FLORIDA
|
2800
|
65-1129912
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code)
|
(I.R.S.
Employer
Identification
Number)
|
Title
of Each Class of
Securities
to be Registered (1)
|
Amount
to be Registered (1)
|
Proposed
Maximum Offering Price Per Security (2)
|
Proposed
Maximum
Aggregate
Offering Price (2)
|
Amount
of
Registration
Fee
|
|||||||||
Common
Stock, $.001 par value
|
16,329,288
|
$
|
1
|
$
|
16,329,288
|
$
|
501.31
|
||||||
Common
Stock, $.001 par value, issuable upon conversion of convertible notes
(3)
|
8,250,000
|
$
|
1
|
$
|
8,250,000
|
$
|
253.28
|
||||||
Common
Stock, $.001 par value, issuable upon exercise of warrants
(3)
|
23,185,085
|
$
|
1
|
$
|
23,185,085
|
$
|
711.78
|
||||||
Total
|
47,764,373
|
$
|
1
|
$
|
47,764,373
|
$
|
1,466.37
|
||||||
(1)
|
Relates
to the resale of these shares of Common Stock by certain Selling
Security
Holders.
|
(2)
|
Estimated
solely for purposes of calculating the registration fee pursuant
to Rule
457(c) under the Securities Act of 1933, as amended (the “Securities
Act”). Pursuant to Rule 457(c) under the Securities Act, the proposed
maximum offering price of each share of the Registrant’s common stock is
estimated to be the average of the high and low sales price of a
share as
of a date within five business days before the filing of this registration
statement. Accordingly, the Registrant has used $1 as such price
per
share, which is the average of the high and low sales price per share
reported by the OTC Bulletin Board on March 15, 2007.
|
(3)
|
Pursuant
to Rule 416 under the Securities Act, this registration statement
also
relates to such indeterminate number of shares of common stock as
may
become issuable by reason of stock splits, stock dividends, anti-dilution
adjustments and similar transactions in accordance with the provisions
of
the convertible notes and warrants.
|
1
|
|
1
|
|
6
|
|
19
|
|
19
|
|
19
|
|
20
|
|
26
|
|
28
|
|
28
|
|
28
|
|
29
|
|
30
|
|
30
|
|
31
|
|
33
|
|
48
|
|
56
|
|
57
|
|
58
|
|
58
|
|
58
|
|
61
|
|
62
|
|
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
62
|
62
|
|
EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES |
73
|
UNDERTAKINGS |
75
|
SIGNATURE |
77
|
EXHIBIT INDEX |
78
|
·
|
Shanxi
Province
|
·
|
Inner
Mongolia Autonomous Region
|
·
|
Hebei
Province
|
·
|
Beijing
|
·
|
Tianjin
|
·
|
We
are a Large Volume Supplier of Coking Coal in China’s Top Coal
Province.
We are in the process of significantly expanding our capacity to
2.7
million MT per year. One of our new cleaning facilities became operational
in late 2005 and the other became operational in April of 2006. As
such a
large volume supplier, we believe we will enjoy certain advantages
as we
believe our primary customer base of coke and steel makers will continue
to focus on suppliers that can deliver large volume, consistently
high
quality coking coal.
|
·
|
Access
to Highest Quality Raw Coking Coal.
We have access to the high quality raw coking coal in Liulin County
- an
area famed as China’s “King of Coal”, which has high processing yield and
low processing cost. Jucai Coal is giving us priority over its other
customers and has agreed to supply us with our entire high quality
raw
coking coal requirements.
|
·
|
Low
Cost Producer.
We believe we have a competitive advantage over our competitors because
of
our processing know-how and experience, modern facilities’ operating
efficiencies, and our strategic location in Shanxi Province’s Liulin
County. Our new cleaning facilities are projected to increase the
amount
of cleaned coking coal produced per MT of raw coking coal input from
0.69
-0.76 MT to 0.83 MT.
|
·
|
Rapid
Market Growth.
Demand for consistent quality cleaned coking coal is tied to the
demand
for steel. China’s steel production has continued to grow significantly
(up 28% in 2005 over 2004 and
|
Number
of Shares
of Common
Stock
Beneficially
Owned
Prior To Offering
|
|||||||
Name of Selling Shareholder |
Common
Stock
Issable
upon
Note
Conversion
|
Common
Stock
Issuable
upon
Warrant
Exercise
|
Common
Stock
(excluding
penalty
shares)
|
Penalty
Shares
|
Total
|
Number
of
Shares
of
Common
Stock
Being
Offered
(1)
|
Shares
of
Common
Stock
Owned
After
the
Offering
|
Alpha
Capital AG
(Konrad
Acherman (2))
|
350,000
|
700,000
|
0
|
16,202
|
1,066,202
|
1,050,000
|
16,202
|
Anasazi
Partners III Offshore, Ltd. ** (18)
(Christopher
P. Baker (2))
|
100,000
|
400,000
|
280,000
|
9,258
|
789,258
|
780,000
|
9,258
|
Anasazi
Partners III, LLC ** (18)
(Christopher
P. Baker (2))
|
300,000
|
600,000
|
280,000
|
13,887
|
1,193,887
|
1,180,000
|
13,887
|
Anima
S.G.R.p.A. RUBRICA ANIMA EMERGING MARKETS
(Alberto
Foa, Giovanni Brambilla (2))
|
0
|
400,000
|
400,000
|
9,258
|
809,258
|
800,000
|
9,258
|
Anima
S.G.R.p.A. RUBRICA ANIMA
FONDO
TRADING
(Alberto
Foa, Giovanni Brambilla (2))
|
0
|
1,100,000
|
1,100,000
|
25,460
|
2,225,460
|
2,200,000
|
25,460
|
Baker,
Adrienne ** (18)
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
Baker,
Christopher ** (18)
|
200,000
|
400,000
|
200,000
|
9,258
|
809,258
|
800,000
|
9,258
|
Banca
Gesfid
(Graziano
Deli (2))
|
0
|
800,000
|
400,000
|
18,516
|
1,218,516
|
1,200,000
|
18,516
|
Barish,
Michael
|
200,000
|
200,000
|
0
|
4,629
|
404,629
|
400,000
|
4,629
|
Number
of Shares
of Common
Stock
Beneficially
Owned
Prior To Offering
|
|||||||
Name of Selling Shareholder |
Common
Stock
Issable
upon
Note
Conversion
|
Common
Stock
Issuable
upon
Warrant
Exercise
|
Common
Stock
(excluding
penalty
shares)
|
Penalty
Shares
|
Total
|
Number
of
Shares
of
Common
Stock
Being
Offered
(1)
|
Shares
of
Common
Stock
Owned
After
the
Offering
|
Barletta,
Joseph & Karen
|
50,000
|
50,000
|
0
|
1,157
|
101,157
|
100,000
|
1,157
|
Baum,
David M.
|
0
|
400,000
|
300,000
|
9,258
|
709,258
|
700,000
|
9,258
|
Beeman
Insurance Agency Inc.
(Dean
S. Kachudis (2))
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
Brahmbhatt,
Bimalkumar P.
|
0
|
50,000
|
0
|
1,157
|
51,157
|
50,000
|
1,157
|
Carter,
Janet
|
0
|
50,000
|
0
|
1,157
|
51,157
|
50,000
|
1,157
|
CIM
Dividend Income Fund Limited * (3)
(R.
James P. Morton (2))
|
0
|
600,000
|
1,200,000
|
25,460
|
1,825,460
|
1,800,000
|
25,460
|
Chilcott,
John
|
100,000
|
100,000
|
0
|
2,315
|
202,315
|
200,000
|
2,315
|
CIM
Special Situations Limited * (3) (R. James P. Morton (2))
|
0
|
0
|
247,813
|
0
|
247,813
|
247,813
|
|
Cimarolo
Partners, LLC ** (18)
(Christopher
P. Baker (2))
|
0
|
200,000
|
200,000
|
4,629
|
404,629
|
400,000
|
4,629
|
Conn,
Michael
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
Crestview
Capital Master, LLC
(Stewart
Flink, Robert Hoyt, Daniel Warsh (2)(4) * (18))
|
1,200,000
|
0
|
2,415,120
|
46,290
|
3,661,410
|
3,615,120
|
46,290
|
Datsopoulos,
Milton
|
200,000
|
200,000
|
0
|
4,629
|
404,629
|
400,000
|
4,629
|
Dynamic
Decisions Euro Growth Fund
(Alberto
Micalizzi (2))
|
0
|
100,000
|
100,000
|
2,315
|
202,315
|
200,000
|
2,315
|
Dynamic
Decisions Growth Premium Fund
(Alberto
Micalizzi (2))
|
0
|
100,000
|
100,000
|
2,315
|
202,315
|
200,000
|
2,315
|
DiPietro,
Robert
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
Double
U Master Fund L.P. (16)
|
0
|
0
|
200,000
|
4,629
|
204,629
|
200,000
|
4,629
|
Erigero,
Greg
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
F.
Berdon Co. L.P. ** (18)
(Fredierick
Berdon (2))
|
0
|
500,000
|
205,000
|
5,786
|
710,786
|
705,000
|
5,786
|
Flynn,
Jason
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
French,
David
|
0
|
100,000
|
2,315
|
102,315
|
100,000
|
2,315
|
|
Fuller,
James H.
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
Gerdz
Investments Limited Partnership, RLLLP
(Robert
Zappa (2))
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
Gibson
Living Trust
(James
H. Gibson, Sara Gibson(2)(6))
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
Grose,
D. Austin
|
0
|
100,000
|
100,000
|
2,315
|
202,315
|
200,000
|
2,315
|
H.L.
Severance Inc., Pension Plan & Trust
(H.
Leigh Severance (2)(7))
|
0
|
100,000
|
100,000
|
2,315
|
202,315
|
200,000
|
2,315
|
Number
of Shares
of Common
Stock
Beneficially
Owned
Prior To Offering
|
|||||||
Name of Selling Shareholder |
Common
Stock
Issable
upon
Note
Conversion
|
Common
Stock
Issuable
upon
Warrant
Exercise
|
Common
Stock
(excluding
penalty
shares)
|
Penalty
Shares
|
Total
|
Number
of
Shares
of
Common
Stock
Being
Offered
(1)
|
Shares
of
Common
Stock
Owned
After
the
Offering
|
H.L.
