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

Effective Date 3/31/2012

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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
   
104,510
     
98,592
 
Interest expense
   
(122,638)
 
   
(127,741
)
Loss from change in fair value of derivative liability
   
(244) 
     
 
Total other expenses
   
(20,880) 
     
(29,187 
       
 
       
Income before income taxes
   
3,823,894
 
   
2,087,786
 
                 
Income taxes
   
(665,949) 
     
(353,178 
                 
Net income
 
 $
3,157,945
 
 
 $
1,734,608
 
                 
Comprehensive Income:
               
                 
Net income
 
 $
3,157,945
 
 
 $
1,734,608
 
                 
Foreign currency translation (loss) gain
   
(11,980)
     
121,092
 
       
 
       
Comprehensive income
 
$
3,145,965
   
$
1,855,700
 
                 
Basic and diluted income per common share
   
0.42
 
   
2.94
 
                 
Weighted average common shares outstanding-basic and diluted
   
7,455,675
     
590,035
 

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

 
- 1 -

 

ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
             
   
March 31,
   
December 31,
 
   
2012
   
2011
 
   
Unaudited
       
ASSETS
           
CURRENT ASSETS:
           
     Cash
 
$
9,211,664
   
$
5,871,256
 
     Notes receivable
   
-
     
1,728,340
 
     Loan receivable
   
3,168,467
     
3,148,466
 
     Accounts receivable
   
304,094
     
554,744
 
     Inventories, net
   
2,910,284
     
2,629,125
 
     Prepaid expenses and other current assets
   
276,092
     
214,977
 
        Total Current Assets
   
15,870,601
     
14,146,908
 
                 
LONG TERM ASSETS:
               
    Property, plant and equipment, net
   
15,782,921
     
16,067,234
 
    Long term prepaid expenses
   
2,795,299
     
2,796,828
 
    Other long term assets
   
215,397
     
236,181
 
              Total Assets
 
$
34,664,218
   
$
33,247,151
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES:
               
    Loans payable-short term
 
$
5,861,665
   
$
5,588,527
 
    Notes payable - related party
   
-
     
1,007,420
 
    Accounts payable and accrued expenses
   
1,813,043
     
2,004,573
 
    Advance from customers
   
411,667
     
332,495
 
    Due to related party
   
-
     
559,325
 
    Taxes payable
   
695,860
     
525,851
 
    Derivative liability
   
25,021
     
24,777
 
    Other payables
   
972,275
     
1,229,326
 
          Total Current Liabilities
   
9,779,531
     
11,272,294
 
                 
LONG-TERM LIABILITIES:
               
    Loans payable-long term
   
-
     
236,135
 
          Total Liabilities
   
9,779,531
     
11,508,429
 
                 
SHAREHOLDERS' EQUITY:
               
    Common stock ($0.001 par value, 500,000,000 shares authorized; 10, 001,220 and 1,091,812 shares outstanding at March 31, 2012 and December 31, 2011.)
   
10,001
     
1,092
 
    Additional paid-in capital
   
7,311,603
     
7,320,512
 
    Retained earnings
   
16,484,268
     
13,326,323
 
    Other comprehensive income
   
1,078,815
     
1,090,795
 
         Total Shareholders' Equity
   
24,884,687
     
21,738,722
 
             Total Liabilities and Shareholders' Equity
 
$
34,664,218
   
$
33,247,151
 

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

 
- 2 -

 


ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
       
   
Three Months Ended
 
   
March 31,
 
   
2012
   
2011
 
OPERATING ACTIVITIES:
  Unaudited      Unaudited  
Net income
 
$
3,157,945
   
$
1,734,608
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
   
391,155
     
253,931
 
Amortization of intangible assets
   
19,341
     
18,536
 
Amortization of other long term assets
   
22,336
     
13,797
 
Gain from fair value change in derivative liabilities
   
244
 
   
-
 
Changes in assets and liabilities:
               
Accounts receivable
   
254,810
     
143,070
 
Notes receivable
   
1,728,340
     
-
 
Advance to suppliers
   
(81,422
)    
-
 
Prepaid expenses and other current assets
   
21,535
 
   
(303,652
)
Inventories
   
(265,070
)
   
(131,657
)
Accounts payable and accrued expenses
   
(203,072
   
142,169
 
Due to related party
   
(59,325
   
-
 
Other payables
   
(110
   
120,856
 
Taxes payable
   
167,055
     
81,213
 
Advance from customers
   
77,239
 
   
(59,636
)
NET CASH PROVIDED BY OPERATING ACTIVITIES
   
5,231,001
     
2,013,235
 
                 
INVESTING ACTIVITIES:
               
Increase in loan receivable
   
-
     
(91,306
)
Purchase of property, plant and equipment
   
(269,239
)
   
(54,419
)
NET CASH USED IN INVESTING ACTIVITIES
   
(269,239
)
   
(145,725
)
                 
FINANCING ACTIVITIES:
               
Repayment of loans payable
   
-
 
   
(760,885
)
Repayment of notes payable-related party
   
(1,507,420
)
       
NET CASH USED IN FINANCING ACTIVITIES
   
(1,507,420
)
   
(760,885
)
                 
EFFECT OF EXCHANGE RATE CHANGES ON CASH
   
(113,934
)
   
49,282
 
                 
NET  INCREASE IN CASH
   
3,340,408
     
1,155,907
 
                 
CASH  - beginning of period
   
5,871,256
     
4,851,436
 
                 
CASH - end of period
 
$
9,211,664
   
$
6,007,343
 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid for taxes
 
$
1,892,553
   
$
120,257
 
Cash paid for interest
 
$
122,638
   
$
127,741
 

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


 
- 3 -

 
ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
 
 
NOTE 1 – ORGANIZATION AND OPERATION

Ziyang Ceramics Corporation (the “Company”, “we,” “us,” or “ours,”) is a Florida corporation formed on July 13, 1998. Prior to June 27, 2007, our core business was the design, development, manufacture and sale of fingerprint-based identification products and systems that verify a person's identity. We had also licensed certain patented technology designed to detect chemical vapors and unexploded ordnance including bombs, grenades, shells, rockets, and other explosive devices.

