SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended April 30, 2006
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _______________.
Commission file number O-24512
Renhuang Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Anza Capital, Inc.
(Former name of small business issuer)
_________Nevada 88-1273503
(State or other jurisdiction I.R.S. Employer incorporation or organization)
of Identification No.)
c/o Viking Investments
65 Broadway, Suite 888
New York, NY 10006
(Address of principal executive offices) (Zip Code)
(212) 430 6548
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|
Issuer's revenues for its most recent fiscal year: $00.00
Aggregate market value of the voting stock held by non-affiliates: $207,741.66,
as based on last reported sales price of such stock. The voting stock held by
non-affiliates on that date consisted of 3,462,361 shares of common stock.
Number of shares outstanding of each of the issuer's classes of common stock at
April 30, 2006:
Common Stock: 13,355,181 (Pre Stock Split) Preferred Stock: 0
Transitional Small Business Disclosure Format (check one) Yes |_| No |X|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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. |_|
Documents Incorporated by Reference
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to rule 424(b) or
(c) of the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
RENHUANG PHARMACEUTICALS, INC.
TABLE OF CONTENTS
Part I
ITEM 1 -- BUSINESS
ITEM 2 -- PROPERTIES
ITEM 3 -- LEGAL PROCEEDINGS
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Part II
ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS
ITEM 6 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATION
ITEM 7 -- FINANCIAL STATEMENTS
ITEM 8 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9 -- CONTROLS AND PROCEDURES
ITEM 10 -- OTHER INFORMATION
Part III
ITEM 11 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 12 -- EXECUTIVE COMPENSATION
ITEM 13 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
ITEM 14 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 15 -- PRINCIPAL ACCOUNTING FEES AND SERVICES
Part IV
ITEM 16 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART I
This Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on management's beliefs and assumptions, and on information currently available
to management. Forward-looking statements include the information concerning
possible or assumed future results of operations of the Company set forth under
the heading "Management's Discussion and Analysis of Financial Condition or Plan
of Operation." Forward-looking statements also include statements in which words
such as "expect," "anticipate," "intend," "plan," "believe," "estimate,"
"consider" or similar expressions are used.
Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. The Company's future results and
shareholder values may differ materially from those expressed in these
forward-looking statements. Readers are cautioned not to put undue reliance on
any forward-looking statements.
ITEM 1 -- BUSINESS
Business Overview
Up until March 3, 2006, we were a holding company that currently operated
primarily through one active subsidiary, American Residential Funding, Inc., a
Nevada Corporation (AMRES), which provided home financing through the brokerage
of residential home loans.
AMRES
AMRES consistently provided the majority of our consolidated revenue. AMRES is
primarily a loan broker that, through its loan agents, locates prospective
borrowers from real estate brokers, home developers, and marketing to the
general public. After taking a loan application, AMRES processes the loan
package, including obtaining credit and appraisal reports. AMRES then presents
the loan to one of approximately 400 approved lenders, who then approve the
loan, draw loan documents, and fund the loan. AMRES receives a commission for
each brokered loan, less what is paid to each agent.
The mortgage loans are generally "one-to-four-family" mortgage loans, which were
permanent loans (as opposed to construction or land development loans) secured
by mortgages on non-farm properties, including attached or detached
single-family or second/vacation homes, one-to-four-family primary residences
and condominiums or other attached dwelling units, including individual
condominiums, row houses, townhouses and other separate dwelling units even when
located in buildings containing five or more such units. Each mortgage loan may
be secured by an owner-occupied primary residence or second/vacation home, or by
a non-owner occupied residence.
We have marketed and sold our mortgage brokerage services primarily through a
direct sales force of loan agents totaling between 20 and 40 persons from our
previous office in Costa Mesa, California, as well as over 500 loan agents at
branch locations.
We faced intense competition in the origination and brokering of our mortgage
loans. Such competition came from banks, savings and loan associations and other
entities, including real estate investment trusts. Many of our competitors had
significantly more assets and greater financial resources than us.
Environmental Matters
We have not been required to perform any investigation or clean up activities,
nor have we been subject to any environmental claims. There can be no assurance,
however, that this will remain the case in the future.
Trade Names and Service Marks
We do not currently own any Trade Names, Trade Marks or Service Marks.
Employees
As of March 8, 2006, we do not have any employees.
Historical Changes in Business Strategy and Changes in Control
Renhuang Pharmaceuticals, Inc. ("Renhuang" or the "Company") was incorporated in
the State of Nevada on August 18, 1988 as Solutions, Incorporated. Since that
time, we have undergone a series of name changes as follows: Suarro
Communications, Inc., e-Net Corporation, e-Net Financial Corp., e-Net.Com
Corporation, e-Net Financial.Com Corporation, and on January 2, 2002 to Renhuang
Pharmaceuticals, Inc.
On April 11, 2006, the Company received written consents in lieu of a meeting of
Stockholders from holders of 9,892,820 shares representing approximately 74% of
the 13,355,181 shares of the total issued and outstanding shares of voting stock
of the Company (the "Majority Stockholders") approving the amendments to the
Company's Articles of Incorporation (the "Amendment"): (i) to change the name of
the Company to Renhuang Pharmaceutical, Inc.
On July 27, 2006 the Company effectuated the name change to Renhuang
Pharmaceuticals, Inc.
Recapitalization
In November 1999, our outstanding common stock underwent a two-for-one forward
split. Effective in April 2003, (a) our preferred stockholders exchanged their
Series A and Series C preferred stock for newly created Series E and Series D
preferred stock, respectively, (b) our President exchanged cancelled options and
converted debt into common stock and newly created Series F preferred stock, and
(c) our common stock underwent a one-for-twenty reverse stock split, resulting
in a decrease in our outstanding common stock at the time from 99,350,000 shares
to 4,967,500 shares.
On or about April 11, 2006, the Company received written consents in lieu of a
meeting of Stockholders from holders of 9,892,820 shares representing
approximately 74% of the 13,355,181 shares of the total issued and outstanding
shares of voting stock of the Company (the "Majority Stockholders") approving
the 1-for-30 reverse stock split of our Common Stock. On April 11, 2006, the
Board of Directors of the Company approved the above-mentioned stock split,
subject to Stockholder approval and on August 11, 2006, the Board of Directors
effectuated the stock split reversal.
Discontinued operations
On September 30, 2005, the Board of Directors of the Company approved, declared
it advisable and in the Company's best interests and directed that there be
submitted to the holders of a majority of the Company's voting stock for action
by written consent the proposed sale of substantially all of the Company's
assets, including but not limited to all of the Company's ownership interest in
AMRES to AMRES Holding.
The purpose of the Asset Sale, in conjunction with the Securities Sale described
below, is to promote the interests of the Company's stockholders by selling
unprofitable assets to prevent further losses and provide them with a reasonable
exit from their equity holdings in the Company.
Vincent Rinehart, a shareholder and at the time, the sole officer and director
of the Company, is the managing member of AMRES Holding and an officer and
director of AMRES, and as such there may have existed a conflict of interest in
the related-party transaction, which conflict of interest was waived by the
Board of Directors and the majority of the voting stockholders of the Company.
Securities Sale
On September 19, 2005, the Board of Directors of the Company approved, declared
it advisable and in the Company's best interests and directed that there be
submitted to the holders of a majority of the Company's voting stock for action
by written consent the proposed sale by AMRES Holding and Rinehart to Viking of
their entire ownership interests in the Company consisting of an aggregate of
approximately 10,379,731 shares of common stock, par value $0.001 and warrants
to purchase a total of 3,450,000 shares of the Company's common stock
(collectively, the "Securities") in exchange for an aggregate purchase price of
$375,000 (the "Purchase Price"), of which $150,000 was paid out as a dividend to
approximately 3,026,688 shares and was equal to approximately $0.0495 per share,
and the balance to pay off to pay off company debt and liabilities, leaving the
Company without assets and liabilities, as additional consideration in
connection with the transactions contemplated by the Asset Sale. Approval of the
Securities Sale by a majority of the company's stockholders was not required;
nonetheless, effective on September 30, 2005, the Securities Sale was approved
by written consent of a majority of the Company's stockholders. Viking does not
bear a related-party relationship to the Company or its management.
Dividend
The Company distributed $150,000 of the Purchase Price as a cash dividend to the
Company shareholders on or about March 15, 2006. The dividend was paid to
approximately 3,026,688 shares and was equal to approximately $0.0495 per share.
The balance of the funds was used to resolve all outstanding obligations of the
Company and AMRES prior to the consummation of the Securities Sale (the
"Closing").
Closing Date
On March 3, 2006, the Closing Date, the transactions referred to above closed
and we discontinued our operations.
The Company is currently devoting its efforts to locating merger or acquisition
candidates. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital, locate and complete a
merger with or acquisition of another company, and ultimately, achieve
profitable operations. The accompanying financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
ITEM 2 -- PROPERTIES
Our principal place of business is in New York City, New York, where we are
provided with offices at no cost by our majority shareholder, Viking
Investments.
ITEM 3 -- LEGAL PROCEEDINGS
We are not a party to, or threatened by any litigation or procedures.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no events that are required to be reported under this Item.
PART II
ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS
Market Information
Our common stock is currently quoted on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc., under the symbol "AZAC." Our common
stock is only traded on a limited or sporadic basis and should not be deemed to
constitute an established public trading market. There is no assurance that
there will be liquidity in the common stock.
The following table sets forth the high and low bid information for each quarter
within the two most recent fiscal years, as provided by the NASDAQ Stock
Markets, Inc. The information reflects prices between dealers, and does not
include retail markup, markdown, or commission, and may not represent actual
transactions.
Fiscal Year Bid Prices
Ended ----------
April 30, Period High Low
--------- ------------------------ ---- ---
2004 First Quarter 1.05 0.65
Second Quarter 0.80 0.25
Third Quarter 0.58 0.25
Fourth Quarter 0.40 0.21
2005 First Quarter 0.28 0.115
Second Quarter 0.17 0.06
Third Quarter 0.12 0.06
Fourth Quarter 0.13 0.05
2006 First Quarter 0.13 0.04
Second Quarter 0.09 0.04
Third Quarter 0.04 0.03
Fourth Quarter 0.15 0.02
2007 First Quarter (through 0.07 0.04
June 30, 2006)
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. The Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to a few exceptions
that we do not meet. Unless an exception is available, the regulations require
the delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.
Holders
As of July 15, 2006, there were 13,355,181 shares of our common stock Issued and
outstanding held by 72 holders of record.
Dividend Policy
The Company distributed $150,000, as further described above under Discontinued
Operations, as a cash dividend to the Company shareholders on or about March 15,
2006. The dividend was paid to approximately 3,026,688 shares equal to
approximately $0.0495 per share.
We do not expect to pay any dividend in the foreseeable future. We intend to
apply our earnings, if any, in expanding our operations and related activities.
The payment of cash dividends on our common stock in the future will be at the
discretion of the Board of Directors and will depend upon such factors as
earnings levels, capital requirements, our financial condition and other factors
deemed relevant by the Board of Directors.
Unregistered Sales of Equity Securities
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATION
OVERVIEW
As of March 3, 2006 we discontinued our previous operations and we have not
started any new operations. The Company is currently devoting its efforts to
locating merger candidates. The Company's ability to continue as a going concern
is dependent upon its ability to develop additional sources of capital, locate
and complete a merger with another company, and ultimately, achieve profitable
operations. The accompanying financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
The following discussion contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of many factors,
including those set forth under "Risk Factors." The following discussion should
be read together with our financial statements and the notes to those financial
statements included elsewhere in this annual report.
Except for historical information, the materials contained in this Management's
Discussion and Analysis are forward-looking (within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934) and involve a number of risks and uncertainties. These include the
Company's historical losses, the need to manage its growth, general economic
downturns, intense competition in the financial services and mortgage banking
industries, seasonality of quarterly results, and other risks detailed from time
to time in the Company's filings with the Securities and Exchange Commission.
Although forward-looking statements in this Annual Report reflect the good faith
judgment of management, such statements can only be based on facts and factors
currently known by the Company. Consequently, forward-looking statements are
inherently subject to risks and uncertainties, actual results and outcomes may
differ materially from the results and outcomes discussed in the forward-looking
statements. Readers are urged to carefully review and consider the various
disclosures made by the Company in this Annual Report, as an attempt to advise
interested parties of the risks and factors that may affect the Company's
business, financial condition, and results of operations and prospects.
Income Taxes
We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. We review our deferred tax assets for recoverability and establish
a valuation allowance based upon historical losses, projected future taxable
income and the expected timing of the reversals of existing temporary
differences. During the years ended April 30, 2006 and 2005, we estimated the
allowance on net deferred tax assets to be one hundred percent (100%) of the net
deferred tax assets.
RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED APRIL 30, 2006 COMPARED TO THE
TWELVE MONTHS ENDED APRIL 30, 2005
Introduction
We have incurred significant non-cash expenses for the years ending April 30,
2006 and April 30, 2005 of $0.00 and $1,650,207.
Revenues
Revenues decreased by $50,289,432 or (100)% for the year ended April 30, 2006,
compared to the year ended April 30, 2005. The decrease in revenues is directly
related to decrease in loan production and discontinued operations.
Consolidated gross profit decreased by $13,242,061, or (100)% for the year ended
April 30, 2006 to $0.00 from $13,242,061 for the year ended April 30, 2005. The
decrease in gross profit is directly related to decrease in loan production and
discontinued operations.
Selling and Marketing Expense
Selling and marketing expense relates primarily to costs incurred for
prospecting activities to obtain new clients (borrowers). These costs include
acquiring "leads" which translate into funded loans. Selling and marketing
expenses for the year ended April 30, 2006 amounted to $0.00 compared to
$2,445,404 in the comparative prior year. The increase from the prior year is
due to discontinued operations.