Severance Inc., Profit Sharing Plan & Trust
(H.
Leigh Severance (2)(8))
|
0
|
150,000
|
150,000
|
3,472
|
303,472
|
300,000
|
3,472
|
Hodel,
Ann
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
Hollman,
Mark & Stacia (9)
|
50,000
|
50,000
|
0
|
1,157
|
101,157
|
100,000
|
1,157
|
Hollman,
Scott
|
100,000
|
100,000
|
0
|
2,315
|
202,315
|
200,000
|
2,315
|
Johnson,
Bruce ** (18)
|
150,000
|
150,000
|
0
|
3,472
|
303,472
|
300,000
|
3,472
|
JP
Carey Asset Management LLC
(Joseph
Canouse)
|
0
|
0
|
95,100
|
0
|
95,100
|
95,100
|
0
|
Kahn,
Sheldon & Liron, Sarah (10)
|
0
|
400,000
|
400,000
|
9,258
|
809,258
|
800,000
|
9,258
|
Katz,
Michael
|
100,000
|
100,000
|
0
|
2,315
|
202,315
|
200,000
|
2,315
|
Lapidus,
Robert & Donna (10)
|
0
|
50,000
|
0
|
1,157
|
51,157
|
50,000
|
1,157
|
Lemak,
John S. ** (18)
|
0
|
200,000
|
0
|
4,629
|
204,629
|
200,000
|
4,629
|
Levy,
Peter
|
0
|
200,000
|
2,315
|
202,315
|
200,000
|
2,315
|
|
Masters,
Paul IRA ** (18)
|
0
|
150,000
|
0
|
2,315
|
152,315
|
150,000
|
2,315
|
Micek
II, John Revocable Trust Dated 03/27/03
(John
Mickek (2))
|
0
|
150,000
|
150,000
|
3,472
|
303,472
|
300,000
|
3,472
|
Micek
III, John
|
0
|
200,000
|
200,000
|
4,629
|
404,629
|
400,000
|
4,629
|
Micek,
Maurice & Jennifer (10)
|
0
|
150,000
|
150,000
|
3,472
|
303,472
|
300,000
|
3,472
|
Micek,
Maurice Custodian for Andrew Micek
(Maurice
Micek(2))
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
Micek,
Maurice Custodian for Benjamin Micek
(Maurice
Micek(2))
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
Murphy,
Brian
|
0
|
0
|
50,000
|
1,157
|
51,157
|
50,000
|
1,157
|
Nite
Capital LP (11)
Keith
Goodman
|
150,000
|
300,000
|
150,000
|
6,944
|
606,944
|
600,000
|
6,944
|
Ossellos
of Butte Profit Sharing Trust FBO
Guy
J. Ossello
(Guy
Ossello) (2)
|
0
|
50,000
|
0
|
1,157
|
51,157
|
50,000
|
1,157
|
Parsley,
Rod
|
50,000
|
50,000
|
0
|
1,157
|
101,157
|
100,000
|
1,157
|
Teawood
Nominees Limited
(R.
James P. Morton (20))
|
0
|
100,000
|
100,000
|
6,944
|
206,944
|
200,000
|
6,944
|
PerInvest
Special Situations Fund * (3)
(R.
James P. Morton (2))
|
0
|
50,000
|
100,000
|
4,629
|
154,629
|
150,000
|
4,629
|
PerInvest
Dividend Equity Fund Limited * (3) (R. James P Morton
(2))
|
0
|
0
|
47,183
|
0
|
47,183
|
47,183
|
0
|
Number
of Shares
of Common
Stock
Beneficially
Owned
Prior To Offering
|
|||||||
Name of Selling Shareholder |
Common
Stock
Issable
upon
Note
Conversion
|
Common
Stock
Issuable
upon
Warrant
Exercise
|
Common
Stock
(excluding
penalty
shares)
|
Penalty
Shares
|
Total
|
Number
of
Shares
of
Common
Stock
Being
Offered
(1)
|
Shares
of
Common
Stock
Owned
After
the
Offering
|
Peterson,
Jerry W.
|
0
|
0
|
100,000
|
2,315
|
102,315
|
100,000
|
2,315
|
Petrino,
William
|
0
|
50,000
|
0
|
1,157
|
51,157
|
50,000
|
1,157
|
Platinum
Global Dividend Fund * (3) (R. James P. Morton (2))
|
0
|
0
|
252,817
|
0
|
252,817
|
252,817
|
0
|
Professional
Offshore Opportunity Fund Ltd (Howard Boyer and Marc Swickle)
(2)
|
0
|
100,000
|
0
|
0
|
0
|
100,000
|
0
|
Professional
Traders Fund, LLC (Howard Boyer and Marc Swickle) (2)
|
0
|
200,000
|
0
|
4,629
|
204,629
|
200,000
|
4,629
|
Purvis,
Steve
|
100,000
|
100,000
|
0
|
2,315
|
202,315
|
200,000
|
2,315
|
Rock
Associates (Stuart Schapiro (2))
|
50,000
|
50,000
|
0
|
2,315
|
102,315
|
100,000
|
2,315
|
Sage
Capital Investments Limited
(Mark
Nielsen (2))
|
0
|
0
|
50,000
|
1,157
|
51,157
|
50,000
|
1,157
|
Samuels,
Leonard & Kaplan-Samuels, Leah (10)
|
150,000
|
200,000
|
0
|
3,472
|
353,472
|
350,000
|
3,472
|
Sandor
Capital Master Fund, L. P.
(John
Lemak (2) **)
|
0
|
1,000,000
|
400,000
|
23,145
|
1,423,145
|
1,400,000
|
23,145
|
Severance,
H. Leigh
|
0
|
250,000
|
250,000
|
5,786
|
505,786
|
500,000
|
5,786
|
Silicon
Prairie Partners, L. P.
(John
Micek (2))
|
0
|
300,000
|
300,000
|
6,944
|
606,944
|
600,000
|
6,944
|
Silver
Rock I Limited (Rima Salam (2))
|
0
|
500,000
|
500,000
|
11,573
|
1,011,573
|
1,000,000
|
11,573
|
Simgest
SpA
(Fausto
Fontanesi (2))
|
2,000,000
|
2,000,000
|
0
|
46,290
|
4,046,290
|
4,000,000
|
46,290
|
Southridge
Partners, LP ** (18)
(Stephan
Hicks (2))
|
0
|
1,500,000
|
250,000
|
24,302
|
1,774,302
|
1,750,000
|
24,302
|
Stowell,
Kurt
|
0
|
50,000
|
45,000
|
1,157
|
96,157
|
95,000
|
1,157
|
Thompson,
Jack
|
0
|
150,000
|
150,000
|
3,472
|
303,472
|
300,000
|
3,472
|
Ungar,
Jonathan
|
0
|
200,000
|
200,000
|
4,629
|
404,629
|
400,000
|
4,629
|
Vicis
Capital Master Fund
(John
Succo, Sky Lucas and Shad Stastny (2))
|
1,000,000
|
1,000,000
|
0
|
23,145
|
2,023,145
|
2,000,000
|
23,145
|
Vision
Opportunity
(Adam
Benowitz (2))
|
800,000
|
1,300,000
|
548,307
|
27,775
|
2,676,082
|
2,648,307
|
27,775
|
Weissenberger,
Erich
|
400,000
|
400,000
|
0
|
11,573
|
811,573
|
800,000
|
11,573
|
Whalehaven
Capital Fund Limited (12)
(Arthur
Jones, Trevor Williams, Macro Weisfeld, Michael Fwkelskin)
(2)
|
450,000
|
1,200,000
|
0
|
27,774
|
1,677,774
|
1,650,000
|
27,774
|
Number
of Shares
of Common
Stock
Beneficially
Owned
Prior To Offering
|
|||||||
Name of Selling Shareholder |
Common
Stock
Issable
upon
Note
Conversion
|
Common
Stock
Issuable
upon
Warrant
Exercise
|
Common
Stock
(excluding
penalty
shares)
|
Penalty
Shares
|
Total
|
Number
of
Shares
of
Common
Stock
Being
Offered
(1)
|
Shares
of
Common
Stock
Owned
After
the
Offering
|
Whitehorse
Capital Partners
(Thomas
C. Piersant, Jr. (2))
|
0
|
0
|
100,000
|
2,315
|
102,315
|
100,000
|
2,315
|
White
Sand Investor Group, LP (13)
(Elliott
Donnelley, Owen Donnelley and Marcshall Donnelley (2))
|
0
|
100,000
|
100,000
|
2,315
|
202,315
|
200,000
|
2,315
|
Wrolstad,
Christopher * (18)
|
0
|
164,167
|
75,000
|
2,315
|
241,482
|
239,167
|
2,315
|
Zelinger,
Steven & Gordon, Lisa (10)
|
0
|
50,000
|
50,000
|
1,157
|
101,157
|
100,000
|
1,157
|
Andrews,
Jeff ** (3)
|
0
|
147,500
|
0
|
0
|
147,500
|
147,500
|
0
|
Henricks,
Steven Jerry** (3)
|
0
|
337,500
|
0
|
0
|
337,500
|
337,500
|
0
|
Madison,
Reed ** (3)
|
0
|
0
|
58,800
|
0
|
58,800
|
58,800
|
0
|
Ossello,
Steve ** (18)
|
0
|
0
|
55,687
|
0
|
55,687
|
55,687
|
0
|
Haag,
Randy ** (3)
|
0
|
0
|
115,280
|
0
|
115,280
|
115,280
|
0
|
Rogers,
Kyle ** (3)
|
0
|
120,000
|
14,393
|
0
|
134,393
|
134,393
|
0
|
Rich,
Jonathan ** (3)
|
0
|
0
|
1,148
|
0
|
1,148
|
1,148
|
0
|
Calicchia,
Vincent ** (3)
|
0
|
1,443
|
0
|
0
|
1,443
|
1,443
|
0
|
Troccoli,
Carmelo ** (3)
|
0
|
2,350
|
0
|
0
|
2,350
|
2,350
|
0
|
Martin,
Sean ** (3)
|
0
|
0
|
7,839
|
0
|
7,839
|
7,839
|
0
|
vFinance
Investments, Inc.* (19)
(Leonard
Sokolow and Sheila Reilen (2))
|
0
|
0
|
9,801
|
0
|
9,801
|
9,801
|
0
|
Legend
Merchant Group, Inc. * (3)
(John
H. Shaw III)
|
0
|
27,125
|
0
|
0
|
27,125
|
27,125
|
0
|
Cardenas,
Pablo Felipe Serna
|
0
|
305,000
|
0
|
0
|
305,000
|
305,000
|
0
|
Garisch
Financial Inc.
