Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is ________, 2007
4
TABLE OF CONTENTS
PROSPECTUS SUMMARY
6
RISK FACTORS
9
USE OF PROCEEDS
24
DETERMINATION OF OFFERING PRICE
26
DILUTION AND COMPARATIVE DATA
26
DESCRIPTION OF BUSINESS
48
DESCRIPTION OF PROPERTY
57
LEGAL PROCEEDINGS
58
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
59
EXECUTIVE COMPENSATION
60
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
61
SECURITY OWNERSHIP OF CERTAIN BENE
FICIAL OWNERS AND MANAGEMENT
62
DESCRIPT
ION OF SECURITIES
64
DISCLOSURE OF COMMISSION POSITION ON
66
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
66
SELLING SHARE
HOLDER
66
PLAN OF DISTRIBUTION
67
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
71
FINANCIAL STATEMENTS
72
5
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read the entire prospectus carefully, especially the Risk Factors section and our financial statements and the related notes appearing at the end of this, before deciding to invest in our common stock. As used throughout this prospectus, the terms AIDA, the Company, we, us, and our refer to AIDA Pharmaceuticals, Inc.
AIDA PHARMACEUTICALS, INC.
Our Business
We develop, manufacture, market, license, and distribute pharmaceuticals primarily to hospitals in Mainland China. We have nine product lines including our main product, Etimicin Sulfate, the first antibiotic developed in China which we manufacture and market in powder, liquid and transfusion form.
Corporate Information
Our principal executive offices are located at 31 Dingjiang Road, Jianggan District, Hangzhou, China 310016. Our phone number at those officers is 86-571-85802712.
The Offering
Units offered by us:
1,200,000 units (1)
Common stock offered by selling shareholder:
1,300,000 shares
Common stock outstanding before the offering:
27,000,000 shares
Common stock outstanding after the offering:
assuming 25% subscription:
27,300,000 shares
assuming 50% subscription:
27,600,000 shares
assuming 100% subscription:
28,200,000 shares
(1) Each Unit consists of one share of common stock, one redeemable class A warrant and one redeemable class B warrant. The common stock will be immediately separately tradeable after the initial closing of this offering.
Warrants
Exercise Terms
Each redeemable class A warrant and redeemable class B warrant entitles the registered holder thereof to purchase, at any time from the date the warrants become separately tradeable, until _______, 2008 (one year after from the date hereof , one share of common stock at an exercise price of $2.50 and $3.00 per share, respectively, subject to adjustment. The class A warrants are exercisable for a period of one year from the date hereof and the class B warrants are exercisable for a period of two years from the date hereof.
Redemption
The redeemable class A warrants and redeemable class B warrants are redeemable by us, at a redemption price of $0.10 per warrant, upon at least 30 days' prior written notice, commencing on ______, 2008 (six months after the date hereof), if the average of the closing high bid prices of the common stock exceeds $3.00 or $3.50, respectively, for five consecutive trading days ending on the third day prior to the date on which notice of effect.
6
Estimated Use of Proceeds
We will not receive any of the proceeds resulting from the sale of the shares held by the selling security holder.
We may receive up to $2,640,000 from the shares being offered by AIDA. Proceeds in this offering will be used for:
|
|
|
|
·
|
Construction of GMP manufacturing facility for the new drug Rh-Apo2l
|
$
|
1,500,000
|
·
|
Marketing of products
|
$
|
500,000
|
·
|
Research and clinical trials of new drugs
|
$
|
490,000
|
·
|
Offering Expenses
|
$
|
150,000
|
·
|
Total
|
$
|
2,640,000
|
Summary Financial Data
You should read the following summary financial information together with the "Managements Discussion and Analysis" section of this prospectus as well as with our Financial Statements and Notes.
Summary Financial Information
The following tables summarize our consolidated financial data. The statement of operations data for the years ended December 31, 2005 and 2006 are derived from our audited consolidated financial statements, which are included in this prospectus. The statement of operations data for the six months ended June 30, 2007 and 2006, and the balance sheet data as of June 30, 2007 are derived from our unaudited condensed consolidated financial statements, which are included in this prospectus. You should read this data together with the information under Selected Consolidated Financial Data and Managements Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this prospectus and our consolidated financial statements and the notes thereto, included in this prospectus.
Statement of Income & Comprehensive Income Data:
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Six Months Ended
|
|
|
December 31,
|
|
June 30,
|
|
|
2006
|
|
2005
|
|
2006
|
|
2007
|
|
|
|
|
|
|
|
|
(Unaudited)
|
Revenues, Net
|
$
|
29,643,103
|
$
|
24,527,379
|
$
|
12,599,694
|
$
|
11,725,413
|
Cost of Goods Sold
|
|
14,081,040
|
|
8,333,619
|
|
6,554,934
|
|
6,583,254
|
Gross Profit
|
|
15,562,063
|
|
16,193,760
|
|
6,044,760
|
|
5,142,139
|
Income from Operations
|
|
3,936,278
|
|
2,120,003
|
|
918,236
|
|
835,332
|
Other income (expense)
|
|
(1,613,681)
|
|
(611,555)
|
|
137,043
|
|
666,153
|
Net Income (Loss)
|
|
1,453,584
|
|
1,468,335
|
|
411,942
|
|
(177,652)
|
Other Comprehensive Income
|
|
386,498
|
|
144,145
|
|
90,151
|
|
522,761
|
Comprehensive Income
|
|
1,738,047
|
|
1,564,912
|
|
472,343
|
|
207,100
|
Loss Per Share
|
|
0.06
|
|
0.06
|
|
0.02
|
|
(0.01)
|
Weighted Average Shares Outstanding
|
|
25,953,425
|
|
23,481,849
|
|
25,000,000
|
|
27,000,000
|
7
Balance Sheet Data:
|
|
|
|
|
|
|
As of
|
|
|
June 30, 2007
|
|
|
|
|
As Adjusted(1)
|
|
|
|
|
For Maximum
|
|
|
Actual
|
|
Offering
|
|
|
(Unaudited)
|
Current Assets
|
$
|
31,059,172
|
$
|
33,549,172
|
Long Term Assets
|
|
26,756,512
|
|
26,756,512
|
Total Assets
|
|
57,815,684
|
|
60,305,684
|
Current Liabilities
|
|
37,667,294
|
|
37,667,294
|
Long Term Liabilities
|
|
9,557,695
|
|
9,557,695
|
Total Liabilities
|
|
47,224,989
|
|
47,224,989
|
Retained Earnings
|
|
4,412,428
|
|
4,412,428
|
Accumulated Other Comprehensive Income
|
|
946,916
|
|
946,916
|
Total liabilities and Shareholders Equity
|
|
57,815,684
|
|
60,305,684
|
(1)
Reflects the sale of 1,200,000 units offered by us at an assumed public offering price of $2.20 per unit, after deducting estimated offering expenses of $150,000.
8
RISK FACTORS
The following are risk factors, which are directly related to our business, financial condition, and this offering. Investing in our securities involves a high degree of risk and you should not invest in the securities offered unless you can afford to lose your entire investment. You should read these risk factors in conjunction with other more detailed disclosures located elsewhere in this prospectus.
Risk Factors Related to Our Business
We must obtain additional financing to execute our business plan.
The revenues from the production and sale of our pharmaceutical products and the projected revenues from these products are not adequate to support our expansion and product development programs. We will need substantial additional funds to build our new production facilities, pursue further research and development, obtain regulatory approvals; file, prosecute, defend and enforce our intellectual property rights and market our products. We will seek additional funds through public or private equity or debt financing, strategic transactions and/or from other sources. We could enter into collaborative arrangements for the development of particular products that would lead to our relinquishing some or all rights to the related technology or products.
There are no assurances that future funding will be available on favorable terms or at all. If additional funding is not obtained, we will need to reduce, defer or cancel development programs, planned initiatives or overhead expenditures, to the extent necessary. The failure to fund our capital requirements would have a material adverse effect on our business, financial condition and results of operations.
Our limited operating history makes it difficult to evaluate our future prospects and results of operations
We have a limited operating history. Aida commenced operations in 1999. Accordingly, you should consider our future prospects in light of the risks and uncertainties experienced by early stage companies in evolving industries such as the pharmaceutical industry in China. Some of these risks and uncertainties relate to our ability to:
·
maintain our position as one of the market leaders in China;
·
offer new and innovative drugs to attract and retain a larger customer base;
·
attract additional customers and increase spending per customer;
·
increase awareness of our brand and continue to develop user and customer loyalty;
·
respond to competitive market conditions;
·
respond to changes in our regulatory environment;
·
manage risks associated with intellectual property rights;
·
maintain effective control of our costs and expenses;
·
raise sufficient capital to sustain and expand our business;
·
attract, retain and motivate qualified personnel; and
·
upgrade our technology to support additional research and development of new products.
If we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected.
9
We are currently dependent on our flagship product, Etimicin Sulfate. A reduction in revenues of Etimicin would cause our revenues to decline and could materially harm our business.
We are largely dependent on sales of our pillar product, Etimicin Sulfate (Etimicin). Revenues from sales of Etimicin accounted for 88% of our total revenues for the year ended December 31, 2006 and accounted for 69% of our revenues during the first six months of 2007. We are developing some new products which will account a large portion of our revenues in the future. We expect that sales of Etimicin will continue to comprise a substantial portion of our revenues in the coming two years.
Any reduction in revenues from Etimicin will have a direct negative impact on our business, financial condition and results of operations. Our Etimicin associated revenues could be adversely affected by a variety of factors, including:
·
increased competition;
·
new product introductions;
·
government-imposed pricing constraints;
·
intellectual property issues;
·
problems with raw materials supply;
·
disruptions in manufacturing or distribution; and
·
newly discovered safety issues.
Specifically during the first six months of 2007, we suffered a negative impact on our sales caused by a relatively rigorous industrial environment due to strict regulation policies, a personnel change at the SFDA, and market disorder created by patent infringement.
Due to our relative lack of product diversification, an investment in our Company may entail more risk than investments in companies that offer a wider variety of products or services. Despite our efforts, we may be unable to develop or acquire new products that would enable us to diversify our business and reduce our dependence on Etimicin.
We cannot assure you that our organic growth strategy will be successful.
One of our growth strategies is to grow organically through increasing the distribution and sales of our products by penetrating existing markets in China and entering new geographic markets in China as well as other parts of Asia and the United States. However, many obstacles to entering such new markets exist, including, but not limited to, international trade and tariff barriers, shipping and delivery costs, costs associated with marketing efforts abroad and maintaining attractive foreign exchange ratios. We cannot, therefore, assure you that we will be able to successfully overcome such obstacles and establish our products in any additional markets. Our inability to implement this organic growth strategy successfully may have a negative impact on our growth, future financial condition, results of operations or cash flows.
10
We cannot assure you that our acquisition growth strategy will be successful.
In addition to our organic growth strategy, we also expect to grow through strategic acquisitions. We intend to pursue opportunities to acquire businesses in China that are complementary or related in product lines and business structure to us. We may not be able to locate suitable acquisition candidates at prices that we consider appropriate or to finance acquisitions on terms that are satisfactory to us. If we do identify an appropriate acquisition candidate, we may not be able to negotiate successfully the terms of an
acquisition, or, if the acquisition occurs, integrate the acquired business into our existing business. Acquisitions of businesses or other material operations may require debt financing or additional equity financing, resulting in leverage or dilution of ownership. Integration of acquired business operations could disrupt our business by diverting management away from day-to-day operations. The difficulties of integration may be increased by the necessity of coordinating geographically dispersed organizations, integrating personnel with disparate business backgrounds and combining different corporate cultures. We also may not be able to maintain key employees or customers of an acquired business or realize cost efficiencies or synergies or other benefits we anticipated when selecting our acquisition candidates. In addition, we may need to record write-downs from future impairments of intangible assets, which could reduce our future reported earnings. At times, acquisition candidates may have liabilities or adverse operating issues that we fail to discover through due diligence prior to the acquisition. In addition to the above, acquisitions in China, including of state owned businesses, will be required to comply with laws of the People's Republic of China ("PRC"), to the extent applicable. There can be no assurance that any given proposed acquisition will be able to comply with PRC requirements, rules and/or regulations, or that we will successfully obtain governmental approvals which are necessary to consummate such acquisitions, to the extent required.
Our success depends on collaborative partners, licensees and other third parties over whom we have limited control.
Due to the complexity of the process of developing pharmaceuticals, our core business includes arrangements with pharmaceutical institutes, corporate and academic collaborators, licensors, licensees and others for the research, development, clinical testing, technology rights, manufacturing, marketing and commercialization of our products. There are no assurances that we will be able to establish or maintain collaborations that are important to our business on favorable terms, or at all.
A number of risks arise from our dependence on collaborative agreements with third parties. Product development and commercialization efforts could be adversely affected if any collaborative partner:
·
terminates or suspends its agreement with us;
·
causes delays;
·
fails to timely develop or manufacture in adequate quantities a substance needed in order to conduct clinical trials;
·
fails to adequately perform clinical trials;
·
determines not to develop, manufacture or commercialize a product to which it has rights; or
·
otherwise fails to meet its contractual obligations.
Our collaborative partners could pursue other technologies or develop alternative products that could compete with the products we are developing.
11
The profitability of our products depends in part on our ability to protect proprietary rights and operate without infringing the proprietary rights of others.
The profitability of our products depends in part on our ability to obtain and maintain patents and licenses and preserve trade secrets, and the period during which our intellectual property remains exclusive. We must also operate without infringing the proprietary rights of third parties and without third parties circumventing our rights. The patent positions of pharmaceutical enterprises, including ours, are uncertain and involve complex legal and factual questions for which important legal principles are largely unresolved. For example, no consistent policy has emerged regarding the breadth of biotechnology patent claims that are granted by the U.S. Patent and Trademark Office or enforced by the U.S. federal courts. In addition, the scope of the originally claimed subject matter in a patent application can be significantly reduced before a patent is issued. The patent situation outside the U.S. is even more uncertain, is currently undergoing review and revision in many countries, and may not protect our intellectual property rights to the same extent as the laws of the U.S. Because patent applications are maintained in secrecy in some cases, we cannot be certain that our licensors or we are the first creators of inventions described in our pending patent applications or patents or the first to file patent applications for such inventions.
Other companies may independently develop similar products and design around any patented products we develop. We cannot assure you that:
·
any of our patent applications will result in the issuance of patents;
·
we will develop additional patentable products;
·
the patents we have been issued will provide us with any competitive advantages;
·
the patents of others will not impede our ability to do business; or
·
third parties will not be able to circumvent our patents.
A number of pharmaceutical, research and academic companies and institutions have developed technologies, filed patent applications or received patents on technologies that may relate to our business. If these technologies, applications or patents conflict with ours, the scope of our current or future patents could be limited or our patent applications could be denied. Our business may be adversely affected if competitors independently develop competing technologies, especially if we do not obtain, or obtain only narrow, patent protection. If patents that cover our activities are issued to other companies, we may not be able to obtain licenses at a reasonable cost, or at all; develop our technology; or introduce, manufacture or sell the products we have planned.
Patent litigation is becoming widespread in the pharmaceutical industry. Such litigation may affect our efforts to form collaborations, to conduct research or development, to conduct clinical testing or to manufacture or market any products under development. There are no assurances that our patents would be held valid or enforceable by a court or that a competitors technology or product would be found to infringe our patents in the event of patent litigation. Our business could be materially affected by an adverse outcome to such litigation. Similarly, we may need to participate in interference proceedings declared by the U.S. Patent and Trademark Office or equivalent international authorities to determine priority of invention. We could incur substantial costs and devote significant management resources to defend our patent position or to seek a declaration that another companys patents are invalid.
Much of our know-how and technology may not be patentable, though it may constitute trade secrets. There are no assurances that we will be able to meaningfully protect our trade secrets. We cannot assure you that any of our existing confidentiality agreements with employees, consultants, advisors or collaborators will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure. Collaborators, advisors or consultants may dispute the ownership of proprietary rights to our technology, for example by asserting that they developed the technology independently.
12
We may not be able to get the certification of good manufacturing practices (GMP) for new products.
GMP Certificate is the regulatory requirement for pharmaceutical companies to obtain to maintain their qualification of manufacturing. The GMP certification is instructed and supervised by government authority. The certificate will expire after five years from issuing and the pharmaceutical company shall have to apply for re-inspection and for extension of the certificate once re-inspection result is satisfactory.
We have to obtain the GMP Certificate to qualify our manufacturing. But since there is uncertainty of obtaining the certificate, if we fail to get it, we have to reallocate our production capacity. It may adversely affect our performance.
We may encounter difficulties in manufacturing our products.
Before our products can be profitable, they must be produced in commercial quantities in a cost-effective manufacturing process that complies with regulatory requirements, including GMP, production and quality control regulations. If we cannot arrange for or maintain commercial-scale manufacturing on acceptable terms, or if there are delays or difficulties in the manufacturing process, we may not be able to conduct clinical trials, obtain regulatory approval or meet demand for our products. Production of our products could require raw materials which are scarce or which can be obtained only from a limited number of sources. If we are unable to obtain adequate supplies of such raw materials, the development, regulatory approval and marketing of our products could be delayed.
We could need more clinical trials or take more time to complete our clinical trials than we have planned.
Clinical trials vary in design by factors including dosage, end points, length, and controls. We may need to conduct a series of trials to demonstrate the safety and efficacy of our products. The results of these trials may not demonstrate safety or efficacy sufficiently for regulatory authorities to approve our products. Further, the actual schedules for our clinical trials could vary dramatically from the forecasted schedules due to factors including changes in trial design, conflicts with the schedules of participating clinicians and clinical institutions, and changes affecting product supplies for clinical trials.
We rely on collaborators, including academic institutions, governmental agencies and clinical research organizations, to conduct, supervise, monitor and design some or all aspects of clinical trials involving our products. Since these trials depend on governmental participation and funding, we have less control over their timing and design than trials we sponsor. Delays in or failure to commence or complete any planned clinical trials could delay the ultimate timelines for our product releases. Such delays could reduce investors confidence in our ability to develop products, likely causing our share price to decrease.
We may not be able to obtain the regulatory approvals or clearances that are necessary to commercialize our products.
The Peoples Republic of China (PRC) and other countries impose significant statutory and regulatory obligations upon the manufacture and sale of pharmaceutical products. Each regulatory authority typically has a lengthy approval process in which it examines pre-clinical and clinical data and the facilities in which the product is manufactured. Regulatory submissions must meet complex criteria to demonstrate the safety and efficacy of the ultimate products. Addressing these criteria requires considerable data collection, verification and analysis. We may spend time and money preparing regulatory submissions or applications without assurances as to whether they will be approved on a timely basis or at all.
13
Our product candidates, some of whom are currently in the early stages of development, will require significant additional development and pre-clinical and clinical testing prior to their commercialization. These steps and the process of obtaining required approvals and clearances can be costly and time-consuming. If our potential products are not successfully developed, cannot be proven to be safe and effective through clinical trials, or do not receive applicable regulatory approvals and clearances, or if there are delays in the process:
·
the commercialization of our products could be adversely affected;
·
any competitive advantages of the products could be diminished; and
·
revenues or collaborative milestones from the products could be reduced or delayed.
Governmental and regulatory authorities may approve a product candidate for fewer indications or narrower circumstances than requested or may condition approval on the performance of post-marketing studies for a product candidate. Even if a product receives regulatory approval and clearance, it may later exhibit adverse side effects that limit or prevent its widespread use or that force us to withdraw the product from the market.
Any marketed product and its manufacturer will continue to be subject to strict regulation after approval. Results of post-marketing programs may limit or expand the further marketing of products. Unforeseen problems with an approved product or any violation of regulations could result in restrictions on the product, including its withdrawal from the market and possible civil actions.
In manufacturing our products we will be required to comply with applicable good manufacturing practices regulations, which include requirements relating to quality control and quality assurance, as well as the maintenance of records and documentation. If we cannot comply with regulatory requirements, including applicable good manufacturing practice requirements, we may not be allowed to develop or market the product candidates. If we or our manufacturers fail to comply with applicable regulatory requirements at any stage during the regulatory process, we may be subject to sanctions, including fines, product recalls or seizures, injunctions, refusal of regulatory agencies to review pending market approval applications or supplements to approve applications, total or partial suspension of production, civil penalties, withdrawals of previously approved marketing applications and criminal prosecution.
