x |
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
|
o |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
|
Florida
|
65-1129912
|
(State
or other
jurisdiction
|
(IRS
Employer
|
of
incorporation or
organization)
|
Identification
No.)
|
Page | ||||
PART I. FINANCIAL INFORMATION | ||||
Item1. Financial Statements | ||||
Consolidated
Balance Sheet of Puda Investment Holding Limited
|
||||
and
its subsidiaries and affiliates as of June 30, 2005
(unaudited)
|
1
|
|||
|
||||
Consolidated
Statements of Operations of Puda Investment Holding
|
||||
Limited
and its subsidiaries and affiliates for the three and six
|
||||
months
ended June 30, 2005 and 2004 (unaudited)
|
2
|
|||
|
||||
Consolidated
Statements of Cash Flows of Puda Investment Holding
|
||||
Limited
and its subsidiaries and affiliates for the six months ended
|
||||
June
30, 2005 and 2004 (unaudited)
|
3
|
|||
|
||||
Notes
to Consolidated Financial Statements (unaudited)
|
4-13
|
|||
Item
2. Management's Discussion and Analysis or Plan of
Operations
|
14-31
|
|||
Item
3. Controls and Procedures
|
32
|
|||
PART
II. OTHER INFORMATION
|
||||
Item
1. Legal Proceedings
|
32
|
|||
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
32
|
|||
Item
3. Defaults upon Senior Securities
|
32
|
|||
Item
4. Submission of Matters to a Vote of Security Holders
|
33
|
|||
Item
5. Other information
|
33
|
|||
Item
6. Exhibits and Reports on Form 8-K
|
34-35
|
|||
Signatures
|
36
|
|||
Certifications |
Note(s)
|
June
30, 2005
|
||||||
(Restated
- see Note 7)
|
|||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
1,547
|
|||||
Accounts
receivable, net
|
3,247
|
||||||
Other
receivables
|
|||||||
-
Related parties
|
3
|
2,240
|
|||||
-Third
parties
|
47
|
||||||
Deposits
and prepayments
|
853
|
||||||
Inventories
|
4
|
4,276
|
|||||
Total
current assets
|
12,210
|
||||||
PROPERTY,
PLANT AND EQUIPMENT, NET
|
921
|
||||||
INTANGIBLE
ASSETS
|
179
|
||||||
TOTAL
ASSETS
|
$
|
13,310
|
|||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable
|
|||||||
-
Related party
|
3
|
$
|
296
|
||||
-
Third parties
|
774
|
||||||
Other
payables
|
|||||||
-
Related party
|
3
|
196
|
|||||
-
Third parties
|
360
|
||||||
Accrued
expenses
|
295
|
||||||
Income
taxes payable
|
2,823
|
||||||
VAT
payable
|
260
|
||||||
Distribution
payable
|
969
|
||||||
Total
current liabilities
|
5,973
|
||||||
TEMPORARY
EQUITY
|
|||||||
Option
to buy-out Shanxi Coal
|
1,
7
|
2,717
|
|||||
STOCKHOLDERS’
EQUITY
|
|||||||
Common
stock, authorized 50,000 shares, par value
$1, issued and outstanding 50,000 shares
|
50
|
||||||
Paid-in
capital
|
2,717
|
||||||
2,767
|
|||||||
Less:
reclassified to temporary equity
|
1,
7
|
(2,717
|
)
|
||||
Statutory
surplus reserve fund
|
1,366
|
||||||
Retained
earnings
|
3,204
|
||||||
Total
stockholders’ equity
|
4,620
|
||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
13,310
|
Note(s)
|
Three
months ended
June
30, 2005
|
Three
months ended
June
30, 2004
|
Six
months ended
June
30,2005
|
Six
months ended
June
30,2004
|
||||||||||||
NET
REVENUE
|
$
|
8,747
|
$
|
4,219
|
$
|
13,019
|
$
|
9,159
|
||||||||
COST
OF REVENUE
|
(6,878
|
)
|
(2,491
|
)
|
(10,288
|
)
|
(5,371
|
)
|
||||||||
GROSS
PROFIT
|
1,869
|
1,728
|
2,731
|
3,788
|
||||||||||||
OPERATING
EXPENSES
|
||||||||||||||||
Selling
expenses
|
152
|
76
|
201
|
142
|
||||||||||||
General
and administrative expenses