(Frederic
M. Schweiger (2))
|
0
|
50,000
|
0
|
0
|
50,000(15)
|
50,000
|
0
|
Keating
Reverse Merger Fund, LLC** (18)
(Timothy
J. Keating(2))
|
0
|
0
|
4,718,500
|
0
|
4,718,500(14)
|
1,000,000
|
3,718,500
|
Keating,
Timothy J. ** (17)
|
0
|
840,000
|
0
|
0
|
840,000
|
840,000
|
0
|
Toscani,
Luca ** (3)
|
0
|
240,000
|
0
|
0
|
240,000
|
240,000
|
0
|
Worldwide
Gateway Co., Ltd.
(Andy
Lai (2))
|
0
|
0
|
1,475,000
|
0
|
1,475,000
|
1,475,000
|
0
|
TOTAL
|
8,250,000
|
23,185,085
|
20,047,788
|
547,387
|
52,030,260
|
47,764,373
|
4,265,887
|
* |
Denotes
a broker-dealer.
|
** |
Denotes
an affiliate of a broker-dealer.
|
(1)
|
Assumes
that all of the shares offered hereby are sold and that shares
owned
before the offering but not offered hereby are not sold.
|
(2)
|
Individual(s)
who have voting and the power to vote, sell, transfer or otherwise
dispose
of the Common Stock.
|
(3)
|
Selling
Security Holder is an underwriter of this offering. The Company
has no
material relationship with such Selling Security Holder. The underwriter
has no arrangement under which the underwriter may purchase additional
shares in connection with this offering. At the time of acquisition
of the
securities, the Selling Security Holder had no understanding, directly
or
indirectly with any person to distribute the securities being offered
hereunder.
|
(4)
|
Managing
Partners of Crestview Capital Partners, LLC.
|
(5)
|
Omitted.
|
(6)
|
Trustees
of the Gibson Living Trust.
|
(7)
|
Trustee
of the H.L. Severance Inc., Pension Plan & Trust.
|
(8)
|
Trustee
of the H.L. Severance Inc., Profit Sharing Plan & Trust.
|
(9)
|
Tenants
by the Entirety.
|
(10)
|
Community
Property.
|
(11)
|
Keith
Goodman, Manager of the General Partner of Nite Capital LP has
voting and
investment control over the shares held by Nite Capital, L.P. Mr.
Goodman
disclaims beneficial ownership of the shares.
|
(12)
|
Arthur
Jones, Trevor Williams, Macro Weisfeld, and Michael Fwkelskin are
the
persons who have Individual(s) who have voting and the power to
vote,
sell, transfer or otherwise dispose of the Common Stock upon Conversion,
but disclaim beneficial ownership thereof.
|
(13)
|
Elliott
Donnelley, Owen Donnelley and Marshal Donnelley, officers of the
White
Sand Investment Corporation, General Partner of White Sand Investor
Group,
LP are the individual(s) who have voting and the power to vote,
sell,
transfer or otherwise dispose of the Common Stock upon Conversion.
|
(14)
|
Represents
shares of Common Stock for which the owners are entitled to “piggy-back”
registration rights in this offering.
|
(15)
|
Selling
Security Holder received its Warrants from Keating Securities LLC,
the
placement agent for our November 2005 private placement. It had
no
agreement or understanding, directly or indirectly, with any person
to
distribute the securities. Frederic M. Schweiger has the sole voting
and
investment control with respect to the Warrants and the shares
of Common
Stock underlying the Warrants.
|
(16)
|
Isaac
Winehouse has voting and investment control over the shares as
general
partner of B&W Equities, LLC, and general partner of Double U Master
Fund L.P. He disclaims beneficial ownership of the shares.
|
(17)
|
Selling
Security Holder is an underwriter of this offering. The underwriter
has no
arrangement under which the underwriter may purchase additional
shares in
connection with this offering. At the time of acquisition of the
securities, the Selling Security Holder had no understanding, directly
or
indirectly with any person to distribute the securities being offered
hereunder. Timothy Keating is a controlling member of Keating Securities
LLC.
|
(18)
|
Selling
Security Holder purchased securities in the ordinary course of
business
and at the time of purchase, had no agreements or understandings,
directly
or indirectly, with any party to distribute the securities.
|
(19)
(20)
|
Selling
Security Holder received securities as compensation for investment
banking
services.
Selling
Security Holder acquired securities before it became affiliated
with a
broker-dealer and at the time of acquisition, had no plans to dispose
of
the securities.
|
·
|
on
any national securities exchange or quotation service on which the
securities may be listed or quoted at the time of
sale;
|
·
|
in
the over-the-counter market;
|
·
|
in
transactions otherwise than on these exchanges or systems or in the
over-the-counter market;
|
·
|
through
the writing of options, whether such options are listed on an options
exchange or otherwise;
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
·
|
block
trades in which the broker-dealer will attempt to sell the securities
as
agent but may position and resell a portion of the block as principal
to
facilitate the transaction;
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
·
|
privately
negotiated transactions;
|
·
|
pursuant
to Rule 144 under the Securities
Act;
|
·
|
broker-dealers
may agree with the Selling Security Holders to sell a specified number
of
such securities at a stipulated price per
security;
|
·
|
a
combination of any such methods of sale; and
|
·
|
any
other method permitted pursuant to applicable law.
|
NAME
|
AGE
|
POSITION
|
||
Zhao
Ming
|
34
|
Chief
Executive Officer, President and Chairman of the Board
|
||
Tian
Wenwei
|
36
|
Chief
Operating Officer
|
||
Jin
Xia
|
41
|
Chief
Financial Officer
|
Name
of Beneficial Owner
|
Amount
of
Beneficial
Ownership
|
Percent
of
Beneficial
Ownership
|
Amount
of Beneficial Ownership After Offering(4)
|
Percent
of Beneficial Ownership After Offering(4)
|
|||||||||
Zhao
Ming (1), (2)
|
53,100,000
|
56.11
|
%
|
53,100,000
|
42.12
|
%
|
|||||||
|
|||||||||||||
Jin
Xia (1)
|
0
|
—
|
0
|
—
|
|||||||||
Tian
Wenwei (1)
|
0
|
—
|
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
|
4.99
|
%
|
3,718,500
|
3.93
|
%
|
|||||||
|
|||||||||||||
All
Executive Officers and Directors as a group
|
53,100,000
|
56.11
|
%
|
53,100,000
|
42.12
|
%
|
|||||||
(1) |
Address
is c/o Shanxi Puda Coal Group Co., Ltd. 426 Xuefu Street, Taiyuan,
Shanxi
Province, China.
|
(2) |
Keating
Reverse Merger Fund and each BVI Member have agreed to vote their
shares
of Puda Coal’s Common Stock to elect such persons that may be designated
by Zhao Ming from time to time to fill any vacant position on the
board of
directors.
|
(4) |
Assumes
that all of the Notes are converted and all of the Warrants are
exercised.
|
·
|
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 $1,576,005, $2,522,655 and
$6,270,458 of raw coal from this mine in 2004, 2005 and 2006,
respectively.
|
·
|
Liulin
Dadongzhuang Coal Mine - Shanxi Coal purchased about $1,586,289,
$4,443,774 and $5,995,774 of raw coal from this mine in 2004, 2005
and
2006, respectively.