Effective June 27, 2007, we entered into a membership interest exchange agreement with Shanghai AoHong Chemical Co., Ltd., a Chinese limited liability (“AoHong Chemical”), and its sole members Mr. Aihua Hu and his wife, Mrs. Ying Ye. Under the terms of the agreement, we acquired 56.08% of the membership interests of AoHong Chemical from that company in exchange for $3,380,000 to be invested in AoHong Chemical between September 30, 2007 and July 27, 2009.  As part of the transaction, 12,500,000 shares of our common stock valued at $1,187,500 were issued to Mr. Hu.  As of September 30, 2010 $1,780,000 remained outstanding to AoHong Chemical from this transaction, which was accounted for as an intercompany transaction.  On December 9, 2010 we borrowed $1,780,000 from Glodenstone Development Limited, a British Virgin Islands company (“Glodenstone”), an unrelated third party, in order to allow us to pay the remaining portion of our obligation to contribute capital to AoHong Chemical as we negotiated the terms to sell our interest in AoHong Chemical to Glodenstone.  On December 10, 2010 we made the required payment to AoHong Chemical.  On December 23, 2010 we entered into a Membership Interest Sale Agreement with Glodenstone, Mr. Hu and Ms. Ye to sell our 56.08% membership interest in AoHong Chemical to Glodenstone for aggregate consideration of $3,508,340, payable by cancellation of our $1,780,000 debt to Glodenstone and Glodenstone’s issuance to us at closing of a promissory note in the principal amount of $1,728,340.  On June 9, 2011, our shareholders approved the sale of our 56.08% interest in AoHong Chemical. We recorded a provision for the loss on the disposal of our investment in AoHong Chemical in the amount of $3.5 million.

On June 30, 2011, we entered into a Share Exchange Agreement (the “Share Exchange”) to acquire all of the issued and outstanding capital stock of China Ziyang Technology Co., Limited, a Hong Kong company (“China Ziyang Technology”). China Ziyang Technology acquired 100% of the capital stock of Ziyang Ceramic Company Limited, a Chinese company (“Ziyang Ceramics”) on June 29, 2011 in exchange for payment to the former shareholders of Ziyang Ceramics of RMB 50,000,00 (approximately $7,632,000). Ziyang Ceramics is a manufacturer and distributer of porcelain tiles used for residential and commercial flooring and walling in the PRC. Under the terms of the Share Exchange, we exchanged 236,013,800 shares of our common stock (the “Pre-Reverse Split Shares”), representing approximately 54.0% of our issued and outstanding shares, and a Convertible Promissory Note in the principal amount of $14,739,932 which bears interest at the rate of 3% per annum and will automatically convert into 7,369,966 shares of our common stock, after giving effect to a then proposed 400 for 1 reverse stock split of our common stock (the “Post-Reverse Split Shares”), for 100% of the outstanding shares of China Ziyang Technology. Because we did not have a sufficient number of authorized shares at the time the transaction was completed to issue the full amount of shares required for the acquisition of China Ziyang Technology, we issued the convertible note which automatically converts into the Post Reverse Split Shares once the aforementioned reverse stock split becomes effective. On January 27, 2012, the above mentioned 400 for 1 reverse stock split became effective and the Convertible Promissory Note automatically converted into 7,369,966 shares of our common stock, which resulted in the former shareholders of Ziyang Ceramics owning 79.6% of our issued and outstanding common stock. As a result of the consummation of the Share Exchange, China Ziyang Technology and Ziyang Ceramics are now our wholly-owned subsidiaries. The transaction was accounted for as a reverse merger and recapitalization of China Ziyang Technology whereby China Ziyang Technology is considered the acquirer for accounting purposes. Effective as of June 30, 2011, our Board of Directors elected to change our fiscal year from September 30, to December 31, consistent with the fiscal year end of Ziyang Ceramics.

Our business is now conducted through our Ziyang Ceramics subsidiary, which manufactures and distributes porcelain tiles used for interior residential and commercial flooring and walls. Ziyang Ceramics was established in January 2006.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial reporting. The accompanying consolidated financial statements for the interim periods presented are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented. Certain financial statement amounts relating to prior periods have been reclassified to conform to the current period presentation.

These unaudited consolidated interim financial statements should be read in conjunction with the financial statements and footnotes for the year ended December 31, 2011 included in our Form 10-K as filed with the SEC. The results of operations and cash flows for the three months ended March 31, 2012 are not necessarily indicative of the results of operations or cash flows which may be reported for future periods or the full fiscal year.

 
- 4 -

 
ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
 
 
Foreign currency translation

Our functional currency is the Chinese Renminbi (“RMB”).  In accordance with Section 830-20-35 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), the financial statements were translated into United States dollars using balance sheet date rates of exchange for assets and liabilities, and average rates of exchange for the period for the income statements.  Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations.  Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in other comprehensive income or loss.

RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC, which are determined largely by supply and demand. Translation of amounts from RMB into United States dollars (“$”) was made at the following exchange rates for the respective periods:
 
As of March 31, 2012
RMB 6.3122 to $1.00
As of December 31, 2011
RMB 6.3523 to $1.00
   
Three months ended March 31, 2012
RMB 6.2976 to $1.00
Three months ended March 31, 2011
RMB 6.5713 to $1.00

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates include the estimated useful lives of property and equipment, the allowance for doubtful accounts and the fair value of embedded derivatives related to the outstanding warrants to purchase our common stock.  Actual results could differ from those estimates.

Cash and cash equivalents

We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash and equivalents. As of March 31, 2012, we held $9,210,965 of our cash and cash equivalents with commercial banking institutions in the People's Republic of China ("PRC"), and $699 with banks in the United States. In China, there is no equivalent federal deposit insurance as in the United States, so the amounts held in banks in China are not insured. We have not experienced any losses in such bank accounts through March 31, 2012.

Research and development

We invest in developing new and high-end products and improving production efficiency both through its internal research and development staff and in partnership with industry consultants from time to time. We developed a new product Pilates flooring tiles, an advanced type of polycrystalline powder porcelain tiles with mixed appearances of ceramic, porcelain, and stone textures.

In October 2011, we applied to register with State Administration for Industry and Commerce of China for our trademark Dameiyinghua that will cover our high-end series of porcelain tile products including interior porcelain wall tiles and Pilates flooring tiles. The registration process usually takes about one year to complete.
 
       In the third quarter of 2011, we submitted an application for the Patent of Utility Model State Intellectual Property Office of China for technical improvements to increase production efficiency that were developed by our research and development team. The application review, verification and approval process is expected to take approximately one year.

