Nevada
|
52-2360156
|
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
ITEM 1:
|
FINANCIAL STATEMENTS
(Unaudited)
|
3
|
Consolidated Interim Balance
Sheets
|
4
|
|
Consolidated Interim Statements of Operations and
Comprehensive Loss
|
5
|
|
Consolidated Interim Statement of Stockholders'
Equity
|
6
|
|
Consolidated Interim Statements of Cash
Flows
|
7
|
|
Notes to the Consolidated Interim Financial
Statements
|
9
|
|
ITEM 2:
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|
31
|
ITEM 3 :
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
|
40
|
ITEM 4:
|
CONTROLS AND PROCEDURES
|
40
|
PART II: OTHER
INFORMATION
|
||
Item 1
|
LEGAL PROCEEDINGS
|
40
|
ITEM 1A :
|
RISK FACTORS
|
40
|
ITEM 2
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
40
|
ITEM 3
|
DEFAULTS UPON SENIOR
SECURITIES
|
40
|
ITEM 4
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
40
|
ITEM 5
|
OTHER INFORMATION
|
41
|
EXHIBITS
|
41
|
|
45
|
ASSETS
|
||||||||
September
30,
2009
(Unaudited)
|
December
31,
2008
(Audited)
|
|||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 3,349 | $ | 23,502 | ||||
Short-term
investments
|
23,149 | 17,116 | ||||||
Accounts
receivable, net
|
15,674 | 19,554 | ||||||
Inventories
|
16,517 | 12,968 | ||||||
Notes
receivable - affiliates
|
10,469 | 15,957 | ||||||
Prepaid
and other current assets
|
6,308 | 12,382 | ||||||
Total
current assets
|
75,466 | 101,479 | ||||||
Property,
plant and equipment, net
|
99,937 | 98,415 | ||||||
Other
assets:
|
||||||||
Restricted
cash
|
9,062 | 649 | ||||||
Notes
receivable - affiliates, net of current
|
39 | 81 | ||||||
Investments
|
53,696 | 34,802 | ||||||
Goodwill
|
16,434 | 18,449 | ||||||
Other
intangible assets, net
|
1,214 | 1,365 | ||||||
Security
deposits
|
4,504 | 6,569 | ||||||
Total
other assets
|
84,949 | 61,915 | ||||||
Total
assets
|
$ | 260,352 | $ | 261,809 | ||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
September
30,
2009
|
December
31, 2008
|
|||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 20,328 | $ | 20,998 | ||||
Accrued
liabilities
|
5,020 | 4,610 | ||||||
Deferred
revenue
|
4,606 | 13,394 | ||||||
Notes
payable, current
|
100,322 | 82,761 | ||||||
Other
current liabilities
|
38 | 244 | ||||||
Total
current liabilities
|
130,314 | 122,007 | ||||||
Long-term
liabilities:
|
||||||||
Accrued
severance benefits
|
1,234 | 1,065 | ||||||
Notes
payable, net of current portion
|
17,246 | 25,485 | ||||||
Convertible
debentures
|
117,293 | 111,809 | ||||||
Long-term
liabilities
|
135,773 | 138,359 | ||||||
Total
liabilities
|
266,087 | 260,366 | ||||||
Commitments
and contingencies (Note 18)
|
||||||||
Stockholders'
deficit:
|
||||||||
Noncontrolling
interest
|
27,829 | 27,673 | ||||||
Common
stocks: par value $0.001 per share, 300,000,000 shares
authorized, 97,824,896 shares issued; 95,300,196 and 97,824,896 shares
outstanding at September 30, 2009 and December 31, 2008,
respectively
|
98 | 98 | ||||||
Additional
paid-in capital
|
6,993 | 20,470 | ||||||
Treasury
stock
|
(3,254 | ) | (3,264 | ) | ||||
Accumulated
other comprehensive loss
|
(7,678 | ) | (8,295 | ) | ||||
Accumulated
deficit
|
(29,723 | ) | (35,239 | ) | ||||
Total
stockholders’ deficit
|
(33,564 | ) | (26,230 | ) | ||||
Total
liabilities and stockholders' deficit
|
$ | 260,352 | $ | 261,809 | ||||
Three
Months Ended
September
30, 2009
|
(Adjusted)
Three
Months Ended
September
30, 2008
|
Nine
Months Ended
September
30, 2009
|
(Adjusted)
Nine
Months Ended
September
30, 2008
|
|||||||||||||
Revenues:
|
||||||||||||||||
Finished
goods
|
$ | 38,281 | $ | 51,730 | $ | 105,234 | $ | 125,926 | ||||||||
Merchandise
|
194 | 6,175 | 1,088 | 8,112 | ||||||||||||
Services
|
331 | 960 | 678 | 4,678 | ||||||||||||
38,806 | 58,865 | 107,000 | 138,716 | |||||||||||||
Cost
of revenue:
|
||||||||||||||||
Finished
goods
|
37,567 | 50,970 | 102,472 | 120,520 | ||||||||||||
Merchandise
|
308 | 6,022 | 1,053 | 7,760 | ||||||||||||
Services
|
113 | 913 | 300 | 3,032 | ||||||||||||
37,988 | 57,905 | 103,825 | 131,312 | |||||||||||||
Gross
profits
|
818 | 960 | 3,175 | 7,404 | ||||||||||||
Operating
expenses:
|
||||||||||||||||
General
and administrative expenses
|
2,182 | 3,051 | 7,973 | 11,316 | ||||||||||||
Depreciation
and amortization
|
244 | 94 | 650 | 562 | ||||||||||||
2,426 | 3,145 | 8,623 | 11,878 | |||||||||||||
Loss
from operations
|
(1,608 | ) | (2,185 | ) | (5,448 | ) | (4,474 | ) | ||||||||
Other
income (expenses):
|
||||||||||||||||
Interest
income
|
656 | 944 | 2,579 | 2,802 | ||||||||||||
Other
income (expenses)
|
1,784 | 1,107 | 1,741 | 724 | ||||||||||||
Net
gain (loss) from sale of assets
|
21 | 1 | (97 | ) | 16 | |||||||||||
Interest
expenses
|
(2,412 | ) | (1,790 | ) | (7,175 | ) | (5,935 | ) | ||||||||
Share
of income (loss) from equity
investment
|
(2,837 | ) | 252 | (3,996 | ) | (268 | ) | |||||||||