Competitors may develop and market pharmaceutical products that are less expensive, more effective or safer, making our products obsolete or uncompetitive.
Some of our competitors and potential competitors have greater product development capabilities and financial, scientific, marketing and human resources than we do. Technological competition from pharmaceutical companies is intense and is expected to increase. Other companies have developed technologies that could be the basis for competitive products. Some of these products have an entirely different approach or means of accomplishing the desired curative effect than products we are developing. Alternative products may be developed that are more effective, work faster and are less costly than our products. Competitors may succeed in developing products earlier than us, obtaining approvals and clearances for such products more rapidly than us, or developing products that are more effective than ours. In addition, other forms of treatment may be competitive with our products. Over time, our technology or products may become obsolete or uncompetitive.
Our products may not gain market acceptance.
Our products may not gain market acceptance in the medical community. The degree of market acceptance of any product depends on a number of factors, including establishment and demonstration of clinical efficacy and safety, cost-effectiveness, clinical advantages over alternative products, and marketing and distribution support for the products. Limited information regarding these factors is available in connection with our products or products that may compete with ours.
14
To directly market and distribute our pharmaceutical products, we or our collaborators require a marketing and sales force with appropriate technical expertise and supporting distribution capabilities. We may not be able to further establish sales, marketing and distribution capabilities or enter into arrangements with third parties on acceptable terms. If we or our partners cannot successfully market and sell our products, our ability to generate revenue will be limited.
Our operations and the use of our products could subject us to damages relating to injuries or accidental contamination.
Our research and development processes may involve the controlled use of hazardous materials. We are subject to federal, provincial and local laws and regulations governing the use, manufacture, storage, handling and disposal of such materials and waste products. The risk of accidental contamination or injury from handling and disposing of such materials cannot be completely eliminated. In the event of an accident involving hazardous materials, we could be held liable for resulting damages. We are not insured with respect to this liability. Such liability could exceed our resources. In the future, we could incur significant costs to comply with environmental laws and regulations.
If we were successfully sued for product liability, we could face substantial liabilities that may exceed our resources.
We may be held liable if any product we develop causes injury or is found unsuitable during product testing, manufacturing, marketing, sale or use. These risks are inherent in the development of pharmaceutical products. We currently do not have product liability insurance. We are not insured with respect to this liability. If we choose to obtain product liability insurance but cannot obtain sufficient insurance coverage at an acceptable cost or otherwise protect against potential product liability claims, the commercialization of products that we develop may be prevented or inhibited. If we are sued for any injury caused by our products, our liability could exceed our total assets.
We have limited business insurance coverage.
The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products. We do not have any business liability or disruption insurance coverage for our operations in China. Any business disruption, litigation or natural disaster may result in our incurring substantial costs and the diversion of our resources.
We may have difficulty defending our intellectual property rights from infringement.
We regard our service marks, trademarks, trade secrets, patents and similar intellectual property as critical to our success. We rely on trademark, patent and trade secret law, as well as confidentiality and license agreements with certain of our employees, customers and others to protect our proprietary rights. We have received trademark and patent protection for certain of our products in the People's Republic of China. No assurance can be given that our patents and licenses will not be challenged, invalidated, infringed or circumvented, or that our intellectual property rights will provide competitive advantage to us. There can be no assurance that we will be able to obtain a license from a third-party technology that we may need to conduct our business or that such technology can be licensed at a reasonable cost. Presently we sell our products mainly in China. To the extent that we market our products in other countries, we may have to take additional action to protect our intellectual property. The measures we take to protect our proprietary rights may be inadequate and we cannot give you any assurance that our competitors will not independently develop formulations and processes that are substantially equivalent or superior to our own or copy our products.
15
If our products infringe the intellectual property rights of third parties, we may incur substantial liabilities, and we may be unable to sell these products.
Our commercial success depends significantly on our ability to operate without infringing the patents and other proprietary rights of third parties. Under the PRC Patent Law promulgated by the Peoples Congress in March 1984 and later revised in September 1992 and August 2000, patent applications are maintained in confidence until their publication 18 months from the filing date. The publication of discoveries in the scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries were made and patent applications are filed. China adopts the first-to-file system under which whoever first files a patent application (instead of the one who makes first actual discoveries) will be awarded the patent. By contrast, U.S. patent law endorses the first-to-invent system under which whoever makes the first actual discovery will be awarded the patent. Under the first-to-file system, even after reasonable investigation we may not know with certainty whether we have infringed a third partys patent because such third party may have filed a patent application without our knowledge while we are still developing that product. We are aware of intellectual property rights held by third parties that relate to products or technologies we are developing. For example, we are aware of a patent held by a third party that may relate to our product. We believe, as to each claim in this patent, that we either do not infringe the claim of the patent or that the claim is invalid. While the validity of issued patents, patentability of pending patent applications and applicability of any of them to our programs are uncertain, if asserted against us, any related patent rights could adversely affect our ability to commercialize our products.
If a third party claims that we infringe its proprietary rights, any of the following may occur:
·
we may become involved in time-consuming and expensive litigation, even if the claim is without merit;
·
we may become liable for substantial damages for past infringement if a court decides that our technology infringes a third partys patent;
·
a court may prohibit us from selling or licensing our product without a license from the patent holder, which may not be available on commercially acceptable terms, if at all, or which may require us to pay substantial royalties or grant cross licenses to our patents; and
·
we may have to reformulate our product so that it does not infringe patent rights of others, which may not be possible or could be very expensive and time-consuming.
Although to date we have not experienced any of the circumstances listed above, if any of these events occurs, our business will suffer and the market price of our stock could decline.
Our success depends on attracting and retaining qualified personnel.
We depend on a core management and scientific team. The loss of any of these individuals could prevent us from achieving our business objective of commercializing our product candidates. Our future success will depend in large part on our continued ability to attract and retain other highly qualified scientific, technical and management personnel, as well as personnel with expertise in clinical testing and government regulation. We face competition for personnel from other companies, universities, public and private research institutions, government entities and other organizations. If our recruitment and retention efforts are unsuccessful, our business operations could suffer.
16
We may incur significant costs to ensure compliance with U.S. corporate governance and accounting requirements.
We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
Risks Related to Our Corporate Structure
PRC laws and regulations governing our businesses and the validity of certain of our contractual arrangements are uncertain. If we are found to be in violation, we could be subject to sanctions. In addition, changes in such PRC laws and regulations may materially and adversely affect our business.
There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business. We may be considered a foreign person or foreign invested enterprise under PRC law. As a result, we would be subject to PRC law limitations on foreign ownership of Chinese companies. These laws and regulations are relatively new and may be subject to change, and their official interpretation and enforcement involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.
The PRC government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new PRC laws or regulations on our business. We cannot assure you that our current ownership and operating structure would not be found in violation of any current or future PRC laws or regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations.
We may be adversely affected by complexity, uncertainties and changes in PRC regulation of pharmaceutical business and companies, including limitations on our ability to own key assets.
The PRC government regulates the pharmaceutical industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the pharmaceutical industry. These laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be a violation of applicable laws and regulations. Issues, risks and uncertainties relating to PRC government regulation of the pharmaceutical industry include uncertainties relating to the regulation of the pharmaceutical business in China, including evolving licensing practices, which means that permits, licenses or operations at our Company may be subject to challenge. This may disrupt our business, or subject us to sanctions, requirements to increase capital or other conditions or enforcement, or compromise enforceability of related contractual arrangements, or have other harmful effects on us.
17
Risks Related to Doing Business in China
Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.
Substantially all of our business operations are conducted in China. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in China. Chinas economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 20 years, growth has been uneven across different regions and among various economic sectors of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. Since early 2004, the PRC government has implemented certain measures to control the pace of economic growth. Such measures may cause a decrease in the level of economic activity in China, which in turn could adversely affect our results of operations and financial condition.
If PRC law were to phase out the preferential tax benefits currently being extended to foreign invested enterprises, we would have to pay more taxes, which could have a material and adverse effect on our financial condition and results of operations.
Under PRC laws and regulations, Aida enjoys preferential tax benefits as a foreign invested enterprise. If the PRC law were to phase out preferential tax benefits currently granted to Aida, we would be subject to the standard statutory tax rate, which currently is 33%. Loss of this preferential tax treatment could have a material and adverse effect on our financial condition and results of operations.
Aida is subject to restrictions on making payments to us.
We are a holding company incorporated in the State of Nevada, United States of America and do not have any assets or conduct any business operations other than our investments in our subsidiary companies in China. As a result of our holding company structure, we rely entirely on payments from our subsidiary companies in China. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of China. We may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency. See Government control of currency conversion may affect the value of your investment. Furthermore, if our affiliated entities in China incur debt on their own in the future, the instruments governing the debt may restrict their ability to make payments. If we are unable to receive all of the revenues from our operations through dividends or other arrangements, we may be unable to pay dividends on our common stock.
Uncertainties with respect to the PRC legal system could adversely affect us.
We conduct our business primarily through our affiliated Chinese entities, including principally Aida. Our operations in China are governed by PRC laws and regulations. We are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value.
18
Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until some time after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws against us, our management or our named experts.
We conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, all of our senior executive officers reside within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon our senior executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover, we have been advised that the PRC does not have treaties with the United States or many other countries providing for the reciprocal recognition and enforcement of judgment of courts.
Governmental control of currency conversion may affect the value of your investment.
The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in RMB. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries and our affiliated entity to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.
Fluctuation in the value of RMB may have a material adverse effect on your investment.
The value of RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Our revenues and costs are mostly denominated in RMB, while some of our financial assets are denominated in U.S. dollars. We rely entirely on fees paid to us by our affiliated entity in China. Any significant fluctuation in value of RMB may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our stock in U.S. dollars. For example, an appreciation of RMB against the U.S. dollar would make any new RMB denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into RMB for such purposes. An appreciation of RMB against the U.S. dollar would also result in foreign currency translation losses for financial reporting purposes when we translate our U.S. dollar denominated financial assets into RMB, as RMB is our functional currency.
19
We face risks related to health epidemics and other outbreaks.
Our business could be adversely affected by the effects of SARS or another epidemic or outbreak. China reported a number of cases of SARS in April 2004. Any prolonged recurrence of SARS or other adverse public health developments in China may have a material adverse effect on our business operations. For instance, health or other government regulations adopted in response may require temporary closure of our production facilities or of our offices. Such closures would severely disrupt our business operations and adversely affect our results of operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak of SARS or any other epidemic.
Risk Factors Related to this Offering
Our common stock, redeemable class A warrant and redeemable class B warrant prices may fall upon the future sale of additional shares of our common stock.
Future sales of our common stock in the public market, or even the possibility of such sales, may materially and adversely affect the market price of our common stock, redeemable class A warrants and redeemable class B warrants. There were 27,000,000 shares of common stock outstanding before this offering. Substantially all of such shares are "restricted securities" within the meaning of Rule 144 of the Securities Act of 1933. All of these restricted shares of our common stock will become eligible for resale under Rule 144 within one year from the day that the shares offered herein are deemed "effective" by the Securities and Exchange Commission.
Redemption of redeemable class A warrants and/or redeemable class B warrants could deprive you of your right to exercise your warrants.
The redeemable class A warrants and redeemable class B warrants
are redeemable by us, at a redemption price of $0.10 per warrant, upon at least 30 days' prior written notice, commencing on _______, 2008 (six months after the date hereof), if the average of the closing high bid prices of the common stock exceeds $3.00 or $3.50, respectively, for five consecutive trading days ending on the third day prior to the date on which notice took effect. If the redeemable class A warrants and/or redeemable class B warrants
are redeemed, the holders will lose their right to exercise their warrants except during such 30 day redemption period. Redemption of the redeemable class A warrants and/or redeemable class B warrants
could force the holders to exercise the warrants at a time when it may be disadvantageous for the holders to do so or to sell the warrants at the then current market value.
Unless the price of our common stock trades above $3.00, you may never have an opportunity to exercise your redeemable class A warrants or redeemable class B warrants, resulting in a complete loss of their value.
The redeemable class A warrants and redeemable class B warrants are exercisable at prices of $3.00 and $3.50 per share, respectively. Unless our common stock trades above that price, you will have no incentive to exercise the warrants. If our common stock does not trade above $3.00 or $.50 per share within five years, there would be no reason for you to exercise the warrants and they will become worthless.
To date, we have not paid any cash dividends 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 we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We intend to retain all earnings for the Companys operations.
20
The application of the penny stock rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.
As long as the trading price of our common shares is below $5 per share, the open-market trading of our common shares will be subject to the penny stock rules. The penny stock rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchasers written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our common shares, and may result in decreased liquidity for our common shares and increased transaction costs for sales and purchases of our common shares as compared to other securities.
Our common shares are thinly traded and, you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
The Company cannot predict the extent to which an active public market for its common stock will develop or be sustained. However, the Company does not rule out the possibility of applying for listing on the Nasdaq National Market or other exchanges.
Our common shares have been sporadically or thinly-traded on the Over-the-Counter Bulletin Board since only September 28, 2005, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.
The market price for our common stock is particularly volatile given our status as a relatively small company with a small and thinly traded float and lack of current revenues 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.
21
The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are 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 that 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 its share price. Secondly, we are a speculative or risky investment due to our lack of revenues or profits to date and uncertainty of future market acceptance for our current and potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.
The following factors may add to the volatility in the price of our common shares: actual or anticipated variations in our quarterly or annual operating results; adverse outcomes; additions or departures of our key personnel; as well as other items discussed under this Risk Factors section, and elsewhere in this Prospectus. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price. However, the Company does not rule out the possibility of applying for listing on the Nasdaq National Market or other exchanges.
Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.
Volatility in our common share price may subject us to securities litigation.
The limited market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert managements attention and resources.
22
Our corporate actions are substantially controlled by our principal shareholders.
Our principal shareholders own the majority of our outstanding common stock. These shareholders, acting individually or as a group, exert substantial influence over matters such as electing directors and approving mergers or other business combination transactions. In addition, because of the percentage of ownership and voting concentration in these principal shareholders, elections of our board of directors will generally be within the control of these shareholders. While all of our shareholders are entitled to vote on matters submitted to our shareholders for approval, the concentration of shares and voting control presently lies with these principal shareholders. As such, it would be difficult for shareholders to propose and have approved proposals not supported by management. There can be no assurances that matters voted upon by our officers and directors in their capacity as shareholders will be viewed favorably by all shareholders of the Company.
The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers and employees.
Our articles of incorporation do not contain any specific provisions that eliminate the liability of our directors for monetary damages to our Company and shareholders; however, we intend to give such indemnification to our directors and officers to the extent provided by Nevada law. We may also have contractual indemnification obligations under our employment agreements with our officers. The foregoing indemnification obligations could result in our Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our Company 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 our directors and officers even though such actions, if successful, might otherwise benefit our Company and shareholders.
Legislative actions, higher insurance costs and potential new accounting pronouncements may impact our future financial position and results of operations.
There have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and there may potentially be new accounting pronouncements or additional regulatory rulings that will have an impact on our future financial position and results of operations. The Sarbanes-Oxley Act of 2002 and other rule changes as well as proposed legislative initiatives following the Enron bankruptcy are likely to increase general and administrative costs and expenses. In addition, insurers are likely to increase premiums as a result of high claims rates over the past several years, which we expect will increase our premiums for insurance policies, which we may seek to purchase. Further, there could be changes in certain accounting rules. These and other potential changes could materially increase the expenses we report under generally accepted accounting principles, and adversely affect our operating results.
We may need additional capital, and the sale of additional shares or other equity securities could result in additional dilution to our shareholders.
We may, 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 a credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of 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 us, if at all.
23
Forward-Looking Statements
You should carefully consider the risk factors set forth above, as well as the other information contained in this prospectus. This prospectus contains forward-looking statements about our expectations and plans, anticipated future events and conditions, estimates, and financial trends, which may affect our plan of operation, business strategy, operating results, and financial position. These forward-looking statements can be identified by the use of words such as "believes," "estimates," "could," "possibly," "probably," "anticipates," "projects," "expects," "may," or "should" or other variations or similar words. You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the risk factors section and elsewhere in this prospectus identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds for those shares sold by selling shareholder. We may receive up to $2,640,000 for the sale of the 1,200,000 units additional shares we are offering.
The net proceeds to be realized by us from this offering, after deducting $150,000 in estimated expenses related to this offering is up to $2,490,000.
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|
|
|
|
|
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TABLE OF USE OF PROCEEDS
|
|
|
|
|
|
|
|
|
|
Assumes
|
|
Assumes
|
|
Assumes
|
|
|
Sale of
|
|
Sale of
|
|
Sale of
|
|
|
25% of
|
|
50% of
|
|
100% of
|
|
|
Offering
|
|
Offering
|
|
Offering
|
|
|
|
|
|
|
|
Total Proceeds
|
$
|
660,000
|
$
|
1,320,000
|
$
|
2,640,000
|
Less: offering expenses
|
$
|
150,000
|
$
|
150,000
|
$
|
150,000
|
|
|
|
|
|
|
|
Net Proceeds from Offering Available
|
$
|
510,000
|
$
|
1,170,000
|
$
|
2,490,000
|
|
|
|
|
|
|
|
Construction of GMP manufacturing
|
|
|
|
|
|
|
Facility for new drug Rh-Apo2l.(1)
|
$
|
510,000
|
$
|
1,170,000
|
$
|
1,500,000
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Marketing of Rh-Apo2l and Etimicin (2)
|
$
|
0
|
$
|
0
|
$
|
500,000
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Research & clinical trials of new drugs
|
|
|
|
|
|
|
including Vasostatin-Apo2l
|
$
|
0
|
$
|
0
|
$
|
490,000
|
|
|
|
|
|
|
|
Total Use of Proceeds
|
$
|
510,000
|
$
|
1,170,000
|
$
|
2,490,000
|
(1)
Rh-Apo2l is being evaluated in a Phase II trial as a biopharmaceutical potential cancer therapeutic. We plan to complete clinical trials around the end of this year and get production approval in the first half of 2008 if we can get such approval from SFDA as expected. A GMP certified manufacturing facility is a necessity of obtaining the production approval.
(2)
We expect to spend $500,000 for the marketing of Rh-Apo2l and Etimicin.
(3)
We expect to spend $490,000 for research and clinical trials of our new drugs including Vasostatin-Apo2l.
24
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our common stock is currently quoted on the OTC Bulletin Board under the symbol AIDA.OB For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
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CLOSING BID
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CLOSING ASK
|
|
High
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Low
|
High
|
Low
|
2005
|
|
|
|
|
September 14 through September 30 (first available)
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None
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None
|
None
|
None
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October 3 through November 29
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$0.35
|
$0.15
|
$0.45
|
$0.23
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November 30 through December 30
|
$1.30
|
$0.51
|
$1.90
|
$1.30
|
|
|
|
|
|
2006
|
|
|
|
|
January 3 through March 31
|
$1.90
|
$0.67
|
$2.50
|
$1.75
|
April 3 through June 30
|
$1.97
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$1.01
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$2.00
|
$1.07
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July 3 through Sept. 29
|
$1.46
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$0.70
|
$1.50
|
$0.75
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October 2 through December 29
|
$1.80
|
$0.85
|
$1.82
|
$0.97
|
|
|
|
|
|
2007
|
|
|
|
|
January 2 through March 30
|
$2.17
|
$1.11
|
$2.18
|
$1.15
|
April 2 though June 29
|
$1.46
|
$0.96
|
$1.59
|
$1.00
|
The shares quoted are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15(g)9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Trading in the shares is subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, the monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker dealers to trade and/or maintain a market in the Companys common stock and may affect the ability of stockholders to sell their shares.
25
Holders
As of September 20, 2007, the approximate number of stockholders of record of the Common Stock of the Company was 55. We have 27,000,000 shares issued and outstanding as of the date of this prospectus.
Dividends
We have not declared any dividends to date. We have no present intention of paying any cash dividends on our common stock in the foreseeable future, as we intend to use earnings, if any, to generate growth. The payment by us of dividends, if any, in the future, rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements and our financial condition, as well as other relevant factors. There are no material restrictions in our certificate of incorporation or bylaws that restrict us from declaring dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
DETERMINATION OF OFFERING PRICE
We have proposed a selling price of $2.20 per share. The offering price has no relationship to any established criteria of value, such as book value or earnings per share. Consequently, we cannot determine what the actual value of our common stock will be either now or at the time of sale. The selling security holder may sell all or a portion of their shares in the over-the-counter market at prices prevailing at the time of sale, or related to the market price at the time of sale, or at other negotiated prices.
