Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K-A/1
CURRENT
REPORT
PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported) December 24, 2009
ANV
SECURITY GROUP, INC.
(Exact
name of Registrant as specified in its charter)
Nevada
|
000-53802
|
13-3089537
|
(State or other jurisdiction
|
(Commission File number)
|
(IRS Employer
|
of
incorporation or organization)
|
|
Identification
No.)
|
2nd
Floor, Tower B, Jiada R&D Building, No 5, Songpingshan Road, Shenzen, China
518057
(Address
of principal executive offices) (Zip Code)
0086-755-86656426
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Address If Changed since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation for the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITVE AGREEMENT.
On
January 19, 2010, ANV Security Group, Inc. (the “Company”) entered into an
agreement (the “Flybit Agreement”) to acquire all of the issued and outstanding
stock of Flybit International, Ltd., a Hong Kong corporation (“Flybit”), from
its sole owner Zhaohui Zeng for three million shares
of the Company’s common stock and $720,000 in cash. The closing under the Flybit
Agreement originally was to be held on February 1, 2010. However, due
to the requirements for certain government approvals, the closing could not be
held until June 1, 2010.
On
December 24, 2009, the Company entered into an agreement (the “Angesi
Agreement”) with the shareholders of Shenzhen Angesi Technology Co., Ltd
(“Angesi”) to acquire Angesi and its nine affiliated entities for 32 million
shares of common stock. Angesi and its affiliates are in the business
of developing, manufacturing and marketing video cameras throughout China. Based
on unaudited financial information available to management, Angesi had revenue
of $4,725,807 with a net profit of $26,873 in 2009. The closing of
the acquisition of Angesi has been delayed and not yet occurred. We
believe that the closing will occur during calendar year 2010.
The
purchase price under each agreement is subject to adjustment, and each agreement
could be cancelled based on the result of an audit of the target
company.
The
foregoing does not constitute a full statement of the terms of the Flybit
Agreement or the Angesi Agreement, English translations of both of were filed as
exhibits to this report. Reference is made to such exhibits for a full
description of the rights and obligations of the parties under those
agreements. The reader should be aware that discrepancy between the
English translation and the actual contract in Chinese will be resolved in favor
of the contract in Chinese.
Overview
of Flybit
Incorporated
in August, 2008, Flybit started its business as the certified design partner of
mobile surveillance solutions to a major Japanese electronics company. By the
end of May, 2010, Flybit had more than 20 design engineers with average of 6
years of hands-on experience in the mobile surveillance industry, and 2 approved
Chinese technology patents. Its business has expanded from ODM product lines to
self-designed product lines as well, and Flybit now has more than 20 customers
worldwide.
Mr.
Jonathan Zeng, the founder of Flybit, is an industry veteran with more than 15
years of operational experience in the video surveillance, IT, and
telecommunications fields. Before founding Flybit, Mr. Zeng served in
several senior management roles in Hisilicon Technologies Inc., and successfully
helped to create its video surveillance business division which grew to be the
top surveillance chip vendor in the world. From 2000 to 2005, Mr. Zeng held
management positions at STMicroelectronics, with the responsibilities in
engineering, operations, marketing and sales, as he oversaw product lines with
$500 million in revenue. Mr. Zeng received his B.E. from Tsinghua University in
Beijing, China, and M.A.Sc. from the University of British Columbia in
Vancouver, Canada.
Other
Key Flybit Employees
Cheng
Shiming, principal hardware engineer, holds a B.E., has11 years design
experience in consumer electronics, video surveillance, worked in Tsinghua Tong
Fang, Shenzhen Streaming Technolgoies, and Flybit International Ltd, holder of 4
patents.
Chen
Shibin, software engineer manager, holds a B.E, has 10 years design experience
on embedded software in video surveillance, worked in Streaming Technologies and
Flybit International Ltd, the holder of 3 patents.
Huang
Jia, principal software engineer, holds a B.E., has 11 years design experience
in video surveillance management software platform, worked in Cheng Lang
Technologies and Flybit International Ltd.
Flybit
Principal Products and Intellectual Property
Flybit
designs mobile digital video recorder (DVR) devices and central management
software (CMS) platforms for mobile surveillance applications. Three types of
self-designed product series have been marketed. FB6000/7000 –
multi-channel mobile DVR with SD card or hard drive support, targeted at vehicle
users; and FB5000 – single channel mobile DVR, targeted at personal
users;
As a
design company with leading edge technology at video surveillance field,
Flybit’s key technical competencies can be stated from the following
perspectives:
1.
|
One
of the few mobile surveillance solution providers in the world with the
capability of:
|
|
n
|
supporting
all three type of 3G wireless transmission standards: WCDMA, TD-SCDMA,
CDMA2000. Its technology and products have been adopted by China Mobile,
China Telecom, China Unicom;
|
|
n
|
providing
a complete system solution, including both mobile DVR equipment for the
end user and central management software for
operator,
|
2.
