UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
_______________
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended June 30, 2010
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________
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SHENTANG INTERNATIONAL, INC.
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(Exact name of registrant as specified in Charter)
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Nevada
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333-148545
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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7/F Shenping Liyuan Bldg, 3 Longcheng BeiLu, Longgang Central City,
Longgang District, Shenzhen 518116, People’s Republic of China
(Address of Principal Executive Offices)
_______________
(206) 202-3226
(Issuer Telephone number)
_______________
(Former Name or Former Address if Changed Since Last Report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes
o
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer
o
Accelerated Filer
o
Non-Accelerated Filer
o
Smaller Reporting Company
x
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes
o
No
x
State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 16, 2010: 20,000,000 shares of common stock.
SHENTANG INTERNATIONAL, INC.
FORM 10-Q
June 30, 2010
INDEX
PART I-- FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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F-1-F-11
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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1
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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5
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Item 4T.
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Controls and Procedures
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5
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PART II-- OTHER INFORMATION
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Item 1
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Legal Proceedings
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5
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Item 1A.
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Risk Factors
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5
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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5
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Item 3.
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Defaults Upon Senior Securities
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5
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Item 4.
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(Removed & Reserved)
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5
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Item 5.
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Other Information
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5
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Item 6.
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Exhibits
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6
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SIGNATURE
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements
Shentang International Inc. and Subsidiaries
Consolidated Financial Statements
June 30, 2010 (Unaudited)
TABLE OF CONTENTS
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Page
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Consolidated balance sheets
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F-1
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Consolidated statements of operations and comprehensive income / (loss)
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F-2
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Consolidated statements of cash flows
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F-3
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Notes to consolidated financial statements
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F-4~11
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Shentang International Inc. and Subsidiaries
Consolidated Balance Sheets
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June 30,
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December 31,
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2010
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2009
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Unaudited
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Assets
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Current assets:
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Cash and cash equivalents
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$
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33,712
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$
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11,513
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Accounts receivable, net
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2,155,331
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2,673,034
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Other receivables
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48,749
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394,357
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Inventory
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915
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260
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Prepaid expenses
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1,225
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4,874
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Total current assets
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2,239,932
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3,084,038
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Prepayment to related parties for acquisition
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1,427,208
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861,244
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Property and equipment, net
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24,578
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26,637
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$
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3,691,718
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$
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3,971,919
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Liabilities and Stockholders’ Equity
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Current liabilities:
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Accruals and other payables
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$
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136,913
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$
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139,054
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Total current liabilities
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136,913
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139,054
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Stockholders’ equity:
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Common stock ($0.001 par value; 190,000,000 shares authorized, 20,000,000 shares issued and outstanding)
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20,000
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20,000
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Additional paid-in capital
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556,833
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556,833
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Unappropriated retained earnings
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2,976,612
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3,257,701
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Accumulated other comprehensive income / (loss)
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1,360
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(1,669
|
)
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Total stockholders’ equity
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3,554,805
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3,832,865
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$
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3,691,718
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$
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3,971,919
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See notes to consolidated financial statements.
Shentang International Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income / (Loss)
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Three months ended
June 30,
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Six months ended
June 30,
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2010
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2009
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2010
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2009
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Unaudited
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Unaudited
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Unaudited
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Unaudited
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|
|
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Sales
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$
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444,054
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$
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92,153
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$
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618,596
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$
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1,345,363
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Cost of sales
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231,947
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59,233
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321,341
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864,791
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Gross margin
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212,107
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32,920
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297,255
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480,572
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Operating expenses
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Research and development expenses
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13,348
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23,122
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24,897
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49,659
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Selling expenses
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3,622
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157,710
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9,528
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175,149
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General and administrative expenses
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246,189
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25,954
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546,500
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66,837
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|
|
|
|
|
263,159
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|
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206,786
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|
|
|
580,925
|
|
|
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291,645
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|
|
|
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|
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Operating (loss) / income
|
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(51,052
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)
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(173,866
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)
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(283,670
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)
|
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188,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Interest income / (expense)
|
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3,265
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|
(1,453
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)
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2,581
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|
|
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(3,103
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)
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(Loss) / Income before income tax expense
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(47,787
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)
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(175,319
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)
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|
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(281,089
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)
|
|
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185,824
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|
|
|
|
|
|
|
|
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Income tax expense
|
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-
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-
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-
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-
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Net (loss) / income
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(47,787
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)
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(175,319
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)
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(281,089
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)
|
|
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185,824
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|
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Foreign currency translation gain
|
|
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2,878
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|
|
|
89
|
|
|
|
3,029
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|
|
|
436
|
|
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Comprehensive (loss) / income
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$
|
(44,909
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)
|
|
$
|
(175,230
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)
|
|
$
|
(278,060
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)
|
|
$
|
186,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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(Loss) / Earnings per share – basic and diluted
|
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$
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(0.002
|
)
|
|
$
|
(0.010)
|
|
|
$
|
(0.014
|
)
|
|
$
|
0.010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding - basic and diluted
|
|
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20,000,000
|
|
|
|
18,120,000
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|
|
|
20,000,000
|
|
|
|
18,120,000
|
|
See notes to consolidated financial statements.