DILUTION AND COMPARATIVE DATA
The difference between the public offering price per share of common stock, and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of common stock which may be converted into cash), by the number of outstanding shares of our common stock.
As of June 30, 2007, our net tangible book value was $1,172,792, or approximately $0.04 per share of common stock. After giving effect to the sale of the maximum offering of 1,200,000 shares of common stock, and the deduction of estimated expenses of this offering, our pro forma net tangible book value at June 30, 2007, would have been $3,662,792, or $0.13 per share, representing an immediate increase in net tangible book value of $0.09 per share to initial stockholders and an immediate dilution of $2.07 per share to new investors.
26
The net tangible book value is derived from our balance sheet data of June 30, 2007 as follows:
|
|
|
|
|
|
Total Assets
|
$
|
57,815,684
|
Less: Land Use Rights, net
|
|
3,803,110
|
Patents, net
|
|
5,614,793
|
Tangible Assets
|
|
48,397,781
|
Less: Total Liabilities
|
|
47,224,989
|
Net Tangible Book Value
|
|
1,172,792
|
Common Shares Outstanding
|
|
27,000,000
|
Net Tangible Book Value Per Share
|
|
0.04
|
The following table illustrates the dilution to the new investors on a per-share basis, assuming no value is attributed to the warrants included in the Units:
|
|
|
|
|
Public Offering Price
|
$
|
-
|
$
|
2.20
|
Net Tangible book value before this
|
|
|
|
|
offering
|
|
1,172,792
|
|
0.04
|
Increase attributable to new investors
|
|
2,490,000
|
|
2.20
|
|
|
|
|
|
Pro forma net tangible book value after
|
$
|
3,662,792
|
$
|
0.13
|
this offering
|
|
|
|
|
Dilution to new investors
|
$
|
-
|
$
|
2.07
|
The pro forma net tangible book value after the offering is calculated as follows:
|
|
|
Numerator:
|
|
Net tangible book value (deficiency) before this offering
|
$
|
1,172,792
|
Proceeds from the offering (maximum)
|
|
2,490,000
|
|
|
3,662,792
|
|
|
|
Denominator:
|
|
|
Shares of common stock outstanding prior to this offering
|
|
27,000,000
|
Shares of common stock included in the units offered(maximum)
|
|
1,200,000
|
|
|
28,200,000
|
The following table sets forth with respect to the existing shareholders, a comparison of the number of shares of Common Stock owned by the existing shareholders, the number of common stock to be purchased from the Company by the purchasers of the Units offered hereby and the respective aggregate consideration paid to the Company and the average price per share:
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assuming Maximum Offering:
|
|
|
|
|
|
|
|
|
|
Shares Purchase
|
|
Total Consideration
|
|
Average Price Per
|
|
|
|
Number
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Existing shareholders(1)
|
|
|
27,000,000
|
|
|
95.74%
|
|
$
|
5,231,352
|
|
|
67.75%
|
|
$
|
0.19
|
|
New investors
|
|
|
1,200,000
|
|
|
4.26%
|
|
|
2,490,000
|
|
|
32.25%
|
|
|
2.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
28,200,000
|
|
|
100.00%
|
|
$
|
7,721,352
|
|
|
100.00%
|
|
$
|
0.27
|
|
|
|
(1)
|
Includes 11,620,425 shares of common stock issued to officers, directors and affiliated persons.
|
CAPITALIZATION
The following table summarizes our long-term obligations and capitalization as of June 30, 2007, and as adjusted as of that date to reflect our sale of 1,200,000 units and our application of the estimated net proceeds, and after deducting the estimated offering expenses. The information in the table assumes an initial public offering price of $2.20 per unit. The information in the table should be read in conjunction with the more detailed combined financial statements and notes presented elsewhere in this prospectus.
|
|
|
|
|
|
|
June 30, 2007
|
|
|
|
|
|
|
|
Actual
|
|
As Adjusted
|
|
|
|
|
|
Long-term obligations, less current portion
|
$
|
47,224,989
|
$
|
47,224,989
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
Common stock, $0.001 par value, 75,000,000 shares
|
|
|
|
|
authorized, 27,000,000 shares issued and
|
|
|
|
|
outstanding at June 30, 2007; 28,200,000 shares
|
|
|
|
|
issued and outstanding, as adjusted
|
|
27,000
|
|
28,200
|
Additional paid-in capital
|
|
5,024,232
|
|
7,693,152
|
Retained earnings (the restricted portion is $998,149
|
|
|
|
|
at June 30, 2007)
|
|
4,412,427
|
|
4,412,427
|
Accumulated and other comprehensive income
|
|
946,916
|
|
946,916
|
Total shareholders' equity
|
|
10,590,695
|
|
13,080,695
|
|
|
|
|
|
Total Liabilities and shareholders equity
|
$
|
57,815,684
|
$
|
60,305,684
|
Additional information about financial presentation options and warrants. Unless this prospectus indicates otherwise, all information presented in this prospectus assumes no exercise of the class A warrants or class B warrants.
28
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Preliminary Note Regarding Forward-Looking Statements
.
We have included forward-looking statements in this Prospectus. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward looking statements. Without limiting the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "estimate", "plan" or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors. Factors that might cause forward-looking statements to differ materially from actual results include, among other things, overall economic and business conditions, demand for the Company's products, competitive factors in the industries in which we compete or intend to compete, natural gas availability and cost and timing, impact and other uncertainties of our future acquisition plans.
Critical Accounting Estimates
We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our consolidated financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.
We recognize revenue in accordance with Staff Accounting Bulletin ("SAB") No. 104. All of the following criteria must exist in order for us to recognize revenue:
1. Persuasive evidence of an arrangement exists;
2. Delivery has occurred or services have been rendered;
3. The seller's price to the buyer is fixed or determinable; and
4. Collectibility is reasonably assured.
For fixed-priced refundable contracts, the Company recognizes revenue on a completion basis. Progress payments received/receivables are recognized as revenue only if the specified criteria is achieved, accepted by the customer, confirmed not refundable and continued performance of future research and development services related to the criteria are not required.
We have identified one policy area as critical to the understanding of our consolidated financial statements. The preparation of our consolidated financial statements 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 sales and expenses during the reporting periods. With respect to net realizable value of the Company's accounts receivable and inventories, significant estimation judgments are made and actual results could differ materially from these estimates
For the three and six months ended June 30, 2007, management of the Company provided a reserve on its accounts receivable to reflect managements expectation on the collectibility of aged accounts receivable. Managements estimation of the reserve on accounts receivable at June 30, 2007 was based on the current facts that there are aged accounts receivable. Management has assessed the customers ability to continue to pay the outstanding invoices timely, and whether their financial position will deteriorate significantly in the future which would result in their inability to pay their debts to the Company.
29
For the three and six months ended June 30, 2007, the Company had made no impairments for Long-lived assets. Long-lived assets of the Company are reviewed annually as to whether their carrying value has become impaired, pursuant to the guidelines established in SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". The Company also periodically evaluates the amortization periods of its depreciable assets to determine whether subsequent events and circumstances warrant revised estimates of the useful lives.
For the year ended December 31, 2006, management of the Company provided a reserve on its accounts receivable to reflect managements expectation on the collectibility of aged accounts receivable. Managements estimation of the reserve on accounts receivable at December 31, 2006 was based on the current facts that there are aged accounts receivable. In working their judgment, management has assessed the customers ability to continue to pay the outstanding invoices timely, and whether their financial position will deteriorate significantly in the future which would result in their inability to pay their debts to the Company.
Management's estimation whether a provision is needed is based on managements analysis of the current facts of whether potential impairments on the current carrying value of the inventories due to potential obsolescence exist as a result of aged inventories. In making their judgments, management made their estimations of the potential impairments based on the demand for their products in the future and the trends of turnover of the inventories.
While the Companys management currently believes that there is little likelihood that the actual results of their current estimates will differ materially from such current estimates. If the financial position of its customers deteriorates in the near future, the Company could realize significant write downs for uncollectible accounts receivables.
Effective January 1, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48"), an interpretation of FASB statement No. 109, Accounting for Income Taxes. The interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of June 30, 2007, the Company does not have a liability for unrecognized tax benefits.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS No. 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS No. 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS No. 157 is effective for financial statements issued in fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years. The Company is currently in the process of evaluating the effect, if any, the adoption of SFAS No. 157 will have on its consolidated results of operations, financial position, or cash flows.
30
In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities −− Including an amendment of FASB Statement No. 115 (“FAS 159”). FAS 159, which becomes effective for the Company on January 1, 2008. This standard permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The Company does not anticipate that election, if any, of this fair-value option will have a material effect on the results or operations or consolidated financial position.
Effective January 1, 2006, the Company adopted SFAS No. 123R, at which time the Company began recognizing an expense for vested share-based compensation that has been issued or will be issued after that date. The Company adopted SFAS No. 123R on a prospective basis. The Company estimates fair value of common stock based on the number of shares granted and the quoted price of the Companys common stock on the date of grant. The fair value of the stock based compensation expense for year ended December 31, 2006 and 2005 was $1,401,973 and $0, respectively. The Company did not grant any stock options through December 31, 2006.
Results Of Operations Three Months Ended June 30, 2007 As Compared To Three Months Ended June 30, 2006 (Unaudited)
The following table sets forth selected statements of income data as a percentage of revenues for the three months indicated.
|
|
|
|
Three Months Ended June 30,
|
|
2007
|
2006
|
|
|
|
Revenues, net
|
100.00%
|
100.00%
|
Cost of goods sold
|
56.16%
|
(49.14)%
|
Gross margin
|
43.84%
|
50.86%
|
Selling and distribution
|
(17.77)%
|
(25.58)%
|
General and administrative
|
(12.85)%
|
(12.90)%
|
Research and development
|
(0.58)%
|
(0.00)%
|
Other expense
|
(7.20)%
|
(4.08)%
|
Income taxes
|
(1.68)%
|
(1.79)%
|
Minority interests
|
(4.02)%
|
(1.03)%
|
Net (loss) income
|
(0.25)%
|
5.48%
|
Revenues, Cost of Goods Sold and Gross Profit
Revenues for the three months ended June 30, 2007 were $6,419,476 a decrease of $865,412 from $7,284,888 for the three months ended June 30, 2006. Compared to the second quarter of 2006, the net decrease in sales revenues from our group of companies engaging in the production of different types of Etimicin for the second quarter of 2007 and 2006 were as follows:
31
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
Companies
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Hangzhou Aida Pharmaceutical Co., Ltd (Hangzhou Aida) specializes in the production of Etimicin powder
|
$
|
1,605,806
|
$
|
2,735,648
|
$
|
(1,129,842)
|
|
|
|
|
|
|
|
Hainan Aike pharmaceutical Co., Ltd (Aike) specializes in the production of Etimicin transfusion
|
|
2,977,104
|
|
3,692,482
|
|
(715,378)
|
|
|
|
|
|
|
|
Changzhou Fangyuan Pharmaceutical Co., Ltd. (Fangyuan) specializes in the production of Etimicin injection
|
|
1,836,566
|
|
856,758
|
|
979,808
|
|
|
|
|
|
|
|
TOTAL
|
$
|
6,419,476
|
$
|
7,284,888
|
$
|
(865,412)
|
For the three months ended June 30, 2007, the sales of Hangzhou Aida decreased by $1,129,842 or 41.30% as compared to the same period of 2006, but increased by $383,774 or 31.40% as compared to the first quarter this year. Chinese pharmaceutical industry suffers from a relatively rigorous industrial environment since last year mainly due to the frequent strict regulation policies and personnel change from SFDA. This negatively affected the sales of the Company in a short term. For example, the medicine tender system for hospitals in some regions in the second quarter of 2007 differed from that in 2006 which resulted in some sales decline and sales return in those regions. The Company believes after renewal of sales agent and rapid adaptation to the new system, we can overcome the short period disadvantage. And in a view of long run, the Company will benefit a lot from the restructuring of the industry and government regulation as a well-disciplined and innovative company. Meanwhile, some other Etimicin manufacturers who infringed the patent of Etimicin also created disorder of the market, thus bringing negative impact against the business performance of the Company. But with the successful ongoing of the legal action, we believe that we can eliminate those manufacturers shortly. We see the recovery of our sales in the second quarter compared with that in the first quarter of this year. We believe that our operation and growth will continue to recover in the coming quarters. We also expect that the commercialization of our new drugs will improve the heavy reliance on Etimicin and lessen the fluctuation of our performance.
For the three months ended June 30, 2007, the sales of Hainan Aike decreased by $715,378 or 19.37% as compared to the same period of 2006. The decrease in sales can mainly be accounted for the decrease in sales of the Etimicin transfusion product, Aiyi.
For the three months ended June 30, 2007, the sales of Fangyuan increased by $979,808 or 114.36% as compared to the same period of 2006. The increase in sales is mainly attributable to an increase in sales of Etimicin material product.
The cost of goods sold for the second quarter ended June 30, 2007 was $3,605,286 an increase of $25,586 from $3,579,700 for the same period of 2006. The net increase in cost of goods sold can be analyzed as follows:
32
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
Companies
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Hangzhou Aida Pharmaceutical Co. Ltd (Hangzhou Aida) specializes in the production of Etimicin powder
|
$
|
509,676
|
$
|
532,665
|
$
|
(22,989)
|
|
|
|
|
|
|
|
Hainan Aike Pharmaceutical Co. Ltd (Aike) specializes in the production of Etimicin transfusion
|
|
2,241,105
|
|
2,540,028
|
|
(298,923)
|
|
|
|
|
|
|
|
Changzhou Fangyuan Pharmaceutical Ltd. (Fangyuan) specializes in the production of Etimicin injection
|
|
854,505
|
|
507,007
|
|
347,498
|
|
|
|
|
|
|
|
TOTAL
|
$
|
3,605,286
|
$
|
3,579,700
|
$
|
25,586
|
The cost of goods sold of Hangzhou Aida for the three months ended June 30, 2007 decreased by $22,989, or 4.32% compared to $532,665 for the same period in 2006. The decrease in the cost of goods sold can mainly be accounted for by a decrease in sales.
The cost of goods sold of Aike for the three months ended June 30, 2007 decreased by $298,923, or 11.77% compared to for the same period in 2006. The increase can mainly be explained by the decrease in sales.
The cost of goods sold of Fangyuan for the three months ended June 30, 2007 increased by $347,498, compared to $507,007 for the same period in 2006.The increase is mainly due to the increase in sales.
Compared to the three months ended June 30, 2006, the percentage gross profit margin for our Company decreased from 50.86% to 43.84% for the first quarter ended June 30, 2007.
Research and Developments
The cost of the research and development for the second quarter of 2007 was 36,914 representing the cost incurred for the clinical trials for Rh-Apo2l by Qiaer. No research and development cost was incurred for the second quarter of 2006.
Selling and Distribution
Selling and distribution expenses decreased from $1,863,507 for the three months ended June 30, 2006 to $1,140,702 for the same period this year, or a 38.79% decrease.
Compared to the same period in 2006, our increase in the expenses was because of the following:
33
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
Breakdown of Expenses
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Traveling expenses
|
$
|
243,307
|
$
|
721,413
|
$
|
(478,106)
|
Sale commissions
|
|
49,864
|
|
211,913
|
|
(162,049)
|
Office expenses
|
|
198,050
|
|
363,624
|
|
(165,574)
|
Payroll
|
|
138,564
|
|
101,527
|
|
37,037
|
Conference fees
|
|
33,025
|
|
55,931
|
|
(22,906)
|
Rent
|
|
191,274
|
|
35,115
|
|
156,159
|
Entertainment
|
|
117,073
|
|
21,370
|
|
95,703
|
Advertising expenses
|
|
250
|
|
156,288
|
|
(156,038)
|
Other expenses
|
|
169,295
|
|
196,326
|
|
(27,031)
|
|
|
|
|
|
|
|
TOTAL
|
$
|
1,140,702
|
$
|
1,863,507
|
$
|
(722,805)
|
For the three months ended June 30, 2007 traveling expenses and office expenses decreased by $478,106 and $165,574, respectively, compared with the same period last year. The decrease was mainly explained that the Company controlled the traveling and office expenses by effective administration.
The sales commissions for the three months ended June 30, 2007 decreased by $162,049, compared to $211,913 for the same period last year. The decrease was due to the decrease in the sales with commissions for Fangyuan.
For the three months ended June 30, 2007, the rent expense of $191,274 incurred for the Beijing office , the biggest sales office for Aike, increased by $156,159, compared to $35,115 for the same period last year.
For the three months ended June 30, 2007 advertising expenses decreased by $156,038, compared with the same period last year. The decrease was mainly because the Company carried out several advertisements for sales promotions in the second quarter last year and no such advertisements for the same period this year.
General and Administrative
General and administrative expenses decreased from $939,536 for the three months ended June 30, 2006 to $824,866 for the same period this year, representing a 12.20% decrease. The details of general and administrative expenses for the three months ended June 30, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
Breakdown of Expenses
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Traveling expenses
|
$
|
32,697
|
$
|
88,409
|
$
|
(55,712)
|
Office expenses
|
|
27,304
|
|
51,337
|
|
(24,033)
|
Payroll
|
|
173,697
|
|
164,277
|
|
9,420
|
Conference fees
|
|
12,903
|
|
8,908
|
|
3,995
|
Labor union & education & staff welfare
|
|
115,269
|
|
132,340
|
|
(17,071)
|
Consultancy fees
|
|
49,622
|
|
74,292
|
|
(24,670)
|
Entertainment
|
|
44,572
|
|
18,154
|
|
26,418
|
Depreciation
|
|
85,913
|
|
52,548
|
|
33,365
|
Amortization of intangible assets
|
|
165,903
|
|
143,348
|
|
22,555
|
Other expenses
|
|
116,986
|
|
205,923
|
|
(88,937)
|
|
|
|
|
|
|
|
TOTAL
|
$
|
824,866
|
$
|
939,536
|
$
|
(114,670)
|
34
The traveling expenses of $32,697 for the three months ended June 30, 2007 decreased by $55,712 from $88,409 for the same period last year. The decrease was mainly attributable to a decrease of $51,526 in the traveling expenses for Aida.
The consultancy fees which the Company pays consultants for their consultation service decreased from $74,292 for the three months ended June 30, 2006 to $49,622 for the same period this year. The decrease was mainly attributable to a decrease of $34,082 in consultation service of Fangyuan in the second quarter this year.
Amortization of intangible assets of $165,903 for the three months ended June 30, 2007 increased by $22,555 from $143,348 for the same period last year. The increase was due to additional amortization of intangible assets of $60,148 from the acquisition of Qiaer.
Other Income (Expenses)
Other income (expenses) decreased from $(297,483) for the three months ended June 30, 2006 to $(462,243) for the same period this year. The other income (expenses) for the three months Ended July 30, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
Breakdown of Other Income(Expenses)
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Interest expense, net
|
$
|
(372,716)
|
$
|
(384,500)
|
$
|
11,784
|
Government grants
|
|
|
|
43,124
|
|
(43,124)
|
Investment income
|
|
|
|
12,490
|
|
(12,490)
|
Other (loss) income, net
|
|
(89,527)
|
|
31,403
|
|
(120,930)
|
|
|
|
|
|
|
|
TOTAL
|
$
|
(462,243)
|
$
|
(297,483)
|
$
|
(164,760)
|
Interest expense for the three months ended June 30, 2007 decreased slightly by $11,784 from $384,500 for the same period last year.
Government grants of $43,124 for the three months ended June 30, 2006 represented subsidies from the government. No such income occurred for the same period this year.
Other income (expenses) has decreased from $31,403 for the three months ended June 30, 2006 to $(89,527) for the three months ended June 30, 2007. The decrease is mainly due to the fact that there was a reward from government in the second quarter last year.
Income Taxes
Income tax expense was $107,691 for the three months ended June 30, 2007, as compared to $130,270 for the same period last year.
