UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 2, 2013
______________
AJ Greentech Holdings Ltd.
(Exact name of Company as specified in its charter)
______________
Nevada |
000-53737 |
47-2148252 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
136-20 38th Ave. Unit 3G, Flushing, NY 11354
(Address of principal executive offices) (Zip
Code)
718-395-8706
Company’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITVE AGREEMENT.
On November 30, 2013, American Jianye Greentech
Holdings Ltd. (the “Company”) entered into an agreement to acquire all of the issued and outstanding stock of Jin Chih
International, Ltd., a Taiwan corporation, from its sole owner Chu Li An for five million shares of the Company’s
common stock. The closing under the Agreement was held on November 30, 2013. Jin Chih is in developing and marketing greentech
products such as electric car components and solar system. It is the innovator of connecting new energy with agriculture techniques.
It is also investor of professional and high-efficient energy assets.
The foregoing does not constitute a full statement
of the terms of the Agreement. The agreement has been filed as exhibit to this report. Reference is made to such exhibit for a
full description of the rights and obligations of the parties under the agreement.
The Company intends to utilize the assets of
the company to expand its manufacturing base and increase its retail operations in Taiwan.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) |
Financial Statements of Business Acquired |
(b) |
Financial Information |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 9, 2015 |
|
|
|
|
AJ GREENTECH HOLDINGS LTD. |
|
|
By: |
/s/ Chu Li An |
|
Chu Li An |
|
Chief Executive Officer |
EXHIBIT 9.01
Canuswa Accounting & Tax Services Inc.
1050 Larrabee Ave., Suite 104-314, Bellingham,
WA 98225
1172 Murphy Ave., Suite
204, San Jose, CA 95131
U.S.A.
Tel: (415)329-5779 E-mail:
zjcpa@canuswa.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Stockholders
Inc.
We have audited the accompanying balance sheet
of Jin Chih International, Ltd. as of November 30, 2013 and December 31, 2012 and the related statements of operation, changes
in shareholders’ deficit and cash flows for the year then ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit 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 audit 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. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Jin Chih International, Ltd. as of November
30, 2013 and December 31, 2012 and the results of its operation and its cash flows for the years then ended in conformity
with U.S. generally accepted accounting principles.
/s/ Canuswa Accounting & Tax Services Inc.
Bellingham, Washington 98225
February 9, 2015
Jin Chih International, Ltd |
Balance Sheet |
| |
| | | |
| | |
| |
| Nov 30,2013 | | |
| Dec 31,2012 | |
Assets | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash And Cash Equivalents | |
| 63, 412 | | |
| 128,662 | |
Accounts Receivable | |
| 2,066,901 | | |
| 937,506 | |
Prepayments and Other Current Assets | |
| 36 | | |
| 26 | |
Inventory | |
| 90,777 | | |
| 51,628 | |
Advance on purchase | |
| — | | |
| 9,063 | |
Total Current Assets | |
| 2,221,126 | | |
| 1,126,885 | |
Property Plant and Equipment | |
| 1,177,797 | | |
| 1,213,647 | |
Other Assets | |
| 6,634 | | |
| 19,426 | |
Total Assets | |
| 3,405,557 | | |
| 2,359,957 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Borrowings | |
| 380,250 | | |
| 417,392 | |
Accounts Payable | |
| 1,263,333 | | |
| 997,178 | |
Accrued Expenses and Other Current Liabilities | |
| — | | |
| 3,270 | |
Advances from customers | |
| 143,199 | | |
| 86,211 | |
Tax Payables | |
| 1,203 | | |
| 3,693 | |
Total Current Liabilities | |
| 1,787,985 | | |
| 1,507,744 | |
Long Term Debt | |
| 911,020 | | |
| 317,608 | |
Total Liabilities | |
| 2,699,005 | | |
| 1,825,352 | |
Stockholders' Equity | |
| | | |
| | |
Common Stock | |
| 685,000 | | |
| 516,000 | |
Retained Earnings | |
| 30,392 | | |
| 18,200 | |
Exchange Differences | |
| (8,840 | ) | |
| 405 | |
Total Stockholder Equity | |
| 722,153 | | |
| 534,605 | |
Total Liabilities and Stockholders’ Equity | |
| 3,405,557 | | |
| 2,359,957 | |