Shentang International Inc. and Subsidiaries
Consolidated Statements of Cash Flows
|
|
|
Six Months Ended June 30,
|
|
|
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2010
|
|
|
2009
|
|
|
|
|
Unaudited
|
|
|
Unaudited
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
Net (loss) / income
|
|
$
|
(281,089
|
)
|
|
$
|
185,824
|
|
|
Adjustments to reconcile net (loss) / income to cash provided by operating activities
|
|
|
|
|
|
|
|
|
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Depreciation
|
|
|
2,536
|
|
|
|
-
|
|
|
Bad debt provision
|
|
|
241,876
|
|
|
|
-
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
275,827
|
|
|
|
420,906
|
|
|
Other receivables
|
|
|
345,608
|
|
|
|
3,750
|
|
|
Loan to director
|
|
|
-
|
|
|
|
(953,574
|
)
|
|
Advance to suppliers
|
|
|
-
|
|
|
|
(2,198
|
)
|
|
Prepaid expenses
|
|
|
3,649
|
|
|
|
11,406
|
|
|
Inventory
|
|
|
(655
|
)
|
|
|
14,389
|
|
|
Accounts payable
|
|
|
3,476
|
|
|
|
(20,303
|
)
|
|
Accruals and other payables
|
|
|
(5,617
|
)
|
|
|
325,295
|
|
|
Amount due to stockholder
|
|
|
-
|
|
|
|
22,737
|
|
|
Net cash provided by operating activities
|
|
|
585,611
|
|
|
|
8,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
Prepayment to related parties for acquisition
|
|
|
(563,455
|
)
|
|
|
-
|
|
|
Net cash used in investing activities
|
|
|
(563,455
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate fluctuation on cash and cash equivalents
|
|
|
43
|
|
|
|
193
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
22,199
|
|
|
|
8,425
|
|
|
Cash and cash equivalents at beginning of the period
|
|
|
11,513
|
|
|
|
14,085
|
|
|
Cash and cash equivalents at end of the period
|
|
$
|
33,712
|
|
|
$
|
22,510
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Income Tax
|
|
$
|
-
|
|
|
$
|
-
|
|
See notes to consolidated financial statements.
Shentang International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS
(a) Nature of Business
Shentang International Inc. (“Shentang”), incorporated in the State of Nevada in June 2007, through its subsidiaries (collectively the “Company”), designs and sells glass products that comprise festival gifts, home decorations and exclusive craftworks. Boom Spring International Limited (“Boom Spring”) is mainly responsible for the sales of glass products to international markets, while Shengtang Glass Craftworks Design Limited (“Shengtang Glass”) is responsible for designing and purchasing glass products from certain suppliers in the PRC.
(b) Organization
Shentang owns 90.6% shares of Boom Spring, a BVI company set up in October 2007. Boom Spring owns 100% equity interest of Shengtang Glass. Through a series of stock exchanges, stock split, reverse stock splits and increase in authorized shares conducted in 2009, Shentang has 190,000,000 authorized shares and 20,000,000 shares issued and outstanding effective
on October 21, 2009.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of Presentation
The unaudited interim consolidated financial statements (“consolidated financial statements”) have been prepared in accordance with the accounting policies described in the Company’s Form 10-K filed on April 15, 2010 (“2009 Form 10-K”), and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s 2009 Form 10-K.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of consolidated financial position as of June 30, 2010, and consolidated results of operations, and cash flows for the interim period presented have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
The consolidated financial statements include the financial statements of Shentang International and its subsidiaries, Boom Spring and Shengtang Glass. All significant inter-company transactions and balances have been eliminated in consolidation.
