PINX:ZYCI Ziyang Ceramics Corp Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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zyci10-q.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(MARK ONE)
FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012
OR

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________________ TO __________________

COMMISSION FILE NUMBER: 000-53874

ZIYANG CERAMICS CORPORATION
(Exact name of registrant as specified in its charter)
 
Florida
82-0326560
(State or other jurisdiction of  incorporation or organization)
(I.R.S. Employer Identification No.)

LvBiao Industrial Park, Longdu Street, Zhucheng City, Shangdong Province China
 
262200
(Address of principal executive offices)
(Zip Code)

 86-536-6046925
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 (or for such shorter period that the registrant was required to submit and post such files).   Yes [ X] No [ ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
[  ]
Accelerated filer
[  ]
Non-accelerated filer
[  ]
Smaller reporting company
[X]
(Do not check if smaller reporting company)
     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes [ ] No [X]
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  10,001,220 shares of common stock are issued and outstanding as of May 10, 2012.

 
 

 




TABLE OF CONTENTS

   
Page No.
PART I. - FINANCIAL INFORMATION
Item 1.
Financial Statements.
1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
14
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
17
Item 4
Controls and Procedures.
18
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings.    
19
Item 1A.
Risk Factors.
19
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
19
Item 3.
Defaults Upon Senior Securities.
19
Item 4.
Mine Safety Disclosure
19
Item 5.
Other Information.
19
Item 6.
Exhibits.
19
Signatures
20


 
i

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

 
our management’s lack of experience in operating a public company and the location of our management in the PRC,
 
adverse factors impacting our customer’s business,
 
increases in the price of or lack of availability of raw materials,
 
dependence on our management,
 
competition in the ceramics industry,
 
adverse affects of power shortages,
 
unsuccessful research and development efforts and lack of market acceptance of new products,
 
inability to manage our business expansion,
 
infringement by third parties on our intellectual property rights,
 
our inadvertent infringement of third-party intellectual property rights,
 
PRC government fiscal policy that affect real estate development and consumer demand.
 
availability of skilled and unskilled labor and increasing labor costs,
 
lack of insurance coverage and the impact of any loss resulting from third party liability claims or casualty losses,
 
violation of Foreign Corrupt Practices Act or China anti-corruption laws,
 
economic, legal restrictions and business conditions in China,
 
adverse impact of recent Chinese accounting scandals,
 
lack of audit committee financial experts on our Board of Directors and lack of experience with U.S. GAAP by our accounting staff, and
 
limited public market for our common stock.

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in  Item A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2011.  Other sections of this report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

 
ii

 


PART 1 - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS.
 
ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 
       
   
Three Months Ended
March 31,
 
   
2012
   
2011
 
   
Unaudited
   
Unaudited
 
                 
Net revenues
 
$
11,411,336
   
$
7,483,617
 
Cost of sales
   
 7,101,427
     
4,843,704 
 
Gross profit
   
4,309,909
     
2,639,913
 
                 
Operating expenses:
               
Selling expenses
   
51,763
 
   
49,256
 
General and administrative
   
413,372 
     
473,684 
 
Total operating expenses
   
465,135
     
522,940
 
       
 
       
Operating income
   
3,844,774
 
   
2,116,973
 
                 
Other income (expenses):
               
Other expenses
   
(2,508)
     
(38)
 
Interest income
   

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