In accordance with the relevant tax laws and regulations of PRC, the corporation income tax rate is 33%. As a Company registered in Hainan, PRC, Aike is entitled a beneficial corporate income tax rate of 15% in accordance with the relevant tax laws in the PRC. Fangyuan enjoys a beneficial tax rate of 15% as it is registered in a national high-tech development zone. According to the relevant laws and regulations of PRC, the preferential tax rate of 15% is applied to companies established in the national high-tech development zone.
35
In accordance with the relevant taxation laws in the PRC, from the time that a company has its first profitable tax year, a foreign investment company is exempt from corporate income tax for its first two years and is then entitled to a 50% tax reduction for the succeeding three years. And the foreign investment company income tax rate is 27% in Hangzhou, PRC. Since Hangzhou Aida Pharmaceutical Co., Ltd has been a foreign investment company since 2004, so we are entitled to a 50% tax reduction in 2007.
Net (Loss) Income
In the second quarter of 2007, our net income decreased by $415,203 to a net income (loss) of $(16,315) from $398,888 in the same period in 2006.
Results Of Operations Six Months Ended June 30, 2007 As Compared To Six Months Ended June 30, 2006 (Unaudited)
The following table sets forth selected statements of income data as a percentage of revenues for the three months indicated.
|
|
|
|
Six Months
|
|
Ended June 30,
|
|
2007
|
2006
|
|
|
|
Revenues, net
|
100.00%
|
100.00%
|
Cost of goods sold
|
(56.15)%
|
(52.02)%
|
Gross margin
|
43.85%
|
47.98%
|
Selling and distribution
|
(18.17)%
|
(28.10)%
|
General and administrative
|
(17.11)%
|
(12.59)%
|
Research and development
|
(1.45)%
|
(0.00)%
|
Other income (expense)
|
(5.68)%
|
(1.09)%
|
Income taxes
|
(0.34)%
|
(1.80)%
|
Minority interests
|
(2.62)%
|
(1.13)%
|
Net (loss) income
|
(1.52)%
|
3.27%
|
Revenues, Cost of Goods Sold and Gross Profit
Revenues for the six months ended June 30, 2007 were $11,725,403 a decrease of $874,291 from $12,599,694 for the same time last year. Compared to the six months of 2006, the decrease in sales revenues from our group of companies engaging in the production of different types of Etimicin for the six months of 2007 and 2006 were as follows.
36
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
Companies
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Hangzhou Aida Pharmaceutical Co., Ltd (Hangzhou Aida) specializes in the production of Etimicin powder
|
$
|
2,832,671
|
$
|
4,060,870
|
$
|
(1,228,199)
|
|
|
|
|
|
|
|
Hainan Aike pharmaceutical Co., Ltd (Aike) specializes in the production of Etimicin transfusion
|
|
6,018,586
|
|
6,747,519
|
|
(728,933)
|
|
|
|
|
|
|
|
Changzhou Fangyuan Pharmaceutical Co., Ltd. (Fangyuan) specializes in the production of Etimicin injection
|
|
2,874,146
|
|
1,791,305
|
|
1,082,841
|
|
|
|
|
|
|
|
TOTAL
|
$
|
11,725,403
|
$
|
12,599,694
|
$
|
(874,291)
|
For the six months ended June 30, 2007, the sales of Hangzhou Aida decreased by $1,228,199 or 30.24% as compared to the same period of 2006. Chinese pharmaceutical industry suffers from a relatively rigorous industrial environment since last year mainly due to the frequent strict regulation policies and personnel change from SFDA. This negatively affected the sales of the Company in a short term. For example, the medicine tender system for hospitals in some regions in the first half of 2007 differs from that in 2006 which resulted in some sales decline and sales return in those regions. The Company believes after renewal of sales agent and rapid adaptation to the new system, we can overcome the short period disadvantage. And in a view of long run, the Company will benefit a lot from the restructuring of the industry and government regulation as a well-disciplined and innovative company. Meanwhile, some other Etimicin manufacturers who infringed the patent of Etimicin also created disorder of the market, thus bringing negative impact against the business performance of the Company. But with the successful ongoing of the legal action, we believe that we can kick out those manufacturers shortly. We see the recovery of our sales in the second quarter compared with that in the first quarter of this year. We believe that our operation and growth will continue to recover in the coming quarters. We also expect that the commercialization of our new drugs will improve the heavy reliance on Etimicin and lessen the fluctuation of our performance.
For the six months ended June 30, 2007, the sales of Hainan Aike decreased by $728,933 or 10.80% as compared to the same period of 2006. The decrease in sales can mainly be accounted for the slight decrease in sales of the Etimicin transfusion product, Aiyi.
For the six months ended June 30, 2007, the sales of Fangyuan increased by $1,082,841 or 60.45% as compared to the same period of 2006. The increase in sales is the result of the intense marketing and promotion programs of a new Etimicin injection product, Chuangcheng. Another reason is the increase in sales of the Etimicin material product.
The cost of goods sold for the six months ended June 30, 2007 was $6,583,264 an increase of $28,330 from $6,554,934, for the year 2006. The increase in cost of goods sold can be analyzed as follows:
37
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
Companies
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Hangzhou Aida Pharmaceutical Co. Ltd (Hangzhou Aida) specializes in the production of Etimicin powder
|
$
|
870,639
|
$
|
1,014,030
|
$
|
(143,391)
|
|
|
|
|
|
|
|
Hainan Aike Pharmaceutical Co. Ltd (Aike) specializes in the production of Etimicin transfusion
|
|
4,011,905
|
|
4,219,665
|
|
(207,760)
|
|
|
|
|
|
|
|
Changzhou Fangyuan Pharmaceutical Ltd. (Fangyuan) specializes in the production of Etimicin injection
|
|
1,700,720
|
|
1,321,238
|
|
379,482
|
|
|
|
|
|
|
|
TOTAL
|
$
|
6,583,264
|
$
|
6,554,934
|
$
|
28,330
|
The cost of goods sold of Hangzhou Aida for the six months ended June 30, 2007 decreased by $143,391, or 14.14% compared to $1,014,030 for the same period in 2006. The decrease in the cost of goods sold can mainly be accounted for by a decrease in sales by 30.24%.
The cost of goods sold of Aike for the six months ended June 30, 2007 decreased by $207,760, or 4.92% compared to for the same period in 2006. The increase can mainly be explained by the decrease in sales.
The cost of goods sold of Fangyuan for the six months ended June 30, 2007 increased by $379,482, compared to $1,321,238 for the same period in 2006.The increase is mainly due to the increase in sales.
Compared to the six months ended June 30, 2006, the percentage gross profit margin for our Company decreased from 47.98% to 43.85% for the first quarter ended March 31, 2007.
Research and Developments
Research and development cost was $169,951 for the six months ended June 30, 2007 represented cost incurred for the clinical trials for Rh-Apo2l by Qiaer. No such cost was incurred for the first half of 2006.
Selling and Distribution
Selling and distribution expenses decreased from $3,540,243 for the six months ended June 30, 2006 to $2,130,896 for the same period this year, or a 39.81% decrease.
Compared to the same period in 2006, our decrease in the expenses was because of the following:
38
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
Breakdown of Expenses
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Traveling expenses
|
$
|
656,279
|
$
|
1,216,702
|
$
|
(560,423)
|
Sale commissions
|
|
76,560
|
|
428,877
|
|
(352,317)
|
Office expenses
|
|
432,728
|
|
586,883
|
|
(154,155)
|
Payroll
|
|
206,358
|
|
195,740
|
|
10,618
|
Conference fees
|
|
71,546
|
|
125,025
|
|
(53,479)
|
Rent
|
|
199,427
|
|
92,590
|
|
106,837
|
Entertainment
|
|
196,924
|
|
74,457
|
|
122,467
|
Advertising expenses
|
|
3,383
|
|
402,334
|
|
(398,951)
|
Other expenses
|
|
287,691
|
|
417,635
|
|
(129,943)
|
|
|
|
|
|
|
|
TOTAL
|
$
|
2,130,896
|
$
|
3,540,243
|
$
|
(1,409,347)
|
For the six months ended June 30, 2007 sale commissions of $76,560 decreased by $352,317, compared with the same period last year. The decrease was due to the decrease in the sales with commissions for Fangyuan.
For the first half of 2007 traveling expenses, office expenses and advertising expenses decreased by $560,423, $154,155 and $398,951 respectively, compared with the same period last year. The decrease was mainly explained that the Company controlled the selling expenses by effective administration.
For the six months ended June 30, 2007, the rent expenses of $191,274 incurred for the Beijing office, the biggest sales office for Aike, increased by $156,159, compared to $35,115 for the same period last year.
General and Administrative
General and administrative expenses increased from $1,586,281 for the six months ended June 30, 2006 to $2,005,960 for the same period this year, representing a 26.46% increase. The details of general and administrative expenses for the six months ended June 30, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
Breakdown of Expenses
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Traveling expenses
|
$
|
72,817
|
$
|
138,894
|
$
|
(66,077)
|
Office expenses
|
|
81,706
|
|
86,795
|
|
(5,089)
|
Payroll
|
|
381,314
|
|
281,700
|
|
99,614
|
Conference fees
|
|
19,060
|
|
9,794
|
|
9,266
|
Labor union & education & staff welfare
|
|
439,965
|
|
247,127
|
|
192,838
|
Consultancy fees
|
|
102,920
|
|
106,452
|
|
(3,532)
|
Entertainment
|
|
118,337
|
|
50,892
|
|
67,445
|
Depreciation
|
|
172,920
|
|
147,701
|
|
25,219
|
Amortization of intangible assets
|
|
318,297
|
|
227,825
|
|
90,472
|
Other expenses
|
|
298,624
|
|
289,101
|
|
9,523
|
|
|
|
|
|
|
|
TOTAL
|
$
|
2,005,960
|
$
|
1,586,281
|
$
|
419,679
|
The traveling expenses of $72,817 for the six months ended June 30, 2007 decreased by $66,077 from $138,894 for the same period last year. The decrease was mainly attributable to a decrease of $53,920 in the traveling expenses for Aida.
39
The labor union expenses & education expenses & staff welfare of $439,965 for the six months ended June 30, 2007 increased by $192,838 from $247,127 for the same period last year. The increase was explained by the increase in the payroll per staff. And the payroll expenses of $381,314 for the first half of 2007 increased by $99,614 from $281,700 for the same period last year.
Amortization of intangible assets of $318,297 for the six months ended June 30, 2007 increased by $90,472 from $227,825 for the same period last year. The increase was due to additional amortization of intangible assets of $119,714 from the acquisition of Qiaer.
Other Income (Expenses)
Other income (expenses) increased from $(137,043) for the six months ended June 30, 2006 to $(666,153) for the same period this year. The other income (expenses) for the six months Ended June 30, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
Breakdown of other income/(expenses)
|
|
2007
|
|
2006
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Interest expense, net
|
$
|
(716,503)
|
$
|
(653,191)
|
$
|
(63,312)
|
Government grants
|
|
50,106
|
|
503,587
|
|
(453,481)
|
Investment income
|
|
-
|
|
12,490
|
|
(12,490)
|
Gain on sale of marketable securities
|
|
119,538
|
|
-
|
|
119,538
|
Other (loss) income, net
|
|
(119,294)
|
|
71
|
|
(119,365)
|
|
|
|
|
|
|
|
TOTAL
|
$
|
(666,153)
|
$
|
(137,043)
|
$
|
(529,110)
|
Interest expense for the six months ended June 30, 2007 increased by $63,312 from $653,191 for the same period last year. The increase is mainly due to an increase in the interest for the short-term borrowings.
Government grants for the six months ended June 30, 2007 decreased by $453,481from $503,587 for the same period last year. The decrease is due to the decrease in subsidies from the government.
Investment income of $12,490 for the first half of 2006 represented the sold income of 8.33% outstanding shares of Zhejiang Anglikang Pharmaceutical Co., Ltd at a price of $12,490 and no such income occurred for the first half of 2007.
Gain on sale of marketable securities for the six months ended June 30, 2007 represented income from Chinese securities investment and no such income was incurred for the same period last year.
Income Taxes
Income tax expense was $39,826 for the six months ended June 30, 2007, as compared to $227,110 for the same period last year.
In accordance with the relevant tax laws and regulations of PRC, the corporation income tax rate is 33%. As a Company registered in Hainan, PRC, Aike is entitled a beneficial corporate income tax rate of 15% in accordance with the relevant tax laws in the PRC. Fangyuan enjoys a beneficial tax rate of 15% as it is registered in a national high-tech development zone. According to the relevant laws and regulations of PRC, the preferential tax rate of 15% is applied to companies established in the national high-tech development zone.
40
In accordance with the relevant taxation laws in the PRC, from the time that a company has its first profitable tax year, a foreign investment company is exempt from corporate income tax for its first two years and is then entitled to a 50% tax reduction for the succeeding three years. And the foreign investment company income tax rate is 27% in Hangzhou, PRC. Since Hangzhou Aida Pharmaceutical Co., Ltd has been a foreign investment company since 2004, so we are entitled to a 50% tax reduction in 2007.
Net (loss) Income
In the first half of 2007, our net income decreased by $589,594 to a net income (loss) of $(177,652) from $411,942 in the same period in 2006.
Results Of Operations Year Ended December 31, 2006 Compared to Year Ended December 31, 2005
The following table sets forth selected statements of income data as a percentage of revenues for the years indicated.
|
|
|
|
Year Ended December 31,
2006
|
Year Ended December 31,
2005
|
|
|
|
Revenues
|
100.00%
|
100.00%
|
Cost of goods sold
|
(47.50)%
|
(33.98)%
|
Gross margin
|
52.50%
|
66.02%
|
Research and development
|
(1.10)%
|
(0.16)%
|
Selling and distribution
|
(18.83)%
|
(41.10)%
|
General and administrative
|
(19.29)%
|
(16.12)%
|
Other income (expense)
|
(5.44)%
|
(2.49)%
|
Income taxes
|
(0.58)%
|
(0.59)%
|
Minority interests
|
(2.35)%
|
(0.34)%
|
Gain from discontinued operation
|
0.00%
|
0.76%
|
Net income
|
4.90%
|
5.99%
|
Revenues, Cost of Goods Sold and Gross Profit
Revenues for the year ended December 31, 2006 were $29,643,103 an increase of $5,115,724 from $24,527,379 for the year ended December 31, 2005. Compared to the year of 2005, the increase in sales revenues from our group of companies engaging in the production of different types of Etimicin for the year ended 2006 and 2005 were as follows:
41
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Companies
|
|
2006
|
|
2005
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Hangzhou Aida Pharmaceutical Co., Ltd (Hangzhou Aida) specializes in the production of Etimicin powder
|
$
|
11,458,714
|
$
|
11,702,930
|
$
|
(244,216)
|
|
|
|
|
|
|
|
Hainan Aike pharmaceutical Co., Ltd (Aike) specializes in the production of Etimicin transfusion
|
|
13,324,204
|
|
10,195,250
|
|
3,128,954
|
|
|
|
|
|
|
|
Hangzhou Boda Medical Research and Development Co., Ltd.(Boda)
|
|
-
|
|
25,081
|
|
(25,081)
|
|
|
|
|
|
|
|
Shanghai Qiaer Bio-Technology Co., Ltd.(Qiaer)
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
Changzhou Fangyuan Pharmaceutical Co., Ltd. (Fangyuan) specializes in the production of Etimicin injection
|
|
4,860,185
|
|
2,604,118
|
|
2,256,067
|
|
|
|
|
|
|
|
TOTAL
|
$
|
29,643,103
|
$
|
24,527,379
|
$
|
5,115,724
|
For the year ended December 31, 2006, the sales of Hangzhou Aida decreased by $244,216 or 2.1% as compared to the same period in 2005. The decrease is mainly attributable to the new implementations of government regulations that imposed an adverse effect on the pharmaceutical distribution of some of our distributors. These regulations demand more strictly on the promotion means of the distributions. As a result, they reduced their orders from the Company. Hangzhou Aida has taken some new measures to adapt to the new market environment and improve the operation result in sales since the second quarter this year.
For the year ended December 31, 2006, the sales of Hainan Aike increased by $3,128,954, or 30.69% as compared to the same period in 2005.
The increase in sales is the result of the intensive marketing and promotion pattern of a new Etimicin transfusion product, Aiyi. Another reason is that Hainan Aike has established several new sales offices in various regions.
For the year ended December 31, 2006, the sales of Fangyuan increased by $2,256,067, or 86.63% as compared to the same period in 2005. The increase in sales is the result of the intense marketing and promotion programs of a new Etimicin injection product, Chuangcheng.
The cost of goods sold for the year ended December 31, 2006 was $14,081,040, an increase of $5,747,421 from $8,333,619, for the same period in 2005. The increase in cost of goods sold can be analyzed as follows:
42
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Companies
|
|
2006
|
|
2005
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Hangzhou Aida Pharmaceutical Co., Ltd. (Hangzhou Aida) specializes in the production of Etimicin powder
|
$
|
2,905,165
|
$
|
3,254,748
|
$
|
(349,583)
|
|
|
|
|
|
|
|
Hainan Aike pharmaceutical Co., Ltd. (Aike) specializes in the production of Etimicin transfusion
|
|
8,590,293
|
|
2,785,958
|
|
5,804,335
|
|
|
|
|
|
|
|
Hangzhou Boda Medical Research and Development Co., Ltd. (Boda)
|
|
-
|
|
10,470
|
|
(10,470)
|
|
|
|
|
|
|
|
Shanghai Qiaer Bio-Technology Co., Ltd. (Qiaer)
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
Changzhou Fangyuan Pharmaceutical Co., Ltd. (Fangyuan) specializes in the production of Etimicin injection
|
|
2,585,582
|
|
2,282,443
|
|
303,139
|
|
|
|
|
|
|
|
TOTAL
|
$
|
14,081,040
|
$
|
8,333,619
|
$
|
5,747,421
|
The cost of goods sold of Hangzhou Aida for the year ended December 31, 2006 decreased by $349,583, or 10.74% compared to $3,254,748 for the same period in 2005. It can mainly be accounted for the decrease in sales.
Despite the increase in sales of 30.69%, the cost of goods sold of Aike increased by 208.34% for the year ended December 31, 2006 compared to the same period in 2005. The increase can partially be explained by the increase in sales. Another reason is that among Aikes sales increase, the products with relatively low margin accounted for a larger portion. As a result, the increase rate of the cost of goods exceeded the increase rate of the sales.
The cost of goods sold of Fangyuan for the year ended December 31, 2006 increased by $303,139, compared to $2,282,443 for the same period in 2005.The increase is mainly due to the increase in sales.
Despite the increase in total sales revenue of 20.86%, the cost of goods sold increased by 68.97% the year ended December 31, 2006 compared to the same period in 2005. The Company has suffered a decrease in the gross profit margin.
Compared to the year ended December 31, 2005, the percentage gross profit margin for our Company decreased from 66.02% to 52.50% for the year ended December 31, 2006.
The decrease in gross profit margin percentage was mainly attributable to the following factors: Firstly, among Aikes sales increase, the products with relatively low margin accounted for a larger portion, which lowered down the general margin percentage as Aike contributed over 50% of the Companys total sales in the quarter. Secondly, a slight decrease in the price of Etimicin by approximately 5% since the second half of 2005.
Research and Development
Compared with research and development cost of $38,625 for the year ended December 31, 2005, research and development cost was $324,835 for the year ended December 31, 2006 representing costs incurred for the clinical trials for Rh-Apo2l by Qiaer.
43
Selling and Distribution
Selling and distribution expenses decreased from $10,081,651 for the year ended December 31, 2005 to $5,581,681 for the same period this year, or a 44.64% decrease.
Compared to the same period in 2005, our decrease in the expenses was because of the following:
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Breakdown of Expenses
|
|
2006
|
|
2005
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Traveling expenses
|
$
|
2,017,642
|
$
|
4,436,680
|
$
|
(2,419,038)
|
Sale commissions
|
|
124,591
|
|
551,985
|
|
(427,394)
|
Office expenses
|
|
993,430
|
|
1,510,658
|
|
(517,228)
|
Payroll
|
|
279,231
|
|
555,339
|
|
(276,108)
|
Conference fees
|
|
269,181
|
|
930,505
|
|
(661,324)
|
Rent
|
|
135,844
|
|
96,190
|
|
39,654
|
Entertainment
|
|
240,065
|
|
546,727
|
|
(306,662)
|
Other expenses
|
|
1,044,201
|
|
1,327,920
|
|
(283,719)
|
Advertising expenses
|
|
477,496
|
|
125,647
|
|
351,849
|
|
|
|
|
|
|
|
TOTAL
|
$
|
5,581,681
|
$
|
10,081,651
|
$
|
(4,499,970)
|
For the year ended December 31, 2006 advertising expenses of $477,496 increased by $351,849, compared with the same period last year. The increase can mainly be explained by the increase in sales of 20.86%.