 For the three months ended March 31, 2012 and 2011, we recorded $32,393 and $0 of research and development expense, respectively.
 
Accounts receivable

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in general and administrative expense, if any.

 
- 5 -

 
ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
 
 
Outstanding account balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 2012 and December 31, 2011, bad debt allowance balances were zero. There is no bad debt expense during the three months ended March 31, 2012 and 2011.

Inventories

We value inventories, consisting of raw materials, supplementary materials, packaging materials and finished goods, at the lower of cost or market. Cost is determined on the weighted average cost method. We regularly review inventories on hand and, when necessary, records a provision for excess or obsolete inventories based primarily on the current selling price. The cost of raw materials which we mine consists of direct mining cost and cost related to shipment to our warehouse.

Prepaid expenses and other assets

Prepaid expenses and other assets consist of (i) advance to suppliers for merchandise that had not yet been shipped, and (ii) other receivables.

Property, plant and equipment

Property, plant and equipment are recorded at cost.  Expenditures for major additions and betterments are capitalized. Maintenance and repairs are expensed as incurred.  Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives.  Upon sale or retirement of property, plant and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.  Leasehold improvements, if any, are amortized on a straight-line basis over the lease period or the estimated useful life, whichever is shorter.  Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. Certain property, plant and equipment is pledged as collateral to secure loans to commercial banks.

Derivative liability

We evaluate our convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with FASB ASC Sections 810-10-05-4 and 815-40-25.  The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability.  In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Statement of Operations as other income or expense.  Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and the related fair value is reclassified to equity.  We perform a mark-to-market valuation on a quarterly basis using the Black-Scholes Option Pricing Model with gains and losses to be recognized in current earnings.

Impairment of long-lived assets

        Our long-lived assets, which include property, plant and equipment and prepaid rent under our land lease (intangible), are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We assess the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts.  Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.  We determined there were no impairments of long-lived assets as of March 31, 2012 and December 31, 2011.
 
Advance from customers

Advance from customers represent prepayments to us for merchandise that had not yet been shipped to customers.

Fair value of financial instruments

We adopted ASC Topic 820, “Fair Value Measurements”, for its financial instruments.  The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying amounts of our financial assets and liabilities, such as cash, accounts receivable, prepayments and other current assets, accounts payable, accrued expenses and other current liabilities, approximate their fair values because of the short maturity of these instruments.

 
- 6 -

 
ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
 
 
Revenue recognition

We follow U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 104 for revenue recognition.  Revenue is recognized when earned and is reported net of refunds.  

Income taxes

We account for income taxes in accordance with ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since 2008, the statutory income tax rate for all businesses in China has been 25%, although certain special tax treatment is granted by the tax authority. According to the tax special treatment policy to encourage more efficient utilization of natural resources established by the State Administration of Taxation of PRC in its 2009 Correspondence No. 185, and approved by the Administration of Taxation of Zhucheng City in Shangdong Province, where our operations are located, 10% of our income from sales of finished goods is exempt from income tax calculation.

Value added tax

Since we use recycled raw materials to manufacture its products, the State Administration of Taxation in the PRC has granted us VAT tax exemption on sales of finished goods. The tax exemption is subject to review and approval of the tax authority on an annual basis.

Comprehensive income (loss)

Comprehensive income (loss) consists of net income and foreign currency translation adjustments and is presented in the Consolidated Statements of Operations and Comprehensive Income.

Recently issued accounting pronouncements

In September 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment.  The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted. We do not expect the adoption of ASU 2011-08 to have a material impact on our consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. Under the amendments, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The presentation option under current GAAP to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity has been eliminated. The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted because compliance with amendments is already permitted. We already comply with this presentation.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, our management has not determined whether implementation of such proposed standards would be material to its consolidated financial statements.

 
- 7 -

 
ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
 
NOTE 3 – INVENTORIES

Inventories at March 31, 2012 and December 31, 2011 consist of the following:
 
   
March 31,
2012
   
December 31,
2011
 
Raw materials
 
$
646,520
   
$
722,352
 
Supplementary materials
   
71,591
     
286,997
 
Packing materials
   
31,981
     
59,524
 
Finished goods
   
2,160,192
     
1,575,830
 
     
2,910,284
     
2,644,703
 
Less: reserve for obsolete inventory
      -      
(15,578
)
   
$
2,910,284
   
$
2,629,125
 
 
NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at March 31, 2012 and December 31, 2011 consist of the following:

   
March 31,
2012
   
December 31,
2011
 
             
Advances to suppliers
 
$
81,234
   
$
-
 
Other receivables
   
194,858
     
214,977
 
   
$
276,092
   
$
214,977
 

NOTE 5 – LOAN RECEIVABLE

On October 29, 2010, Ziyang Ceramics loaned Zhucheng Public Hospital, an unrelated third party, RMB 20,000,000 ($3,130,625 at issuance date). This loan bears interest at the rate of 1% per month and is secured by its land use right, property and fixed assets. The interest is due every six months and the principal due on October 28, 2011. On October 31, 2011, the two parties entered into an agreement to renew the loan for another year, extending the due date to November 30, 2012.

NOTE 6 – NOTES RECEIVABLE

On June 9, 2011, our shareholders approved the sale of its 56.08% interest in its former subsidiary, AoHong Chemical, to Glodenstone. Following the June 9, 2011 shareholders’ meeting, we completed the sale of its 56.08% interest in AoHong Chemical to Glodenstone for $3,508,340 payable by Glodenstone’s forgiveness of the $1,780,000 debt we owed Glodenstone and the delivery to us of Glodenstone’s promissory note in the principal amount of $1,728,340. The promissory note bore interest at an annual rate of 5%, was due December 31, 2011 and was secured by Glodenstone’s 56.08% ownership interest in AoHong Chemical. We received the full payment from Glodenstone in early January 2012.

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, consists of the following:

 
Estimated Life
 
March 31,
2012
   
December 31,
2011
 
               
Plant and Buildings
10-25 Years
 
$
7,469,170
   
$
7,422,020
 
Auto
5 Years
   
356,096
     
353,848
 
Machinery and  Equipment
5 -10 Years
   
13,054,102
     
12,967,854
 
       
20,879,368
     
20,743,722
 
Less: Accumulated Depreciation
     
(5,096,447
)
   
(4,676,488
)
     
$
15,782,921
   
$
16,067,234
 

In August 2011, Ziyang Ceramics completed the construction and installation of a new production line for its new line of interior porcelain wall tiles, which resulted in a reclassification of $1,325,476 from construction in progress to plant and buildings, and $5,376,476 to machinery and equipment. The production on the new line commenced in August, 2011. As of March 31, 2012, we do not have any construction in progress.
 
