(Mark
One)
|
||||
[X]
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|||
|
For
the fiscal year ended December 31, 2005
|
|||
|
[
]
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
||
|
|
For
the transition period from __________ to __________
|
||
|
|
Commission
file number 000-49635.
|
PUDA
COAL, INC.
|
||||
(Name
of small business issuer in its charter)
|
Florida
|
65-1129912
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
426
Xuefu Street, Taiyuan, Shanxi Province, The People’s
Republic
of China
|
030006
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer’s
Telephone Number: 011 86 351 228 1300
|
Title
of each class: N/A
|
Name
of each exchange on which registered:
N/A
|
Item
6 -
|
Management’s
Discussion and Analysis or Plan of Operations
|
|
Restatement
of Financial Statements
|
||
Item
7 -
|
Financial
Statements
|
|
Report
of Independent Registered Public Accounting Firm
|
||
Audited
Consolidated Financial Statements
|
||
Note
1 The
Company
|
|
|
Note
21 Options
|
||
Note
27 Condensed Financial Information of Registrant
|
||
Note
28 Restatements
|
||
Item
8A -
|
Controls
and Procedures
|
Page
|
|
PART
I
|
|
|
|
Item
1. Description of Business
|
1-23
|
|
|
Item
2. Description of Property
|
23
|
Item
3. Legal Proceedings
|
23
|
Item
4. Submission of Matters to a Vote of Security Holders
|
24
|
PART
II
|
|
|
|
Item
5. Market
for Common Equity and Related Stockholder Matters and Small Business
Issuers
Purchase of Equity Securities
|
24-25
|
|
|
Item
6. Management’s
Discussion and Analysis or Plan of Operation
|
26
|
|
|
Item
7. Financial
Statements
|
F1-F39
|
|
|
Item
8. Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure
|
32
|
|
|
Item
8A. Controls
and Procedures
|
32
|
|
|
PART
III
|
|
|
|
Item
9. Directors,
Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
|
33
|
|
|
Item
10. Executive
Compensation
|
34
|
Item
11. Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
35
|
Item
12. Certain
Relationships and Related Transactions
|
36-37
|
Item
13. Exhibits
|
38-40
|
Item
14. Principal
Accountant Fees and Services
|
41
|
Signatures
|
42
|
Certifications
|
|
· |
Shanxi
Province
|
· |
Inner
Mongolia Autonomous Region
|
· |
Hebei
Province
|
· |
Beijing
|
· |
Tianjin
|
· |
Coal-fired
power plants
|
· |
Steel
manufacturing
|
· |
Metallurgy
of non-ferrous metals
|
· |
Cement
production
|
· |
High
quality raw coking coal is needed to consistently meet our customer
specifications for cleaned coking coal, with our larger customers
insisting on even greater levels of quality consistency to improve
the
operating efficiency, pollution control and profits of our own operations.
|
· |
If
we are required to use a lower quality of raw coking coal, the yield,
or
the volume of cleaned coking coal produced form a MT of raw coking
coal,
will be reduced and adversely affect our gross
margins.
|
· |
The
further the cleaning facilities are from the mines, the higher the
cost to
transport raw coal from the mines to the cleaning facilities, a cost
typically absorbed by the coal cleaning facility. Our current and
new
cleaning facilities are all located in close proximity to our major
raw
coking coal sources, especially Jucai Coal and the other two related
party
mines.
|
· |
Liujiazhuang
Coal Mine
-
Shanxi Coal purchased about 47,049 MT and 60,572 MT from this mine
in 2004
and 2005.
|
· |
Liulin
Dadongzhuang Coal Mine
-
Shanxi Coal purchased about 47,220 MT and 107,010 MT from this mine
in
2004 and 2005.
|
|
2005
|
|
Suppliers
|
Volume
|
%
of
|
|
(MTs)
|
Total
|
Jucai
Coal Mine
|
135,273
|
13.9%
|
Liulin
Jijiata Dadongzhuang
|
107,030
|
11.0%
|
Yumenzhen
Coal Mine
|
100,332
|
10.3%
|
Liulin
Nanpo Coal Mine
|
96,826
|
10.0%
|
Renjiasan
Coal Mine
|
87,223
|
9.0%
|
Jijiata
Coal Mine
|
77,842
|
8.0%
|
Pangpangta
Coal Mine
|
73,421
|
7.6%
|
Jijiata
Dongzhuang
|
65,709
|
6.8%
|
Liujiazhuang
Coal Mine
|
60,572
|
6.2%
|
Liulin
Nanyu Coal Mine
|
55,805
|
5.8%
|
Liulin
Nianyan Coal Mine
|
42,976
|
4.4%
|
Shipogou
Coal Mine
|
35,583
|
3.7%
|
Liujiawan
Coal Mine
|
31,501
|
3.2%
|
|
||
Total
|
970,092
|
100%
|
|
2004
|
|
Suppliers
|
Volume
|
%
of
|
|
(MTs)
|
Total
|
Liujiazhuang
Coal Mine
|
47,049
|
15%
|
Liulin
Dadongzhuang Coal Mine
|
47,220
|
15%
|
Liulin
Jijiata Coal Mine
|
43,983
|
14%
|
Jucai
Coal Mine
|
40,035
|
12%
|
Liulin
Pangpangta Coal Mine
|
40,212
|
13%
|
Liulin
Yumenzhen Coal Mine
|
38,350
|
12%
|
Liulin
Dongzhuang Coal Mine
|
35,322
|
11%
|
Liulin
Renjiashan Coal Mine
|
28,972
|
9%
|
Total
|
321,143
|
100%
|
· |
Grade
I: ash 9% - 12%, Su < 0.6, Price
RMB450/ton
|
· |
Grade
II: ash 13% - 23%, Su < 1.2, Price
RMB350/ton
|
· |
Grade
III: ash > 23%, Su > 1.2, Price
RMB250/ton
|
· |
Shipogou
Coal Mine
-
Annual production of 400,000 MT in 2004 and estimated 600,000 MT
in 2005.
|
· |
Houshanyuan
Coal Mine
-
Annual production of 300,000 MT in 2004 and
2005.
|
· |
Shanxi
Liulin Jucai Plant - This facility, which we ceased operating on
December
31, 2005, has an annual clean coal washing capacity of 100,000 MT.
It is
located in Liulin County and was leased to us by Jucai Coal. The
leasing
agreement was entered into on December 2, 2001 for a term of 5 years.
The
cost for the leased capacity was approximately $604,000 annually
with four
quarterly payments per year. This plant is located about 5 miles
from the
cleaned coal storage facility used by us to store clean coal until
customer pick up. The lease for this plant expired in December 31,
2005
and was not renewed.
|
· |
Shanxi
Liulin Dongqiang Plant - This facility has an annual clean coal washing
capacity of 400,000 MT. This facility is owned by Shanxi Coal, has
a land
area of approximately 1.5 hectares, and is located about 15 miles
from
Jucai Coal. This plant is located about ½ mile from the cleaned coal
storage facility used by Shanxi Coal.
|
· |
New
Shanxi Liulin Jucai Plant
-
This facility, which is adjacent to the formerly leased Shanxi Liulin
Jucai Plant in Liulin County and located in Liulin County about 2
miles
away from Jucai Coal, has an annual cleaning capacity of 1.1 million
MT.
After completing its testing phase, the New Shanxi Liulin Jucai Plant
became fully operational in late 2005. This new facility has separate
land
use rights owned by Shanxi Coal. Shanxi Coal purchased New Shanxi
Liulin
Jucai Plant from Resources Group, a related party, at cost for
approximately $5,800,000 of which $900,000 is for the 50-year land
use
rights, $900,000 is for the plant and $3,900,000 is for the equipment.
Resources Group financed the new facility under a
loan.
|
· |
New
Zhong Yang Plant
-
This facility, which is located in Zhong Yang County approximately
15
miles from Jucai Coal and about 3 miles from Resources Group’s Zhong Yang
Coal Mine, will have an annual cleaning capacity of 1.2 million MT.