To increase the sales, the Company carried out more advertising, which resulted in the increased advertising expenses in 2006.
For the year ended December 31, 2006 traveling expenses, office expenses and conference expenses decreased by $2,419,038, $517,228 and $661,324 respectively, compared with the same period last year. The decrease was mainly explained that the Company controlled the selling expenses by effective administration.
General and Administrative
General and administrative expenses increased from $3,953,481 for the year ended December 31, 2005 to $5,719,269 for the same period this year, representing a 44.66% increase. The details of general and administrative expenses for the year ended December 31, 2006 and 2005 were as follows:
44
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Breakdown of Expenses
|
|
2006
|
|
2005
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Traveling expenses
|
$
|
246,638
|
$
|
345,231
|
$
|
(98,593)
|
Office expenses
|
|
224,607
|
|
213,106
|
|
11,501
|
Payroll
|
|
574,690
|
|
642,435
|
|
(67,745)
|
Repair fees
|
|
221,477
|
|
54,804
|
|
166,673
|
Bad debt provision
|
|
161,655
|
|
709,690
|
|
(548,035)
|
Consultancy & audit fees
|
|
528,419
|
|
217,800
|
|
310,619
|
Entertainment
|
|
163,763
|
|
195,526
|
|
(31,763)
|
Labor union & education & staff welfare
|
|
596,912
|
|
433,023
|
|
163,889
|
Depreciation
|
|
327,527
|
|
197,526
|
|
130,001
|
Amortization of other intangible assets and land use right
|
|
493,485
|
|
293,399
|
|
200,086
|
Amortization of deferred expenses
|
|
-
|
|
24,910
|
|
(24,910)
|
Stock based compensation expense
|
|
1,401,973
|
|
-
|
|
1,401,973
|
Other expenses
|
|
778,123
|
|
626,031
|
|
152,092
|
|
|
|
|
|
|
|
TOTAL
|
$
|
5,719,269
|
$
|
3,953,481
|
$
|
1,765,788
|
Stock based compensation expense was $1,401,973 for the year ended December 31, 2006.
On July 5, 2006, the Company issued 800,000 and 1,200,000 shares of common stock on Form S-8 filed with the Securities and Exchange Commission to employees and consultants, respectively. The stock based compensation expense was exceptional this year and no such expense was occurred for the same period last year. Although it materially increased the general and administrative expense of the year ended December 31, 2006, the Company believes that Aida will benefit from it in the future on two respects: Firstly, it will greatly encourage our key employees to contribute more to the Company; secondly, the share compensation to the consultants will be very helpful in obtaining valuable assistance and resources from the consultants in the areas of our strategic planning, marketing, sales exploring and acquisitions.
The consultancy and audit fees which the Company pays consultants for their consultation service increased from $217,800 for the year ended December 31, 2005 to $528,419 for the same period this year. The increase was mainly attributable to the increase in the consultancy fees of $158,627 and $38,176 from Hangzhou Aida and Fangyuan respectively, and to the increase in the audit fees of $83,854.
Bad debt provision of $161,655 for the year ended December 31, 2006 decreased by $548,035 from $709,690 for the same period last year. The decrease resulted from the decrease in the bad debt provision of $364,416 and $82,058 from Aike and Fangyuan respectively for the year ended December 31, 2005.
Amortization of other intangible assets and land use right of $493,485 for the year ended December 31, 2006 increased by $200,086 from $293,399 for the same period last year. The increase was explained by that the increase in amortization of other intangible assets of $96,904 and $49,837 occurred by Qiaer and Fangyuan respectively.
Other Income (Expenses)
Other income (expenses) changed from a net expense of $(611,555) for the year ended December 31, 2005 to a net expense of $ (1,613,681) for the same period this year. The other income (expenses) for the year ended December 31, 2006 and 2005 were as follows:
45
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Breakdown of other income (expenses)
|
|
2006
|
|
2005
|
|
Increase/
(Decrease)
|
|
|
|
|
|
|
|
Interest expense, net
|
$
|
(1,703,200)
|
$
|
(1,102,668)
|
$
|
(600,532)
|
Government grants
|
|
169,439
|
|
323,037
|
|
(153,598)
|
Forgiveness of debt
|
|
-
|
|
52,474
|
|
(52,474)
|
Gain from nonmonetary transaction
|
|
-
|
|
125,097
|
|
(125,097)
|
Other (loss) income, net
|
|
(79,920)
|
|
(9,495)
|
|
(70,425)
|
|
|
|
|
|
|
|
TOTAL
|
$
|
(1,613,681)
|
$
|
(611,555)
|
$
|
(1,002,126)
|
Interest expense for the year ended December 31, 2006 increased by $600,532 from $1,102,668 for the same period last year. The increase is due to the increase in bank borrowings as a result of more requirements for working capital with the development of the Company.
Government grants for the year ended December 31, 2006 decreased by $153,598 from $323,037 for the same period last year. The decrease is due to the decrease in subsidies from the government.
Forgiveness of debt of $52,474 for the year ended December 31, 2005 represented amount due to Sunshine Group (previous shareholders of Fangyuan) not claimed on the completion of the acquisition of Fangyuan.
Gain from nonmonetary transaction of $125,097 for the year ended December 31, 2005 resulted from that the Company transferred equipment with an aggregate net book value of $514,133 for settling a liability to Sunshine Group of $639,230. No such transaction occurred for the same period this year.
Income Taxes
Income tax (expense) benefit was $(173,258) for the year ended December 31, 2006, as compared to $(144,720) for the same period last year.
In accordance with the relevant tax laws and regulations of PRC, the corporation income tax rate is 33%. As a Company registered in Hainan, PRC, Aike is entitled a beneficial corporate income tax rate of 15% in accordance with the relevant tax laws in the PRC. Fangyuan enjoys a beneficial tax rate of 15% as it is registered in a national high-tech development zone. According to the relevant laws and regulations of PRC, the preferential tax rate of 15% is applied to companies established in the national high-tech development zone.
In accordance with the relevant taxation laws in the PRC, from the time that a company has its first profitable tax year, a foreign investment company is exempt from corporate income tax for the first two years and is then entitled to a 50% tax reduction for the succeeding three years. And the foreign investment company income tax rate is 26.4% in Hangzhou, PRC. Since Hangzhou Aida Pharmaceutical Co., Ltd has been a foreign investment company since 2004, so we are entitled to a 50% tax reduction in 2006.
Net Income
For the year ended December 31, 2006, our net income decreased by $14,751 to $1,453,584 from $1,468,335 in the same period in 2005.
46
Liquidity And Capital Resources
Cash
Our cash balance increased by $3,499,573 to $9,616,389 as of June 30, 2007, as compared to $6,116,816 as of December 31, 2006. The increase was mainly attributable to cash in flow of financing activities and depreciation and amortization of $4,443,916 and $918,458, respectively, a decrease in accounts receivable of $3,708,056. The increase in cash flow was partially offset by cash out flow of investment activities of $3,168,061, an increase in inventories of $1,143,308, and a decrease in accounts payable and other payables and accrued liabilities of $1,247,197 and $482,095, respectively. The net cash flow was $3,328,978 for the first half this year.
Our cash flow from operations amounted to $2,053,123 for the six months ended June 30, 2007, compared to $1,240,499 for the same period last year.
Our cash flow used in investing activities amounted to $(3,168,061) of which $(2,261,857) was from the issuance of notes receivable. The Company invested $1,086,669 through a deposit for a long term investment and loaned employees $849,841.
The net cash used in financing activities amounted to $4,443,916 of which $20,754,624 was the proceeds from short-term debt.
At June 30, 2007, the Company had short-term debt of $28,403,497 of which $22,355,722 was short-term bank borrowings and the remaining $6,047,775 represented notes payable to unrelated parties. The interest for the short-term borrowings varied from 5.3625% to 8.541% per annum whereas the notes payable to unrelated parties is interest free. The Company believes that the cash generated from normal operation will be sufficient to pay off its liabilities as the short-term borrowings and commitments fall due.
Working Capital
Our working capital deficiency increased by $859,191
to $(6,608,122) at June 30, 2007, as compared to $(5,748,931) at December 31, 2006. The increase in working capital deficiency at July 30, 2007 was mainly attributable to our increase in short term debt of $4,488,045 and customer deposits of $714,545 and a decrease in accounts receivable of $3,708,056 offset by the decrease in accounts payable and other payables and accrued liabilities of $1,247,197 and $482,095 and an increase in cash of $3,499,573, notes receivable of $1,086,437 and inventories of $1,143,308.
The Company currently generates its cash flow through operations and the Company believes that its cash flow generated from operations will be sufficient to sustain operations for the next twelve months. Also, from time to time, the Company may require extra funding through financing activities and investments for expansion. Also, from time to time, the Company may come up with new expansion opportunities for which our management may consider seeking external funding and financing. However, as of June 30, 2007, the Company had no solid plan for additional capital through external funding and financing.
Off-Balance Sheet Arrangements
None.
47
DESCRIPTION OF BUSINESS
Business Development, History and Organization
AIDA Pharmaceuticals Inc. (formerly known as BAS Consulting, Inc.) was incorporated in the State of Nevada on December 18, 2002 (inception). We attempted to operate as a consulting firm and were not successful. We then began to seek an acquisition candidate and on December 8, 2005, we completed and closed the Share Exchange Agreement (the Agreement) dated as of June 1, 2005 by and among BAS Consulting, Inc., Earjoy Group Limited, a British Virgin Islands international business company (Earjoy), and the shareholders of Earjoy (the Earjoy Shareholders). A copy of the Agreement was previously filed as an Exhibit to our Current Report on Form 8-K dated June 1, 2005 as filed with the Securities and Exchange Commission (the SEC) on June 15, 2005.
On March 6, 2006, we amended our Articles of Incorporation to change our name to Aida Pharmaceuticals, Inc. As a result of the acquisition, we now operate the business of AIDA Pharmaceuticals, Inc.
On July 5, 2006, we registered 2,500,000 shares of our common stock, $.001 par value on Form S-8 with the Securities and Exchange Commission. Pursuant to the registration statement, we issued 2,000,000 shares to employees and consultants.
Our Business
Summary
AIDA Pharmaceuticals, Inc. has the following subsidiaries:
a)
Earjoy Group Limited, (Earjoy)
b)
Hangzhou Aida Pharmaceutical Co., Ltd (Hangzhou Aida);
c)
Hangzhou Boda Medical Research and Development Co., Ltd. (Boda);
d)
Hainan Aike Pharmaceutical Co., Ltd. (Aike) and;
e)
Changzhou Fangyuan Pharmaceutical Co., Ltd. (Fangyuan)
f)
Shanghai Qiaer Bio-technology Co., Ltd (Qiaer)
Earjoy
is an investment holding company.
Hangzhou Aida
has been in operation since March 1999 and was established as a limited liability company under the laws of the Peoples Republic of China (PRC) on March 26, 1999. On December 23, 2004, Earjoy entered into a Share Purchase Agreement with Best Nation Investment Co., Ltd. for the acquisition by Earjoy of 100% of all interests in Hangzhou Aida.
Hangzhou Aida is a fully integrated pharmaceutical company engaged in the development, manufacture, marketing, licensing, and distribution of pharmaceutical products primarily in Mainland China. Aida (including its subsidiaries) has a total of nine production lines for the manufacturing of antibiotics, cardiovascular and anti-tumor drugs in various forms, including injectable powder, injectable liquid, capsules, tablets and ointments. All of them have been certified according to the Good Manufacturing Practices (GMP) guidelines issued by the State Food and Drug Administration of the Peoples Republic of China (SFDA). Hangzhou Aida sells its Category-A antibiotic(Etimicin)under the trademark “Aida” and “PanNuo” etc. All these products are prescription drugs that are sold mainly to the hospitals in Mainland China.
48
Hangzhou Aida’s strategy is to control all facets of its research and development efforts, including formulation development, clinical studies, regulatory submissions and manufacturing. In addition, Hangzhou Aida markets its own branded products directly to health care professionals through its Mainland China sales operations. A key element of Hangzhou Aidas business is the development, manufacture and sale of branded pharmaceutical products that incorporate Hangzhou Aidas expertise in research and development and exclusive relationships with raw material suppliers, which provide significant therapeutic advantages over existing competing formulations.
Hangzhou Aida will also work to develop synergistic marketing partnerships in China and around the world in areas such as technology licensing, clinical research, product development, in-licensing and out-licensing of products, co-development and co-marketing agreements.
The headquarters of Hangzhou Aida is located in Hangzhou specializes in the production of Etimicin powder.
Boda
is a wholly owned subsidiary of Hangzhou Aida and engages itself in the research and development of new drugs.
Aike
was once a 50% owned subsidiary of Hangzhou Aida. In August 2006, Hangzhou Aida increased its position through an additional direct investment of $568,994 into Hainan Aike and making a $63,222 purchase of the interests held by a third-party institutional shareholder Merlin Green Canada Inc. Thereafter, Hainan Aike became a 60.61% owned subsidiary of the Company. Hangzhou Aida exercises significant influence over Aike by controlling over 60.61% of the voting rights and Aike owns 95% of Yangpu Aike Pharmaceutical Co., Ltd. (Yangpu). Aike specializes in the production of transfusion type of Etimicin AiYi.
Fangyuan
is a 66% owned subsidiary of Hangzhou Aida. Fangyuan is sole supplier of the raw material of Etimicin and is also a major producer of the liquid type of Etimicin ChuangCheng.
Fangyuan is capable of producing all types of Etimicin namely, powder, liquid and transfusion and thus has achieved a significant influence in the industry. This is a significant and unique advantage.
Qiaer
was acquired on August 8, 2006, when we completed and closed the Share Purchase Agreements with Zhejiang Pharmaceutical Co., Ltd , Shanghai Handsome Biotech Co., Ltd and Zhongtuo Times Investment Co., Ltd. respectively. With these agreements, we acquired 77.5% of the outstanding shares of Shanghai Qiaer Bio-Technology Co., Ltd collectively.
Qiaer Bio-Tech was founded in 2001 and is located in the Zhangjiang Hi-tech development zone in Shanghai, China. The key product of Qiaer Bio-Tech is rh-Apo21, a pioneering potential biopharmaceutical therapy with genetic engineering techniques used for cancers. Qiaer Bio-Tech has applied for three patents from the Chinese government authority, one of which has been granted with the other two in process. The Phase I clinical trial of rh-Apo2l has been successfully completed and the Phase II clinical trial has been initiated.
Principal Products
Our products
The table below illustrates the major products produced and marketed by Aida:
49
|
|
|
|
Product
|
Produced By
|
Specification
|
Standard/Category
|
Etimicin Sulfate Injection Powder
|
Aida
|
50mg, 100mg, 150mg
|
National Category-A
|
Etimicin Sulfate Injection liquid
|
Fangyuan
|
1ml, 2ml, 4ml
|
National Category-A
|
Etimicin Sulfate for transfusion
|
Aike
|
100ml(with 100mg/200mg)
|
National Category-D
|
Etimicin Sulfate
is the first antibiotic developed in China. It is a new generation of the amino glycoside family of antibiotics. Aida has the exclusive right to the production of this powder for injection and transfusion type and Aidas subsidiary, Fangyuan, is one of the two producers who exclusively produce the liquid for injection. The patent is protected through 2013. It also has patent certificates from six foreign countries, including USA, Russia and United Kingdom. Etimicin sulfate is suitable for the treatment of various inflammations, such as:
(i)
Respiratory infection, such as acute bronchitis, acute onset of chronic bronchitis and pulmonary infections;
(ii)
Kidney and urinogenital infection, such as acute pyelonephritis or acute onset of chronic cystitis;
(iii)
Soft skin tissue infection; and
(iv)
Trauma and operations (before and after) preventive uses.
According to our market study, the Company believes that we have occupied more than 75% of the total market share of Etimicin in Mainland China. The Company is capable of producing a full series of Etimicin, namely, powder, transfusion and liquid. Emphasis will be placed on developing new products for the market.
Products Under Development
Major new products under developments by Aida include:
§
5-Deoxy-Fluorordine.
Aida has developed a new liquid for injection type of drug generated from 5-fluroruacil that has displayed better anticancer results and fewer side effects. This new product has been under clinical testing since 1998. Test results showed that it has only nominal side effects, a broad spectrum and is highly effective. The Company will supplement clinical trials according to the instruction from State Food and Drug Administration in the PRC.
§
Apoptotic Factor (rh-Apo2l).
Rh-Apo2l is being evaluated in a Phase II trial as a potential cancer therapeutic. The Phase I clinical trials were completed at the end of June, 2006 and the Phase II started in February of 2007. Shanghai Qiaer Bio-Technology, which is acquired by Hangzhou Aida, has applied for three patents from the Chinese government authority. One patent has been granted and the other two are currently in process. We plan to complete the second and third stage clinical trials in the second half of 2007 and get production approval in the first half of 2008 if we can get such approval from SFDA as expected.
§
Vasostatin Apo2L
is a recombinant fusion protein as a potential cancer drug which is being under preclinical research by Qiaer. It integrates the function of extracted fragment of Vasostatin, an inhibitor of angiogenesis and tumor growth, with the function of Rh-Apo2l which induces the apoptosis of cancer cells. The scientists of the Company believe the integration may show better efficacy in cancer treatment.
§
Methylcanthatidinimide for Injection.
It is another new drug being developed by Fangyuan used for cancer treatment. It is supposed to be a Category B new drug. The clinical tests are expected to be completed by the first half of 2008 and the production is expected to begin by the end of 2009.
50
§
SYO2.
Hangzhou Aida has created one medicine extracted from herbal essence, called SYO2 that has exhibited bioactivity for brain anti-thrombosis. The drug, developed solely by an aligned research center of Hangzhou Aida, has shown to be safe, effective and without side effects.
The Company believed that stroke patients treated by SYO2 would be significantly recovered after administration of the drug. Aida has completed SYO2s pharmacological study and has applied for a patent. The Company plans to apply for clinical tests within the next 12 months. Hangzhou Aida intends to apply for production approval by the end of 2010.
§
Prodigiosin to Treat Pancreatic Cancer.
Prodigiosin, a naturally occurring red pigment, is currently in pre-clinical trials for the treatment of pancreatic cancer. Aida Pharmaceuticals is developing a method to utilize the biochemical properties of Prodigiosin to create a non-invasive treatment for pancreatic cancer. It is now under preclinical research.
§
Anti-CD86 Monoclonal Antibody to Treat Immunity Diseases
.
Certain immunity diseases activate T-cells (a type of white blood cell), causing them to unnecessarily attack healthy tissue. Aidas goal in developing the Anti-CD86 Monoclonal Antibody is to inhibit T-cells from harming healthy tissue. It is now under preclinical research.
§
Anti-CTLA-4 Monoclonal Antibody to Inhibit Tumor Growth.
In the case of certain cancers, tumors over-express self-proteins, essentially hiding the tumor from the immune system. Aida Pharmaceuticals is in the development stages of Anti-CTLA-4 Monoclonal Antibody which may relieve the inhibition of T-cells allowing them to identify the over-expressed proteins and in turn naturally attack cancer cells without harming healthy tissues. It is now under preclinical research.
Aida is optimistic about the market potential of its products for the following reasons:
§
The demand for international quality drugs by the Chinese populace has historically increased as per capita income and the standard of living increase;
§
The sale of Etimicin sulfate is estimated to keep growing for the next three years after several years of market development;
§
Aida is now planning to build up international business relationship with global players gradually in future. The international markets should increase the sales growth;
§
Aida has achieved a monopoly status in this industry, with all types of Etimicin products and from the material chain to the final product chain. This is a significant and unique advantage of Aida;
§
The Company is preparing for the production of several new drugs especially the commercialization of Shanghai Qiaer Bio-Technologys Rh-Apo2l within two years, which should boost the sales growth of Aida per annum.