- 8 -

 
ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
 
 
As of March 31, 2012 and December 31, 2011, the net book value of property, plant and equipment pledged as collateral for bank loans was $1,097,874, and $1,138,346, respectively. Refer to Note 10 – Loans Payable for details on the terms and covenants on these loans.

NOTE 8 – LONG TERM PREPAID EXPENSES

Long term prepaid expenses include prepaid rent of RMB 7,279,510 (approximately $1,126,335) for a parcel of land covering 1.8 million square feet that includes production facilities covering an area of approximately 775,000 square feet, an office building covering an area of 19,375 square feet and a dormitory and cafeteria covering an area of 22,600 square feet located at Xi Lv Biao Industrial Park, Longdu Street, Zhucheng City, Shangdong Province, China.  This parcel of land is leased by the Company from Zhucheng City, Lvbiao Town, West Lvbiao Village pursuant to the terms of a lease agreement dated January 30, 2006 which required a one-time payment of RMB 7,098,910 (approximately $1,096,610). The term of the lease begins on December 1, 2005 and expires on November 30, 2035.  The Company amortizes its prepaid rent over the term of the lease.

On November 1, 2010, Ziyang Ceramics entered into a lease agreement with the Zhucheng City Zupan Villager Committee for the use of a parcel of land covering an area of 1,462,457 square feet located in Zhucheng City, Huanghua Town, China. Under the terms of the lease agreement, Ziyang Ceramics made a one-time payment of RMB 12,228,000 (approximately $1,859,000). The term of the lease begins on November 1, 2010 and expires on October 31, 2060.  The Company amortizes its prepaid rent over the term of the lease.
 
At March 31, 2012 and December 31, 2011, long term prepaid expenses are as follows:

 
Useful Life
 
March 31,
2012
   
December 31,
2011
 
               
Prepaid rent - Lvbiao
30 Years
 
$
1,153,244
   
$
1,145,964
 
Prepaid rent - Huanghua
50 Years
   
1,937,202
     
1,924,973
 
       
3,090,446
     
3,070,937
 
Less: Accumulated Amortization
     
(295,147
)
   
(274,109
)
     
$
2,795,299
   
$
2,796,828
 

NOTE 9 – OTHER LONG TERM ASSETS

Other long term assets consists of mining rights that cover six mining areas all located in Zhucheng City of Shandong Province in China. We have obtained the right to mine these areas under the terms of mining right permits that permit us to extract specified quantities of white clay deposits on these properties. We use the extracted material as raw materials in the production of ceramic tiles we manufacture and sell. These mining right permits cover a period of 4 to 8 years which we treat as the useful life, with expiration dates varying from January 2013 to October 2019, with estimated extraction rights of approximately 20,738,716 tons of white clay raw material. We amortize the mining rights on a straight-line basis over the useful life of each individual mining right permit.

         Other long term assets consist of the following mining right permits:

 
Useful life
 
March 31,
2012
   
December 31,
2011
 
               
Wa Dian Shi Jia Lake Quarry
6 Years
 
$
61,151
   
$
60,765
 
Zhu Pan San Village Clay Quarry
6 Years
   
91,885
     
91,305
 
Wei Jin Zi Clay Quarry
5 Years
   
64,954
     
64,544
 
Meng Family Zhuang Zi Village Clay Quarry
4 Years
   
32,477
     
32,272
 
Zhu Pan San Village Clay Quarry II
8 Years
   
114,065
     
113,345
 
Pan Family Village Quarry
5 Years
   
54,181
     
53.839
 
       
418,713
     
416,070
 
Less: Accumulated Amortization
     
(203,316
)
   
(179,889
)
     
$
215,397
   
$
236,181
 
 

 
- 9 -

 
ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
 
NOTE 10 – LOANS PAYABLE

Loans payable consisted of the following:
 
    March 31,
 2012
    December 31,
 2011
 
To Agriculture Bank of China Zhucheng Branch, due on March 1, 2013. Interest payable monthly within 15% float against the bank’s benchmark interest rate.
  $ 1,584,234     $ -  
To Shengzhen development bank Chenyang Branch, due on March 25, 2013. Interest payable monthly within 15% float against the bank’s benchmark interest rate.
    1,425,810       -  
To Shandong Zhucheng Rural Cooperation ("SZRC") Bank, due on July 25, 2012.Interest payable monthly at an annual rate of 8.528%. Pledged by property, plant and equipment. See Note 7 for amount pledged.
    1,505,022       1,495,521  
To Shengzhen Development Bank Chenyang Branch, due on March 23, 2012. Interest payable monthly at an annual rate of 6.363%. Guaranteed by a third party: Zhucheng Chunguang Electron Co., Ltd
    -       1,416,810  
To Agriculture Bank of China Zhucheng Branch, due on March 8, 2012. Interest payable monthly at an annual rate of 6.741%. Guaranteed by a third party: Zhucheng Ruiyusheng Wool Textile Co., Ltd.
    -       1,574,233  
To Bank of Weifang, due on May 26, 2012. Interest payable monthly at an annual rate of 8.834%. Guaranteed by a third party: Zhucheng Guoxin Plastics Co., Ltd.
    1,108,964       1,101,963  
To SZRC Bank, due on November 10, 2012. Interest payable monthly at an annual rate of 6.560%. Guaranteed by related parties: Linbo Chi, president of the Company and Ping Wang, Chief Financial Officer of the Company;  and third parties: Shandong Hongguang Electric Power Padding Co., Ltd. and Zhucheng Car Repair Co., Ltd.
    237,635       236,135  
Total
    5,861,665       5,824,662  
Less: current portion
    (5,861,665 )     (5,588,527 )
Long-Term portion of Loans payable
  $ -     $ 236,135  

We are in compliance with the terms and covenants of the above loans as of March 31, 2012. We intend to renew the short term loan from Bank of Weifang due on May 26, 2012.