|
Patent
protected technology:
|
|
n
|
Patent
No. 200920287185.3 (granted): “A control mechanism applied for mobile DVR
device”. It covers the communication and control mechanism between a smart
phone and mobile DVR device, and management anticipates substantial market
growth due to increasing penetration rate of smart phones over
time.
|
|
n
|
Patent
No. 200920287184.9 (granted): “The mechanism to protect in-vehicle
electronic device in the case of exceptional power failure”. It improves
the reliability of system, and keeps data integrity for the mobile DVR
device.
|
3.
|
The
state-of-the-art design contributes to the extreme low power consumption
and a very compact device. The overall design capability and the product
quality control capability have been qualified in Japan - one of the
markets with the strictest requirements in the world. Flybit has been
chosen by a Japanese electronic giant as the sole ODM partner. We intend
to greatly expand Flybit’s operations using ANV’s available
cash. Mr. Zheng has been made the COO of our Flybit
subsidiary.
|
ITEM 9.
FINANCIAL STATEMENTS AND EXHIBITS.
|
(a)
|
Financial
Statements of Business Acquired
Included
herein.
|
|
(b)
|
Pro-Forma
Financial Information
Included
herein.
|
FLYBIT INTERNATIONAL
LIMITED
Audited Financial
Statements
May 31, 2010, December 31,
2009 and 2008
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
|
Balance
Sheets
|
F-2
|
|
|
Statements
of Operations
|
F-3
|
|
|
Statements
of Cash Flows
|
F-4
|
|
|
Statement
of Changes in Stockholders’ Equity (Deficit)
|
F-5
|
|
|
Notes
to Financial Statements
|
F-6
|
Stan J.H.
Lee, CPA
2160
North Central Rd Suite 203 t Fort
Lee t NJ
07024
P.O. Box
436402t San
Ysidrot CA
92143-9402
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors and Stockholders of
Flybit
International Ltd.
We have
audited the accompanying balance sheets of Flybit International Ltd. (the
“Company”) as of May 31, 2010, December 31, 2009 and 2008 and the related
statements of operation, changes in shareholders’ equity (deficit) and cash
flows for the 5-months and fiscal years respectively ended. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Flybit International Ltd. as of May
31, 2010, December 31, 2009 and 2008 , and the results of its operation and its
cash flows for the periods aforementioned in conformity with U.S. generally
accepted accounting principles.
The
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in the notes to the financial
statements, the Company’s lack of revenue activities and losses from
operations raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/ Stan
J.H. Lee, CPA
______________________
Stan J.H.
Lee, CPA
Fort Lee,
NJ 07024
July 23,
2010
FLYBIT
INTERNATIONAL LTD
BALANCE
SHEETS
|
|
As
of May 31,
|
|
|
As
of Dec. 31,
|
|
|
As
of Dec. 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
USD
|
|
|
USD
|
|
|
USD
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
16,798 |
|
|
$ |
525 |
|
|
$ |
1,728 |
|
Accounts
receivable, net
|
|
|
692 |
|
|
|
|
|
|
|
|
|
Inventory
|
|
|
60,017 |
|
|
|
99,404 |
|
|
|
8,373 |
|
Prepayments
and other receivables
|
|
|
|
|
|
|
4,630 |
|
|
|
|
|
Total
current assets
|
|
|
77,507 |
|
|
|
104,559 |
|
|
|
10,101 |
|
Long-term
investment
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant
and equipment, net
|
|
|
6,051 |
|
|
|
7,730 |
|
|
|
7,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
83,558 |
|
|
$ |
112,289 |
|
|
$ |
17,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Advance
from customer and other payable
|
|
$ |
22,219 |
|
|
$ |
1,465 |
|
|
$ |
-0- |
|
Due
to shareholder
|
|
|
125,675 |
|
|
|
108,850 |
|
|
|
59,979 |
|
Total
current liabilities
|
|
|
147,894 |
|
|
|
110,315 |
|
|
|
59,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liability
|
|
|
147,894 |
|
|
|
110,315 |
|
|
|
59,979 |
|
Commitments
and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered
capital
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
earnings
|
|
|
-64,347 |
|
|
|
2,098 |
|
|
|
-42,135 |
|
Cumulative
translation adjustment
|
|
|
-11 |
|
|
|
-124 |
|
|
|
-138 |
|
Total
shareholders’ equity
|
|
|
-64,336 |
|
|
|
1,974 |
|
|
|
-42,273 |
|
Total
liabilities and shareholders’ equity
|
|
$ |
83,558 |
|
|
$ |
112,289 |
|
|
$ |
17,706 |
|
Notes to