|
|
2006
|
||||||
Suppliers
|
Amount
|
%
of
|
|||||
|
($
’000)
|
Total
|
|||||
Jucai
Coal Mine
|
15,906
|
14.3
|
%
|
||||
Shipogou
Coal Mine
|
8,305
|
7.5
|
%
|
||||
Yumenzhen
Coal Mine
|
7,495
|
6.7
|
%
|
||||
Liujiawan
Coal Mine
|
7,492
|
6.7
|
%
|
||||
Liulin
Nanpo Coal Mine
|
7,451
|
6.7
|
%
|
||||
Huajin
Coke
|
7,298
|
6.6
|
%
|
||||
Jijiata
Coal Mine
|
7,080
|
6.4
|
%
|
||||
Liulin
Nianyan Coal Mine
|
7,014
|
6.3
|
%
|
||||
Liulin
Nanyu Coal Mine
|
6,813
|
6.1
|
%
|
||||
Renjiasan
Coal Mine
|
6,492
|
5.8
|
%
|
||||
Liujiazhuang
Coal Mine
|
6,270
|
5.6
|
%
|
||||
Jijiata
Dongzhuang
|
6,042
|
5.4
|
%
|
||||
Liulin
Jijiata Dadongzhuang
|
5,996
|
5.4
|
%
|
||||
Dengjiagua
Coal Mine
|
4,760
|
4.3
|
%
|
||||
Zhaiyadi
Coal
|
4,735
|
4.2
|
%
|
||||
Meisheng
Dengjiazhuang
|
2,171
|
2.0
|
%
|
||||
Total
|
111,320
|
100
|
%
|
|
2005
|
||||||
Suppliers
|
Amount
|
%
of
|
|||||
|
($
’000)
|
Total
|
|||||
Jucai
Coal Mine
|
5,469
|
13.6
|
%
|
||||
Liulin
Jijiata Dadongzhuang
|
4,444
|
11.0
|
%
|
||||
Yumenzhen
Coal Mine
|
4,152
|
10.3
|
%
|
||||
Liulin
Nanpo Coal Mine
|
4,040
|
10.0
|
%
|
||||
Renjiasan
Coal Mine
|
3,605
|
9.0
|
%
|
||||
Jijiata
Coal Mine
|
3,221
|
8.0
|
%
|
||||
Pangpangta
Coal Mine
|
3,044
|
7.6
|
%
|
||||
Jijiata
Dongzhuang
|
2,725
|
6.8
|
%
|
||||
Liujiazhuang
Coal Mine
|
2,523
|
6.3
|
%
|
||||
Liulin
Nanyu Coal Mine
|
2,360
|
5.8
|
%
|
||||
Liulin
Nianyan Coal Mine
|
1,829
|
4.5
|
%
|
||||
Shipogou
Coal Mine
|
1,533
|
3.8
|
%
|
||||
Liujiawan
Coal Mine
|
1,332
|
3.3
|
%
|
||||
Total
|
40,277
|
100
|
%
|
|
2004
|
||||||
Suppliers
|
Amount
|
%
of
|
|||||
|
($
’000)
|
Total
|
|||||
Liulin
Dadongzhuang Coal Mine
|
1,586
|
14.0
|
%
|
||||
Liulin
Jijiata Coal Mine
|
1,582
|
14.0
|
%
|
||||
Liujiazhuang
Coal Mine
|
1,576
|
13.9
|
%
|
||||
Jucai
Coal Mine
|
1,557
|
13.7
|
%
|
||||
Liulin
Pangpangta Coal Mine
|
1,519
|
13.4
|
%
|
||||
Liulin
Yumenzhen Coal Mine
|
1,272
|
11.2
|
%
|
||||
Liulin
Dongzhuang Coal Mine
|
1,235
|
10.9
|
%
|
||||
Liulin
Renjiashan Coal Mine
|
1,001
|
8.9
|
%
|
||||
Total
|
11,328
|
100
|
%
|
·
|
Shipogou
Coal Mine
-
Annual production of 400,000MT in 2004 and estimated 600,000MT in
2005.
|
·
|
Houshanyuan
Coal Mine
-
Annual production of 300,000MT 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 100,000MT. 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 400,000MT.
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 miles 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 just became fully operational in 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 $4,300,000 is for the equipment. Resources Group financed
the
new facility under a loan.
|
|
2006
|
||||||
Customers
|
Amount
|
%
of
|
|||||
|
($’000)
|
Total
|
|||||
Baotou
Steel Group
|
27,450
|
19.9
|
%
|
||||
Xuanhua
Steel Group
|
13,219
|
9.6
|
%
|
||||
Wulin
Coke
|
11,996
|
8.6
|
%
|
||||
Liulin
Coal Cleaning Plant
|
9,968
|
7.2
|
%
|
||||
Liulin
Jinmei Coal
|
9,249
|
6.7
|
%
|
||||
Liulin
Huatai Coke
|
7,937
|
5.7
|
%
|
||||
Xiaoyi
Jinyan Electricity
|
7,554
|
5.5
|
%
|
||||
Liulin
Changzhong Coke
|
7,273
|
5.3
|
%
|
||||
Liulin
Dongjiagou Coal Mine
|
7,118
|
5.2
|
%
|
||||
Liulin
Luojiapo Coal Mine
|
6,565
|
4.8
|
%
|
||||
Jiangsu
Yueda
|
6,211
|
4.5
|
%
|
||||
Shizhou
Coal Gas
|
5,603
|
4.1
|
%
|
||||
Lvliang
Longteng Coke
|
4,769
|
3.5
|
%
|
||||
Zhongyang
Rongxin
|
4,487
|
3.3
|
%
|
||||
Gengyang
Coal
|
4,299
|
3.1
|
%
|
||||
Yatai
Coke
|
4,073
|
3.0
|
%
|
||||
Total
|
137,771
|
100
|
%
|
|
2005
|
||||||
Customers
|
Amount
|
%
of
|
|||||
|
($’000)
|
Total
|
|||||
Baotou
Steel Group
|
7,858
|
15.2
|
%
|
||||
Liulin
Coal Cleaning Plant
|
6,629
|
12.8
|
%
|
||||
Liulin
Jinmei Coal
|
4,964
|
9.6
|
%
|
||||
Jiangsu
Yueda
|
4,823
|
9.3
|
%
|
||||
Xiaoyi
Jinyan Electricity
|
4,435
|
8.6
|
%
|
||||
Shizhou
Coal Gas
|
4,169
|
8.1
|
%
|
||||
Liulin
Dongjiagou Coal Mine
|
3,826
|
7.4
|
%
|
||||
Liuliang
Longteng Coking Corporation
|
3,530
|
6.8
|
%
|
||||
Liulin
Luojiapo Coal Mine
|
3,405
|
6.6
|
%
|
||||
Zhongyang
Rongxin
|
3,198
|
6.2
|
%
|
||||
Liulin
Changzhong Coke
|
2,548
|
4.9
|
%
|
||||
Liulin
Huatai Coke
|
2,325
|
4.5
|
%
|
||||
Total
|
51,710
|
100
|
%
|
|
2004
|
||||||
Customers
|
Amount
|
%
of
|
|||||
|
($’000)
|
Total
|
|||||
Liudian
Burning Materials
|
2,924
|
14.8
|
%
|
||||
Liulin
Coal Cleaning Plant
|
2,664
|
13.5
|
%
|
||||
Xiaoyi
Jinyan Corp.
|
2,056
|
10.4
|
%
|
||||
Jiansu
Yancheng Clean Coal Co., Ltd.
|
1,904
|
9.6
|
%
|
||||
Xishan
Coal & Electricity Company
|
1,874
|
9.5
|
%
|
||||
Shizhou
Gas Company
|
1,778
|
9.0
|
%
|
||||
Baotou
Steel Resources Company
|
1,618
|
8.2
|
%
|
||||
Zhonglv
Company
|
1,556
|
7.9
|
%
|
||||
Zhongyang
Rongxin
|
1,320
|
6.7
|
%
|
||||
Liuliang
Longteng Coking Corporation
|
1,238
|
6.3
|
%
|
||||
Taiyuan
Gas Company
|
803
|
4.1
|
%
|
||||
Total
|
19,735
|
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
600,000MT in 2006.
|
·
|
Handan
Steel & Iron
-
a steel maker located in Hebei Province with projected annual sales
of
400,000MT in 2006.
|
·
|
Tangshan
Steel & Iron
-
a steel maker located in Hebei Province with projected annual sales
of
300,000MT in 2006.
|
·
|
Beijing
Capital Iron & Steel
-
a steel maker located in Beijing with projected annual sales of 300,000MT
in 2006.
|
·
|
Shanxi
Coal Import and Export Group Corporation
-
Import-export company with projected annual sales of 600,000MT in
2006.
This sales volume is based on a portion of the expressed intent in
the
non-binding letter to purchase 1,320,000MT in 2006 from us.
|
·
|
Sinochem
Corporation
-
a 2005 Fortune Global 500 company. Chemical and diversified manufacturer
with projected annual sales of 600,000MT in 2006. This sales volume
is
based on a portion of the expressed intent in the non-binding letter
to
purchase 2,400,000MT in 2006 from us.
|
Department
|
Job
Title / Responsibility
|
#
of Employees
|
||
Corporate
|
President,
Vice Presidents, Managers
|
9
|
||
Finance
|
Finance
and Accounting
|
10
|
||
Supply;
Marketing and Sales
|
Purchase
raw coal and maintain relationship with suppliers; Sell cleaned coal,
maintain relationship with customers, and acquire new
customers
|
48
|
||
Transportation
|
Short-range
truck drivers (within plant)
|
10
|
||
Production
|
Produce
cleaned coal
|
126
|
||
Quality
Control
|
Quality
check on input (raw coal) and output (cleaned coal)
|
17
|
||
Reception and Security | Administrative matters on reception and security |
12
|
||
Total |
232
|
Risk
Covered
|
Insured
Amount
(RMB)
|
Insured
Amount
($)
|
Premium
(RMB)
|
Premium
($)
|
|||||||||
Risk
of Loss of New Equipments
|
10,000,000
|
1,233,046
|
36,000
|
4,439
|
|||||||||
Third
Party Liability
|
100,000
|
12,330
|
887
|
109
|
|||||||||
Risk
of Theft and Robbery
|
10,000,000
|
1,233,046
|
36,000
|
4,440
|
|||||||||
Irrespective
of Percentage
|
30,000,000
|
3,699,137
|
108,000
|
13,317
|
|||||||||
Risk
of Spontaneous Combustion
|
30,000,000
|
3,699,137
|
15,000
|
1,850
|
|||||||||
Risk
of Malicious Damage
|
10,000,000
|
1,233,046
|
36,000
|
4,439
|
|||||||||
Total
|
90,100,000
|
11,109,740
|
231,887
|
28,594
|
|||||||||
|
High
|
Low
|
|||||
2004
|
|
|
|||||
March
31, 2004*
|
0.200
|
0.200
|
|||||
June
30, 2004
|
0.800
|
0.200
|
|||||
September
30, 2004
|
1.000
|
0.700
|
|||||
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
|
|
High
|
Low
|
|||||
2006
|
|||||||
March
31, 2006
|
4.700
|
1.950
|
|||||
June
30, 2006
|
6.35
|
3.00
|
|||||
September
30, 2006
|
3.80
|
2.54
|
|||||
December
31, 2006
|
4.95
|
1.30
|
|||||
* |
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 $2.300; the
low of
$1.000 occurred before
the split; the post-split low was $1.05
|
Annual
Compensation
|
||||||||||||||||
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual
Compensation
($)
|
Total
($)
|
|||||||||||
Zhao
Ming
(Chairman
and Chief Executive Officer)
|
2006
2005
2004
|
79,747
20,000
14,634
|
—
—
—
|
—
—
—
|
79,747
20,000
14,634
|
|||||||||||
Zhao
Yao (1)
|
2006
2005
2004
|
79,747
20,000
14,634
|
—
—
—
|
—
—
—
|
79,747
20,000
14,634
|
|||||||||||
Tian
Wenwei (2)
(Chief
Operating Officer and Vice President)
|
2006
2005
2004
|
12,683
0
0
|
—
—
—
|
—
—
—
|
12,683
0
0
|
|||||||||||
Jin
Xia
(Chief
Financial Officer)
|
2006
2005
2004
|
14,889
11,920
7,231
|
—
—
—
|
—
—
—
|
14,889
11,920
7,231
|
|||||||||||
(1) |
Zhao
Yao resigned from the Chief Operating Officer position in November
2006.
|
(2) |
Tian
Wenwei joined in Puda in February 2006 and became the Chief Operating
Officer in November 2006.
|
Report
of Independent Registered Public Accounting Firm
|
F1
|
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
|
Consolidated
Balance Sheet
|
F40
|
Consolidated
Statements of Operations
|
F41
|
Consolidated
Statements of Cash Flows
|
F42
|
Notes
to Consolidated Financial Statements
|
F43-F65
|
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.
|
·
|
Puda
Investment Holding Limited: Mr. Zhao Ming (approximately 74%); Mr.