Industry Regulation
Chinese drug legislation, enacted in 1985, requires that new drugs be approved by the national drug regulatory authority before they can be marketed in China. Since enactment of this legislation, China has significantly improved its regulatory review process for new drugs. During the same time period, the pharmaceutical industry in China has shown considerable expansion. With Chinas membership in the World Trade Organization, the Chinese pharmaceutical industry is experiencing change and will continue to do so. The new Drug Registration Regulation, which is compatible with the World Trade Organization agreement, went into effect on December 1, 2002.
51
Regulatory authorities
In the PRC, the State Food and Drug Administration, or the SFDA, is the authority that monitors and supervises the administration of pharmaceutical products and medical appliances and equipment as well as food, health food and cosmetics. The SFDAs predecessor, the State Drug Administration, or the SDA, was established on August 19, 1998 as an organization under the State Council to assume the responsibilities previously handled by the Ministry of Health of the PRC, or the MOH, the State Pharmaceutical Administration Bureau of the PRC and the State Administration of Traditional Chinese Medicine of the PRC. The SFDA was founded in March 2003 to replace the SDA.
The MOH is an authority at the ministerial level under the State Council and is primarily responsible for national public health. Following the establishment of the SFDA in 2003, the MOH was put in charge of the overall administration of the national health in the PRC excluding the pharmaceutical industry. The MOH performs a variety of tasks in relation to the health industry such as establishing social medical institutes and producing professional codes of ethics for public medical personnel. The MOH is also responsible for overseas affairs, such as dealings with overseas companies and governments.
Drug administration laws and regulations
The PRC Drug Administration Law as promulgated by the Standing Committee of the National Peoples Congress in 1984 and the Implementing Measures of the PRC Drug Administration Law as promulgated by the MOH in 1989 have laid down the legal framework for the establishment of pharmaceutical manufacturing enterprises, pharmaceutical trading enterprises and for the administration of pharmaceutical products including the development and manufacturing of new drugs and medicinal preparations by medical institutions. The PRC Drug Administration Law also regulates the packaging, trademarks and the advertisements of pharmaceutical products in the PRC.
Certain revisions to the PRC Drug Administration Law took effect on December 1, 2001. They were formulated to strengthen the supervision and administration of pharmaceutical products, and to ensure the quality of pharmaceutical products and the safety of pharmaceutical products for human use. The revised PRC Drug Administration Law applies to entities and individuals engaged in the development, production, trade, application, supervision and administration of pharmaceutical products. It regulates and prescribes a framework for the administration of pharmaceutical manufacturers, pharmaceutical trading companies, medicinal preparations of medical institutions and the development, research, manufacturing, distribution, packaging, pricing and advertisements of pharmaceutical products.
The PRC Drug Administration Implementation Regulations promulgated by the State Council took effect on September 15, 2002 to provide detailed implementation regulations for the revised PRC Drug Administration Law.
52
Examination and approval of new medicines
In October 2002, the SFDA announced the Administrative Measures on the Registration of Pharmaceutical Products, which were later revised on February 28, 2005. Under the current applicable regulations, new medicines generally refer to those medicines that have not yet been marketed in the PRC. In addition, certain marketed medicines may also be treated as new medicines if the type or application method of such medicines has been changed or new therapeutic functions have been added to such medicines. According to the Administrative Measures on the Registration of Pharmaceutical Products, the approval of new medicines requires the following steps:
§
Upon completion of the pre-clinical research of the new medicine, application for registration of the new medicine shall be submitted to the drug regulatory authorities at the provincial level for review. After completion of its review the drug regulatory authorities at the provincial level shall submit their opinion and report to the SFDA for review;
§
if all the requirements are complied with, the SFDA will issue a notice of acceptance of application and proceed with its assessment on whether or not to grant the approval for conducting the clinical research on the new medicine;
§
after obtaining the SFDAs approval for conducting the clinical research, the applicant may proceed with the relevant clinical research (which is generally conducted in three phases for a new medicine under the Medicine Registration Measures) at institutions with appropriate qualification:
--- Phase I refers to the preliminary clinical trial for clinical pharmacology and body safety. It is conducted to observe the human body tolerance for new medicine and pharmacokinetics, so as to provide a basis for determining the prescription plan.
--- Phase II refers to the stage of preliminary evolution of clinical effectiveness. The purpose is to preliminarily evaluate the clinical effectiveness and safety of the medicine used on patients with targeted indication, as well as to provide a basis for determining the Phase III clinical trial research plan and the volume under the prescription plan.
--- Phase III is a clinical trial stage to verify the clinical effectiveness. The purpose is to test and determine the clinical effectiveness and safety of the medicine used on patients with targeted indication, to evaluate the benefits and risks thereof, and, eventually, to provide sufficient basis for review of the medicine registration application
§
after completion of the relevant clinical research, the applicant shall submit its clinical research report together with the relevant supporting documents to the drug regulatory authorities at the provincial level and shall provide raw materials of the standard products to the PRC National Institute for the Control of Pharmaceutical and Biological Products;
§
the drug regulatory authorities at the provincial level shall then review the relevant documents, conduct site inspections and sample examinations and thereafter submit their opinion, inspection report and other application materials to the SFDA for review;
§
the PRC National Institute for the Control of Pharmaceutical and Biological Products will arrange for the examination of the sample new drug supplied by the relevant medicine examination institutes and will then issue the examination result report to the SFDA; and
§
if all the regulatory requirements are satisfied, the SFDA will grant a new drug certificate and a pharmaceutical approval number (assuming the applicant has a valid Pharmaceutical Manufacturing Permit and the requisite production conditions for the new medicine have been met).
53
Good Manufacturing Practices (GMP)
GMP guidelines define standards for the pharmaceutical manufacturing process to reduce the possibility of contamination errors.
The World Health Organization (WHO) initiated the GMP system in the 1960s, and China adopted it in the early 1980s. The Chinese government issued its own GMP standards in 1988, followed by two sets of revisions, the most recent in 1999. Under new GMP management guidelines, pharmaceutical producers must set up special administrative offices to supervise production and product quality. Administrative personnel must be pharmaceutical professions with prior experience, and technicians responsible for quality testing must receive professional training.
State Food and Drug Administration issued the Quality Control Convention in Drug Production in September 1999. This convention provides guidelines for various kinds of drug manufacture in keeping with GMP standards. It states provisions concerning drug verification and authentication, including facility and equipment installation, operation, property and products. GMP certification for powder injections, large capacity injections and genetically engineered products were completed in 2000.
Difficulty in GMP enforcement has allowed inefficient production and substandard quality to persist in the majority of pharmaceutical factories, despite the governments regulations. Fund shortages, rigid operation mechanisms and ideological resistance among some producers have contributed to the continuing problem, although local governments are working to initiate change. In Hangzhou, the capital of Zhejiang Province and the location of Aidas headquarters, the municipal Drug Supervision and Management Bureau have aided 18 of the citys 77 pharmaceutical manufacturers to reach GMP standards.
A shortage of qualified personnel in Chinas pharmaceutical enterprises further delays national GMP implementation. Substandard companies find a lack of senior managers who are aware of GMP, as well as difficulty in finding well-trained GMP inspectors that are able to give a fair, objective and accurate appraisal of GMP results. Augmenting the problem, companies have discovered some ambiguity in their interpretations of GMP standards issued by the Chinese Ministry of Public Health. The government has undertaken the process of educating these companies, leading to a slight rise in production and quality control levels.
Research & Development
Aida will undertake its R&D efforts through in-house organizations as well as through alliances and cooperation with other R&D laboratories, institutions and universities. Such an approach would ensure lower cost, minimized risk, increased efficiency, and faster reaction to the market. Aida will also retain a high degree of capability in developing new drugs and technologies. Aida presently has three R&D centers located in the Shanghai, Jiangsu and Zhejiang Provinces. These R&D centers are staffed with a total of over thirty research engineers, scientists and eight senior consultants. These professionals have well-rounded experience in the pharmaceutical industry, including manufacturing and R&D specializations.
Aida has also established long-term cooperation with several top research institutions and universities in China, including Tianjin University, China Pharmaceutical University and Fudan University, for the development of new pharmaceuticals. Aida has entered into agreements with these universities and institutions that grant it the right of first refusal to acquire new products developed at the facilities. Generally, Aidas policy is to make the acquisition when the new drug is entering the third stage of clinical testing. As such, it allows the Company to minimize risk as well as to decrease development costs while increasing efficiency.
We spent $169,951 during the first six months of 2007 on research and development. This expenditure represents the cost incurred for the clinical trials for RH-Apo21 by Qiaer.
54
Manufacturing
Aidas main production facilities are located in three places. One is in Hangzhou in the Zhejiang Province, the second is in Changzhou in the Jiangsu Province and the third is in Haikou in the Hainan Province.
The raw materials and supplies for manufacturing at the plant are from domestic suppliers. The main purchases include: packaging materials, chemicals and intermediates, some of which are controlled under long-term contracts. Aida has never experienced any difficulty in obtaining the raw materials base and/or supplies required for production. There are many domestic suppliers for the required materials except the raw materials base for Etimicin sulfate.
There are only two suppliers for etimicin sulfate base, namely, Changzhou Fangyuan Pharmaceutical Co., Ltd. in Changzhou, Jiangsu Province and Shanhe Pharmaceuticals Co., Ltd. (Shanhe) in Wuxi, Jiangsu Province. Aida acquired control of Fangyuan so it is confident that the raw material supply base required for producing etimicin sulfate is ensured.
All of Aidas nine production lines for manufacturing have obtained GMP accreditation from State Food and Drug Administration (SFDA). The Quality Assurance Department of Aida has instituted a complete quality assurance system under which employees of the Company are continuously trained and re-trained for maintaining overall GMP standards as well as product quality excellence. Aida has never experienced any significant return of purchased products and has gained consistent customer praise.
In the area of cost control, Aida has implemented policies and procedures to monitor:
a)
adequacy of raw materials, supplies and packaging materials;
b)
efficiency each individual production process; and
c)
physical conditions of equipment, parts and consumables.
Cost targets are established and executed based on these policies and procedures.
Hangzhou Aida has obtained ISO14001 certification. The Company is extremely attentive to protecting the environment by taking active measures in accordance with the environmental protection requirement. None of the Companys manufacturing plants has been cited for violating any local and/or national environmental protection regulations.
Solid waste from Aidas plants is washed with clean water prior to disposal. The used water and wastewater are sent to the wastewater treatment plant via a special pipeline. A minor amount of generated coal ash and slag are treated and noise is abated in accordance with current regulations.
Intellectual Property and Trademarks
Aidas pharmaceutical products have all necessary manufacturing licenses issued by the national regulatory agencies. Etimicin sulfate, a Category-A drug, is protected by patent until 2013. Aida markets its pharmaceutical products under the trademark Aida, AiYi, ChuangCheng, PanRou, etc. These trademarks are all duly registered and have individual barcodes against forgery.
Personnel
Aida presently has approximately 500 employees total, with over 200 at its headquarters in Hangzhou. Each employee has executed an agreement with Aida in accordance with the
Labor Agreement Regulation of Peoples Republic of China
.
55
Competition
Price, quality, and promotion are the three most competitive factors in the pharmaceutical sector in China.
§
Price:
There are currently approximately 1,400 drugs listed on the National Essential Drugs List. This list functions as a guideline for the local, provincial, and metropolitan lists, which govern actual reimbursement. Technically, these local lists can only deviate from the national list by 10%. Marketing outside of these lists, price will effectively determine the targeted market segment
§
Quality:
Western medications are often seen as superior in almost all categories. Aidas product, Etimicin competes in this market segment with the former generation of aminoglycocide antibiotics Netimincin. But being the new generation in the family, Aida believes in its superiority and low toxicity compared with others.
§
Promotion:
The Chinese government has worked very hard to rein in unethical marketing practices in the healthcare sector. The Company has been marketing its products successfully through its sales network and legal promotion means
Recent Developments
On July 28, the Board of Directors of Hangzhou Aida Pharmaceutical Co., Ltd., a wholly-owned subsidiary, held a meeting and unanimously approved the following actions:
·
To find a new ample place with larger size for the construction of new GMP certified manufacturing facility of Rh-Apo2l and capacity expansion of current products; the Board is required to ensure that that the action will have no negative effects over the ongoing business of Hangzhou Aida.
·
To transfer the current land and housing where Hangzhou Aida is now located on the basis of fair market value to cash for the new construction
Our Market/Distribution Methods of our Service
The Sales Team
Aida has now over 150 salespeople spread throughout China dedicated to marketing its products. 30% of the team members are graduates of medical or pharmaceutical schools and over 50% have over three years of sales experience. The team is under the supervision of one highly experienced vice president, with over nine years of experience in national sales management. Additionally, Aida schedules frequent and regular training sessions for sales personnel to retain and increase their knowledge of Aidas products as well as to improve selling techniques.
Marketing Organization and Sales Network
For the marketing of drugs, Aida emphasizes its effort on the prescription drug market. Presently in China, a drug manufacturer must sell through the local pharmaceutical wholesaler instead of directly to the hospitals. At the same time, the manufacturers would have to promote their products to doctors through hospital representatives. Aida recognizes its revenue on the delivery of drugs to the wholesalers. Aidas major products, including etimicin sulfate, are listed in the Drug Catalog for Basic National Medical Insurance and are recognized by the medical insurance system.
56
Aida divides the domestic market into two large regions, namely, Northern Region and Southern Region using by Yangtze River as the demarcation. Special emphasis is given to markets in Eastern China and the Coastal Regions, as those areas are the most affluent areas in China. To augment the sales force, Aida also engages local agents wherever required and necessary. The Company has established selling and marketing offices in over twenty provinces, autonomous regions, and the four municipalities under the central government, and has representatives for establishing and maintaining relations with local hospitals and wholesalers. Currently, the Company has established close relations with over 200 wholesalers. Through this deep national network, Aidas drugs are being sold to several hundred county, city and provincial hospitals.
Sales and Marketing Management
The Company maintains an English-Chinese website,
www.aidapharma.com
, for introducing its products as well as placing purchases online.
Aida keeps frequent academic communications with hospitals and specialists. Aida also organizes seminars for hospitals and wholesaler personnel and deploys Aida regional representatives to convey the application of various drugs to medical health care providers as well as report any drug safety issues back to the home offices. The Company publishes studies related to its products and research results in medical journals. Industrial shows and exhibitions are also useful means for the Company to learn more market and competitive information and explore the Companys influence and visibility.
In order to strengthen and motivate its sales personnel, Aida instituted an annual incentive and review system.
Reports to Security Holders
For further information, reference is made to the Registration Statement and to the exhibits filed therewith. Copies of the complete Registration Statement, including exhibits may be examined at the office of the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C. 20549, through the EDGAR database at
www.sec.gov
or may be obtained from this office on payment of the usual fees for reproduction. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0300. We are an electronic filer and will file annual, quarterly and other reports with the Securities and Exchange Commission, which will also be available at
www.sec.gov
DESCRIPTION OF PROPERTY
Principal Office
Our headquarters are currently located in approximately 17,330 square meters of office space at 31 Dingjiang Road, Jianggan District, Hangzhou, China.
Existing Production Facilities and Proposed Expansion
Currently, we own 3 plants and have obtained a prepaid land use right to acquire a long-term interest to utilize the land underlying the plants. Our production facilities are described as follows:
1.
Hangzhou Aida Pharmaceutical Co., Ltd.
Constructed according to national Good Manufacturing Practice (GMP) standards, this plant occupies an area of approximately 17,330 square meters and has an annual production capacity of approximately 15 million powder doses, 150 million capsules and 200 million tablets.
57
2.
Changzhou Fangyuan Pharmaceutical Co., Ltd.
Constructed according to national Good Manufacturing Practice (GMP) standards, this plant occupies an area of approximately 80,000 square meters and has an annual production capacity of approximately 7.5 million liquid doses and 3200 kilograms of Etimicin base.
3.
Hainan Aike Pharmaceutical Co., Ltd
. Constructed according to national Good Manufacturing Practice (GMP) standards, this plant occupies an area of approximately 3,900 square meters and has an annual production capacity of approximately 12 million bottles of transfusion preparations.
We believe that the general physical condition of our plants and production facilities can completely satisfy our current production needs in terms of quantity and production quality for the immediate future; however, we also recognize that we must provide for needs of rapidly growing business development and therefore, on July 28, 2007 the Board of Directors of Hangzhou Aida Pharmaceutical Co., Ltd., a wholly-owned subsidiary, held a meeting and unanimously approved the following actions:
·
To find a new ample place with larger size for the construction of new GMP certified manufacturing facility of Rh-Apo2l and capacity expansion of current products.
·
To transfer the current land and housing where Hangzhou Aida is now located on the basis of fair market value to cash for the new construction.
In connection with this effort, we intend to utilize $4,000,000 from the proceeds of the maximum offering for construction of a GMP manufacturing facility for new drug Rh-Apo2l.
LEGAL PROCEEDINGS
From time to time we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. Other than what is mentioned below, we are currently not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, management is not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Should any liabilities incurred in the future, they will be accrued based on managements best estimate of the potential loss. As such, there is no adverse effect on our consolidated financial position, results of operations or cash flow at this time. Furthermore, Management of the Company does not believe that there are any proceedings to which any director, officer, or affiliate of the Company, any owner of record of the beneficially or more than five percent of the common stock of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
In 2006, we brought a legal action against Jiangxi Pharmaceutical Co., Ltd. and Hainan Licheng Pharmaceuticals Co., Ltd. for their infringement upon the patent of Etimicin transfusion. As the plaintiff, we claimed compensation of approximately $38,590 for the infringement. According to the judges report from the local court in Haikou, PRC, on December 30, 2006, we won the lawsuit and Hainan Haomai Pharmaceutical Co. Ltd. and Fuzhou Likang Pharmaceuticals Co., Ltd. will be required to pay us $38,590 as compensation. However, Jiangxi Pharmaceutical Co., Ltd. and Hainan Licheng Pharmaceuticals Co., Ltd. appealed the ruling to a higher level court and we have not received the payment as of June 30, 2007.
In December of 2005, we sued Hainan Haomai Pharmaceutical Co., Ltd. and Fuzhou Likang Pharmaceuticals Co., Ltd. for their infringement upon the patent of Etimicin transfusion. As the plaintiff, we claimed compensation of approximately $38,590 for the infringement. According to the judges report from the local court in Haikou, PRC, on January 18, 2007, we won the lawsuit and Hainan Haomai Pharmaceutical Co., Ltd. and Fuzhou Likang Pharmaceuticals Co., Ltd. will pay $38,590 as compensation for the infringement. However, Hainan Haomai Pharmaceutical Co., Ltd. and Fuzhou Likang Pharmaceuticals Co., Ltd. appealed the ruling to a higher level court and we have not received the payment as of June 30, 2007
58
In January 2007, we were sued by Jiangying Xinqiao Construction Co., Ltd. for an overdue construction payment of $243,318. We believe the claim is without merit and plan to vigorously contend the claim. The local judge held court in April, 2007, but has not issued the judges report.
MANAGEMENT
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
A list of our current officers and directors appears below. The directors are elected annually by the shareholders. They do not presently receive any fees or other remuneration for their services as directors, although they are reimbursed for expenses associated with attending meetings of the board of directors. The board of directors appoints our officers.
|
|
|
|
Name
|
Age
|
Position
|
Director Since
|
Biao Jin
|
59
|
Director, Chief Executive Officer
|
December 2005
|
Jiajun Qiu
|
42
|
Director
|
December 2005
|
Qiong Zhang
|
40
|
Director
|
December 2005
|
Hui Lin
|
41
|
Chief Financial Officer
|
December 2005
|
Yuejun Jiang
|
32
|
Secretary
|
April 2006
|
Background
Biao
Jin
, Chairman of the board and chief executive officer. Mr. Jin obtained his college diploma degree from Pharmaceutical University of China in 1985. Mr. Jin is well known in the Chinese pharmaceutical field, with nearly 40 years of industry experience. Before joining Aida in 2003, Mr. Jin served in Zhejiang Pharmaceutical Co. Ltd. since 1977 and was Chairman since 2000. Mr. Jin has been granted with special allowance from the Central Government for his expertise and experience
Jiajun Qiu,
Director. Mr. Qiu has almost 20 years of experience in the pharmaceutical industry. Mr. Qiu graduated from Pharmaceutical University of China in 1988, majored in Pharmaceutical. Mr. Qiu worked as a production supervisor and assistant plant manager in Xinchang Pharmaceutical Co. Ltd from 1994 to 2002. Mr. Qiu was the general manager of Xinchang Guobang Chemical Co. Ltd. from 2002 to 2004. Before being the director of Aida in 2005, Mr. Qiu has been the chairman of Zhejiang Guobang Veterinary Drug Co. Limited (now named as Zhejiang Guobang Pharmaceuticals Co., Ltd.) since 2004.
