Grand China Energy Group Limite (OTC:SGBH)

WEB NEWS

Thursday, April 21, 2016

Auditor trail

Item 4.01.  Changes in Registrant’s Certifying Accountant.

Effective as of April 7, 2016, we dismissed Parker Randall CF (HK) CPA Ltd. (“Parker”) as our independent registered public accounting firm. Our Board of Directors approved the dismissal of Parker on April 7, 2016, and on the same date, approved the engagement of RT LLP, Chartered Accountants (“RT”) as our independent registered public accounting firm.

The reports of Parker on our financial statements for fiscal years ended December 31, 2014 and 2013 did not contain an adverse opinion or disclaimer of opinion, and they were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports included a going concern qualification.

During the Company’s fiscal years ended December 31, 2014 and 2013 and the subsequent interim period preceding their dismissal, there were no disagreements with Parker, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Parker, would have caused them to make reference to the subject matter of the disagreement in connection with their report on our financial statements.

We provided Parker with a copy of the disclosures we are making in this Report and have requested that Parker furnish us with a letter addressed to the SEC stating whether they agree with the above statements. A copy of Parker’s letter is filed herewith as Exhibit 16.1.

 


Friday, November 20, 2015

Comments & Business Outlook
GRAND CHINA ENERGY GROUP LTD. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(STATED IN US DOLLARS)
 

 

    Three month ended
30 September
    Nine months ended
30 September
 
    2015     2014     2015     2014  
    $     $     $     $  
Revenue     -       -       -       -  
Cost of revenue     -       -       -       -  
Gross profit     -       -       -       -  
Selling expenses     -       -       -       -  
Depreciation & Amortization     (11,728 )     (3,855 )     (35,184 )     (7,710 )
General and administrative     (55,955 )     -       (112,017 )     (121,937 )
Total operating expenses     (67,683 )     (3,855 )     (147,201 )     (129,647 )
Net loss from operations     (67,683 )     (3,855 )     (147,201 )     (129,647 )
Other items:                                
Interest expense     (1,482 )     (1,729 )     (4,525 )     (5,187 )
Exchange gain     -       -       8,676       5,295  
      (1,482 )     (1,729 )     4,151       108  
Income(loss) before tax     (69,165 )     (5,584 )     (143,050 )     (129,539 )
                                 
Income tax expense     -       -       -       -  
Net loss for the period     (69,165 )     (5,584 )     (143,050 )     (129,539 )
Foreign currency translation adjustment     11,807       7,486       27,866       8,427  
Comprehensive income(loss)     (57,358 )     1,902       (115,184 )     (121,112 )
Earnings Per Share (cents)                                
– Basic and diluted     (0.00 )     (0.00 )     (0.00 )     (0.00 )
                                 
Weighted Average Shares Outstanding                                
– Basic and diluted     373,793,578       373,793,578       373,793,578       373,793,578  

Management Discussion and Analysis

Gross Revenues

Our revenues for the three and nine months ended September 30, 2015 and September 30, 2014 were nil.

Net Loss

Net Loss from operations for the three and nine months ended September 30, 2015 and three and nine months ended September 30, 2014 was $67,683 and $147,201 and $3,855 and $129,647, respectively. The increases in net loss were attributable to increases in general and administrative expenses.


Wednesday, August 19, 2015

Comments & Business Outlook
GRAND CHINA ENERGY GROUP LTD. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(LOSS)
(STATED IN US DOLLARS)

 