Financial Statements
FLYBIT
INTERNATIONAL LTD
STATEMENT
OF OPERATIONS
|
|
Period
Ended May 31, 2010
|
|
|
Year
Ended Dec 31, 2009
|
|
|
Year
Ended Dec 31, 2008
|
|
|
|
USD
|
|
|
USD
|
|
|
USD
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
93,728 |
|
|
$ |
292,574 |
|
|
$ |
1,665 |
|
Cost
of sales
|
|
|
-95,542 |
|
|
|
-123,070 |
|
|
|
-18,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
-1,814 |
|
|
|
169,504 |
|
|
|
-16,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
expenses
|
|
|
-64,631 |
|
|
|
-125,271 |
|
|
|
-25,288 |
|
Total
operating expenses
|
|
|
-64,631 |
|
|
|
-125,271 |
|
|
|
-25,288 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
-66,445 |
|
|
|
44,233 |
|
|
|
-42,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income tax benefit/(expense)
|
|
|
-66,445 |
|
|
|
44,233 |
|
|
|
-42,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income
tax benefit/(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
-66,445 |
|
|
$ |
44,233 |
|
|
$ |
-42,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation gain
|
|
|
135 |
|
|
|
14 |
|
|
|
-138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
|
|
$ |
-66,310 |
|
|
$ |
44,247 |
|
|
$ |
-42,273 |
|
Notes to
Financial Statements
FLYBIT
INTERNATIONAL LTD
STATEMENT
OF CASH FLOWS
|
|
Period
Ended May 31, 2010
|
|
|
Year
Ended Dec 31, 2009
|
|
|
Year
Ended Dec 31, 2008
|
|
|
|
USD
|
|
|
USD
|
|
|
USD
|
|
Cash
flow from operating activities
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
-66,445 |
|
|
$ |
44,233 |
|
|
$ |
-42,135 |
|
Adjustments to reconcile net
income to net cash (used in)/provided by operating
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
- Depreciation of
property, plant and equipment
|
|
|
1,649 |
|
|
|
3,403 |
|
|
|
765 |
|
Changes
in operating liabilities and assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
- Accounts
receivable
|
|
|
-692 |
|
|
|
|
|
|
|
|
|
-
Inventories
|
|
|
39,387 |
|
|
|
-91,031 |
|
|
|
-8,373 |
|
- Prepaid expenses and other
current assets
|
|
|
4,630 |
|
|
|
-4,630 |
|
|
|
|
|
- Accrued expenses and
other payables
|
|
|
20,754 |
|
|
|
1,465 |
|
|
|
|
|
- Amounts due to
related parties
|
|
|
16,825 |
|
|
|
48,871 |
|
|
|
59,979 |
|
Net cash provided by operating
activities
|
|
|
16,108 |
|
|
|
2,311 |
|
|
|
10,236 |
|
Cash flow from investing
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of property, plant and
equipment
|
|
|
|
|
|
|
-3,528 |
|
|
|
-8,370 |
|
Net cash used in investing
activities
|
|
|
|
|
|
|
-3,528 |
|
|
|
-8,370 |
|
Effect of foreign exchange rate
changes
|
|
|
165 |
|
|
|
14 |
|
|
|
-138 |
|
Net increase in
cash
|
|
|
16,273 |
|
|
|
-1,203 |
|
|
|
1,728 |
|
Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
At beginning of
period/year
|
|
|
525 |
|
|
|
1,728 |
|
|
|
- |
|
At end of
year
|
|
$ |
16,798 |
|
|
$ |
525 |
|
|
$ |
1,728 |
|
Supplemental disclosure of cash
flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period/year
for
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to
Financial Statements
FLYBIT
INTERNATIONAL LTD
STATEMENTS
OF CHANGES IN SHAREHOLDERS’ EQUITY
|
Share
Premium
|
Capital
reserve
|
Statutory
Reserve
|
|
Accumulated
other comprehensive income
|
|
|
Retained
earnings
|
|
|
Total
shareholders' equity
|
|
|
USD
|
USD
|
USD
|
|
USD
|
|
|
USD
|
|
|
USD
|
|
Balance
as of December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
|
|
|
|
|
$ |
-42,135 |
|
|
$ |
-42,135 |
|
Foreign
currency translation adjustment
|
|
|
|
|
|
-138 |
|
|
|
|
|
|
|
-138 |
|
Balance
as of December 31, 2008
|
|
|
|
|
|
-138 |
|
|
|
-42,135 |
|
|
|
-42,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in
Capital by shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
|
|
|
|
|
|
|
44,233 |
|
|
|
44,233 |
|
Foreign
currency translation adjustment
|
|
|
|
|
|
14 |
|
|
|
|
|
|
14 |
|
Balance
as of December 31, 2009
|
|
|
|
|
|
-124 |
|
|
|
2,098 |
|
|
|
1,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in
Capital by shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
|
|
|
|
|
|
|
-66,445 |
|
|
|
-66,445 |
|
Foreign
currency translation adjustment
|
|
|
|
|
|
135 |
|
|
|
|
|
|
135 |
|
Balance
as of May 31, 2010
|
|
|
|
|
$ |
11 |
|
|
$ |
-64,347 |
|
|
$ |
-64,336 |
|
Notes to
Financial Statements
FLYBIT
INTERNATIONAL LTD.