NOTE 11 – NOTES PAYABLE – RELATED PARTY

On July 1, 2011, we consolidated our notes payable to China Direct Investments, Inc., a Florida corporation and a wholly owned subsidiary of CD International Enterprises, Inc., a principal shareholder of our company, into one promissory note in the amount of $1,007,420, which is due on December 31, 2011, and bears interest rate of 4% per annum, payable on the due date of the note. We paid the amount in full in January 2012.

NOTE 12 – DUE TO RELATED PARTY

At March 31, 2012 and December 31, 2011, our related party payable to former Ziyang Ceramics shareholders and CD International Enterprises, Inc., our corporate management service provider and owner of approximately 16.8% of our common stock, was $0 and $559,325, respectively, comprised of the following:
 
   
March 31,
2012
   
December 31,
2011
 
Interest payable
 
$
-
   
$
20,149
 
Professional fees
   
-
     
39,176
 
Consulting fees
   
-
     
     500,000
 
  Due to Related Party
 
$
-
   
$
559,325
 
 
The interest payable of $20,149 reflects the accrued interest on the $1,007,420 of promissory notes due to China Direct Investments, Inc. --see Note 11 – Notes Payable – Related Party.

The professional fees represent legal, auditing, public and investor relations fees that have been paid by China Direct Investments, Inc. on our behalf.

The consulting fees are our obligation to pay CD International Enterprises, Inc. $500,000 as compensation for certain consulting services CD International Enterprises, Inc., provided to us that were completed on June 30, 2011.
 
- 10 -

 
ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
 

We paid the entire balance due to related party in January 2012.

NOTE 13 – OTHER PAYABLE

Other payable primarily consists of amounts due for construction services and goods related to the construction of our new porcelain wall tile production line and amounts payable to social security funds in accordance with Chinese laws and regulations.
 
   
March 31,
2012
   
December 31,
2011
 
Payables related to construction in progress
 
$
199,193
   
$
493,843
 
Social security payable
   
740,155
     
735,483
 
Other payable
   
32,927
     
-
 
Total
 
$
972,275
   
$
1,229,326
 

NOTE 14 – SHAREHOLDERS’ EQUITY

Common Stock and Additional Paid in Capital

On June 30, 2011, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) among us, China Ziyang Technology and its shareholder Best Alliance Worldwide Investments Limited (“BAW”) which owned 100% of the outstanding shares of Ziyang Ceramics.

Under the Share Exchange Agreement, we exchanged 590,035 shares of our common stock representing approximately 54.0% of our issued and outstanding shares and a Convertible Promissory Note in the principal amount of $14,739,932 which bore interest at the rate of 3% per annum and was automatically convertible into 7,369,966 shares of our common stock after giving effect to and upon completion of the  400 for 1 reverse stock split we planned to implement pursuant to the terms of the convertible note (the “Post-Reverse Split Shares”) for 100% of the outstanding shares of China Ziyang Technology. On September 30, 2011 we amended the Convertible Promissory Note issued to BAW to eliminate the requirement for payment of interest. The Pre-Reverse Split and Post-Reverse Split Shares when issued represented approximately 79.6% of our issued and outstanding common stock and is hereinafter referred to as the “Share Exchange”. As a result of the consummation of the Share Exchange, China Ziyang Technology and Ziyang Ceramics are now our wholly-owned subsidiaries.  

As discussed in Note 1, on June 13, 2011 we entered into a consulting agreement with China Direct Investments, Inc. and its affiliate, substantial shareholders of our company, whereby China Direct Investments, Inc. agreed to perform certain consulting services for us, including identifying and evaluating companies for possible acquisition, performance of due diligence, and coordination of legal accounting and SEC filings in connection with possible acquisition targets.  As compensation for China Direct Investments, Inc.’s services that were completed on June 30, 2011, we issued China Direct Investments, Inc. a convertible promissory note in the principal amount of $11,075,206 (the “China Direct Investments, Inc. Convertible Note”) and agreed to pay China Direct Investments, Inc. $500,000 in cash upon our receipt of the loan payment proceeds from Glodenstone Development Limited.  The China Direct Investments, Inc. Convertible Note bore interest at the rate of 3% per annum and was automatically convertible into 1,538,223 shares of our common stock, after giving effect to and upon completion of the 400 for 1 reverse stock split completed in January 2012. On September 30, 2011 we amended the China Direct Investments, Inc. Convertible Note to eliminate the requirement for payment of interest. Because the terms of the CD International Enterprises, Inc. Note were such that it could only be settled through the issuance of our common stock, we accounted for the note as an equity transaction and included it as additional paid in capital.

The 400 for 1 reverse stock split of our issued and outstanding common stock was effective on January 27, 2012. As a result, the Convertible Promissory Note issued to BAW and the China Direct Investments, Inc. Convertible Note were automatically converted to 7,369,966 and 1,538,223 shares of our common stock, respectively.

The Convertible Promissory Note issued to BAW and the China Direct Investments, Inc. Convertible Note were structured in the manner of a recapitalization such that the notes will be settled only in shares of our common stock. The terms of the promissory notes provided that, immediately following the date on which we shall have filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of Florida increasing the number of its authorized shares of Common Stock or upon completion of a reverse stock split so that there are a sufficient number of authorized shares of our common stock to permit a full conversion of the principal amount of these notes, all amounts will convert into shares of our Common Stock at the predetermined conversion price without any action of the holders. In addition, as the shareholders of BAW and Ziyang Ceramics are the same individuals, who became our controlling interest holders, approval from shareholders to increase authorized shares or to reverse split currently outstanding common stock is deemed within our control. Accordingly, the Convertible Promissory Notes were accounted for as additional paid in capital.