Shentang International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(b) Use of estimations
In preparing financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the amounts of revenues and expenses during the three and six months ended June 30, 2010 and 2009. Actual results could differ from those estimates.
Significant estimates by management include, but are not limited to, the valuation of trade receivables and other receivables, the estimation of useful lives of property and equipment.
(c) Cash and cash equivalents
Cash includes currency on hand and demand deposits with banks or other financial institutions. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of six months or less.
No cash and cash equivalents are restricted as to withdrawal or usage.
(d) Accounts receivable
Accounts receivable are recognized and carried at original sales amounts less an allowance for uncollectible accounts, as needed.
Accounts receivable are reviewed periodically as to whether they are past due based on contractual terms and their carrying values have become impaired. An allowance for doubtful accounts is recorded in the period in which loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Accounts receivable balances are written off after all collection efforts have been exhausted. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2010 and December 31, 2009, $241,876 and nil allowances for doubtful accounts were provided respectively.
(e) Other receivables
Other receivables represent various advances to certain employees and unrelated parties for business purposes and receivables from staffs due to the cash collected from customers by staffs. The Company has full oversight and control over the advanced accounts. As of June 30, 2010 and December 31, 2009, no allowance for doubtful accounts was required.
Shentang International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(f) Revenue recognition
The Company recognizes revenue in accordance with Staff Accounting Bulletin ("SAB") No. 104 (“ASC Topic 605”). All of the following criteria must exist in order for the Group to recognize revenue: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) price to the buyer is fixed or determinable; and (4) collectability is reasonably assured.
Delivery does not occur until products have been shipped to the customers, risk of loss has transferred to the customers and customers’ acceptance has been obtained, or the Company has objective evidence that the criteria specified in customers’ acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.
(g) Taxation
(i) Income tax
Shentang International is subject to the United States of America Tax laws at a tax rate of up to 35%. No provision for US federal income tax has been made as the Company had no US taxable income for the three and six months ended June 30, 2010 and 2009. The Company believes that its earnings are permanently invested in PRC.
Boom Spring, being incorporated in the BVI, is governed by the income tax law of the BVI and is subject to BVI’s income tax. According to current BVI income tax law, there is no applicable income tax for Boom Spring.
Shengtang Glass, being incorporated in the PRC, is governed by the income tax law of the PRC and is subject to PRC’s enterprise income tax. The applicable income tax rate for Shengtang Glass is 25%.
(ii) Value added tax
Sales of Shengtang Glass are subject to the PRC’s value added tax (“VAT”). Shengtang Glass has qualified as an ordinary value-added taxpayer and the applicable tax rate for domestic sales is 17% commencing October 1, 2008. Input VAT on purchases of raw materials, fuel, utilities and other production materials (merchandise, transportation costs) can be deducted from output VAT. VAT payable is the difference between output and deductible input VAT.
Shengtang Glass has been approved to use the “exempt, credit, refund” method on glass craftworks and Christmas decorations exported providing a tax refund at the rate of 5% and 13%.
Shentang International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(iii) Deferred tax
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided to reduce the amount of deferred tax asset if it is considered more likely than not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
(h) Commitments and contingencies
In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, product and environmental liability, and tax matters. In accordance with SFAS No. 5,
Accounting for Contingencies
(“ASC Topic 450”), the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Historically, the Company has not experienced any material service liability claims.
(i) Fair value of financial instruments
The carrying amounts reported in the consolidated balance sheets for accounts receivable, other receivables, accruals and other payables approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company believes the interest rates on short-term notes payable and long-term debt reflect rates currently available in the PRC. Thus, the carrying value of these loans approximates fair value.
(j) Recently enacted accounting standards
In February 2010, FASB issued ASU No. 2010-09 “Subsequent Events” (“ASC Topic 855”) which removes the requirement for an SEC filer to disclose a date in both issued and revised financial statements. This amendment shall be applied prospectively for interim or annual financial periods ending after June 15, 2010. The Company does not believe the adoption will have a material effect on the Company’s consolidated financial statements.
