Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2010

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from _________ to _________


Commission file number 000- 52579

SMARTPAY EXPRESS, INC.
(Exact name of small business issuer as specified in its charter)


Nevada
 
    20 - 1204606
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)


5th Floor, Chigo Sales Center,
Fenggang Road, Lishui Town, Nanhai
Guangdong Province, The People’s Republic of China
(Address of principal executive offices)


011-86-757-88781771
(Issuer's telephone number)

(Former name, address and fiscal year, if changed since last report)

 
Securities registered under Section 12(b) of the Exchange Act: None

 
Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $.001 per share
(Title of Class)
 
 
 

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No x
 
Check whether the issuer: (1) filed all reports required to be filed by Sections 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x   No  o
 
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X|
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer |_|                                Accelerated filer |_|
 
Non-accelerated filer |_|                        Smaller reporting company |X|
 
Indicate by check mark whether   the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x
 
Issuer's revenues for its most recent fiscal year were $1,462,296
 
As of June 30, 2010, which was the last business day of the registrant most recent second fiscal quarter, the aggregate market value of the registrant Common Stock held by non-affiliates of the registrant was $73,537.35 based on the closing sale price of $0.15 per share on that date.
 
As of the date of this report , there were outstanding 1,292,166 shares of the issuer's common stock, par value $.001.
 
 
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EXPLANATORY NOTE
 
Smartpay Express, Inc. has amended its Form 10-K for the period ended December 31, 2010, previously filed by revising Item 7 of Part II, Item 15 of Part III, Exhibit 31 and Exhibit 32, and other revisions consistent with comments from the Securities and Exchange Commission dated June 3, 2011.

 
TABLE OF CONTENTS

   
Page Number
 
Part I
 
     
Item
   
     
1.
Business
4
     
2.
Properties
11
     
3.
Legal Proceedings
11
     
4.
Submission of Matters to a Vote of Security Holders
11
     
 
Part II
 
     
5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
11
     
6.
Selected Financial Data
13
     
7.
 Management's Discussion and Analysis of Financial Condition and Results of Operations
13
     
7A.
Quantitative and Qualitative Disclosures About Market Risk
19
     
8.
Financial Statements and Supplementary Data
20
     
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
47
     
9A.
Controls and Procedures
47
     
9A(T).
Controls and Procedures – Internal Control Over Financial Reporting
48
     
9B.
Other Information
48
     
 
Part III
 
     
10.
Directors, Executive Officers and Corporate Governance
48
     
11.
Executive Compensation
50
     
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
52
     
13.
Certain Relationships and Related Transactions, and Director Independence
53
     
14.
Principal Accountant Fees and Services
53
     
 
Part IV
 
     
15.
Exhibits, Financial Statement Schedules and Reports on Form 8-K
54
     
 
Signature Page
55
 
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PART I

Item 1 .          Business
 
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The discussion contained in this 10-K under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussion under "Description of Business," including the "Risk Factors" described in that section, and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-K. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them.

History of Our Company

Description of SmartPay Express’s Business

SmartPay Express, Inc., a Nevada corporation (“SPYE”) was originally incorporated in June 2004 under the name of Axiom III, Inc. (“AXIO”).  AXIO was originally incorporated in Massachusetts as Axiom First Corporation on May 22, 2003. Northeast Nominee Trust owned 100% of Axiom First Corporation. AXIO also created a second corporation, Axiom Second Corporation, which was also incorporated in Massachusetts on May 22, 2003. Axiom First Corporation owned, and continues to own, 100% of its subsidiary, Axiom Second Corporation. The next month, on June 12, 2003 Duane Bennett, the Chief Executive Officer and sole Director of AXIO (“Bennett”) deeded to Axiom Second Corporation an apartment building located in Chicopee, Massachusetts. In June 2004, AXIO redomiciled from Massachusetts to Nevada by incorporating Axiom III, Inc. in Nevada, and then by agreement dated June 30, 2004 the Northeast Nominee Trust entered into a share exchange with Axiom III, Inc., in which the Trust exchanged its 100% ownership in Axiom First Corporation for 2,500,000 shares of Axiom III, Inc.  Thus, Axiom III, Inc. assumed 100% ownership of Axiom First Corporation and its subsidiary, completing the redomicile to Nevada. On October 18, 2007, AXIO entered into a stock purchase agreement with Northeast Nominee Trust to dispose of a 100% equity interest in Axiom First Corporation, the only asset of AXIO just before the share exchange on October 10, 2007 (See "Description of Eastern Concept Business" below). Since then, AXIO entirely ceased its prior business operations.

AXIO was a development stage company and owned one apartment building in Chicopee, Massachusetts. It had planned to continue in this line of business for the foreseeable future. However, the opportunity arose to consummate a reverse merger with Eastern Concept Development Ltd., a corporation organized and existing under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Eastern Concept”), and the sole Director of AXIO deemed this to be in the best interests of shareholders.  Eastern Concept’s business will be described in greater detail in the next section below.

In connection with this reverse merger, on or about November 30, 2007, AXIO’s shareholders voted to change its name to SmartPay Express, Inc. and increase its authorized common stock to 300,000,000 shares of $.001 par value.  The name change and increase in authorized capital were effective on January 8, 2008 upon filing with the State of Nevada.

SPYE is currently authorized to issue 300,000,000 shares of common stock and 5,000,000 shares of preferred stock. It currently has 1,292,166 shares of common stock, and no shares of preferred stock issued and outstanding.
 
Description of Eastern Concept’s Business

Pursuant to a Share Exchange Agreement, dated October 10, 2007 (the “Agreement”), between and among AXIO, Bennett, Eastern Concept, Mr. Benny Lee, the sole shareholder of Eastern Concept (“Eastern Concept Shareholder”), Foshan Wanzhi Electron S&T Co., Ltd., a corporation organized under the laws of the People’s Republic of China (“Foshan”),and Jun Chen, the representative of the shareholders of Foshan (“Foshan Shareholders”), the Eastern Concept Shareholder exchanged all of the share capital of Eastern Concept for 35,351,667 shares of Common Stock of AXIO, or 70.7% of the total 50,000,000 issued and outstanding shares of common stock of AXIO after giving effect to the share exchange.  As additional consideration, the Eastern Concept Shareholder agreed to pay $262,500 to the North East Nominee Trust, which is the majority shareholder of AXIO. Bennett is the trustee of the North East Nominee Trust, whose corpus is held for the benefit of his children. The Agreement was attached as exhibit 2.1 to a Form 8-K filed with the Commission on October 24, 2007, and is incorporated by reference herein.

Subsequently, Eastern Concept Corporate Consulting (Shenzhen) Limited, a company organized and existing under the laws of the People’s Republic of China (the "PRC") and a wholly owned subsidiary of Eastern Concept (“Eastern Concept Consulting”), entered into a Share Exchange Agreement, dated November 6, 2007, with the shareholders of Foshan pursuant to which the shareholders of Foshan agreed to exchange 100% of the share capital of Foshan for a purchase price of approximately $1.3 million. The share exchange transaction was consummated on November 9, 2007, and, as a result, Foshan became a wholly owned subsidiary of Eastern Concept Consulting. The Share Exchange Agreement was attached as exhibit 2.2 to a Form 8-K filed with the Commission on November 9, 2007, and is incorporated by reference hereby.

Pursuant to the Agreement, the Eastern Concept Shareholder exchanged 100% of the share capital of Eastern Concept for 35,351,667 shares of common stock of AXIO, thus causing Eastern Concept to become a wholly owned subsidiary of AXIO. Its sole asset was approximately $1.3 million in cash which was to be used to acquire Foshan. A so-called Super 8-K was filed with the Commission within four business days of the closing of this first step share exchange. In the second step, pursuant to a Share Exchange Agreement, a subsidiary of Eastern Concept acquired all of the outstanding share capital of Foshan for a purchase price of $1.3 million. Again, a so-called Super 8-K was filed with the Commission within four days of the closing of the second step acquisition of Foshan.

In addition, pursuant to the terms and conditions of the Agreement:

·
The parties to the Agreement agreed that AXIO shall not consummate a reverse stock split or any similar reclassification or combination of its common stock for a period of one year from October 1, 2007.
·
Bennett and the Northeast Nominee Trust agreed to execute and deliver to Eastern Concept a Leak-Out Agreement which limits the ability of Bennett and the Northeast Nominee Trust to sell any portion of the 1,000,000 share block of AXIO common stock retained by Bennett as part of the transaction for a period of one year from the date thereof in excess of 10,000 shares per day.
·
On the Closing Date, the Registrant paid and satisfied all of its “liabilities” as such term is defined by U.S. GAAP as of the closing.
 
 
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As a result of the exchange of a majority of AXIO’s common stock for all of the share capital of Eastern Concept, the Eastern Concept Shareholder and his designee acquired majority control of the outstanding common stock of AXIO and appointed their candidate to the Board of Directors at closing. Bennett continued to serve until the ten day period required by Rule 14f-1 expired, and then he resigned. As a result, Benny Lee was appointed as a Director, Chief Executive Officer, Chief Financial Officer and Secretary of AXIO.

On or about November 30, 2007, AXIO’s shareholders voted to change the Company’s name to SmartPay Express, Inc. (“SPYE”), and this name change became effective on or about January 8, 2008, when the name change documents were filed with the Nevada Secretary of State.  SPYE now owns and operates the business of Eastern Concept and its wholly-owned subsidiary, Foshan.

Eastern Concept is a holding company, with audited and pro forma financials presented in the Form 8-K that was filed on October 24, 2007, whose sole purpose was to effect the reverse merger with AXIO and later consummate an acquisition of the share capital of Foshan from its shareholders for approximately $1.3 million. Foshan is principally engaged in providing AIOMS smart card payment systems and related value-added services mainly in the Guangdong Province of the People’s Republic of China. Foshan is a “non-bank” card issuer/operator with support from the municipal government and approval from the People’s Bank of China to collect deposits as prepayment stored in the chip embedded in the cards that it issues.

In October 2007, Foshan Information Technology Company Limited ("Foshan Company") and third parties established two subsidiaries, Foshan JiaXun Information Technology Company Limited (“JiaXun”) and Foshan JinCheng Information Technology Company Limited ("JinCheng"), in the PRC with registered capital of RMB3,000,000 (US$410,959) and RMB4,000,000 (US$547,945), respectively.  Foshan Company owns 51% of the registered capital of each of JiaXun and JinCheng.  The principal activity of JiaXun is the provision of information system and network services while JinCheng owns an operating right in respect of certain equipment for a smartcard system to be installed in schools located in the ShanCheng District, Foshan, the PRC.

In February 2008, Foshan disposed of a 45% equity interest in Foshan Company at a consideration of US$410,961 (the “Disposal”). As a result of the Disposal. SPYE held a 55% equity interest in Foshan Company through Foshan.

