[X] QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
[
] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
CHINA
SWINE GENETICS, INC.
|
(Name
of Registrant as Specified in its
Charter)
|
Delaware
|
84-0916585
|
(State
or Other Jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
1077 Ala Napunani Street,
Honolulu, HI 96818
|
||
(Address
of principal executive offices)
|
||
808-429-5954
|
||
(Issuer's telephone
number)
|
PART
I - FINANCIAL INFORMATION
|
||
Item
1: Financial Statements
|
F-1
|
|
Item
2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
|
17
|
|
Item
3: Quantitative and Qualitative Disclosures about Market
Risk
|
20
|
|
Item
4: Controls and Procedures
|
20
|
|
PART
II - OTHER INFORMATION
|
||
Item
1: Legal Proceedings
|
21
|
|
Item
1A: Risk Factors
|
21
|
|
Item
2: Unregistered Sales of Equity Securities and Use of
Proceeds
|
21
|
|
Item
3: Defaults Upon Senior Securities
|
21
|
|
Item
4: Submission of Matters to a Vote of Security Holders
|
21
|
|
Item
5: Other Information
|
21
|
|
Item
6: Exhibits
|
21
|
China
Swine Genetics, Inc. (f/k/a Apogee Robotics, Inc.) and
Subsidiaries
|
||||||||
Condensed
Consolidated Balance Sheets
|
||||||||
September
30, 2009
|
June
30, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Assets
|
||||||||
Current
Assets:
|
||||||||
Cash
and equivalents
|
$ | 1,090,470 | $ | 82,854 | ||||
Accounts
receivable
|
- | 634,550 | ||||||
Inventories
|
784,841 | 998,600 | ||||||
Advanced
to suppliers, net
|
24,309,278 | 20,654,804 | ||||||
Prepayments
and other current assets
|
94,023 | 146,789 | ||||||
Total
Current Assets
|
26,278,612 | 22,517,597 | ||||||
Property,
Plant, Equipment and Breeding Stock, net
|
2,264,215 | 2,486,610 | ||||||
Total
Long-Term Assets
|
2,264,215 | 2,486,610 | ||||||
Total
Assets
|
28,542,827 | 25,004,207 | ||||||
Liabilities and
Equity
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
364,388 | 447,565 | ||||||
Customer
deposit
|
28,868 | 4,270 | ||||||
Loans
payable, net, current maturities
|
1,084,139 | 1,068,909 | ||||||
Loans
from shareholders/officers, net
|
- | 11,024,211 | ||||||
Deferred
interest income
|
14,548 | 29,077 | ||||||
Other
current liabilities
|
41,995 | 64,593 | ||||||
Total
Current Liabilities
|
1,533,938 | 12,638,625 | ||||||
Total
Liabilities
|
1,533,938 | 12,638,625 | ||||||
Equity:
|
||||||||
China
Swine Genetics Inc. Shareholders' Equity:
|
||||||||
Preferred
Stock, $0.001 par value, 9,995,200 shares authorized,
|
||||||||
zero
shares issued and outstanding, respectively *
|
- | - | ||||||
Series
A Convertible Preferred Stock ,$0.001 par value,
|
||||||||
4,800
shares authorized, 4,646.05933 shares issued
and
|
||||||||
outstanding,
respectively *
|
5 | 5 | ||||||
Common
stock, $0.001 par value, 300,000,000 shares
|
||||||||
authorized,
72,598 issued and outstanding, respectively *
|
73 | 73 | ||||||
Additional
paid-in capital *
|
15,212,412 | 4,043,176 | ||||||
Reserve
funds
|
2,434,675 | 1,874,970 | ||||||
Retained
earnings
|
8,296,266 | 5,295,496 | ||||||
Accumulated
other comprehensive income
|
737,825 | 720,415 | ||||||
Total
China Swine Genetics Inc. Shareholders' Equity
|
26,681,256 | 11,934,135 | ||||||
Noncontrolling
Interest
|
327,633 | 431,447 | ||||||
Total
Equity
|
27,008,889 | 12,365,582 | ||||||
Total
Liabilities and Equity
|
$ | 28,542,827 | $ | 25,004,207 | ||||
*:
As restated to show recapitalization and reverse split.