Since the filing of 2009 Form 10-K, the FASB issued ASU No. 2010-1 through No. 2010-21. These ASUs entail technical corrections to existing guidance or affect guidance related to specialized
Shentang International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 3 - ACCOUNTS RECEIVABLE, NET
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
Unaudited
|
|
|
|
|
|
Accounts receivable
|
|
$
|
2,397,207
|
|
|
$
|
2,673,034
|
|
|
Allowance for doubtful accounts
|
|
|
(241,876
|
)
|
|
|
-
|
|
|
|
|
$
|
2,155,331
|
|
|
$
|
2,673,034
|
|
NOTE 4 - OTHER RECEIVABLES
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
Unaudited
|
|
|
|
|
|
Deposit (a)
|
|
$
|
-
|
|
|
$
|
219,677
|
|
|
VAT refund receivable
|
|
|
37,791
|
|
|
|
167,428
|
|
|
Petty cash advances to staff
|
|
|
7,423
|
|
|
|
7,252
|
|
|
Others
|
|
|
3,535
|
|
|
|
-
|
|
|
|
|
$
|
48,749
|
|
|
$
|
394,357
|
|
|
(a)
|
As of December 31, 2009, the balance represents deposit to a customer of the Company for quality assurance, which was fully repaid in May 2010.
|
NOTE 5 - PREPAYMENT TO RELATED PARTIES FOR ACQUISITION
Pursuant to a letter of intent entered into by Shengtang Glass and the holder of Shenzhen Longgang Dunhuang Glasswork Factory (“Dunhuang”) (related party controlled by the same ultimate stockholder) dated December 21, 2009, and a letter of intent entered into by Shengtang Glass and the holder of Shenzhen Datang Glass Company Limited (“Datang”) (related party controlled by the same ultimate stockholder) dated December 21, 2009, Shengtang Glass is going to acquire the equity interest or production lines of Dunhuang and Datang in 2010.
Accordingly, US$445,444 and US$981,764 were paid to Dunhuang and Datang respectively for the acquisition up till June 30, 2010, when details of the acquisitions were mutually agreed respectively and the acquisitions are expected to be take effect by the end of 2010.
NOTE 6 - TAXATION
(a) Income tax
The components of (loss) / income before income tax expense are as follows:
Shentang International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
|
|
|
Three months ended
June 30,
|
|
|
Six months ended
June 30,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
Unaudited
|
|
|
Unaudited
|
|
|
Unaudited
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BVI
|
|
$
|
(44,851
|
)
|
|
$
|
(118,622
|
)
|
|
$
|
(240,602
|
)
|
|
$
|
311,378
|
|
|
PRC
|
|
|
(2,936
|
)
|
|
|
(56,697
|
)
|
|
|
(40,487
|
)
|
|
|
(125,554
|
)
|
|
|
|
$
|
(47,787
|
)
|
|
$
|
(175,319
|
)
|
|
$
|
(281,089
|
)
|
|
$
|
185,824
|
|
No income taxes were reported for the income from BVI since the applicable income tax rate of Boom Spring was 0% according to BVI tax law. No Income taxes were reported for the three and six months ended June 30, 2010 and 2009.
(b) Deferred tax
The Company uses the asset and liability method of accounting for income taxes pursuant to SFAS No. 109
Accounting for Income Taxes
(“ASC Topic 740”). Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
As at June 30, 2010, no provision for deferred taxes was recognized as there were no material temporary differences for tax purposes.
Shentang International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 7 – (LOSS) / EARNINGS PER SHARE
|
|
|
Three months ended
June 30,
|
|
|
Six months ended
June 30,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
Unaudited
|
|
|
Unaudited
|
|
|
Unaudited
|
|
|
Unaudited
|
|
|
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) / income
|
|
$
|
(47,787
|
)
|
|
$
|
(175,319
|
)
|
|
$
|
(281,089
|
)
|
|
$
|
185,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding used in computing basic and diluted earnings per share
|
|
|
20,000,000
|
|
|
|
18,120,000
|
|
|
|
20,000,000
|
|
|
|
18,120,000
|
|
|
(Loss) / Earnings Per Share
|
|
$
|
(0.002
|
)
|
|
$
|
(0.010
|
)
|
|
$
|
(0.014
|
)
|
|
$
|
0.010
|
|
NOTE 8 - SEASONALITY
Our sales are subject to seasonal factors. We typically experience higher sales in the third and fourth quarters mainly for festival gifts for Christmas and Chinese Spring Festival while the sales in the first and second quarters of the year remain lower. Sales can also fluctuate during the course of a year for a number of other reasons, including product design, and the timing of promotional activities. As a result of these reasons, our operating results may fluctuate. In addition, the seasonality of our results may be affected by other unforeseen circumstances, such as production interruptions.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
(a) Operating lease commitments
The corporate office of Shengtang Glass is located in the Longgang District, Shenzhen of China. The corporate office is 580 m2 and is leased from a third party. The lease is a 5-year lease starting from July 1, 2009 and ending June 30, 2014 with a monthly rental amounting to US$2,460.