In April 2008, JinCheng acquired a 30% equity interest in Foshan KaiEr Information Technology Company Limited (“KaiEr”), a company incorporated in the People’s Republic of China and engaged in the development of technology for networks and computers and business advisory service, at a consideration of US$18,362.

In September 2008, Foshan Company disposed of its entire 51% equity interest in JiaXun at a consideration of US$221,739, which resulted in a gain of US$658 which was recorded in the condensed consolidated statements of operations of SPYE.

In March 2009, Foshan Company entered into an agreement to dispose of its entire 51% equity interest in JinCheng at a consideration of US$365,217. In December 2009, Foshan Company agreed with the Purchaser to terminate the disposal as the Purchaser was unable to settle consideration as scheduled.

On February 2, 2010, Foshan acquired an additional 35% equity interest in Foshan Company at a cash consideration of US$294,118, resulting in an increase of the Company’s shareholding in Foshan Company from 55% to 90%.
 
In May 2010, Foshan disposed of its entire 90% equity interest in Foshan Company at a consideration of US$817,647, resulted in a gain of US$607,525 as recorded in the consolidated statements of operations.
 
SPYE currently has three subsidiaries: Eastern Concept, Eastern Concept Consulting and Foshan.  Except for Eastern Concept which is incorporated in Hong Kong, all subsidiaries are established in the People’s Republic of China (the “PRC”).
 
SPYE and its subsidiaries are collectively referred to as the “Company”.
 
The following organizational chart shows the relationship of these entities and their owners as of December 31, 2010:

                                                                                                                                         

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Introduction to the Business of Eastern Concept

Eastern Concept was incorporated in Hong Kong with limited liability on June 29, 2007 with 10,000 authorized shares with a par value of HK$1. On incorporation, one share of HK$1 each was issued at par for cash to provide initial working capital for Eastern Concept. Eastern Concept was capitalized at $1.36 million in cash and cash equivalents for the purpose of making the acquisition of Foshan.

Eastern Concept, through its wholly owned subsidiary, Eastern Concept Consulting, has consummated an agreement to acquire 100% of the share capital of Foshan from the Foshan Shareholders.   Eastern Concept is a holding company, with audited and pro forma financials presented in the Form 8-K that was filed on October 24, 2007, whose sole purpose was to effect the reverse merger with AXIO and later acquire the share capital of Foshan from its shareholders for approximately $1.3 million.

Introduction to the Business of Foshan and its Subsidiaries (hereafter "Foshan" refers to Foshan Wanzhi Electron S&T Company Limited and its subsidiaries)

Foshan is principally engaged in providing smart card payment systems and related value-added services mainly in the Guangdong province of the People’s Republic of China. Foshan is a “non-bank” card issuer/operator with support from the municipal government and approval from the People’s Bank of China to collect deposits as prepayments stored in the chip embedded in the smart card.

Foshan was founded in 2005 by Mr. Li Xinghao, an entrepreneur from Foshan, Guangdong Province in the People’s Republic of China. He is committed to integrated smart card business operations with the AIOMS Card. Foshan’s mission is to provide people with a lifestyle of convenience, applicability and point accumulation loyalty programs. The management team at Foshan is determined to build its operations into one of the leaders in the AIOMS Card market.

Foshan is a successful operator of All-in-One Municipal Service Cards (the AIOMS Card). The AIOMS Card has a built-in microchip containing an electronic purse and other applications which can accurately record the holder’s transaction details. Examples of AIOMS Card uses include, but are not limited to, the following: VIP shopping cards, prepaid phone cards, municipal travel cards, student security cards, corporate employee cards and lottery sales cards.
 
Foshan has opened branches in the city of Foshan in Guangdong Province. It currently has 2 card equipment and software development staff members, 10 marketing personnel, 2 finance personnel, 3 business and customer service personnel.

Since its establishment, Foshan has experienced significant growth in the market. With rising demand for its products and services, Foshan intends to expand its business scope further throughout China.

Detail of Foshan’s Operations

Foshan is principally engaged in providing smart card payment systems and related value-added services through the operation of the AIOMS Card. Each AIOMS card has a built-in microchip containing an Electron S&T purse and other applications which can accurately record the holder’s transactions details. The government issues unique operating licenses of the all-in-one municipal cards for the operator of each major city. Based on the current operating license of the AIOMS card in the city of Foshan, Foshan aims to build a clearance payment and management system for the AIOMS cards as well as to offer value added services including the fixed and mobile information channels.

Foshan generates revenue from merchant discounts offering; prepaid card fees; and interest on stored value of the AIOMS cards. The AIOMS cards consist of 5 major operating areas of products and services, they include:

·
Government services: offer payment services of social security; medical; government reimbursement and transfer for applicable government services;
·
Municipal utilities services: offer payment services of public transportation; library and cultural facilities; and other public services;
·
E-money services:  offer petty Electron S&T payment services for expenditures in merchant stores; fast food stores; and other available member merchants;
·
Data providing services:  offer database of services and consumption patterns of users for analyzing effective consumer behaviors; offer information distribution services such as SMS; email; website information to targeted users according to businesses and institutions’ preferences.
·
Value-added services: offer specific services such as employee cards which allow internal wage settlement, shopping payment and remote remittance; student cards which stores student academic results as well as government subsidized assistances; and sales agent which includes prepaid phone cards, game cards, and lottery tickets.
 
As of December 31, 2010, the Company has been mainly engaged in the provision of school smartcard system and related value-added services primarily in Guangdong province, the PRC.  Approximately 86% of the total service income of $1,462,296 was generated from Nanhai project and the New Schools Smartcard System for the year ended December 31, 2010, as compared to 68% for the year ended December 31, 2009.  The remaining 14% of the total service income for the year ended December 31, 2010 was related to sales of IC cards and equipments to a third party while the remaining 32% of income in 2009 mainly represented one-off sales of software and technique to a third party.  Foshan considers that those transactions are auxiliary to its core business and they would not become the principal activities of Foshan.
 
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How Much Foshan Sells

Our net sales to unaffiliated customers for the period from January 1, 2010 to December 31, 2010 were approximately $1,462,296. All operating revenues were generated from providing our smart card system and other services to various third parties.

Where Foshan Does Business

Currently, Foshan operates its AIOMS card payment system and related value-added services from its headquarters in Nanhai District, Foshan City, Guangdong Province, the PRC, with population of over 7 million. There are several smart card operators in China and the government intends to designate one operator in each of the major cities. Existing operators include the ones in the cities of Guangzhou; Zhuhai; Shanghai and Beijing.

Where Foshan is Headed

Our strategies for achieving continued success include:

·
Acquire operating licenses for other AIOMS card from the government in other major cities with no current operators, including targeted city of Dongguan;
·
Merge and acquire existing AIOMS card businesses from current operators, including the Guangzhou operator; and
·
Acquire related value-added services businesses so as to provide turnkey services for card users.

Foshan’s sources of revenues

The revenues of our AIOMS Cards operations will come from increased card usage and the development of new types of cards for sale. Additional sources including the following:

·
Commissions from petty payment and settlement for the citizen cards;
·
Monthly maintenance fees from the student cards;
·
Commissions from shopping and transfer services from the employee cards;
·
Commissions from petty payment and settlement for the municipal travel cards;
·
Commissions from consumption activities of the VIP merchant cards; and
·
Income from providing database of consumption patterns to businesses and institutions.

Factors that affect sales volumes for AIOMS cards include:

·
World gross domestic product growth
·
Number of AIOMS card operators acquired and
·
Development of additional value-added services

Factors that affect the prices for AIOMS cards include:

·
World economic environment
·
Relative strength of the Chinese RMB
·
Quality of services provided
·
Abundance of services provided

Analysis of the Markets for Smart Cards and AIOMS Cards

Smart cards, which are intended primarily for electronic payment and identification purposes, are being used in a wide range of fields, particularly the public transportation sector, and have become an important hi-tech means to facilitate the development of urban transportation fee collections and management of municipal infrastructure service sectors. Thanks to superb capabilities in moving object identification and processing of non-contact integrated circuit cards (“IC card”), the all-in-one public transportation card system has become the largest application of non-contact cards. With the continued development of technologies, standards and applications/products, the all-in-one public transportation card system, primarily through the means of non-contact cards, has been thriving in China.

In early 1998, the non-contact IC card based (including magnetic cards) automatic ticket checking system was employed in the number 1 and 2 subway line in Shanghai. This proved to be a successful application of non-contact IC cards in the urban rail transportation sector. In the same year, the LEGIC non-contact IC traffic system was deployed in Shenzhen and resulted in similar successes.
 

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In view of the characteristics of the municipal traffic management systems in China and the applications of non-contact IC cards, the Chinese government has made great efforts to integrate resources for public transportation infrastructure development, construction, operation and management sectors. As a matter of fact, the real purpose of municipal all-in-one cards is to allow reasonable allocation and integration of the valuable resources in the public transportation management and operation sectors, and to keep the public transportation IC card payment system under the macro-control of the government. While trying to do more with less, it is seeking to allow citizens (i.e., the end users) to share the benefits of the all-in-one card system with the lowest possible cost. The deployment of all-in-one card systems can also comprehensively improve the management and service standards of the public transportation sector.

So far, all-in-one municipal transportation card systems, also known as AIOMS cards, have been deployed or are being deployed in a number of major cities, including Shanghai, Beijing, Guangzhou, Shenzhen, Dalian, Wuhan, Nanjing, Tianjin, Shenyang and Foshan. There are also many smaller cities that are planning to deploy or have deployed the AIOMS Card. Notably, with approximately 6 million cards issued and with coverage across all public transportation, subway, taxi and ferry sectors, the AIOMS Card in Shanghai represents the most significant application of this technology in China’s cities.

One well regarded system is the Octopus system operating in Hong Kong, which has proven to be a very successful case for the application, operation and management of AIOMS card systems. In Hong Kong, 13 million cards have been issued, totaling an annual transaction volume of HKD 25 billion. The system is extensively used for payment of fares and petty expenses in the urban railway and public transportation sectors. The Octopus system is today the primary payment means of Hong Kong citizens for public transportation services. At the same time, the extensive use of pre-paid cards (over 70% in the urban rail traffic sector) has greatly reduced the use of one-way tickets, substantially saving operation and management costs for the system.

Worldwide, all-in-one municipal transportation card systems have been deployed in Singapore, London, Rome, Seoul/Pusan, Tokyo and a number of other cities. Particularly in Singapore and Seoul/Pusan, the all-in-one municipal transportation card system is being used on extremely large scales. The Octopus system and other successful AIOMS Card systems around the world all share many similarities, including: 1) they all started in the urban rail transportation sector and later expanded into the public transportation system; 2) they all attached significant importance to the settlement system, card issuance, pre-payment deposit system and, particularly, the service functions of the all-in-one card systems; and 3) they have been able to achieve an overall balance of economic and social benefits for owners and operators of the systems through market-oriented measures.