This
facility is still in the testing phase, but is expected to be fully
operational by April 2006. The new facility will have a large storage
facility and rail dock. We purchased New Zhong Yang Plant from Resources
Group at cost, for approximately $7,200,000 of which $2,100,000 is
for the
50-year land use rights, $1,200,000 is for the plant and $4,300,000
is for
the equipment. Resources Group financed the new facility under a
loan.
|
|
2005
|
|
Customers
|
Volume
|
%
of
|
|
(MTs)
|
Total
|
Baotou
Steel Group
|
103,708
|
15.3%
|
Liulin
Coal Cleaning Plant
|
87,702
|
12.9%
|
Liulin
Jinmei Coal
|
65,571
|
9.7%
|
Jiangsu
Yueda
|
63,332
|
9.3%
|
Xiaoyi
Jinyan Electricity
|
58,120
|
8.6%
|
Shizhou
Coal Gas
|
54,937
|
8.1%
|
Lvliang
Longteng Coke
|
51,658
|
7.6%
|
Liulin
Dongjiagou Coal Mine
|
49,947
|
7.4%
|
Liulin
Luojiapo Coal Mine
|
44,481
|
6.6%
|
Zhongyang
Rongxin
|
42,058
|
6.2%
|
Liulin
Huatai Coke
|
30,241
|
4.5%
|
Liulin
Changzhong Coke
|
25,900
|
3.8%
|
Total
|
677,654
|
100%
|
|
2004
|
|||
Customers
|
Volume
|
%
of
|
||
|
(MTs)
|
Total
|
||
Liudian
Burning Materials
|
47,684
|
15.2%
|
||
Liulin
Coalmine Washing Plant
|
42,625
|
13.5%
|
||
Qianyi
Jinyan Corp.
|
32,929
|
10.5%
|
||
Xishan
Coal & Electricity Company
|
30,127
|
9.6%
|
||
Jiansu
Yancheng Clean Coal Co., Ltd.
|
30,028
|
9.5%
|
||
Shizhou
Gas Company
|
27,866
|
8.9%
|
||
Baotou
Steel Resources Company
|
25,822
|
8.2%
|
||
Zhonglu
Company
|
25,037
|
8.0%
|
Zhongyang
Rongxin
|
21,060
|
6.7%
|
Liuliang
Longteng Coking Corporation
|
18,573
|
5.9%
|
||
Taiyuan
Gas Company
|
12,910
|
4.1%
|
||
Jucai
Coal Industry
|
0
|
0.0%
|
||
Total
|
314,661
|
100%
|
· |
Shanxi
Province
|
· |
Inner
Mongolia Autonomous Region
|
· |
Hebei
Province
|
· |
Beijing
|
· |
Tianjin
|
· |
Taiyuan
Steel & Iron
-
a steel maker located in Shanxi Province with projected annual sales
of
600,000 MT in 2006.
|
· |
Handan
Steel & Iron
-
a steel maker located in Hebei Province with projected annual sales
of
400,000 MT in 2006.
|
· |
Tangshan
Steel & Iron
-
a steel maker located in Hebei Province with projected annual sales
of
300,000 MT in 2006.
|
· |
Beijing
Capital Iron & Steel
-
a steel maker located in Beijing with projected annual sales of 300,000
MT
in 2006.
|
· |
Shanxi
Coal Import and Export Group Corporation
-
Import-export company with projected annual sales of 600,000 MT in
2006.
This sales volume is based on a portion of the expressed intent in
the
non-binding letter to purchase 1,320,000 MT in 2006 from
us.
|
· |
Sinochem
Corporation
-
2005 Fortune Global 500 company. Chemical and diversified manufacturer
with projected annual sales of 600,000 MT in 2006. This sales volume
is
based on a portion of the expressed intent in the non-binding letter
to
purchase 2,400,000 MT in 2006 from
us.
|
Department
|
Job
Title / Responsibility
|
#
of Employees
|
Corporate
|
President,
Vice Presidents, Managers
|
11
|
Finance
|
Finance
and Accounting
|
9
|
Purchasing
|
Purchase
raw coal and maintain relationship with suppliers
|
20
|
Marketing
and Sales
|
Sell
cleaned coal, maintain relationship with customers, and acquire new
customers
|
32
|
Transportation
|
Short-range
truck drivers (within plant)
|
16
|
Production
|
Produce
cleaned coal
|
134
|
Quality
Control
|
Quality
check on input (raw coal) and output (cleaned coal)
|
14
|
Total
|
236
|
Risk
Covered
|
Insured
Amount
(RMB)
|
Insured
Amount
(US)
|
Premium
(RMB)
|
Premium
(US)
|
Risk
of Loss of New Equipments
|
10,000,000.00
|
1,233,045.62
|
36,000.00
|
4,438.96
|
|
100,000.00
|
12,330.46
|
887.00
|
109.37
|
Risk
of Theft and Robbery
|
10,000,000.00
|
1,233,045.62
|
36,000.00
|
4,438.96
|
Irrespective
of Percentage
|
30,000,000.00
|
3,699,136.87
|
108,000.00
|
13,316.89
|
Risk
of Spontaneous Combustion
|
30,000,000.00
|
3,699,136.87
|
15,000.00
|
1,849.57
|
Risk
of Malicious Damage
|
10,000,000.00
|
1,233,045.62
|
36,000.00
|
4,438.96
|
Total
|
|
|
231,887.00
|
28,592.73
|
|
High
|
Low
|
2003
|
|
|
March
31, 2003
|
*
|
*
|
June
30, 2003
|
*
|
*
|
September
30, 2003
|
*
|
*
|
December
31, 2003
|
*
|
*
|
2004
|
|
|
March
31, 2004**
|
.200
|
.200
|
June
30, 2004
|
.800
|
.200
|
September
30, 2004
|
1.000
|
.700
|
December
31, 2004
|
1.000
|
1.000
|
2005
|
|
|
March
31, 2005
|
1.000
|
1.000
|
June
30, 2005
|
9.000
|
1.000
|
September
30, 2005***
|
3.900
|
1.000
|
December
31, 2005
|
3.750
|
1.020
|
|
||
*
no
available quoted prices during these periods.
|
||
**
first
available price February 17, 2004.
|
||
*** 10
for 1 stock split occurred September 8, 2005; the high price of $3.90
occurred prior to the split; the post-split
high
for the quarter was $2.30; the low of $1.00 occurred before the split;
the
post-split low was $1.05.