NOTES
TO THE FINANCIAL STATEMENTS
May 31, 2010, December 31,
2009 and 2008
Note
1) Principal Activities and Organization
Flybit
International Limited (the “Company”) was incorporated under the laws of the
Hong Kong Special Administrative Region on 15 August, 2008. The company is
primarily engaged in surveillance system solution studying and aiming to be a
top R&D oriented manufacture in the world
Flybit
designs mobile digital video recorder (DVR) device and central management
software (CMS) platform for mobile surveillance applications. Three type of
self-designed product series has been launched at market. FB6000/7000 –
multi-channel mobile DVR with SD card or hard disk support, targeting at
vehicles users; FB5000 – single channel mobile DVR, targeting at personal
user;
As an
design company with leading edge technology at video surveillance field, its key
technical competence can be addressed from the following
perspectives:
1.
|
One
of the few mobile surveillance solution providers in the world with the
capability of
|
n
|
supporting
all three type of 3G wireless transmission standards: WCDMA, TD-SCDMA,
CDMA2000. Its technology and product have been adopted by China Mobile,
China Telecom, China Unicom;
|
n
|
providing
the completed system solution, including both mobile DVR equipment for end
user and central management software for
operator,
|
2.
|
Patent
protected technology:
|
n
|
Patent
No. 200920287185.3 (approved): “A control mechanism applied for mobile DVR
device”. It covers the communication and control mechanism between smart
phone and mobile DVR device, and expected to grow fast amid the higher
penetration rate of smart mobile phone with the
time.
|
n
|
Patent
No. 200920287184.9 (approved): “The mechanism to protect in-vehicle
electronic device in the case of exceptional power failure”. It improves
the reliability of system, and keep data integrity for mobile DVR
device.
|
3.
|
The
state-of-the-art design contributes to the extreme low power consumption
and the most compact device. The overall design capability and the product
quality control capability have been qualified in Japan - one of the
market with the strictest requirement in the world. The company is chosen
by a Japanese electronic giant as the sole ODM
partner.
|
Incorporated
in August, 2008, Flybit International Limited ( “Flybit”) started its
business as the certified design partner of mobile surveillance solution to a
Japanese electronic giant company. By the end of May, 2010, Flybit
has more than 20 skilled design engineers with average of 6 years of hands-on
experience at mobile surveillance industry, and 2 approved technology patents.
Its business has expanded from ODM product line to self-designed product line as
well, and won more than 20 customers worldwide.
Mr. Jonathan Zeng, the founder of
Flybit, is an industry veteran with more than 15 years of operational experience
in the video surveillance, IT, and telecommunications
fields.
Before
founding Flybit, Mr. Zeng has served as several senior management roles in
Hisilicon Technologies Inc., and successfully helped to create video
surveillance business division and grow it as the top surveillance chip vendor
in the world. From 2000 to 2005, Mr. Zeng held management positions at
STMicroelectronics, with the involvement of engineering, operation, marketing
and sales, overseeing the product lines with 500 million dollar revenue. Mr. Zeng received his B.E. from Tsinghua
University in Beijing, China, and M.A.Sc. from University of British Columbia in Vancouver,
Canada.
Note
2) Basis of Presentation
These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States of America (“US
GAAP”). The company maintains its books and accounting records in Hong Kong
Dollar (“HKD”), and its reporting currency is United States dollars. The
Company’s fiscal year-end is December 31.
Note
3) Summary of Significant Accounting Policies and Practices
(a)
Use of estimate
The
preparation of financial statements in conformity with US GAAP 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.
The more
significant financial statement items requiring the use of management estimates
and assumptions relate to: (i) estimates used in valuing property to net
realizable value, reserves for contingencies equipment and intangible assets,
(ii) uncollectible accounts receivable, (iii) obsolete and/or damaged
inventory.
Management
makes these estimates using the best information available at the time the
estimates are made; however actual results could differ from those
estimates.
(b) Cash and Cash
Equivalents
The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.