Net
gain from sale of investment
|
- | 20 | - | 85 | ||||||||||||
Unrealized
holding gain
on marketable
securities
|
24 | - | 838 | - | ||||||||||||
Foreign
currency transaction, net
|
2,439 | 512 | 74 | 487 | ||||||||||||
|
(325 | ) | 1,046 | (6,036 | ) | (2,089 | ) | |||||||||
Loss
before income taxes and non-controlling interest
|
(1,933 | ) | (1,139 | ) | (11,484 | ) | (6,563 | ) | ||||||||
Income
tax expense (benefit)
|
665 | 419 | 500 | 531 | ||||||||||||
Noncontrolling
interest in loss of consolidated subsidiaries
|
(1,935 | ) | (846 | ) | (3,632 | ) | (1,966 | ) | ||||||||
(1,270 | ) | (427 | ) | (3,132 | ) | (1,435 | ) | |||||||||
Net
loss
|
(663 | ) | (712 | ) | (8,352 | ) | (5,128 | ) | ||||||||
Three
Months Ended
September
30, 2009
|
(Adjusted)
Three
Months Ended
September
30, 2008
|
Nine
Months Ended
September
30, 2009
|
(Adjusted)
Nine
Months Ended
September
30, 2008
|
|||||||||||||
Other
comprehensive income (loss):
|
||||||||||||||||
Unrealized
gain (loss) on investment
|
90 | (70 | ) | (435 | ) | (100 | ) | |||||||||
Foreign
currency translation adjustments
|
792 | (9,424 | ) | 1,127 | (16,536 | ) | ||||||||||
882 | (9,494 | ) | 692 | (16,636 | ) | |||||||||||
Other
comprehensive income (loss) before noncontrolling interest
|
219 | (10,206 | ) | (7,660 | ) | (21,764 | ) | |||||||||
Unrealized
loss on investment – noncontrolling interest
|
338 | - | 954 | - | ||||||||||||
Foreign
currency translation adjustments – noncontrolling interest
|
(1,789 | ) | 176 | (1,029 | ) | 2,651 | ||||||||||
Total
comprehensive loss
|
$ | (1,232 | ) | $ | (10,030 | ) | $ | (7,735 | ) | $ | (19,113 | ) | ||||
Loss
per share – basic and diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.09 | ) | $ | (0.05 | ) | ||||
Weighted
average number of
common
shares outstanding - basic and diluted
|
95,300 | 97,399 | 95,309 | 97,399 |
Nine
Months Ended
September
30,
|
||||||||
2009
|
Adjusted
(Note 20)
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$ | (8,352 | ) | $ | (5,128 | ) | ||
Adjustments
to reconcile net loss to net cash
|
||||||||
used
in operating activities:
|
||||||||
Depreciation
|
6,902 | 562 | ||||||
Amortization
of intangible assets
|
307 | - | ||||||
Non-controlling
interest’s share of loss
|
(5,896 | ) | (1,966 | ) | ||||
Common
stock provided for professional services
|
11 | - | ||||||
Bad
debt expense
|
701 | 211 | ||||||
Severance
benefit
|
1,032 | - | ||||||
Share
of loss from equity investment
|
15 | 369 | ||||||
Unrealized
loss on investment
|
1,587 | - | ||||||
Net
loss (gain) on sale of property
|
97 | (16 | ) | |||||
Net
gain on sale of investment
|
568 | - | ||||||
Foreign
currency transaction
|
2,514 | - | ||||||
Other
miscellaneous loss
|
599 | - | ||||||
(Increase)
decrease in assets:
|
||||||||
Accounts
receivable
|
3,821 | (7,158 | ) | |||||
Inventory
|
(3,011 | ) | (567 | ) | ||||
Prepaid
expenses and other assets
|
6,070 | (18,177 | ) | |||||
Security
deposits
|
1,868 | (43 | ) | |||||
Increase
(decrease) in liabilities:
|
||||||||
Accounts
payable
|
(3,084 | ) | (3,126 | ) | ||||
Deferred
revenue
|
(13,172 | ) | 2,183 | |||||
Accrued
liabilities
|
1,112 | 843 | ||||||
Accrued
severance benefits
|
(170 | ) | 17 | |||||
Other
current liabilities
|
4,229 | - | ||||||
Cash
used in operating activities
|
(2,252 | ) | (31,996 | ) | ||||
|
Nine
Months Ended
September
30,
|
|||||||
2009
|
Adjusted
(Note 20)
2008
|
|||||||
Cash
flows from investing activities:
|
||||||||
Acquisition
of investments in securities
|
(64,220 | ) | - | |||||
Proceeds
from sale of investment in securities
|
26,187 | 1,093 | ||||||
Acquisition
of property and equipment
|
(4,749 | ) | (355 | ) | ||||
Proceeds
from disposal of property and equipment
|
780 | - | ||||||
Payments
on loan receivable
|
(12,966 | ) | 890 | |||||
Proceeds
from loan receivable
|
21,415 | - | ||||||
Acquisition
of intangible assets
|
(21 | ) | - | |||||
Changes
in non-controlling interest
|
- | 2,651 | ||||||
Cash
provided by (used in) investing activities
|
(33,574 | ) | 4,279 | |||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from convertible debenture
|
16,275 | 13,328 | ||||||
Principal
payments of debentures
|
(17,167 | ) | - | |||||
Proceeds
from stock warrants
|
- | 217 | ||||||
Common
stocks issued
|
1,529 | - | ||||||
Proceeds
from short and long-term notes
|
14,538 | 46,950 | ||||||
Principal
payments of notes payable
|
(8,302 | ) | (38,351 | ) | ||||
Cash
provided by financing activities
|
6,873 | 22,144 | ||||||
Net
decrease in cash and cash equivalent
|
(28,953 | ) | (5,573 | ) | ||||
Effect
of foreign currency translation
|
(262 | ) | (3,899 | ) | ||||
Cash
and cash equivalent - beginning of period
|
23,502 | 29,947 | ||||||
Restricted
cash
|
9,062 | 3,560 | ||||||
Cash
and cash equivalent - end of period
|
$ | 3,349 | $ | 24,035 | ||||
Supplemental