|
Report
of Independent Registered Public Accounting Firm
|
F3
|
Consolidated
Balance Sheet
|
F4
- F5
|
Consolidated
Statements of Operations F6-F7
|
|
Consolidated
Statements of Changes in Stockholders’ Equity
|
F8
|
Consolidated
Statements of Cash Flows F9
|
|
Notes
to Consolidated Financial Statements
|
F10
- F39
|
Note(s)
|
December
31, 2005
|
||||||
(Restated
- see Note 28)
|
|||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
22
|
$
|
12,067
|
||||
Restricted
cash
|
3,
22
|
615
|
|||||
Accounts
receivable, net
|
4
|
4,224
|
|||||
Other
receivables
|
|||||||
-
Related parties
|
5
|
17
|
|||||
-
Third parties
|
36
|
||||||
Advances
to suppliers
|
2,959
|
||||||
Deferred
charges
|
11
|
4,594
|
|||||
Inventories
|
6
|
7,559
|
|||||
Total
current assets
|
32,071
|
||||||
PROPERTY,
PLANT AND EQUIPMENT, NET
|
7
|
10,823
|
|||||
INTANGIBLE
ASSETS, NET
|
8
|
3,807
|
|||||
TOTAL
ASSETS
|
$
|
46,701
|
|||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Current
portion of long-term debt
|
|||||||
-
Related party
|
5,
10
|
$
|
1,300
|
||||
Accounts
payable
|
|||||||
-
Related party
|
5
|
154
|
|||||
-
Third parties
|
1,172
|
||||||
Other
payables
|
|||||||
-
Related party
|
5
|
874
|
|||||
-
Third parties
|
708
|
||||||
Accrued
expenses
|
363
|
||||||
Income
taxes payable
|
9
|
1,397
|
|||||
VAT
payable
|
9
|
317
|
|||||
Distribution
payable
|
|
992
|
|||||
Total
current liabilities
|
7,277
|
||||||
LONG-TERM
LIABILITIES
|
|||||||
Long-term
debt
|
|||||||
-
Related party
|
5,
10
|
11,700
|
|||||
Convertible
notes
|
11
|
1,917
|
|||||
Derivative
conversion feature
|
11
|
5,720
|
|||||
Derivative
warrants
|
11
|
11,288
|
|||||
Total
long-term liabilities
|
30,625
|
||||||
COMMITMENTS
AND CONTINGENCIES
|
12
|
Note(s)
|
December
31, 2005
|
||||||
(Restated
- see Note 28)
|
|||||||
TEMPORARY
EQUITY
|
|||||||
Option
to buy-out Shanxi Coal
|
1,
28
|
2,717
|
|||||
STOCKHOLDERS’
EQUITY
|
|||||||
Preferred
stock, authorized 5,000,000 shares, par value
$0.01, issued and outstanding Nil
|
-
|
||||||
Common
stock, authorized 150,000,000 shares, par
value $0.001, issued and outstanding 75,450,000
|
13
|
75
|
|||||
Paid-in
capital
|
4,625
|
||||||
4,700
|
|||||||
Less:
reclassified to temporary equity
|
1,
28
|
(2,717
|
)
|
||||
Statutory
surplus reserve fund
|
14
|
1,366
|
|||||
Retained
earnings
|
2,579
|
||||||
Accumulated
other comprehensive income
|
154
|
||||||
Total
stockholders’ equity
|
6,082
|
||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
46,701
|
Years
ended December 31,
|
||||||||||
Note(s)
|
2005
|
2004
|
||||||||
(Restated
-
see
Note 28)
|
||||||||||
NET
REVENUE
|
$
|
51,710
|
$
|
19,735
|
||||||
COST
OF REVENUE
|
5
|
(40,047
|
)
|
(13,229
|
)
|
|||||
GROSS
PROFIT
|
11,663
|
6,506
|
||||||||
OPERATING
EXPENSES
|
||||||||||
Selling
expenses
|
|
791
|
322
|
|||||||
General
and administrative expenses
|
5
|
789
|
203
|
|||||||
Other
operating expenses
|
15
|
902
|
414
|
|||||||
TOTAL
OPERATING EXPENSES
|
2,482
|
939
|
||||||||
INCOME
FROM OPERATIONS
|
9,181
|
5,567
|
||||||||
GAIN/(LOSS)
ON SHORT-TERM INVESTMENTS
|
6
|
(4
|
)
|
|||||||
INTEREST
INCOME
|
12
|
-
|
||||||||
INTEREST
EXPENSE
|
(531
|
)
|
(4
|
)
|
||||||
DEBT
FINANCING COSTS
|
16
|
(4,964
|
)
|
-
|
||||||
|
||||||||||
DERIVATIVE
UNREALIZED FAIR VALUE GAIN
|
17
|
700
|
-
|
|||||||
INCOME
BEFORE INCOME TAXES
|
4,404
|
5,559
|
||||||||
INCOME
TAXES
|
18
|
(3,439
|
)
|
(1,866
|
)
|
|||||
NET
INCOME
|
965
|
3,693
|
||||||||
OTHER
COMPREHENSIVE INCOME
|
||||||||||
Foreign
currency translation adjustment
|
154
|
-
|
||||||||
COMPREHENSIVE
INCOME
|
$
|
1,119
|
$
|
3,693
|
||||||
NET
INCOME
|
965
|
3,693
|
||||||||
PRO
FORMA ADJUSTMENT
|
||||||||||
Deemed
preferred dividend
|
1,
28
|
(2,717
|
)
|
-
|
||||||
PRO
FORMA NET (LOSS)/INCOME
|
$
|
(1,752
|
)
|
$
|
3,693
|
Years
ended December 31,
|
||||||||||
Note(s)
|
2005
|
2004
|
||||||||
(Restated
-
see
Note 28)
|
||||||||||
EARNINGS
PER SHARE-BASIC
|
$
|
0.01
|
$
|
0.05
|
||||||
-DILUTED
|
$
|
0.01
|
$
|
0.05
|
||||||
PRO
FORMA (LOSS)/EARNINGS PER SHARE-BASIC
|
$
|
(0.02
|
)
|
$
|
0.05
|
|||||
-DILUTED
|
$
|
(0.02
|
)
|
$
|
0.05
|
|||||
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING-BASIC
|
19
|
73,950,274
|
73,750,000
|
|||||||
-DILUTED
|
19
|
77,576,036
|
73,762,817
|
|||||||
COMMON
STOCK
AT
PAR PLUS
PAID-IN
CAPITAL
|
|
STATUTORY
SURPLUS RESERVE FUND
|
|
RETAINED
EARNINGS
|
|
ACCUMULATED
OTHER COMPREHENSIVE INCOME
|
|
TOTAL
STOCKHOLDERS’
EQUITY
|
|||||||||||
No.
of shares
|
|||||||||||||||||||
Balance,
January 1, 2004, as recapitalized (see Notes 1 and 13)
|
73,750,000
|
$
|
2,717
|
$
|
675
|
$
|
2,457
|
$
|
-
|
$
|
5,849
|
||||||||
Net
income
|
-
|
-
|
-
|
3,693
|
-
|
3,693
|
|||||||||||||
Transfer
to statutory surplus
reserve fund
|
-
|
-
|
568
|
(568
|
)
|
-
|
-
|
||||||||||||
Dividend
distribution
|
-
|
-
|
-
|
(2,393
|
)
|
-
|
(2,393
|
)
|
|||||||||||
Balance,
December 31, 2004
|
73,750,000
|
2,717
|
1,243
|
3,189
|
-
|
7,149
|
|||||||||||||
Shareholder
contribution
|
-
|
50
|
-
|
-
|
-
|
50
|
|||||||||||||
Notes
converted to common stock, November 18, 2005, at $0.50 per share
|
1,700,000
|
850
|
-
|
-
|
-
|
850
|
|||||||||||||
Conversion
feature transferred to equity upon conversion
|
-
|
417
|
-
|
-
|
-
|
417
|
|||||||||||||
Net
income
|
-
|
-
|
-
|
965
|
-
|
965
|
|||||||||||||
Transfer
to statutory surplus
reserve fund
|
-
|
-
|
123
|
(123
|
)
|
-
|
-
|
||||||||||||
Dividend
distribution
|
-
|
-
|
-
|
(1,452
|
)
|
-
|
(1,452
|
)
|
|||||||||||
Difference
between book value of assets of a related party and the purchase
price for
assets being conveyed from the related party (see Notes 7 and
8)
|
-
|
666
|
-
|
-
|
-
|
666
|
|||||||||||||
Foreign
currency translation
adjustment
|
-
|
-
|
-
|
-
|
154
|
154
|
|||||||||||||
75,450,000
|
4,700
|
1,366
|
2,579
|
154
|
8,799
|
||||||||||||||
Reclassification
to temporary equity (Notes 1 and 28)
|
-
|
(2,717
|
)
|
-
|
-
|
-
|
(2,717
|
)
|
|||||||||||
Balance,
December 31, 2005 (Restated - see Note 28)
|
75,450,000
|
$
|
1,983
|
$
|
1,366
|
$
|
2,579
|
$
|
154
|
$
|
6,082
|
Years
ended December 31,
|
||||||||||
Notes
|
2005
|
2004
|
||||||||
(Restated
- see Note 28)
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
income
|
$
|
965
|
$
|
3,693
|
||||||
Adjustments
to reconcile net income to net cash provided by operating
activities
|
||||||||||
Amortization
of land-use rights
|
9
|
4
|
||||||||
Depreciation
|
183
|
111
|
||||||||
Provision
for doubtful debts
|
5
|
1
|
||||||||
Amortization
of debt issue costs
|
739
|
-
|
||||||||
Amortization
of discount on convertible notes and warrants
|
4,225
|
-
|
||||||||
Derivative
unrealized fair value gain
|
(700
|
)
|
-
|
|||||||
Discount
on converted shares expensed as interest expense
|
417
|
-
|
||||||||
Changes
in operating assets and liabilities:
|
||||||||||
Decrease/(increase)
in short-term investments
|
117
|
(117
|
)
|
|||||||
Increase
in accounts receivable
|
(1,507
|
)
|
(383
|
)
|
||||||
Decrease/(increase)
in notes receivable
|
638
|
(372
|
)
|
|||||||
Decrease
in other receivables
|
2,251
|
569
|
||||||||
Increase
in advances to suppliers
|
(2,430
|
)
|
(70
|
)
|
||||||
(Increase)/decrease
in inventories
|
(3,994
|
)
|
20
|
|||||||
Increase
in accounts payable
|
610
|
37
|
||||||||
Decrease
in notes payable
|
-
|
(72
|
)
|
|||||||
Increase
in accrued expenses
|
115
|
73
|
||||||||
Decrease
in advance from customers
|
-
|
(368
|
)
|
|||||||
Increase
in other payables
|
1,094
|
147
|
||||||||
(Decrease)/increase
in income tax payable
|
(611
|
)
|
187
|
|||||||
Increase/(decrease)
in VAT payable
|
66
|
(856
|
)
|
|||||||
Increase
in restricted cash
|
(615
|
)
|
-
|
|||||||
Net
cash provided by operating activities
|
1,577
|
2,604
|
||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Issue
of convertible notes
|
12,500
|
-
|
||||||||
Debt
issue costs
|
(1,583
|
)
|
-
|
|||||||
Shareholder
contribution
|
50
|
-
|
||||||||
Distribution
paid to owners of a subsidiary
|
(947
|
)
|
(3,204
|
)
|
||||||
Net
cash provided by/(used in) financing activities
|
10,020
|
(3,204
|
)
|
|||||||
Effect
of exchange rate changes on cash
|
157
|
-
|
||||||||
Net
increase/(decrease) in cash and cash equivalents
|
11,754
|
(600
|
)
|
|||||||
Cash
and cash equivalents at beginning of year
|
313
|
913
|
||||||||
Cash
and cash equivalents at end of year
|
$
|
12,067
|
$
|
313
|
||||||
Supplementary
cash flow information:
|
20
|
l |
Puda
Coal, Inc.: Mr. Zhao Ming (approximately 74%); Mr. Zhao Yao (approximately
18%) held directly.