The estimated rental expense for the six months ended December 31, 2010 will be US$14,760, while the annual rental expense for each of the years ended December 31, 2011, 2012, 2013 and 2014 will be US$29,520, US$29,520, US$29,520, and US$14,760 respectively.
Rental expense under this lease aggregated US$14,760 and zero for the six months ended June 30, 2010 and 2009, respectively.
(b) Capital and other commitments
As of June 30, 2010, the Company did not have any significant capital and other commitments, long-term obligations, or guarantees.
Shentang International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(c) Contingencies
Pursuant to the letters of intent entered into by Shengtang Glass and the holder of Dunhuang and Datang, respectively, dated December 21, 2009, Shengtang Glass is going to acquire the equity interest or production lines of Dunhuang and Datang in 2010. As details of the acquisition, including the consideration and effective acquisition, are still under negotiation, there is a possibility that Shengtang Glass and the holder of Dunhuang and Datang might not reach final agreement on the acquisition. Based on management best estimation, the possibility of not reaching an agreement for the acquisition is less than probable as of June 30, 2010.
NOTE 10 - SUBSEQUENT EVENTS
The Company did not have any significant subsequent event.
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion is an overview of the important factors that management focuses on in evaluating our business, financial condition and operating performance and should be read in conjunction with the financial statements included in this Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward looking statements as a result of any number of factors, including those set forth under the section entitled “Risk Factors” and elsewhere in this Form 10-Q.
CORPORATE INFORMATION AND BUSINESS DESCRIPTION
Shentang International, Inc. (“we” or the “Company”) was incorporated in the State of Nevada on June 29, 2007. We were an exploration-stage company engaged in the exploration of mineral resource properties.
On July 22, 2009, the Company conducted a 1-to-10 stock split (the “Stock Split”) of the issued and outstanding common stock, so the Company’s issued and outstanding shares increased from 1,670,000 to 16,700,000 with par value of $0.001.
Immediately after the Stock Split on July 22, 2009 (the “Closing Date”), the Company entered into a Share Purchase Agreement and Share Exchange (the “Exchange Agreement”) with Boom Spring International Limited, a British Virgin Islands corporation (“Boom Spring”), the shareholders of Boom Spring (the “Boom Spring Shareholders”), and Shengtang Craft Design (Shenzhen) Co., Ltd., a wholly foreign-owned enterprise established under the laws of People’s Republic of China, which is a wholly-owned subsidiary of Boom Spring (“Shengtang”). On the Closing Date, pursuant to the terms of the Exchange Agreement, we acquired all the outstanding shares of Boom Spring (the “Interests”) from the Boom Spring Shareholders; and the Boom Spring Shareholders transferred and contributed all of their Interests to us. In exchange, our sole officer and director and majority shareholder transferred 12,000,000 shares, and we issued 33,300,000 shares of common stock, par value $0.001 per share, of the Company to the Boom Spring Shareholders, their designees or assigns, which totals 90.6% of the issued and outstanding common stock of the Company on a fully-diluted basis as of and immediately after the Closing (the “Share Exchange”). Following the Share Exchange, Boom Spring became our wholly owned subsidiary, and there are 50,000,000 shares of Common Stock issued and outstanding. Pursuant to the terms of the Exchange Agreement, David Price resigned as the sole director and officer of the Company effective immediately at the Closing Date and Zhongmin Chen, Shaoping Lu, Rong Li, Hui Zhao, Chunyun Zhao and Shing Ho Eric Cheung were appointed as the new directors and officers of the Company.