|
||||||||
The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
|
China
Swine Genetics, Inc. (f/k/a Apogee Robotics, Inc.) and
Subsidiaries
|
||||||||
Condensed
Consolidated Statements of Operations (Unaudited)
|
||||||||
For
Three Months Ended September 30,
|
||||||||
2009
|
2008
|
|||||||
Unaudited
|
Unaudited
|
|||||||
Revenues
|
$ | 21,895,508 | $ | 11,514,522 | ||||
Cost
of Goods Sold
|
17,167,862 | 9,301,840 | ||||||
Gross
Profit
|
4,727,646 | 2,212,682 | ||||||
Operating
Expenses
|
||||||||
Selling
expenses
|
671,363 | 387,757 | ||||||
General
and administrative expenses
|
68,172 | 163,465 | ||||||
Bad
debt for advanced to suppliers
|
178,830 | 3,753 | ||||||
Total
Operating Expenses
|
918,365 | 554,975 | ||||||
Income
From Operations
|
3,809,281 | 1,657,707 | ||||||
Other
Income (Expenses)
|
||||||||
Interest income
(expenses), net
|
554 | (19,220 | ) | |||||
Other
expenses, net
|
(6,242 | ) | (819 | ) | ||||
Loss
on fixed assets disposal
|
(107,753 | ) | (100,643 | ) | ||||
Loss
on inventory disposal
|
(239,179 | ) | (60,034 | ) | ||||
Total
Other Expenses
|
(352,620 | ) | (180,716 | ) | ||||
Income
Before Income Taxes
|
3,456,661 | 1,476,991 | ||||||
Income
Tax Provision
|
- | - | ||||||
Net
Income Before Noncontrolling Interest
|
3,456,661 | 1,476,991 | ||||||
Less:
Net income attributable to the noncontrolling interest
|
(103,814 | ) | (56,064 | ) | ||||
Net
Income Attributable to China Swine Genetics Inc
|
$ | 3,560,475 | $ | 1,533,055 | ||||
Earnings
Per Share:
|
||||||||
-
Basic
|
$ | 49.04 | $ | 21.12 | ||||
-
Diluted
|
$ | 0.18 | $ | 0.08 | ||||
Weighted
Common Shares Outstanding *
|
||||||||
-
Basic
|
72,598 | 72,598 | ||||||
-
Diluted
|
20,031,181 | 20,031,181 | ||||||
*:
As restated to show recapitalization and reverse split.
|
||||||||
The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
|
China
Swine Genetics, Inc. (f/k/a Apogee Robotics, Inc.) and
Subsidiaries
|
||||||||
Condensed
Consolidated Statements of Comprehensive Income
(Unaudited)
|
||||||||
For
Three Months Ended September 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Net
Income Before Noncontrolling Interest
|
$ | 3,456,661 | $ | 1,476,991 | ||||
Other
Comprehensive (Loss) Income:
|
||||||||
Foreign
Currency Translation Income
|
17,410 | 207,877 | ||||||
Comprehensive
Income
|
$ | 3,474,071 | $ | 1,684,868 | ||||
The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
|
China
Swine Genetics, Inc. (f/k/a Apogee Robotics, Inc.) and
Subsidiaries
|
||||||||
Consolidated Statements
of Cash Flows (Unaudited)
|
||||||||
For
Three Months Ended September 30,
|
||||||||
2009
|
2008
|
|||||||
Unaudited
|
Unaudited
|
|||||||
Cash
Flows From Operating Activities
|
||||||||
Net
Income
|
$ | 3,560,475 | $ | 1,533,055 | ||||
Adjustments
to Reconcile Net Income to Net Cash Provided
by Operating Activities
|
||||||||
Depreciation
and amortization
|
131,668 | 241,149 | ||||||
Bad
debt adjustment
|
178,830 | 3,753 | ||||||
Net
income attributable to noncontrolling interest
|
(103,814 | ) | (56,064 | ) | ||||
Loss on
disposal of fixed assets
|
107,753 | 100,643 | ||||||
Loss on
disposal of inventory
|
239,179 | 60,034 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts receivable
|
634,550 | 335 | ||||||
Inventories
|
(29,720 | ) | (573,814 | ) | ||||
Advanced to suppliers
|
(3,817,792 | ) | (748,333 | ) | ||||
Prepayments and other current assets
|
52,826 | (7,622 | ) | |||||
Accounts payable and accrued expenses
|
(83,410 | ) | 208,771 | |||||
Customer deposit
|
24,580 | 30,616 | ||||||
Deferred interest income
|
(14,538 | ) | (17,759 | ) | ||||
Other current liabilities
|
(22,625 | ) | 7,842 | |||||
Net
Cash Provided by Operating Activities
|
857,962 | 782,606 | ||||||
Cash
Flows From Investing Activities
|
||||||||
Payment
for purchase of equipment
|
(34,571 | ) | (3,944 | ) | ||||
Payment
for construction in progress
|
- | (7,609 | ) | |||||
Proceeds from
sale of property and equipment
|
23,760 | 27,018 | ||||||
Net
Cash (Used in) Provided by Investing Activities
|
(10,811 | ) | 15,465 | |||||
Cash
Flows From Financing Activities
|
||||||||
Proceeds from
loans payable
|
- | 497,356 | ||||||
Repayment of
loans payable
|
- | (441,833 | ) | |||||
Proceeds from
discount on loan payable
|
14,538 | 17,759 | ||||||
Payments for
loans to shareholders/officers
|
(4,585 | ) | (31,665 | ) | ||||
Proceeds the
repayment of loans by shareholders/officers
|
147,701 | 29,910 | ||||||
Net
Cash Provided by Financing Activities
|
157,654 | 71,527 | ||||||
Net
Increase in Cash and Equivalents
|
1,004,804 | 869,598 | ||||||
Effect
of Exchange Rate Changes on Cash
|
2,811 | 3,485 | ||||||
Cash
and Equivalents at Beginning of Period
|
82,854 | 140,270 | ||||||
Cash
and Equivalents at End of Period
|
$ | 1,090,470 | $ | 1,013,353 | ||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
Interest
paid
|
$ | - | $ | 8,174 | ||||
Income
taxes paid
|
$ | - | $ | - | ||||
SUPPLEMENTAL
SCHEDULE OF NON-CASH INVESTING AND
|
||||||||
FINANCING
ACTIVITIES:
|
||||||||
Inventory
transferred out to be breeding stock in fixed assets
|
$ | 4,801 | $ | 11,601 | ||||
Construction in
progress transferred out to be fixed assets
|
$ | - | $ | 113,749 | ||||
Majority
shareholder gave up debt of the Company
|
$ | 11,169,236 | $ | - | ||||
The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
|
1.