Zhao
Yao (approximately 18%) held indirectly through
Puda.
|
·
|
Taiyuan
Putai Business Consulting Co., Ltd (now known as Shanxi Putai Resources
Limited): Mr. Zhao Ming (approximately 74%); Mr. Zhao Yao (approximately
18%) held indirectly through Puda and
BVI.
|
·
|
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. (now known as Shanxi Putai
Resources
Limited, or “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
|
%
|
||||||||||
Liulin
Coal Washing Plant
|
$
|
6,588
|
13
|
$
|
2,664
|
13
|
|||||||
Baotou
Steel Group
|
$
|
7,810
|
15
|
$
|
—
|
—
|
|||||||
Qianyi
Jinyan Corp.
|
$
|
—
|
—
|
$
|
2,056
|
10
|
|||||||
Liudian
Burning Materials
|
$
|
—
|
—
|
$
|
2,923
|
15
|
December
31,
|
|||||||||||||
Customers |
2005
|
2004
|
|||||||||||
$’000
|
%
|
$’000
|
%
|
||||||||||
Shizhou
Coal Gas
|
$
|
480
|
11
|
$
|
327
|
12
|
|||||||
Dongjiagou
Coal Mine
|
$
|
470
|
11
|
$
|
—
|
—
|
|||||||
Baotou
Steel Group
|
$
|
465
|
11
|
$
|
—
|
—
|
|||||||
Longteng
Coke
|
$
|
—
|
—
|
$
|
323
|
12
|
|||||||
Liulin
Coal Washing Plant
|
$
|
—
|
—
|
$
|
451
|
16
|
|||||||
Xiaoyi
Jinyan
|
$
|
—
|
—
|
$
|
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 reserve Fund
|
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
|
||||||
Note(s)
|
September
30, 2006
|
||||||
(Restated
-
see
Note
17)
|
|||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
19,543
|
|||||
Restricted
cash
|
3
|
233
|
|||||
Accounts
receivable, net
|
7,972
|
||||||
Other
receivables
|
|||||||
-
Related parties
|
4
|
15
|
|||||
-
Third parties
|
39
|
||||||
Advances
to suppliers
|
1,199
|
||||||
Deferred
charges
|
9
|
402
|
|||||
Inventories
|
5
|
13,600
|
|||||
Total
current assets
|
43,003
|
||||||
PROPERTY,
PLANT AND EQUIPMENT, NET
|
6
|
10,112
|
|||||
INTANGIBLE
ASSETS, NET
|
7
|
3,749
|
|||||
TOTAL
ASSETS
|
$
|
56,864
|
|||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Current
portion of long-term debt
|
|||||||
-
Related party
|
4,
8
|
$
|
1,300
|
||||
Accounts
payable
|
|||||||
-
Related party
|
4
|
228
|
|||||
-
Third parties
|
2,282
|
||||||
Other
payables
|
|||||||
-
Related party
|
4
|
889
|
|||||
-
Third parties
|
1,595
|
||||||
Accrued
expenses
|
599
|
||||||
Income
taxes payable
|
2,453
|
||||||
VAT
payable
|
535
|
||||||
Distribution
payable
|
1,013
|
||||||
Penalty
payable
|
9
|
821
|
|||||
Total
current liabilities
|
11,715
|
||||||
LONG-TERM
LIABILITIES
|
|||||||
Long-term
debt
|
|||||||
-
Related party
|
4,
8
|
10,725
|
|||||
Convertible
notes
|
9
|
5,438
|
|||||
Derivative
conversion feature
|
9
|
4,676
|
|||||
Derivative
warrants
|
9
|
12,970
|
|||||
Total
long-term liabilities
|
33,809
|
||||||
Note(s)
|
September
30, 2006
|
||||||
(Restated
-
see
Note
17)
|
|||||||
TEMPORARY
EQUITY
|
|||||||
Option
to buy-out Shanxi Coal
|
1,
17
|
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 82,952,667
|
83
|
||||||
Paid-in
capital
|
11,252
|
||||||
11,335
|
|||||||
Less:
reclassified to temporary equity
|
1,
17
|
(2,717
|
)
|
||||
Statutory
surplus reserve fund
|
1,366
|
||||||
Accumulated
deficit
|
(2,063
|
)
|
|||||
Accumulated
other comprehensive income
|
702
|
||||||
Total
stockholders’ equity
|
8,623
|
||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
56,864
|
|||||
Note(s)
|
Three
months ended
September
30,
2006
|
Three
months ended
September
30,
2005
|
Nine
months ended
September
30,
2006
|
Nine
months ended
September
30,
2005
|
||||||||||||
NET
REVENUE
|
$
|
42,650
|
$
|
18,037
|
$
|
94,364
|
$
|
31,056
|
||||||||
COST
OF REVENUE
|
(33,725
|
)
|
(13,835
|
)
|
(74,899
|
)
|
(24,123
|
)
|
||||||||
GROSS
PROFIT
|
8,925
|
4,202
|
19,465
|
6,933
|
||||||||||||
OPERATING
EXPENSES
|
||||||||||||||||
Selling
expenses
|
1,145
|
354
|
2,192
|
555
|
||||||||||||
General
and administrative expenses
|
636
|
170
|
1,627
|
305
|
||||||||||||
Other
operating expenses
|
—
|
901
|
—
|
902
|
||||||||||||
TOTAL
OPERATING EXPENSES
|
1,781
|
1,425
|
3,819
|
1,762
|
||||||||||||
INCOME
FROM OPERATIONS
|
7,144
|
2,777
|
15,646
|
5,171
|
||||||||||||
GAIN
ON SHORT-TERM INVESTMENTS
|
—
|
—
|
—
|
6
|
||||||||||||
INTEREST
INCOME
|
26
|
2
|
38
|
3
|
||||||||||||
INTEREST
EXPENSE
|
(577
|
)
|
—
|
(2,356
|
)
|
—
|
||||||||||
DEBT
FINANCING COSTS
|
10
|
(1,672
|
)
|
—
|
(9,513
|
)
|
—
|
|||||||||
DERIVATIVE
UNREALIZED FAIR VALUE LOSS
|
11
|
(314
|
)
|
—
|
(3,327
|
)
|
—
|
|||||||||
INCOME
BEFORE INCOME TAXES
|
4,607
|
2,779
|
488
|
5,180
|
||||||||||||
INCOME
TAXES
|
12
|
(2,441
|
)
|
(1,232
|
)
|
(5,130
|
)
|
(2,043
|
)
|
|||||||
NET
INCOME/(LOSS)
|
2,166
|
1,547
|
(4,642
|
)
|
3,137
|
|||||||||||
OTHER
COMPREHENSIVE INCOME
|
||||||||||||||||
Foreign
currency translation adjustment
|
321
|
136
|
548
|
136
|
||||||||||||
COMPREHENSIVE
INCOME/(LOSS)
|
$
|
2,487
|
$
|
1,683
|
$
|
(4,094
|
)
|
$
|
3,273
|
Note(s)
|
Three
months ended
September
30, 2006
|
Three
months ended
September
30, 2005
|
Nine
months ended
September
30, 2006
|
Nine
months ended
September
30, 2005
|
||||||||||||
NET
INCOME/(LOSS)
|
2,166
|
1,547
|
(4,642
|
)
|
3,137
|
|||||||||||
PRO
FORMA ADJUSTMENT
|
||||||||||||||||
Deemed
preferred dividend
|
—
|
—
|
—
|
(2,717
|
)
|
|||||||||||
PRO
FORMA NET INCOME/(LOSS)
|
2,166
|
1,547
|
(4,642
|
)
|
420
|
|||||||||||
EARNINGS/(LOSS)
PER SHARE-BASIC
|
$
|
0.03
|
$
|
0.02
|
$
|
(0.06
|
)
|
$
|
0.04
|
|||||||
-DILUTED
|
$
|
0.02
|
$
|
0.02
|
$
|
(0.06
|
)
|
$
|
0.04
|
|||||||
PRO
FORMA EARNINGS/(LOSS) PER SHARE-BASIC
|
$
|
0.03
|
$
|
0.02
|
$
|
(0.06
|
)
|
$
|
0.01
|
|||||||
-DILUTED
|
$
|
0.02
|
$
|
0.02
|
$
|
(0.06
|
)
|
$
|
0.01
|
|||||||
WEIGHTED
AVERAGE NUMBER OF SHARES
OUTSTANDING-BASIC
|
13
|
80,654,578
|
73,750,000
|
77,920,661
|
73,715,934
|
|||||||||||
-DILUTED
|
13
|
118,452,056
|
73,915,000
|
77,920,661
|
73,880,934
|
|||||||||||
Notes
|
Nine
months ended
September
30, 2006
|
Nine
months ended
September
30,
2005
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
(loss)/income
|
$
|
(4,642
|
)
|
$
|
3,137
|
|||||
Adjustments
to reconcile net (loss)/income to net cash provided
by operating activities
|
||||||||||
Amortization
of land-use rights
|
58
|
3
|
||||||||
Depreciation
|
711
|
84
|
||||||||
Provision
for doubtful debts
|
12
|
3
|
||||||||
Amortization
of debt issue costs
|
821
|
-
|
||||||||
Amortization
of discount on convertible notes and warrants
|
7,871
|
-
|
||||||||
Derivative
unrealized fair value loss
|
3,327
|
-
|
||||||||
Discount
on converted shares and exercised warrants
|
1,146
|
-
|
||||||||
Issue
of common shares for services
|
21
|
-
|
||||||||
Changes
in operating assets and liabilities:
|
||||||||||
Decrease
in short-term investments
|
-
|
117
|
||||||||
Increase
in accounts receivable
|
(3,760
|
)
|
(902
|
)
|
||||||
Decrease
in notes receivable
|
-
|
638
|
||||||||
(Increase)/decrease
in other receivables
|
(1
|
)
|
2,251
|
|||||||
Decrease/(increase)
in advances to suppliers
|
1,760
|
(317
|
)
|
|||||||
Increase
in inventories
|
(6,041
|
)
|
(699
|
)
|
||||||
Increase
in accounts payable
|
1,184
|
625
|
||||||||
Increase
in accrued expenses
|
236
|
81
|
||||||||
Increase
in other payables
|
902
|
896
|
||||||||
Increase
in income tax payable
|
1,056
|
53
|
||||||||
Increase
in VAT payable
|
218
|
422
|
||||||||
Increase
in penalty payable
|
821
|
-
|
||||||||
Decrease
in restricted cash
|
382
|
-
|
||||||||
Net
cash provided by operating activities
|
6,082
|
6,392
|
||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Exercise
of warrants
|
1,800
|
-
|
||||||||
Repayment
of long-term debt
|
(975
|
)
|
-
|
|||||||
Shareholder
contribution
|
-
|
50
|
||||||||
Distribution
paid to owners of a subsidiary
|
-
|
(947
|
)
|
|||||||
Net
cash provided by/(used in) financing activities
|
825
|
(897
|
)
|
|||||||
Effect
of exchange rate changes on cash
|
569
|
136
|
||||||||
Net
increase in cash and cash equivalents
|
7,476
|
5,631
|
||||||||
Cash
and cash equivalents at beginning of period
|
12,067
|
313
|
||||||||
Cash
and cash equivalents at end of period
|
$
|
19,543
|
$
|
5,944
|
||||||
Supplementary
cash flow information
|
14
|
|||||||||
·
|
Puda
Coal, Inc.: Mr. Zhao Ming (approximately 74%); Mr. Zhao Yao (approximately
18%) held directly.