Consulting Expenses
We have recorded $0.00 in consulting fees.
Income Taxes
Our income taxes have not been material during the periods presented because of
the current losses and utilization of RENHUANG's net operating loss
carry-forwards for federal income tax reporting purposes. California suspended
net operating losses usage for fiscal 2003, 2004, and 2005. The Company has no
significant current or deferred income tax expense during the periods presented.
Net Loss Available to Common Shareholders
There was a net income from discontinued operations for the year ended April 30,
2006 in the amount of $876,951 or $0.12 per share compared with a net loss
available to common shareholders of $3,579,642, or $(0.73)per share for the year
ended April 30, 2005.
As we continued to experience a significant slow down in the refinance business,
and to be unsuccessful in the business initiatives described above and to expand
our sources of revenue, we took immediate actions and discontinued our
operations as further described above. Loss from Discontinued Operations
Liquidity and capital resources
Cash Flows for the Twelve Months Ended April 30, 2006 Compared to the Twelve
Months Ended April 30, 2005.
Our cash balance is zero on hand as of April 30, 2006.
Net cash used in operating activities was $1,316,840 for the twelve months ended
April 30, 2006, compared to $3,374,672 of cash provided by operating activities
for the twelve months ended April 30, 2005.
Net cash used in investing activities was $0.00 and $8,181 for the twelve months
ended April 30, 2006 and 2005, respectively. For the twelve months ended April
30, 2006, net cash used in investing activities relates to the purchase of
equipment in the amount of $0.00.
Net cash provided by financing activities was $for the twelve months ended April
30, 2006, compared to net cash used in financing activities in the amount of
$2,495,168 for the twelve months ended April 30, 2005. The most significant
contributor to the cash used in financing activities during year ended April 30,
2006 was $150,000 being payment of dividend.
As most business oriented entities, we are vulnerable to increases in interest
rates.
ITEM 7 -- FINANCIAL STATEMENTS
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On March 8, 2006, the board of directors of Renhuang Pharmaceuticals, Inc.,
approved the dismissal of Singer Lewak Greenbaum & Goldstein LLP as independent
auditor for the Company. Singer, Lewak, Greenbaum & Goldstein LLP's was our
independent accountants for the fiscal year ending April 30, 2005 only and they
opined on one year of financial statements, specifically, the year ending April
30, 2005.
Management of Renhuang Pharmaceuticals, Inc. has not had any disagreements with
Singer Lewak Greenbaum & Goldstein LLP related to any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure. For the fiscal year ended April 30, 2005 and through Singer Lewak
Greenbaum & Goldstein LLP dismissal on March 8, 2006, there has been no
disagreement between the Company and Singer Lewak Greenbaum & Goldstein LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Singer Lewak Greenbaum & Goldstein LLP would have caused
it to make a reference to the subject matter of the disagreement in connection
with its reports.
In connection with their audit of our financial statements for the fiscal year
ended April 30, 2005 and reviews of the interim periods preceding March 8, 2006,
there have been no disagreements with Singer Lewak Greenbaum & Goldstein LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Singer Lewak Greenbaum & Goldstein LLP would have caused
them to make reference thereto in their report on the financial statements.
On March 8, 2006, the Company engaged Rotenberg & Co. LLP of Rochester, New
York, as its new independent auditors.
ITEM 9 - CONTROL AND PROCEDURE
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, with the participation of our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended,
or the Exchange Act, as of January 31, 2006, to ensure that information required
to be disclosed by us in the reports filed or submitted by us under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the Securities Exchange Commission's rules and forms, including to
ensure that information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that as of January
31, 2006, our disclosure controls and procedures were not effective at the
reasonable assurance level due to the material weaknesses described below.
In light of the material weaknesses described below, we performed additional
analysis and other post-closing procedures to ensure our consolidated financial
statements were prepared in accordance with generally accepted accounting
principles. Accordingly, we believe that the consolidated financial statements
included in this report fairly present, in all material respects, our financial
condition, results of operations and cash flows for the periods presented.
A material weakness is a control deficiency (within the meaning of the Public
Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or
combination of control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. Management has identified the
following two material weaknesses which have caused management to conclude that,
as of January 31, 2006, our disclosure controls and procedures were not
effective at the reasonable assurance level:
We were unable to meet our requirements to timely file our Form 10-Q for the
quarter ended July 31, 2005. Management evaluated the impact of our inability to
timely file periodic reports with the Securities and Exchange Commission on our
assessment of our disclosure controls and procedures and has concluded that the
control deficiency that resulted in the inability to timely make these filings
represented a material weakness.
We did not maintain a sufficient complement of finance and accounting personnel
with adequate depth and skill in the application of generally accepted
accounting principles. In addition, we did not maintain a sufficient complement
of finance and accounting personnel to handle the matters necessary to timely
file our Form 10-Q for the quarter ended July 31, 2005. Management evaluated the
impact of our lack of sufficient finance and accounting personnel on our
assessment of our disclosure controls and procedures and has concluded that the
control deficiency that resulted in our lack of sufficient personnel represented
a material weakness.
To address these material weaknesses, management performed additional analyses
and other procedures to ensure that the financial statements included herein
fairly present, in all material respects, our financial position, results of
operations and cash flows for the periods presented.
Remediation of Material Weaknesses
To remediate the material weaknesses in our disclosure controls and procedures
identified above, subsequent to April 30, 2005, in addition to working with our
independent auditors, we retained a third-party consultant to advise us
regarding our financial reporting process.
Changes in Internal Control over Financial Reporting
Except as noted above, there were no changes in our internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, during our most recently completed fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
ITEM 10 -- OTHER INFORMATION
On September 19, 2005, we entered into a Common Stock Purchase Agreement whereby
Vince Rinehart, a shareholder and our sole officer and director ("Rinehart") and
AMRES Holding, LLC, a Nevada limited liability company under control of Rinehart
("AMRES Holding") will sell a total combined amount of approximately 10,379,731
shares of our common stock and warrants to purchase a total of 3,450,000 shares
of our common stock (the "Securities"), to Viking Investments USA, Inc., a
Delaware corporation ("Viking"), on or about October 28, 2005, for an aggregate
purchase price of $375,000. Viking does not bear a related-party relationship to
Renhuang or its management. The anticipated closing date was changed by
agreement of the parties to December 30, 2005.
On September 23, 2005, we received a signed Securities Purchase Agreement dated
September 16, 2005 from Peter and Irene Gauld (the "Gaulds"), by and between
AMRES Holding and the Gaulds, whereby the Gaulds will sell to AMRES Holding, on
or about October 28, 2005, warrants to acquire 2,000,000 shares of common stock
of Renhuang in exchange for the total purchase price of $10,000. The Gaulds do
not bear a related-party relationship to Renhuang or its management. The
anticipated closing date has been changed by agreement of the parties to
December 30, 2005.
On September 30, 2005, we entered into a Reorganization, Stock and Asset
Purchase Agreement by and among Renhuang and AMRES, on the one hand, and
Rinehart and AMRES Holding, on the other hand, whereby we will sell
substantially all of our assets to AMRES Holding, on or about November 8, 2005,
including but not limited to all of our ownership interest in our subsidiary,
AMRES, in exchange for (i) the termination by Rinehart, the managing member of
AMRES Holding, of that certain Employment Agreement dated June 1, 2001, by and
between Rinehart and the Company, including the waiver of $500,000 in severance
thereunder and (ii) the assumption by AMRES of all obligations under that
certain real property lease by and between the Company and Fifth Street
Properties-DS, LLC. In conjunction with the abovementioned exchange, the
following transactions will occur: (i) the delivery by Rinehart, a shareholder
and the sole officer and director of the Company, of his entire ownership
interest in the Company, consisting of 988,275 shares of common stock, and
18,800 shares of Series F Convertible Preferred Stock, to Viking; (ii) the
delivery by AMRES to Viking of its ownership interest in the Company, consisting
of 4,137,500 shares of Company common stock; and (iii) delivery by AMRES Holding
of warrants to acquire 250,000 shares of the Company's common stock to Viking.
The anticipated closing date was changed by agreement of the parties to December
30, 2005.
On September 30, 2005, AMRES Holding entered into a Stock Purchase Agreement
with Cranshire Capital, L.P. ("Cranshire"), The dotCom Fund, LLC ("dotCom"), and
Keyway Investments, Ltd. ("Keyway") (each a "Seller" and collectively the
"Sellers"), whereby the Sellers will sell to AMRES Holding, on or about November
8, 2005, an aggregate of 3,043,945 shares of our common stock, 8,201.5 shares of
our Series D Preferred stock, and warrants to purchase 750,000 shares of our
common stock, in exchange for the total purchase price of $125,000. The
anticipated closing date was changed by agreement of the parties to December 30,
2005. The Sellers do not bear a related-party relationship to Renhuang or its
management.
On March 3, 2006, these securities were all sold to Viking pursuant to the terms
of Common Stock Purchase Agreement as reported in our Current Report on Form 8-K
dated September 23, 2005.
PART III
ITEM 11 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and Executive Officers
The following table sets forth the names and ages of our current directors and
executive officers, the principal offices and positions held by each person, and
the date such person became a director or executive officer. Our executive
officers are elected annually by the Board of Directors. The directors serve one
year terms until their successors are elected. The executive officers serve
terms of one year or until their death, resignation or removal by the Board of
Directors. Unless described below, there are no family relationships among any
of the directors and officers.
Name Age Position(s)
-------------- ----- --------------------------------------
Name Age Position(s)
-------------- ----- --------------------------------------
Shaoming Li 44 Chairman of the Board of Directors,
President, and Chief Executive Officer
Leo L. Wang 38 Director, Chief Financial Officer
Fanrong Meng 34 Director
Dianjun Pi 55 Director
Zuoliang Wang 35 Director, Chief Accounting Officer
Mr. Li Shaoming has served as the Chairman of the Board of Directors since
founding Harbin Renhuang Pharmaceutical Co. Ltd in 1996. Mr. Li has more than 20
years experience from the pharmaceutical and finance industry. From 1984 to
1996, Mr. Li served as Vice Chairman of Shenzhen Health Pharmaceutical Co. Ltd,
a company dedicated to drug research, production, and sales. Mr. Li is a
professor at Harbin Business University and Northeastern Agriculture University.
Mr. Li also served as Vice Chairman of Heilongjiang Provincial Chinese
Traditional Medicine Association and Heilongjiang Provincial Medicine
Association. Mr. Li Shaoming graduated from Central University of Finance and
Economics in Beijing, China with a bachelor degree in finance.
Dr. Leo Wang has served as the Chief Financial Officer of Harbin Renhuang
Pharmaceutical Co. Ltd since 2006. An expert on international business, finance
and investment, Dr. Wang pioneered the study of foreign investments and
multinational companies in China before the current wave of international
business flows into China. Prior to Dr. Wang's current position, he worked in
investment management at a New York hedge fund that invested for senior
executives of Citigroup Morgan Stanley, UBS and the Federal Reserve. He also
developed investment strategies at Fleet Boston Financial Corporation (Bank of
America), and provided strategy consulting for Raytheon Company. Previously, he
was an Assistant Professor of Economics at the University of Copenhagen in
Denmark, and an Economic Advisor to the Ministry of Finance in Norway. Dr. Wang
holds an M.B.A. in Finance and Management from MIT and a Ph.D. in Economics from
the University of Oslo. He was also a National Science Foundation Scholar at
Harvard University.
Mr. Fanrong Meng has served as the Chief Executive Officer of Harbin Venture
Capital Ltd. since 2001. Mr. Meng has more than 15 years investment experience
in China. In 1997, he participated in the successful Initial Public Listing of
Asiapower Investment in Singapore. Mr. Meng also has participated in various
international investment banking transactions with private and publicly listed
companies. Mr. Meng Fanrong graduated from Xiamen University with a master
degree in Finance.
Mr. Pi Dianjun has served as the Chief Operation Officer of Harbin Renhuang
Pharmaceutical Co. Ltd since 2003, including responsibilities for the human
resource department, information management, the center of management, and the
office of the president in Renhuang. From 1992 to 2001, Mr. Pi served as the
Chief Operation Officer of China Resource Breweries Limited, Harbin Office; from
2002 to 2004, Mr. Pi served as Vice Chairman of Kuihua Pharmaceutical Co. Ltd.
Mr. Pi Dianjun graduated from Heilongjiang University.
Mr. Wang Zuoliang has served as Chief Accounting Officer of Harbin Renhuang
Pharmaceutical Co. Ltd since 2005. Mr. Wang Zuoliang has more than 10 years
experience in accounting. From 2004 to 2005, Mr. Wang Zuoliang served as CFO of
Harbin Huijiabei Food Co. Ltd. From 2001 to 2004, Mr. Wang served as the manager
of accounting department of China Resource Breweries Limited, Harbin Office. Mr.
Wang Zuoliang graduated from Qiqihaer Mechanic Institute in 1994 with bachelor
degree in engineering management.
To the Company's knowledge, none of the directors presently serve as directors
of public corporations other than Renhuang Pharmaceuticals, Inc.
Board Meetings and Committees
During the fiscal year ended April 30, 2006, the Board of Directors met on
numerous occasions and took written action on numerous other occasions. All the
members of the Board attended the meetings. The written actions were by
unanimous consent.