Qiong Zhang,
Director. Ms Zhang received her bachelor degree in law from Eastern China Politics and Law College in 1991, her master degree in economics from Eastern China Normal University, and an EMBA from the Sloan Program of Stanford University. Ms. Zhang practiced securities law in China from 1991 to 1994. Thereafter from 1995, she has been involved in consultancy work in Asia Business Consulting Co. Ltd. and was the chief executive officer of Asia Business Consulting Co., Ltd. from 2002 to 2006. Ms. Zhang is now the chief executive officer of ABC Capital Management Co., Ltd.
Hui Lin,
Chief Financial Officer. Ms Lin has more than 20 years of experience in accounting and finance. Ms Lin received her education in Zhejiang University. Ms. Lin was an accountant at Xinchang Bearing Factory from 1982 to 1990, an accountant at Xinfeng Gas Equipment Co., Ltd. from 1990 to 1995, and a finance manager of Xinchang Pharmaceutical from 1995 to 1996. Ms Lin was the chief financial officer of Hangzhou Limin Pharmaceutical Factory from 1996 onward.
59
Yuejun Jiang,
Secretary. Mr. Jiang, 31 years old, obtained his Bachelor Degree of Chemistry and Master Degree of Business Administration from Tsinghua University. From 1997 to 1999, Mr. Jiang was a technician in Sinopec Zhenhai Refining & Chemical Company Limited. From 1999 to 2002, Mr. Jiang held a position in Zhejiang Pharmaceutical Co., Ltd. Since 2002 and prior to joining the Company in April 2006, Mr. Jiang was the Chief of the Department to general manager, the Secretary and financial manager of Hangzhou Jinou Group. Mr. Jiang is now also the Department Chief of Investment and senior financial manager of the Company.
Executive Officers
Our executive officers are appointed by and serve at the discretion of our board of directors.
Board of Directors
Our board of directors currently consists of three directors.
Our Bylaws provide that the number of directors which shall constitute our board (subject to our articles of incorporation) shall be determined by resolution of a majority of the total number of directors if there were no vacancies (the Whole Board) or, if there are fewer directors than a majority of the Whole Board, by unanimous consent of the remaining directors or by the stockholders at the annual meeting of the stockholders or a special meeting called for such purposes. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum of the Whole Board, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified.
Code of Ethics
The Company has adopted a code of ethics that applies to the Companys principal executive officer, principal financial officer, principal accounting officer or controller. The Company will provide, at no cost, a copy of the Code of Ethics to any shareholder of the Company upon receiving a written request sent to the Companys address shown on Page 1 of this report.
Director Compensation
None of the directors received any compensation for their respective services rendered to the Company during the year ended December 31, 2006 or the six month period ended June 30, 2007.
Directorships in Other Public Companies
None of our directors are directors of a US public company. Qiong Zhang is director of Shenzhen Sanxin Special Glass Technology Co., Ltd., a listed company in China.
EXECUTIVE COMPENSATION
The following table summarizes all compensation received by our current chief executive officer and chief financial officer for each year in the last three years when they served in those capacities:
60
SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
Principal position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock
Awards
($) (4)
|
Option
Awards
($) (4)
|
Non-
Equity
Incentive
Plan
Compen-
sation
($)
|
Nonquali-
fied
Deferred
Compen-
sation
Earnings
($)
|
All Other
Compen-
sation ($)
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
Biao Jin, CEO (1)
|
2006
|
17,835
|
-0-
|
-0
|
-0-
|
-0-
|
-0-
|
-0-
|
17,835
|
|
2005
|
168,794
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
168,794
|
Hui Lin, CFO
|
2006
|
12,091
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
12,091
|
|
2005
|
9,700
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
9,700
|
B. Alva Schoomer, Former CEO & CFO(2)
|
2005
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|
2004
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
(1)
became CEO on February 27, 2006
(2)
resigned respective positions on December 8, 2005.
SARs/LTIPs
None.
Employment Contracts/ Termination of Employment/Change of Control Arrangements
We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officers responsibilities following a change-in-control.
Compensation Arrangements of Services Provided as a Director
We have no arrangements with either director for compensation regarding service on the board nor has either of our directors received any compensation for service on our board during the last fiscal year.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Transactions with Management and Others
Since the beginning of our last fiscal year and the fiscal year preceding our last fiscal year and the through the end of our quarter ended June 30 2007, the transactions, series of similar transactions, currently proposed transactions, or series of currently proposed similar transactions, to which we were or are to be a party, in which the amount involved exceeded either $120,000 or one percent of the average of our total assets at the year end of our last three fiscal years, whichever is less, and in which any director or executive officer, or any security holder who is known to us to own of record or beneficially more than five percent of our common stock, or any member of the immediate family of any of the foregoing persons is a party are as follows:
61
(I) Due From Related Parties
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
|
|
|
|
|
Ningbo Tianheng Pharmaceuticals Co., Ltd.
|
(a)
|
$
|
19,077
|
$
|
18,605
|
$
|
12,391
|
Zhejiang Guobang Veterinary Drug Co., Ltd.
|
(b)
|
|
66,574
|
|
22,857
|
|
41,729
|
Total due from related parties
|
|
$
|
85,651
|
$
|
41,462
|
$
|
54,120
|
(II) Due To Related Parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merlin Green Canada Inc.
|
(c)
|
$
|
27,063
|
$
|
27,063
|
$
|
136,593
|
Jinou Group
|
(d)
|
|
|
|
-
|
|
22,899
|
Total due to related parties
|
|
$
|
27,063
|
$
|
27,063
|
$
|
159,492
|
(III) Due From Employees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
1,114,022
|
$
|
264,182
|
$
|
497,486
|
Long-term
|
|
|
-
|
|
-
|
|
616,440
|
Total due from employees
|
(e)
|
$
|
1,114,022
|
$
|
264,182
|
$
|
1,113,926
|
(IV) Due To Employees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
357,172
|
$
|
122,440
|
$
|
493,492
|
Total due to employees
|
(e)
|
$
|
357,172
|
$
|
122,440
|
$
|
493,492
|
(a)
Ninbo Tianheng Pharmaceutical (Tianheng), a former shareholder of HAPC, purchased $38,703 of finished goods from HAPC in 2006. The remaining balance is interest free, unsecured and has no fixed repayment term.
(b)
Zheijiang Guobang Veterinary Drug Co., Ltd., a company controlled by the director of HAPC, sold $194,977 of raw materials to HAPC in 2006. The balances at December 31, 2006 and 2005 represent prepayments for future purchases.
(c)
Merlin Green Canada Inc. is the shareholder of Hainan Aike Pharmaceutical Co., Ltd. The amounts represent money advanced from Merlin Green Canada Inc. in 2006. The balance is unsecured, interest-free and has no fixed repayment terms.
(d)
Jinou Group is a company controlled by Jin Biao, the chairman of the Company. The amounts represent money advanced from Jinou Group in 2005. The amount is interest free, unsecured and has no fixed repayment terms.
(e)
Due from/to employees are interest-free, unsecured and have no fixed repayment term.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of November 6, 2007 with respect to the beneficial ownership of our outstanding shares of capital stock by (i) each person known by us who will beneficially own five percent (5%) or more of the outstanding shares; (ii) the officers and directors; and (iii) all the aforementioned officers and directors as a group.
62
|
|
|
|
Title of Class
|
Name and
Address of
Beneficial Owners (1)
|
Amount and
Nature of Beneficial Ownership
|
Percent
Of
Class (2)
|
|
|
|
|
Common
|
Union Zone Management Ltd. (3)
No. 31 Dingjiang Road
Hangzhou, Zhejieng, PRC 310016
|
14,025,000
|
51.94
|
|
|
|
|
Common
|
Panasia Strategy Investment Co. Ltd. (4)
1306, 13/F, Carnival Commercial Building, 18 Java Road, North Point, Hong Kong
|
4,475,000
|
16.57
|
|
|
|
|
Common
|
Winsummit China Growing Holdings, Ltd. (5)
1306, 13/F, Carnival Commercial Building, 18 Java Road, North Point, Hong Kong
|
1,770,000
|
6.56
|
|
|
|
|
Common
|
Biao Jin, Chairman, Chief Executive Officer(3)
|
5,343,525
|
19.79
|
|
|
|
|
Common
|
Cede & Co
Depository Trust Company
PO Box 222
Bowling Green Station
New York, NY 10274
|
2,587,140
|
9.58
|
|
|
|
|
Common
|
Qiong Zhang, Director (4)(5)
|
2,680,000
|
9.93
|
|
|
|
|
Common
|
Jiajun Qiu, Director (3)
|
2,835,388
|
10.50
|
|
|
|
|
Common
|
Hui Lin, Chief Financial Officer(3)
|
661,512
|
2.45
|
|
|
|
|
Common
|
Liming Wen (3)
|
2,608,650
|
9.66
|
|
|
|
|
Common
|
Yuejun Jiang(6)
|
100,000
|
0.37
|
|
|
|
|
Common
|
All executive officers and directors as a group (5 persons)
|
11,620,425
|
43.04
|
(1)
Unless otherwise noted, the address for each of the named beneficial owners is: No.31 Dingjiang Road, Hangzhou, Zhejieng, PRC 310016.
(2)
The percentage of outstanding shares of common stock is based upon 27,000,000 shares of common stock issued and outstanding as of November 6, 2007.
(3)
Union Zone Management Ltd. (Union Zone) is controlled by Biao Jin, our Chairman and Chief Executive Officer (38.1%), Jiajun Qiu, our director (20.22%) ,Liming Wen (18.6%) and Hui Lin, our Chief Financial Officer (4.72% ). Accordingly, Mr. Biao Jin indirectly owns 5,343,525 shares through his 38.1% ownership of Union Zone since he is deemed to have and/or share the power to direct the voting and disposition of such shares. Mr. Qiu indirectly owns 2,835,388 shares through his 20.22% ownership of Union Zone since he is deemed to have and/or share the power to direct the voting and disposition of such shares, Ms. Wen indirectly owns 2,608,650 shares through her 18.6% ownership of Union Zone since she is deemed to have and/or share the power to direct the voting and disposition of such shares. Ms. Lin indirectly owns 661,512 shares through her 4.72% ownership of Union Zone since she is deemed to have and/or share the power to direct the voting and disposition of such shares.
63
(4)
Panasia Strategy Investment Co. Ltd. (Panasia) is controlled by Qiong Zhang, our director (50%) and Kwan Hung Lam (25%) and Jianping Wei (25%). Accordingly, Ms. Qiong Zhang indirectly owns 2,237,500 shares through her 50% ownership of Panasia since she is deemed to have and/or share the power to direct the voting and disposition of such shares. Panasia is registering 1,300,000 of its shares for resale pursuant to this prospectus.
(5)
Winsummit China Growing Holdings, Ltd. (Winsummit) is controlled by Qi-wei Chen (30%), Jia-wei Chen (20%), Qiong Zhang, our director (20%), Kwan Hung Lam (10%), Jian Ping Wei (5%), Yong Jiang (5%), Jiangsheng Zhu (5%) and Dragonlink Asia Limited (5%). Accordingly, Ms. Qiong Zhang indirectly owns 354,000 shares through her 20% direct ownership of Winsummit and 88,500 shares through her wholly owned Dragonlink Asia Limiteds 5 % ownership of Winsummit since she is deemed to have and/or share the power to direct the voting and disposition of such shares.
(6)
Mr. Yuejun Jiang received 100,000 shares as one of the employees from the Form S-8 registration of July 5, 2006. He currently serves as AIDAs Secretary and financial manager.
SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options, warrants or conversion privileges for any or our existing or proposed securities except for the conversion privileges held by a non-related party under a convertible note.
Changes in Control
To the best of our knowledge, there are no contractual arrangements or pledges of our securities, which may at a subsequent date result in a change of our control.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 76,000,000 shares of stock: 75,000,000 shares of Common Stock, $0.001 par value, and 1,000,000 shares of Preferred Stock, at $0.001 par value. We are offering 1,200,000 units under this Prospectus. We are not offering any preferred shares.
Units
Each unit offered hereby consists of one share of common stock, one redeemable class A warrant and one redeemable class B warrant. The common stock will be immediately, separately transferable after the initial closing of this offering.
Common stock
We have 27,000,000 shares of our common stock currently issued and outstanding. All common shares have equal voting rights and are not assessable. Voting rights are not cumulative. The holders of more than 50% of the voting stock could, if they chose to do so, elect all of the directors. Upon liquidation, dissolution or winding up of AIDA and after the payment of liabilities and satisfaction of all claims our assets will be distributed pro rata to the holders of the common stock. The holders of the common stock do not have preemptive rights to subscribe for any additional securities and they have no right to require us to redeem or purchase their shares.
64
Holders of our common stock are entitled to share equally in dividends when, as and if declared by the board of directors, out of funds legally available for that purpose after payment of any dividends to the holders of our preferred stock. There are no preferred shares currently issued. We have not paid any cash dividends on our common stock, and it is unlikely that any such dividends will be declared in the foreseeable future.
Warrants
Each redeemable class A warrant and redeemable class B warrant entitles the registered holder thereof to purchase one share of common stock from us at a price of $3.00 and $3.50 per share, respectively, subject to adjustment in certain circumstances, The class A warrants are exercisable for a period of one year from the date hereof and the class B warrants are exercisable for a period of two years from the date hereof.
We may redeem the class A warrants and class B warrants at a redemption price of $0.10 per class A warrant, upon at least 30 days' prior written notice, commencing on ________, 2008 (six months after the date hereof), if the average of the closing high bid prices of the common stock exceeds $3.00 or $3.50, respectively, for five consecutive trading days ending on the third day prior to the date on which notice of redemption is given, and provided that a current prospectus relating to the underlying securities is then in effect. All of the redeemable class A warrants or redeemable class B warrants, as the case may be, must be redeemed if any are redeemed. We will redeem the warrants if we are in need of additional capital at a time when the common stock is trading above of $3.00 or $3.50, respectively, and we believe that other sources of capital are less advantageous.
The exercise prices and number of shares of common stock or other securities issuable upon exercise of the warrants are subject to adjustment in certain circumstances, including in the event of a stock dividend, stock split, recapitalization, reorganization, merger or consolidation.
The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price to the warrant agent for the number of warrants being exercised. Holders of the warrants do not have the rights or privileges of holders of common stock.
In order to comply with applicable laws in connection with the exercise of the warrants and the resale of the common stock issued upon such exercise, the warrants will be exercisable only if:
·
at the time of exercise, we have an effective and current registration statement on file with the Securities and Exchange Commission covering the shares of common stock issuable upon exercise upon such warrant; and
·
such shares have been registered or qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the holder of such warrant.
We will use our best efforts to have all shares so registered or qualified on or before any exercise date and to maintain a current prospectus relating thereto until the expiration of the warrants, subject to the terms of the warrant agreement. While it is our intention to do so, there is no assurance that it will be able to comply. We therefore will be required to file post-effective amendments to this registration statement when subsequent events require such amendments in order to continue the registration of the common stock underlying the warrants and to take appropriate action under state laws. During any period in which we fail to maintain the effectiveness of this registration statement, the warrant holders will not be able to exercise their warrants.
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Preferred stock
We have no outstanding preferred shares and we have not established any series or class of preferred shares. Our preferred stock may be issued from time to time in one or more series. Our board of directors has the authority to designate the rights and preferences of our preferred shares in one or more classes or series and with respect to each such class or series to fix and determine the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.
Change in Control Provisions
There are no provisions in our charter or bylaws that would delay, defer or prevent a change in our control.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our articles of incorporation provide that no director or officer shall be personally liable for damages for breach of fiduciary duty for any act or omission unless such acts or omissions involve intentional misconduct, fraud, knowing violation of law, or payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.
Our bylaws provide that we shall indemnify any and all of our present or former directors and officers, or any person who may have served at our request as director or officer of another corporation in which we own stock or of which we are a creditor, for expenses actually and necessarily incurred in connection with the defense of any action, except where such officer or director is adjudged to be liable for negligence or misconduct in performance of duty. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that he shall be indemnified against reasonable expenses incurred in connection therewith.
To the extent that indemnification may be available to our directors and officers for liabilities arising under the Securities Act of 1933, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and therefore unenforceable. If a claim for indemnification against such liabilitiesother than our paying expenses incurred by one of our directors or officers in the successful defense of any action, suit or proceedingis asserted by one of our directors or officers in connection with the securities being registered in this offering, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by us is against public policy as expressed in the Act, and we will be governed by the final adjudication of such issue.
SELLING SHAREHOLDER
On behalf of the selling shareholder we are seeking to register 1,300,000 shares in this offering. We will not receive any of the proceeds from the sale of those shares being sold by the selling security holder. 1,300,000 of these shares have already been issued to the selling security holder in private placement transactions that were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933. An additional 1,200,000 new units (consisting of 1,200,000 shares of common stock, 1,200,000 shares of common stock issuable upon exercise of Class A Warrants and 1,200,000 shares of common stock issuable upon the exercise of Class B warrants) are being offered by AIDA Pharmaceuticals, Inc. The selling security holder may sell their shares in sales in the open market or in privately negotiated transactions. We will receive proceeds of up to $2,640,000 from the sale of the 1,200,000 units being offered by AIDA Pharmaceuticals, Inc.
All costs, expenses and fees in connection with the registration of the selling stockholder's shares will be borne by us. All brokerage commissions, if any, attributable to the sale of shares by selling stockholder will be borne by selling stockholder.
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The following table sets forth the number of shares that the selling security holder may offer for sale from time to time. The shares offered for sale constitute all of the shares known to us to be beneficially owned by the selling security holder. The selling security holder has held any position or office with us, except as specified in the following table. Other than the relationships described below, the selling security holder had or has any material relationship with us.
An aggregate of 1,300,000 shares of common stock may be offered for resale by the selling shareholder, Panasia Strategy Investment Co., Ltd., (Panasia) which equals approximately 4.81% of our outstanding shares. Panasia owns an aggregate of 4,475,000 of our shares or 16.57% and is therefore considered and affiliate; Panasia is controlled by Qiong Zhang, one of our directors (50%) and, accordingly, Ms.Qiong Zhang indirectly owns 2,237,500 shares through her 50% ownership of Panasia since she is deemed to have and/or share the power to direct the voting and disposition of such shares. Panasia acquired its shares and its affiliate status as part of the acquisition transaction between AIDA and Earjoy and the Earjoy shareholders.
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Number & Percent
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shares owned
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assuming sale of
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Percentage owned
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1,200,000 new
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Number & percent
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Number & percent
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assuming sale of
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shares & selling
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Name
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of shares owned
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of shares offered
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1,200,000 shares *
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shareholder shares
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Panasia (1)
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4,475,000 / 16.57%
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1,300,000 / 4.81%
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15.87%
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3,175,000 / 11.26%
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TOTAL
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4,475,000/16.57%
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1,300,000 / 4.81%
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15.87%
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0 / 11.26%
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(1) Qiong Zhang in her capacity as the managing director of Panasia Strategy Investment Co., Ltd., has the voting and investment power over the shares listed. The selling stockholder has advised us that it is not a broker-dealer or affiliate of a broker-dealer and that it believes it is not required to be a broker-dealer.
* We will have 28,200,000 shares of common stock issued and outstanding if all new shares offered pursuant to this Prospectus are sold
PLAN OF DISTRIBUTION
The New Issue Shares Offered by Us
We are offering a maximum of 1,200,000 units on a best efforts basis. Each unit There is no commitment on the part of any person to purchase and pay for any units. Our officers, directors and/or employees will be offering the units for sale, but they will receive no compensation for their efforts in making any such offers or sales. Our officers, directors and employees may only make sales if they can rely on the exemption provided by Rule 3a4-1 under the Securities Exchange Act of 1934, which permits such persons to sell securities under certain circumstances without registration as a securities broker.