Competition

The competition of the all-in-one municipal card industry in China is mainly derived from the ability of acquiring operation licenses and attracting of clients of value-added services. Currently in the Chinese market, the management believes that there is no other company implementing a similar AIOMS Card operation model as that of Foshan. However, a number of larger players are beginning to experiment in the sector, and competitors are thus emerging, including:

1)   AIOMS Card operator -- Yangchengtong
Yangchengtong in Guangzhou is engaged in the all-in-one public transportation card business and its most distinct advantage is its large user base. However, it has notable vulnerabilities due to limitation of historical corporate infrastructure, which results in an inability to transform its citizen cards into inscribed cards for intra-industry operation.  The company has experienced weak performance in the past and is unable to make a desirable profit.

2)    Jiaxiaotong operators
While electronic payment is stymied by a number of challenges in the municipal service sector that is dominated by “all-in-one public transportation cards,” the “all-in-one education card”-dominated education payment sector is on the fast track, due mainly to the support of government policies and market demands. There are a large number of such operators nationwide. Most of these operators are derived from companies formerly engaged in developing the IT structure of the education sector, and they maintain their advantages in terms of experience in the education industry. However, with a vision limited to their existing industry, they have not been able to obtain AIOMS Card operation licenses, not to mention crossing over the threshold of the overall capability needed for the operation of the AIOMS Card.  Currently, most of these operators are still making losses or are barely profitable.  In view of their scales and resources, no integrated operator with a similar communication, financial and payment operation to that of Foshan is in the market or is expected to emerge in the near future. This situation provides Foshan with abundant user resources and valuable market opportunities.


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3)    Industry leaders
With the expansion of the “all-in-one education card” in the municipal service card sector, many industry leaders are incorporating the service into their core business through cooperation programs. The service development experienced by Foshan shows that China Mobile, China Telecom and China Unicom have approved “all-in-one education card" operators as the key content providers for their SMS services.  In the meantime, mainstream operators in both the telecom and the cable broadband industries have accepted the “all-in-one education card” as their key content provider partners. Industrial and Commercial Bank of China and Bank of China view the smart student card operators in the “all-in-one education card” sector as their core industrial partners. After the implementation of pilot projects in initial stages, these industrial leaders have found their own vulnerabilities in terms of industrial experience and resource restrictions, and are turning towards cooperation with industrial chains. They therefore pose little competitive threat.

Competitive Advantages and Strategy

The Company believes that its product formulations, price points, relationships, infrastructure, proven quality control standards, and reputation represent substantial competitive advantages. In particular, as compared with existing rival products and services in the market, Foshan’s products have a number of advantages:

1)  
Industrial advantages: in addition to using the same municipal card license that many companies in the industries hold, Foshan also has card application development and services experience, which have differentiated Foshan from its rivals.  In addition to the petty payment settlement platform, Foshan also offers a portfolio of educational, medical, business, and merchant service products, which most of its rivals do not.  In general, Foshan holds distinct advantages in terms of card management and operation, value-added services, and comprehensive product series.

2)  
Service advantages: By leveraging the global service structure of Chigo Group which has established an extensive service network that guarantees long-term stable operations.

3)  
Current partners advantages:

·
Chigo Group (based in Guangdong Province): a well-known brand in the home electrical appliance industry, with a well-established after-sales service network across China and other countries; the core partner of Foshan; and
·
China Mobile: our quality service provider

 
In comparison to Chinese competitors, the Company believes it possesses superior technological expertise, products, marketing knowledge, and global relationships.

Growth Strategy

The Company’s vision is to become one of the market leaders in the AIOMS Card Industry which offers superior value-added services for card users. Management intends to grow the Company’s business by pursuing the following strategies:

·
Grow capacity and capabilities in line with market demand increases.
·
Enhance leading-edge technology through continuous innovation, research and study.
·
Continue to improve operational efficiencies and use of nearly all technical advantages.
·
Further expand into higher value-added segments of the smart card industry.
·
Build a strong market reputation to foster and capture future growth in China.

Existing Facilities

The Company is located at Feng Gang Road, Lishui, Nanhai District, Foshan City, Guangdong Province, the People’s Republic of China, with a total office space of approximately 9,000 square feet.


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Sales and Marketing

Foshan has a current sales and marketing force of 10 personnel, who report to Foshan’s headquarters in Nanhai District, Foshan City and are assigned to our consumers’ offices from time to time for after-sales support. Foshan’s marketing strategy is to explore applications for specific regions and industries as follows:

1)  
In the education industry, Foshan is going to leverage the government policy in favor of all-in-one education cards and adopt a low-profit-margin business model to supply and provide free equipment as well as equity investment to expand our customer base in the all-in-one education card sector.  Correlating with the new curriculum reform and the college enrollment examination system reform, we are going to cooperate with industrial leaders to a) expand our portfolios with applications for student performance assessment and general performance assessment, b) increase the scope of education services and improve the loyalty program of all-in-one education card users; and c) solidify our leadership in the all-in-one education card sector;

2)  
Foshan will then build on its base of existing operations in the education industry to expand its business into a number of other sectors, including transportation, retail, cultural and medical, and to promote the development and operation of AIOMS Cards through building up of industrial applications;

Intellectual Property

Foshan owns the operating right from the Chinese government for the all-in-one municipal smart card system in Nanhai district of Foshan City, Guangdong Province, the People’s Republic of China.

Customers

From January 1, 2010 to December 31, 2010, the Company achieved revenues of $1,462,296. During the same period, the Company’s top five customers - ranked by the sales amount sold to each customer - contributed $1,286,039 in revenues. The following table depicts the top five customers for the period from January 1, 2010 through December 31, 2010.
 
 
Name of Customer
 
Sales
 
% of Total Sales
China Mobile Foshan Branch
 
$
471,041
 
32.2%
China Mobile Maoming City Branch
 
$
456,203
 
31.2%
China Mobile Qingyuan City Branch
 
$
162,873
 
11.1%
Daokedao SoftCo., Ltd
 
$
134,254
 
9.2%
China Mobile Shanwei City Branch
 
$
61,668
 
4.2%
TOTALS
 
$
1,286,039
 
87.9%
 
Regulation

The Company is subject to regulation by both the PRC central government and by local government agencies. Since its inception, the Company has been in compliance with applicable regulations.

All all-in-one municipal smart card operators are required to have operating licenses for the right to operate in designated cities in the People’s Republic of China.

Employees

The Company currently has 17 full time employees.
 

-10- 
 

 

Forward-Looking Statements

This Report on Form 10-K contains forward-looking statements. To the extent that any statements made in this Report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “may,” “anticipates,” believes,” “should,” “intends,” “estimates,” and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements.  Such risks and uncertainties are outlined in “Risk Factors” and include, without limitation, SPYE’s ability to raise additional capital to finance its activities; the effectiveness, profitability, and the marketability of its products; legal and regulatory risks associated with the Agreement; the future trading of the common stock of SPYE; the ability of SPYE to operate as a public company; its ability to protect its proprietary information; general economic and business conditions; the volatility its operating results and financial condition; its ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed from time to time in its filings with the SEC, or otherwise.

Information regarding market and industry statistics contained in this Report is included based on information available to SPYE that it believes is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. SPYE has not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. SPYE does not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.

Item 2 .      Properties

The Company does not own any real property. Foshan leases approximately 9,000 square feet of office space in Foshan City. 

Item 3 .      Legal Proceedings

We are not aware of any pending or threatened legal proceedings in which the Company or its subsidiaries are involved. In addition, we are not aware of any pending or threatened legal proceedings in which entities affiliated with our officers, directors or beneficial owners are involved.

Item 4.     Submission of Matters to a Vote of Security Holders

None.
 
PART II
 
 
Item 5.     Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Market Information

Our common stock is currently quoted on a limited basis on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “SPYE”. The quotation of our common stock on the OTCBB does not assure that a meaningful, consistent and liquid trading market currently exists.  We cannot predict whether a more active market for our common stock will develop in the future.  In the absence of an active trading market:

(1) Investors may have difficulty buying and selling or obtaining market quotations;
(2) Market visibility for our common stock may be limited; and
(3) A lack of visibility of our common stock may have a depressive effect on the market price for our common stock.

The following table sets forth the range of high and low prices of our common stock as quoted on the OTCBB during the periods indicated. The prices reported represent prices between dealers, do not include markups, markdowns or commissions and do not necessarily represent actual transactions.

     
High
   
Low
 
               
2010
First Quarter
  0.15     0.15  
 
Second Quarter
  0.15     0.15  
 
Third Quarter
  0.15     0.15  
 
Fourth Quarter
  0.02     0.02  
               
2009
First Quarter
  1.00     0.15  
 
Second Quarter
  0.15     0.15  
 
Third Quarter 
  0.15     0.15  
 
Fourth Quarter
  0.15     0.15  
 
 
-11- 
 

 

The transfer agent for our common stock is Guardian Registrar & Transfer, Inc., 7951 Southwest 6th Street, Suite 216, Plantation, FL 33324, Attn: Elson Soto, Jr. Tel: (954) 915-0105.

As of December 31, 2010, there were 146 holders of record of 1,292,166 outstanding shares of common stock of the Company.

Dividends

We have not previously paid any cash dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. It is the present intention of management to retain any earnings to provide funds for the operation and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our results of operation, financial condition, contractual and legal restrictions and other factors the board of directors deem relevant.

Equity Compensation Plans

As of December 31, 2010, we did not have any equity compensation plans.

Recent Sales of Unregistered Securities

During the year ended December 31, 2010, we did not sell any unregistered securities. 
 
Purchases of Equity Securities by Issuer and Affiliated Purchasers

We have not repurchased any of our common stock and have no publicly announced repurchase plans or programs as of December 31, 2010.


-12- 
 

 
 
Item 6.  Selected Financial Data

Not applicable.

Item 7.           Management's Discussion and Analysis of Financial Condition and Results of Operations

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This discussion contains forward-looking statements. The reader should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the company. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the company's results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the company or any other person that the objectives or plans of the company will be achieved.

OVERVIEW

We were incorporated in the State of Nevada in June 2004 to engage in any lawful undertaking.  We were a development stage company indirectly owning one apartment building in Chicopee, Massachusetts.  Pursuant to a share exchange agreement, dated October 10, 2007, the shareholders of Eastern Concept Development Limited exchanged all of its share capital for 35,351,667 shares of Common Stock of SPYE, or 70.7% of the total then 50,000,000 issued and outstanding shares of common stock of SPYE after giving effect to the share exchange.  Subsequently, on December 17, 2007, we filed a Schedule 14C for the adoption of the Company’s name of SmartPay Express, Inc. and the increase of our authorized capital to 300,000,000 shares of common stock, authorized capital shares of preferred stock remains the same as 5,000,000 shares. On November 21, 2008, we completed the one-for-fifty reverse stock split. As a result of the reverse stock split, the total number of our outstanding shares was reduced from 64,607,460 to 1,292,166.