(
c ) Accounts receivable
Accounts
receivable are recorded at the contract amount after deduction of trade
discounts, allowances, if any, and do not bear interest. The allowance for
doubtful accounts is the Company’s best estimate of the amount of probable
credit losses in the Company’s existing accounts receivable. The Company
determines the allowance based on historical write-off experience, customer
specific facts and economic conditions.
The
Company reviews its allowance for doubtful accounts monthly. Past due balances
over 1 year and over a specified amount are reviewed individually for
collectability. All other balances are reviewed on a pooled basis by aging of
such balances. Account balances are charged off against the allowance after all
means of collection have been exhausted and the potential for recovery is
considered remote. The Company does not have any off-balance-sheet credit
exposure related to its customers.
(d)
Inventories
Inventories
are stated at the lower of cost or market value. Cost is determined using moving
weighted average method. Cost of finished goods comprises direct material,
direct production cost and an allocated portion of production overheads based on
normal operating capacity.
(e)
Investments
For
trading securities, the measurement of fair value and earning/loss would be
based on the market price of closing price of the balance sheet date (or the
closest trading date prior the balance sheet date ) when Securities were trading
in the market.
The
instruments, which held by the Company, represented less than 20% of external
companies’ equity and without significant influence, its fair value and
investment earning/loss would be measured via cost method on benchmark
basis.
For
Investments instruments held by the Company, which represents 20%-50% ownership,
and the Company had significant influence on the debtors. The fair value of
investment earning/loss would be fairly measured via equity-method. According to
the equity-method, after the investment was measured as initial investment cost,
adjusting the book value of the investment through the change of the portion of
the investor has in the owner’s equity of the investee to calculate the gains or
losses. The amount of gains or losses includes other investment
income.
No investment was held as of the respective dates of financial
statements.
(f)
Property, Plant and Equipment
Property,
plant and equipment are stated at cost less accumulated depreciation and
impairment.
Depreciation
on property, plant and equipment is calculated on the straight-line method after
taking into account their respective estimated residual values over the
estimated useful lives of the assets as follows:
Furniture
and office equipment
|
3
years
|
Maintenance
and repair costs are expensed as incurred, whereas significant renewals and
betterments are capitalized.
Construction
in progress represented capital expenditure in respect of machine tool
production line. The incurred interests costs are recorded into the project
until construction in progress are ready for use. No depreciation is provided in
respect of construction in progress. No construction in progress was held as of respective dates of financial
statements.
(g)
Intangible Assets
Intangible
assets are carried at cost and charged to expense on a straight-line basis over
the useful life.
No intangible asset was held as of respective dates of financial
statements.
(h)
Accounting for long-lived assets impairment
Long-lived
assets held and used by the Company are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of assets may not
be recoverable. It is reasonably possible that these assets could become
impaired as a result of technology or other industry changes. Determination of
recoverability of assets to be held and used is determined by comparing the
carrying amount of an asset to future undiscounted cash flows to be generated by
the assets. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed of are reported at
the lower of the carrying amount or fair value less costs to sell.
(i)
Revenue Recognition
The
Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”)
No. 104. All of the following criteria must exist in order for the Company to
recognize revenue: (1) persuasive evidence of an arrangement exists;
(2) delivery has occurred or services have been rendered; (3) the
seller’s price to the buyer is fixed or determinable; and (4) collectability is
reasonably assured.
The
Company sells its products pursuant to sales contracts entered into with its
customers. Revenue for all products is recognized when title and risk of loss
pass to the customer and when collectability is reasonably assured. The passing
of title and risk of loss to the customer is based on the terms of the sales
contract, generally upon delivery and acceptance of product by the
customer.
(j) Foreign
Currency Translation
The
functional currency of the Company is the RMB and the RMB is not freely
convertible into foreign currencies. The Company maintains its financial
statements in the functional currency. Monetary assets and
liabilities denominated in currencies other than the functional currency are
translated into the functional currency at rates of exchange prevailing at the
balance sheet date. Transactions denominated
in currencies other than the functional currency are translated into the
functional currency at the exchange rates prevailing at the dates of the
transactions. Exchange gains or losses arising from foreign currency
transactions are included in the determination of net income for the respective
periods.
For
financial reporting purposes, the financial statements of the Company, which are
prepared using the functional currency, have been translated into United States
dollars. Assets and liabilities are translated at exchange rates at the balance
sheet date, revenue and expenses are translated at the average exchange rates
for the period, and members’ equity is translated at historical exchange rates.
Translation adjustments are included in accumulated other comprehensive
income, a component of members’ equity. The exchange rates applied are as
follows:
|
May
31, 2010
|
|
December
31, 2009
|
|
|
December
31, 2008
|
Year
end RMB exchange rate
|
7.7893
|
|
7.7551
|
|
|
7.7499
|
Average
RMB exchange rate – year ended
|
7.7722
|
|
7.7525
|
|
|
7.7753
|
No
representation is made that the RMB amounts could have been, or could be,
converted into United States dollars at the rates used in
translation.