|
l |
Puda
Investment Holding Limited: Mr. Zhao Ming (approximately 74%); Mr.
Zhao
Yao (approximately 18%) held indirectly through
Puda.
|
l |
Taiyuan
Putai Business Consulting Co., Ltd: Mr. Zhao Ming (approximately
74%); Mr.
Zhao Yao (approximately 18%) held indirectly through Puda and
BVI.
|
l |
Shanxi
Puda Coal Group Co., Ltd.: Mr. Zhao Ming (80%); Mr. Zhao Yao (20%)
held
directly.
|
Puda
Coal, Inc.
“Puda”
|
||
|
100%
|
||
Puda
Investment
Holding
Limited
“BVI”
|
Zhao
Ming (80%)
and
Zhao
Yao (20%)
|
|
|
100%
|
|
|
|
Taiyuan
Putai Business Consulting Co., Ltd.
"Putai"
|
Operating
Agreements
Operation
and Control à
ß
Economic Benefits and Risks
|
Shanxi
Puda Coal Group Co., Ltd.
“Shanxi
Coal”
|
Buildings
and facility
|
20
years
|
Machinery
and equipment
|
10
years
|
Motor
vehicles
|
10
years
|
Office
equipment and others
|
10
years
|
December
31, 2005
|
||||
’000
|
||||
Balance,
beginning of year
|
$
|
29
|
||
Additions
|
5
|
|||
Balance,
end of year
|
$
|
34
|
December
31, 2005
|
||||
$’000
|
||||
Other
receivable from an owner, Zhao Ming
|
$
|
17
|
Accounts
payable to Shanxi Liulin Jucai Coal Industry
Co.,
Limited. (“Jucai Coal”), a related company with a
common
owner
|
$
|
154
|
Other
payable to Shanxi Puda Resources Group Limited
(“Resources
Group”), a related company with common owners
|
$
|
673
|
||
Other
payable to an owner, Zhao Yao
|
201
|
|||
$
|
874
|
Loan
payable to Resources Group:
|
||||
-current
portion
|
$
|
1,300
|
||
-non-current
portion
|
11,700
|
|||
$
|
13,000
|
December
31, 2005
|
||||
$’000
|
||||
Raw
materials
|
$
|
6,516
|
||
Finished
goods
|
1,043
|
|||
Total
|
$
|
7,559
|
December
31, 2005
|
||||
$’000
|
||||
Cost:
|
||||
Buildings
and facilities
|
$
|
2,961
|
||
Machinery
equipment
|
8,131
|
|||
Motor
vehicles
|
254
|
|||
Office
equipment and others
|
76
|
|||
11,422
|
||||
Accumulated
depreciation:
|
||||
Buildings
and facilities
|
107
|
|||
Machinery
equipment
|
345
|
|||
Motor
vehicles
|
118
|
|||
Office
equipment and others
|
29
|
|||
599
|
||||
Carrying
value:
|
||||
Buildings
and facilities
|
2,854
|
|||
Machinery
equipment
|
7,786
|
|||
Motor
vehicles
|
136
|
|||
Office
equipment and others
|
47
|
|||
$
|
10,823
|
|||
Land-use
rights
|
||||
December
31, 2005
|
||||
$’000
|
||||
Cost
|
$
|
3,831
|
||
Accumulated
amortization
|
24
|
|||
Carrying
value
|
$
|
3,807
|
December
31, 2005
|
||||
$’000
|
||||
Conveyance
loan
|
$
|
13,000
|
||
Less:
current portion
|
(1,300
|
)
|
||
Long-term
portion
|
$
|
11,700
|
December
31, 2005
|
||||
Year
|
$’000
|
|||
2006
|
$
|
1,300
|
||
2007
|
1,300
|
|||
2008
|
1,300
|
|||
2009
|
1,300
|
|||
2010
|
1,300
|
|||
Thereafter
|
6,500
|
|||
$
|
13,000
|
December
31, 2005
|
||||
$000
|
||||
Convertible
notes:
|
||||
Gross
amount issued
|
$
|
12,500
|
||
Less:
amount converted on November 18, 2005
|
(850
|
)
|
||
Less:
unamortized discount on conversion feature
|
(5,491
|
)
|
||
Less:
unamortized discount on note warrants
|
(4,242
|
)
|
||
$
|
1,917
|
|||
Derivative
conversion feature:
|
||||
Amount
allocated to conversion feature
|
$
|
6,137
|
||
Less:
amount transferred to equity upon conversion
|
(417
|
)
|
||
$
|
5,720
|
|||
Derivative
warrants:
|
||||
Amount
allocated to investor warrants
|
$
|
6,363
|
||
Placement
agent warrants
|
5,625
|
|||
Less:
change in fair value
|
(700
|
)
|
||
$
|
11,288
|
December
31, 2005
|
||||
Year
|
$’000
|
|||
2006
|
$
|
6
|
||
2007
|
6
|
|||
2008
|
6
|
|||
$
|
18
|
Number
of shares
|
|
Outstanding
shares as at July 15, 2005 prior to the reorganization
|
59,000,000
|
Common
stock converted from preferred stock issued as a result of the
reorganization
|
678,500,000
|
Effect
of the 1 for 10 reverse stock split
|
(663,750,000)
|
Number
of shares of common stock presented in the consolidated
statement
of changes in stockholders’ equity as of January 1, 2004
|
73,750,000
|
Years
ended December 31,
|
|||||||
2005
|
2004
|
||||||
$’000
|
$’000
|
||||||
Current
year provision
|
$
|
3,439
|
$
|
1,866
|
Years
ended December 31,
|
|||||||
2005
|
2004
|
||||||
$’000
|
$’000
|
||||||
Income
before income taxes
|
$
|
4,404
|
$
|
5,559
|
|||
Income
tax on pretax income at statutory rate
|
1,497
|
1,890
|
|||||
Tax
effect of expenses that are not deductible in determining
taxable profits
|
2,195
|
32
|
|||||
Tax
effect of income that is not taxable in determining
taxable profits
|
(238
|
)
|
-
|
|
|||
Effect
of different tax rates of subsidiary operating in other
jurisdictions
|
(94
|
)
|
(56
|
)
|
|||
Valuation
allowance
|
79
|
-
|
|||||
Income
tax at effective rate
|
$
|
3,439
|
$
|
1,866
|
December
31, 2005
|
||||
$’000
|
||||
Net
operating loss carryforwards
|
$
|
455
|
||
Less:
Valuation allowance
|
(455
|
)
|
||
Net
|
$
|
-
|
Year
ended December 31,
|
|||||||
2005
|
2004
|
||||||
Basic
weighted average number of shares
|
73,950,274
|
73,750,000
|
|||||
Options
outstanding, after adjusting for 10 to 1 reverse split
|
56,218
|
12,817
|
|||||
Assumed
conversion of notes
|
1,742,904
|
-
|
|||||
Assumed
exercise of warrants
|
1,826,640
|
-
|
|||||
Diluted
weighted average number of shares
|
77,576,036
|
73,762,817
|
Years
ended December 31,
|
|||||||
2005
|
2004
|
||||||
$’000
|
$’000
|
||||||
Cash
paid during the period for:
|
|||||||
Interest
|
$
|
114
|
$
|
4
|
|||
Income
taxes (see Note 5)
|
$
|
2,039
|
$
|
-
|
|||
Major
non-cash transactions:
|
|||||||
Notes
converted into common shares
|
$
|
850
|
$
|
-
|
|||
Dividend
declared
|
$
|
1,452
|
$
|
2,393
|
|||
Purchase
of land-use rights, property, plant and
equipment from Resources Group (see
Note 5)
|
$
|
13,000
|
$
|
-
|
Number
of
options
granted
|
After
adjusting for the 10 to 1 reverse stock split
|
Exercise
price
|
Expiry
date
|
Estimated
Fair
value
|
||||
$’000
|
||||||||
150,000
|
15,000
(i)
|
$
1
|
October
20, 2008
|
17
|
||||
500,000
|
50,000
(ii)
|
$
10
|
October
27, 2006
|
0
|
||||
1,000,000
|
100,000
(iii)
|
$
10
|
November
5, 2006
|
0
|
||||
(i) |
were
granted in 2003 to former directors/officers in consideration of
services
rendered.