|
71
|
37
|
135
|
106
|
||||||||||||
Other
operating expenses
|
1
|
-
|
1
|
-
|
||||||||||||
TOTAL
OPERATING EXPENSES
|
224
|
113
|
337
|
248
|
||||||||||||
INCOME
FROM OPERATIONS
|
1,645
|
1,615
|
2,394
|
3,540
|
||||||||||||
GAIN
ON SHORT-TERM INVESTMENT
|
-
|
-
|
6
|
-
|
||||||||||||
INTEREST
INCOME/(EXPENSE)
|
1
|
-
|
1
|
(4
|
)
|
|||||||||||
INCOME
BEFORE INCOME TAXES
|
1,646
|
1,615
|
2,401
|
3,536
|
||||||||||||
INCOME
TAXES
|
5
|
(550
|
)
|
(537
|
)
|
(811
|
)
|
(1,180
|
)
|
|||||||
NET
INCOME
|
1,096
|
1,078
|
1,590
|
2,356
|
||||||||||||
PRO
FORMA ADJUSTMENT
|
||||||||||||||||
Deemed
preferred dividend
|
1,
7
|
(2,717
|
)
|
-
|
(2,717
|
)
|
-
|
|||||||||
PRO
FORMA NET (LOSS)/INCOME
|
$
|
(1,621
|
)
|
$
|
1,078
|
$
|
(1,127
|
)
|
$
|
2,356
|
||||||
EARNINGS
PER SHARE
|
$
|
21.92
|
$
|
21.56
|
$
|
31.80
|
$
|
47.12
|
||||||||
PRO
FORMA (LOSS)/EARNINGS PER SHARE
|
$
|
(32.42
|
)
|
$
|
21.56
|
$
|
(22.54
|
)
|
$
|
47.12
|
||||||
WEIGHTED
AVERAGE NUMBER OF SHARES
OUTSTANDING- BASIC & DILUTED
|
50,000
|
50,000
|
50,000
|
50,000
|
Six
months ended
June
30, 2005
|
Six
months ended
June
30, 2004
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||||
Net
income
|
$
|
1,590
|
$
|
2,356
|
|||
Adjustments
to reconcile net income to net cash used in operating
activities:
|
|||||||
Gain
on short-term investment
|
(6
|
)
|
-
|
||||
Amortization
of land use right
|
3
|
3
|
|||||
Depreciation
|
53
|
54
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Increase
in accounts receivable
|
(525
|
)
|
(498
|
)
|
|||
Decrease/(increase)
in notes receivable
|
638
|
(278
|
)
|
||||
Increase
in other receivables, deposits and prepayments
|
(307
|
)
|
(2,002
|
)
|
|||
(Increase)/decrease
in inventories
|
(711
|
)
|
334
|
||||
Increase/(decrease)
in accounts payable
|
354
|
(253
|
)
|
||||
Increase
in accrued expenses
|
47
|
28
|
|||||
Decrease
in advance to customers
|
-
|
(108
|
)
|
||||
Increase
in other payables
|
68
|
83
|
|||||
Increase
in income tax payable
|
815
|
1,183
|
|||||
Increase
in VAT payable
|
9
|
639
|
|||||
Net
cash provided by operating activities
|
2,028
|
1,541
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITES
|
|||||||
Sale
proceeds from short-term investment
|
123
|
-
|
|||||
Purchase
of short-term investment
|
-
|
(121
|
)
|
||||
Net
cash provided by/(used in) investing activities
|
123
|
(121
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITES
|
|||||||
Sale
of common stock
|
50
|
-
|
|||||
Distribution
paid to owners
|
(967
|
)
|
(1,270
|
)
|
|||
Net
cash used in financing activities
|
(917
|
)
|
(1,270
|
)
|
|||
Net
increase in cash and cash equivalents
|
1,234
|
150
|
|||||
Cash
and cash equivalents at beginning of period
|
313
|
913
|
|||||
Cash
and cash equivalents at end of period
|
$
|
1,547
|
$
|
1,063
|
|||
Supplemental
schedule of cash flow information:
|
|||||||
Cash
paid during the period for:
|
|||||||
Interest
|
$
|
-
|
$
|
4
|
|||
Income
taxes
|
$
|
-
|
$
|
-
|
Building and facility | 20 years | |||
Machinery and equipment | 10 years | |||
Motor vehicles | 10 years | |||
Office equipment and others | 10 years |
June
30, 2005
|
||||
$’000
|
||||
Other receivable from Shanxi Puda Resources Group Limited | ||||
(“Resources
Group”), a related company with common owners
|
$
|
2,236
|
||
Other
receivable from an owner, Zhao Ming
|
4
|
|||
$
|
2,240
|