    Three month ended
30 June
    Six months ended
30 June
 
    2015     2014     2015     2014  
    $     $     $     $  
Revenue     -       -       -       -  
Cost of revenue     -       -       -       -  
Gross profit     -       -       -       -  
Selling expenses     -       -       -       -  
Depreciation & Amortization     (11,728 )     (3,856 )     (23,456 )     (3,856 )
General and administrative     (49,183 )     (34,650 )     (56,062 )     (121,936 )
Total operating expenses     (60,911 )     (38,506 )     (79,518 )     (125,792 )
Net loss from operations     (60,911 )     (38,506 )     (79,518 )     (125,792 )
Other items:                                
Interest expense     (1,495 )     (1,730 )     (3,043 )     (3,458 )
Exchange gain     3,177       1,187       8,676       5,295  
      1,682       (543 )     5,633       1,837  
Income(loss) before tax     (59,229 )     (39,049 )     (73,885 )     (123,955 )
                                 
Income tax expense     -       -       -       -  
Net loss for the period     (59,229 )     (39,049 )     (73,885 )     (123,955 )
Foreign currency translation adjustment     (5,334 )     (5,758 )     16,059       941  
Comprehensive income(loss)     (64,563 )     (44,807 )     (57,826 )     (123,014 )
Earnings Per Share (cents) – Basic and diluted     (0.00 )     (0.00 )     (0.00 )     (0.00 )
                                 
Weighted Average Shares Outstanding – Basic and diluted     373,793,578       373,793,578       373,793,578       373,793,578  

Management Discussion and Analysis

Gross Revenues

The revenue for the three months ended June 30, 2015 and June 30, 2014 is nil respectively.


Net Loss

Net Loss for the three months ended June 30, 2015 and three months ended June 30, 2014 is $60,911 and $38,506 respectively.


Tuesday, July 7, 2015

Comments & Business Outlook
GRAND CHINA ENERGY GROUP LTD. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(LOSS)
(STATED IN US DOLLARS)

 

    Three months ended
31 March
 
    2015     2014  
    $     $  
Revenue, net of sales tax     -       -  
Cost of revenue     -       -  
Gross profit     -       -  
Selling expenses     -       -  
General and administrative     (18,607 )     (87,285 )
Total operating expenses     (18,607 )     (87,285 )
Net loss from operations     (18,607 )     (87,285 )
Other items:                
Interest expense     (1,548 )     (1,729 )
Exchange gain     5,499       4,108  
Loss before tax     (14,656 )     (84,906 )
                 
Income tax expense     -       -  
                 
Net loss for the period     (14,656 )     (84,906 )
Foreign currency translation adjustment     21,393       6,699  
Comprehensive income(loss)     6,737       (78,207 )
Earnings Per Share (cents) – Basic and diluted     (0.00 )     (0.00 )
                 
Weighted Average Shares Outstanding – Basic and diluted     373,793,578       373,793,578  

Management Discussion and Analysis

Gross Revenues

The revenue for the three months ended March 31, 2014 and March 31, 2013 is nil respectively.


Net Loss

Net Loss for the three months ended March 31, 2015 and three months ended March 31, 2014 is $14,656 and $84,906 respectively.


Monday, July 6, 2015

Comments & Business Outlook

GRAND CHINA ENERGY GROUP LTD. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(STATED IN US DOLLARS)

 

    Year ended 31 December  
    2014     2013  
    $     $  
Revenue, net of sales tax     -       189,000  
Cost of revenue     -       (100,000 )
Gross profit     -       89,000  
Depreciation & amortization     (29,880 )     -  
General and administrative     (190,556 )     (189,157 )
                 
Total operating expenses     (220,436 )     (189,157 )
Net loss from operations     (220,436 )     (100,157 )
Other items:                
Exchange gain     10,374       -  
Interest expense     (6,755 )     (1,744 )
Loss before tax     (216,817 )     (101,901 )
                 
Income tax expense     -       (20,000 )
                 
Net loss from continuing operations;     (216,817 )     (121,901 )
Net (loss)/income from discontinued operations     -       (16,753,104 )
Net loss for the period     (216,817 )     (16,875,005 )
Foreign currency translation adjustment     18,194       (599,762 )
Comprehensive (loss)/income     (198,623 )     (17,474,767 )
(Loss)/earnings Per Share (cents) – Basic and diluted     (0.00 )     (0.05 )
                 
Weighted Average Shares Outstanding – Basic and diluted     373,793,578       373,793,578  

Management Discussion and Analysis

Net Sales

We had no revenues in 2014 compared to revenues from continuing operations of $189,000 in 2013, all of which were derived from consulting services for the coal mine operations in Fujian Province, China. Our services include sales chain management system advisory as well as advisory works for mining exploration management on other coal mines in Fujian Province.