Jin Chih International, Ltd |
Income Statement |
| |
|
| |
| The
Period ended
Nov
30, 2013 | | |
| The
year ended
Dec
31, 2012 | |
Total Revenue | |
| 1,891,280 | | |
| 2128701.388 | |
Cost of Revenue | |
| 1,719,927 | | |
| 1,933,740 | |
Gross Profit | |
| 171,353 | | |
| 194960.935 | |
Operating Expenses | |
| 108,930 | | |
| 156,707 | |
Total Operating Expenses | |
| 108,930 | | |
| 156,707 | |
Operating Income or Loss | |
| 62,423 | | |
| 38,254 | |
| |
| | | |
| | |
Income from interest | |
| 251 | | |
| 181 | |
Interest Expense | |
| 39,529 | | |
| 21,564 | |
Other Income (expenses) | |
| 2,375 | | |
| 971 | |
Income Before Tax | |
| 25,520 | | |
| 17,842 | |
| |
| | | |
| | |
Income Tax Expense | |
| — | | |
| 3,033 | |
Net Income From Continuing Ops | |
| | | |
| | |
Effect Of Accounting Changes | |
| | | |
| | |
Other Items | |
| | | |
| | |
Net Income | |
| 25,520 | | |
| 14,809 | |
Jin Chih International, Ltd |
Statements of Cash Flows |
|
|
|
The period
ended |
The year ended |
|
|
|
Nov 30, 2013 |
Dec 31, 2012 |
|
|
Operating Activities, Cash Flows Provided By or Used In |
|
|
|
|
Net Income (Loss) |
25,520 |
14,809 |
|
|
Adjustments To Net Income |
|
|
|
|
Depreciation |
|
|
|
11,759 |
9,177 |
|
|
Amortization |
|
|
|
11,382 |
12,453 |
|
|
Loss on sale of PPE |
|
|
|
— |
— |
|
|
Interest Received |
|
|
|
(251) |
(181) |
|
|
Changes In operating assets and liabilities |
|
|
|
|
Accounts Receivables |
(1,129,395) |
(779,135) |
|
|
Inventories |
(39,149) |
(51,628) |
|
|
Prepayments |
|
|
|
10 |
(4,776) |
|
|
Advance on purchase |
|
|
9,063 |
— |
|
|
Accrued Expenses and Other Current Liabilities |
|
(3,270) |
(808) |
|
|
Accounts Payables |
266,155 |
994,540 |
|
|
Tax Payables |
|
|
|
(2,490) |
(430) |
|
|
Advances |
|
|
|
56,988 |
86,211 |
|
|
Total Cash Flow From Operating Activities |
|
(793,678) |
280,231 |
|
|
Investing Activities, Cash Flows Provided By or Used In |
|
|
|
|
Purchase of PPE |
|
|
|
— |
(1,189,487) |
|
|
Decrease in Other Assets |
|
|
12,792 |
32,802 |
|
|
Interest received |
|
|
|
251 |
181 |
|
|
Total Cash Flows From Investing Activities |
|
13,043 |
(1,156,504) |
|
|
Financing Activities, Cash Flows Provided By or Used In |
|
|
|
|
Issue common stock |
|
|
169,000 |
172,000 |
|
|
Increase in long term debt |
|
|
593,412 |
297,385 |
|
|
Net Borrowings |
|
|
|
(37,142) |
206,400 |
|
|
Dividends paid |
|
|
|
13,328 |
(7,532) |
|
|
Other Cash Flows from Financing Activities |
|
|
(5,907) |
|
|
Total Cash Flows From Financing Activities |
|
738,598 |
662,346 |
|
|
Effect Of Exchange Rate Changes |
|
|
(23,213) |
14,565 |
|
|
Change In Cash and Cash Equivalents |
|
(65,250) |
(199,361) |
|
|
Cash at beginning of the period |
|
|
128,662 |
328,023 |
|
|
Cash at end of the period |
|
|
63,
412 |
128,662 |
|
|
|
|
|
|
|
|
|
|
Jin Chih International, Ltd |
Statement of Stockholders’ Equity |
For the period Ended November 30, 2013 and the year Ended December 31, 2012 |
|
Period Ending |
No. of Shares |
Amount |
Additional
Paid-in Capital |
Retained
Earnings |
Foreign
Currency Translation Gain |
Total
Stockholders' Equity |
Balance,
December 31, 2012 |
|
1,500,000 |
$ |
516,000 |
$ |
— |
$ |
18,200 |
$ |
405 |
$ |
534,605 |
Issuance
of common shares for cash at $0.338 per share on April 26,2013 |
|
500,000 |
|
169000 |
|
— |
|
— |
|
— |
|
169,000 |
Net
income |
|
— |
|
— |
|
— |
|
25,520 |
|
— |
|
25,520 |
Cash
dividend distribution |
|
— |
|
— |
|
— |
|
(13,328) |
|
— |
|
|
Foreign
currency translation loss |
|
— |
|
— |
|
— |
|
— |
|
(9,245) |
|
(9,245) |
Balance,
November 30, 2013 |
|
2,000,000 |
|
685,000 |
|
— |
|
30,392 |
|
(8,840) |
|
706,552 |
Notes to financial statements
1. Company summary
Jin Chih International Development Co., Ltd
(the ‘company’), was incorporated in Taiwan on July 14, 1995 under the International Business Companies Act. The company’s
business operations involve:
a) General advertising
b) TV program production
c) Radio and TV program distribution
d) Book publication
e) Food wholesale and food & drink retail
2. Significant accounting policies
Basis of Presentation
The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates and Assumptions
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and 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.