|
(ii) |
were
granted in 2003 to Sanzari Family Trust and TJP Management, Inc.
in
consideration of providing working capital to the
Company.
|
(iii) |
were
granted in 2003 to Gregory A. Nagel in consideration of providing
working
capital to the Company.
|
Number
of
|
Weighted
average
|
||||||
|
options
|
exercise
price
|
|||||
|
|
$
|
|||||
Options
outstanding at December 31, 2003
|
|||||||
(after
adjusting for the 10 to 1 reverse stock split)
|
165,000
|
9.2
|
|||||
Granted
|
-
|
-
|
|||||
Exercised
|
-
|
-
|
|||||
Forfeited
|
-
|
-
|
|||||
Expired
|
-
|
-
|
|||||
Options
outstanding at December 31, 2004
|
165,000
|
9.2
|
|||||
Granted
|
-
|
-
|
|||||
Exercised
|
-
|
-
|
|||||
Forfeited
|
-
|
-
|
|||||
Expired
|
-
|
-
|
|||||
Options
outstanding at December 31, 2005
|
165,000
|
9.2
|
December
31,
|
|||||||||||||
Customers
|
2005
|
2004
|
|||||||||||
$’000
|
%
|
$’000
|
%
|
||||||||||
Customer
A
|
$
|
6,588
|
13
|
$
|
2,664
|
13
|
|||||||
Customer
B
|
$
|
7,810
|
15
|
$
|
-
|
-
|
|||||||
Customer
C
|
$
|
-
|
-
|
$
|
2,056
|
10
|
|||||||
Customer
D
|
$
|
-
|
-
|
$
|
2,923
|
15
|
December
31,
|
|||||||||||||
Customers
|
2005
|
2004
|
|||||||||||
$’000
|
% |
$’000
|
% | ||||||||||
Customer
E
|
$
|
480
|
11
|
$
|
327
|
12
|
|||||||
Customer
F
|
$
|
470
|
11
|
$
|
-
|
-
|
|||||||
Customer
G
|
$
|
465
|
11
|
$
|
323
|
12
|
|||||||
Customer
A
|
$
|
-
|
-
|
$
|
451
|
16
|
|||||||
Customer
C
|
$
|
-
|
-
|
$
|
300
|
11
|
December
31, 2005
|
||||
(Restated
- see
Note
28)
|
||||
ASSETS
|
||||
CURRENT
ASSETS
|
||||
Restricted
cash
|
$
|
615
|
||
Deferred
charges
|
4,594
|
|||
Total
current assets
|
5,209
|
|||
INVESTMENT
IN SUBSIDIARIES
|
12,465
|
|||
TOTAL
ASSETS
|
$
|
17,674
|
||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||
LONG-TERM
LIABILITIES
|
||||
Convertible
notes
|
1,917
|
|||
Derivative
conversion feature
|
5,720
|
|||
Derivative
warrants
|
11,288
|
|||
Total
long-term liabilities
|
18,925
|
|||
TEMPORARY
EQUITY
|
||||
Option
to buy-out Shanxi Coal
|
2,717
|
|||
STOCKHOLDERS’
EQUITY
|
||||
Preferred
stock, authorized 5,000,000 shares, par
value
$0.01, issued and outstanding Nil
|
-
|
|||
Common
stock, authorized 150,000,000 shares, par
value
$0.001, issued and outstanding 75,450,000 shares
|
75
|
|||
Paid-in
capital
|
4,692
|
|||
4,767
|
||||
Less:
reclassified to temporary equity
|
(2,717
|
)
|
||
Accumulated
deficit
|
(6,018
|
)
|
||
Total
stockholders’ equity
|
(3,968
|
)
|
||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
17,674
|
For
the period from
July
15, 2005 to
December
31, 2005
|
||||
(Restated
- see
Note
28)
|
||||
Revenue
|
$
|
-
|
||
General
and administrative expenses
|
(118
|
)
|
||
Loss
from operations
|
(118
|
)
|
||
Interest
expenses
|
(531
|
)
|
||
Debt
financing costs
|
(4,964
|
)
|
||
Derivative
unrealized fair value gain
|
700
|
|||
Net
loss
|
(4,913
|
)
|
||
PRO
FORMA ADJUSTMENT
|
||||
Deemed
preferred dividend
|
(2,717
|
)
|
||
PRO
FORMA NET LOSS
|
$
|
(7,630
|
)
|
For
the period from
July
15, 2005
to
December 31, 2005
|
||||
(Restated
- see
Note
28)
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||
Net
loss
|
$
|
(4,913
|
)
|
|
Adjustments
to reconcile net income to net cash used in
Operating
activities
|
||||
Amortization
of debt issue costs
|
739
|
|||
Amortization
of discount on convertible notes and warrants
|
4,225
|
|||
Derivative
unrealized fair value gain
|
(700
|
)
|
||
Discount
on converted shares expensed as interest expense
|
417
|
|||
Changes
in operating assets and liabilities:
|
||||
Advances
to subsidiaries
|
(10,070
|
)
|
||
Increase
in restricted cash
|
(615
|
)
|
||
Net
cash used in operating activities
|
(10,917
|
)
|
||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||
Issue
of convertible notes
|
12,500
|
|||
Debt
issue costs
|
(1,583
|
)
|
||
Net
cash provided by financing activities
|
10,917
|
|||
Net
increase in cash and cash equivalents
|
-
|
|||
Cash
and cash equivalents at beginning of period
|
-
|
|||
Cash
and cash equivalents at end of period
|
$
|
-
|
Initial
Filing
|
|
First
Restatement
|
Restated
(after
first
restatement)
|
|
Second
Restatement
|
|
Restated
(after second restatement)
|
|
Third
Restatement
|
|
Restated
(after
Third
Restatement)
|
|||||||||||
ASSETS
|
||||||||||||||||||||||
CURRENT
ASSETS
|
||||||||||||||||||||||
Cash
and cash equivalents
|
$
|
12,067
|
$
|
-
|
$
|
12,067
|
$
|
-
|
$
|
12,067
|
$
|
-
|
$
|
12,067
|
||||||||
Restricted
cash
|
615
|
-
|
615
|
-
|
615
|
-
|
615
|
|||||||||||||||
Accounts
receivable, net
|
4,224
|
-
|
4,224
|
-
|
4,224
|
-
|
4,224
|
|||||||||||||||
Other
receivables
|
||||||||||||||||||||||
-
Related parties
|
17
|
-
|
17
|
-
|
17
|
-
|
17
|
|||||||||||||||
-
Third parties
|
36
|
-
|
36
|
-
|
36
|
-
|
36
|
|||||||||||||||
Advances
to suppliers
|
2,959
|
-
|
2,959
|
-
|
2,959
|
-
|
2,959
|
|||||||||||||||
Deferred
charges
|
5,340
|
819
|
6,159
|
(1,565
|
)
|
4,594
|
-
|
4,594
|
||||||||||||||
Inventories
|
7,559
|
-
|
7,559
|
7,559
|
-
|
7,559
|
||||||||||||||||
Total
current assets
|
32,817
|
819
|
33,636
|
(1,565
|
)
|
32,071
|