SGB Investment Limited have reduced its trading and consulting activates due to that fact, and spending more time on studying, developing and planning for other mining deposits which are near Shanxi Province, Xinjiang Province and in central Asian countries such as Kyrgyzstan and Uzbekistan.


Net Income/Loss

We recorded a net loss from continuing operations for the year ended December 31, 2014, of $216,817 as compared to a net loss from continuing operations for the year ended December 31, 2013, of $121,901. The increase was attributable to the geological research and due diligence conducted by us in 2014. We recorded a net loss from discontinued operations involving Dragon International Resources Group Co., Limited and Fujian Huilong Coal Mine Co. Ltd. for the year ended December 31, 2013 of $16,753,104. As those operations were discontinued in December 2013, we recorded no losses from discontinued operations for the year ended December 31, 2014.


Wednesday, November 19, 2014

Comments & Business Outlook

GRAND CHINA ENERGY GROUP LTD
(FORMERLY KNOWN AS “SGB INTERNATIONAL HOLDINGS INC.”)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(LOSS)
(STATED IN US DOLLARS)
 

 

 

    Three months ended
30 September
    Nine months ended
30 September
 
    2014     2013(restated)     2014     2013(restated)  
    $     $     $     $  
Revenue     600,000       -       1,707,000       -  
Cost of revenue     (447,869 )     -       (1,196,534 )     -  
Gross profit     152,131       -       510,466       -  
Selling expenses     (82,431 )     -       (148,665 )     (641 )
Depreciation & amortization     (3,855 )     -       (7,710 )     -  
General and administrative     (66,550 )     (5,228 )    

(209,707

)     (134,829 )
Total operating expenses     (152,836 )     (5,228 )     (366,082 )     (135,470 )
Net income (loss) from operations     (705 )     (5,228 )     144,384       (135,470 )
Other items:                                
Interest expense     (1,729 )     -       (5,187 )     -  
Exchange gain             -       5,295       -  
                                 
Income (loss) before tax     (2,434 )     (5,228 )     144,492       (135,470 )
                                 
Income tax expense     (60,000 )     -       (170,700 )     -  
                                 
Net loss from continuing operations;     (62,434 )     (5,228 )     (26,208 )     (135,470 )
Net loss from discontinued operations     -       (16,769,790 )     -       (16,929,732 )
Net loss for the period     (62,434 )     (16,775,018 )     (26,208 )     (17,065,202 )
Foreign currency translation adjustment     7,486       105,964       8,427       241,409  
Comprehensive loss     (54,948 )     (16,669,054 )     (17,781 )     (16,823,793 )
Earnings Per Share (cents) – Basic and diluted     (0.00 )     (4.49 )     (0.00 )     (4.57 )
                                 
Weighted Average Shares Outstanding – Basic and diluted     373,793,578       373,793,578       373,793,578       373,793,578  

Management Discussion and Analysis

Revenues

Our revenues are derived from the sale of coal. Overall revenue decreased by 1,124,690 or 65% from $1.72 million in 2013 Q3 to $0.6million in 2014 Q3, principally due to the restructuring of the Company after the disposal of Dragon International and Fujian Huilong on December 19, 2013.


Net Loss

As a result of the above, our net loss decreased by $16 million from $16.78 million in 2013 Q3 to $0.06 million in 2014 Q3.