On April 1, 2006, Mr. Shaoming and Mr. Zuoliang Wang of our Board of Directors
formed an Audit Committee. During the fiscal year ended April 30, 2006, the
Audit Committee met on one occasion. In accordance with a written charter
adopted by the Company's Board of Directors, the Audit Committee assists the
Board of Directors in fulfilling its responsibility for oversight of the quality
and integrity of the Company's financial reporting process, including the system
of internal controls. In connection with the audit of our financial statements
for the fiscal year ended April 30, 2006, the Audit Committee (i) reviewed and
discussed the audited financial statements with management, (ii) discussed with
the independent auditors the matters required to be discussed by SAS 61, (iii)
received the written disclosures and the letter from the independent accountants
required by Independence Standards Board Standard No. 1, (iv) discussed with the
independent accountant the independent accountant's independence, and (v) made
appropriate recommendations to the Company's Board of Directors concerning
inclusion of the audited financial statements in the Company's annual report on
Form 10-KSB.
Code of Ethics
We have not adopted a written code of ethics, primarily because we believe and
understand that our officers and directors adhere to and follow ethical
standards without the necessity of a written policy.
Compensation Comittee
On April 1, 2006, Mr. Shaoming and Mr. Zuoliang Wang of our Board of Directors
formed an Audit Committee. During the fiscal year ended April 30, 2006, the
Audit Committee met on one occasion.
ITEM 12 -- EXECUTIVE COMPENSATION
Executive Officers and Directors
On June 1, 2001, we entered into an Employment Agreement with Vincent Rinehart.
Under the terms of the agreement, we were to pay to Mr. Rinehart a salary equal
to $275,000 per year, subject to an annual increase of 10% commencing January 1,
2002, plus an automobile allowance of $1,200 per month and other benefits,
including life insurance. The agreement was for a term of 5 years and provided
for a severance payment in the amount of $500,000 and immediate vesting of all
stock options in the event his employment was terminated for any reason,
including cause. Mr. Rinehart's Employment Agreement was ratified by the
shareholders of the Company at our 2001 Annual Shareholders Meeting. Following
Mr. Rinehart's resignation on March 3, 2006, the employment agreement was
terminated, including the $500,000 waiver without any further obligation from
either the Company or Mr. Rinehart.
2003 Omnibus Securities Plan
On February 28, 2003, our Board of Directors approved the Renhuang
Pharmaceuticals, Inc. 2003 Omnibus Securities Plan, which was approved by our
shareholders on April 11, 2003. The Plan offers selected employees, directors,
and consultants an opportunity to acquire our common stock, and serves to
encourage such persons to remain employed by us and to attract new employees.
The plan allowed for the award of stock and options, up to 750,000 shares (after
giving effect to the 1-for-20 reverse stock split effective April 21, 2003) of
our common stock. On May 1 of each year, the number of shares in the 2003
Securities Plan should automatically be adjusted to an amount equal to ten
percent (10%) of the outstanding stock of the Company on April 30 of the
immediately preceding year. As of April 30, 2006, there are no options or other
financial instruments outstanding under the 2003 Omnibus Securities Plan.
None of the current officers and directors receive any compensation from the
Company.
Board Compensation
There are currently no agreements with any of the directors, or director
nominees for compensation, and the Company does not anticipate paying any
compensation. Directors of the Company are entitled to reimbursement for their
travel expenses. The Company does not pay additional amounts for committee
participation or special assignments of the Board of Directors.
ITEM 13 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as of July 15, 2006, certain information with
respect to the Company's equity securities owned of record or beneficially by
(i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.
COMMON STOCK
Title of Name and Address of Amount and nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
--------- -------------------- -------------------- --------
Common Viking Investments USA, Inc.
Stock 65 Broadway, Suite 888 9,892,820 74.07%
New York, NY 10006
Li Shaoming 0 0
Leo L. Wang 0 0
Pi Dianjun 0 0
Wang Zuoliang 0 0
All officers and directors 0 0
ITEM 14 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Convertible note
On October 11, 2004, the Company issued a secured convertible note payable
totaling $125,000 to AMRES Holding, LLC, a related party partially owned and
controlled by Mr. Vince Rinehart, our then Chief Executive Officer. The note was
secured by substantially all of AMRES' assets. Interest on this note was payable
quarterly beginning on January 1, 2005 at 12% per annum. Pursuant to its terms,
the note matured on October 11, 2006. The was convertible into the Company's
common stock at 75% of the average closing bid price for the five days preceding
the date of the conversion notice. As additional consideration, the Company
issued a warrant to AMRES Holding, LLC to purchase 250,000 shares of the
Company's common stock at $0.10 per share. The warrant was exercisable at any
time between the closing date and a date which was five years from the closing
date. The Company allocated the proceeds of the note to the note and warrants
based on their relative fair values, resulted in a discount related to the
warrant of $10,175. The discount was amortized over the life of the note. As the
conversion feature of the note at the time of issuance was beneficial to the
holder, the Company recorded a discount on the note of $57,413. The discount was
amortized over the term of the note as interest expense. During the quarter
ended July 31, 2005, the note was fully repaid, and the unamortized discount of
$17,185 was immediately charged to interest expense.
On January 18, 2005, the Company issued a convertible note payable to a private
investor totaling $55,000. The Company received proceeds, net of all costs and
fees, in the amount of $47,980. Interest on this note is payable monthly at 10%
per annum, and the note matures on June 15, 2005. The note is convertible into
shares of AMRES common stock at 50% of the bid price of AMRES common stock as
reported on the Pink Sheet Market for the three trading days immediately
preceding the date of the conversion notice. As the conversion feature of the
note at the time of issuance was beneficial to the holder, the Company recorded
a discount on the note of $55,000. The discount is being amortized over the term
of the note as interest expense. During the year ended April 30, 2005, $17,500
of this convertible note payable was converted into 2,000,000 shares of AMRES
common stock. The unamortized discount amount of $7,621 at the time of
conversion was immediately charged to interest expense. The convertible note
payable matured on June 15, 2005 and the discount was fully amortized on the
same day.
Sale and disposition of assets to related party
On December 28, 2005, a Warranty bill of Sale was executed which sold certain
AMRES assets to AMRES Holding, LLC, a corporation owned by Vincent Rinehart, our
then Chief Executive Officer. The sale resulted in a total loss of $110,611 to
AMRES. The following described chattels and personal properties were included in
the sale: 1.) Wells Fargo Bank Savings Account #690-6530787 as of 12-19-05 in
the sum of $125,000.00 pledged as a collateral for Surety Bonds issued by The
Hartford Insurance Company, VA; 2)166,667 shares of stock in M-GAB Development
Corp and 166,667 warrant securities as fully described in warrant purchase
agreement dated March 8, 2004, all of which have been fully assigned to Seller
from Renhuang Pharmaceuticals, Inc.; 3) complete Nortel Phone system, including
all software, numbers and hardware, and which AMRES Holding agrees to assume the
lease/purchase contract associated with said system; 4) all websites and URL's
owned by AMRES including but not limited to loancomp.com; amres.net;
americanresidentialfunding.com; amresdirect.com/net/biz; Fhafunding.com;
losangeleshomeloans.com; lasvegashomeloan.com; residentialfunding.com;
redcarpetmortgage.com 5) any and all copyright or trademarks seller owns or
claims title to, including but not limited to AMRES, American Residential
Funding, the "eagle/home in red/white/blue" image, as well as all trademarks
rights associated with same; 6) all lawsuits wherein American Residential
funding, Inc. is the Plaintiff, including but not limited to: various small
claims against Shuler, Rothwell, Qayed, Harding, Henderson, and civil suits
against Herrera, Winters, Oreste.
Vincent Rinehart, a shareholder and at the time, the sole officer and director
of the Company, is the managing member of AMRES Holding and an officer and
director of AMRES, and as such there may have existed a conflict of interest in
the related-party transaction, which conflict of interest was waived by the
Board of Directors and the majority of the voting stockholders of the Company.
On March 3, 2006, in exchange for substantially all of our assets, including but
not limited to, all of our ownership interest in AMRES, (i) Rinehart delivered a
majority of his ownership interest in Renhuang, consisting of 831,375 shares of
common stock and 1,880,000 shares of our common stock acquired upon the
conversion of 18,800 shares of Series F Convertible Preferred Stock, to Viking
Investments USA, Inc., a Delaware corporation ("Viking"). Rinehart kept 156,900
shares of our common stock; (ii) Rinehart terminated that certain Employment
Agreement dated June 1, 2001, by and between Rinehart and Renhuang; (iii) AMRES
assumed all obligations under that certain real property lease by and between
Renhuang and Fifth Street Properties-DS, LLC; (iv) AMRES delivered to Viking its
ownership interest in Renhuang, consisting of 4,137,500 shares of our common
stock; and (v) AMRES Holding delivered warrants to acquire 250,000 shares of our
common stock to Viking. In consideration for the above, Viking paid to $375,000
of which $150,000 was paid as a cash dividend to the Company shareholders on or
about May 1, 2006 to approximately 3,026,688 shares and was equal to
approximately $0.0495 per share. The balance of the funds was used to resolve
all outstanding obligations of the Company and AMRES prior to the consummation
of the Securities Sale (the "Closing").
Vincent Rinehart, a shareholder and at the time, the sole officer and director
of the Company, is the managing member of AMRES Holding and an officer and
director of AMRES. Viking does not bear a related-party relationship to the
Company or its management.
The consideration given or received for the assets was determined by arm's
length negotiations between all the parties involved.
Completion of Acquisition or Disposition of Assets.
On March 3, 2006, we completed the disposition of substantially all of our
assets, including but not limited to, all of our ownership interest in our
subsidiary, American Residential Funding, Inc., a Nevada corporation ("AMRES")
to AMRES Holding, LLC, a Nevada limited liability company ("AMRES Holding")
under control of Vince Rinehart, a shareholder and our then sole officer and
director ("Rinehart"). Effective on September 30, 2005, the disposition was
approved by written consent of a majority of our stockholders.
In exchange for substantially all of our assets, including but not limited to,
all of our ownership interest in AMRES, (i) Rinehart delivered a majority of his
ownership interest in Renhuang, consisting of 831,375 shares of common stock and
1,880,000 shares of our common stock acquired upon the conversion of 18,800
shares of Series F Convertible Preferred Stock, to Viking Investments USA, Inc.,
a Delaware corporation ("Viking"). Rinehart kept 156,900 shares of our common
stock; (ii) Rinehart terminated that certain Employment Agreement dated June 1,
2001, by and between Rinehart and Renhuang; (iii) AMRES assumed all obligations
under that certain real property lease by and between Renhuang and Fifth Street
Properties-DS, LLC; (iv) AMRES delivered to Viking its ownership interest in
Renhuang, consisting of 4,137,500 shares of our common stock; and (v) AMRES
Holding delivered warrants to acquire 250,000 shares of our common stock to
Viking.
Vincent Rinehart, a shareholder and at the time, the sole officer and director
of the Company, is the managing member of AMRES Holding and an officer and
director of AMRES, and as such there may have existed a conflict of interest in
the related-party transaction, which conflict of interest was waived by the
Board of Directors and the majority of the voting stockholders of the Company.
Viking does not bear a related-party relationship to the Company or its
management.
The consideration given or received for the assets was determined by arm's
length negotiations between all the parties involved.
ITEM 15 -- PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
During the fiscal years ended April 30, 2006 and 2005, Singer Lewak Greenbaum &
Goldstein LLP billed us $109,352.25, and Rotenberg billed us $0.00,
respectively, in fees for professional services for the audit of our annual
financial statements and review of financial statements included in our Form
10-Q's, as applicable.
Audit - Related Fees
During the fiscal years ended April 30, 2006 and 2005, Singer Lewak Greenbaum &
Goldstein LLP billed us $0.00, relating to procedures performed in connection
with proxy and registration information filed with the SEC. There were no
amounts billed related to any assurance and related services related to the
performance of the audit or review of our financial statements.
Tax Fees
During the fiscal years ended April 30, 2006 and 2005, Singer Lewak Greenbaum &
Goldstein LLP billed us $0.00, and Rotenberg & Co. LLP billed us zero,
respectively, for professional services for tax preparation.
All Other Fees
During the fiscal years ended April 30, 2006 and 2005, Singer Lewak Greenbaum &
Goldstein LLP and Rotenberg & Co. LLP did not bill us for any other fees.
Of the fees described above for the fiscal year ended April 30, 2005, 100% were
approved by the Board of Directors of the Company as there was not an Audit
Committee in place at the time of the approvals. Of the fees described above for
the fiscal year ended April 30, 2004, 100% were approved by the Audit Committee.
The Audit Committee's pre-approval policies and procedures were detailed as to
the particular service and the audit committee was informed of each service and
such policies and procedures did not include the delegation of the audit
committees responsibilities.
ITEM 17 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Item No. Description
-------- -----------
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1 Chief Executive Officer Certification Pursuant to 18 USC, Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Chief Financial Officer Certification Pursuant to 18 USC, Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(1) Item 3.02: Unregistered Sales of Equity Securities, incorporated by
reference to our Current Report on Form 8-K dated and filed with the Commission
on 2005-06-20.
(2) Item 1.01: EX-10.1 Common Stock Purchase Agreement by and between Renhuang
Anza Capital, Inc. Vince Rinehart and AMRES Holding, LLC, on the one hand, and
Viking Investments USA, Inc., on the other hand, incorporated by reference to
our Current Report on Form 8-K dated and filed with the Commission on
2005-09-19.
(3) Item 1.01: EX-10.2 Securities Purchase Agreement by and between AMRES
Holding, LLC, a Nevada limited liability company ("PURCHASER")and Peter and
Irene Gauld, incorporated by reference to our Current Report on Form 8-K dated
and filed with the Commission on 2005-09-19.