Accounts payable to Shanxi Liulin Jucai Coal Industry Co., Limited. | ||||
(“Jucai
Coal”), a related company with a common owner
|
$
|
296
|
||
Other
payable to an owner, Zhao Yao
|
$
|
196
|
June
30, 2005
|
||||
$’000
|
||||
Raw
materials
|
$
|
3,179
|
||
Finished
goods
|
1,097
|
|||
Total
|
$
|
4,276
|
Three
months ended
June
30, 2005
|
Three
months ended
June
30, 2004
|
Six
months ended
June
30, 2005
|
Six
months ended
June
30,2004
|
||||||||||
$’000
|
$’000
|
$’000
|
$’000
|
||||||||||
Current
period provision
|
$
|
550
|
$
|
537
|
$
|
811
|
$
|
1,180
|
Three
months
ended
June
30, 2005
|
Three
months ended
June
30, 2004
|
Six
months ended
June
30, 2005
|
Six
months ended
June
30,2004
|
||||||||||
$’000
|
$’000
|
$’000
|
$’000
|
||||||||||
Income
before income taxes
|
$
|
1,646
|
$
|
1,615
|
$
|
2,401
|
$
|
3,536
|
|||||
Income
tax on pretax income at statutory
rate of 33%
|
543
|
533
|
792
|
1,167
|
|||||||||
Effect
of permanent differences
|
7
|
4
|
19
|
13
|
|||||||||
Income
tax at effective rate
|
$
|
550
|
$
|
537
|
$
|
811
|
$
|
1,180
|
Puda
Coal, Inc.
|
Puda
Investment Holding Limited Consolidated
|
Adjustments
|
Puda
Coal,
Inc. Combined
Pro
forma
|
|||||||||||||
ASSETS
|
||||||||||||||||
CURRENT
ASSETS
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
3
|
$
|
1,547
|
$
|
-
|
$
|
1,550
|
||||||||
Accounts
receivable (net)
|
-
|
3,247
|
-
|
3,247
|
||||||||||||
Other
receivables
|
||||||||||||||||
-Related
parties
|
-
|
2,240
|
-
|
2,240
|
||||||||||||
Third
parties
|
-
|
47
|
-
|
47
|
||||||||||||
Deposits
and prepayments
|
-
|
853
|
-
|
853
|
||||||||||||
Inventories
|
-
|
4,276
|
-
|
4,276
|
||||||||||||
Total
current assets
|
3
|
12,210
|
-
|
12,213
|
||||||||||||
PROPERTY,
PLANT AND EQUIPMENT, NET
|
-
|
921
|
-
|
921
|
||||||||||||
INTANGIBLE
ASSETS
|
-
|
179
|
-
|
179
|
||||||||||||
TOTAL
ASSETS
|
$
|
3
|
$
|
13,310
|
$
|
-
|
$
|
13,313
|
||||||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||||||||||
CURRENT
LIABILITIES
|
||||||||||||||||
Accounts
payable
|
||||||||||||||||
-
Related party
|
$
|
-
|
$
|
296
|
$
|
-
|
$
|
296
|
||||||||
-
Third parties
|
1
|
774
|
-
|
775
|
||||||||||||
Other
payables
|
||||||||||||||||
-
Related party
|
-
|
196
|
-
|
196
|
||||||||||||
-
Third parties
|
-
|
360
|
-
|
360
|
||||||||||||
Accrued
expenses
|
15
|
295
|
-
|
310
|
||||||||||||
Income
taxes payable
|
-
|
2,823
|
-
|
2,823
|
||||||||||||
VAT
payable
|
-
|
260
|
-
|
260
|
||||||||||||
Distribution
payable
|
-
|
969
|
-
|
969
|
||||||||||||
Total
current liabilities
|
16
|
5,973
|
-
|
5,989
|
||||||||||||
TEMPORATY
EQUITY
|
||||||||||||||||
Option
to buy-out Shanxi Coal
|
-
|
2,717
|
-
|
2,717
|
||||||||||||
STOCKHOLDERS’
EQUITY
|
||||||||||||||||
Convertible
preferred stock
|
-
|
-
|
10
|
(c
|
)
|
10
|
||||||||||
Common
stock
|
59
|
50
|
(50
|
)
|
(a
|
)
|
59
|
|||||||||
Additional
paid-in capital
|
1,033
|
2,717
|
(1,065
|
)
|
(a),(b),(c
|
)
|
2,685
|
|||||||||
1,092
|
2,767
|
(1,105
|
)
|
2,754
|
||||||||||||
Less:
reclassified to temporary equity
|
-
|
(2,717
|
)
|
-
|
(2,717
|
)
|
||||||||||
Statutory
surplus reserve fund
|
-
|
1,366
|
-
|
1,366
|
||||||||||||
(Accumulated
deficit)/Retained earnings
|
(1,105
|
)
|
3,204
|
1,105
|
(b
|
)
|
3,204
|
|||||||||
Total
stockholders’ equity
|
(13
|
)
|
4,620
|
-
|
4,607
|
|||||||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
3
|
$
|
13,310
|
$
|
-
|
$
|
13,313
|
Puda
Coal, Inc.