 
- 11 -

 
ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
 
Stock Options

Stock option activity for the three months ended March 31, 2012 is summarized as follows:

   
Number of
 Options
   
Weighted Average
 Exercise Price
 
Balance at December 31, 2011
   
20,625
   
$
36.00
 
Granted
   
-
     
-
 
Exercised
   
-
     
-
 
Forfeited
   
625
     
36.00
 
Balance at March 31, 2012
   
20,000
   
$
36.00
 

Common Stock Warrants

Between August and October, 2007 we sold units of our securities consisting of 119,267 shares of common stock and granted common stock purchase warrants to purchase 131,194 shares of common stock with a par value of $0.4 per share, exercisable at $48.00 per share. Under the terms of this subscription agreement, in the event we were to issue any shares of common stock or securities convertible into shares to any third party purchaser at a price less than the offering price, each purchaser has the right to apply the lowest such price. We noted the guidance provided under EITF Issue No. 07-5 “ Determining Whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock ,” effective for financial statements issued for fiscal years beginning after December 15, 2008 (including the succeeding content under ASC Section 815-40-15), and determined that such a feature, commonly known as a most favored nations provision, rendered these warrants not indexed to our own stock, which require the warrants to be recorded at fair value as a derivative liability 

At March 31, 2012, we had 20,875 warrants outstanding that were subject to the most favored nations’ provision and a related derivative liability of $25,021.  Our assumptions under the Black Scholes Option Pricing Model for the warrants valued at March 31, 2012 were as follows:

Expected life (years)
   
0.50
 
Risk free rate of interest
   
0.15
%
Volatility
   
349
%
Dividend yield
   
0
%

Stock warrant activity for the three months ended March 31, 2012 is summarized as follows:

   
Number of
Warrants
   
Weighted Average
 Exercise Price
 
Balance at December 31, 2010
   
136,939
   
$
32.00
 
Granted
   
-
     
-
 
Exercised
   
-
     
-
 
Expired
   
(495
)
   
32.00
 
Balance at December 31, 2011
   
136,444
   
$
32.00
 
Granted
   
-
     
-
 
Exercised
   
-
     
-
 
Expired
   
(5,250
   
32.00
 
Balance at March 31, 2012
   
131,194
   
$
32.00
 

NOTE 15 - EARNINGS PER SHARE

On January 27, 2012, our common stock effected a 400 to 1 reverse split. As a result of the reverse stock split, each 400 shares of our common stock issued and outstanding, or held as treasury shares, immediately prior to the effective date of the reverse stock split became one share of our common stock on the effective date of the reverse stock split. No fractional shares of common stock will be issued to any shareholder in connection with the reverse stock split and all fractional shares which might otherwise be issuable as a result of the reverse stock split will be rounded up to the nearest whole share.

Pursuant to ASC Section 260-10-45, basic income (loss) per common share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the company, subject to anti-dilution limitations.
 
- 12 -

 
ZIYANG CERAMICS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
 
 
   
For the Three Months Ended March 31,
   
2012
   
2011
 
             
Net income to common to stockholders
 
$
3,157,945
   
$
1,734,608
 
                 
Basic weighted average number of common shares outstanding
   
7,455,675
     
590,035
 
Stock Awards, Options, and Warrants
   
-
     
-
 
Dilutive weighted average common shares outstanding
   
7,455,675
     
590,035
 
Basic and Diluted Earnings Per Common Share:
               
Earnings per share - basic
 
$
0.42
   
$
2.94
 
                 
Earnings per share - diluted
 
$
0.42
   
$
2.94
 

At March 31, 2012 outstanding warrants to purchase common stock, which could have resulted in the issuance of 131,194 additional common shares were anti-dilutive as the exercise price of the warrants exceeded the average market price of our stock and, accordingly, has not been included in the earnings per share calculation for the first quarter of 2012. 

In conjunction with the Ziyang Ceramics reverse acquisition of June 30, 2011, we issued two convertible promissory notes to Ziyang Ceramics former shareholders and the consultant China Direct Investments on June 30, 2011, that are convertible into 7,369,966 shares and 1,538,223 shares of our common stock, respectively. Conversion was effective on January 27, 2012. As a result, these shares were included in the calculation of basic and diluted earnings per share.

NOTE 16 – STATUTORY RESERVE

Entities in China are generally required to make appropriations to reserve funds, comprising the statutory surplus reserve, statutory public welfare fund and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the People’s Republic of China (the “PRC GAAP”). Appropriation to the statutory surplus reserve should be 10% of the after tax net income determined in accordance with the PRC GAAP until the reserve equals 50% of the entity’s registered capital or members’ equity. Appropriations to the statutory public welfare fund are at a minimum of 5% of the after tax net income determined in accordance with PRC GAAP.  Commencing on January 1, 2006, the new PRC regulations waived the requirement for appropriating retained earnings to the welfare fund.

NOTE 17 – CONCENTRATIONS OF CREDIT RISK

(i) Credit risk

Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash and equivalents. As of March 31, 2012, substantially all of our cash and equivalents were held by major financial institutions located in the PRC, none of which are insured. However, we have not experienced losses on these accounts and management believes that we are not exposed to significant risks on such accounts.

(ii) Foreign currency risk

We cannot guarantee that the current exchange rate will remain steady, therefore there is a possibility that we could post the same amount of profit for two comparable periods and because of a fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RMB converted to U.S. dollars on that date.  The exchange rate could fluctuate depending on changes in the political and economic environments without notice.

NOTE 18 – COMMITMENTS AND CONTINGENCIES

On October 7, 2010, we entered into a guarantee agreement with the China Agriculture Bank Zhucheng Branch, under which we guaranteed repayment of a loan in the amount of RMB 15,000,000 (approximately $2,308,000) that the bank issued to Zhucheng Chunguang Electronics Co., a third party, for a term of two years. In the event that the borrower, Zhucheng Chunguang Electronics Co., defaults on the loan, we are liable to repay the full principal, accrued interest, penalty and/or related litigation expenses, if any.

 
- 13 -

 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the preceding unaudited consolidated financial statements and our Annual Report on Form 10-K for the year ended December 31, 2011.

Overview

We manufacture and distribute porcelain tiles used for interior residential and commercial flooring and walls. Ziyang Ceramics was established in January 2006. Since its inception, Ziyang Ceramics has expanded its operations to include two production lines with annual total production capacity of approximately 11 million square meters of porcelain flooring tiles in more than 50 different size and color combinations. We sell porcelain flooring tiles and wall tiles under the “Fuyunde”, “Luckway” and “GEF” brand names through a distribution network of approximately 165 distributors across 10 provinces concentrating on major second and third tier cities primarily in Eastern and Central China.

In August 2011, we launched the production of a newly built line of interior porcelain wall tiles with annual production capacity of approximately 80 million square feet. In third quarter of 2011, we also made an investment of approximately $90,000 to build a fully automated packaging line that has significantly improved our packaging efficiency and quality while reducing labor cost. In addition, we also invested approximately $125,000 to upgrade our warehouse logistics system which will substantially reduce labor cost and overhead expenses. We also own mining rights to extract white clay raw material which we use for our own production and sell to third parties.