|
·
|
Puda
Investment Holding Limited: Mr. Zhao Ming (approximately 74%); Mr.
Zhao
Yao (approximately 18%) held indirectly through
Puda.
|
·
|
Taiyuan
Putai Business Consulting Co., Ltd (now
known as Shanxi Putai Resources Limited):
Mr. Zhao Ming (approximately 74%); Mr. Zhao Yao (approximately 18%)
held
indirectly through Puda and BVI.
|
·
|
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. (now known as Shanxi Putai
Resources
Limited, or “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
|
September
30, 2006
|
||||
$’000
|
||||
Other
receivable from an owner, Zhao Ming
|
$
|
15
|
Accounts
payable to Shanxi Liulin Jucai Coal Industry Co.,
Limited. (“Jucai Coal”), a related company with a common
owner
|
$
|
228
|
Other
payable to Shanxi Puda Resources Group Limited (“Resources
Group”), a related company with common owners
|
$
|
687
|
||
Other
payable to an owner, Zhao Yao
|
202
|
|||
$
|
889
|
Loan
payable to Resources Group:
|
||||
-current
portion
|
$
|
1,300
|
||
-non-current
portion
|
10,725
|
|||
$
|
12,025
|
September
30, 2006
|
||||
$’000
|
||||
Raw
materials
|
$
|
12,161
|
||
Finished
goods
|
1,439
|
|||
Total
|
$
|
13,600
|
September
30, 2006
|
||||
$’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
|
208
|
|||
Machinery
equipment
|
931
|
|||
Motor
vehicles
|
137
|
|||
Office
equipment and others
|
34
|
|||
1,310
|
||||
Carrying
value:
|
||||
Buildings
and facilities
|
2,753
|
|||
Machinery
equipment
|
7,200
|
|||
Motor
vehicles
|
117
|
|||
Office
equipment and others
|
42
|
|||
$
|
10,112
|
Land-use
rights
|
||||
September
30, 2006
|
||||
$’000
|
||||
Cost
|
$
|
3,831
|
||
Accumulated
amortization
|
82
|
|||
Carrying
value
|
$
|
3,749
|
September
30, 2006
|
||||
$’000
|
||||
Conveyance
loan
|
$
|
12,025
|
||
Less:
current portion
|
(1,300
|
)
|
||
Long-term
portion
|
$
|
10,725
|
September
30, 2006
|
||||
Year
|
$’000
|
|||
2007
|
$
|
1,300
|
||
2008
|
1,300
|
|||
2009
|
1,300
|
|||
2010
|
1,300
|
|||
2011
|
1,300
|
|||
Thereafter
|
5,525
|
|||
$
|
12,025
|
September
30, 2006
|
||||
$000
|
||||
Convertible
notes:
|
||||
Gross
amount issued
|
$
|
12,500
|
||
Less:
amount converted
|
(2,975
|
)
|
||
Less:
unamortized discount on conversion feature
|
(3,607
|
)
|
||
Less:
unamortized discount on note warrants
|
(480
|
)
|
||
$
|
5,438
|
|||
Derivative
conversion feature:
|
||||
Amount
allocated to conversion feature
|
$
|
6,137
|
||
Less:
amount transferred to equity upon conversion
|
(1,461
|
)
|
||
$
|
4,676
|
|||
Derivative
warrants:
|
||||
Amount
allocated to investor warrants
|
$
|
6,363
|
||
Placement
agent warrants
|
5,625
|
|||
Less:
amount transferred to equity upon exercise
|
(1,645
|
)
|
||
Add:
change in fair value
|
2,627
|
|||
$
|
12,970
|
Three
months ended
September
30, 2006
|
Three
months ended
September
30, 2005
|
Nine
months ended
September
30, 2006
|
Nine
months ended
September
30, 2005
|
||||||||||
$’000
|
$’000
|
$’000
|
$’000
|
||||||||||
Current
period provision
|
$
|
2,441
|
$
|
1,232
|
$
|
5,130
|
$
|
2,043
|
Three
months ended
September
30, 2006
|
Three
months ended
September
30, 2005
|
Nine
months ended
September
30, 2006
|
Nine
months ended
September
30, 2005
|
||||||||||
$’000
|
$’000
|
$’000
|
$’000
|
||||||||||
Income
before income taxes
|
$
|
4,607
|
$
|
2,779
|
$
|
488
|
$
|
5,180
|
|||||
Income
tax on pretax income at statutory
rate
|
1,567
|
945
|
166
|
1,761
|
|||||||||
Tax
effect of expenses that are not deductible
in determining taxable profits
|
829
|
315
|
4,645
|
334
|
|||||||||
Effect
of different tax rates of subsidiary
operating in other
jurisdictions
|
(73
|
)
|
(28
|
)
|
(161
|
)
|
(52
|
)
|
|||||
Valuation
allowance
|
118
|
—
|
480
|
—
|
|||||||||
Income
tax at effective rate
|
$
|
2,441
|
$
|
1,232
|
$
|
5,130
|
$
|
2,043
|
September
30, 2006
|
||||
$’000
|
||||
Net
operating loss carryforwards
|
$
|
934
|
||
Less:
Valuation allowance
|
(934
|
)
|
||
Net
|
$
|
—
|
Three
months ended
September
30, 2006
|
Three
months ended
September
30, 2005
|
Nine
months ended
September
30, 2006
|
Nine
months ended
September
30, 2005
|
||||||||||
$’000
|
$’000
|
$’000
|
$’000
|
||||||||||
Basic
weighted average number of shares
|
80,654,578
|
73,750,000
|
77,920,661
|
73,715,934
|
|||||||||
Options
outstanding, after adjusting for 10 to
1 reverse split
|
124,724
|
165,000
|
—
|
165,000
|
|||||||||
Assumed
conversion of notes
|
16,517,791
|
—
|
—
|
—
|
|||||||||
Assumed
exercise of warrants
|
21,154,963
|
—
|
—
|
—
|
|||||||||
Diluted
weighted average number of Shares
|
118,452,056
|
73,915,000
|
77,920,661
|
73,880,934
|
Nine
months ended September 30,
|
|||||||
2006
|
2005
|
||||||
$’000
|
$’000
|
||||||
Cash
paid during the period for:
|
|||||||
Interest
|
$
|
1,211
|
$
|
4
|
|||
Income
taxes
|
$
|
4,074
|
$
|
—
|
|||
Major
non-cash transactions:
|
|||||||
Notes
converted into 4,250,000 common shares
|
$
|
2,125
|
$
|
—
|
|||
Common
shares for services
|
$
|
21
|
$
|
10
|
|||
Cashless
exercise of 273,334 placement agent
|
|||||||
warrants
into 242,180 common shares
|
$
|
—
|
$
|
—
|
|||
Dividend
declared
|
$
|
—
|
$
|
1,452
|
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
|
41
|
||||
500,000
|
50,000
(ii)
|
$
10
|
October
27, 2006
|
0
|
||||
1,000,000
|
100,000
(iii)
|
$
10
|
November
5, 2006
|
0
|
||||
(iv)
|
were
granted in 2003 to former directors/officers in consideration of
services
rendered.
|
(v)
|
were
granted in 2003 to Sanzari Family Trust and TJP Management, Inc.
in
consideration of providing working capital to the
Company.