Through its indirectly wholly-owned subsidiary, Foshan Wanzhi Electron S&T Co., Ltd. (“Foshan”), SPYE is principally engaged in providing smart card payment systems and related value-added services mainly in the Guangdong Province of the People’s Republic of China.  We are an operator of All-in-One Municipal Service Cards (“AIOMS Card”).  The AIOMS Card has a built-in microchip containing an electronic purse and other applications which can accurately record the holder’s transaction details.  Examples of the usages of AIOMS Cards include, but are not limited to, the following:  VIP shopping cards, prepaid phone cards, municipal travel cards, student cards, corporate employee cards and lottery sales cards. We have opened a branch in the city of Foshan, in Guangdong Province. The Company currently has 2 card equipment and software development staff members, 10 marketing personnel, 2 finance personnel, 3 business and customer service personnel.

The main business of the Company is all-in-one education cards system.  The service income was derived from the provision of telephone and SMS services to the parents of the students (collectively the “participants”), in various cities in Guangdong Province of the People’s Republic of China including Foshan, Maoming, Qingyuan, Shanwei, Guangzhou, Jieyang and Shunde. The Company provides a communication platform between the students and the parents of the students.  Each participated student is assigned with one “all-in-one education” smartcard which contains a built-in microchip with Electron S&T purse and other applications which can accurately record the holder’s transactions details.  When the students arrive at and leave schools, they are required to present their smartcards to the card readers, the parents of the students would then receive a SMS message.  The smartcard system enables schools and parents to check progress and information of students, and also allows them to be notified of their attendance record and examination results, etc. through short messages from mobile or fixed-line phones. The development of the Company’s all-in-one education cards system can be described by two stages in terms of different mode of operation and method of collection.

At the first stage, the all-in-one education cards system was initially named as “Nanhai project” as its operation is only in Nanhai district of Foshan in Guangdong Province.  The normal business cycle of this stage of business can be described in following sequence:

a.)  
On June 22, 2006, the Company entered into a co-operative agreement with Education Authority in the Nanhai District, Foshan to obtain the operating right for the provision of the all-in-one education card service in Nanhai district for a period of 10 years from July 1, 2006 to June 30, 2016.  As there was no operation for the first year of 2006, the operating right is amortised over its useful life of 9 years in the accounts since the year ended December 31, 2007;

 
-13- 
 

 

 
b.)  
The Company adopted a low-profit-margin business model by supplying and provisioning of free equipment to the schools in Nanhai district to expand its customer base in the all-in-one education card sector and to exchange for the operating right as mentioned in a.) above.  The cost of the computer equipment and software provided to schools in respect of the Nanhai project is capitalized and accounted for as intangible assets on the Company’s balance sheets.

c.)  
Each participant is first assigned with one “all-in-one education” smartcard and is required to pay a refundable deposit of RMB25 for each smartcard.  The deposit received from the participant is recorded in “deposits for smartcards” in the balance sheets.

d.)  
The service fee income is fixed at RMB10 per month per student for the service period stated in the return slip signed by the participants. Under this arrangement, the participant is required to pay the service fee in advance to the Company at a lump sum payment for each school year (10 months).  The Company recognises this service income over the service period stated in the return slip and service income received in advance is recorded in “temporary receipts” in the balance sheets.

e.)  
The cost of Nanhai project represented (i) rebate of 10% of its service fee income to the representatives of the Company to co-ordinate with schools, (ii) rebate to participants by way of consumption value of a smartcard payment system in Foshan amounting to 50% of the service fee income plus a travel coupon, and (iii) cost of purchase of SMS service from SMS service operator.  As a result, 60% of service income in total was provided as the cost of the project while the cost of purchase of SMS service was recognized when incurred from the commencement of operation through to August 2009.  Since September 2009, we have discontinued the promotional  rebates of consumption value of a smartcard payment system in Foshan and travel coupon, while the rebate to the Company’s representative remains the same.  As a result, from September 2009 onwards, the cost of Nanhai project comprises 10% of service income payable to the representatives of the Company and the cost of purchase of SMS service.

f.)  
The Company adopted a low-profit-margin business model by supplying and provisioning of free equipment to the schools in Nanhai district to expand its customer base in the all-in-one education card sector and to exchange for the operating right as mentioned in a.) above.  The cost of the computer equipment and software provided to schools in respect of the Nanhai project is capitalized and accounted for as intangible assets on the Company’s balance sheets.

g.)  
Each participant is first assigned with one “all-in-one education” smartcard and is required to pay a refundable deposit of RMB25 for each smartcard.  The deposit received from the participant is recorded in “deposits for smartcards” in the balance sheets.

h.)  
The service fee income is fixed at RMB10 per month per student for the service period stated in the return slip signed by the participants. Under this arrangement, the participant is required to pay the service fee in advance to the Company at a lump sum payment for each school year (10 months).  The Company recognizes this service income over the service period stated in the return slip and service income received in advance is recorded in “temporary receipts” in the balance sheets.

i.)  
The cost of Nanhai project represented (i) rebate of 10% of its service fee income to the representatives of the Company to co-ordinate with schools, (ii) rebate to participants by way of consumption value of a smartcard payment system in Foshan amounting to 50% of the service fee income plus a travel coupon, and (iii) cost of purchase of SMS service from SMS service operator.  As a result, 60% of service income in total was provided as the cost of the project while the cost of purchase of SMS service was recognized when incurred from the commencement of operation through to August 2009.  Since September 2009, we have discontinued the promotional  rebates of consumption value of a smartcard payment system in Foshan and travel coupon, while the rebate to the Company’s representative remains the same.  As a result, from September 2009 onwards, the cost of Nanhai project comprises 10% of service income payable to the representatives of the Company and the cost of purchase of SMS service.

Beginning in September 2009, the Company has introduced a new mode of operation and collection of service income namely as “New School Smartcard System ” (“new system”), although the operations of the Nanhai project as described in above still remain in effect for certain participants in the Nanhai district.  Under the new system, the Company entered into a service agreement with the Foshan branch of China Mobile, a major telecom service operator in PRC, to form a platform to provide telephone and SMS service to the participants and also provide a better way to collect the service income indirectly from China Mobile.  The normal business cycle of this new system can be described in following sequence:

a.)  
To expand the scale of services to more cities of Guangdong Province, the Company entered into service agreements with each branch of China Mobile in various cities of Guangdong Province setting out the rights and obligations of each party, amount and method of collection of service income;

b.)  
At the same time, the Company sought for participants from kindergartens and primary schools in order to expand the services in those contracted cities.  Under this new system, the Company is responsible for notifying China Mobile the communication details of the participants and providing telephone and SMS service to the participants. As the Company provides the SMS service through the existing mobile phone card of China Mobile, the participants are not required to replace the mobile sim card.

c.)  
Under this new system, the monthly service fee for each participant remains at RMB10.  China Mobile is responsible for collecting the whole amount of service fee from the participants and is entitled to 50% of the service fee. Then China Mobile would pay 30% of the service fee to the party who is responsible for setup and maintenance of machines, which may or may not be the Company which differs for different locations. The remaining 20% of the service fee is paid to the Company as a provider of operating platform of the smartcard system.

d.)  
China Mobile collects the monthly fee of RMB10 from each participant through the monthly mobile phone charge.  China Mobile would then issue a monthly statement to the Company around three weeks after the relevant month end to indicate the amount of fee income collected by China Mobile and the Company’s entitlement based on the terms of the service agreements previously entered into by each party. China Mobile normally settles the amount due within 2 - 3 months.

e.)  
Upon the implementation of the new system in Nanhai district of Foshan, the Company gives the right to the participants to choose either to use the old system or the new system from September 2009 by means of signing a return slip. This is a special arrangement for Nanhai district as it is the Company’s effort to enter into this district and signed agreements with Education Authority of Nanhai District at the beginning and China Mobile cannot put monopolize force to the existing participants to join the new system.  Those participants not choosing to use the new system are usually using other telecom service providers, i.e. China Unicom and China Telecom. Under this situation, the Company uses its existing operating platform and purchases of SMS data usage to other telecom service providers to provide the SMS service to the parent.
 
 
-14- 
 

 

RESULTS OF OPERATIONS

The following table shows selected financial data of the consolidated statements of operations of the Company and its subsidiaries for the years ended December 31, 2010 and 2009.  The data should be read in conjunction with the audited consolidated financial statements of the Company and related notes thereto.
 
( In US$ thousands except per share data)
 
Year Ended
   
% of
   
Year Ended
   
% of
 
   
Dec 31, 2010
   
Revenue
   
Dec 31, 2009
   
Revenue
 
Continuing operations
                           
                             
Operating revenues
                           
    Service Income
   
1,462
     
100.0
     
1,195
     
60.1
 
    Sale of mobile phones
   
 - 
     
-
     
 795
     
  39.9
 
                                 
Operating expenses
                               
    Subcontracting and other service costs
   
(913
)
   
(62.5
)
   
(541
)
   
(27.2
)
    Purchase of mobile phones
   
-
     
-
     
  (756
   
(38.0
    Staff costs
   
(186
)
   
(12.7
)
   
(161
)
   
(8.1
)
    Depreciation expenses
   
(19
)
   
(1.3
)
   
(16
)
   
(0.8
)
    Amortization of intangible assets
   
(206
)
   
(14.1
)
   
(205
)
   
(10.3
)
    Impartment loss of intangible assets      (441      (30.1      -        -  
    Allowance for doubtful accounts on inventories, trade receivables, prepayments, other receivables and amounts due from related parties     (49      (3.4 )      (104      (5.2
    Other general and administrative expenses
   
(237
)
   
(16.2
)
   
(545
)
   
(27.4
)
                                 
Total Operating expenses
   
(2,051
)
   
 (140.3
)
   
(2,328
)
   
(117.0
)
                                 
Loss from operations
   
(589
)
   
(40.3
)
   
(338
)
   
(17.0
)
                                 
Non-operating income (expenses)
                               
    Interest income
   
4
     
0.3
     
3
     
0.1
 
    Others
   
12
     
0.8
     
(92)
     
(4.6)
 
                                 
Loss before income tax and noncontrolling interests
   
(573
)
   
(39.2
)
   
(427
)
   
(21.5
)
    Income tax expense
   
-
     
-
     
-
     
-
 
                                 
Discontinued operations
                               
Income (Loss) from discontinued operations
   
599
     
41.0
     
(539)
     
(27.0)
 
                                 
Income (Loss) before noncontrolling interests
   
26
     
1.8
     
(966
)
   
(48.5
)
                                 
Noncontrolling interests
   
1
     
-
     
355
     
17.8
 
                                 
Net Income (Net loss)
   
27
     
1.8
     
(611
)
   
(30.7
)
                                 
Loss per share
                               
    Basic and diluted
 
 $
(0.02
)
       
$
(0.47
)
       
 
 
-15- 
 

 
 
FISCAL YEAR ENDED DECEMBER 31, 2010 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2009.