Pursuant to a board resolution dated October 21, 2009, the Company increased its authorized number of common stock from 50,000,000 to 190,000,000, and conducted a 2-for-5 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding common stock. After the Reverse Stock Split, the Company’s issued and outstanding shares changed from 50,000,000 to 20,000,000 with par value of $0.001 effective on October 21, 2009.
Prior to the Share Exchange on July 22, 2009, the Company had no assets, liabilities, or business operations of meaningful significance. Accordingly, the Share Exchange has been treated for accounting purposes as a recapitalization by the accounting acquirer, Boom Spring, and the financial statements reflect the assets, liabilities, and operations of Boom Spring from its inception on October 2, 2007 to December 31, 2009 and us thereafter. References to our company are with respect to Boom Spring to December 31, 2009 and us thereafter.
We operate our business through Shengtang, the wholly-owned subsidiary of Boom Spring. Shengtang is in the business of design, source for productions and sale of glass products that can be classified as festival gifts, home decorations and exclusive craftworks. All of the three categories of products are mainly made of glass tube and glass rod, and some of them combine the use of wire, shell and crystal. We have successfully distributed the glass products to overseas markets such as Europe, North America and Southeast Asia.
Shengtang has exclusive use of the core technologies, includes hollow/solid glass processing technology, pure manual glass rod processing technology, wire processing technology and painting processing technology. We have also built its reputation among many of the well-known retailers such as WALMART, KOHL’S, TARGET, COSTCO, MACY’S, AG, CONNOR, LI&FUNG, LOWE’S, and HALLMARK. We are actively engaging in developing international market. Currently Shengtang outsources the production to some domestic suppliers and does not have any production line, However, it plans to develop a production line to meet the demand in the domestic Chinese market by purchasing new equipments for machine-made glass producing. Our goal is to become a large-scaled glass craftwork supplier and further develop its innovational technology.
During the year ended December 31, 2010, we plan to build or acquire our own production lines to meet the demands of our existing
customers. Meanwhile, we have the plan and initiatives to acquire other viable enterprises both upstream and downstream in our industry, with the goal of completing at least 2 such acquisitions.
RESULTS OF OPERATIONS
The following tables set forth key components of our results of operations for the periods indicated, in dollars, and key components of our revenue for the periods indicated, in dollars. The discussion following the table is based on these results.
Shentang International Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income / (Loss)
|
|
|
Three months ended
June 30,
|
|
|
Six months ended
June 30,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
444,054
|
|
|
$
|
92,153
|
|
|
$
|
618,596
|
|
|
$
|
1,345,363
|
|
|
Cost of sales
|
|
|
231,947
|
|
|
|
59,233
|
|
|
|
321,341
|
|
|
|
864,791
|
|
|
Gross margin
|
|
|
212,107
|
|
|
|
32,920
|
|
|
|
297,255
|
|
|
|
480,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
13,348
|
|
|
|
23,122
|
|
|
|
24,897
|
|
|
|
49,659
|
|
|
Selling expenses
|
|
|
3,622
|
|
|
|
157,710
|
|
|
|
9,528
|
|
|
|
175,149
|
|
|
General and administrative expenses
|
|
|
246,189
|
|
|
|
25,954
|
|
|
|
546,500
|
|
|
|
66,837
|
|
|
|
|
|
263,159
|
|
|
|
206,786
|
|
|
|
580,925
|
|
|
|
291,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) / income
|
|
|
(51,052
|
)
|
|
|
(173,866
|
)
|
|
|
(283,670
|
)
|
|
|
188,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income / (expense)
|
|
|
3,265
|
|
|
|
(1,453
|
)
|
|
|
2,581
|
|
|
|
(3,103
|
)
|
|
(Loss) / Income before income tax expense
|
|
|
(47,787
|
)
|
|
|
(175,319
|
)
|
|
|
(281,089
|
)
|
|
|
185,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Net (loss) / income
|
|
|
(47,787
|
)
|
|
|
(175,319
|
)
|
|
|
(281,089
|
)
|
|
|
185,824
|
|
|
Foreign currency translation gain
|
|
|
2,878
|
|
|
|
89
|
|
|
|
3,029
|
|
|
|
436
|
|
|
Comprehensive (loss) / income
|
|
$
|
(44,909
|
)
|
|
$
|
(175,230
|
)
|
|
$
|
(278,060
|
)
|
|
$
|
186,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) / Earnings per share – basic and diluted
|
|
$
|
(0.002
|
)
|
|
$
|
(0.010
|
)
|
|
$
|
(0.014
|
)
|
|
$
|
0.010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding - basic and diluted
|
|
|
20,000,000
|
|
|
|
18,120,000
|
|
|
|
20,000,000
|
|
|
|
18,120,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comparison of Results of Operations for the Three Months Ended June 30, 2010 and 2009
Sales:
Sales achieved a significant increase in the second quarter of 2010 from $92,153 for the three months ended June 30, 2009 to $444,054 for the three months ended June 30, 2010, an increment of $351,901 or 382%. The increase is a result of management efforts in development of new customers in the second quarter the year.