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We may also engage registered broker-dealers to offer and sell the units. We may pay any such registered persons who make such sales a commission of up to 10% of the sale price of units sold, and provide the registered persons a non-accountable expense allowance of up to 3% of the sale price of units sold. We have not entered into any underwriting agreement, arrangement or understanding for the sale of the units being offered. In the event we retain a broker who may be deemed an underwriter, we will file a post-effective amendment to this registration statement with the Securities and Exchange Commission. This offering is intended to be made solely by the delivery of this Prospectus and the accompanying subscription application to prospective investors. We may terminate this offering prior to the expiration date.
In order to buy our units, you must complete and execute the subscription agreement and make payment of the purchase price for each unit purchased either in cash, check or wire transfer payable to Timeshare Holdings, Inc.
Our officers and directors may purchase additional units, however we do not have any such arrangement with our officers and directors.
Solicitation for purchase of our units will be made only by means of this prospectus and communications with officers and directors who:
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(i)
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will not receive any commission in connection with the sale of any securities registered in this offering;
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(ii)
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are not and have not been associated persons of a broker dealer within the preceding 12 months;
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(iii)
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do not participate in selling an offering of securities for any issuer more than once every 12 months;
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(iv)
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have not been subject to any statutory disqualification as defined in section 3(a)(39) of the Securities Exchange Act; and
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(v)
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intend to primarily perform, at the end of this offering, substantial duties on behalf of the issuer otherwise than in connection with transactions in securities.
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As a result, our officers and directors will not register as a broker-dealer with the Securities and Exchange Commission pursuant to Section 15 of the Securities Act in reliance of Rule 3a4-1 of the Exchange Act which sets forth the above mentioned conditions under which a person associated with an issuer may participate in the offering of the issuers securities and not be deemed a broker-dealer.
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.
The 1,300,000 Shares Offered by Selling Shareholder
We are registering 1,300,000 shares of common stock on behalf of the selling shareholder, Panasia. As used in this prospectus, the term Selling Shareholder includes pledgees, transferees or other successors-in-interest selling shares received from a Selling Shareholder as pledgors, assignees, borrowers or in connection with other non-sale-related transfers after the date of this prospectus. This prospectus may also be used by transferees of Panasia, including broker-dealers or other transferees who borrow or purchase the shares to settle or close out short sales of shares of common stock. We will not receive any of the proceeds of sales by Panasia.
Panasia may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales may be at fixed or negotiated prices. Panasia will act independently from us in making decisions with respect to the manner, timing, price and size of each sale. The selling shareholder may use any one or more of the following methods when selling shares:
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§
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
§
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
§
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
§
an exchange distribution in accordance with the rules of the applicable exchange;
§
privately negotiated transactions;
§
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
§
broker-dealers may agree with the selling security holder to sell a specified number of such shares at a stipulated price per share;
§
a combination of any such methods of sale;
§
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or
§
any other method permitted pursuant to applicable law.
Panasia may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440.
In connection with the sale of the common stock or interests therein, Panasia may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. Panasia may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. Panasia may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
We are required to pay certain fees and expenses incurred by us, incident to the registration of the shares. We have agreed to indemnify Panasia against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
Panasia has advised us that they has not entered into any written or oral agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling security holder.
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Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of its shares of the common stock. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the shares offered by this prospectus.
Because the Selling Shareholder may be deemed to be underwriters within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. We will make copies of this prospectus available to the selling security holder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.
Penny Stock Regulation
Our common stock is subject to Securities and Exchange Commission rules regulating broker-dealer transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system. The penny stock rules require a broker-dealer, before a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:
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·
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a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
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·
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a description of the broker's or dealer's duties to the customer and of the customers rights and remedies with respect to violation of such duties;
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a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
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·
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a toll-free telephone number for inquiries on disciplinary actions;
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·
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definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
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·
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such other information in such formincluding language, type, size and formatas the Securities and Exchange Commission shall require by rule or regulation.
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Before effecting any transaction in a penny stock, the broker-dealer must also provide the customer the following:
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·
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the bid and ask quotations for the penny stock;
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·
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the compensation of the broker-dealer and its salesperson in the transaction;
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·
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the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
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·
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monthly account statements showing the market value of each penny stock held in the customer's account.
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70
In addition, the penny stock rules require that before a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
(a)
Previous independent accountants
(i)
On January 24, 2006, the Company terminated its engagement of Most & Company, LLP (Mostco), as the Companys independent accountants, who were engaged on July 20, 2005, with the concurrent dismissal of Sherb & Company, LLP (Sherb). Therefore, Mostco performed no audit services for the Company.
(ii)
As was set forth in the Companys Current Report on Form 8-K/A dated July 20, 2005, Sherbs audit reports on the Registrants financial statements as of and for the year ended December 31, 2004 and 2003 contained an opinion expressing substantial doubt as to the Registrants ability to continue as a going concern. Those audit reports contained no other adverse opinions, disclaimer of opinion or modification of the opinion. BAS Consultings Board of Directors participated in and approved the decision to change independent accountants.
(iii)
In connection with its reviews of the interim periods until the date of dismissal, there have been no disagreements Most & Company, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement if not resolved to the satisfaction of Most & Company, LLP would have caused them to make reference thereto in their report on the financial statements..
(iv)
As was also set forth in the Companys Current Report on Form 8-K dated July 20, 2005
,
during the Registrants two most recent fiscal years and through July 20, 2005, there were no disagreements with the Sherb on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of the Sherb, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. None of the reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S-B occurred within the Registrants two most recent fiscal years nor through July 20, 2005.
(v)
BAS Consulting has requested that Most & Company, LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter is filed as an exhibit to our form 8-K/A reporting the event.
71
(b)
New Independent Accountants
On January 24, 2006, the board of directors voted to engage Weinberg & Company, P.A., to audit its consolidated financial statements for the year ended December 31, 2005. The Company has not consulted Weinberg & Company, P.A., during the two most recent fiscal years regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that was rendered on the Companys financial statements, and written reports and no oral advice was provided to BAS Consulting by concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial issue.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for Timeshare Holdings, Inc. by Sichenzia Ross Friedman Ference LLP, 61 Broadway New York, New York 10006.
EXPERTS
Weinberg & Company, P. A., an independent registered public accounting firm, has audited our consolidated financial statements as of and for the years ended December 31, 2006 and 2005, included in our Annual Report on Form 10-KSB for the year ended December 31, 2006, as set forth in their report, which is included in this Prospectus and elsewhere in the registration statement. Our consolidated financial statements are included in reliance on Weinberg & Company, P.A.s report, given on their authority as experts in accounting and auditing.
ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains all material information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of the Securities and Exchange Commission. We refer you to the registration statement and its exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed with the Securities and Exchange Commission, can be inspected and copied at the Securities and Exchange Commissions public reference room at 100 F Street, N.E., Washington, D.C. 20549-1004. The public may obtain information about the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. In addition, the Securities and Exchange Commission maintains a web site at http://www.sec.gov, which contains the Form SB-2 and other reports, proxy and information statements and information regarding issuers that file electronically with the Securities and Exchange Commission.
FINANCIAL STATEMENTS
The following financial statements begin on the next page:
§
Consolidated Financial Statements for AIDA Pharmaceuticals, Inc. (formerly BAS Consulting, Inc.) and Subsidiaries as of June 30, 2007 and for the Three and Six Months Ended June 30, 2007 and 2006 (Unaudited)
§
Consolidated Financial Statements for AIDA Pharmaceuticals, Inc. (formerly BAS Consulting Inc.) and Subsidiaries as of and for the Years Ended December 31, 2006 and 2005 (Audited)
72
Index to Financial Statements
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Page
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Condensed Consolidated Balance Sheets as of June 30, 2007 (Unaudited) and December 31, 2006
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F-1
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Condensed Consolidated Statements of Income (Loss) and Comprehensive Income
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for the Three and Six months ended June 30, 2007 and 2006 (Unaudited)
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F-2
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended
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June 30, 2007 and 2006 (Unaudited)
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F-3
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Notes to the Condensed Consolidated Financial Statements for the Six Months Ended
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June 30, 2007 and 2006 (Unaudited)
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F-5
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Report of Independent Registered Public Accounting Firm
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F-20
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Consolidated Balance Sheets as of December 31, 2006 and 2005
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F-21
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Consolidated Statements of Income and Comprehensive Income for the Years Ended
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December 31, 2006 and 2005
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F-22
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Consolidated Statements of Changes in Shareholders Equity for the Years Ended
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December 31, 2006 and 2005
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F-23
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Consolidated Statements of Cash Flows for the Years Ended December 31, 2006 and 2005
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F-24
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Notes to the Consolidated Financial Statements as of December 31, 2006 and 2005
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F-27
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73
AIDA PHARMACEUTICALS, INC.
(FORMERLY BAS CONSULTING, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005
1.
ORGANIZATION AND PRINCIPAL ACTIVITIES
Aida Pharmaceuticals, Inc. (Formerly BAS Consulting, Inc. (BAS)) was incorporated under the laws of the State of Nevada on December 18, 2002. On March 6, 2006, BAS Consulting, Inc. changed its name to Aida Pharmaceuticals, Inc.
On December 8, 2005, Aida Pharmaceuticals Inc. and its subsidiaries (Aida or the "Company") completed and closed the share exchange agreement dated as of June 1, 2005 by and among the Company, Earjoy and the shareholders of Earjoy. Pursuant to the agreement, the Company completed the following actions:
(1)
Effective November 30, 2005, the Company implemented a 1 for 6.433138 reverse stock split prior to the closing of the agreement so that the Company’s 10,453,850 outstanding shares as of the date of the agreement then represent 1,625,000 shares of common stock;
(2)
The Company issued and delivered to the shareholders of Earjoy an aggregate of 23,375,000 shares of its post−reverse stock split common stock, representing 93.5% of all of the Company’s issued and outstanding common stock, in exchange for 100% of the outstanding capital of Earjoy;
After the share exchange, Earjoy became a wholly−owned subsidiary of the Company.
Hangzhou Aida Pharmaceutical Co., Ltd. (HAPC) is a wholly owned subsidiary of Earjoy. HAPC is the principal operating subsidiary of Earjoy. HAPC has been in operation since March 1999 and was established as a limited liability company under the laws of the Peoples Republic of China (PRC) on March 26, 1999. On December 23, 2004, Earjoy entered into a Share Purchase Agreement with Best Nation Investment Co., Ltd. for the acquisition by Earjoy of 100% of all interests in HAPC.
After the share exchange, HAPC became the principal operating subsidiary of the Company and is deemed to be the accounting acquirer and the exchange transaction has been accounted for as a reverse acquisition in accordance with SFAS No. 141, Business Combinations. The acquisition was accounted for as the recapitalization of HAPC.
On August 14, 2006, Hangzhou Aida Pharmaceutical Co., Ltd. (HAPC) purchased an additional 5% interest in Hainan Aike Pharmaceutical Co., Ltd. (Hainan) for $63,222 in cash. On August 14, 2006, HAPC increased its shares in Hainan through an additional investment of $568,994 into Hainan. Thereafter, Hainan became a 60.61% owned subsidiary of the Company.
F-27
AIDA PHARMACEUTICALS, INC.
(FORMERLY BAS CONSULTING, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005
1.
ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
On August 6, 2006, the Company acquired 77.5% interest of Shanghai Qiaer Bio-Technology Co., Ltd. (Qiaer) for $2,943,594 in cash and Qiaer became a 77.5% owned subsidiary of the Company.
On February 1, 2005, the Company purchased an additional 52% interest in Changzhou Fangyuan Pharmaceutical Co., Ltd. for $3,232,542 in cash. Thereafter, Changzhou Fangyuan Pharmaceutical Co., Ltd. became a 66% owned subsidiary of the Company.
The primary operations of the Company are the development, production and distribution of antibiotics, cardiovascular and anti cancer drugs, in the form of powder for injection, liquid for intravenous injection, capsule, tablet, ointment, etc., within the Peoples Republic of China (PRC).
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Principles of Consolidation
The consolidated financial statements include the accounts of Aida Pharmaceuticals, Inc. (Formerly BAS Consulting, Inc.) and the following subsidiaries:
(i)
Earjoy Group Limited (Earjoy) (100% subsidiary of Aida);
(ii)
Hangzhou Aida Pharmaceutical Co. Ltd. (HAPC) (100% subsidiary of Earjoy);
(iii)
Hangzhou Boda Medical Research and Development Co., (Boda) (100% subsidiary of HAPC);
(iv)
Hainan Aike Pharmaceutical Co., Ltd. (Hainan) (60.61% subsidiary of HAPC) and Yang Pu Aike Pharmaceutical Co., Ltd. (Yangpu) (95% subsidiary of Hainan). HAPC exercises significant influence over Hainan by controlling over 50% of the voting rights;
(v)
Changzhou Fangyuan Pharmaceutical Co., Ltd (Fangyuan) (66% subsidiary of HAPC).
(vi)
Shanghai Qiaer Bio-Technology Co., Ltd. (Qiaer) (77.5% subsidiary of HAPC).
All significant inter-company accounts and transactions have been eliminated in consolidation.
F-28
AIDA PHARMACEUTICALS, INC.
(FORMERLY BAS CONSULTING, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b) Concentrations
The Company has three and four major customers for the years ended December 31, 2006 and 2005, respectively who accounted for the following percentage of total sales and total accounts receivable in 2006 and 2005:
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Sales
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|
Accounts Receivable
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Major Customers
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|
2006
|
2005
|
|
2006
|
2005
|
|
|
|
|
|
|
|
Company A
|
|
-
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1%
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|
-
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4%
|
Company B
|
|
-
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3%
|
|
-
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11%
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Company C
|
|
-
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1%
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|
-
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4%
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Company D
|
|
-
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12%
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|
-
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7%
|
Company E
|
30%
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-
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46%
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-
|
Company F
|
2%
|
-
|
1%
|
-
|
Company G
|
2%
|
-
|
1%
|
-
|
The Company has two major suppliers who accounted for the following percentage of total purchases and total accounts payable in 2006 and 2005:
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Purchases
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Accounts Payable
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Major Suppliers
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2006
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2005
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2006
|
2005
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|
|
|
|
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Company H
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17%
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13%
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|
7%
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10%
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Company I
|
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4%
|
7%
|
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3%
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4%
|
The sole market of the Company is the PRC for the years ended December 31, 2006 and 2005.
Of the total revenue for 2006 and 2005, 40% and 69%, respectively, was fully dependent on the patent for Etimicin Sulfate owned by the Company. The net book value of the patent is $92,610 and $125,019 at December 31, 2006 and 2005, respectively.
(c) Economic and Political Risks
The Companys operations are conducted in the PRC. Accordingly, the Companys business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC economy.
F-29
AIDA PHARMACEUTICALS, INC.
(FORMERLY BAS CONSULTING, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(c) Economic and Political Risks (continued)
The Companys operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Companys 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, remittances abroad, and rates and methods of taxation, among other things.
(d) Use of Estimates
The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America 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 periods.
Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ materially from those estimates.
(e) Fair Value of Financial Instruments
The Companys financial instruments include cash and cash equivalents, restricted cash, accounts receivable, notes receivable, due to/from related parties, other receivables, due from/to employees, prepayments for goods, accounts payable, other payables and accrued liabilities, short-term debt, taxes payable and customer deposits. Management has estimated that the carrying amount approximates fair value due to their short-term nature. The fair value of the Companys long-term debt is estimated based on the current rates offered to the company for debt of similar terms and maturities. Under this method, the Companys fair value of long-term debt was not significantly different from the carrying value at December 31, 2006 and 2005.
(f) Cash and Cash Equivalents
For financial reporting purposes, the Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents. The Company maintains no bank account in the United States of America.
Restricted cash at December 31, 2006 and 2005 represents time deposits on account to secure notes payable. Also see Note 11.
F-30
AIDA PHARMACEUTICALS, INC.
(FORMERLY BAS CONSULTING, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(g) Inventories
Inventories are stated at the lower of cost or net realizable value. The cost of raw materials is determined on the basis of weighted average. The cost of finished goods is determined on the weighted average basis and comprises direct materials, direct labor and an appropriate proportion of overhead.
Net realizable value is based on estimated selling prices less any further costs expected to be incurred for completion and disposal.
(h) Trade Receivables
Trade receivables are recognized and carried at original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. At December 31, 2006 and 2005, the Company has an allowance for doubtful accounts of $639,208 and $386,688, respectively.
(i) Marketable Securities
The Companys investment in marketable securities consists of an investment in a Chinese open-ended mutual fund that invests in Chinese corporate equity securities. The Companys investment is classified as available-for-sale. In accordance with Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities, this investment is carried at fair market value and any unrealized gains and losses are included in other comprehensive income, a separate component of shareholders equity. Realized gains and losses from the sales of marketable securities and declines in value considered to be other than temporary are to be included in other income (expense). For the years ended December 31, 2006 and 2005, there were $106,633 and $0 unrealized gains recognized as other comprehensive gains from the increases in value, respectively. No realized gains or losses were recognized for the years ended December 31, 2006 and 2005. Also see Note 14.
(j) Prepayments for goods
Prepayments for goods represent cash paid in advance to suppliers for purchasing raw materials.
F-31
AIDA PHARMACEUTICALS, INC.
(FORMERLY BAS CONSULTING, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Long-Term Investments
The Company has invested in three companies in the PRC that have operations in the pharmaceutical industry. As of December 31, 2006 and 2005, the Company does not have more than 20% interest in any of these investments and does not exercise significant influence over them. The Company accounts for these investments under the cost method. Investment income is recognized by the Company when the investee declares a dividend and the Company believes it is collectible. Also see Note 10.
(l) Plant and Equipment
Plant and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is provided over their estimated useful lives, using the straight-line method. Leasehold improvements are amortized over the life of the asset or the term of the lease, whichever is shorter. Estimated useful lives are as follows:
Buildings
20 to 40 years
Machinery
5 to 10 years
Motor vehicles
5 to 10 years
Office equipment
5 years
Leasehold improvements
5 to 20 years
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to expense as incurred, whereas significant renewals and betterments are capitalized.
(m) Construction in Progress
Construction in progress represents direct costs of construction or the acquisition cost of buildings or machinery and design fees. 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 the assets are completed and ready for their intended use. Construction in progress at December 31, 2006 and 2005 related to buildings.
(n) Capitalized Interest
The Company capitalizes interest as a component of building construction costs. Total net interest expense incurred for the years ended December 31, 2006 and 2005 amounted to $1,712,578 and $1,102,668, respectively. Total interest expense capitalized as part of the construction costs for the years ended December 31, 2006 and 2005 amounted to $0 and $42,151, respectively.
F-32
AIDA PHARMACEUTICALS, INC.
(FORMERLY BAS CONSULTING, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(o) Land Use Rights
According to the laws of China, land in the PRC is owned by the Government and cannot be sold to an individual or company. However, the government grants the user a land use right to use the land. The land use right granted to the Company is being amortized using the straight-line method over the lease term of fifty years.
(p) Patents
Patents are comprised of the purchased cost of production licenses for new medicines. Patents are amortized over their beneficial periods of 2 to 17 years, using the straight-line method.
(q) Impairment of Long-Term Assets
Long-term assets of the Company are reviewed annually as to whether their carrying value has become impaired, pursuant to the guidelines established in SFAS No. 144. The Company considers assets to be impaired if the carrying value exceeds the future projected cash flows from the related operations. The Company also re-evaluates the periods of amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. There were no impairments in 2006 and 2005.
(r) Revenue Recognition
Revenue is recognized when the goods are shipped to customers and when all of the following criteria are met:
-Persuasive evidence of an arrangement exists,
-Delivery has occurred or services have been rendered,
-The sellers price to the buyer is fixed or determinable, and
-Collectibility is reasonably assured.
For fixed-priced refundable contracts, the Company recognizes revenue on a completion basis. Progress payments received/receivable are recognized as revenue only if the specified criteria are achieved, accepted by the customer, confirmed not refundable and continued performance of future research and development services related to the criteria are not required.
F-33
AIDA PHARMACEUTICALS, INC.
(FORMERLY BAS CONSULTING, INC.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005