OPERATING REVENUE

Since inception in June 2007, the Company has been engaged in the provision of smartcard payment system and related value-added services primarily in Guangdong province, the PRC. The Company generated a total of $1,462,296 service income as operating revenue for the year ended December 31, 2010, as compared to $1,195,180 for the year ended December 31, 2009, an increase of 22%. Approximately 86% was generated from the Nanhai project and schools smartcard system for the year ended December 31, 2010, as compared to 68% for the year ended December 31, 2009. The increase was due to the Company has expanded its services to schools in other cities in the Guangdong Province commencing from mid-2009, but we anticipate that less operating revenues would be generated because schools in Maoming city, Qingyuan city and Shanwei city in the Guangdong Province didn't renew their contracts with us as of December 31, 2010. In the past, the Company collected proceeds from students directly and paid subcontracting and other charges to service providers. Commencing from September 2009, the telecom service provider collects service fees from the students and pays the Company for its entitlement. 
 
During the year ended December 31, 2010, the Company generated its revenues from cities including Guangzhou, Foshan, Nanhai, Shunde, Maoming, Qingyuan, Jieyang and Shanwei.  The Company anticipates less revenues will be generated in 2011 because some cities had terminated their agreements with us.
 
SUBCONTRACTING AND OTHER SERVICE COSTS
 
Subcontracting and other service costs mainly represented cost for provision of services under the old system of Nanhai project and the new system, and the cost of sales of IC cards and equipments which are considered auxiliary to the Company’s core business.

In respect of Nanhai project, the subcontracting and other services costs mainly represented (i) the rebate of 10% of its service fee income to the representative of the Company to co-ordinate with schools, (ii) rebate to participants by way of consumption value of a smartcard payment system in Foshan amounting to 50% of the service fee income plus a travel coupon, (iii) cost of purchase of SMS service from SMS service operator and (iv) 5% business tax. Since September 2009, the rebates of consumption value of a smartcard payment system in Foshan and travel coupon as a mean of promotion have ceased while the rebate to the Company’s representative remains the same. As a result, from September 2009 onwards, the cost of Nanhai project comprises 10% of service income payable to the representatives of the Company and the cost of purchase of SMS service.

The subcontracting and other service costs under the new system mainly represented (i) the service charge to co-ordinators paid through China Mobile, (ii) cost to service/equipment providers in relation to the service income in certain districts, and (iii) 5% business tax.
 
Total s ubcontracting and other service costs increased 69% to $912,661 for the year ended December 31, 2010, as compared to $541,156 for the year ended December 31, 2009.

The significant portion of these charges, approximately 81% and 97% for the year ended December 31, 2010 and 2009, respectively, was related to the Nanhai project and new system . The decrease was a result from the cost of sales arising from sales of equipment to a service provider of $135,864 representing 14.9% of subcontracting and other service costs incurred during the year ended December 31, 2010.
 
STAFF COSTS

The total staff costs for the year ended December 31, 2010 amounted to $186,416 as compared to $161,200 for the year end December 31, 2009, an increase of 16%. The increase in staff costs was due to the increase in average number of personnel during the year ended December 31, 2010 to cope with the increasing services. Currently, the Company has 2 card equipment and software development staff members, 10 marketing personnel, 2 finance personnel, 3 business and customer service personnel.

-16- 
 

 
 
DEPRECIATION EXPENSES

Depreciation expenses for the year ended December 31, 2010 amounted to $18,593, as compared to $15,681 for the year ended December 31, 2009, an increase of 19%, which was due to the addition of fixed assets over this year and last year.  These expenses were related to the depreciation charged on office equipment and computers.
 
AMORTIZATION OF INTANGIBLE ASSETS

Amortization charges of intangible assets for year ended December 31, 2010 amounted to $205,651, as compared to $205,435 for the year ended December 31, 2009.  There was no significant change in amortization charges on the operating rights of the Nanhai project and computer software relating to the Nanhai project.  As of December 31, 2010, the carrying value of the operating rights of the Nanhai project was $521,475 and the carrying value of the intangible asset of the computer software was $138,525.
 
IMPAIRMENT LOSS OF INTANGIBLE ASSETS
 
The management has prepared a cash flow forecast for the impairment assessment of the intangible assets in relation to the operating right and computer software in respect of Nanhai project. As a result of the impairment test, the management considers that the carrying amount of the intangible assets exceeds its fair value, so an impairment loss of $441,176 was made in the financial statements during the year ended December 31, 2010.
 
OTHER GENERAL AND ADMINISTRATIVE EXPENSES

Other general and administrative expenses for the year end December 31, 2010 were $237,797, as compared to $544,922 for the year ended December 31, 2009, a decrease of 56%. The decrease in other general and administrative expenses was mainly due to the decrease in consultancy fees resulting from completion of consultancy services at February 28 and August 31, 2009 respectively and audit / review fees which was mainly due to the audit fee incurred in connection with the proposed acquisition of an entity in 2009.
 
INTEREST INCOME

Interest income for the year ended December 31, 2010 was $3,969, as compared to $2,733 for the year ended December 31, 2009, an increase of 45%.  This income was the interest earned on cash in bank deposit.  The change was due to the increase in average balance of bank deposits in 2010.
 
INCOME TAXES

The Company is subject to PRC Enterprise Income Taxes (“EIT”) on an entity basis on income arising in and derived from the PRC. The applicable EIT rate is 25% in years 2010 and 2009.

The Company’s PRC established subsidiaries incurred losses for the year ended December 31, 2010, so no provision for EIT has been made yet.

NET INCOME (LOSS)
 
The Company had generated $27,004 net income for the year ended December 31, 2010, as compared to a net loss of $611,101 for the year ended December 31, 2009, which was primarily due to increase in service income and the gain on disposal of interest in a subsidiary partly offset by the impairment loss on intangible assets.  
 
DEPOSITS FOR SMARTCARDS

“Deposits for smartcards” represents deposits received from the participants for “all-in-one education” smart card in respect of Nanhai project. Each participant of the project is firstly assigned with one “all-in-one education” smartcard and is required to pay a refundable deposit of RMB25 for each smartcard.

CUSTOMERS ADVANCES FOR SMARTCARDS

“Customers advances for smartcards” represents amount deposited in the smartcard for card payment service by the customers which was under the operation of Foshan Information Technology Company Limited (“Foshan Company”).  The significant decrease in “Customers advances for smartcards” was mainly due to the disposal of Foshan Company in May 2010 so they were not accounted for in the Company’s financial statements as of December 31, 2010.

TEMPORARY RECEIPT

Temporary receipt of $57,416 mainly represented by the following items:

(a)  
Advance receipts for Nanhai project for the period from January 2011 to August 2011.

(b) Other advance receipts included the advance for installation of equipment of $11,060. Even the installation work has been stopped for several years, no termination agreement is signed. The Company did not derecognize the amount as the Company’s corresponding obligations have not yet been discharged.
 
LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2010, cash and cash equivalents totaled $209,304.  This cash position was the result of a combination of net cash used in financing activities in the amount of $541,253, net cash provided by operating activities in the amount of $246,519 and net cash provided by investing activities of $117,459. The cash used in financing activities was primarily due to repayment to advances from related parties and short-term bank loan.  The net cash provided by operating activities was mainly due to cash generated from operations. The net cash provided by investing activities was the decrease in collateralize bank deposits resulting from repayment of short-term bank loan. We believe that the level of financial resources is a significant factor for our future development, and accordingly we may choose at any time to raise capital through private debt or equity financing to strengthen our financial position, facilitate growth and provide us with additional flexibility to take advantage of business opportunities.  However, we do not have any immediate plans for a private offering of our common stock.
 
 
-17- 
 

 
 
CRITICAL ACCOUNTING POLICIES

In response to the SEC’s Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical Accounting Policy,” the Company identified the most critical accounting principles upon which its financial status depends. The Company determined that those critical accounting principles are related to the use of estimates, revenue recognition, income tax and impairment of intangibles and other long-lived assets. The Company presents these accounting policies in the relevant sections in this management’s discussion and analysis, including the Recently Issued Accounting Pronouncements discussed below.
 
In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavourable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.
 
Valuation of Long-Lived Assets

We review our long-lived assets for impairment, including property, plant and equipment, and identifiable intangibles with finite lives, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of our long-lived assets, we evaluate the probability that future undiscounted net cash flows will be greater than the carrying amount of our assets. Impairment is measured based on the difference between the carrying amount of our assets and their estimated fair value.

Allowance for Doubtful Accounts

We perform ongoing credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness. We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that have been identified. Measurement of such losses requires consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and financial health of specific customers.
 
Off-Balance Sheet Arrangements

The Company has not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. The Company has not entered into any derivative contracts that are indexed to the Company's shares and classified as shareholder’s equity or that are not reflected in the Company's financial statements. Furthermore, the Company does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. The Company does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to the Company or engages in leasing, hedging or research and development services with the Company.

Inflation

The Company believes that inflation has not had a material effect on its operations to date.


-18- 
 

 

Income Taxes

Provision for income and other taxes has been made in accordance with the tax rates and laws in effect in the PRC.
 
Income tax is computed on the basis of pre-tax income. Deferred taxes are provided using the liability method for all significant temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carry forwards. The tax consequences of those differences are classified as current or non-current based on the classification of the related assets or liabilities in the financial statements.
 
Revenue Recognition
 
The Company generally recognizes service revenues when persuasive evidence of an arrangement exists, services are rendered, the fee is fixed or determinable, and collectability is probable. Service revenues are recognized net of discounts.
 
Adoption of Recently Issued Accounting Pronouncements
 
Effective January 1, 2010, the Company adopted FASB Accounting Standards Update (“ASU”) No. 2010-06, “Fair Value Measurements and Disclosures” (the “Update”), which provides amendments to Accounting Standards Codification (“ASC”) Topic 820-10, “Fair Value Measurements and Disclosures - Overall Subtopic” of the Codification. The Update requires improved disclosures about fair value measurements. Separate disclosures need to be made of the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements along with a description of the reasons for the transfers. Also, disclosure of activity in Level 3 fair value measurements needs to be made on a gross basis rather than as one net number. The Update also requires: (1) fair value measurement disclosures for each class of assets and liabilities, and (2) disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements, which are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the Level 3 activity disclosures, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this Update does not have a material effect on the Company’s financial statements.