Disclosure of Cash Flows Information:
|
||||||||
Cash
paid for interest
|
$ | 6,777 | $ | 3,359 | ||||
Cash
paid for income taxes
|
$ | 636 | $ | 531 |
Buildings
located in China
|
20
- 30 years
|
Buildings
located in Korea
|
30
- 40 years
|
Machinery
and equipment
|
5 -
10 years
|
Measuring
equipment
|
5
years
|
Furniture
and fixtures
|
5
years
|
Vehicles
|
5
years
|
Software
|
5
years
|
Landscaping
|
5
years
|
Structure
|
5
years
|
September
30, 2009
|
December
31, 2008
|
|||||||
(in
thousands)
|
||||||||
Raw
materials and supplies
|
$ | 3,512 | $ | 4,015 | ||||
Work-in-process
|
6,294 | 5,813 | ||||||
Finished
goods
|
6,711 | 3,140 | ||||||
Total
|
$ | 16,517 | $ | 12,968 |
September
30, 2009
|
December
31, 2008
|
|
|||||||
(in thousands) | |||||||||
Loan
receivable from Vision Tech, a private company in China. 7% interest,
payable interest only in quarterly installments. Guaranteed by the
shareholders of the debtor. Matures in January
2009.
|
$ | - | $ | 172 | |||||
Loan
receivable from Phoenix Holdings, a private company in Korea. 8% interest,
payable interest only in quarterly installments. Matures in September
2009.
|
3,695 | 11,093 | |||||||
Loan
receivable from Lion Property Holdings, a private company in Korea. 8%
interest, payable interest and principal at
maturity. Guaranteed by the BKLCD stocks (75,000 shares).
Matures in June 2009.
|
- | 3,566 | |||||||
Various
loan receivables from Dream energy (FKA Phoenix Patro), a private company
in Korea. 8.5% to 12% interest, payable interest only in quarterly
installments. Matures in 2009 and 2010.
|
2,098 | 1,109 | |||||||
Loan
receivable from F&F Investment, a private company in Korea. 8%
interest. Matures in 2010.
|
4,329 | - | |||||||
Other
notes
|
386 | 98 | |||||||
10,508 | 16,038 | ||||||||
Less:
current portion
|
10,469 | 15,957 | |||||||
Notes
receivable, net of current
|
$ | 39 | $ | 81 |
September
30, 2009
|
December
31, 2008
|
|||||||
(in
thousands)
|
||||||||
Prepaid
expenses
|
$ | 1,899 | $ | 255 | ||||
Advance
payments to vendors
|
13 | 5,534 | ||||||
Deposits
made for investments
|
1,791 | 3,803 | ||||||
Other
current assets
|
2,605 | 2,790 | ||||||
Total
|
$ | 6,308 | $ | 12,382 |
Short-term
Investments:
|
September
30, 2009
|
December
31, 2008
|
||||||
(in
thousands)
|
||||||||
Time
deposits and commercial papers
|
$ | 11,581 | $ | 1,419 | ||||
Available-for-sale
securities
|
5,452 | 4,223 | ||||||
Held-to-maturity
securities
|
6,116 | 11,474 | ||||||
Total
|
$ | 23,149 | $ | 17,116 |
September
30, 2009
|
Cost
|
Gross
Unrealized
gain
|
Gross
Unrealized
(loss)
|
Estimated
Fair
value
|
||||||||||||
(in
thousands)
|
||||||||||||||||
Available-for-sale
securities
|
$ | 4,983 | $ | 565 | $ | (96 | ) | $ | 5,452 |
December
31, 2008
|
Cost
|
Gross
Unrealized
gain
|
Gross
Unrealized
(loss)
|
Estimated
Fair
value
|
||||||||||||
(in
thousands)
|
||||||||||||||||
Available-for-sale
securities
|
$ | 4,333 | $ | 97 | $ | (207 | ) | $ | 4,223 |
|
|
|
||||||
Long-Term Investments |
September
30, 2009
|
December
31, 2008
|
||||||
(in
thousands)
|
||||||||
Non-marketable
securities
|
$ | 20,135 | $ | 16,296 | ||||
Equity
method investments
|
27,437 | 12,998 | ||||||
Derivative
and other investments
|
6,124 | 5,508 | ||||||
Total
|
$ | 53,696 | $ | 34,802 |
September
30, 2009
|
Ownership
|
Carrying
Value
|
||||||
(in
thousands)
|
||||||||
Phoenix
Holding
|
24.8 | % | $ | 15,887 | ||||
Phoenix
Asset Investment
|
27.4 | % | 7,996 | |||||
UB
Holdings
|
24.8 | % | 2,533 | |||||
Dream
Energy and others
|
Various
|
1,021 | ||||||
$ | 27,437 |
December
31, 2008
|
Ownership
|
Carrying
Value
|
||||||
(in
thousands)
|
||||||||
Radion
Tech
|
31.3 | % | $ | 1,884 | ||||
Phoenix
Holding
|
25.5 | % | 3,086 | |||||
Phoenix
Asset Investment
|
27.4 | % | 8,028 | |||||
$ | 12,998 |
September
30, 2009
|
December
31, 2008
|
|||||||
(in
thousands)
|
||||||||
Land
|
$ | 20,698 | $ | 19,749 | ||||
Buildings
and improvements
|
55,188 | 43,663 | ||||||
Machinery
and equipment
|
31,353 | 30,981 | ||||||
Furniture
and fixtures
|
10,628 | 8,531 | ||||||
Vehicles
|
450 | 481 | ||||||
Software
|
40 | 40 | ||||||
Small
tools
|
463 | 518 | ||||||
118,820 | 103,963 | |||||||
Accumulated
depreciation
|
(26,300 | ) | (20,022 | ) | ||||
92,519 | 83,941 | |||||||
Assets
held for sale*
|
5,600 | 5,224 | ||||||
Construction-in-progress
|
1,817 | 9,250 | ||||||
Property
and equipment, net
|
$ | 99,937 | $ | 98,415 |
|
* During 2008, the Company
relocated its manufacturing facilities and administrative office in
Pyung-Taek, Korea to larger facilities in a nearby city. The vacant
property in Pyung-Taek has been placed on sale. The management
has assessed the recoverability based on undiscounted cash flows expected
to result from the sale of the property and determined that no significant
impairment occurred as of September 30,
2009.