|
Puda
Investment Holding Limited Consolidated
|
Adjustments
|
Puda
Coal,
Inc. Combined
Pro
forma
|
||||||||||
NET
REVENUE
|
$
|
-
|
$
|
13,019
|
$
|
-
|
$
|
13,019
|
|||||
COST
OF REVENUE
|
-
|
(10,288
|
)
|
-
|
(10,288
|
)
|
|||||||
GROSS
PROFIT
|
-
|
2,731
|
-
|
2,731
|
|||||||||
OPERATING
EXPENSES
|
|||||||||||||
Selling
expenses
|
-
|
201
|
-
|
201
|
|||||||||
General
and administrative expenses
|
45
|
135
|
-
|
180
|
|||||||||
Other
operating expenses
|
-
|
1
|
-
|
1
|
|||||||||
TOTAL
OPERATING EXPENSES
|
45
|
337
|
-
|
382
|
|||||||||
(LOSS)/INCOME
FROM OPERATIONS
|
(45
|
)
|
2,394
|
-
|
2,349
|
||||||||
GAIN
ON SHORT-TERM INVESTMENT
|
-
|
6
|
-
|
6
|
|||||||||
INTEREST
INCOME
|
-
|
1
|
-
|
1
|
|||||||||
(LOSS)/INCOME
BEFORE INCOME TAXES
|
(45
|
)
|
2,401
|
-
|
2,356
|
||||||||
INCOME
TAXES
|
-
|
(811
|
)
|
-
|
(811
|
)
|
|||||||
NET
(LOSS)/INCOME
|
(45
|
)
|
1,590
|
-
|
1,545
|
||||||||
PRO
FORMA ADJUSTMENT
|
|||||||||||||
Deemed
preferred dividend
|
(2,717
|
)
|
-
|
(2,717
|
)
|
||||||||
PRO
FORMA NET LOSS
|
$
|
(45
|
)
|
$
|
(1,127
|
)
|
$
|
-
|
$
|
(1,172
|
)
|
||
EARNINGS
PER SHARE
|
$
|
0.00
|
|||||||||||
PRO
FORMA LOSS PER SHARE
|
$
|
(0.00
|
)
|
||||||||||
NUMBER
OF SHARES
|
737,500,000
|
(a) |
elimination
of common stock of BVI;
|
(b) |
elimination
of accumulated deficit of Puda; and
|
(c) |
issuance
of 1,000,000 convertible preferred shares by
Puda.