-
|
32,071
|
||||||||||||||
PROPERTY,
PLANT AND EQUIPMENT,
NET
|
10,823
|
-
|
10,823
|
-
|
10,823
|
-
|
10,823
|
|||||||||||||||
INTANGIBLE
ASSETS, NET
|
3,807
|
-
|
3,807
|
-
|
3,807
|
-
|
3,807
|
|||||||||||||||
TOTAL
ASSETS
|
$
|
47,447
|
$
|
819
|
$
|
48,266
|
$
|
(1,565
|
)
|
$
|
46,701
|
$
|
-
|
$
|
46,701
|
|||||||
CURRENT
LIABILITIES
|
||||||||||||||||||||||
Current
portion of long-term debt
|
||||||||||||||||||||||
-
Related party
|
$
|
1,300
|
$
|
-
|
$
|
1,300
|
$
|
-
|
$
|
1,300
|
$
|
-
|
$
|
1,300
|
||||||||
Accounts
payable
|
||||||||||||||||||||||
-
Related party
|
154
|
-
|
154
|
-
|
154
|
-
|
154
|
|||||||||||||||
-
Third parties
|
1,172
|
-
|
1,172
|
-
|
1,172
|
-
|
1,172
|
|||||||||||||||
Other
payables
|
||||||||||||||||||||||
-
Related party
|
874
|
-
|
874
|
-
|
874
|
-
|
874
|
|||||||||||||||
-
Third parties
|
708
|
-
|
708
|
-
|
708
|
-
|
708
|
|||||||||||||||
Accrued
expenses
|
363
|
-
|
363
|
-
|
363
|
-
|
363
|
|||||||||||||||
Income
taxes payable
|
1,397
|
-
|
1,397
|
-
|
1,397
|
-
|
1,397
|
|||||||||||||||
VAT
payable
|
317
|
-
|
317
|
-
|
317
|
-
|
317
|
|||||||||||||||
Distribution
payable
|
992
|
-
|
992
|
-
|
992
|
-
|
992
|
|||||||||||||||
Warrants
|
10,450
|
(10,450
|
)
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||
Total
current liabilities
|
17,727
|
(10,450
|
)
|
7,277
|
-
|
7,277
|
-
|
7,277
|
Initial
Filing
|
|
First
Restatement
|
|
Restated
(after
first
restatement)
|
|
Second
Restatement
|
|
Restated
(after second restatement)
|
|
Third
Restatement
|
|
Restated(after
third
restatement)
|
||||||||||
LONG-TERM
LIABILITIES
|
||||||||||||||||||||||
Long-term
debt
|
||||||||||||||||||||||
-
Related party
|
11,700
|
-
|
11,700
|
-
|
11,700
|
-
|
11,700
|
|||||||||||||||
Convertible
notes
|
11,650
|
(11,532
|
)
|
118
|
1,799
|
1,917
|
-
|
1,917
|
||||||||||||||
Less:
discount on convertible notes
|
(4,687
|
)
|
4,687
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||
Derivative
conversion feature
|
-
|
5,943
|
5,943
|
(223
|
)
|
5,720
|
-
|
5,720
|
||||||||||||||
Derivative
warrants
|
-
|
10,248
|
10,248
|
1,040
|
11,288
|
-
|
11,288
|
|||||||||||||||
Total
long-term liabilities
|
18,663
|
9,346
|
28,009
|
2,616
|
30,625
|
-
|
30,625
|
|||||||||||||||
TEMPORARY
EQUITY
|
||||||||||||||||||||||
Option
to buy-out Company
|
-
|
-
|
-
|
-
|
-
|
2,717
|
2,717
|
|||||||||||||||
STOCKHOLDERS’
EQUITY
|
||||||||||||||||||||||
Preferred
stock, authorized 5,000,000
shares,
par value
$0.01, issued and outstanding
Nil
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Common
stock, authorized 150,000,000 shares,
par
value $0.001, issued and outstanding 75,450,000
|
75
|
-
|
75
|
-
|
75
|
-
|
75
|
|||||||||||||||
Paid-in
capital
|
4,208
|
434
|
4,642
|
(17
|
)
|
4,625
|
-
|
4,625
|
||||||||||||||
Paid-in
capital-conversion feature
|
6,875
|
(6,875
|
)
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||
11,158
|
(6,441
|
)
|
4,717
|
(17
|
)
|
4,700
|
-
|
4,700
|
||||||||||||||
Less:
reclassified to temporary
equity
|
-
|
-
|
-
|
-
|
-
|
(2,717
|
)
|
(2,717
|
)
|
|||||||||||||
Statutory
surplus reserveFund
|
1,366
|
-
|
1,366
|
-
|
1,366
|
-
|
1,366
|
|||||||||||||||
(Accumulated
deficit)/retained earnings
|
(1,621
|
)
|
8,364
|
6,743
|
(4,164
|
)
|
2,579
|
-
|
2,579
|
|||||||||||||
Accumulated
other comprehensive
income
|
154
|
-
|
154
|
-
|
154
|
-
|
154
|
|||||||||||||||
|
||||||||||||||||||||||
Total
stockholders’ equity
|
11,057
|
1,923
|
12,980
|
(4,181
|
)
|
8,799
|
(2,717
|
)
|
6,082
|
|||||||||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
$
|
47,447
|
$
|
819
|
$
|
48,266
|
$
|
(1,565
|
)
|
$
|
46,701
|
$
|
-
|
$
|
46,701
|
Initial
Filing
|
First
Restatement
|
Restated
(after first
restatement)
|
Second
Restatement
|
Restated
(after second restatement)
|
||||||||||||
NET
REVENUE
|
$
|
51,710
|
$
|
-
|
$
|
51,710
|
$
|
-
|
$
|
51,710
|
||||||
COST
OF REVENUE
|
(40,047
|
)
|
-
|
(40,047
|
)
|
-
|
(40,047
|
)
|
||||||||
GROSS
PROFIT
|
11,663
|
-
|
11,663
|
-
|
11,663
|
|||||||||||
OPERATING
EXPENSES
|
||||||||||||||||
Selling
expenses
|
791
|
-
|
791
|
-
|
791
|
|||||||||||
General
and administrative expenses
|
789
|
-
|
789
|
-
|
789
|
|||||||||||
Other
operating expenses
|
902
|
-
|
902
|
-
|
902
|
|||||||||||
TOTAL
OPERATING EXPENSES
|
2,482
|
-
|
2,482
|
-
|
2,482
|
|||||||||||
INCOME
FROM OPERATIONS
|
9,181
|
-
|
9,181
|
-
|
9,181
|
|||||||||||
GAIN
ON SHORT-TERM INVESTMENTS
|
6
|
-
|
6
|
-
|
6
|
|||||||||||
INTEREST
INCOME
|
12
|
-
|
12
|
-
|
12
|
|||||||||||
INTEREST
EXPENSE
|
(114
|
)
|
(434
|
)
|
(548
|
)
|
17
|
(531
|
)
|
|||||||
DEBT
FINANCING COSTS
|
(8,881
|
)
|
8,098
|
(783
|
)
|
(4,181
|
)
|
(4,964
|
)
|
|||||||
DERIVATIVE
UNREALIZED FAIR VALUE GAIN
|
-
|
700
|
700
|
-
|
700
|
|||||||||||
INCOME
BEFORE INCOME TAXES
|
204
|
8,364
|
8,568
|
(4,164
|
)
|
4,404
|
||||||||||
INCOME
TAXES
|
(3,439
|
)
|
-
|
(3,439
|
)
|
-
|
(3,439
|
)
|
||||||||
NET
(LOSS)/INCOME
|
(3,235
|
)
|
8,364
|
5,129
|
(4,164
|
)
|
965
|
|||||||||
OTHER
COMPREHENSIVE INCOME
|
||||||||||||||||
Foreign
currency translation adjustment