(k)
Accumulated Other Comprehensive Income
Accumulated
other comprehensive income represents the change in equity of the Company during
the periods presented from foreign currency translation
adjustments.
(l)
Taxation
Taxation
represents current tax expense. The taxation payable represents the amounts
expected to be paid to the taxation authority, using the tax rates (and tax
laws) that have been enacted or substantively enacted by the balance sheet
date.
Deferred
tax is not recognized and provided as of respective dates of financial
statements.
A
contingent liability is a possible obligation that arises from past events and
whose existence will only be confirmed by the occurrence or non-occurrence of
one or more uncertain future events not wholly within the control of the
Company. It can also be a present obligation arising from past events that is
not recognized because it is not probable that the Company will incur a
liability or obligations as a result. A contingent liability, which might occur
but is not probable, is not recorded but is disclosed in the notes to the
financial statements. The Company will recognize a liability or obligation when
it is probable that the Company will incur it.
A
contingent asset is an asset, which could possibly arise from past events and
whose existence will be confirmed only by the occurrence or non-occurrence of
one or more uncertain events not wholly within the control of the Company.
Contingent assets are not recorded but are disclosed in the notes to the
financial statements when it is likely that the Company will recognize an
economic benefit. When the benefit is virtually certain, the asset is
recognized.
(n)
Fair Value of Financial Instruments
SFAS No.
107, “Disclosures about Fair Values of Financial Instruments”, requires
disclosing fair value to the extent practicable for financial instruments that
are recognized or unrecognized in the balance sheet. The fair value of the
financial instruments disclosed herein is not necessarily representative of the
amount that could be realized or settled, nor does the fair value amount
consider the tax consequences of realization or settlement.
(o)
Recently Issued Accounting Pronouncements
In June 2009, the FASB approved the Accounting
Standards Codification (“the Codification”) as the single source of authoritative
nongovernmental U.S. GAAP.
All existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
(“SEC”), have been superseded by the
Codification. All other non-grandfathered, non-SEC accounting literature not
included in the Codification has become nonauthoritative. The Codification did
not change U.S. GAAP, but instead introduced a new structure that combines all authoritative standards into
a comprehensive, topically organized database. The Codification became effective
for the period beginning September 15, 2009, and impacts the
Company’s financial statements, as all
references to authoritative accounting literature is now referenced in
accordance with the Codification.
On January 1, 2009, the Company
adopted new accounting guidance related to the accounting for business
combinations and related disclosures. This new guidance addresses the
recognition and accounting
for identifiable assets acquired, liabilities assumed, and non-controlling
interests in business combinations. The guidance also establishes expanded
disclosure requirements for business combinations. The Company has applied this
new guidance to its 2009 business
combinations.
On January 1, 2009, the Company
also adopted new accounting guidance related to the accounting for
non-controlling (minority) interests in consolidated financial statements. This
guidance establishes accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary, and
requires that non-controlling interests in subsidiaries be reported in the
equity section of the controlling company’s balance sheet. It also changes the manner in which the net
income of the subsidiary is reported and disclosed in the controlling
company’s income statement. The
Company’s consolidated financial statements
reflect the adoption and implementation of this new guidance for all
periods presented.
On January 1, 2009, the Company
adopted a new accounting standard on determining whether an instrument (or
embedded feature) is indexed to an entity’s own stock. This standard provides a
two-step model to determine if an instrument, or embedded feature in an instrument, can be
considered indexed to an entity’s own stock for the purpose of
determining if the instrument can be accounted for as equity or as a derivative
presented outside of equity. The adoption of this standard had no material
impact on the Company’s consolidated financial
statements.
In May 2009, the FASB established
general standards for accounting and disclosure of events that occur after the
balance sheet date but before the financial statements are issued or are
available to be issued. The
pronouncement required the disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date, whether that date
represents the date the financial statements were issued or were available to be
issued. In February 2010, the FASB amended
this standard whereby SEC filers, like the Company, are required by GAAP to
evaluate subsequent events through the date its financial statements are issued,
but are no longer required to disclose in the financial statements that the Company has done so or
disclose the date through which subsequent events have been
evaluated.
In August 2009, the FASB provided
clarification when measuring liabilities at fair value in a circumstance in
which a quoted price in an active market for an identical liability is not
available. A reporting entity is required to measure fair value using one or
more of the following methods: 1) a valuation technique that uses
a) the quoted price of an identical liability when traded as an asset or
b) quoted prices for similar liabilities (or
similar liabilities when traded as assets) and/or 2) a valuation technique
that is consistent with the preexisting fair value guidance. It also clarifies
that when estimating the fair value of a liability, a reporting entity is not required to adjust the
estimate to include inputs relating to the existence of transfer restrictions on
that liability. The adoption of this guidance did not have a material impact on
the Company’s consolidated financial
statements.