Monday, August 18, 2014

Comments & Business Outlook

GRAND CHINA ENERGY GROUP LTD 

(FORMERLY KNOWN AS “SGB INTERNATIONAL HOLDINGS INC.”)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(LOSS)
(STATED IN US DOLLARS)

 

    Three month ended
30 June
    Six months ended
30 June
 
    2014     2013
(restated)
    2014     2013
(restated)
 
    $     $     $     $  
Revenue     580,000       -       1,078,015       -  
Cost of revenue     (456,180 )     -       (719,680 )     -  
Gross profit     123,820       -       358,335       -  
Selling expenses     (66,234 )     -       (66,234 )     (632 )
Depreciation & Amortization     (3,856 )     -       (3,856 )     -  
General and administrative     (55,870 )     (94,581 )     (143,156 )     (127,671 )
Total operating expenses     (125,960 )     (94,581 )     (213,246 )     (128,303 )
Net income(loss) from operations     (2,140 )     (94,581 )     145,089       (128,303 )
Other items:                                
Interest expense     (1,730 )             (3,458 )     -  
Exchange gain     1,187               5,295       -  
      (543 )     -       1,837       -  
Income(loss) before tax     (2,683 )     (94,581 )     146,926       (128,303 )
Income tax expense     (58,000 )             (110,700 )     -  
Net income(loss) from continuing operations;     (60,683 )     (94,581 )     36,226       (128,303 )
Net income from discontinued operations     -       (368,887 )     -       (258,606 )
Net income(loss) for the period     (60,683 )     (463,468 )     36,226       (386,909 )
Foreign currency translation adjustment     (5,758 )     182,822       941       232,169  
Comprehensive income(loss)     (66,441 )     (280,646 )     37,167       (154,740 )
Earnings Per Share (cents)                                
     – Basic and diluted     (0.02 )     (0.12 )     0.01       (0.10 )
                                 
Weighted Average Shares Outstanding –                                
Basic and diluted     373,793,578       373,793,578       373,793,578       373,793,578  

Management Discussion and Analysis

Revenues

Our revenues are derived from the sales of coal. The overall revenue decreased by 2,781,934 or 83% from $3.36 million in 2013 Q2 to $0.58 million in 2014 Q2, principally due to the restructuring the company after disposal of Dragon International and Fujian Huilong on December 19, 2013.


Net ( Loss) Income

As a result of the above, our net loss decreased by $0.40 million from $0.46 million in 2013 Q2 to $0.06 million in 2014 Q2.


Wednesday, April 16, 2014

Comments & Business Outlook
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(LOSS)
(STATED IN US DOLLARS)

 
   
Year ended December 31
 
   
2013
   
2012
(restated)
 
    $     $  
Revenue, net of sales tax
    189,000       -  
Cost of revenue
    (100,000 )     -  
Gross profit
    89,000       -  
Selling expenses
    -       (11,129 )
General and administrative
    (189,157 )     (451,040 )
Total operating expenses
    (189,157 )     (462,169 )
Net loss from operations
    (100,157 )     (462,169 )
Other items:
               
Interest expense
    (1,744 )     (9,736 )
Loss before tax
    (101,901 )     (471,905 )
                 
Income tax expense
    (20,000 )     -  
Net loss from continuing operations;
    (121,901 )     (471,905 )
Net (loss)/income from discontinued operations
    (16,753,104 )     1,011,610  
Net loss for the period
    (16,875,005 )     539,705  
Foreign currency translation adjustment
    (599,762 )     (49,047 )
Comprehensive (loss)/income
    (17,474,767 )     490,658  
(Loss)/earnings Per Share (cents)
               
  – Basic and diluted
    (0.05 )     (0.00 )
                 
Weighted Average Shares Outstanding –
               
  Basic and diluted
    373,793,578       323,344,302  

Management Discussion and Analysis

Net Sales
 
Our revenues are derived from the sales of coal. The overall revenue decreased by $5.48 million or 43% from $12.72 million in 2012 to $7.23 million in 2013. We have yet to attain the full production capacity in 2013 due mainly to the on-going construction of the new shafts which has slowed down the mining production.