Cost of Sales
:
Cost of sales increased from $59,233 for the three months ended June 30, 2009 to $231,947 for the three months ended June 30, 2010, an increment of $172,714 or 292%. The increase is in line with good sales performance in the second quarter of the year.
Gross margin
:
Gross margin increased from $32,920 for the three months ended June 30, 2009 to $212,107 for the three months ended June 30, 2010. The increase of $179,187 or 544% is a result of the following aspects (a) tremendous sales increase in the second quarter of 2010, (2) increase of export sales refund rate from 5% to 13% by relevant government authorities, and (3) management efforts in negotiation with suppliers for favorable purchase price.
Operating expenses:
Operating expenses increased from $206,786 for the three months ended June 30, 2009 to $263,159 for the three months ended June 30, 2010. The increase of $56,373 includes a decrease of $9,774 for research and development expenses, a decrease of $154,088 in selling expenses, and an increase of $220,235 for general and administrative expenses.
The decrease in selling expenses was due to the cancellation of a marketing service contract with certain supplier in late 2009, such marketing service accounted for $150K expenses in the second quarter of 2009. The increase in general and administrative expenses is mainly includes $79K of professional fee in connection with the Company’s going public process and its status as an OTCBB company, and $115K in provision for doubtful accounts based on prudent estimation by management.
Loss from operations:
Loss from operations for the three months ended June 30, 2010 amounted to $51,052, compared to a loss from operations of $173,866 for the three months ended June 30, 2009. The significant drop of $122,814 was due to the good sales performance leading a significant increase in gross margin.
Comparison of Results of Operations for the Six Months Ended June 30, 2010 and 2009
Sales:
Sales decreased from $1,345,363 for the six months ended June 30, 2009 to $618,596 for the six months ended June 30, 2010, a decrease of $726,767 or 54%. The decrease is mainly due to the continuing weakness of US market and decreased orders starting in the fourth quarter of 2009 continuing into the first quarter of the current year. As a result of management continued efforts in the development of new customers, sales performance has significantly increased in the second quarter of current year.
Cost of sales
:
Cost of sales decreased from $864,791 for the six months ended June 30, 2009 to $321,341 for the six months ended June 30, 2010, a decrease of $543,450 or 63%. The decrease is a result of lower sales volume.
Gross margin
:
Gross margin decreased from $480,572 for the six months ended June 30, 2009 to $297,255 for the six months ended June 30, 2010. The decrease of $183,317 or 38% is jointly a result of (1) lower sales volume in the first quarter of current year, (2) increase of the export sales refund rate from 5% to 13% by relevant government authorities, and (3) managements efforts in negotiating with suppliers for favorable purchase prices.
Operating expenses:
Operating expenses increased from $291,645 for the six months ended June 30, 2009 to $580,925 for the six months ended June 30, 2010. The increase of $289,280 includes a decrease of $24,762 for research and development expenses, a decrease of $165,621 for selling expenses, and an increase of $479,663 for general and administrative expenses.
The decrease in selling expenses was due to the cancellation of marketing service contracts with certain suppliers in late 2009, such marketing service accounted for $150K in expenses in the second quarter of 2009. The increase in general and administrative expenses included $153K of professional fee in connection with the Company’s going public process and its status as an OTCBB company, and $242K in provision for doubtful accounts based on prudent estimation by management.
(Loss) / Income from operations:
Loss from operations for the six months ended June 30, 2010 amounted to $283,670, compared to income from operations of $188,927 for the six months ended June 30, 2009. The drop of $472,597 was jointly due to the slack sales performance and the increased expenses on general and administration.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2010, our balance of cash and cash equivalents was $33,712, comparing to $11,513 as of December 31, 2009.