Our operations are in the PRC and we are able to take advantage of certain tax benefits which improve our net income. Our sales of finished goods are exempt from a 17% value added tax and we are entitled to a deduction from income taxes in an amount equal to 10% of our revenues because we recycles gas and heat and uses certain types of raw materials in the manufacture of our products. Eligibility for these tax benefits is subject to review every two years with the next renewal date on January 1, 2013.
 
Our Overall Performance

           Our net revenues increased 52.5% for the quarter ended March 31, 2012 over the same period in 2011. Our operating income for the quarter ended March 31, 2012 increased 81.6%, compared with the same period in 2011.  Net income for the quarter ended March 31, 2012 increased 82.1%, compared with the same period in 2011.

Results of Operations

Net Revenues

The increase in our net revenues for the first quarter of 2012 is primarily due to $4.2 million revenue from our new line of interior porcelain wall tile which commenced production in August 2011, coupled with $1.1 million increase from higher sales volume of our higher priced premium polycrystalline porcelain tiles, partially offset by a decrease of $1.6 million in sales from lower end product of patterned polished porcelain tiles.

Excluding wall tile products launched in August 2011, our sales revenue from existing products decreased 4.4% as compared to the same period in 2011. The decrease was primarily due to a decrease of $1.6 million in sales from lower end product of patterned polished porcelain tiles, partially offset by an increase of $1.3 million from higher sales volume of our higher priced premium polycrystalline porcelain tiles and ultra bright polished porcelain tiles.

Cost of Sales

Cost of sales as a percentage of sales revenues decreased to 62.2% for the quarter ended March 31, 2012 from 64.7% in the same period of 2012. The decrease of cost of sales as a percentage of sales revenue was primarily due to our higher priced premium polycrystalline porcelain tiles discussed below in gross profit section.

Gross Profit

Gross profit in the first quarter of 2012 increased 63.3% compared with the same period in 2011. Gross margin for the first quarter of 2012 increased to 37.8% from 35.3% for the same period in 2011. The increase in gross margin was primarily due to our higher priced premium polycrystalline porcelain tiles with a gross margin of 41.2% as compared to 35.4% for the same period in 2011, as a result of an increase of 28.0% in sales price while unit cost increased by 17.0%.
 
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Operating Expenses:

Selling Expenses

Selling expenses in the first quarter of 2012 increased 5.1%, compared with the same period in 2011. As a percentage of sales revenue, selling expense decreased to 0.5% in the quarter ended March 31, 2012 as compared to 0.7% in the same period of 2011. The increase in the 2012 period was due primarily to expenses related to sales agency promotion for our higher priced premium polycrystalline porcelain tiles and interior porcelain wall tiles.
 
General and Administrative (G&A) Expenses

G&A expenses in the first quarter of 2012 decreased 12.7%, compared with the same period in 2011. As a percentage of sales revenue, G&A decreased to 3.6% in the first quarter of 2012 from 6.3% in the same quarter of 2011. The decrease for the 2012 period was due primarily to $0.2 million decrease in retirement insurance expense and real estate tax expense, partially offset by an increase of $0.1 million in employee welfare expenses.

Income Tax Expense

Our income tax expense in 2012 and 2011 reflects an effective tax rate of approximately 17%. The statutory rate in the PRC is 25%. As set forth above we are entitled to a deduction from income taxes in an amount equal to 10% of our revenues by recycling gas and heat and through our use of certain types of raw materials in manufacturing of our products. Eligibility for this tax benefit is subject to review every two years with the next renewal date on January 1, 2013.

Net Income

Net income in the first quarter of 2012 increased to $3.2 million, or 82.1%, compared to $1.7 million for the same period in 2011. The increase in net income for the quarter ended March 31, 2012 was the result of higher sales volume and revenues from our premium line of polycrystalline porcelain tiles, partially offset by higher production costs for manufacturing labor, raw materials and utilities, and operating expenses, as discussed above

Our Outlook

The demand for ceramic products, especially high-quality, multi-featured green products in the PRC continues to increase, driven by urbanization, growth of the second and third tier cities, rural housing renovation and government sponsored social welfare housing.  We believe this trend will continue in the foreseeable future.  In 2011, the Chinese ceramic industry has experienced significant product upgrading and branding campaigns driven by consumer demand for these products. In such market environment, our polycrystalline porcelain tiles, as premium or high-end flooring decorative products, have gained market traction at all levels of consumer's demand. At the same time, the Chinese government has implemented stricter policies on energy consumption and pollution control pressuring the ceramic tiles industry to seek environmental-friendly and low carbon operations.

We successfully upgraded our product offerings and improved operational efficiencies. In August 2011, our newly-built production line of interior porcelain wall tiles, the high-end wall decorative products, was launched into production. Our investment in the new production line of interior porcelain wall tile, which started operations in August of 2011, generated revenues of $4.2 million during the first quarter of 2012. We expect this new premium product series to continue to contribute to our expansion in market sales in the coming years.

In future years, we will continue to rely on our perceived competitive advantages over ownership of mineral resources, well-established distribution network and our good relationship with commercial banks in the PRC to expand and upgrade our product combinations to a mixture of high-end and intermediate offerings, and thus establish market recognition and acceptance of our high-end brands and premium products.
 
Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements.  As of March 31, 2012, we had cash on hand of $9.2 million, and our working capital was $6.1 million, compared with cash on hand of $5.9 million and working capital of $2.9 million at December 31, 2011.  

We expect that our cash on hand and cash flow from operations will be sufficient to sustain our operations and satisfy our obligations as they become due for at least the next twelve months.  However, the following trends are reasonably likely to require us to raise additional capital:

 
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-
An increase in working capital requirements to finance the overall growth of our company;
-
Capital expenditures for additional equipment to support increases to our production capacity;
-
The costs for recruitment and retention of additional management and personnel to support our operations and expansion plans; and
-
The additional costs, including legal accounting and consulting fees, of being a public company and the related compliance activities.

Notes receivable consisted of a $1.7 million promissory note payable by Glodenstone related to the sale of 56.08% interest in AoHong Chemical to Glodenston. We received the full payment from Glodenstone in early January 2012.

The loan receivable of $3.2 million at March 31, 2012 and $3.1 million at December 31, 2011 relates to a loan we made to Zhucheng Public Hospital, which is secured by its land use right, property and fixed assets. The interest on the loan is 12% per annum and principal balance, plus accrued and unpaid interest, was due on October 28, 2011. On October 31, 2011, the two parties entered into an agreement to renew the loan for another year, extending the due date to November 30, 2012.