|
154
|
-
|
154
|
-
|
154
|
|||||||||||
COMPREHENSIVE
(LOSS)/INCOME
|
$
|
(3,081
|
)
|
$
|
8,364
|
$
|
5,283
|
$
|
(4,164
|
)
|
$
|
1,119
|
||||
(LOSS)/EARNINGS PER SHARE | ||||||||||||||||
-BASIC
|
$
|
(0.04
|
)
|
$
|
0.11
|
$
|
0.07
|
$
|
(0.05
|
)
|
$
|
0.01
|
||||
-DILUTED
|
$
|
(0.04
|
)
|
$
|
0.11
|
$
|
0.07
|
$
|
(0.06
|
)
|
$
|
0.01
|
||||
WEIGHTED
AVERAGE NUMBER OF SHARE
OUTSTANDING
|
||||||||||||||||
-BASIC
|
73,950,274
|
-
|
73,950,274
|
-
|
73,950,274
|
|||||||||||
-DILUTED
|
73,950,274
|
3,625,762
|
77,576,036
|
-
|
77,576,036
|
Initial
Filing
|
|
First
Restatement
|
|
Restated
(after
first
restatement)
|
|
Second
Restatement
|
|
Restated
(after second restatement)
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||||||
Net
(loss)/income
|
$
|
(3,235
|
)
|
$
|
8,364
|
$
|
5,129
|
$
|
(4,164
|
)
|
$
|
965
|
||||
Adjustments
to reconcile net income to net cash provided by operating
activities
|
||||||||||||||||
Amortization
of land-use rights
|
9
|
-
|
9
|
-
|
9
|
|||||||||||
Depreciation
|
183
|
-
|
183
|
-
|
183
|
|||||||||||
Provision
for doubtful debts
|
5
|
-
|
5
|
-
|
5
|
|||||||||||
Amortization
of debt issue costs
|
264
|
(176
|
)
|
88
|
651
|
739
|
||||||||||
Amortization
of discount on convertible notes
and warrants
|
8,617
|
(7,922
|
)
|
695
|
3,530
|
4,225
|
||||||||||
Derivative
unrealized fair value gain
|
-
|
(700
|
)
|
(700
|
)
|
-
|
(700
|
)
|
||||||||
Discount
on converted shares expensed as
interest expense
|
-
|
434
|
434
|
(17
|
)
|
417
|
||||||||||
Changes
in operating assets and liabilities:
|
||||||||||||||||
Decrease
in short-term investments
|
117
|
-
|
117
|
-
|
117
|
|||||||||||
Increase
in accounts receivable
|
(1,507
|
)
|
-
|
(1,507
|
)
|
-
|
(1,507
|
)
|
||||||||
Decrease
in notes receivable
|
638
|
-
|
638
|
-
|
638
|
|||||||||||
Decrease
in other receivables
|
2,251
|
-
|
2,251
|
-
|
2,251
|
|||||||||||
Increase
in advances to suppliers
|
(2,430
|
)
|
-
|
(2,430
|
)
|
-
|
(2,430
|
)
|
||||||||
Increase
in inventories
|
(3,994
|
)
|
-
|
(3,994
|
)
|
-
|
(3,994
|
)
|
||||||||
Increase
in accounts payable
|
610
|
-
|
610
|
-
|
610
|
|||||||||||
Increase
in accrued expenses
|
115
|
-
|
115
|
-
|
115
|
|||||||||||
Increase
in other payables
|
1,094
|
-
|
1,094
|
-
|
1,094
|
|||||||||||
Decrease
in income tax payable
|
(611
|
)
|
-
|
(611
|
)
|
-
|
(611
|
)
|
||||||||
Increase
in VAT payable
|
66
|
-
|
66
|
-
|
66
|
|||||||||||
Increase
in restricted cash
|
(615
|
)
|
-
|
(615
|
)
|
-
|
(615
|
)
|
||||||||
Net
cash provided by operating activities
|
1,577
|
-
|
1,577
|
-
|
1,577
|
|||||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||||||
Issue
of convertible notes
|
12,500
|
-
|
12,500
|
-
|
12,500
|
|||||||||||
Debt
issue costs
|
(1,583
|
)
|
-
|
(1,583
|
)
|
-
|
(1,583
|
)
|
||||||||
Shareholder
contribution
|
50
|
-
|
50
|
-
|
50
|
|||||||||||
Distribution
paid to owners of a subsidiary
|
(947
|
)
|
-
|
(947
|
)
|
-
|
(947
|
)
|
||||||||
Net
cash provided by financing activities
|
10,020
|
-
|
10,020
|
-
|
10,020
|
|||||||||||
Effect
of exchange rate changes on cash
|
157
|
-
|
157
|
-
|
157
|
Initial
Filing
|
|
First
Restatement
|
|
Restated
(after
first restatement)
|
|
Second
Restatement
|
|
Restated
(after second restatement)
|
||||||||
Net
increase in cash and cash equivalents
|
11,754
|
-
|
11,754
|
-
|
11,754
|
|||||||||||
Cash
and cash equivalents at beginning of year
|
313
|
-
|
313
|
-
|
313
|
|||||||||||
Cash
and cash equivalents at end of year
|
$
|
12,067
|
$
|
-
|
$
|
12,067
|
$
|
-
|
$
|
12,067
|
Name
|
Age
|
Position
|
Zhao
Ming
|
34
|
Chief
Executive Officer, President and Chairman of the Board
|
Zhao
Yao
|
46
|
Chief
Operating Officer
|
Jin
Xia
|
40
|
Chief
Financial Officer
|
Wang
Lisheng
|
41
|
Director
|
Annual
Compensation
|
||||
|
|
|
|
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual
Compensation($)
|
Zhao
Ming
(Chairman
and Chief
Executive
Officer)
|
2005
2004
2003
|
19,900
4,833
5,075
|
-
-
-
|
-
-
-
|
Zhao
Yao
(Chief
Operating
Officer
and Director)
|
2005
2004
2003
|
20,398
4,833
5,075
|
-
-
-
|
-
-
-
|
Jin
Xia
(Chief
Financial
Officer)
|
2005
2004
2003
|
11,123
2,388
1,913
|
-
-
-
|
-
-
-
|
Name
of Beneficial Owner
|
Amount
of Beneficial Ownership
|
Percent
of Beneficial Ownership
|
|||||
Zhao
Ming (1), (2), (3)
|
53,100,000
|
70.2
|
%
|
||||
Zhao
Yao (1), (2), (3)
|
13,275,000
|
17.5
|
%
|
||||
Jin
Xia (1)
|
0
|
-
|
|||||
Wang
Lisheng (1)
|
0
|
-
|
|||||
Keating
Reverse Merger Fund, LLC (2)
c/o
Timothy J. Keating, Manager
5251
DTC Parkway, Suite 1090
Greenwood
Village, Colorado 80111
|
4,718,500
|
6.3
|
%
|
||||
All
Executive Officers and Directors as a group
|
66,375,000
|
87.7
|
%
|
3.1
|
Articles
of Incorporation (incorporated by reference to Current Report of
the
Company on Form 8-K file September 21, 2005)
|
|
|
|
|
3.2
|
By-Laws
(incorporated by reference to Exhibit 3.2 to SB-2/A , File #333-85306
filed on April 1, 2003
|
|
|
|
|
4.1
|
Voting
Agreement dated June 29, 2005 by and among Keating Revenue Merger
Fund,
LLC, Zhao Ming and Other Shareholders.