Net Income
 
With the  impairment loss on receivable and the discontinued operations of Fujian Huilong Company recorded in 2013, the net income decreased by about $16.5 million from $0.54 million in 2012 to the loss of $17.0 million in 2013.


Friday, March 28, 2014

Auditor trail

Item 4.01 Changes in Registrant's Certifying Accountant.
 
(a), (b) The Board of Directors of SGB International Holdings Inc. (the “Company”) recently completed a competitive process to determine what audit firm would serve as the Company's independent registered public accounting firm for the year ended December 31, 2013. On March 3, 2014, the Board of Directors determined to dismiss MNP LLP (“MNP”) as the Company's independent registered public accounting firm effective immediately.  The reports of MNP on the Company's consolidated financial statements as of and for the years ended December 31, 2012 and 2011 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2012 and 2011, and through March 3, 2014, there were no (a) disagreements with MNP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to MNP's satisfaction, would have caused MNP to make reference to the subject matter thereof in connection with its reports for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

The Company provided MNP with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from MNP a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of MNP's letter dated March 25, 2014 is attached as Exhibit 16.1.

Contemporaneous with the determination to dismiss MNP, the Board of Directors engaged Parker Randall CF (H.K.) CPA LIMITED as the Company's independent registered public accounting firm for the year ended December 31, 2013, also to be effective immediately.

During the years ended December 31, 2012 and 2011, and the subsequent interim period through and through March 3, 2014, the Company did not consult with Parker Randall CF (H.K.) CPA LIMITED regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 20, 2014, the Board of Directors of SGB International Holdings Inc. (the “Company”), appointed Mr. Vincent Xu and Ms. Feng Baozhu as a directors of the Company, effective immediately, to serve until the next annual meeting of shareholders.

Vincent Xu, age 29, graduated from Griffith University in Australia and received his Master’s degree of Applied Finance in Queensland University of Technology in 2007. Mr. Xu has been a corporate advisor since 2012. He served as a senior account executive at Well & Well JP Capital Group Limited and currently as a senior executive vice president at Strategic Capital Management (Asia) Limited. He has extensive experience in working closely with CEOs, their leadership teams, and corporate boards in such areas as team development, formulating and implementing corporate strategy and capital restructuring.

Feng Baozhu, age 24, is the Administration Manager of Hong Kong Jardine Chemical Limited, a chemical product trading company. She was graduated from Agricultural University of South China with a major in accounting and auditing. She served as the Administration and Operation manager of Carnival City Hotel in Dong Guan from 2007 to 2011, leading the team to provide high quality hospitality service for 4 years.

There is no arrangement or understanding between the Company and either Mr. Xu or Ms. Feng and any other person pursuant to which Mr. Xu or Ms. Feng was elected as a director. Additionally, there is no transaction between the Company and either Mr. Xu or Ms. Feng that would require disclosure under Item 404(a) of Regulation S-K.


Tuesday, November 26, 2013

Comments & Business Outlook
SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(STATED IN US DOLLARS)
(UNAUDITED)

    Three Months Ended     Nine Months Ended  
    September 30     September 30     September 30     September 30  
    2013     2012     2013     2012  
                 