|
Interim
financial statements:
|
2.
|
Organization
and Nature of Operations
|
3.
|
Basis
of Presentation
|
a.
|
Fiscal
Year
|
b.
|
Principle
of Consolidation
|
4.
|
Summary
of Significant Accounting Policies
|
a.
|
Use
of Estimates
|
b.
|
Foreign
Currency Translation
|
For
The Three Months Ended September 30,
|
||||||||||
2009
|
2008
|
|||||||||
Assets
and liabilities
|
the
three months ended rate of US
|
$ | 0.14649 | $ | 0.14728 |
/RMB
|
||||
Revenue
and expenses
|
average
rate of US
|
$ | 0.14639 | $ | 0.14625 |
/RMB
|
c.
|
Revenue
Recognition
|
d.
|
Income
Taxes
|
e.
|
Recent Accounting
Pronouncements
|
5.
|
Inventories
|
September
30, 2009
|
June
30, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Raw
materials
|
$ | 56,045 | $ | 57,106 | ||||
Work
in progress
|
591,127 | 615,487 | ||||||
Finished
goods
|
137,669 | 326,007 | ||||||
Total
|
$ | 784,841 | $ | 998,600 |
6.
|
Advanced
to suppliers, net
|
September
30, 2009
|
June
30, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Advanced
to suppliers
|
25,575,602 | 21,741,485 | ||||||
Less:
Accumulated bad debt allowance
|
1,266,324 | 1,086,681 | ||||||
Advanced
to suppliers, net
|
24,309,278 | 20,654,804 |
7.
|
Prepayments
and Other Current Assets
|
September
30, 2009
|
June
30, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Prepaid
rent
|
$ | 61,881 | $ | 46,263 | ||||
Advance
to employees
|
15,230 | 39,313 | ||||||
Other
receivable
|
16,912 | 61,213 | ||||||
Total
|
$ | 94,023 | $ | 146,789 |
8.
|
Property,
Plant, Equipment, and Breeding Stock,
net
|
September
30, 2009
|
June
30, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Land
improvements
|
$ | 278,350 | $ | 278,173 | ||||
Leasehold
improvements
|
100,146 | 65,533 | ||||||
Buildings
|
1,764,277 | 1,763,151 | ||||||
Machinery
and equipment
|
687,505 | 687,065 | ||||||
Breeding
stock
|
491,358 | 866,821 | ||||||
Sub-Total
|
3,321,636 | 3,660,743 | ||||||
Less:
Accumulated depreciation
|
1,057,421 | 1,174,133 | ||||||
Total
|
$ | 2,264,215 | $ | 2,486,610 |
9
.
|
Loan
payable
|
Loans
payable, net, current maturities
|
||||||||
September
30, 2009
|
June
30, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
On
December 1 and 16, 2005, the Company obtained loans in amounts
of RMB2.8 million (equivalent to $410,176 and $409,915 as of
September 30, 2009 and June 30, 2009, respectively) and RMB0.7 million
(equivalent to $102,545 and $102,479 as of September 30, 2009 and June 30,
2009, respectively) from Jiamusi Government Financial Bureau ("JGFB") by
pledging certain buildings in Huanan, which have a carrying value of
approximately RMB2.6 million (equivalent to $380,878 ). The term of the
debt was originally from October 31, 2005 to 2007. Since the Company is an
agricultural enterprise and its business is supported by the Chinese
Government, these loans do not bear interest, and the original due date
had been extended to December 31, 2008. Furthermore, before December 31,
2008, the due dates of these loans have been rescheduled to December 31,
2009.