(4) Item 1.01: EX-10.1 Entry into a Material Definitive Agreement related to
Reorganization, Stock and Asset Purchase Agreement by and between AMRES Holding,
LLC and Vince Rinehart on the one hand and American Residential Funding, Inc.
and Anza Capital, Inc. incorporated by reference to our Current Report on Form
8-K dated and filed with the Commission on 2005-09-30.
(5) Item 1.01: EX-10.2 Entry into a Material Definitive Agreement by and among
AMRES Holding, LLC, on the one hand, and Cranshire Capital, L.P., The dotCom
Fund, LLC, and Keyway Investments, Ltd., incorporated by reference to our
Current Report on Form 8-K dated and filed with the Commission on 2005-09-30.
(6) Pre 14 C Preliminary Schedule Information Statement Pursuant to Section
14(c) of the Securities Exchange Act of 1934, to approve (i) the sale of
substantially all of the Company's assets to AMRES Holding, LLC, including but
not limited to all of the Company's ownership interest in American Residential
Funding, Inc. (the "Asset Sale"); (ii) the sale by AMRES Holding and Vince
Rinehart, of their entire ownership interests in the Company to Viking
Investments USA, Inc. (the "Securities Sale"); and (iii) the election of a new
director to the Company's Board of Directors (the "Director Elections")
incorporated by reference to our Form PRE 14C originally filed with the
Commission on 2005-10-03 amended and filed on Form Pre 14 C with the Commission
on 2005-10-19, second amendment filed with the Commission on Form Pre 14 C on
2005-12-01.
(7) Item 1.01: Entry into a Material Definitive Agreement by and between AMRES
Holding, LLC, and GunnAllen Financial, Inc., incorporated by reference to our
Current Report on Form 8-K dated and filed with the Commission on 2005-10-12.
(8) DEFR 14C Definitive Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934, to approve (i) the sale of substantially all of
the Company's assets to AMRES Holding, LLC, including but not limited to all of
the Company's ownership interest in American Residential Funding, Inc. (the
"Asset Sale"); (ii) the sale by AMRES Holding and Vince Rinehart, of their
entire ownership interests in the Company to Viking Investments USA, Inc. (the
"Securities Sale"); and (iii) the election of a new director to the Company's
Board of Directors (the "Director Elections") incorporated by reference to our
Form DEFR 14C dated and filed on 2005-12-07.
(9) Item 1.02: Termination of a Material Definitive Agreement by and between
Anza Capital, Inc. Vince Rinehart and AMRES Holding, LLC, on the one hand, and
Viking Investments USA, Inc., on the other hand, incorporated by reference to
our Current Report on Form 8-K dated and filed with the Commission on
2006-01-06.
(10) Item 1.01: Entry Into a Material Definitive Agreement by and between Anza
Capital, Inc. Vince Rinehart and AMRES Holding, LLC, on the one hand, and Viking
Investments USA, Inc., on the other hand, incorporated by reference to our
Current Report on Form 8-K originally filed and dated with the Commission on
2006-03-03, re-filed on Form 8-K/A Current Report dated and filed with the
Commission on 2006-03-15.
(11) Item 1.02: Completion of Acquisition or Disposition of Assets, incorporated
by reference to our Current Report on Form 8-K originally filed and dated with
the Commission on 2006-03-03, re-filed on Form 8-K/A Current Report dated and
filed with the Commission on 2006-03-15.
(12) Item 5.01: Changes in Control of Registrant, incorporated by reference to
our Current Report on Form 8-K originally filed and dated with the Commission on
2006-03-03, re-filed on Form 8-K/A Current Report dated and filed with the
Commission on 2006-03-15.
(13) Item 5.02: Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers, incorporated by reference to our
Current Report on Form 8-K originally filed and dated with the Commission on
2006-03-03, re-filed on Form 8-K/A Current Report dated and filed with the
Commission on 2006-03-15.
(14) Item 4.01 and 9.01: Changes in Registrant's Certifying Accountant,
incorporated by reference to our Current Report on Form 8-K originally filed and
dated with the Commission on 2006-04-10, amended and filed on Form 8-K/A Current
Report with the Commission on 2006-05-03.
(15) Pre 14 C Other Preliminary Information Statement to amend the Company's
Articles of Incorporation to change the Company's name and to obtain approval of
a 1-for-30 Reverse Stock Split, incorporated by reference to our Form PRE 14C
dated and filed with the Commission on 2006-04-12.
(16) Current report Form 10-Q, Quarterly report dated and filed with the
Commission on 2005-10-21.
(16) Current report Form 10-Q, Quarterly report dated and filed with the
Commission on 2005-12-15.
(16) Current report Form 10-Q, Quarterly report dated and filed with the
Commission on 2006-03-23.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: August 14, 2006 Renhuang Pharmaceuticals, Inc.
/s/ Li Shaoming
--------------------
By: Li Shaoming
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Dated: August 14, 2006 Renhuang Pharmaceuticals, Inc.
/s/ Leo Wang
-------------------
By: Leo Wang
Chief Financial Officer
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
and Stockholders
Renhuang Pharmaceuticals, Inc. (formerly Anza Capital, Inc.)
Nevada
We have audited the accompanying consolidated balance sheet of Renhuang
Pharmaceuticals, Inc. (formerly Anza Capital, Inc.) as of April 30, 2006, and
the related consolidated statements of operations, changes in stockholders'
equity (deficit), and cash flows for the year ended. 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 audit 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
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit 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 April 30, 2006, and the results of its operations and its cash flows for
the year then ended, in conformity with accounting principles generally accepted
in the United States of America.
The accompanying consolidated financial statements have been prepared
assuming Renhuang Pharmaceuticals, Inc. (formerly Anza Capital, Inc.) will
continue as a going concern. As discussed in Note 1 to the consolidated
financial statements, the Company is currently devoting its efforts to locating
merger or acquisition candidates. The Company's ability to continue as a going
concern is dependent upon its ability to develop additional sources of capital,
locate and complete a merger with or acquisition of another company, and
ultimately, achieve profitable operations. The consolidated financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
/s/ Rotenberg & Co., LLP
Rotenberg & Co., LLP
Rochester, New York
August 9, 2006
RENHUANG PHARMACEUTICALS, INC. (formerly Anza Capital Inc.) AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
April 30, 2006 April 30, 2005
-------------- --------------
ASSETS
Current assets -Discontinued Operations:
Cash and cash equivalents (Note 2) $ 1,316,840
Commissions and accounts receivable 1,234,658
Marketable securities, subject to rescission 1,090,000
Loans held for sale, net (Note 3) 5,886,950
Prepaids and other current assets 18,102
-------------- --------------
Total current assets-Discontinued Operation $ 0.00 9,546,550
Property and equipment, net (Note 4)-Discontinued Operations 183,792
Other assets-Discontinued Operations 47,334
-------------- --------------
Total assets-Discontinued Operations $ 0.00 $ 9,777,676
-------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities-Discontinued Operations:
Accounts payable $ 80,845
Accrued liabilities (Note 7) 1,593,562
Unsecured line of credit 75,000
Warehouse line of credit (Note 6) 5,778,298
Commissions payable 2,091,129
Other current liabilities 26,918
Notes Payable, net of discount of $51,141 (Note 8) 56,094
Redeemable securities, net of discount of $281,322 808,678
-------------- --------------
Total current liabilities-Discontinued Operations $ 0.00 $ 10,510,524
-------------- --------------
Minority Interest - -
Stockholders' equity (deficit) (Note 12): Preferred stock, 2,500,000 shares
authorized:
Series D convertible preferred stock, no par value; liquidation value of
$126.81 per share; 15,000 shares authorized; nil and8,201.5
shares outstanding as of April 30, 2006 and 2005 respectively 1,040,222
Series F convertible preferred stock, no par value; liquidation
value of $16.675 per share; 25,000 shares authorized, nil and 18,800
shares issued and outstanding as of April 30, 2006 and 313,490
2005 respectively.
Common stock, $0.001 par value; 100,000,000 shares
authorized; 13,355,181 and 10,486,398 shares issued at April 30, 2006 and
2005, respectively, and 13,355,181 and 6,315,998 shares outstanding as of
April 30, 2006
and 2005, respectively 13,355 6,316
Additional paid-in capital 17,375,011 16,022,441
Accumulated deficit (17,388,366) (18,115,317)
-------------- --------------
Total stockholders' equity (deficit) $ 0.00 (732,848)
-------------- --------------
Total liabilities and stockholders' equity (deficit) $ 0.00 $ 9,777,676
============== ==============
See accompanying notes to these consolidated financial statements
RENHUANG PHARMACEUTICALS, INC. (formerly Anza Capital Inc.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended
-----------------------------------------
April 30, April 30, April 30,
2006 2005 2004
----------- ----------- -----------
Income(loss) from discontinued operations (Note 10) $ 878,711 $(3,528,137) $(1,122,663)
----------- ----------- -----------
Net income (loss), before minority interest in losses $(1,122,663)
of consolidated subsidiary (3,528,137)
$ 878,711
=========== =========== ===========
Minority interest in losses of consolidated subsidiary -- 75,245 --
Net income (loss) $ 878,711 (3,452,892) (1,122,663)
Preferred stock dividends (1,760) (126,750) --
=========== =========== ===========
Net income (loss) available to common shareholders 876,951 (3,579,642) (1,122,663)
=========== =========== ===========
Earnings (loss) per common share:
Basic:
Weighted average number of common shares 7,443,029 4,885,038 4,866,681
Net income (loss) per common share from discontinued $ (0.73) $ (0.23)
operations 0.12
----------- -----------
Net income (loss) per basic common share 0.12 $ (0.73) $ (0.23)
=========== ===========
Diluted:
Weighted average number of common shares 4,866,681 4,866,681 4,866,681
Net income per common share from discontinued
operations 0.18 $ (0.74) $ (0.23)
Net income (loss) per diluted common share 0.18 $ (0.74) $ (0.23)
=========== ===========
See accompanying notes to these consolidated financial statements
RENHUANG PHARMACEUTICALS, INC. (formerly Anza Capital Inc.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED APRIL 30, 2004, 2005, AND 2006
A Preferred C Preferred D Preferred
----------------------- ----------------------- -----------------------
Shares Amount Shares Amount Shares Amount
---------- ---------- ---------- ---------- ---------- ----------
Balances, April 30, 2003 -- -- -- -- 8,201.5 1,040,222
---------- ---------- ---------- ---------- ---------- ----------
Shares issued to employees and directors
Shares issued to consultants
Amortization of deferred compensation
Conversion of Series C convertible preferred
Repurchase of Series A convertible preferred
Restructuring of Series A convertible preferred
into Series E convertible preferred
Restructuring of Series C convertible preferred
into Series D convertible preferred
Value of warrants ascribed to Series D
convertible preferred
Restructuring of AMRES holding note
Issuance of Laguna settlement shares
Cancellation of Laguna warrants
Net income
---------- ---------- ---------- ---------- ---------- ----------
Balances, April 30, 2004 -- -- -- -- 8,201.5 $1,040,222
========== ========== ========== ========== ========== ==========
RENHUANG PHARMACEUTICALS, INC. (formerly Anza Capital Inc.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED APRIL 30, 2004, 2005 AND 2006 (CON'T)
A Preferred C Preferred D Preferred
----------------------- ----------------------- -----------------------
Shares Amount Shares Amount Shares Amount
---------- ---------- ---------- ---------- ---------- ----------
Dividends - Series D convertible preferred
Dividends - Series F convertible preferred
Issuance of dividends shares declared in 2004 -
Series D
Issuance of dividends shares declared in 2004 -
Series F
Issuance of common stock as consulting expense
Issuance of AMRES shares to consultants
Reclassification of minority interest portion of
AMRES equity from the issuance of shares to
minority interests
Issuance of stock for cash
Issuance of stock as compensation expense
Issuance of warrants with Series G preferred
stock
Issuance of warrants as consulting expense
Issuance of warrants with convertible debt
Beneficial conversion feature on convertible
debts
Beneficial conversion feature on issuance of
Series G preferred stock
Conversion of AMRES debt to equity, net gain of
$110,398
Net loss attributable to common shareholders
---------- ---------- ---------- ---------- ---------- ----------
Balances as of April 30, 2005 -- -- -- -- 8,201.5 $1,040,222
========== ========== ========== ========== ========== ==========
Dividends-Series F convertible preferred
Cancellation of shares per legal settlement
Conversion of series D convertible preferred (8,201.5) $(1,040,222)
Conversion of series F convertible preferred
Sale of shares of company held by subsidiary
(AMES) Net gain attributable to common
shareholders Common stock-Dividends declared
and paid
---------- ---------- ---------- ---------- ---------- ----------
Balances as of April 30, 2006 -- -- -- -- -- --
========== ========== ========== ========== ========== ==========
See accompanying notes to these consolidated financial statements
RENHUANG PHARMACEUTICALS, INC. (formerly Anza Capital Inc.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED APRIL 30, 2004, 2005 AND 2006 (CON'T)
E Preferred F Preferred Common Stock
----------------------- ----------------------- -----------------------
Shares Amount Shares Amount Shares Amount
---------- ---------- ---------- ---------- ---------- ----------
Balances, April 30, 2003 217,278 217,278 18,800 313,490 4,829,896 4,830
---------- ---------- ---------- ---------- ---------- ----------
Shares issued to employees and directors
Repurchase of Series E convertible preferred (92,278) (92,278)
Shares Issued to Consultant 40,000 40
Conversion of Series C convertible preferred
Liquidation of Series E convertible preferred
through exchange of interest on secured notes
receivable (125,000) (125,000)
Restructuring of Series A convertible
preferred into Series E convertible preferred
Restructuring of Series C convertible
preferred into Series D convertible preferred