In October 2009, the FASB issued an
update to existing guidance on accounting for arrangements with multiple
deliverables. This update will allow companies to allocate consideration
received for qualified separate deliverables using estimated selling price for
both delivered and undelivered items when
vendor-specific objective evidence or third-party evidence is unavailable.
Additional disclosures discussing the nature of multiple element arrangements,
the types of deliverables under the arrangements, the general timing of their delivery, and
significant factors and estimates used to determine estimated selling prices
will be required. This guidance is effective prospectively for interim and
annual periods ending after June 15, 2010. The Company is currently
evaluating the impact this guidance may have,
if any, on its consolidated financial statement, but does not anticipate that
this updated guidance will have a material impact.
In
January 2010, the FASB issued an update that improves the requirements related
to fair value measurements and disclosures about transfers between Level 1,
Level 2 and Level 3 assets and the disaggregated activity in the roll forward
for Level 3 fair value measurements. These new disclosures are effective for
fiscal years beginning after December 15, 2010 and for interim periods
within those fiscal years. The Company does not expect the adoption of these
expanded disclosures to have a material impact on its consolidated financial
statements.
In
February 2010, the FASB issued Accounting Standards Update (“ASU”)
No. 2010-09 (“ASU 2010-09”), which amends ASC 855 to address certain
implementation issues related to an entity’s requirement to perform and disclose
subsequent-events procedures. The new guidance clarifies that management must
evaluate, as of each reporting period, events or transactions that occur after
the balance sheet date through the date that the financial statements are
issued. Management must perform its assessment for both interim and annual
financial reporting periods. ASU 2010-09 also exempts SEC filers from disclosing
the date through which subsequent events have been evaluated. The adoption of
this amended standard did not have a material impact on the company’s
consolidated financial statements.
Impact
of New Accounting Standards
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position, or cash flow.
Note
4) Accounts Receivable
The
following are the components of accounts receivable:
|
May
31, 2010
|
December
31, 2009
|
December
31, 2008
|
|
USD
|
USD
|
USD
|
Accounts
Receiveable
|
$692
|
-
|
-
|
Provision
for doubtful debt
|
-
|
-
|
-
|
|
$692
|
- |
- |
Note
5) Inventories
Inventories
at May 31, 2010, December 31, 2009 and 2008 consist of the
following:
|
May
31, 2010
|
December
31, 2009
|
December
31, 2008
|
USD
|
USD
|
USD
|
Working
in Process
|
-
|
$5,553
|
$908
|
Raw
material
|
$30,151
|
37,037
|
5,112
|
Finished
goods
|
29,866
|
56,814
|
2,353
|
|
$60,017
|
$99,404
|
$8,373
|
Note
6) Prepayment and Other Receivables
Prepayment
and other receivables at May 31, 2010, December 31, 2009 and 2008 consist of the
following:
|
May
31, 2010
|
December
31, 2009
|
December
31, 2008
|
USD
|
USD
|
USD
|
Advances
to vendors
|
-
|
- |
- |
Other
receivables
|
-
|
$4,630
|
- |
|
- |
$4,630
|
- |
Note
7) Property, Plant and Equipment
Property,
Plant and Equipment at May 31, 2010, December 31, 2009 and 2008 consist of the
following:
|
May
31, 2010
|
December
31, 2009
|
December
31, 2008
|
USD
|
USD
|
USD
|
Furniture
and office equipment
|
$11,846
|
$11,899
|
$8,372
|
|
11,846
|
11,899
|
8,372
|
Less:
Accumulated depreciation
|
(5,795)
|
(4,169)
|
(767)
|
|
$6,051
|
$7,730
|
$7,605
|
Note
8) Other payable and accruals
Other
payable and accruals at May 31, 2010, December 31, 2009 and 2008 consist of the
following:
|
May
31, 2010
|
December
31, 2009
|
December
31, 2008
|
USD
|
USD
|
USD
|
Advances
from customers
|
$995
|
|
|
Accrued
expense
|
|
$1,465
|
|
Other
payables
|
21,224
|
|
|
|
$22,219
|
$1,465
|
|
Note
9) Related Party Transactions
As of May
31, 2010, the related parties of the Company and the relationship were known as
following:
|
Relationships
|
Zeng
Zhaohui
|
the
unique shareholder of the company
|
Related
Parties Balances
At May
31, 2010, December 31, 2009 and 2008 amounts due from/to related companies
consist of:
Payables
to related parties:
|
May
31, 2010
|
December
31, 2009
|
December
31, 2008
|
USD
|
USD
|
USD
|
Zeng
Zhaohui
|
$125,675
|
$108,850
|
$59,979
|
|
$125,675
|
$
108,850
|
$59,979
|
Note
10) Going Concern
These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The Company faces liquidity problem and has not
internally generated positive cash since inception and has never paid any
dividends. It is unlikely to pay dividends or generate earnings in the immediate
or foreseeable future. The continuation of the Company as a going concern is
dependent upon the continued financial support from its shareholders, the
ability of the Company to obtain necessary equity and/or debt financing to
continue operations, and the attainment of profitable operations. As at May 31,
2010, the Company has working capital deficiency of $70,387 and accumulated
losses of $ 64,347 since inception. These factors raise substantial doubt
regarding the Company’s ability to continue as a going concern. These financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.