|
(in
thousands)
|
||||
Balance
as of January 1, 2008
|
$ | 26,593 | ||
Reduction
in goodwill associated with deconsolidation
of
a subsidiary due to ownership dilution
|
(3,525 | ) | ||
Goodwill
impairment*
|
(4,179 | ) | ||
Fair
value adjustments
|
(440 | ) | ||
Balance
as of December 31, 2008
|
$ | 18,449 | ||
Reduction
in goodwill associated with deconsolidation
of
a subsidiary and changes in foreign currency rate **
|
(1,929 | ) | ||
Fair
value adjustments
|
(86 | ) | ||
Balance
as of September 30, 2009
|
$ | 16,434 |
*
|
The Company recorded $4.2
million of goodwill which represents the excess of the purchase price over
the fair value of the total outstanding shares of Bluecomm
acquired. During 2008, Bluecomm's business has substantially
wound down due to lost of its major customer and inability to retain new
customers. The Company determined that the goodwill assigned to
Bluecomm has fully impaired as of December 31, 2008 and recorded
impairment loss for the full
amount..
|
**
|
During
the third quarter of 2009, a majority subsidiary, PDT, sold the entire
ownership interest in one of its subsidiaries and reversed out the
associated goodwill which was recorded upon acquisition of the
subsidiary.
|
September
30, 2009
|
December
31, 2008
|
|||||||
(in
thousands)
|
||||||||
Land
rights
|
$ | 437 | $ | 437 | ||||
Accumulated
amortization
|
(54 | ) | (47 | ) | ||||
383 | 390 | |||||||
Other
intangible assets, net
|
831 | 975 | ||||||
Net
carrying amount
|
$ | 1,214 | $ | 1,365 |
September
30, 2009
|
December
31, 2008
|
|||||||
(in
thousands)
|
||||||||
Note
payable to Kong-Sang Bank of China, payable monthly interest only at
4.66%. The note matures in January 2009.
|
$ | - | $ | 910 | ||||
Note
payable to Kong-Sang Bank of China, payable monthly interest only at 7.3%.
The note matures in July 2009.
|
- | 5,130 | ||||||
Note
payable to Kong-Sang Bank of China, payable monthly interest only at LIBOR
plus 3.5%. The note matures in January 2009.
|
- | 691 | ||||||
Note
payable to Kong-Sang Bank of China, payable monthly interest only at LIBOR
plus 2%. The note matures in February 2009.
|
- | 984 | ||||||
Note
payable to Kong-Sang Bank of China, payable monthly interest only at
5.58%. The note matures in June 2010.
|
1,831 | |||||||
Note
payable to Kong-Sang Bank of China, payable monthly interest only at
5.58%. The note matures in July 2010.
|
2,095 | |||||||
Note
payable to Kong-Sang Bank of China, payable monthly interest only at
5.59%. The note matures in January 2010.
|
1,201 | |||||||
Note
payable to Kong-Sang Bank of China, payable monthly interest only. The
note matures in September 2009.
|
680 | |||||||
Notes
payable to Hana Bank of Korea, payable monthly interest only, at 8.11% to
12.05%. The notes are secured by real property in Korea and
mature in 2009.
|
2,072 | 1,932 | ||||||
Notes
payable to Shin-Han Bank of Korea, payable monthly interest-only at 4%.
The notes are secured by real estate and mature in November 2009 and June
2010
|
5,096 | 4,754 | ||||||
Notes
payable to City Bank of Korea, payable monthly interest only at 4%. The
notes are secured by real estate and mature in October 2009
and.
|
14,811 | 9,876 | ||||||
Notes
payable to Korea Exchange Bank, payable monthly interest only, at 7.24% to
8.41%. The notes are guaranteed by sister company, and mature in April and
May 2010.
|
- | 4,754 | ||||||
Notes
payable to Bokwang, affiliated company. Maturity of the note is
2010.
|
4,247 | - | ||||||
Note
payable to City Bank of Korea, payable monthly interest only, at 4%. The
note is secured by a deed of trust covering the Company’s real property
and matures in July 2010.
|
6,116 | 8,271 | ||||||
Note
payable to Citi Bank Korea, payable monthly interest-only, at 4%. The
notes mature in 2010.
|
17,061 | 17,293 | ||||||
Note
payable to Sam Sung Electronics, bearing no interest. The
note is secured by a deed of trust covering the Company’s real property
and matures in December 2011.