Value of warrants ascribed to Series D
convertible preferred
Restructuring of AMRES holding note
Issuance of Laguna settlement shares
Cancellation of Laguna warrants
Net income
---------- ---------- ---------- ---------- ---------- ----------
Balances, April 30, 2004 -- -- 18,800 313,490 4,869,896 4,870
========== ========== ========== ========== ========== ==========
Dividends - Series D convertible preferred 825,552 825
Dividends - Series F convertible preferred 131,600 132
Issuance of dividend shares declared in 2004 -
Series D 224,386 224
Issuance of dividend shares declared in 2004
- Series F 164,500 165
Issuance of common stock as consulting expense 100,000 100
Issuance of AMRES shares to consultants
RENHUANG PHARMACEUTICALS, INC. (FORMERLY ANZA CAPITAL INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED APRIL 30, 2004, 2005 AND 2006 (CON'T)
E Preferred F Preferred Common Stock
----------------------- ----------------------- -----------------------
Shares Amount Shares Amount Shares Amount
---------- ---------- ---------- ---------- ---------- ----------
Reclassification of minority interest portion
of AMRES equity from the issuance of shares to
minority interests
Issuance of stock for cash
Issuance of stock as compensation expense
Issuance of warrants with Series G preferred
stock
Issuance of warrants as consulting expense
Issuance of warrants with convertible debt
Beneficial conversion feature on convertible
debt
Beneficial conversion feature on issuance of
Series G preferred stock
Conversion of AMRES debt to equity, net gain
of $110,398
Net loss attributable to common shareholders
---------- ---------- ---------- ---------- ---------- ----------
Balances as of April 30, 2005 -- -- 18,800 313,490 6,315,934 6,316
========== ========== ========== ========== ========== ==========
Dividends-Series F convertible preferred 32,900 33
Cancellation of shares per legal settlement (51,250) (51)
Conversion of series D convertible preferred 1,040,033 1,040
Conversion of series F convertible preferred (18,800) (313,490) 1,880,000 1,880
Sale of shares of company held by subsidiary (AMES) 4,137,500 4,137
Net gain attributable to common shareholders
Common Stock-Dividends declared and paid -- -- -- -- -- --
Balances as of April 30, 2006 -- -- -- -- 13,355,181 13,355
========== ========== ========== ========== ========== ==========
See accompanying notes to these consolidated financial statements
RENHUANG PHARMACEUTICALS, INC. (FORMERLY ANZA CAPITAL INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED APRIL 30, 2004, 2005 AND 2006 (CON'T)
Additional
Paid-in Deferred Accumulated
Capital Compensation Deficit Total
------------ ------------ ------------ ------------
Balances, April 30, 2003 13,639,114 -- (13,283,923) 1,931,011
------------ ------------ ------------ ------------
Repurchase of Series E convertible preferred (92,278)
Shares Issued to Consultant 11,160 11,200
Dividends - Series E convertible preferred (20,201) (20,201)
Dividends - Series F convertible preferred (108,888) (108,888)
Liquidation of Series E convertible
preferred through exchange of interest on
secured notes receivable (125,000)
Net loss (1,122,663) (1,122,663)
------------ ------------ ------------ ------------
Balances, April 30, 2004 13,650,274 - (14,535,675) 473,181
============ ============ ============ ============
Dividends - Series D convertible preferred 71,978 (72,803) --
Dividends - Series F convertible preferred 12,600 (12,732) --
Issuance of dividend shares declared in
2004-Series D 62,604 62,828
Issuance of dividend shares declared in
2004-Series F 45,895 46,060
Issuance of common stock as consulting
expense 703,780 703,780
Issuance of AMRES shares to consultants 900,000 900,000
Reclassification of minority interest
portion of AMRES equity from the issuance of
shares to minority interests (75,245) (75,245)
Issuance of stock for cash 19,500 19,500
Issuance of stock as compensation expense 7,000 7,000
Issuance of warrants with Series G preferred
stock 96,718 (12,374) 84,344
Issuance of warrants as consulting expense 39,427 39,427
RENHUANG PHARMACEUTICALS, INC. (FORMERLY ANZA CAPITAL INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED APRIL 30, 2004, 2005 AND 2006 (CON'T)
Additional
Paid-in Deferred Accumulated
Capital Compensation Deficit Total
------------ ------------ ------------ ------------
Issuance of warrants with convertible debt 10,175 10,175
Beneficial conversion feature on convertible
debt 240,412 240,412
Beneficial conversion feature on issuance of
Series G preferred stock 225,821 (28,841) 196,980
Conversion of AMRES debt to equity, net gain
of $110,398 11,602 11,602
Net Loss attributable to common shareholders (3,452,892) (3,452,892)
------------ ------------ ------------ ------------
Balances as of April 30, 2005 $ 16,022,441 $(18,115,317) $ (732,848)
============ ============ ============ ============
Dividends-Series F convertible preferred 1,727 (1,760)
Cancellation of shares per legal settlement 51
Conversion of series D convertible preferred 311,610
Conversion of series F convertible preferred 1,039,182
Sale of shares of company held by subsidiary(AMES) 4,137
Net gain 878,711 878,711
Common Stock-Dividends declared and paid (150,000) (150,000)
------------ ------------ ------------ ------------
Balances as of April 30, 2006 17,375,011 $(17,388,366) --
============ ============ ============ ============
RENHUANG PHARMACEUTICALS, INC. (FORMERLY ANZA CAPITAL INC.)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Twelve Months Twelve Months Twelve Months
Ended Ended Ended
April 30, 2006 April 30, 2005 April 30, 2004
-------------- -------------- --------------
Cash flows from operating activities:
Net income (loss) from continuing operations -- -- --
Net income (loss) from discontinued operations 876,951 (3,579,642) (1,122,663)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Stock-based consulting fees 1,643,207 --
Stock-based compensation 7,000 11,200
Provision for losses on brokered loans -- --
Loss on disposal of assets -- 45,409
Impairment of goodwill -- 195,247
Gain on settlement of obligations -- --
Gain on conversion of AMRES notes payable (110,398) --
Depreciation 68,541 90,185
Minority interest in losses of consolidated
subsidiary (75,245) --
Amortization of discounts on convertible
notes payable 189,272 --
Amortization of deferred stock compensation -- --
Interest and beneficial conversion related
charges 136,926 --
Accrued interest and accretion on notes 4,620 --
Disposition of assets and assumption of liabilities on
discontinued operations (2,193,791)
Changes in Assets/Liabilities
Increase (decrease) in other current
liabilities -- (75,601)
Increase (decrease) in commissions payable (828,136) 231,753
Increase in accrued liabilities 669,749 339,242
Increase in accrued interest expense -- --
Decrease in other current assets 74,410 --
Decrease (increase) in prepaid and other
current assets 1,796 56,850
Decrease (increase) in loans held for sale,
net (2,236,039) 3,950,712
Decrease (increase) in commissions and
accounts receivable 793,574 484,509
(Decrease) increase in accounts payable (134,307) (462,800)
------------- ------------- -------------
RENHUANG PHARMACEUTICALS, INC. (FORMERLY ANZA CAPITAL INC.)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CON'T)
Twelve Months Twelve Months Twelve Months
Ended Ended Ended
April 30, 2006 April 30, 2005 April 30, 2004
-------------- -------------- --------------
Net cash provided by (used in) operating
activities (1,316,840) (3,374,672) 3,744,043
------------- ------------- -------------
Cash flows from investing activities:
Acquisitions of property and equipment (8,181) (126,023)
Issuance of secured note receivable -- (200,000)
Proceeds from sale of portion of secured
note receivable -- 50,000
Other assets -- (73,867)
------------- ------------- -------------
Net cash used in investing activities -- (8,181) (349,890)
------------- ------------- -------------
Cash flows from financing activities:
Borrowings from (repayments of) unsecured
line of credit 75,000 --
(Repayments) advances on warehouse line
of credit, net 2,171,433 (3,907,344)
Payments on notes payable and capital leases (78,765) 74,534
Proceeds from convertible notes payable 308,000 --
Proceeds from shareholders for dividend payments 150,000
Common shares-dividend declared and paid (150,000)
Issuance of stocks 19,500 --
Repurchase of Series E convertible preferred stock -- (92,278)
Dividends on Series E convertible preferred stock -- (20,199)
------------- ------------- -------------
Net cash provided by (used in) financing
activities -- 2,495,168 (3,945,287)
------------- ------------- -------------
Net increase (decrease) in cash and cash equivalents (1,316,840) (887,685) (551,134)
Cash and cash equivalents at beginning of period 1,316,840 2,204,525 2,755,659
------------- ------------- -------------
Cash and cash equivalents at end of period 0 1,316,840 2,204,525
============= ============= =============
RENHUANG PHARMACEUTICALS, INC. (FORMERLY ANZA CAPITAL INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CON'T)
Twelve Months Twelve Months Twelve Months
Ended Ended Ended
April 30, 2006 April 30, 2005 April 30, 2004
-------------- -------------- --------------
Non-cash financing activities:
Exchange of Series E convertible preferred stock
for interest in secured note receivable -- $ -- $ 125,000
=============== =============== ===============
Settlement of debt with issuance of common stock -- $ -- $ --
=============== =============== ===============
Conversion of Series C convertible preferred
stock to common stock -- $ -- $ --
=============== =============== ===============
Exchange of Series A convertible preferred stock
to Series E convertible preferred stock -- $ -- $ --
=============== =============== ===============
Exchange of Series C convertible preferred to
Series D convertible preferred, common stock --
and accrued dividends $ -- $ --
=============== =============== ===============
Warrants issued for bridge financing, debt
conversions, marketable securities, subject to --
rescission $ -- $ --
=============== =============== ===============
Conversion of AMRES notes payable to equity -- $ 11,602 $ --
=============== =============== ===============
Supplemental cash flow information:
Cash paid for interest -- $ 66,504 $ 37,155
=============== =============== ===============
Income taxes were not significant during the periods
presented
See accompanying notes to these consolidated financial statements
RENHUANG PHARMACEUTICALS, INC. (formerly Anza Capital Inc.) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
RENHUANG PHARMACEUTICALS, INC. ("RENHUANG" or the "Company"), a Nevada
corporation, was originally incorporated on August 18, 1988, under the name of
Solutions, Inc. Subsequently, its name was changed to Suarro Communications,
Inc. on August 16, 1996, on February 12, 1999, May 12, 1999, January 18, 2000,
and on February 2, 2000 the entity changed its name to e-Net Corporation, e-Net
Financial Corporation, e-Net.Com Corporation and e-Net Financial.Com
Corporation, respectively. On January 2, 2002, the entity changed its name to
RENHUANG PHARMACEUTICALS, INC. and again on July 28, 2006 to Renhuang
Pharmaceuticals, Inc.
Recapitalization
Effective in April 2003, (a) our preferred stockholders exchanged their Series A
and Series C preferred stock for newly created Series E and Series D preferred
stock, respectively, (b) our President exchanged cancelled options and converted
debt into common stock and newly created Series F preferred stock, and (c) our
common stock underwent a one-for-twenty reverse stock split, resulting in a
decrease in our outstanding common stock from 99,350,000 shares to 4,829,896
shares.
On or about April 11, 2006, the Company received written consents in lieu of a
meeting of Stockholders from holders of 9,892,820 shares representing
approximately 74% of the 13,355,181 shares of the total issued and outstanding
shares of voting stock of the Company (the "Majority Stockholders") approving
the 1-for-30 reverse stock split of our Common Stock. On April 11, 2006, the
Board of Directors of the Company approved the above-mentioned stock split,
subject to Stockholder approval and on August 11, 2006, the Board of Directors
effectuated the stock split reversal.
Discontinued operations
On September 30, 2005, the Board of Directors of the Company approved, declared
it advisable and in the Company's best interests and directed that there be
submitted to the holders of a majority of the Company's voting stock for action
by written consent the proposed sale of substantially all of the Company's
assets, including but not limited to all of the Company's ownership interest in
AMRES to AMRES Holding.
The purpose of the Asset Sale, in conjunction with the Securities Sale described
below, is to promote the interests of the Company's stockholders by selling
unprofitable assets to prevent further losses and provide them with a reasonable
exit from their equity holdings in the Company.
Vincent Rinehart, a shareholder and at the time, the sole officer and director
of the Company, is the managing member of AMRES Holding and an officer and
director of AMRES, and as such there may have existed a conflict of interest in
the related-party transaction, which conflict of interest was waived by the
Board of Directors and the majority of the voting stockholders of the Company.
On September 19, 2005, we entered into a Common Stock Purchase Agreement
whereby Vince Rinehart, a shareholder and our sole officer and director
("Rinehart") and AMRES Holding, LLC, a Nevada limited liability company under
control of Rinehart ("AMRES Holding") will sell a total combined amount of
approximately 10,379,731 shares of our common stock and warrants to purchase a
total of 3,450,000 shares of our common stock (the "Securities"), to Viking
Investments USA, Inc., a Delaware corporation ("Viking"), on or about October
28, 2005, for an aggregate purchase price of $375,000. Viking does not bear a
related-party relationship to RENHUANG or its management. The anticipated
closing date was changed by agreement of the parties to December 30, 2005.
On September 23, 2005, we received a signed Securities Purchase Agreement dated
September 16, 2005 from Peter and Irene Gauld (the "Gaulds"), by and between
AMRES Holding and the Gaulds, whereby the Gaulds will sell to AMRES Holding, on
or about October 28, 2005, warrants to acquire 2,000,000 shares of common stock
of RENHUANG in exchange for the total purchase price of $10,000. The Gaulds do
not bear a related-party relationship to RENHUANG or its management. The
anticipated closing date has been changed by agreement of the parties to
December 30, 2005.