Revenue   1,724,690     3,041,935     7,008,929     8,763,676  
Cost of revenue   (1,597,902 )   (2,211,493 )   (5,497,795 )   (6,085,845 )
Gross profit   126,788     830,442     1,511,134     2,677,831  
Selling expenses   (13,515 )   (24,497 )   (136,977 )   (218,422 )
General and administrative   (676,515 )   (593,121 )   (1,376,401 )   (1,650,477 )
Depreciation and amortization   (40,397 )   (47,003 )   (137,719 )   (135,264 )
Total operating expenses   (730,427 )   (664,621 )   (1,651,097 )   (2,004,163 )
Net income/(loss) from operations   (603,639 )   165,821     (139,963 )   673,668  
Other items:                        
Interest expense   (64,317 )   (39,175 )   (65,177 )   (119,641 )
Loss on non-collectible deposit for investment   (2,912,793 )   -     (2,895,758 )   -  
Loss on disposal   (901,806 )   (8,282 )   (1,699,609 )   (37,311 )
Other income   -     -     -     5,274  
Gain on debt waiver   239,903     -     238,500     -  
Impairment loss   (12,516,482 )   -     (12,443,281 )   -  
    (16,155,495 )   (47,457 )   (16,865,325 )   (151,678 )
Income/(loss) before income tax expense   (16,759,134 )   118,364     (17,005,288 )   521,990  
Income tax expense   (15,884 )   (23,173 )   (59,914 )   (66,989 )
Net income/(loss)   (16,775,018 )   95,191     (17,065,202 )   455,001  
Foreign currency translation adjustment   105,964     (92,238 )   241,409     (121,424 )
Comprehensive income/(loss)   (16,669,054 )   2,953     (16,823,793 )   333,557  
(Loss)/earnings Per Share (cents)                        
   – Basic and diluted   (4.49 )   0.03     (4.57 )   0.15  
                         
Weighted Average Shares Outstanding –                        
Basic and diluted   373,793,578     373,798,573     373,793,578     312,946,625  

The accompanying notes are an integral part of these consolidated financial statements


Friday, August 30, 2013

Comments & Business Outlook

SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(STATED IN US DOLLARS)
(UNAUDITED)

    THREE MONTHS ENDED     SIX MONTHS ENDED  
    June 30     June 30     June 30     June 30  
    2013     2012     2013     2012  
    $     $     $     $  
Revenue   3,361,934     3,290,115     5,234,484     5,721,741  
Cost of revenue   (2,495,178 )   (2,341,451 )   (3,860,394 )   (3,874,351 )
                         
Gross profit   866,756     948,664     1,374,090     1,847,390  
                         
Selling expenses   (18,248 )   (97,053 )   (60,499 )   (193,925 )
General and administrative   (426,537 )   (496,960 )   (767,450 )   (1,057,356 )
Depreciation and amortization   (57,982 )   (47,408 )   (92,739 )   (88,261 )
                         
Total operating expenses   (502,767 )   (641,421 )   (920,688 )   (1,339,542 )
                         
Net income from operations   363,989     307,243     453,402     507,848  
                         
Other items:                        
Interest expense   -     (37,814 )   -     (80,466 )
Disposition Loss   (798,805 )   (15 )   (796,547 )   (29,032 )
Other income   -     88     -     5,275  
    (798,805 )   (37,741 )   (796,547 )   (104,223 )
                         
Income (loss) before income tax   (434,816 )   269,502     (343,145 )   403,625  
expense                        
                         
Income tax expense   (28,652 )   (25,444 )   (43,764 )   (43,815 )
                         
Net income/(loss)   (463,468 )   244,058     (386,909 )   359,810  
                         
Foreign currency translation adjustment   182,822     (85,970 )   232,169     (29,186 )
                         
Comprehensive (expense)/income   (280,646 )   158,088     (154,740 )   330,624  
                         
(Loss)/earnings Per Share (cents)                        
   – Basic and diluted   (0.12 )   0.08     (0.10 )   0.10  
                         
Weighted Average Shares Outstanding – Basic and diluted   373,793,578     320,855,157     373,793,578     347,470,606  

The accompanying notes are an integral part of these consolidated financial statements


Tuesday, July 16, 2013

Investor Alert

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2013, Mr. Longwen Lin resigned as a director, Chief Executive Officer and President of our company and Mr. Yi Zhang also resigned as a director of our company. Messrs. Lin and Zhang’s resignations were not as a result of a disagreement with our company on any matter relating to our operations, policies or practices.

