|
$
|
—
|
Incorporated by Reference
|
|||||||||||||
Exhibit
No
|
Exhibit Title
|
Filed
Herewith
|
Form
|
Exhibit
No.
|
File No.
|
Filing
Date
|
|||||||
31.1
|
Certification
of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
X
|
|||||||||||
31.2
|
Certification
of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
X
|
|||||||||||
32.1
|
Certification
of Chief Executive Officer and Principal Financial Officer pursuant to 18
U.S.C. § 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
X
|
Apollo
Solar Energy, Inc.
|