Stock and asset purchase agreement
On September 30, 2005, we entered into a Reorganization, Stock and Asset
Purchase Agreement by and among RENHUANG and AMRES, on the one hand, and
Rinehart and AMRES Holding, on the other hand, whereby we will sell
substantially all of our assets to AMRES Holding, on or about November 8, 2005,
including but not limited to all of our ownership interest in our subsidiary,
AMRES, in exchange for (i) the termination by Rinehart, the managing member of
AMRES Holding, of that certain Employment Agreement dated June 1, 2001, by and
between Rinehart and the Company, including the waiver of $500,000 in severance
thereunder and (ii) the assumption by AMRES of all obligations under that
certain real property lease by and between the Company and Fifth Street
Properties-DS, LLC. In conjunction with the abovementioned exchange, the
following transactions will occur: (i) the delivery by Rinehart, a shareholder
and the sole officer and director of the Company, of his entire ownership
interest in the Company, consisting of 988,275 shares of common stock, and
18,800 shares of Series F Convertible Preferred Stock, to Viking; (ii) the
delivery by AMRES to Viking of its ownership interest in the Company, consisting
of 4,137,500 shares of Company common stock; and (iii) delivery by AMRES Holding
of warrants to acquire 250,000 shares of the Company's common stock to Viking.
The anticipated closing date was changed by agreement of the parties to December
30, 2005.
Series D Preferred Stock and Common Stock Transaction
On September 30, 2005, AMRES Holding entered into a Stock Purchase Agreement
with Cranshire Capital, L.P. ("Cranshire"), The dotCom Fund, LLC ("dotCom"), and
Keyway Investments, Ltd. ("Keyway") (each a "Seller" and collectively the
"Sellers"), whereby the Sellers will sell to AMRES Holding, on or about November
8, 2005, an aggregate of 3,043,945 shares of our common stock, 8,201.5 shares of
our Series D Preferred stock, and warrants to purchase 750,000 shares of our
common stock, in exchange for the total purchase price of $125,000. The
anticipated closing date was changed by agreement of the parties to December 30,
2005. The Sellers do not bear a related-party relationship to RENHUANG or its
management.
On March 3, 2006, these securities were all sold to Viking pursuant to the terms
of Common Stock Purchase Agreement as reported in our Current Report on Form 8-K
dated September 23, 2005.
Securities Sale
On September 19, 2005, the Board of Directors of the Company approved, declared
it advisable and in the Company's best interests and directed that there be
submitted to the holders of a majority of the Company's voting stock for action
by written consent the proposed sale by AMRES Holding and Rinehart to Viking of
their entire ownership interests in the Company consisting of an aggregate of
approximately 10,379,731 shares of common stock, par value $0.001 and warrants
to purchase a total of 3,450,000 shares of the Company's common stock
(collectively, the "Securities") in exchange for an aggregate purchase price of
$375,000 (the "Purchase Price"), of which $150,000 was paid out as a dividend to
approximately 3,026,688 shares and was equal to approximately $0.0495 per share,
and the balance to pay off to pay off company debt and liabilities, leaving the
Company without assets and liabilities, as additional consideration in
connection with the transactions contemplated by the Asset Sale. Approval of the
Securities Sale by a majority of the company's stockholders was not required;
nonetheless, effective on September 30, 2005, the Securities Sale was approved
by written consent of a majority of the Company's stockholders. Viking does not
bear a related-party relationship to the Company or its management.
Dividend
The Company distributed $150,000 of the Purchase Price as a cash dividend to the
Company shareholders on or about March 15, 2006. The dividend was paid to
approximately 3,026,688 shares and was equal to approximately $0.0495 per share.
The balance of the funds was used to resolve all outstanding obligations of the
Company and AMRES prior to the consummation of the Securities Sale (the
"Closing").
Closing Date
On March 3, 2006, the Closing Date, the transactions referred to above closed
and we discontinued our operations.
Going Concern
The Company is currently devoting its efforts to locating merger or acquisition
candidates. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital, locate and complete a
merger with or acquisition of another company, and ultimately, achieve
profitable operations. The accompanying financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Going Concern Considerations
The accompanying consolidated financial statements have been prepared removing
the remaining subsidiary which was AMRES as of March 3, 2006.
Significant Estimates
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. Actual results could differ from those estimates.
Significant estimates made by management relate to provisions for loss on loans
brokered, which enter into default immediately after closing, loans held for
sale, litigation loss provisions, and allowances for deferred tax assets.
Revenue Recognition
RENHUANG did not have any revenues during the year. The expense of the parent
company was paid by intercompany transfers of funds from its subisidiary, AMRES,
which was removed from RENHUANG as of March 3, 2006.
Cash and Cash Equivalents
RENHUANG considers all liquid investments with an original maturity of 90 days
or less to be cash equivalents. Balances in bank accounts may, from time to
time, exceed federally insured limits. RENHUANG did not have any cash balance as
of April 30, 2006.
Property and Equipment
Property and equipment are recorded at cost. Significant renewals and
betterments, which extend the life of the related assets, are capitalized.
Maintenance and repairs are charged to expense as incurred. Property and
equipment are depreciated using the straight-line method over the estimated
useful lives of the related assets, ranging from three to seven years. Assets,
which have a separable life, are depreciated over the life of those assets. At
the time of retirement or other disposition of property and equipment, the cost
and accumulated depreciation are removed from the accounts and any resulting
gain or loss is reflected in operations. There were no property and equipment on
the books of RENHUANG as of April 30, 2006. Valuation of Long-Lived and
Intangible Assets The recoverability of these assets requires considerable
judgment and is evaluated on an annual basis or more frequently if events or
circumstances indicate that the assets may be impaired. As it relates to
goodwill and indefinite life intangible assets, we apply the impairment rules in
accordance with SFAS No. 142. As required by SFAS No. 142, the recoverability of
these assets is subject to a fair value assessment, which includes several
significant judgments regarding financial projections and comparable market
values. As it relates to definite life intangible assets, we apply the
impairment rules as required by SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" which also requires significant judgment and
assumptions related to the expected future cash flows attributable to the
intangible asset. The impact of modifying any of these assumptions can have a
significant impact on the estimate of fair value and, thus, the recoverability
of the asset.
Income Taxes
RENHUANG accounts for income taxes under the provisions of SFAS No. 109,
"Accounting for Income Taxes," whereby deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between bases used for financial reporting and income tax reporting purposes.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. A valuation allowance is
provided for certain deferred tax assets if it is more likely than not that
RENHUANG will not realize tax assets through future operations.
Fair Value of Financial Instruments
Statement of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments", requires disclosure of fair value information
about financial instruments, whether or not recognized in the balance sheet. In
cases where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those techniques
are significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. In that regard, the derived fair value
estimates cannot be substantiated by comparison to independent markets and, in
many cases, could not be realized in immediate settlement of the instruments.
Statement No. 107 excludes certain financial instruments and all non-financial
instruments from its disclosure requirements. Accordingly, the aggregate fair
value amounts presented do not represent the underlying value of the Company.
The following methods and assumptions were used by RENHUANG in estimating fair
values of financial instruments as disclosed herein:
Earnings Per Common Share
RENHUANG presents basic earnings per share ("EPS") and diluted EPS on the face
of all statements of operations. Basic EPS is computed as net income (loss)
divided by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur from common
shares issuable through stock options, warrants, and other convertible
securities. Dilutive securities including the Series D Convertible Preferred
Stock and the Series F Convertible Preferred Stock were not included in the
computations of loss per share for the twelve months ended April 30, 2005 and
2004 since their effects are anti-dilutive. As of April 30, 2003, dilutive
shares related to the Series D preferred amounted to 1,040,222, while dilutive
shares relating to the Series F and Series E preferred amounted to 1,880,000 and
434,556, respectively. All of the Preferred stocks were converted to Common
Stock as of March 3, 2006.
Recently Issued Accounting Statements
The FASB has issued SFAS No. 148 "Accounting for Stock-Based Compensation -
Transition and Disclosures". SFAS No. 148 amends SFAS No. 123, "Accounting for
Stock-Based Compensation", to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results. The
Company has adopted the disclosure requirements of SFAS No. 148. The Company has
no stock-based compensation.
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment, an
Amendment of SFAS No. 123." SFAS No. 123R requires companies to recognize in the
statement of operations the grant-date fair value of stock options and other
equity-based compensation issued to employees. The Company has no stock-based
compensation.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets." The Statement is an amendment of APB Opinion No. 29. SFAS No. 153
eliminates the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance. The adoption of SFAS No. 153 has no
impact on the Company's financial statements.
In May 2005, The FASB issued Statement No. 154, "Accounting Changes and Error
Corrections", a replacement of APB Opinion 20, "Accounting Changes" and FASB
Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements".
This statement changes the requirements for the accounting for and reporting of
a change in accounting principle. APB Opinion 20 previously required that most
voluntary changes in accounting principles be recognized by including in net
income of the period of the change the cumulative effect of changing to the new
accounting principal. FASB Statement No. 154 requires retrospective application
to prior periods' financial statements of changes in accounting principle,
unless it is impracticable to determine either the period specific effects or
the cumulative effect of the change. This statement is effective for accounting
changes and corrections of errors made in fiscal periods that begin after
December 15, 2005. Management does not anticipate this statement will impact the
Company's consolidated financial position or consolidated results of operations
and cash flows.
In February 2006, the FASB issued Statement No. 155, "Accounting for Certain
Hybrid Financial Instruments", an amendment of FASB Statement No.133,
"Accounting for Derivative Instruments and Hedging Activities" and FASB
Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities." This Statement permits fair value re
measurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation; clarifies which
interest-only strips and principal-only strips are not subject to the
requirements of Statement No. 133, establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are
freestanding derivatives or that are hybrid financial instruments that contain
an embedded derivative requiring bifurcation; clarifies that concentrations of
credit risk in the form of subordination are not embedded derivatives and amends
Statement 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument.
Management does not anticipate this Statement will impact the Company's
consolidated financial position or consolidated results of operations and cash
flows.
In March 2006, the FASB issued Statement No. 156, "Accounting for Servicing of
Financial Assets", an amendment of FASB Statement No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
This Statement amends Statement No. 140 with respect to the accounting for
separately recognized servicing assets and servicing liabilities. Management
does not anticipate this Statement will impact the Company's consolidated
financial position or consolidated results of operations and cash flows.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
Capital Leases
As of April 30, 2006 and 2005, RENHUANG had no significant capital leases
outstanding.
Operating Leases
RENHUANG was leasing its corporate office located in Costa Mesa, California,
under a non-cancelable operating lease arrangement, which expires in June of
2008. These leases were transferred to AMRES as of March 3, 2006.
NOTE 4 - STOCKHOLDERS' EQUITY
Preferred Stock
On February 28, 2003, the board of directors of RENHUANG approved an amendment
to RENHUANG's Articles of Incorporation to increase the authorized preferred
stock from 1,000,000 shares to 2,500,000 shares, par value $0.001 per share, the
rights, privileges, and preferences of which would be determined by the board of
directors, in their sole discretion, from time to time. The preferred stock may
be divided into and issued in one or more series. On March 5, 2003, the proposal
was approved by written consent of a majority of RENHUANG's stockholders; and
became effective after RENHUANG's annual shareholders meeting on April 11, 2003.
Effective in April 2003, (a) our preferred stockholders exchanged their Series A
and Series C preferred stock for newly created Series E and Series D preferred
stock, respectively, (b) our President exchanged cancelled options and converted
debt into common stock and newly created Series F preferred stock, and (c) our
common stock underwent a one-for-twenty reverse stock split, resulting in a
decrease in our outstanding common stock from 99,350,000 shares to 4,967,500
shares.
Series A / Series E Convertible Preferred Stock
During the years ended April 30 2002 and 2003, RENHUANG repurchased 13,180 and
52,266 shares of Series A Convertible Preferred for $6,590 and $26,132
respectively. Also during the twelve months ended April 30, 2003, RENHUANG
declared and distributed $21,995 of dividends relating to the Series A
Convertible Preferred Stock.
On February 28, 2003, the Company entered into an agreement, whereby the holders
agreed to exchange 434,554 shares of Series A Convertible Preferred Stock for
total of 217,278 shares of newly created Series E Convertible Preferred Stock.
The effective date of the exchange was April 21, 2003. The Series A Convertible
Preferred Stock had a liquidation value of $0.50 per share, or $217,278, which
equates to the liquidation value of the Series E Convertible Preferred Stock of
$1.00 per share, or $217,278 total. As such, RENHUANG did not incur any
financial impact related to the exchange.
During the twelve months ended April 30, 2004, the Company repurchased 92,278
shares of Series E Convertible Preferred stock for $92,278. In addition, the
Company declared and distributed $20,201 of dividends relating to the Series E
Preferred Stock. In addition, the company executed an exchange agreement with
the holders of the Series E Convertible Preferred such that the Company
exchanged an asset worth $125,000 as satisfaction of all outstanding amounts due
to Series E Convertible Preferred holders. No gain or loss was recognized on the
exchange. As of April 30, 2004, there are no shares of Series E Preferred Stock
outstanding.
Each share of Series E Convertible Preferred Stock (after giving effect to the
1-for-20 reverse stock split) (i) has a liquidation preference (after the Series
D Convertible Preferred Stock) equal to $1.00 per share, (ii) is entitled to a
monthly, non-cumulative dividend equal to 12% per annum, payable in cash, and
(iii) may be converted, only upon the mutual written consent of the holder and
RENHUANG, into common stock at the average of the closing bid price for the last
ten days prior to the conversion date. The Series E Convertible Preferred Stock
does not have any voting rights. In April of 2004, we executed an exchange
agreement with the Series E Convertible Preferred Stock holders such that all
outstanding principal and dividends were liquidated in exchange for an asset
owned by the Company. No gain or loss was recognized on the exchange.