|
542 | 506 | ||||||
Note
payable to Kiup Bank, payable monthly interest only, at 4%. The
notes are secured by a deed of trust covering the Company’s real property
and mature in March 2010.
|
10,537 | 9,846 | ||||||
Notes
payable to Woori Bank, payable monthly interest only at 3%. The
note is unsecured and matures in December 2009.
|
6,585 | 6,968 | ||||||
Notes
payable to Industrial Bank of Korea, payable monthly interest only at
6.64% to 7.11%. The note matures in February and March
2010.
|
4,672 | 4,358 | ||||||
Notes
payable to Hana Bank Korea, payable monthly interest only at 5.5% to
5.79%. The note matures in October 2009 and March 2010.
|
2,973 | 2,773 | ||||||
Notes
payable to Woori Bank, payable monthly interest only at 4.81% to
6.54%. The notes are secured by real property, and mature in
October 2009 and April 2010.
|
6,243 | 7,924 | ||||||
Notes
payable to Korea Exchange Bank, payable monthly interest only at 6.82%.
The notes are secured by the Company’s real property and mature in October
2009.
|
2,378 | 2,377 | ||||||
Note
payable to Kook Min Bank of Korea, payable monthly interest only at 5.93%.
The note is unsecured and matures in August 2010.
|
2,548 | 2,377 | ||||||
Notes
payable to Citi Bank Korea, payable monthly interest only at 5.00% to
5.91%. The note matures in April and May 2009.
|
- | 2,594 | ||||||
Loan
payable to local government with annual interest rate at
5.38%. The loan matures in January 2009.
|
- | 13 | ||||||
Notes
payable to Hana Bank Korea, payable monthly interest only at 4.04%. The
note matures in March 2015.
|
1,274 | 1,189 | ||||||
Notes
payable to Industrial Bank of Korea, payable monthly interest-only at
4.7%, and matures in December 2009 and May 2010
|
3,398 | 3,170 | ||||||
Notes
payable to Shin-Han Bank of Korea is secured by real property with
interest at 4.54 %. The notes mature in June
2011.
|
1,581 | 2,295 | ||||||
Notes
payable issued in 2008. This note matures in April 2009 at 3
month CD plus 2.15%.
|
- | 4,754 | ||||||
Various
loan payables to local government, bearing no interest. The loan is
unsecured.
|
9 | 7 | ||||||
Notes
payable to Merrill Lynch. The note matured in January
2009.
|
- | 2,500 | ||||||
Notes
payable to Hana Bank Korea, payable monthly interest only at 6.76%. The
note was secured by real property and matures in March
2010.
|
5,096 | - | ||||||
Notes
payable to Industrial Bank of Korea, payable monthly interest only at
5.76%. The note was secured by real property and matures in March
2010
|
2,548 | |||||||
Notes
payable to Industrial Bank of Korea, and matures in February
2017
|
8,494 | |||||||
Notes
payable to City Bank of Korea, payable monthly interest only at 6.55%. The
note was secured by real property and matures in December
2009
|
2,631 | - | ||||||
Notes
payable to C-motech, and matures in 2009
|
849 | - | ||||||
117,568 | 108,246 | |||||||
Less:
current portion
|
100,322 | 82,761 | ||||||
Long-term
debt
|
$ | 17,246 | $ | 25,485 |
Years
ending December 31,
|
Amount
(in
thousands)
|
|||
2009
|
$ | 45,751 | ||
2010
|
54,729 | |||
2011
|
1,280 | |||
2012
|
1,864 | |||
2013
and thereafter
|
13,944 | |||
Total
|
$ | 117,568 |
September
30, 2009
|
December
31, 2008
|
|||||||
(in
thousands)
|
||||||||
Convertible
debenture - A
|
$ | 15,284 | $ | 15,284 | ||||
Convertible
debenture - B
|
64,920 | 64,920 | ||||||
Convertible
debenture - C
|
10,820 | 10,820 | ||||||
Convertible
debenture - D
|
14,857 | 13,024 | ||||||
Bond
with warrants
|
7,668 | 7,761 | ||||||
Convertible
debenture - E
|
3,744 | - | ||||||
$ | 117,293 | $ | 111,809 |
Nine
Months Ended
September
30,
|
||||||||
2009
|
2008
|
|||||||
(in
thousands)
|
||||||||
Current
income tax provision:
|
||||||||
U.S.