In July 2010, the FASB issued ASU No. 2010-20, “Disclosure about the Credit Quality of Financing in Receivables and the Allowance for Credit Losses”, which will require the Company to expand disclosures about the credit quality of the Company’s financing receivables and its allowance for credit losses on a disaggregated basis. This ASU will also require the Company to disclose additional information related to credit quality indicators, nonaccrual and past due information, and information related to impaired loans and loans modified in a troubled debt restructuring. The provisions of this ASU are effective for the Company’s reporting period ending December 31, 2010. The adoption of this Update does not have a material effect on the Company’s financial statements.  
 
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

Credit Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counter parties failed to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The major concentrations of credit risk arise from the Company’s trade receivable.

Country Risks

The Company may also be exposed to the risks as a result of its principal operation being primarily in the PRC. These include risks associated with, among others, the political, economic and legal environmental and foreign currency exchange. The Company’s results may be adversely affected by change in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. The Company’s management does not believe these risks to be significant. There can be no assurance, however, those changes in political and other conditions will not result in any adverse impact.

Cash and Time Deposits

The Company mainly maintains its cash balances with various banks located in the PRC. In common with local practice, such amounts are not insured or otherwise protected should the financial institutions be unable to meet their liabilities. There has been no history of credit losses. There are neither material commitment fees nor compensating balance requirements for any outstanding loans of the Company.
 
Exchange Rate Risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of Renminbi converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.


-19-
 

 
 
Item 8.             Financial Statements

The information required by this Item follows below.


SMARTPAY EXPRESS, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
 
Page Number
   
Report of Independent Registered Public Accounting Firm
19
   
Consolidated Statements of Operations and Other Comprehensive Income
20-21
   
Consolidated Balance Sheets
22
   
Consolidated Statements of Stockholders' Equity
23
   
Consolidated Statements of Cash Flows
24
   
Notes to Financial Statements
25 - 44
 
 
-20- 
 

 

Report of Independent Registered Public Accounting Firm
 
To the Sole Director and Stockholders of
SmartPay Express, Inc.
 
We have audited the accompanying consolidated balance sheets of SmartPay Express, Inc. and its subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of operations and other comprehensive income, stockholders' equity and cash flows for the years ended December 31, 2010 and 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009, and the results of its operations and cash flows for the years ended December 31, 2010 and 2009 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the financial statements, the Company had negative working capital as of December 31, 2010 of US$83,159, which raise doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ Mazars CPA Limited
 
Mazars CPA Limited
Certified Public Accountants
Hong Kong
April 15, 2011
 
-21- 
 

 

SmartPay Express, Inc.
 
Consolidated Statements of Operations and Other Comprehensive Income
 
      Year Ended      Year ended  
      December 31,     December 31,  
      2010     2010  
 
Note
 
US$
   
US$
 
Continuing operations
         
(Restated –
Note 5)
 
               
Operating revenues
             
Service income
     
1,462,296
     
1,195,180
 
Sale of mobile phones
     
-
     
794,688
 
                   
       
1,462,296
     
1,989,868
 
Operating expenses
                 
Subcontracting and other service costs
     
(912,661
)
   
(541,156
)
Purchase of mobile phones
     
-
     
(755,548
)
Staff costs
     
(186,416
)
   
(161,200
)
Depreciation of property, plant and equipment
     
(18,593
)
   
(15,681
)
Amortization of intangible assets
     
(205,651
)
   
(205,435
)
Impairment loss of intangible assets
 8
   
(441,176
)
   
-
 
Allowance for doubtful accounts on inventories, trade receivables, prepayments, other receivables and amounts due from related parties
     
(49,355
)
   
(104,380
)
Other general and administrative expenses
     
(237,797
)
   
(544,922
)
                   
       
(2,051,649
)
   
(2,328,322
)
                   
Loss from operations
     
(589, 353
)
   
(338,454
)
                   
Interest income
     
3,969
     
2,733
 
Interest expense
     
(44,420
)
   
(46,343
)
Other income
     
56,790
     
353
 
Amortization of loans from a related party
6(b)(iv)
   
-
     
(11,333
)
Compensation payment
6(b)(iv)
   
-
     
(18,118
)
Loss on early termination of loans from a related party
6(b)(iv)
   
-
     
(15,658
)
                   
Loss before income tax and noncontrolling interests
     
(573,014
)
   
(426,820
)
                   
Income tax
 4
   
-
     
-
 
                   
Net loss including noncontrolling interests
     
(573,014
)
   
(426,820
)
                   
Discontinued operations
                 
Income (Loss) from discontinued operations
 5
   
599,053
     
(538,741
)
                   
 
The financial statements should be read in conjunction with the accompanying notes
 
 
-22- 
 

 

SmartPay Express, Inc.
 
Consolidated Statements of Operations and Other Comprehensive Income
 
         
Year ended
   
Year ended
 
          December 31,     December 31,  
          2010     2009  
   
Note
   
US$
   
US$
 
               
(Restated –
Note 5)
 
                   
Net income (loss) including noncontrolling interests
         
26,039
     
(965,561
)
                       
Add: net loss from continuing operations attributable to noncontrolling interests
         
834
     
150,776
 
Add: net loss from discontinued operations attributable to noncontrolling interests
         
131
     
203,684
 
                       
Net income (loss) attributable to SPYE common stockholders
         
27,004
     
(611,101
)
                       
Other comprehensive income
                     
- Foreign currency translation adjustment
         
16,274
     
15,671
 
                       
Total comprehensive income (loss)
         
43,278
     
(595,430
)
                       
Basic and diluted earnings (loss) per share
                     
Loss per share from continuing operations
       
(44.28) cents
   
(21.36) cents
 
Income (Loss) per share from discontinued operations
       
46.37 cents
   
(25.93) cents
 
                       
         
2.09 cents
   
(47.29) cents
 
                       
Weighted average number of shares of
common stock outstanding
         
1,292,166
     
1,292,166
 
 
The financial statements should be read in conjunction with the accompanying notes
 
 
-23- 
 

 

SmartPay Express, Inc.
 
Consolidated Balance Sheets
 
         
As of
December 31,
   
As of
December 31,
 
         
2010
   
2009
 
   
Note
   
US$
   
US$
 
ASSETS
                 
                   
Current assets
                 
Trade receivables from third parties
         
351,807
     
194,865
 
Trade receivable from a related party
 
 6(b)(i)
     
5,944
     
5,821
 
Prepayments and deposits
         
6,624
     
125,913
 
Other debtors
         
20,194
     
52,771
 
Amounts due from related parties
 
6(b)(ii)
     
382,834
     
-
 
Income tax recoverable
         
29,489
     
3,829
 
Inventories
         
7,856
     
40,385
 
Cash and cash equivalents
         
209,304
     
378,671
 
Bank deposits, collateralized
 
 11
     
-
     
132,353
 
                       
Total current assets
         
1,014,052
     
934,608
 
                       
Property, plant and equipment, net
 
 7
     
42,772
     
69,759
 
Intangible assets, net
 
 8
     
660,000
     
1,322,651
 
                       
Total assets
         
1,716,824
     
2,327,018
 
                       
LIABILITIES AND STOCKHOLDERS' EQUITY
                     
                       
Current liabilities
                     
Trade payables
         
641,080
     
311,058
 
Accrued charges and other payables
 
 9
     
284,204
     
531,981
 
Amounts due to related parties
 
6(b)(iii)
     
114,511
     
19,458
 
Temporary receipts
 
 10
     
57,416
     
61,470
 
Short-term bank loan
 
 11
     
-
     
125,000
 
Interest payable to a related party
 
 6(b)(v)
     
-
     
56,588
 
                       
Total current liabilities
         
1,097,211
     
1,105,555
 
                       
Long-term loans from a related party
 
6(b)(iv)
     
-
     
707,353
 
                       
Commitments and contingencies
 
 12
     
-
     
-
 
                       
Stockholders' equity
                     
                       
Preferred stock, par value US$0.001 per share; authorized 5,000,000 shares; none issued and outstanding as of December 31, 2010 and 2009
Common stock, par value US$0.001 per share; authorized 300,000,000 shares; issued and outstanding 1,292,166 shares as of December 31, 2010 and 2009
         
  1,292
     
  1,292
 
Additional paid in capital
         
2,009,454
     
2,009,454
 
Dedicated reserve
 
 13
     
319
     
319
 
Accumulated losses
         
(1,481,781
)
   
(1,508,785
)
Accumulated other comprehensive income
         
90,329
     
74,055
 
                       
Total SPYE stockholders’ equity
         
619,613
     
576,335
 
                       
Noncontrolling interests
         
-
     
(62,225
)
                       
Total stockholders’ equity
         
619,613
     
514,110
 
                       
Total liabilities and stockholders’ equity
         
1,716,824
     
2,327,018
 
 
The financial statements should be read in conjunction with the accompanying notes
 
 
-24- 
 

 

SmartPay Express, Inc.
 
Consolidated Statements of Stockholders' Equity
 
   
Common
stock
   
Additional
paid in
 capital
   
Dedicated
reserve
   
Accumulated
losses
   
Accumulated
 other
comprehensive
 income
   
Total SPYE
stockholders’
 equity
   
Non-controlling
 interests
   
Total
stockholders’
equity
 
   
US$
   
US$
   
US$
   
US$
   
US$
   
US$
   
US$
   
US$
 
                                                 
As of January 1, 2009
   
1,292
     
2,009,454
     
319
     
(897,684
)
   
58,384
     
1,171,765
     
288,000
     
1,459,765
 
Net loss
   
-
     
-
     
-
     
(611,101
)
   
-
     
(611,101
)
   
(354,460
)
   
(965,561
)
Foreign currency translation adjustment
   
-
     
-
     
-
     
-
     
15,671
     
15,671
     
4,235
     
19,906
 
                                                                 
As of December 31, 2009 and at January 1, 2010
   
1,292
     
2,009,454
     
319
     
(1,508,785
)
   
74,055
     
576,335
     
(62,225
)
   
514,110
 
                                                                 
Net income
   
-
     
-
     
-
     
27,004
     
-
     
27,004
     
-
     
27,004
 
Acquisition of additional interest in a subsidiary (note 14)
   
-
     
(342,793
)
   
-
     
-
     
-
     
(342,793
)
   
-
     
(342,793
)
Disposal of interest in a subsidiary (note 14)
   
-
     
342,793
     
-
     
-
     
-
     
342,793
     
62,225
     
405,018
 
Foreign currency translation adjustment
   
-
     
-
     
-
     
-
     
16,274
     
16,274
     
-
     
16,274
 
                                                                 
As of December 31, 2010
   
1,292
     
2,009,454
     
319
     
(1,481,781
)
   
90,329
     
619,613
     
-
     
619,613
 
                                                                 
 
The financial statements should be read in conjunction with the accompanying notes
 
 
-25- 
 

 
 
SmartPay Express, Inc.
 