The Company’s significant estimates and
assumptions include the fair value of financial instruments; allowance for doubtful accounts; inventory valuation and obsolescence;
the carrying value, recoverability and impairment, if any, of long-lived assets, including the values assigned to and the estimated
useful lives of property, plant and equipment; interest rate; revenue recognized or recognizable; sales returns and allowances;
valued added tax rate, income tax rate and related tax provision, reporting currency of the Company, functional currency, and foreign
currency exchange rate. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there
are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or
value.
Management bases its estimates on historical
experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources.
Management regularly evaluates the key factors
and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical
experience and reasonable assumptions. After such evaluations, and if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph
820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of
its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally
accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency
and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy
which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels
of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1 - Quoted market prices available in
active markets for identical assets or liabilities as of the reporting date.
Level 2 - Pricing inputs other than quoted
prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3 - Pricing inputs that are generally
observable inputs and not corroborated by market data.
Financial assets are considered Level 3 when
their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one
significant model assumption or input is unobservable.
The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the
categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s
financial assets and liabilities, such as cash, accounts receivable, advance on purchases, prepayments and other current assets,
accounts payable, deposits, corporate income tax payable, accrued expenses and other current liabilities approximate their fair
values because of the short maturity of these instruments.
Fair Value of Non-Financial Assets or
Liabilities Measured on a Recurring Basis
The Company’s non-financial assets include
inventories. The Company identifies potentially excess and slow-moving inventories by evaluating turn rates, inventory levels and
other factors. Excess quantities are identified through evaluation of inventory aging, review of inventory turns and historical
sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-moving inventories.
The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory cycle
counts.
Cash Equivalents
The Company considers all highly liquid investments
with maturities of three months or less at the time of purchase to be cash equivalents.
Accounts Receivable and Allowance for
Doubtful Accounts
Accounts receivable are recorded at the invoiced
amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification
to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts
credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their
current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer
specific facts and economic conditions.
Outstanding account balances are reviewed individually
for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses
in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any.
Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance
after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted
paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based
on how recently payments have been received.
Inventories
The Company values inventories at the lower
of cost or market. The Company reduces inventories for the diminution of value, resulting from product obsolescence, damage or
other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value.
Factors utilized in the determination of estimated market value include (i) current sales data and historical return rates, (ii)
estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates.
The Company evaluates its current level of
inventories considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the income
statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification to
adjust inventories to net realizable value.
Property, Plant and Equipment
Property, plant and equipment are recorded
at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as
incurred. Depreciation of property, plant and equipment is computed by the straight-line method (after taking into account their
respective estimated residual values) over the assets estimated useful lives ranging from five (5) years to twenty (20) years.
Upon sale or retirement of property, plant and equipment, the related cost and accumulated depreciation are removed from the accounts
and any gain or loss is reflected in the income statement. Leasehold improvements, if any, are amortized on a straight-line basis
over the term of the lease or the estimated useful lives, whichever is shorter. Upon becoming fully amortized, the related cost
and accumulated amortization are removed from the accounts.
Construction in progress represents direct
costs of construction or the acquisition cost of long-lived assets. Under U.S. GAAP, all costs associated with construction of
long-lived assets should be reflected as long-term as part of construction-in-progress. Capitalization of these costs ceases and
the construction in progress is transferred to property, plant and equipment when substantially all of the activities necessary
to prepare the long-lived assets for their intended use are completed. No depreciation is provided until the construction of the
long-lived assets is complete and ready for their intended use.
Revenue Recognition
The Company applies paragraph 605-10-S99-1
of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable
and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii)
the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Insurance of common stock
In 3rd May, 2013, the company issued new shares
of 500,000, valued at $0.338 per share or $169000 on the date of insurance.
3. Other
income
|
| For the period Ended | | |
| For the year Ended | |
|
| Nov. 30, 2013 | | |
| Dec. 31, 2012 | |
Foreign exchange gain (loss) |
| — | | |
| 971 | |
Rental income |
| 2,375 | | |
| — | |
Total Other income |
| 2,375 | | |
| 971 | |
4. Cash and cash equivalents
| | |
| Nov. 30, 2013 | | |
| Dec. 31, 2012 | |
| Cash | |
| 2,890 | | |
| 12,491 | |
| Bank | |
| 60,522 | | |
| 116,171 | |
| Total | |
| 63,412 | | |
| 128,662 | |
5. PPE
|
|
| Nov. 30, 2013 | | |
| Dec. 31, 2012 | |
Land |
|
| 783,963 | | |
| 797,879 | |
Buildings |
|
| 384,778 | | |
| 391,608 | |
Equipments |
|
| 75,214 | | |
| 81,813 | |
Other |
|
| — | | |
| 16,409 | |
|
|
| 1,243,955 | | |
| 1,287,709 | |
Less: Accumulated depreciation |
|
| 66,158 | | |
| 74,062 | |
Total |
|
| 1,177,797 | | |
| 1,213,647 | |
SUIC Worldwide (PK) (USOTC:SUIC)
Historical Stock Chart
From Aug 2024 to Sep 2024
SUIC Worldwide (PK) (USOTC:SUIC)
Historical Stock Chart
From Sep 2023 to Sep 2024