|
$ | - | $ | - | ||||
Foreign
taxes of subsidiaries
|
500 | 531 | ||||||
500 | 531 | |||||||
Deferred
income tax benefit:
Foreign
taxes of subsidiaries
|
- | - | ||||||
Income
tax expense (benefits)
|
$ | 500 | $ | 531 |
September
30, 2009
|
December
31, 2008
|
|||||||
(in
thousands)
|
||||||||
Net
operating loss carryforwards
|
7,989 | 5,877 | ||||||
Valuation
allowance
|
(7,989 | ) | (5,877 | ) | ||||
$ | - | $ | - |
September
30, 2009
|
December
31, 2008
|
|||||||
Interest
rate
|
6.5 | % | 6.5 | % | ||||
Expected
volatility
|
70 | % | 70 | % | ||||
Expected
life in years
|
5 | 6 | ||||||
Expected
dividends
|
- | - |
September
30, 2009
|
December
31, 2008
|
|||||||
(in
thousands)
|
||||||||
Accounts
receivable from STS
|
$ | 1,532 | $ | 704 | ||||
Accounts
receivable from BKLCD (fka We-Tech)
|
- | 125 | ||||||
Sales
to STS
|
42,349 | 66,809 | ||||||
Sales
to BKLCD (fka We-Tech)
|
49 | 2,282 | ||||||
Purchase
from STS
|
32,947 | 49,311 |
September
30, 2009
|
September
30, 2008
|
|||||||
(in
thousands, except per share amounts)
|
||||||||
Numerator
for basic and diluted earnings per share:
|
||||||||
Net
loss
|
$ | (8,352 | ) | $ | (5,128 | ) | ||
Denominator:
|
||||||||
Basic
and diluted weighted average
shares
outstanding
|
95,309 | 97,399 | ||||||
Basic
and diluted loss per share
|
$ | (0.09 | ) | $ | (0.05 | ) |
(a)
|
Product
Warranties:
|
Nine
Months Ended
September
30, 2009
(in
thousands)
|
||||
Balance
as of December 31, 2008
|
$ 2,383
|
|||
Accruals
for warranties issued during the period
|
5,520 | |||
Settlement
made during the period (in cash or in kind)
|
(6,163 | ) | ||
Balance
as of September 30, 2009
|
$ | 1,740 |
(b)
|
Operating
Lease Obligations:
|
Years
|
Amount
|
|||
2009
|
$ | 14,886 | ||
2010
|
36,596 | |||
2011
|
2,275 | |||
$ | 53,757 |
(c)
|
Guaranty
Agreements
|
Guarantee
|
Maturity
|
Guaranteed
For
|
Amount
|
|||
BKLCD
|
January
20, 2012
|
Loan
|
$ 3,600,000
|
|||
Fair
Value Measuring Using
|
|||||||
Total
Fair
Value
|
Quoted
Prices in
Active
Markets for Identical
(Level
1)
|
Significant
Other Observable
Inputs
(Level
2)
|
Significant
Unobservable Inputs
(Level
3)
|
||||
(in
thousands)
|
|||||||
Available-for-sale
securities
|
$ 5,452
|
$ - -
|
$ 5,452
|
$ - -
|
For
the period ended
September
30, 2008
|
Under
new
Method
|
Under
old
Method
|
Effect
of
Change
|
|||||||||
(in
thousands)
|
||||||||||||
Statement
of operation:
|
||||||||||||
Sales
|
$ | 138,716 | $ | 161,587 | $ | 22,871 | ||||||
Cost
of sales
|
131,312 | 154,183 | 22,871 | |||||||||
Net
loss
|
(5,128 | ) | (5,128 | ) | - | |||||||
l
|
Phoenix
Semiconductor Telecommunication (Suzhou) located in Suzhou, China,
provides semiconductor package products in different groups of Dual, Quad
and BGA.
|
l
|
Phoenix
Digital Tech located in Kyungki-Do, Korea, provides manufacturing
facilities and equipments for LCD, PDP (Plasma Display Panel) and
semiconductor production. UB Precision, a subsidiary of Phoenix Digital
Tech provides testing products such as LCD/OLED probe stations for display
and probe card for semiconductor.
|
l
|
Bluecomm
located in Daejeon, Korea, provides solutions for Customer Relationship
Management (CRM) and related total solutions for call center outsourcing
and Home Service Center hosting.
|
l
|
CinTel
Korea located in Seoul, Korea produces and distributes our traditional
base products in the Internet Traffic Management (ITM)
sector.
|
|
9/30/2009
|
Adjusted
9/30/2008
|
||||||
Revenue
|
$ | 107,000 | $ | 138,716 | ||||
Cost
of sales
|
103,825 | 131,312 | ||||||
Gross
profit
|
3,175 | 7,404 | ||||||
Operating
expenses
|
8,623 | 11,879 | ||||||
Operating
loss
|
(5,448 | ) | (4,475 | ) | ||||
Net
loss
|
(8,352 | ) | (5,128 | ) |
|
9/30/2009
|
Adjusted
9/30/2008
|
||||||
Revenue
|
$ | 38,806 | $ | 58,865 | ||||
Cost
of sales
|
37,988 | 57,905 | ||||||
Gross
profit
|
818 | 960 | ||||||
Operating
expenses
|
2,426 | 3,145 | ||||||
Operating
income (loss)
|
(1,608 | ) | (2,185 | ) | ||||
Net
loss
|
(663 | ) | (712 | ) |
Exhibit
Number
|
Description
|
|
2.1
|
Share
Exchange Agreement, dated September 30, 2003, by and among the Company,
CinTel Co., Ltd, and the shareholders of CinTel Co., Ltd. (Incorporated by
reference to the Company’s Form 8-K filed with the Securities and Exchange
Commission on September 30, 2003)
|
|
3.1
|
Articles
of Incorporation (Incorporated by reference to the Company’s registration
statement on Form SB-2 (File No. 333-100046), filed with the Securities
and Exchange Commission on September 24, 2002)
|
|
3.2
|
Certificate
of Amendment to Articles of Incorporation dated April 27, 2001
(Incorporated by reference to the Company’s registration statement on Form
SB-2 (File No. 333-119002), filed with the Securities and Exchange
Commission on September 15, 2004)
|
|
3.3
|
Certificate
of Amendment to Articles of Incorporation dated October 21, 2003
(Incorporated by reference to the Company’s annual report on Form 10-KSB
for the fiscal year ended December 31, 2003, filed with the Securities and
Exchange Commission on April 14, 2004)
|
|
3.4
|
Certificate
of Amendment to Articles of Incorporation dated September 13, 2004
(Incorporated by reference to the Company’s registration statement on Form
SB-2 (File No. 333-119002), filed with the Securities and Exchange
Commission on September 15, 2004)
|
|
3.5
|
Bylaws
(Incorporated by reference to the Company’s registration statement on Form
SB-2 (File No. 333-100046), filed with the Securities and Exchange
Commission on September 24, 2002)
|
|
4.1
|
Standby
Equity Distribution Agreement, dated August 4, 2004, between Cornell
Capital Partners, L.P. and the Company (Incorporated by reference to the
Company’s registration statement on Form SB-2 (File No. 333-119002), filed
with the Securities and Exchange Commission on September 15,
2004)
|
|
4.2
|
$240,000
principal amount Compensation Debenture, due August 4, 2007, issued to
Cornell Capital Partners, L.P., in connection with the Standby Equity
Distribution Agreement (Incorporated by reference to the Company’s
registration statement on Form SB-2 (File No. 333-119002), filed with the
Securities and Exchange Commission on September 15,