Consolidated Statements of Cash Flows
 
 
 
 
Year ended
   
Year ended
 
     
December 31,
   
December 31,
 
     
2010
   
2009
 
    US$     US$  
Cash flows from operating activities:
           
Net income (loss) including noncontrolling interests
   
26,039
     
(965,561
)
                   
Adjustments to reconcile net income (loss) including noncontrolling interests to net cash provided by operating activities:
                 
Depreciation of property, plant and equipment
     
18,861
     
23,824
 
      Amortization of intangible assets
     
205,651
     
237,461
 
Loss on disposal of property, plant and equipment
   
-
     
16,655
 
      Gain on disposal of interest in a subsidiary
     
(607,525
)
   
-
 
Amortization of loans from a related party
     
-
     
16,469
 
Loss on early termination of loans from a related party
   
-
     
25,974
 
Share of result of an associate
     
-
     
19,028
 
Impairment loss of intangible assets
     
441,176
     
224,182
 
Exchange difference
     
16,412
     
1,764
 
Changes in working capital:
                 
  Trade receivables
     
(152,846
)
   
(148,522
)
  Inventories
     
10,163
     
(6,689
)
  Prepayments and deposits
     
2,038
     
104,376
 
  Other debtors
     
33,240
     
244,757
 
  Trade payables
     
323,483
     
269,741
 
  Accrued charges and other payables
     
(90,201
)
   
(1,250
)
  Temporary receipts
     
(5,346
)
   
(34,263
)
  Income tax recoverable
     
(25,052
)
   
-
 
  Interest payable to a related party
     
50,426
     
56,588
 
                   
Net cash provided by operating activities
     
246,519
     
84,534
 
                   
Cash flows from investing activities:
                 
Payments for purchase of property, plant and equipment
   
(17,676
)
   
(21,216
)
Payments for purchase of intangible assets
     
-
     
(29,411
)
Decrease in bank deposits, collateralized
     
135,135
     
-
 
                   
Net cash provided by (used in) investing activities
   
117,459
     
(50,627
)
                   
Cash flows from financing activities:
                 
New short-term bank loan raised
     
-
     
125,000
 
(Repayment to) Advances from related parties
     
(413,625
)
   
95,503
 
Repayment of short-term bank loan
     
(127,628
)
   
(125,000
)
                   
Net cash (used in) provided by financing activities
   
(541,253
)
   
95,503
 
                   
Net (decrease) increase in cash and cash equivalents
   
(177,275
)
   
129,410
 
                   
Cash and cash equivalents at beginning of year
     
378,671
     
245,685
 
                   
Effect on exchange rate changes
     
7,908
     
3,576
 
                   
Cash and cash equivalents at end of year,
     
209,304
     
378,671
 
represented by cash and bank balances
                 
                   
Supplemental disclosure of cash flow information
               
Interest received
     
3,972
     
2,759
 
Interest paid
     
-
     
(7,043
)
                   
Non-cash transactions (note 14)
                 
Consideration for acquisition of additional interest in a subsidiary paid by a related party
   
294,118
     
-
 
Consideration for disposal of interest in a subsidiary settled by offsetting against the amount due to a related party
   
817,647
     
-
 
 
The financial statements should be read in conjunction with the accompanying notes
 
 
-26- 
 

 
 
SMARTPAY EXPRESS, INC.
Notes to Financial Statements
1.
ORGANIZATION AND PRINCIPAL ACTIVITIES
 
SPYE, formerly known as Axiom III, Inc. (“AXIO”), was organized under the laws of the State of Nevada in June 2004. On October 10, 2007, AXIO entered into a share exchange agreement with, among others, the stockholders of Eastern Concept Development Limited ("Eastern Concept") pursuant to which AXIO acquired 100% of the issued and outstanding share capital of Eastern Concept in exchange for 35,351,667 shares of common stock of AXIO, or 70.7% of the total 50,000,000 issued and outstanding shares of common stock of AXIO after giving effect to the share exchange. On October 18, 2007, AXIO entered into a stock purchase agreement with Northeast Nominee Trust, the then major stockholder of AXIO, to dispose of its 100% interest in Axiom First Corporation, the only asset of AXIO just before the share exchange on October 10, 2007, at a consideration of US$1. Since then, AXIO entirely ceased its prior business operations.
 
For financial reporting purposes, the acquisition of Eastern Concept by AXIO has been treated as a reverse acquisition whereby Eastern Concept is considered as the acquirer, i.e. the surviving entity. On this basis, the historical financial information prior to October 10, 2007 represents that of Eastern Concept. The historical stockholders’ equity accounts of AXIO have been retroactively restated to reflect the issuance of 35,351,667 shares of common stock since inception of Eastern Concept plus the original 14,648,333 shares of common stock of AXIO immediately prior to the reverse acquisition, with corresponding adjustments to accumulated losses.
 
Eastern Concept was incorporated in Hong Kong with limited liability on June 29, 2007 with 10,000 authorized shares with a par value of HK$1 each. On incorporation, one share of HK$1 each was issued at par for cash. Eastern Concept is a holding company.
 
On August 13, 2007, Eastern Concept established a wholly-owned subsidiary, Eastern Concept Corporate Consulting (Shenzhen) Limited* (“Eastern Concept Consulting”) in the People’s Republic of China (the “PRC”). The registered capital of Eastern Concept Consulting is Rmb10,000,000 (US$1,369,863). The principal activity of Eastern Concept Consulting is provision of consultancy services on information technology and acts as a holding company.
 
On November 6, 2007, Eastern Concept Consulting entered into a share exchange agreement with, among others, the then stockholders of Guangdong Wanzhi Electron S&T Company Limited* (“Wanzhi”) pursuant to which Eastern Concept Consulting acquired 100% of the registered capital of Wanzhi, a company established in the PRC, at a cash consideration of Rmb10,000,000 (US$1,369,863). Details of Wanzhi are set out below:
 
The principal activities of Wanzhi are the provision of smartcard system and other value-added services mainly in Guangdong province, the PRC. In June 2007, Wanzhi acquired the entire equity interest in Foshan Information Technology Company Limited* (“Foshan Company”), a company established in the PRC, at a total consideration of Rmb750,000 (US$102,740). Foshan Company is principally engaged in the operation of a smartcard payment system in Foshan, Guangdong province, the PRC.
 
 
-27- 
 

 
 
1.
ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
 
In October 2007, Foshan Company and third parties established two subsidiaries, Foshan JiaXun Information Technology Company Limited* (“JiaXun”) and Foshan JinCheng Information Technology Company Limited* (“JinCheng”), in the PRC with registered capital of Rmb3,000,000 (US$410,959) and Rmb4,000,000 (US$547,945) respectively. Foshan Company owns 51% of the registered capital of each of JiaXun and JinCheng. The principal activity of JiaXun is provision of information system and network services while JinCheng owns an operating right in respect of certain equipment for a smartcard system to be installed in schools located in the ShanCheng District, Foshan, the PRC.
 
In February 2008, Wanzhi disposed of its 45% equity interest in Foshan Company.
 
In April 2008, JinCheng acquired a 30% equity interest in Foshan KaiEr Information Technology Company Limited (“KaiEr”), a company incorporated in the PRC and engaged in developing of technology for network and computer and business advisory service, at a consideration of US$18,362.
 
In September 2008, Foshan Company disposed of its entire 51% equity interest in JiaXun at a consideration of US$221,739, resulted in a gain of US$658 as recorded in the consolidated statements of operations for the year ended December 31, 2008.
 
The Company entered into an agreement with a third party individual (the “Purchaser”) on March 28, 2009 to dispose of its entire 51% equity interests in JinCheng (the “Proposed Disposal”) at a consideration of approximately US$370,000.
 
On December 31, 2009, the Company has agreed with the Purchaser to terminate the Proposed Disposal as the Purchaser was unable to settle the consideration as scheduled.
 
On February 2, 2010, Wanzhi acquired an additional 35% equity interest in Foshan Company at a cash consideration of US$294,118, resulting in an increase of the Company’s shareholding in Foshan Company from 55% to 90%.
 
In May 2010, Wanzhi disposed of its entire 90% equity interest in Foshan Company at a consideration of US$817,647, resulted in a gain of US$607,525 as recorded in the consolidated statements of operations.

SPYE currently has three subsidiaries: Eastern Concept, Eastern Concept Consulting and Wanzhi.  Except for Eastern Concept which is incorporated in Hong Kong, all subsidiaries are established in the People’s Republic of China (the “PRC”).
 
SPYE and its subsidiaries are collectively referred to as the “Company”.
 
*    The official names are in Chinese and the English names are translation for reference only.
 
 
-28- 
 

 
 
1.
ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
 
During the year ended December 31, 2009, the Company carried out a transaction for sale and purchase of mobile phones with costs and revenue of US$755,548 and US$794,688 respectively. This transaction was introduced by a business partner for provision of smart card services to schools, which is a telecom service provider in the PRC. Although such kind of transactions may continue to occur in the future as a result of the business relationship with the business partner, the Company considers that those transactions are auxiliary to its core business and they would not become the Company’s principal activities.
 
2.           BASIS OF PRESENTATION
 
The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").
 
The Company had negative working capital as of December 31, 2010 of US$83,159, which raise doubt about its ability to continue as a going concern.
 
Continuation of the Company as a going concern is dependent upon continuously attaining profitable operations in the future or obtaining adequate finance as and when required. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 
A major stockholder has undertaken to make available adequate funds to the Company as and when required to maintain the Company as a going concern.
 
As a result, management is confident that the Company will be able to continue as a going concern.
 
3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of consolidation
 
The consolidated financial statements include the financial information of SPYE and its subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. The Company includes the results of operations of subsidiaries from the date of acquisition and up to the effective date of disposal.
 
Revenue recognition
 
The Company generally recognizes service revenues when persuasive evidence of an arrangement exists, services are rendered, the fee is fixed or determinable, and collectability is probable. Service revenues are recognized net of discounts.
 
 
-29- 
 

 
 
3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Income and other taxes
 
Provision for income and other taxes has been made in accordance with the tax rates and laws in effect in the PRC.
 
Income tax expense is computed on the basis of pre-tax income. Deferred taxes are provided using the liability method for all significant temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carry forwards. The tax consequences of those differences are classified as current or non-current based on the classification of the related assets or liabilities in the financial statements.
 
Operating leases
 
Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Rentals payable under operating leases are recognized as expenses on a straight-line basis over the lease term.
 
Fair value of financial instruments
 
The estimated fair values for financial instruments under FASB Accounting Standards Codification (“ASC”) Topic 825, “Disclosures about Fair Value of Financial Instruments”, are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair values of the Company’s financial instruments, which include cash, trade receivables and trade payables, approximate their carrying values in the financial statements due to short-term maturities of these assets and liabilities.
 
Earnings (loss) per share
 
Basic earnings (loss) per share amounts are based on the weighted average shares of common stock outstanding. Diluted earnings (loss) per share assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. The Company had no potential dilutive securities outstanding during the years ended December 31, 2010 and 2009 and therefore, diluted earnings (loss) per share is the same as basic earnings (loss) per share.
 