|
|
|
|
|
10.1
|
Stock
Purchase Agreement dated April 23, 2004, among the Keating Reverse
Merger
Fund, LLC, Purezza Group, Inc. and International Equities Group,
Inc.,
(incorporated by reference to Exhibit 10.1 of Current Report of the
Company filed on Form 8-K on May 14, 2005)
|
|
|
|
|
10.2
|
Exchange
Agreement by and among Purezza Group, Inc., Taiyuan Putai Business
Consulting Co., Ltd., Shanxi Puda Resources Co, Ltd., Puda Investment
Holding Limited, and each member of Puda BVI dated June 20, 2005
(incorporated by reference to Exhibit 2.1 Current Report of the Company
filed on Form 8-K on June 24, 2005)
|
|
|
|
|
10.3
|
Technology
License Agreement dated June 24, 2005 between Puda and Putai (incorporated
by reference to Exhibit 10.1 to Current Report of the Company filed
on
Form 8-K on July 18, 2005)
|
|
|
|
|
10.4
|
Operating
Agreement dated June 24, 2005 between Puda, Putai, Zhao Ming and
Zhao Yao
(incorporated by reference to Exhibit 10.2 to Exhibit 10.3 to Current
Report of the Company filed on Form 8-K on July 18, 2005)
|
|
|
|
|
10.5
|
Exclusive
Consulting Agreement dated June 24, 2005 between Puda and Putai
(incorporated by reference to Exhibit 10.3 to Current Report of the
Company filed on Form 8-K on July 18, 2005)
|
|
|
|
|
10.6
|
Exclusive
Option Agreement dated June 24, 2005 between Puda, Putai, Zhao Ming
and
Zhao Yao (incorporated by reference to Exhibit 10.4 to Current Report
of
the Company filed on Form 8-K on July 18, 2005)
|
|
10.7
|
Authorization
dated June 24, 2005 between Puda, Putai and Zhao Ming (incorporated
by
reference to Exhibit 10.5 to Current Report of the Company filed
on Form
8-K on July 18, 2005)
|
|
10.8
|
Authorization dated June 24, 2005 between Puda, Putai and Zhao Yao (incorporated by reference to Exhibit 10.6 to Current Report of the Company filed on Form 8-K on July 18, 2005) | |
10.9
|
Financial
Advisory Agreement dated June 29, 2005, between Purezza and Keating
Securities, LLC. (incorporated by reference to Exhibit 10.7 to Current
Report of the Company filed on Form 8-K on July 18, 2005)
|
|
10.10 |
Form
of Subscription Agreement dated November 18, 2005 entered into by
Puda
Coal, Inc. and the Investors (incorporated by reference to Exhibit
99.1 to
Current Report of the Company filed on Form 8-K on November 23, 2005)
|
|
10.11
|
Form
of Note dated November 18, 2005(incorporated by reference to Exhibit
99.2
to Current Report of the Company filed on Form 8-K on November 23,
2005)
|
10.12
|
Form
of Warrant dated November 18, 2005(incorporated by reference to Exhibit
99.3 to Current Report of the Company filed on Form 8-K on November
23,
2005)
|
|
|
|
|
10.13
|
Zhang
Yang Plant Conveyance Agreement dated November 17, 2005 between Shanxi
Puda Coal Group Co., Ltd. and Shanxi Puda Resources Group Limited
(incorporated by reference to Exhibit 99.5 to Current Report of the
Company filed on Form 8-K on November 23, 2005)
|
|
|
|
|
10.14
|
Coking
Coal Supply Agreement dated November 17, 2005 between Shanxi Puda
Coal
Group Co., Ltd. and Jucai Coal Industry Co. (incorporated by reference
to
Exhibit 99.4 to Current Report of the Company filed on Form 8-K on
November 23, 2005)
|
|
|
|
|
10.15
|
Liu
Lin Plant Conveyance Agreement dated November 17, 2005 between Shanxi
Puda
Coal Group Co., Ltd. and Shanxi Puda Resources Group Limited (incorporated
by reference to Exhibit 99.6 to Current Report of the Company filed
on
Form 8-K on November 23, 2005)
|
|
|
|
|
10.16
|
Clean
Coal Supply Contract - Taiyuan Steel & Iron (Group) Raw Material Trade
Co., Ltd. (incorporated by reference to Exhibit 10.16 to the Registration
Statement on Form SB-2/A filed March 10, 2006)
|
|
|
|
|
10.17
|
Clean
Coal Supply Contract - Handan Steel & Iron Joint-Stock Co., Ltd.
(incorporated by reference to Exhibit 10.17 to the Registration Statement
on Form SB-2/A filed March 10, 2006)
|
|
|
|
10.18
|
Clean
Coal Supply Contract - Tangshan Steel & Iron Group Co., Ltd.
(incorporated by reference to Exhibit 10.18 to the Registration Statement
on Form SB-2/A filed March 10, 2006)
|
10.19
|
Clean
Coal Supply Contract - Capital Steel & Iron Group Mineral Co.
(incorporated by reference to Exhibit 10.19 to the Registration Statement
on Form SB-2/A filed March 10, 2006)
|
|
|
|
|
10.20
|
Clean
Coal Supply Letter of Intent - Shanxi Coal Import & Export Group
Luliang Branch (incorporated by reference to Exhibit 10.20 to the
Registration Statement on Form SB-2/A filed March 10, 2006)
|
|
|
|
|
10.21
|
Clean
Coal Supply Letter of Intent - Sinochem Corporation(incorporated
by
reference to Exhibit 10.21 to the Registration Statement on Form
SB-2/A
filed March 10, 2006)
|
|
|
|
|
10.22
|
Clean
Coal Supply Contract - Shanxi Changzhi Steel Group Raw Material Co.
Ltd.
(incorporated by reference to Exhibit 10.22 to the Registration Statement
on Form SB-2/A filed March 10, 2006)
|
|
|
|
|
10.23
|
Clean
Coal Supply Contract - Baotou Steel Group Resources Supplying
Company(incorporated by reference to Exhibit 10.23 to the Registration
Statement on Form SB-2/A filed March 10, 2006)
|
|
|
|
|
10.24
|
Clean
Coal Supply Contract - Shandong Haihua Group(incorporated by reference
to
Exhibit 10.24 to the Registration Statement on Form SB-2/A filed
March 10,
2006)
|
|
|
|
|
10.25
|
Note
& Indebtedness Subordination Agreement dated November 17, 2005 among
Puda Coal, Inc., Shanxi Puda Coal Group Co., Ltd., Shanxi Puda Resources
Group Limited, and Taiyuan Putai Business Consulting Co., Ltd.
(incorporated by reference to Exhibit 99.7 to Current Report of the
Company filed on Form 8-K on November 23, 2005)
|
|
|
|
|
10.26
|
Agreement
between Shanxi Puda Resources Group, Ltd. and Shanxi Puda Resources
Co.,
Ltd. dated April 25, 2005
|
|
|
|
|
16.1
|
Letter
from Durland & Company, CPA’s, P.A. dated July 19, 2005 regarding
change in certifying accountant (incorporated by reference to Exhibit
16/1.7 to Current Report of the Company filed on Form 8-K filed July
22,
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 Ms. 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.
|
|
|
|
PUDA
COAL, INC.
|
|
|
Dated:
February 1, 2007
|
By:
/s/ Zhao Ming
|
|
Chief
Executive Officer and President
|
|
|
|
Signature/Title
|
|
Date
|
|
|
|
(i)
Principal Executive Officer:
|
|
|
|
|
|
/s/
Zhao Ming
|
Chief
Executive Officer
|
Dated:
February 1, 2007
|
|
|
|
|
|
|
(ii) Principal
Financial and Accounting Officer:
|
|
|
|
|
|
/s/
Jin Xia
|
Chief
Financial Officer
|
Dated:
February 1, 2007
|
|
|
|
|
|
|
(iv)
Directors:
|
|
|
/s/
Zhao Ming
|
President
and Chairman of the Board
|
Dated:
February 1, 2007
|
|