Loans payable of $5.6 million at March 31, 2012 and December 31, 2011 consist of various short term loans and bank acceptance bills with financial institutions in the PRC.  The proceeds from these loans were generally used for working capital purposes and to expand our porcelain tile production capacity. Depending on availability of cash on hand, we expect to pay the loans back or renew the outstanding loans when they become due.

Notes payable – related party consist of promissory notes payable to Chine Direct Investments, Inc. On July 1, 2011, we consolidated our notes payable to China Direct Investments, Inc., a Florida corporation and a wholly owned subsidiary of CD International Enterprises, Inc., a principal shareholder of our company, into one promissory note in the amount of $1,007,420, which is due on December 31, 2011, and bears interest rate of 4% per annum, payable on the due date of the note. We paid the amount in full in January 2012.

Due to related party of $0.6 million at December 31, 2011 comprised consulting service fees we owed to China Direct Investment, Inc. and accrued interest related to a promissory note payable to China Direct Investments, Inc. We paid this amount in full in January 2012.

         Other payable primarily consists of amounts due for construction services and goods related to the construction of our interior porcelain wall tile production line and amounts payable to social security funds in accordance with the Chinese laws and regulations.

Cash Flow Analysis

NET CASH FLOW FROM OPERATING ACTIVITIES:

For the quarter ended March 31, 2012, cash provided by operating activities was $5.2 million compared to $2.0 million for the same period in 2011. The increase is due primarily to $3.2 million net income and favorable changes in our working capital accounts primarily related to a collection of $1.7 million Glodenstone note receivable.

NET CASH FLOW FROM INVESTING ACTIVITIES:

Net cash used in investing activities consists solely of expenditures for property, plant, and equipment and were $0.3 million for the quarter ended March 31, 2012, compared to $0.1 million for the same period in 2011.  The increase was due primarily to the cash payment related to purchase and installation of a new production line to expand our production of interior porcelain wall tiles

NET CASH FLOW FROM FINANCING ACTIVITIES:

Net cash used in financing activities was $1.5 million for the quarter ended March 31, 2012, compared to $0.8 million for the same period in 2011 and reflects the repayment of note payable – related party during the 2012 period.  

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that we are required to disclose.  In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with U.S. GAAP.


 
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CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in note 2 to our financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.

Revenue recognition

Revenues for product sales are recognized when all four of the following criteria are met:

 
persuasive evidence of an arrangement exists;
 
delivery of the products has occurred and risks and rewards of ownership have passed to the customer;

 
the selling price is both fixed and determinable; and
 
collectability is reasonably assured. For any advance payments from customers, revenues are deferred until such a time when all the four criteria mentioned above are fully met.

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 revenue and expenses during the reporting period. Actual results when ultimately realized could differ from those estimates.

            Fair Value of Financial Instruments

We follow ASC 820, “Fair Value Measurements and Disclosures.” Those provisions relate to our financial assets and liabilities carried at fair value and our fair value disclosures related to financial assets and liabilities. ASC 820 defines fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs to fair value measurements - Level 1, meaning the use of quoted prices for identical instruments in active markets; Level 2, meaning the use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; and Level 3, meaning the use of unobservable inputs. Observable market data should be used when available.
 
Impairment of long-lived assets

In accordance with ASC 360-10 , “Impairment or Disposal of Long-Lived Assets”, we periodically review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the estimated fair value and the book value of the underlying asset. We did not record any impairment charges during the three month periods ended March 30, 2012 and 2011, respectively.

Acquisitions

We account for acquisitions using the acquisition method of accounting in accordance with ASC 805 Business Combinations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for a smaller reporting company.
 

 
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ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (CEO), and our Chief Financial Officer (CFO), to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2012.

Based on this evaluation we concluded that as of March 31, 2012 our disclosure controls and procedures were not effective such that the information relating to our company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in our internal control over financial reporting previously identified in our Annual Report on Form 10-K for the year ended December 31, 2011.


Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with our evaluation that occurred during our first quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None.
 
ITEM 1A.  RISK FACTORS.
 
Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors” in our 2011 Annual Report on Form 10-K.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On January 27, 2012 we issued an aggregate of 8,908,189 shares of our common stock upon automatic conversion of two convertible promissory notes in the aggregate principal amount of $25,815,138 issued by us in furtherance of the June 30, 2011 share exchange agreement pursuant to which we acquired China Ziyang. The recipients were accredited investors and the issuances were exempt from registration under the Securities Act of 1933, as amended, in reliance on an exemption provide by Section 3(a)(9) of that act.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE SAFETY DISCLOSURE

We do not own or operating any mines within the U.S. and are therefore not subject to the Mine Safety & Health Act of 1977.

ITEM 5.  OTHER INFORMATION.
 
None.

ITEM 6.  EXHIBITS.
 
Exhibit No.
 
Description of Exhibit
 
10.38
*
 Loan Agreement due March 1, 2013 from Zhucheng Ziyang Ceramic Co., Ltd. to Agriculture Bank of China Zhucheng Branch
 
10.39
*
Loan Agreement dated March 26, 2012 from Zhucheng Ziyang Ceramic Co., Ltd. to Shengzhen Development Bank Qingdao Branch
 
31.1
*
Section 302 Certificate of Chief Executive Officer.
 
31.2
*
Section 302 Certificate of Chief Financial Officer.
 
32.1
*
Section 906 Certificate of Chief Executive Officer and Chief Financial Officer.
 
101.INS
**
XBRL INSTANCE DOCUMENT
 
101.SCH
**
XBRL TAXONOMY EXTENSION SCHEMA
 
101.CAL
**
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
 
101.DEF
**
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
 
101.LAB
**
XBRL TAXONOMY EXTENSION LABEL LINKBASE
 
101.PRE
**
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
 
 
*
 
Filed herewith.
 
**
 
In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.



 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
Ziyang Ceramics Corporation
Date:  May 14, 2012
By: /s/ Lingbo Chi
 
Lingbo Chi,
Chief Executive Officer (principal executive officer)
   
Date:  May 14, 2012
By: /s/ Ping Wang
 
Ping Wang, Chief Financial Officer
(principal financial and accounting officer)


 
- 20 -

 

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