Our primary uses of cash has been for selling and marketing expenses, employee compensation, new product development, working capital, and perspective business acquisitions. The main sources of cash have been from the financing of purchase orders and the factoring of accounts receivable. All funds received have been expended in the furtherance of growing the business and establishing the brand portfolios. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:
|
·
|
An increase in working capital requirements to finance higher level of accounts receivable;
|
|
·
|
Addition of administrative and sales personnel as the business grows;
|
|
·
|
Increases in advertising, public relations and sales promotions for existing and new brands as the company expands within existing markets or enters new markets;
|
|
·
|
Development of new brands to complement our celebrity portfolio;
|
|
·
|
Prepayment for perspective business acquisitions; and
|
|
·
|
The cost of being a public company and the continued increase in costs due to governmental compliance activities.
|
The following summarizes the key components of the Company’s cash flows for the six months ended June 30, 2010 and 2009.
|
|
|
Six Months Ended
June 30,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
Net cash provided by operating activities
|
|
$
|
585,611
|
|
|
$
|
8,232
|
|
|
Net cash used in investing activities
|
|
|
(563,455
|
)
|
|
|
-
|
|
|
Effect of exchange rate fluctuation on cash and cash equivalents
|
|
|
43
|
|
|
|
193
|
|
|
Net increase in cash and cash equivalents
|
|
$
|
22,199
|
|
|
$
|
8,425
|
|
The Company generated its cash flow mainly from operating activities for the six months ended June 30, 2010 and 2009. The Company believes the cash flows from operating activities for the next twelve months will be sufficient to sustain current level of operations.
OFF-BALANCE SHEET ARRANGEMENTS
There are no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
A summary of significant accounting policies is included in Note 2 to the unaudited consolidated financial statements for the three and six months ended June 30, 2010. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our Company's operating results and financial condition.
Recently issued accounting standards
In February 2010, FASB issued ASU No. 2010-09 “Subsequent Events” (“ASC Topic 855”) which removes the requirement for an SEC filer to disclose a date in both issued and revised financial statements. This amendment shall be applied prospectively for interim or annual financial periods ending after June 15, 2010. The Company does not believe the adoption will have a material effect on the Company’s consolidated financial statements.
Since the filing of 2009 Form 10-K, the FASB issued ASU No. 2010-1 through No. 2010-21. These ASUs entail technical corrections
to existing guidance or affect guidance related to specialized industries or entities and therefore have minimal, if any, impact on the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable because we are a smaller reporting company.
Item 4T. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls
There have been no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors
Not applicable because we are a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. (Removed & Reserved).
Item 5. Other Information.
Effective August 1, 2010, our board of directors accepted the resignation of Na Wang as the chief financial officer of our company. The resignation was due to personal reasons and was not a result of any disagreements relating to the Company’s operations, policies or practices.
Effective August 1, 2010, our board of directors appointed Mr. Rong Li as our Interim Chief Financial Officer. Mr. Rong Li is also our director and vice president. His business experience is as below:
Rong Li: Director and Vice President.
In 1974, after graduated from high school, he left city and joined a Production Team until 1977; and was on serve from 1977-1979, took part in the anti Vietnam self-defense war and was admitted to the Part. From 1980 to 1984, he worked as a policeman in Public Security Bureau in Nanning in Guangxi Province. Mr. Li studied in Guangxi Economic
Management Cadre College during 1985 to 1989; and served as vice-supervisor of economic control department of Industrial and Commercial Bureau in Nanning in 1990. And from 1991-1992, he was supervisor of Shatoujiao Industrial and Commercial Substation in Shenzhen city in Guangdong Province. And He was supervisor of the Industrial and Commercial substation of Longgang district in Shenzhen and manager of the Industry and Commerce Bureau of Longgang district from1993 to 2006. Mr. Li retired in 2006 and joined the company when it was created.
Item 6. Exhibits.
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Exhibit No.
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Description
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
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32.1
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Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002
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32.1
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Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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SHENTANG INTERNATIONAL, INC.
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Dated: August 16, 2010
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By:
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/s/ Zhongmin Chen
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Zhongmin Chen
President, Chief Executive Officer and Chairman of the Board of Directors
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Dated: August 16, 2010
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By:
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/s/ Rong Li
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Rong Li
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Interim Chief Financial Officer and Principal Accounting Officer
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7
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