|
$ | 512,721 | $ | 512,394 | ||||
On
April 20 and September 25, 2007, the subsidiary of the Company,
Sino-Canadian, obtained loans in amounts of RMB1.5 million (equivalent to
$219,737 and $219,597 as of September 30, 2009 and June 30, 2009,
respectively) and RMB0.5 million (equivalent to $73,246 and $73,199 as of
September 30, 2009 and June 30, 2009, respectively) from TangYuan
Government Financial Bureau ("TGFB") by pledging certain buildings in
Heijinhe, which have a carrying value of approximately RMB5.1 million
(equivalent to $747,107 ). The term of the debt was originally from
January 1, 2007 to December 31, 2008. Since the Chinese government
supports the Company's business, these loans do not bear interest and all
of their due dates have been extended to December 31,
2009.
|
292,983 | 292,796 | ||||||
On
May 9, 2007, the Company obtained a loan in amount of RMB2 million
(equivalent to $292,983 and $292,796 as of September 30, 2009 and June 30,
2009, respectively) from JGFB by pledging certain buildings in Huanan,
which have a carrying value of approximately RMB1.5 million (equivalent to
$219,737 ). The term of the debt was originally from January 1, 2007 to
December 31, 2008. Since the government support the Company's
business, this loan does not bear interest and the due date
have been extended to December 31, 2009 by JGFB on June 16,
2008.
|
292,983 | 292,796 | ||||||
Total
loans payable, current maturities
|
$ | 1,098,687 | $ | 1,097,986 | ||||
Less:
discount on loans payable, current
|
14,548 | 29,077 | ||||||
Total
loans payable, net, current maturities
|
$ | 1,084,139 | $ | 1,068,909 |
10.
|
Loan
from Shareholders/Officers,
Net
|
11.
|
Commitments
|
Contract
#
|
Sales
Contracts
|
Client's
Name
|
Contract
Term
|
Sales
Quantities
|
||||
1
|
Merchandise
hogs sales
|
Beijing
Da Hongmen
|
from
September 28, 2009
|
120
thousand hogs per year
|
||||
to
September 28, 2010
|
||||||||
2
|
Merchandise
hogs sales
|
Beijing
Fifth Meat Processing Factory
|
from
August 29, 2009
|
180
thousand hogs per year
|
||||
to
August 28, 2010
|
||||||||
Sales
Price
|
Hog
Average Weight
|
Hogs
Quality
|
Penalty
|
|||||
1
|
market
value in Beijing area
|
From
75 to 90kg
|
second
or/and third generation
|
1%
penalty if the merchandise
|
||||
of
merchandise hogs
|
hogs
delivered late
|
|||||||
2
|
market
value in Beijing area
|
From
75 to 90kg
|
second
or/and third generation
|
1%
penalty if the merchandise
|
||||
of
merchandise hogs
|
hogs
delivered late
|
For
The Three Months Ending September 30,
|
Amount
|
|||
2010
|
$ | 186,924 | ||
2011
|
53,458 | |||
2012
|
2,122 | |||
2013
|
1,465 | |||
2014
|
1,465 | |||
Thereafter
|
29,787 | |||
Total minimum
payments required
|
$ | 275,221 |
12.
|
Stockholders’
Equity
|
13.
|
Concentration
of Business
|
Sold
to
|
Number
of
|
Percentage
of
|
||||
For
The Three Months Ended September 30,
|
Major
Customers
|
Customers
|
Total
Sales Revenue
|
|||
2009
|
$ 21,573,195
|
2
|
98.53%
|
|||
2008
|
$ 11,264,780
|
2
|
98.60%
|
Purchased
from
|
Number
of
|
Percentage
of
|
||||
For
The Three Months Ended September 30,
|
Major
Suppliers
|
Suppliers
|
Total
Purchased
|
|||
2009
|
$ 17,002,245
|
1
|
99.93%
|
|||
2008
|
$ 6,952,960
|
1
|
76.26%
|
14.
|
Geographical
Risks
|
15.
|
Subsequent
Event
|
SenYu:
|
Heilongjiang
SenYu Animal Husbandry Co., Ltd., a corporation organized in the
PRC. We own 100% of the equity in SenYu.
|
Sino-Canadian
JV:
|
Sino-Canadian
Senyu-Polar Swine Genetics Company Limited, a joint venture company
organized in the PRC. We own 60% of the equity in Sino Canadian
JV.
|
31.1
|
Rule
13a-14(a) Certification – CEO
|
31.2
|
Rule
13a-14(a) Certification - CFO
|
32
|
Rule
13a-14(b) Certifications
|
|
CHINA
SWINE GENETICS, INC.
|
Date:
November 16, 2009
|
By:
/s/ Zhenyu
Shang
|
Zhenyu
Shang , Chief
Executive Officer
|