Related parties
 
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence.
 
Inventories
 
Inventories, mainly smartcards, are stated at the lower of cost and net realizable value. Cost, which comprises all costs of purchase and, where applicable, other costs incurred in bringing the inventories to their present location and condition, is calculated using the first-in, first-out method. Net realizable value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.
 
 
-30- 
 

 
 
3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Cash equivalents
 
Cash equivalents include all highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and are so near maturity that they represent insignificant risk of changes in value because of changes in interest rates.
 
Foreign currency translation
 
All major subsidiaries of SPYE consider Renminbi as their functional currency as a substantial portion of their business activities is based in Renminbi. However, the Company has chosen the United States dollar as its reporting currency.
 
Transactions in currencies other than the functional currency during the period are translated into the functional currency at the applicable rates of exchange prevailing at the time of the transactions. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the applicable rates of exchange in effect at the balance sheet date. Exchange gains and losses are recorded in the consolidated statement of operations.
 
For translation of financial statements into the reporting currency, assets and liabilities are translated at the exchange rate at the balance sheet date, equity accounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated at the weighted average rates of exchange prevailing during the period. Translation adjustments resulting from this process are recorded in accumulated other comprehensive income within stockholders’ equity.
 
Comprehensive income
 
ASC Topic 220, "Reporting Comprehensive Income", requires the presentation of comprehensive income, in addition to the existing statements of operations. Comprehensive income is defined as the change in equity during the year from transactions and other events, excluding the changes resulting from investments by owners and distributions to owners.
 
Trade receivables
 
Trade receivables are recorded at original invoice amount, less an estimated allowance for uncollectible accounts. Trade credit is generally granted on a short-term basis, thus trade receivables do not bear interest. Trade receivables are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Changes in the estimated collectability of trade receivables are recorded in the results of operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are offset against the allowance for uncollectible accounts. Allowance is recorded primarily on a specific identification basis. The Company generally does not require collateral for trade receivables.
 
 
-31- 
 

 
 
3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Property, plant and equipment
 
Property, plant and equipment are stated at cost less accumulated depreciation.
 
The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use. Expenditure incurred after the assets have been put into operation, such as repairs and maintenance, is normally recognized as an expense in the period in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the assets, the expenditure is capitalized.
 
When assets are sold or retired, their costs and accumulated depreciation are eliminated from the accounts and any gain or loss resulting from their disposal is recognized in the statement of operations.
 
Depreciation is provided to write off the cost of property, plant and equipment over their estimated useful lives from the date on which they become fully operational and after taking into account their estimated residual values, using the straight-line method at the annual rate of 20%.
 
Intangible assets
 
Purchased intangible assets with finite useful lives represent operating rights and related computer software, which are amortized using the straight-line method over their respective estimated economic lives. Intangible assets with indefinite useful lives are measured at cost and tested at least annually for impairment in accordance with ASC Topic 350, “Intangible – Goodwill and other”.
 
Impairment of long-lived assets
 
The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360, “Property, plant and equipment”. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.
 
Use of estimates
 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include but are not limited to depreciation, amortization, impairment losses, taxes and contingencies. Actual results could differ from those estimates.
 
 
-32- 
 

 
 
3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Adoption of Recently Issued Accounting Pronouncements
 
Effective January 1, 2010, the Company adopted FASB Accounting Standards Update (“ASU”) No. 2010-06, “Fair Value Measurements and Disclosures” (the “Update”), which provides amendments to Accounting Standards Codification (“ASC”) Topic 820-10, “Fair Value Measurements and Disclosures - Overall Subtopic” of the Codification. The Update requires improved disclosures about fair value measurements. Separate disclosures need to be made of the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements along with a description of the reasons for the transfers. Also, disclosure of activity in Level 3 fair value measurements needs to be made on a gross basis rather than as one net number. The Update also requires: (1) fair value measurement disclosures for each class of assets and liabilities, and (2) disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements, which are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the Level 3 activity disclosures, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this Update does not have a material effect on the Company’s financial statements.
 
In July 2010, the FASB issued ASU No. 2010-20, “Disclosure about the Credit Quality of Financing in Receivables and the Allowance for Credit Losses”, which will require the Company to expand disclosures about the credit quality of the Company’s financing receivables and its allowance for credit losses on a disaggregated basis. This ASU will also require the Company to disclose additional information related to credit quality indicators, nonaccrual and past due information, and information related to impaired loans and loans modified in a troubled debt restructuring. The provisions of this ASU are effective for the Company’s reporting period ending December 31, 2010. The adoption of this Update does not have a material effect on the Company’s financial statements.
 
4.           TAXATION
 
The Company is subject to PRC enterprise income tax at the rate of 25% for the years ended December 31, 2010 and 2009.
 
A reconciliation of the PRC enterprise income tax rate to the effective income tax rate is as follows:
 
 
Year ended
December 31,
2010
   
Year ended
December 31,
2009
 
   
%
   
%
 
             
Statutory rate
   
25.0
     
(25.0
)
Non-deductible expenses
   
428.9
     
6.8
 
Non-taxable income
   
(577.5)
     
-
 
Valuation allowance on deferred tax assets
   
123.6
     
18.2
 
                 
Effective tax rate
   
-
     
-
 
 
Under ASC 740, the Company must recognize the tax benefit from an uncertain position only if it is more-likely-than-not the tax position will be sustained on examination by the taxing authority, based on the technical merits of the position. The tax benefits recognized in the financial statements attributable to such position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate resolution of the position.
 
By adoption of ASC 740, the Company has analyzed its filing positions in all of the federal, state and foreign jurisdictions where it is required to file income tax returns. As of December 31, 2010 and 2009, the Company has identified the jurisdictions in the PRC as “major” tax jurisdictions, as defined, in which it is required to file income tax returns. Based on the evaluations noted above, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements.
 
Based on a review of tax positions for all open years and contingencies, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740 during the years ended December 31, 2010 and 2009, and the Company does not anticipate that it is reasonably possible that any material increase or decrease in its unrecognized tax benefits will occur within twelve months.
 
As of December 31, 2010 and 2009, the Company had no unrecognized tax benefits or accruals for the potential payment or interest and penalties.
 

-33- 
 

 
 
5.           DISCONTINUED OPERATIONS
 
As mentioned in note 14 to the financial statements, Wanzhi disposed of its entire 90% equity interests in Foshan Company at a consideration of approximately US$817,647, resulted in a gain of US$607,525 as recorded in the consolidated statements of operations during the year ended December 31, 2010 (the “Disposal”). The Company concluded that the Disposal met the definition of a discontinued operation as defined in ASC Topic 360, “Property, Plant and Equipment”. Accordingly, the results of operations of these businesses have been reclassified for all periods presented, which are summarized as follows:
 
   
Year ended
December 31,
2010
   
Year ended
December 31,
2009
 
   
US$
   
US$
 
             
Service income
   
-
     
7,075
 
                 
Subcontracting and other service costs
   
-
     
(4,968
)
Staff costs
   
(1,576
)
   
(44,956
)
Depreciation of property, plant and equipment
   
(268
)
   
(8,143
)
Amortization of intangible assets
   
-
     
(32,026
)
Impairment loss of intangible assets
   
-
     
(224,182
)
Allowance for doubtful accounts on trade receivables,  prepayments, other receivables and amounts due from related parties
   
-
     
(153,799
)
Other general and administrative expenses
   
(13
)
   
(26,000
)
Interest income
   
3
     
26
 
Amortization of loans from a related party
   
-
     
(5,136
)
Share of results of an associate
   
-
     
(19,028
)
Interest expenses
   
(6,618
)
   
(17,288
)
Loss on early termination of loans from a related party
   
-
     
(10,316
)
                 
Loss before income tax
   
(8,472
)
   
(538,741
)
Gain on disposal of interest in a subsidiary
   
607,525
     
-
 
Income tax
   
-
     
-
 
                 
Income (Loss) from discontinued operations
   
599,053
     
(538,741
)
 
-34- 
 

 
 
6.           RELATED PARTY TRANSACTIONS
 
In addition to the transactions / information disclosed elsewhere in these financial statements, the Company had the following transactions with related parties.

(a)
Name and relationship of related parties
 
     
 
Name
Existing relationships with the Company
 
Li Xing Hao
A director of Wanzhi and a major stockholder of SPYE
 
Guangdong Chigo Air Conditioning Company Limited* (“Chigo”)
A company in which Li Xing Hao has control and beneficial interest
 
Foshan Information Technology Company Limited * (“Foshan Company”)
A company in which Li Xing Hao has significant influence and beneficial interest
 
Foshan JinCheng Information Technology Company Limited* (“JinCheng”)
A company in which Li Xing Hao has significant influence and beneficial interest
 
Foshan KaiEr Information Technology Company Limited (“KaiEr”) *
An associate of JinCheng
 
 
Tang Jin Cheng
A director of JinCheng
 
Huizhou Tintong Smart Device Company Limited* (“Tintong”)
A company in which Li Xing Hao has control and beneficial interest
 
 
 
*
The official names are in Chinese and the English names are translation for reference only.
 
 
(b)         Balances with related parties
 
(i)       Trade receivable from a related party
 
 
 
As of
December 31,
2010
   
As of
December 31,
2009
 
   
US$
   
US$
 
             
Chigo
    5,944       5,821  
 
 
The amount due is unsecured, interest-free and has no fixed repayment term.
 
 
-35- 
 

 
 
6.           RELATED PARTY TRANSACTIONS (CONTINUED)
 
 
(b)         Balances with related parties (continued)
 
(ii)       Amounts due from related parties
 
 
 
As of
December 31,
2010
   
As of
December 31,
2009
 
   
US$
   
US$
 
             
Li Xing Hao
    377,451       -  
JinCheng
    5,383       -  
Tang Jin Cheng
    -       14,706  
KaiEr
    -       108,931  
                 
      382,834       123,637  
Allowance for doubtful accounts
    -       (123,637 )
                 
      382,834       -  
 
As of December 31, 2010, the amounts due are unsecured, interest-free and have no fixed repayment term. A reversal of allowance for doubtful accounts was made because the amount due from KaiEr was recovered during the year.
 
(iii)       Amounts due to related parties
 
 
 
As of
December 31,
2010
   
As of
December 31,
2009
 
   
US$
   
US$
 
             
Foshan Company
    60,667       -  
Chigo
    4,584       3,706  
Li Xing Hao
    -       15,752  
KaiEr
    49,260       -  
                 
      114,511       19,458  
 
The amounts due are unsecured, interest-free and have no fixed repayment term.
 
 
 -36-
 

 
 
6.           RELATED PARTY TRANSACTIONS (CONTINUED)
 
(b)         Balances with related parties (continued)
 
(iv)       Loans from a related party
 
The loans from Li Xing Hao as of December 31, 2009 were unsecured