2004)
|
|
4.3
|
Convertible
Note in the principal amount of $40,000 issued to Sang Yong Oh
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on October 21, 2005)
|
|
4.4
|
Convertible
Note in the principal amount of $400,000 issued to Tai Bok Kim
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on October 21, 2005)
|
|
4.5
|
Convertible
Note in the principal amount of $9,640 issued to Meung Jun Lee
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on November 21,
2005)
|
|
4.6
|
Convertible
Note in the principal amount of $28,930 issued to Jin Yong Kim
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on November 21,
2005)
|
|
4.7
|
Convertible
Note in the principal amount of $48,300 issued to Su Jung Jun
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on November 21,
2005)
|
|
4.8
|
Convertible
Note in the principal amount of $48,300 issued to Se Jung Oh (Incorporated
by reference to the Company’s Form 8-K filed with the Securities and
Exchange Commission on November 21, 2005)
|
|
4.9
|
Convertible
Note in the principal amount of $48,300 issued to Sun Kug Hwang
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on November 21,
2005)
|
|
4.10
|
Convertible
Note in the principal amount of $192,864 issued to Woo Young Moon
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on November 21,
2005)
|
|
4.11
|
Convertible
Note in the principal amount of $336,000 issued to Joo Chan Lee
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on November 21,
2005)
|
4.12
|
Convertible
Note in the principal amount of $483,000 issued to Sang Ho Han
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on November 21,
2005)
|
|
4.13
|
Convertible
Note in the principal amount of $483,000 issued to Jun Ro Kim
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on November 21,
2005)
|
|
4.14
|
Convertible
Note in the principal amount of $483,000 issued to Tai Bok Kim
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on November 21,
2005)
|
|
Convertible
Note in the principal amount of $2,082,500 issued to Tai Bok Kim
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 20,
2005)
|
||
4.16
|
Convertible
Note in the principal amount of $280,000 issued to Joo Chan Lee
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 20,
2005)
|
|
4.17
|
Convertible
Note in the principal amount of $281,065 issued to Sang Yong Oh
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 20,
2005)
|
|
4.18
|
Convertible
Note in the principal amount of $246,400 issued to JungMi Lee
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 20,
2005)
|
|
4.19
|
Convertible
Note in the principal amount of $59,172 issued to Sung Min Chang
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 20,
2005)
|
|
4.20
|
Convertible
Note in the principal amount of $246,400 issued to Eun Suk Shin
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 20,
2005)
|
|
4.21
|
Convertible
Note in the principal amount of $492,800 issued to Overnet Co., Ltd.
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 20,
2005)
|
|
4.22
|
Convertible
Note in the principal amount of $98,620 issued to Yeun Jae Jo
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 20,
2005)
|
|
4.23
|
Convertible
Note in the principal amount of $985,950 issued to Equinox Partners Inc.
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 20,
2005)
|
|
4.24
|
Convertible
Note in the principal amount of $788,950 issued to Kei Wook Lee
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 20,
2005)
|
|
4.25
|
Convertible
Note in the principal amount of $492,800 issued to SeokKyu Hong
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 30,
2005)
|
|
4.26
|
Convertible
Note in the principal amount of $197,200 issued to Moon Soo Park
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 30,
2005)
|
|
10.1
|
Securities
Purchase Agreement dated October 17, 2005 by and among CinTel Corp. and
Sang Yon Oh (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on October 21,
2005)
|
|
10.2
|
Securities
Purchase Agreement dated October 17, 2005 by and among CinTel Corp. and
Tai Bok Kim (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on October 21,
2005)
|
10.3
|
Securities
Purchase Agreement dated November 17, 2005 by and among CinTel Corp. and
Meung Jun Lee (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on November 21,
2005)
|
|
10.4
|
Securities
Purchase Agreement dated November 17, 2005 by and among CinTel Corp. and
Jin Yong Kim (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on November 21,
2005)
|
|
10.5
|
Securities
Purchase Agreement dated November 17, 2005 by and among CinTel Corp. and
Su Jung Jun (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on November 21,
2005)
|
|
10.6
|
Securities
Purchase Agreement dated November 17, 2005 by and among CinTel Corp. and
Se Jung Oh (Incorporated by reference to the Company’s Form 8-K filed with
the Securities and Exchange Commission on November 21,
2005)
|
|
10.7
|
Securities
Purchase Agreement dated November 17, 2005 by and among CinTel Corp. and
Sun Kug Hwang (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on November 21,
2005)
|
|
10.8
|
Securities
Purchase Agreement dated November 17, 2005 by and among CinTel Corp. and
Woo Young Moon (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on November 21,
2005)
|
|
10.9
|
Securities
Purchase Agreement dated November 17, 2005 by and among CinTel Corp. and
Joo Chan Lee (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on November 21,
2005)
|
|
10.10
|
Securities
Purchase Agreement dated November 17, 2005 by and among CinTel Corp. and
Sang Ho Han (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on November 21,
2005)
|
|
10.11
|
Securities
Purchase Agreement dated November 17, 2005 by and among CinTel Corp. and
Jun Ro Kim (Incorporated by reference to the Company’s Form 8-K filed with
the Securities and Exchange Commission on November 21,
2005)
|
|
10.12
|
Securities
Purchase Agreement dated November 17, 2005 by and among CinTel Corp. and
Tai Bok Kim (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on November 21,
2005)