|
Initial
Filing
|
Restatement
|
Restated
|
||||||||
ASSETS
|
||||||||||
CURRENT
ASSETS
|
||||||||||
Cash
and cash equivalents
|
$
|
1,547
|
$
|
-
|
$
|
1,547
|
||||
Accounts
receivable, net
|
3,247
|
-
|
3,247
|
|||||||
Other
receivables
|
||||||||||
-
Related parties
|
2,240
|
-
|
2,240
|
|||||||
-Third
parties
|
47
|
-
|
47
|
|||||||
Deposits
and prepayments
|
853
|
-
|
853
|
|||||||
Inventories
|
4,276
|
-
|
4,276
|
|||||||
Total
current assets
|
12,210
|
-
|
12,210
|
|||||||
PROPERTY,
PLANT AND EQUIPMENT, NET
|
921
|
-
|
921
|
|||||||
INTANGIBLE
ASSETS
|
179
|
-
|
179
|
|||||||
TOTAL
ASSETS
|
$
|
13,310
|
$
|
-
|
$
|
13,310
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||||
CURRENT
LIABILITIES
|
||||||||||
Accounts
payable
|
||||||||||
-
Related party
|
$
|
296
|
$
|
-
|
$
|
296
|
||||
-
Third parties
|
774
|
-
|
774
|
|||||||
Other
payables
|
||||||||||
-
Related party
|
196
|
-
|
196
|
|||||||
-
Third parties
|
360
|
-
|
360
|
|||||||
Accrued
expenses
|
295
|
-
|
295
|
|||||||
Income
taxes payable
|
2,823
|
-
|
2,823
|
|||||||
VAT
payable
|
260
|
-
|
260
|
|||||||
Distribution
payable
|
969
|
-
|
969
|
|||||||
Total
current liabilities
|
5,973
|
-
|
5,973
|
|||||||
TEMPORARY
EQUITY
|
||||||||||
Option
to buy-out Shanxi Coal
|
-
|
2,717
|
2,717
|
|||||||
STOCKHOLDERS’
EQUITY
|
||||||||||
Common
stock, authorized 50,000 shares, par value
$1, issued and outstanding 50,000 shares
|
50
|
-
|
50
|
|||||||
Paid-in
capital
|
2,717
|
-
|
2,717
|
|||||||
2,767
|
-
|
2,767
|
||||||||
Less:
reclassified to temporary equity
|
-
|
(2,717
|
)
|
(2,717
|
)
|
|||||
Statutory
surplus reserve fund
|
1,366
|
-
|
1,366
|
|||||||
Retained
earnings
|
3,204
|
-
|
3,204
|
|||||||
Total
stockholders’ equity
|
7,337
|
(2,717
|
)
|
4,620
|
||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
13,310
|
$
|
-
|
$
|
13,310
|
1. |
Shanxi
Liulin Jucai Plant which has an annual clean coal washing capacity
of
100,000 tons. This facility is located about two miles from the
premises
of coal mine owned and operated by Shanxi Liulin Jucai Coal Industry
Co.,
Limited ("Jucai Coal"). Zhao Yao is a 75% owner of Jucai Coal.
Jucai Coal
leases the coal processing facility to Puda. The leasing agreement
was
entered into on December 2, 2001 for a term of 5 years. The cost
for the
leased capacity is approximately $604,000 annually with four quarterly
payments per year.
|
2. |
Shanxi
Liulin Dongqiang Plant which has an annual clean coal washing capacity
of
400,000 tons. This facility is owned by Puda and has a land area
of
approximately 1.5 hectares, and is located about 120 miles southwest
of
Taiyuan City, the capital of Shanxi
Province.
|
Department
|
Job
Title / Responsibility
|
#
of Employees
|
|||||
Corporate
|
President,
Vice Presidents, Managers
|
10
|
|||||
Finance
|
Finance
and Accounting
|
7
|
|||||
Purchasing
|
Purchase
raw coal and maintain relationship with suppliers
|
16
|
|||||
Marketing
and Sales
|
Sell
cleaned coal, maintain relationship with customers, and acquire
new
customers
|
22
|
|||||
Transportation
|
Short-range
truck drivers (within plant)
|
|
11
|
||||
Production
|
Produce
cleaned coal
|
64
|
|||||
Quality
Control
|
Quality
check on input (raw coal) and output (cleaned coal)
|
|
9
|
||||
Total
|
139
|
(a) |
Exhibits
|
3.1 |
Articles
of Incorporation of Puda Coal (formerly Purezza Group, Inc.) is
incorporated by reference to Exhibit 3.1 to its Form SB-2 registration
statement filed on April 1, 2002 (File No.