Also on July 8, 2013, Mr. Shibi Chen was appointed to be a director, Chief Executive Officer and President of our company.


Wednesday, May 15, 2013

CFO Trail

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2013 Thomas Tze Khern Yeo resigned as Chief Financial Officer and Corporate Secretary of our company. Mr. Yeo’s resignation was not as a result of any disagreement with our company or its policies. Effective May 7, 2013 Peifeng Huang was appointed as our Chief Financial Officer and Corporate Secretary.

Mr. Huang has served as a production manager of Tong Duan Ping Coal Mine in Fujian Province from 1997 to 2005 and has served as coal mine production manager of Fujian Huilong since 2006. Mr. Huang graduated from Fujian Coal University with a degree in coal mining.


Wednesday, January 18, 2012

Deal Flow
On December 29, 2011, we completed a private placement of 128,769,132 shares of our common stock at a deemed price of $0.06 per share. We issued the securities to two non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

Tuesday, May 17, 2011

Reverse Merger Activity
On May 11, 2011 Yongding Shangzhai  became a public entity via a reverse merger transaction.`

Company Snapshot:

Engaged in coal production and sales by exploring, developing, and mining coal properties

Industry Snapshot

Post Merger Share Calculation:

  • 5,071,210: Pre reverse merger outstanding shares (adjusted for 4.5 for one forward split).  
  • 220,522,000: Newly issued shares of Common Stock

GeoTeam® best effort calculation of total post reverse merger shares assuming full conversions:  225,593,210

Financial Snapshot: December Year End

    Year Ended December 31, 2010     Year Ended December 31, 2009  
    $      % of Sales     $      % of Sales  
Net sales   13,617,770     100%     15,409,749     100%  
Cost of sales   (6,702,426 )   49%     (9,171,294 )   60%  
Gross profit   6,915,344     51%     6,238,455     40%  
Operating expenses   (2,034,217 )   15%     (1,398,851 )   9%  
Profit from operations   4,881,127     36%     4,839,604     31%  
Net income   3,017,777     22%     1,861,341     12%  

Pro Forma Valuation: using ask price of $0.30 and new share count

  • Trailing EPS: $0.02
  • Trailing P/E:  15

Liquidity Requirements
Based on our current expectations, we believe our cash, and cash generated from operations will satisfy our working capital needs, and other liquidity requirements associated with our existing operations through the remainder of this year. We will continue to seek opportunities to expand our existing mining operations and acquire additional coal mining rights, and we expect to finance such acquisitions through the issuance of debt or equity securities.

Investor Alert

The Shangzhai coal mine produced more than 200,000 t of coal in 2009. However, this production capacity may not be sustainable because portions of the mine development are situated outside the boundaries of the valid mining permit. According to Wardrop Engineering Inc., the Shangzhai coal mine should have a production capacity of only 90,000 t/a under the current valid mining permit. Government authorities may order the Shangzhai coal mine to be closed or limited at any time, since the area of active mining currently exceeds the limits of the mining permit.

We have submitted to the relevant authorities for the renewal of the mining permit to expand the mining area and increase production capacity. A notice issued in 2006 by the State Environmental Protection Administration (SEPA) deemed that the Environmental Impact Assessment of a coal mine construction project within an area covered by a coal mine master plan cannot be approved until a planning Environmental Impact Assessment of the coal mine master plan is approved. Since the master plan for the Longyang Longtan – Shizhong coal mine area (which covers the Shangzhai coal mine) was under preparation as of November 2010, there is a risk that an Environmental Impact Assessment for the Shangzhai coal mine expansion will not be approved before the corresponding planning Environmental Impact Assessment is approved. Delay or failure in securing the relevant governmental approvals or permits as well as any adverse change in government policies may cause a significant adjustment to our operations and financial condition.



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