Series C / Series D Convertible Preferred Stock
On May 14, 2002 and again on November 17, 2002, holders of Series C Convertible
Preferred Stock converted 1,059 shares of Series C Convertible Preferred Stock
into 286,426 shares of RENHUANG's restricted common stock. The number of shares
received upon conversion was determined based on the conversion discount
specified in the agreement of 17.5%, taking into account the dividends which
were due on the Series C Convertible Preferred shares. The beneficial conversion
feature embedded in the Series C Convertible Preferred was originally charged to
RENHUANG's accumulated deficit. No expense was associated with the transaction.
Series C Convertible Preferred stock dividends totaling $17,050 were charged to
RENHUANG's accumulated deficit during the twelve months ended April 30, 2003.
On February 28, 2003, the Company entered into an agreement to exchanged 16,403
shares of Series C Convertible Preferred Stock for (i) 1,675,000 shares of
common stock, (ii) 8,203 shares of newly created Series D Convertible Preferred
Stock, and (iii) warrants to acquire 750,000 shares of common stock under the
2003 Stock Option Plan, exercisable ratably over a period of five years, with
each one-third at an exercise price of $0.50, $0.75, and $0.90 per share,
respectively. The effective date of the exchange of the common stock was
February 28, 2003, and the effective date of the exchange of Series C for Series
D and warrants on April 21, 2003. On the date of the agreement, the value of the
Series C Preferred Stock, plus accrued dividends, was determined to be
$1,977,426. The total shares of common stock were valued at $871,001 based on
the fair market value of the shares as of February 28, 2003, less a 10% discount
for transferability restrictions. The Series D Convertible Preferred Stock has a
liquidation value of $1,040,222 and the warrants were attributed a value of
$39,346 using the Black Scholes option pricing model. The value of the Series D
Convertible Preferred Stock and the warrants differ from the value of the
previously outstanding Series C Convertible Preferred Stock by $6,643. The
Company charged the difference to interest expense during the year ended April
30, 2003.
Each share of Series D Convertible Preferred Stock (assuming the 1-for-20
reverse stock split is effected) (i) has a liquidation preference equal to
$126.81 per share, (ii) is entitled to receive a quarterly non-cumulative
dividend equal to 7% per annum, which may be paid in cash or in common stock at
the discretion of RENHUANG based on the average of the closing bid price for the
last ten trading days of the applicable quarter, (iii) may be converted, after
February 28, 2004, into 126.81 shares of Company common stock at the option of
the holder, and (iv) is entitled to 126.81 votes on all matters submitted to the
shareholders for approval.
On April 30, 2004, we declared the issuance of a total of 224,386 shares of our
common stock valued at $62,828 as payment of accrued dividends through the
declaration date. The amount is included in accrued liabilities on the
accompanying consolidated balance sheet as of April 30, 2004, as the shares were
issued subsequent to year end.
Series F Convertible Preferred Stock
See Note 10 for discussion of transaction issuing 18,800 shares of Series F
convertible preferred stock. Each share of Series F Convertible Preferred Stock
(after giving effect to the 1-for-20 reverse stock split) (i) has a liquidation
preference (after the Series D Convertible Preferred Stock and Series E
Convertible Preferred Stock) equal to $16.675 per share, (ii) is entitled to a
quarterly, non-cumulative dividend of 1.75 shares of Company common stock, which
may be paid in cash at RENHUANG's discretion based on the average of the closing
bid price for the last ten trading days of the applicable quarter, (iii) may be
converted, after February 28, 2004, into 100 shares of Company's common stock at
the option of the holder, and (iv) is entitled to 100 votes on all matters
submitted to the shareholders for approval.
On April 30, 2004, we declared the issuance of a total of 164,500 shares of our
common stock fairly valued at $46,060 as payment of accrued dividends through
the declaration date. The amount is located in accrued liabilities on the
accompanying balance sheet as of April 30, 2004, as the shares have were issued
subsequent to year end. On March 3, 2006 preferred stocks were converted into
common stocks.
Common Stock
On February 28, 2003, the board of directors approved, subject to stockholder
approval, an amendment to RENHUANG's Articles of Incorporation to effectuate a
one (1) for twenty (20) reverse stock split of RENHUANG's issued and outstanding
common stock. On March 5, 2003, the proposal was approved by written consent of
a majority of RENHUANG's stockholders; and became effective after RENHUANG's
annual shareholders meeting on April 11, 2003. The effects of the reverse stock
split have been retroactively applied to all periods presented.
From time to time, RENHUANG's board of directors authorizes the issuance of
common stock. RENHUANG values shares of common stock based on the closing ask
price of the securities on the date the directors approve such issuance. In the
event RENHUANG issues common stock subject to transferability restrictions under
Rule 144 of the Exchange Act of 1933, RENHUANG discounts the closing ask prices
by 10% to value its common stock transactions.
In June of 2001, RENHUANG issued 20,000 shares of its restricted common stock
both as payment of a $14,482 liability due an outside consultant and as a
"buy-out" of the remaining guaranteed contract for this consultant who was
providing legal services to RENHUANG. In connection with this transaction,
RENHUANG charged operations $43,118 for the difference between the carrying
value of the liability and the value of the common stock.
On July 2, 2001, RENHUANG issued 16,250 shares of its restricted common stock
valued at $57,038 as a partial satisfaction of a loan payable due an unrelated
party. The original amount of the loan, including interest payable was $150,000.
RENHUANG continues to repay the note in monthly of payments together with
interest at 0% per annum of $4,320 through May 2, 2002. As of April 30, 2002,
$4,320 remained due on the loan and was paid off during the year ended April 30,
2003.
At various dates from May 1, 2001 through April 30, 2002, RENHUANG issued
275,000 shares of common stock, valued at $645,550 to various consultants of
which $624,717 are included in general and administrative expenses in the
accompanying consolidated statements of operations and the remaining balance of
$20,833 recorded as deferred compensation
I
On November 4, 2002, RENHUANG issued 152,500 shares to consultants and legal
counsel for services rendered prior to October 31, 2002, valued at $85,400. The
value of the shares was recorded in the accompanying financial consolidated
statements as consulting expense for the year ended April 30, 2003.
Further, on November 4, 2002, RENHUANG issued 199,000 shares to current
employees and directors for services rendered prior to October 31, 2002. The
shares were valued at $84,330 and were recorded as compensation expense for the
year ended April 30, 2003.
Shares issued for services during the twelve months ended April 30, 2003, are
summarized as follows:
Year Ended April 30, 2003
-------------------------
Costs Shares
Incurred Issued
Incentives - Employees and Directors $ 84,330 199,000
Consulting - Legal 85,400 152,500
-------- -------
Total $169,730 351,500
======== =======
On February 28, 2003, RENHUANG PHARMACEUTICALS, INC. and Vincent Rinehart
entered into an agreement, whereby Rinehart agreed to (i) cancel options to
acquire 125,000 shares of common stock and (ii) convert an aggregate of $433,489
in principal and interest under a promissory note into (y) 300,000 shares of
common stock and (z) 18,800 shares of newly created Series F Convertible
Preferred Stock. The value attributed to the 300,000 shares of common stock was
$162,000 based on the fair market value of the stock as of the exchange date
less a 10% discount. The value attributed to the Series F Convertible Preferred
Stock is $313,490 based on 18,800 shares at a liquidation value of $16.675 per
share. The value of the Series F Convertible Preferred Stock and the common
stock differ from the amount of the note payable by $42,001, which was charged
to interest expense during the year ended April 30, 2003.
In April of 2004, the Company issued 40,000 shares to a consultant for sales and
marketing services rendered to AMRES. The shares were valued at $11,200.
Stock Options and Warrants
2003 Securities Plan
On February 28, 2003, the Board of directors of RENHUANG approved, declared it
advisable and in RENHUANG's best interests, and directed that there be submitted
to the holders of a majority of RENHUANG's voting stock for action by written
consent the RENHUANG PHARMACEUTICALS, INC. 2003 Omnibus Securities Plan (the
"2003 Securities Plan"). On March 5, 2003, the proposal was approved by written
consent of a majority of RENHUANG's stockholders; and became effective after
RENHUANG's annual shareholders meeting on April 11, 2003.
The 2003 Securities Plan authorizes the granting of the following types of
stock-based awards (each, an "Award"):
o stock options (including incentive stock options and non-qualified
stock options);
o restricted stock awards;
o unrestricted stock awards; and
o performance stock awards.
A total of 750,000 shares of common stock are reserved for issuance under the
2003 Securities Plan. Additional annual increases in shares available cannot
exceed 10% of the outstanding common stock. In the event the Company issues
stock options or warrants, each Award shall specify the date when options or
warrants are to become exercisable. To the extent required by applicable law,
stock options or warrants shall become exercisable no less rapidly than the rate
of 20% per year for each of the first five years from the date of grant. Subject
to the preceding sentence, the exercisability of any stock options or warrants
shall be determined by the compensation committee in its sole discretion.
Forfeitures pursuant to the terms under which such shares were issued, will
again become available for the grant of further awards. No stock option may be
exercised after the expiration of ten years from the date of grant (or five
years in the case of incentive stock options granted to certain employees owning
more than 10% of the outstanding voting stock). Pursuant to the 2003 Securities
Plan, the aggregate fair market value of the common stock for which one or more
incentive stock options granted to any participant may for the first time become
exercisable as incentive stock options under the federal tax laws during any one
calendar year shall not exceed $100,000. Subsequent to April 30 2004, the board
authorized a resolution to increase the amount of shares reserved for issuance
under the 2003 Securities Plan to 936,746 shares.
Stock-option activity during the years ended April 30, 2002, 2003 and 2004 is as
follows:
Options issued to employees:
Weighted
Average
Weighted Fair Value
Range of Average of
Exercise Exercise Options
Options Prices Price Granted
-------- ---------- -------- --------
Outstanding, April 30, 2001 -- -- -- --
Granted 275,000 $0.10-3.40 $ 2.00 $ 1.40
Canceled (100,000) $ 3.40 $ 3.40 $ 2.40
Exercised -- -- -- --
-------- ---------- -------- --------
Outstanding, April 30, 2002 175,000 $0.10-1.60 $ 1.20 $ 1.00
Granted -- -- -- --
Canceled (175,000) $0.10-1.60 $ 1.20 $ 1.00
Exercised -- -- -- --
-------- ---------- -------- --------
Outstanding,
April 30, 2003 and 2004 -- -- -- --
======== ========== ======== ========
As of April 30, 2004 and 2003, there were no outstanding employee options.
Had compensation cost for the Company's employee stock options been accounted
for using the fair value method of accounting described by SFAS No. 123 (see
Note 3), the Company's reported net loss of $442,713 and net loss per share of
$0.24for the year ended April 30, 2002, would have been increased to a pro forma
loss of $579,783 and $0.40 per share, respectively. In fiscal 2002, options
granted to employees are estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions: no dividend yield,
volatility of 83%, a risk-free interest rate of 3.25%, and an expected option
life of five years. There were no grants made in 2004 and 2003; therefore, no
pro forma effects are applicable.
On February 28, 2003, warrants to purchase 750,000 shares of common stock were
granted which vest and are exercisable, over a period of five years. These
warrants are in connection with the conversion of Series C convertible preferred
stock into Series D convertible preferred stock as discussed in Note 12.
One-third each have an exercise price of $0.50, $0.75, and $0.90 per share,
respectively and expire 10 years from the grant date.
Warrants issued to non-employees:
Weighted
Average
Weighted Fair Value
Range of Average of
Exercise Exercise Warrants
Warrants Prices Price Granted
-------- -------------- -------- ---------
Outstanding, April 30, 2001 24,234 $60.00- 134.60 83.20 57.00
Granted 50,000 3.40 2.00 2.40
Canceled (50,000) 3.40 3.40 2.40
Exercised -- -- -- --
-------- -------------- -------- ---------
Outstanding, April 30, 2002 24,234 $ 60.00- 134.6 $ 83.20 $ 57.00
Granted 750,000 0.50 - 0.90 0.72 0.05
Canceled (24,234) 60.00- 134.60 83.20 57.00
Exercised -- -- -- --
-------- -------------- -------- ---------
Outstanding,
April 30, 2003 and 2004 750,000 $ 0.50 - 0.90 $ 0.72 $ 0.05
======== ============== ======== =========
The warrants issued in February 2003 were attributed a value of $39,346 using
the Black Scholes option pricing model. The closing stock price and the date of
grant of the warrants was $0.60 per share. The option life assumed is five
years, risk-free interest rate of 2.5%, and an expected volatility of 15%.
Management determined the measurement date to be February 28, 2003, since
consent of a majority of the shareholders was obtained on that date. Warrants to
purchase 750,000 shares which are outstanding are exercisable ratably over a
five-year period. As of April 30, 2004 and 2003, 150,000 and zero warrants were
exercisable, respectively. As of April 30, 2004 and 2003, the remaining
contractual life on the warrants is 8.83 and 9.83 years, respectively.
Preferred Stock of Subsidiary
AMRES authorized 1,250,000 shares of Series A Preferred Stock on July 18, 2003.
The Series A preferred stock is no par value and accrues dividends at a rate of
10% per annum. There are no voting, liquidation, redemption or conversion rights
associated with the Series A Preferred Stock. On December 23, 2003, AMRES
amended the terms of the Series A Preferred Stock so that it has a face value of
$4.00 per share, pays a 3% quarterly cumulative cash dividend, and has a
liquidation preference.