333-85306)
|
3.2 |
Amendment
to Articles of Incorporation of Puda Coal (formerly called Purezza
Group,
Inc.) authorizing a class of preferred stock filed with the Secretary
of
State of the State of Florida on December 1, 2004, is hereby incorporated
by reference herein to Exhibit 3.2 to the Form 10-KSB annual report
of
Puda Coal for its fiscal year ended December 31,
2004
|
3.3 |
Articles
of Amendment to the Articles of Incorporation regarding the designations,
preferences, rights and limitations of Series A Convertible
Preferred Stock of Puda Coal filed June 24, 2005 is incorporated
herein by
reference to Exhibit 4.1 to the Form 8-K current report of Puda Coal
dated
July 15, 2005, filed with the Commission on June 18,
2005
|
|
3.4 |
Amendment
to Articles of Incorporation of August 2, 2005 is incorporated by
reference to Exhibit 3.1 to the Form 8-K current report of Puda Coal
filed
with the Commission on August 10, 2005
|
3.5 |
By-Laws
of Puda Coal (formerly Purezza Group, Inc.) is incorporated by reference
to Exhibit 3.2 to its Form SB-2 registration statement filed on April
1,
2002 (File No. 333-8506)
|
10.1 |
Exchange
Agreement dated June 20, 2005, between Puda Coal, Puda, Puda BVI,
Putai
and the members of Puda BVI is incorporated herein by reference to
Exhibit
2.1 Form 8-K current report of Puda Coal dated June 20, 2005, that
was
filed on June 27, 2005.
|
10.2 |
Technology
License Agreement dated June 24, 2005 between Puda and Putai is
incorporated herein by reference to Exhibit 10.1 to the Form 8-K
current
report of Puda Coal dated July 15, 2005, filed with the Commission
on June
18, 2005
|
10.3 |
Operating
Agreement dated June 24, 2005 between Puda, Putai, Zhao Ming and
Zhao Yao
is incorporated herein by reference to Exhibit 10.2 to the Form 8-K
current report of Puda Coal dated July 15, 2005, filed with the Commission
on June 18, 2005
|
10.4 |
Exclusive
Consulting Agreement dated June 24, 2005 between Puda and Putai is
incorporated herein by reference to Exhibit 10.3 to the Form 8-K
current
report of Puda Coal dated July 15, 2005, filed with the Commission
on June
18, 2005
|
10.5 |
Exclusive
Option Agreement dated June 24, 2005 between Puda, Putai, Zhao Ming
and
Zhao Yao is incorporated herein by reference to Exhibit 10.4 to the
Form
8-K current report of Puda Coal dated July 15, 2005, filed with the
Commission on June 18, 2005
|
10.6 |
Authorization
dated June 24, 2005 between Puda, Putai and Zhao Ming is incorporated
herein by reference to Exhibit 10.5 to the Form 8-K current report
of Puda
Coal dated July 15, 2005, filed with the Commission on June 18,
2005
|
10.7 |
Authorization
dated June 24, 2005 between Puda, Putai, and Zhao Yao is incorporated
herein by reference to Exhibit 10.6 to the Form 8-K current report
of Puda
Coal dated July 15, 2005, filed with the Commission on June 18,
2005
|
10.8 |
Financial
Advisory Agreement dated June 29, 2005, between Puda Coal and Keating
Securities, LLC. is incorporated herein by reference to Exhibit 10.7
to
the Form 8-K current report of Puda Coal dated July 15, 2005, filed
with
the Commission on June 18, 2005
|
99.1 |
Press
Release announcing the Closing filed on July 7, 2005 is incorporated
herein by reference to Exhibit 99.1 to the Form 8-K current report
of Puda
Coal dated July 15, 2005, filed with the Commission on June 18,
2005
|
31.1 |
Certification
of Mr. Zhao Ming pursuant to Rule 13a-14(a) or 15d-14(a) under the
Securities Exchange Act of 1934, as
amended.
|
31.2 |
Certification
of Mr. Jin Xia pursuant to Rule 13a-14(a) or 15d-14(a) under the
Securities Exchange Act of 1934, as
amended.
|
32.1 |
Certification
of Chief Executive Officer and Chief Financial Officer of Puda Coal,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
(b) |
Reports
on Form 8K
|
Puda
Coal filed a Form 8-K current report with the U.S. Securities and
Exchange
Commission on June 24, 2005, regarding its entry into an Exchange
Agreement dated June 20, 2005 with Puda Investment Holding Limited
and
other related agreements.
|
Puda
Coal filed a Form 8-K current report with the U.S. Securities and
Exchange
Commission on July 18, 2005, regarding the closing of the Exchange
Agreement with Puda Investment Holding Limited dated June 20, 2005
and
related agreements on July 15, 2005.
|
Puda
Coal filed a Form 8-K current report with the U.S. Securities and
Exchange
Commission on August 10, 2005, regarding an Amendment to its Articles
of
Incorporation.
|
PUDA COAL, INC. | ||
|
|
|
By: | /s/ Zhao Ming | |
Zhao Ming, | ||
Chief Executive Officer and President |