|
|
10.13
|
Securities
Purchase Agreement dated December 15, 2005 by and among CinTel Corp. and
Tai Bok Kim (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on December 20,
2005)
|
|
10.14
|
Securities
Purchase Agreement dated December 15, 2005 by and among CinTel Corp. and
Joo Chan Lee (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on December 20,
2005)
|
|
10.15
|
Securities
Purchase Agreement dated December 15, 2005 by and among CinTel Corp. and
Sang Yong Oh (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on December 20,
2005)
|
|
10.16
|
Securities
Purchase Agreement dated December 15, 2005 by and among CinTel Corp. and
JungMi Lee (Incorporated by reference to the Company’s Form 8-K filed with
the Securities and Exchange Commission on December 20,
2005)
|
|
10.17
|
Securities
Purchase Agreement dated December 15, 2005 by and among CinTel Corp. and
Sung Min Chang (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on December 20,
2005)
|
|
10.18
|
Securities
Purchase Agreement dated December 15, 2005 by and among CinTel Corp. and
Eun Suk Shin (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on December 20,
2005)
|
|
10.19
|
Securities
Purchase Agreement dated December 15, 2005 by and among CinTel Corp. and
Overnet Co., Ltd. (Incorporated by reference to the Company’s Form 8-K
filed with the Securities and Exchange Commission on December 20,
2005)
|
|
10.20
|
Securities
Purchase Agreement dated December 15, 2005 by and among CinTel Corp. and
Yeun Jae Jo (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on December 20,
2005)
|
|
10.21
|
Securities
Purchase Agreement dated December 15, 2005 by and among CinTel Corp. and
Equinox Partners Inc. (Incorporated by reference to the Company’s Form 8-K
filed with the Securities and Exchange Commission on December 20,
2005)
|
|
10.22
|
Securities
Purchase Agreement dated December 16, 2005 by and among CinTel Corp. and
Kei Wook Lee (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on December 20,
2005)
|
|
10.23
|
Securities
Purchase Agreement dated December 26, 2005 by and among CinTel Corp. and
SeokKyu Hong (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on December 30,
2005)
|
|
10.24
|
Securities
Purchase Agreement dated December 26, 2005 by and among CinTel Corp. and
Moon Soo Park (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on December 30,
2005)
|
|
10.25
|
Distribution
Agreement dated March 15, 2006 among CinTel Corp. and InterSpace
Computers, Inc. (Incorporated by reference to the Company’s Form 8-K filed
with the Securities and Exchange Commission on May 3,
2006)
|
10.26
|
Convertible
Bonds Subscription Agreement between the Company and Axlon Corporation
dated October 24, 2006 (Incorporated by reference to the Company’s Form
8-K filed with the Securities and Exchange Commission on October 31,
2006)
|
|
10.27
|
Convertible
Bonds Subscription Agreement between the Company and Emerging Memory &
Logic Solutions, Inc. dated October 24, 2006 (Incorporated by reference to
the Company’s Form 8-K filed with the Securities and Exchange Commission
on October 31, 2006)
|
|
10.28
|
Convertible
Bonds Subscription Agreement between the Company and KTB China Optimum
Fund dated October 24, 2006 (Incorporated by reference to the Company’s
Form 8-K filed with the Securities and Exchange Commission on October 31,
2006)
|
|
10.29
|
Convertible
Bonds Subscription Agreement between the Company and STS Semiconductor
& Telecommunications Co. Ltd. dated October 24, 2006 (Incorporated by
reference to the Company’s Form 8-K filed with the Securities and Exchange
Commission on October 31, 2006)Stock Purchase Agreement by and between
CinTel Corp and STS Semiconductor & Telecommunications Co., Ltd.
(Incorporated by reference to the Company’s Form 8-K filed with the
Securities and Exchange Commission on November 3, 2006)
|
|
10.30
|
Stock
Purchase Agreement by and between CinTel Corp. and STS Semiconductor &
Telecommunications Co. Ltd. (Incorporated by reference to the Company’s
Form 8-K filed with the Securities and Exchange Commission on November 3,
2007)
|
|
10.31
|
Convertible
Bonds Subscription Agreement entered into as of March 15, 2007 with Woori
Private Equity Fund (Incorporated by reference to the Company’s Form 8-K
filed with the Securities and Exchange Commission on March 15,
2007)
|
|
10.32
|
Share
Subscription Agreement dated August 27, 2007 by and between Phoenix
Digital Tech Co. Ltd. (Incorporated by reference to the Company’s Form 8-K
filed with the Securities and Exchange Commission on August 31,
2007)
|
|
10.33
|
Share
Subscription Agreement dated as of October 30, 2007 (Incorporated by
reference to the Company’s Form 8-K filed with the Securities and Exchange
Commission on November 5, 2007)
|
|
10.34
|
Amended
CB Subscription Agreement dated November 18, 2008 (Incorporated by
reference to the Company’s Form 8-K filed with the Securities and Exchange
Commission on November 21, 2008)
|
|
14.1
|
Code
of Ethics (Incorporated by reference to the Company’s Form 10-K filed with
the Securities and Exchange Commission on April 17,
2006)
|
|
16.1
|
Letter
on change in certifying accountant (Incorporated by reference to the
Company’s Form 8-K filed with the Securities and Exchange Commission
October 11, 2007)
|
|
21.1
|
Subsidiaries
(Incorporated by reference to the Company’s Form 10-K filed with the
Securities and Exchange Commission on April 17, 2007)
|
|
31.1*
|
Certification
by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act
|
|
31.2*
|
Certification
by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act
|
|
32.1*
|
Certification
by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
United States Code
|
|
32.2*
|
Certification
by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
United States Code
|
CinTel
Corp.
|
||||
Date:
November 23, 2009
|
By:
|
/s/
Dave Kyung Han
|
||
Dave
Kyung Han
|
||||
President,
Chief Executive Officer
|
||||
and
Director (Principal Executive Officer)
|
||||
Date:
November 23, 2009
|
By:
|
/s/
Joo Chan Lee
|
||
Joo
Chan Lee
|
||||
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|