|
(vi)
|
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, 2004
|
|||||||
(after
adjusting for the 10 to 1 reverse stock split)
|
165,000
|
9.2
|
|||||
Granted
|
—
|
—
|
|||||
Exercised
|
—
|
—
|
|||||
Forfeited
|
—
|
—
|
|||||
Expired
|
—
|
—
|
|||||
Options
outstanding at December 31, 2005
|
165,000
|
9.2
|
|||||
Granted
|
—
|
—
|
|||||
Exercised
|
—
|
—
|
|||||
Forfeited
|
—
|
—
|
|||||
Expired
|
—
|
—
|
|||||
Options
outstanding at September 30, 2006
|
165,000
|
9.2
|
September
30, 2006
|
||||
(Restated
-
see
Note
17)
|
||||
ASSETS
|
||||
CURRENT
ASSETS
|
||||
Cash
and cash equivalents
|
$
|
8
|
||
Restricted
cash
|
233
|
|||
Deferred
charges
|
402
|
|||
Total
current assets
|
643
|
|||
INVESTMENTS
IN SUBSIDIARIES
|
23,765
|
|||
TOTAL
ASSETS
|
$
|
24,408
|
||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||
CURRENT
LIABILITIES
|
||||
Other
payable
|
303
|
|||
Penalty
payable
|
821
|
|||
Total
current liabilities
|
1,124
|
|||
LONG-TERM
LIABILITIES
|
||||
Convertible
notes
|
5,438
|
|||
Derivative
conversion feature
|
4,676
|
|||
Derivative
warrants
|
12,970
|
|||
Total
long-term liabilities
|
23,084
|
|||
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 82,952,667 shares
|
83
|
|||
Paid-in
capital
|
21,529
|
|||
21,612
|
||||
Less:
reclassified to temporary equity
|
(2,717
|
)
|
||
Accumulated
deficit
|
(21,412
|
)
|
||
Total
stockholders’ equity
|
(2,517
|
)
|
||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
24,408
|
For
the three months ended September 30, 2006
|
For
the nine months ended September 30, 2006
|
||||||
Revenue
|
$
|
—
|
$
|
—
|
|||
General
and administrative expenses
|
(152
|
)
|
(768
|
)
|
|||
Loss
from operations
|
(152
|
)
|
(768
|
)
|
|||
Interest
expenses
|
(392
|
)
|
(1,786
|
)
|
|||
Debt
financing costs
|
(1,672
|
)
|
(9,513
|
)
|
|||
Derivative
unrealized fair value loss
|
(314
|
)
|
(3,327
|
)
|
|||
Net
loss
|
$
|
(2,530
|
)
|
$
|
(15,394
|
)
|
For
the nine
months
ended
September
30,
2006
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||
Net
loss
|
$
|
(15,394
|
)
|
|
Adjustments
to reconcile net income to net cash used in operating
activities
|
||||
Amortization
of debt issue costs
|
821
|
|||
Amortization
of discount on convertible notes and warrants
|
7,871
|
|||
Derivative
unrealized fair value loss
|
3,327
|
|||
Discount
on converted shares and exercised warrants
|
1,146
|
|||
Issue
of common stock for services
|
21
|
|||
Changes
in operating assets and liabilities:
|
||||
Advance
to subsidiaries
|
(1,090
|
)
|
||
Increase
in other payable
|
303
|
|||
Increase
in penalty payable
|
821
|
|||
Decrease
in restricted cash
|
382
|
|||
Net
cash used in operating activities
|
(1,792
|
)
|
||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||
Exercise
of warrants
|
1,800
|
|||
Net
cash provided by financing activities
|
1,800
|
|||
Net
increase in cash and cash equivalents
|
8
|
|||
Cash
and cash equivalents at beginning of period
|
—
|
|||
Cash
and cash equivalents at end of period
|
$
|
8
|
Initial
Filing
|
Restatement
|
Restated
|
||||||||
ASSETS
|
||||||||||
CURRENT
ASSETS
|
||||||||||
Cash
and cash equivalents
|
$
|
19,543
|
$
|
—
|
$
|
19,543
|
||||
Restricted
cash
|
233
|
—
|
233
|
|||||||
Accounts
receivable, net
|
7,972
|
—
|
7,972
|
|||||||
Other
receivables
|
|
|||||||||
-
Related parties
|
15
|
—
|
15
|
|||||||
-
Third parties
|
39
|
—
|
39
|
|||||||
Advances
to suppliers
|
1,199
|
—
|
1,199
|
|||||||
Deferred
charges
|
402
|
—
|
402
|
|||||||
Inventories
|
13,600
|
—
|
13,600
|
|||||||
Total
current assets
|
43,003
|
—
|
43,003
|
|||||||
PROPERTY,
PLANT AND EQUIPMENT, NET
|
10,112
|
—
|
10,112
|
|||||||
INTANGIBLE
ASSETS, NET
|
3,749
|
—
|
3,749
|
|||||||
TOTAL
ASSETS
|
$
|
56,864
|
$
|
—
|
$
|
56,864
|
Initial
Filing
|
Restatement
|
Restated
|
||||||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||||
CURRENT
LIABILITIES
|
||||||||||
Current
portion of long-term debt
|
||||||||||
-
Related party
|
$
|
1,300
|
$
|
—
|
$
|
1,300
|
||||
Accounts
payable
|
||||||||||
-
Related party
|
228
|
—
|
228
|
|||||||
-
Third parties
|
2,282
|
—
|
2,282
|
|||||||
Other
payables
|
||||||||||
-
Related party
|
889
|
—
|
889
|
|||||||
-
Third parties
|
1,595
|
—
|
1,595
|
|||||||
Accrued
expenses
|
599
|
—
|
599
|
|||||||
Income
taxes payable
|
2,453
|
—
|
2,453
|
|||||||
VAT
payable
|
535
|
—
|
535
|
|||||||
Distribution
payable
|
1,013
|
—
|
1,013
|
|||||||
Penalty
payable
|
821
|
—
|
821
|
|||||||
Total
current liabilities
|
11,715
|
—
|
11,715
|
|||||||
LONG-TERM
LIABILITIES
|
||||||||||
Long-term
debt
|
||||||||||
-
Related party
|
10,725
|
—
|
10,725
|
|||||||
Convertible
notes
|
5,438
|
—
|
5,438
|
|||||||
Derivative
conversion feature
|
4,676
|
—
|
4,676
|
|||||||
Derivative
warrants
|
12,970
|
—
|
12,970
|
|||||||
Total
long-term liabilities
|
33,809
|
—
|
33,809
|
TEMPORARY
EQUITY
|
||||||||||
Option
to buy-out Shanxi Coal
|
—
|
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 82,952,667
|
83
|
—
|
83
|
|||||||
Paid-in
capital
|
11,252
|
—
|
11,252
|
|||||||
11,335
|
—
|
11,335
|
||||||||
Less:
reclassified to temporary equity
|
—
|
(2,717
|
)
|
(2,717
|
)
|
|||||
Statutory
surplus reserve fund
|
1,366
|
—
|
1,366
|
|||||||
Accumulated
deficit
|
(2,063
|
)
|
—
|
(2,063
|
)
|
|||||
Accumulated
other comprehensive income
|
702
|
—
|
702
|
|||||||
Total
stockholders’ equity
|
11,340
|
(2,717
|
)
|
8,623
|
||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
56,864
|
$
|
—
|
$
|
56,864
|
Securities
and Exchange registration fee
|
$
|
1,466.37
|
||
Legal
fees and expenses
|
$
|
280,000
|
||
Accounting
fees and expenses
|
$
|
96,500
|
||
Blue
sky fees and expenses
|
$
|
3,000
|
||
Transfer
Agent and Registrar fees and expenses
|
$
|
20,000
|
||
Miscellaneous
|
$
|
33,577
|
||
Total:
|
$434,543.37
|
|
||
Shareholder
|
Number
of
Penalty
Shares
|
|||
Silver
Rock I, Ltd.
|
11,573
|
|||
Alpha
Capital AG
|
16,202
|
|||
Anasazi
Partners III Offshore, Ltd.
|
9,258
|
|||
Anasazi
Partners III, LLC
|
13,887
|
|||
Anima
S.G.R.p.A. RUBRICA ANIMA EMERGING MARKETS
|
9,258
|
|||
Anima
S.G.R.p.A. RUBRICA ANIMA FONDO TRADING
|
25,460
|
|||
Baker,
Adrienne
|
1,157
|
|||
Baker,
Christopher
|
9,258
|
|||
Banca
Gesfid
|
18,516
|
|||
Barish,
Michae
|
4,629
|
|||
Barletta,
Joseph & Karen JTWROS
|
1,157
|
|||
Baum,
David
|
9,258
|
|||
Beeman
Insurance Agency Inc.
|
1,157
|
|||
Brahmbhatt,
Bimalkumar P.
|
1,157
|
|||
Carter,
Janet
|
1,157
|
|||
Chelverton
Dividend Income Fund Limited (now known as CIM Dividend Income
Fund)
|
25,460
|
|||
Chilcott,
John
|
2,315
|
|||
Cimarolo
Partners, LLC
|
4,629
|
|||
Conn,
Michael
|
1,157
|
|||
Crestview
Capital
|
46,290
|
|||
Datsopoulos,
Milton
|
4,629
|
|||
DD
Euro Growth Fund
|
2,315
|
|||
DD
Growth Premium Fund
|
2,315
|
|||
DiPietro,
Robert
|
1,157
|
|||
Double
U Master Fund L.P.
|
4,629
|
|||
Dowling,
Victor & Jody JTWROS
|
6,944
|
|||
Erigero,
Greg
|
1,157
|
|||
F.
Berdon Co. L.P.
|
5,786
|
|||
Flynn,
Jason
|
1,157
|
|||
French,
David
|
2,315
|
|||
Fuller,
James W.
|
1,157
|
|||
Gerdz
Investments Limited Partnership, RLLLP
|
1,157
|
|||
Gibson
Living Trust
|
1,157
|
|||
Grose,
D. Austin
|
2,315
|
|||
H.L.