On July 18, 2003, the Company entered into a Securities Exchange Agreement with
AMRES and Sutter Holding Company, Inc. ("Sutter").
On December 18, 2003, the parties to the Agreement entered into a Mutual
Rescission of Securities Exchange Agreement whereby they agreed to rescind the
transactions contemplated by the Agreement in their entirety, and all parties
returned all consideration. The Company returned to Sutter the 66,496 shares of
Sutter common stock, Sutter returned to AMRES the 1,000,000 shares of Series A
preferred stock, and Sutter returned to RENHUANG the Warrants.
On December 23, 2003, the AMRES amended the terms of its unissued Series A
preferred stock. Under the amendment the Series A preferred stock is
non-redeemable with no par value and accrues dividends at a rate of 3%, per
annum, payable quarterly. In addition, the dividends are cumulative and the
holders of the Series A preferred stock have priority to all distributions.
There are no voting, redemption or conversion rights associated with the Series
A preferred stock.
On December 23, 2003, AMRES issued 500,000 shares of Series A Preferred Stock
for 4,000,000 shares of restricted common stock of RENHUANG. On July 28, 2004,
the agreement was modified and the AMRES returned 2,400,000 shares of RENHUANG's
common stock to RENHUANG. The subsequent transaction was accounted for
retroactively to the original agreement date on December 23, 2003. At April 30,
2004, AMRES held a total of 1,737,500 shares of RENHUANG common stock. AMRES
accounts for these shares as an investment in a related entity. For purposes of
consolidation, however, this transaction was eliminated.
NOTE 5 - NON-RECURRING EXPENSES
On or about June 27, 2002, RENHUANG entered into a settlement agreement and
general mutual release with Laguna Pacific (the "Laguna Settlement"). As
consideration under the Laguna Settlement, RENHUANG repaid the $225,000 note,
plus $9,000 in accrued interest, and the note was cancelled.
Subsequent to the Laguna Settlement, a dispute arose regarding whether or not
the Laguna Settlement included and consequently canceled the warrants. On
October 25, 2002, the board of directors authorized the issuance of 150,000
shares of RENHUANG's common stock upon exercise of the Laguna warrant. The stock
was valued at the fair market value on the date the settlement was executed of
$0.40 per share, less a 10% reduction based on the Rule 144 restriction. The
value of the 150,000 shares issued to Laguna was determined to be $54,000. The
value of the warrant immediately prior to the settlement was determined to be
equal to the original relative value of the warrant, since no economic changes
impacted the value of the warrant since the date of issuance. During the twelve
months ended April 30, 2003, management recorded a gain on the settlement as
other income in the amount of $78,543.
During the twelve months ended April 30, 2002, RENHUANG had capital lease
obligations in default totaling $91,585 that were settled for $35,800. The
remaining balance was recognized as a gain on settlement of debt of $56,185.
On January 17, 2002, AMRES purchased a note payable by RENHUANG in the amount of
$103,404 and accrued interest totaling $6,291 for consideration of $40,000. In
consolidation the note payable is eliminated and RENHUANG recognized a gain from
the settlement of debt of $69,695.
On May 27, 1999, RENHUANG entered into an agreement with an investment banker to
seek debt financing through public or private offerings or debt or equity
securities and in seeking merger and acquisition candidates. In April 2000, the
parties agreed to amend the agreement to eliminate the fee based on a percentage
of the consideration of a transaction, and to grant the investment banker 10,000
shares of the Common Stock and to cancel the options to purchase 10,000 shares.
On August 7, 2001, RENHUANG agreed to settle a dispute over the terms of the
amendment by canceling the 10,000 shares in exchange for 75,000 shares of
RENHUANG's restricted common stock. RENHUANG valued the additional 65,000 shares
at $3.40 each and charged operations a total of $221,000 as a non-recurring
settlement loss.
RENHUANG entered into a global settlement agreement with several parties, which
resulted in a total non-recurring loss of $61,494. See Note 17 for more on this
agreement.
NOTE 6 - INCOME TAXES
At April 30, 2004, RENHUANG had net operating loss carry-forwards for federal
and state income tax purposes totaling approximately $8.0 million and $4.0
million, respectively, which for federal reporting purposes, begin to expire in
2011 and fully expire in 2023. For state purposes, the net operating loss
carry-forwards begin to expire in 2005 and fully expire in 2010. The utilization
of these net operating losses may be substantially limited by the occurrence of
certain events, including changes in ownership. The net deferred tax assets at
April 30, 2004 and 2003, before considering the effects of RENHUANG's valuation
allowance amounted to approximately $5.1 million and $4.4 million, respectively.
RENHUANG provided an allowance for substantially all its net deferred tax assets
since they are unlikely to be realized through future operations. The valuation
allowance for net deferred tax assets increased approximately $711,000 and $1.3
million during the years ended April 30, 2004 and 2003, respectively. RENHUANG's
provision for income taxes differs from the benefit that would have been
recorded, assuming the federal rate of 34%, due to the valuation allowance for
net deferred tax assets.
NOTE 7 - SECURED NOTE RECEIVABLE
On November 7, 2003, the Company loaned $200,000 to an individual for a property
purchase. The loan is secured by a first trust deed on the property. The
borrower is required to make interest only payments, at 7.5% per annum, and the
entire loan is due on December 1, 2008. During the year, a related investor, and
a direct relative of the Chief Executive Officer of the Company, purchased a
portion of the loan for $50,000, leaving the amount owed to the Company at
$150,000. In addition, prior to the end of the fiscal year, the Company executed
an exchange agreement with the Series E convertible preferred stock holders
whereby the Company exchanged $125,000 of the secured note receivable for all
outstanding principal and interest owed the Series E convertible preferred stock
holders. There was no gain or loss recorded on the sale of the loan.
NOTE 8 - GLOBAL SETTLEMENT
To settle all outstanding disputes among all the parties, on June 26, 2001,
RENHUANG entered into a settlement agreement with EMB, AMRES Holding LLC,
Vincent Rinehart, and Williams de Broe (the "Global Settlement"). As part of the
Global Settlement:
I. RENHUANG issued to EMB 75,000 shares of restricted common stock as
consideration for EMB's waiver of its registration rights for
375,000 shares of RENHUANG common stock already held by EMB. The
shares were valued at $0.14 per share based on a 10% discount from
the closing price on the date of the agreement. RENHUANG issued to
EMB a promissory note in the principle amount of $103,404, which
represents the reduced amount due to EMB by RENHUANG under a
promissory note previously issued in connection with the AMRES
acquisition, after giving effect to a principal reduction offset for
amounts owed by EMB to WdB, but which were satisfied by RENHUANG and
a note issued by RENHUANG to AMRES Holdings LLC to settle an
acquisition obligation of EMB (see below). The note bears an
interest at the rate of 10% per annum and is convertible into common
stock of RENHUANG. See Note 13 for further discussion of this note.
II. RENHUANG issued to Williams de Broe ("WdB") 150,000 shares of
restricted common stock valued at $459,000 as consideration for
WdB's release of all claims against RENHUANG arising under the
purported guarantee of EMB's obligation to WdB by RENHUANG. The
parties agreed that the amount be credited as additional
consideration to the EMB notes payable.
III. EMB acknowledges its obligations to pay all outstanding leases
covering equipment and/or furniture now in the possession of
RENHUANG as contemplated by the agreement.
IV. EMB assigned rights of a portion of RENHUANG's note payable totaling
$485,446 to AMRES Holdings LLC, owned by Vince Rinehart. The note
bears interest at 10% per annum. This note is convertible into
shares of common stock based on 90% of the closing stock price on
the date of the conversion. RENHUANG assigned a value of
approximately $60,681 to the beneficial conversion feature imbedded
in this note. As part of the restructuring, the Company converted
outstanding balance of the note plus accrued interest into 300,000
shares of RENHUANG's enforced. On January 17, 2002, EMB sold this
note to AMRES for $40,000.
The following reflects the reduction of the note payable to EMB as follows:
Note payable $ 1,055,000
V. common stock plus 18,800 shares of Series 160,856
F convertible preferred. As such, as of
April 30, 2003, there is no principal or
interest outstanding relating tothis note.
EMB forgave principal and interest totaling
$168,006. The balance of $103,404 convertible
notes was issued, bearing interest at 10% per
annum. The note had a mandatory conversion into
RENHUANG's common stock on December 15, 2001,
which was never Accrued interest
-----------
Total due to EMB prior to settlement 1,215,856
Less:
Value of 150,000 shares to WdB (459,000)
Payable to AMRES Holdings LLC (485,446)
Debt and interest relief (168,006)
-----------
Balance due to EMB after settlement $ 103,404
-----------
The following reflects the non-recurring charge to operations associated with
the Global Settlement:
Value of 75,000 shares to EMB $ 229,500
Debt and interest relief (168,006)
-----------
Total non-recurring loss $ 61,494
===========
NOTE 9 - LEGAL
The Company is not a party to any litigation or proceedings, and there is no
pending or threatening litigation or proceedings against the Company.
NOTE 10 - CHANGE OF CONTROL AND DISPOSITION OF ASSETS
On September 19, 2005, the Company entered into a Common Stock Purchase
Agreement whereby Vince Rinehart, a shareholder and at the time, the Company's
sole officer and director ("Rinehart") and AMRES Holding, LLC, a Nevada limited
liability company under control of Rinehart ("AMRES Holding") would sell a total
combined amount of approximately 10,379,731 shares of the Company's common stock
and warrants to purchase a total of 3,450,000 shares of the Company's common
stock (the "Securities"), to an unrelated third party, Viking Investments USA,
Inc., a Delaware corporation ("Viking"), for an aggregate purchase price of
$375,000. The anticipated closing date was changed by agreement of the parties
to December 30, 2005.
On September 23, 2005, the Company received a signed Securities Purchase
Agreement dated September 16, 2005 from Peter and Irene Gauld (the "Gaulds"), by
and between AMRES Holding and the Gaulds, whereby the Gaulds will sell to AMRES
Holding, on or about October 28, 2005, warrants to acquire 2,000,000 shares of
common stock of Renhuang in exchange for the total purchase price of $10,000.
The Gaulds do not bear a related-party relationship to Renhuang or its
management.
On September 30, 2005, the Company entered into a Reorganization, Stock and
Asset Purchase Agreement by and among Renhuang and AMRES, on the one hand, and
Rinehart and AMRES Holding, on the other hand, whereby Renhuang would sell
substantially all of our assets to AMRES Holding, on or about November 8, 2005,
including but not limited to all of Renhuang's ownership interest in our
subsidiary, AMRES, in exchange for (i) the termination by Rinehart, the managing
member of AMRES Holding, of that certain Employment Agreement dated June 1,
2001, by and between Rinehart and the Company, including the waiver of $500,000
in severance thereunder and (ii) the assumption by AMRES of all obligations
under that certain real property lease by and between the Company and Fifth
Street Properties-DS, LLC. In conjunction with the abovementioned exchange, the
following transactions would occur: (i) the delivery by Rinehart, a shareholder
and the sole officer and director of the Company, of his entire ownership
interest in the Company, consisting of 988,275 shares of common stock, and
18,800 shares of Series F Convertible Preferred Stock, to Viking; (ii) the
delivery by AMRES to Viking of its ownership interest in the Company, consisting
of 4,137,500 shares of Company common stock; and (iii) delivery by AMRES Holding
of warrants to acquire 250,000 shares of the Company's common stock to Viking.
On September 30, 2005, AMRES Holding entered into a Stock Purchase Agreement
with Cranshire Capital, L.P. ("Cranshire"), The dotCom Fund, LLC ("dotCom"), and
Keyway Investments, Ltd. ("Keyway") (each a "Seller" and collectively the
"Sellers"), whereby the Sellers will sell to AMRES Holding, on or about November
8, 2005, an aggregate of 3,043,945 shares of Renhuang's common stock, 8,201.5
shares of Renhuang's Series D Preferred stock, and warrants to purchase 750,000
shares of Renhuang's common stock, in exchange for the total purchase price of
$125,000. The anticipated closing date was changed by agreement of the parties
to December 30, 2005. The Sellers do not bear a related-party relationship to
Renhuang or its management. These securities should all be sold to Viking
pursuant to the terms of Common Stock Purchase Agreement as reported in the
Company's Current Report on Form 8-K dated September 23, 2005.
On March 3, 2006, all the transactions referred to above occurred.
NOTE 11 - SUBSEQUENT EVENT
On or about April 11, 2006, the Company received written consents in lieu of a
meeting of Stockholders from holders of 9,892,820 shares representing
approximately 74% of the 13,355,181 shares of the total issued and outstanding
shares of voting stock of the Company (the "Majority Stockholders") approving
the following amendments to the Company's Articles of Incorporation (the
"Amendment"): (i) changed the name of the Company to "Renhuang Pharmaceuticals,
Inc."; and (ii) completed a 1-for-30 reverse stock split of our Common Stock.
On April 11, 2006, the Board of Directors of the Company approved the
Above-mentioned actions, subject to Stockholder approval. According to Nev. Rev.
Stat. 78.390, a majority of the outstanding shares of voting capital stock
entitled to vote on the matter is required in order to amend the Company's
Articles of Incorporation. According to Nev. Rev. Stat. 78.2055, a majority of
the outstanding shares of voting capital stock entitled to vote on the matter is
required in order to decrease the number of issued and outstanding shares
resulting from a reverse stock split.
On July 28, 2006 the Company changed its name to Renhuang Pharmaceuticals, Inc.
and on August 11, 2006, the Board of Directors effectuated the stock split
reversal.