Severance Inc., Pension Plan & Trust
|
2,315
|
|||
H.L.
Severance Inc., Profit Sharing Plan & Trust
|
3,472
|
|||
Hodel,
Ann
|
1,157
|
|||
Hollman,
Mark & Stacia (Tenants by Entirety)
|
1,157
|
|||
Hollman,
Scott
|
2,315
|
|||
Jayhawk
China Fund (Cayman) Ltd
|
15,044
|
|||
Johnson,
Bruce
|
3,472
|
|||
Kahn,
Sheldon & Liron, Sarah (Community Property)
|
9,258
|
Shareholder
|
Number
of
Penalty
Shares
|
|||
Katz,
Michael
|
2,315
|
|||
Lapidus,
Robert & Donna JTWROS
|
1,157
|
|||
Lemak,
John S.
|
4,629
|
|||
Levy,
David
|
1,157
|
|||
Levy,
Peter
|
2,315
|
|||
Masters,
Paul IRA
|
2,315
|
|||
Micek
II, John Revocable Trust Dated 03/27/03
|
3,472
|
|||
Micek
III, John
|
4,629
|
|||
Micek,
Maurice & Jennifer JTWROS
|
3,472
|
|||
Micek,
Maurice Custodian for Andrew Micek
|
1,157
|
|||
Micek,
Maurice Custodian for Benjamin Micek
|
1,157
|
|||
Murphy,
Brian
|
1,157
|
|||
Nite
Capital LP
|
6,944
|
|||
Ossellos
of Butte Profit Sharing Trust FBO Guy J. Ossello ttee
|
1,157
|
|||
Parsley,
Rod
|
1,157
|
|||
Perinvest
Dividend Equity Fund Limited
|
6,944
|
|||
Wachovia
FBO PerInvest Special Situations
|
4,629
|
|||
Peterson,
Jerry
|
2,315
|
|||
Petrino,
William
|
1,157
|
|||
Philadelphia
Health & Education Corporation
|
1,157
|
|||
Professional
Traders Fund, LLC
|
4,629
|
|||
Purvis,
Steve
|
2,315
|
|||
Rock
Associates c/o Stuart Schapiro
|
2,315
|
|||
Samuels,
Leonard & Kaplan-Samuels, Leah JTWROS
|
3,472
|
|||
Sandor
Capital Master Fund, L. P.
|
23,145
|
|||
Severance,
H. Leigh
|
5,786
|
|||
Silicon
Prairie Partners, L. P.
|
6,944
|
|||
Simgest
(Italy)
|
46,290
|
|||
Southridge
Partners, LP
|
24,302
|
|||
Stowell,
Kurt
|
1,157
|
|||
Thompson,
Jack
|
3,472
|
|||
Ungar,
Jonathan
|
4,629
|
|||
Vicis
Capital Master Fund
|
23,145
|
|||
Vision
Opportunity
|
11,573
|
|||
Vision
Opportunity Master Fund
|
16,202
|
|||
Weissenberger,
Erich
|
11,573
|
|||
Whalehaven
Capital Fund Limited
|
27,774
|
|||
White
Sand Investors
|
2,315
|
|||
Wrolstad,
Christopher
|
2,315
|
|||
Zelinger,
Steven & Gordon, Lisa (Community Property)
|
1,157
|
|||
Whitehorse
Capital
|
2,315
|
|||
JP
Carey
|
2,315
|
|||
Granada
|
2,315
|
|||
Maytiv
|
1,736
|
|||
Alexander
Westcott & Co
|
579
|
|||
Sage
Capital Investments
|
1,157
|
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 6/29/05 by and among Keating Revenue Merger Fund,
LLC,
Zhao Ming and Other Shareholders (Incorporated by reference to Exhibit
4.1
of the Registration Statement of the Company File on Form SB-2/A
filed on
March 10, 2006).
|
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. (now known as Shanxi Putai Resources Limited),
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 of the Registration
Statement of the Company File on Form SB-2/A filed on March 10,
2006)
|
10.17
|
Clean
Coal Supply Contract - Handan Steel & Iron Joint-Stock Co., Ltd.
(incorporated by reference to Exhibit 10.17 of the Registration Statement
of the Company File on Form SB-2/A filed on March 10,
2006)
|
10.18
|
Clean
Coal Supply Contract - Tangshan Steel & Iron Group Co., Ltd.
(incorporated by reference to Exhibit 10.18 of the Registration Statement
of the Company File on Form SB-2/A filed on March 10,
2006)
|
10.19
|
Clean
Coal Supply Contract - Capital Steel & Iron Group Mineral Co.
(incorporated by reference to Exhibit 10.19 of the Registration Statement
of the Company File on Form SB-2/A filed on 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 of the
Registration Statement of the Company File on Form SB-2/A filed on
March
10, 2006)
|
10.21
|
Clean
Coal Supply Letter of Intent - Sinochem Corporation (incorporated
by
reference to Exhibit 10.21 of the Registration Statement of the Company
File on Form SB-2/A filed on March 10, 2006)
|
10.22
|
Clean
Coal Supply Contract - Shanxi Changzhi Steel Group Raw Material Co.
Ltd.
(incorporated by reference to Exhibit 10.22 of the Registration Statement
of the Company File on Form SB-2/A filed on March 10,
2006)
|
10.23
|
Clean
Coal Supply Contract - Baotou Steel Group Resources Supplying Company
(incorporated by reference to Exhibit 10.23 of the Registration Statement
of the Company File on Form SB-2/A filed on March 10,
2006)
|
10.24
|
Clean
Coal Supply Contract - Shandong Haihua Group (incorporated by reference
to
Exhibit 10.24 of the Registration Statement of the Company File on
Form
SB-2/A filed on 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. (now
known
as Shanxi Putai Resources Limited) (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 (incorporated by reference to Exhibit 10.26
of
the Registration Statement of the Company File on Form SB-2/A filed
on
March 10, 2006)
|
10.27
|
Summary
of Clean Coal Supply Arrangement - Liulin Coal Cleaning
Plant
|
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
|
*23.1
|
Consent
of Moore Stephens
|
* |
Filed
herewith
|
PUDA
COAL, INC.
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|
|
|
|
By:
/s/ Zhao Ming
Zhao
Ming
Chief
Executive Officer and President
|
|
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||
Signature
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Title
|
Date
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||
/s/ Zhao
Ming
|
Chief
Executive Officer, President and Chairman of the Board
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March 21,
2007
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||
Zhao Ming | (Principal Executive Officer) | |||
/s/ Jin
Xia
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Chief
Financial Officer
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March 21,
2007
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||
Jin Xia | (Principal Financial Officer) | |||
Exhibit
No.
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Exhibits
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3.1
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Articles
of Incorporation (incorporated by reference to Current Report of
the
Company on Form 8-K file September 21, 2005)
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3.2
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By-Laws
(incorporated by reference to Exhibit 3.2 to SB-2/A , File #333-85306
filed on April 1, 2003)
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4.1
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Voting
Agreement dated 6/29/05 by and among Keating Revenue Merger Fund,
LLC,
Zhao Ming and Other Shareholders (incorporated by reference to Exhibit
4.1
to SB-2/A , File # 333-130380 filed on March 10, 2006)
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10.1
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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)
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10.2
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Exchange
Agreement by and among Purezza Group, Inc., Taiyuan Putai Business
Consulting Co., Ltd. (now known as Shanxi Putai Resources Limited),
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
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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)
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10.4
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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)
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10.5
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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)
|
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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)
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10.7
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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)
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10.8
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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
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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)
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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)
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10.14
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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)
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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)
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10.16
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Clean
Coal Supply Contract - Taiyuan Steel & Iron (Group) Raw Material Trade
Co., Ltd. (incorporated by reference to Exhibit 10.16 to SB-2/A ,
File #
333-130380 filed on March 10, 2006)
|
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10.17
|
Clean
Coal Supply Contract - Handan Steel & Iron Joint-Stock Co., Ltd.
(incorporated by reference to Exhibit 10.17 to SB-2/A , File # 333-130380
filed on March 10, 2006)
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|
10.18
|
Clean
Coal Supply Contract - Tangshan Steel & Iron Group Co., Ltd.
(incorporated by reference to Exhibit 10.18 to SB-2/A , File # 333-130380
filed on March 10, 2006)
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10.19
|
Clean
Coal Supply Contract - Capital Steel & Iron Group Mineral Co.
(incorporated by reference to Exhibit 10.19 to SB-2/A , File # 333-130380
filed on March 10, 2006)
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|
10.20
|
Clean
Coal Supply Letter of Intent - Shanxi Coal Import & Export Group
Luliang Branch(incorporated by reference to Exhibit 10.20 to SB-2/A
, File
# 333-130380 filed on March 10, 2006)
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10.21
|
Clean
Coal Supply Letter of Intent - Sinochem Corporation(incorporated
by
reference to Exhibit 10.21 to SB-2/A , File # 333-130380 filed on
March
10, 2006)
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10.22
|
Clean
Coal Supply Contract - Shanxi Changzhi Steel Group Raw Material Co.
Ltd.
(incorporated by reference to Exhibit 10.22 to SB-2/A , File # 333-130380
filed on March 10, 2006)
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10.23
|
Clean
Coal Supply Contract - Baotou Steel Group Resources Supplying Company
(incorporated by reference to Exhibit 10.23 to SB-2/A , File # 333-130380
filed on March 10, 2006)
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10.24
|
Clean
Coal Supply Contract - Shandong Haihua Group (incorporated by reference
to
Exhibit 10.24 to SB-2/A , File # 333-130380 filed on 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. (now
known
as Shanxi Putai Resources Limited) (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 (incorporated by reference to Exhibit
10.26 to SB-2/A , File # 333-130380 filed on March 10,
2006)
|
|
10.27
|
Summary
of Clean Coal Supply Arrangement - Liulin Coal Cleaning
Plant
|
|
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
|
|
23.1*
|
Consent
of Moore Stephens
|
|
* |
filed
herewith
|