Pro
Forma Condensed Combined Balance Sheets and Statement of Operations
On June 1
2010 ANV Security Group (Asia) Co., Limited, acquired 100% of outstanding common
shares of Flybit International Ltd.
Pro Forma
accounting effects of Purchase Agreement are presented in the
following tables which presents the combined results of balance sheets and
operations as they may have appeared had the acquisition and financing
transactions described above occurred as of April 1, 2010 ( the
effective date of start of accounting fiscal year of the Company) .
The unaudited pro forma condensed combined balance sheet and
statement of operations has been derived from and should be read
together with the historical financial statements of notes of ANV Security Group
Inc. filed as part of 10- K/A of the Company filed with the Securities Exchange
Commissions on July 26, 2010 and the historical financial statements of the
Company, both prepared in accordance with accounting principles generally
accepted in the United States (‘U.S. GAAP”), for the fiscal year March 31, 2010,
included elsewhere in the 10-K/A.
ANV
Security Group, Inc.
Unaudited
Pro Forma Condensed Combined Balance Sheets
|
|
|
|
|
ANV Security
|
|
|
|
|
|
|
|
|
|
ANV Security
|
|
|
Group (Asia) Co.,
|
|
|
|
|
|
ANV Security
|
|
|
|
Group Inc.
|
|
|
Ltd.
|
|
|
|
|
|
Group Inc.
|
|
|
|
As of June 30
|
|
|
As of June 30
|
|
|
Pro Forma
|
|
|
As of June 30
|
|
|
|
2010
|
|
|
2010
|
|
|
Adjustments
|
|
|
2010
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
524,848 |
|
|
$ |
35,410 |
|
|
|
|
|
$ |
560,258 |
|
Accounts
receivable, net of allowance
|
|
|
31,680 |
|
|
|
693 |
|
|
|
|
|
|
32,373 |
|
Inventory
|
|
|
98,702 |
|
|
|
55,774 |
|
|
|
|
|
|
154,476 |
|
Other
current assets
|
|
|
11,132 |
|
|
|
|
|
|
|
|
|
|
11,132 |
|
TOTAL
CURRENT ASSETS
|
|
|
666,362 |
|
|
|
91,877 |
|
|
|
|
|
|
758,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
and equipment - net of accumulated
depreciation
|
|
|
35,977 |
|
|
|
7,067 |
|
|
|
|
|
|
43,044 |
|
Intangibles
|
|
|
1,250,809 |
|
|
|
2,258,774 |
|
|
|
|
|
|
3,509,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
OTHER ASSETS
|
|
|
1,286,786 |
|
|
|
2,265,841 |
|
|
|
|
|
|
3,552,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$ |
1,953,148 |
|
|
$ |
2,357,718 |
|
|
|
- |
|
|
$ |
4,310,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
1,858 |
|
|
|
- |
|
|
|
|
|
|
$ |
1,858 |
|
Accrued
expense and other payable
|
|
|
- |
|
|
|
2,209,848 |
|
|
|
|
|
|
|
2,209,848 |
|
Due
to related parties
|
|
|
167 |
|
|
$ |
149,047 |
|
|
|
|
|
|
|
149,214 |
|
TOTAL
CURRENT LIABILITIES
|
|
|
2,025 |
|
|
|
2,358,895 |
|
|
|
|
|
|
|
2,360,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
2,754,907 |
|
|
|
|
|
|
|
|
|
|
|
2,754,907 |
|
Additional
paid-in capital
|
|
|
24,836 |
|
|
|
|
|
|
|
|
|
|
|
24,836 |
|
Statutory
reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
earnings (Deficit)
|
|
|
(935,117 |
) |
|
|
299 |
|
|
|
|
|
|
|
(934,818 |
) |
Other
comprehensive loss - foreign currency
translation
|
|
|
106,497 |
|
|
|
(1,476 |
) |
|
|
|
|
|
|
105,021 |
|
TOTAL
STOCKHOLDERS' EQUITY
|
|
|
1,951,123 |
|
|
|
(1,177 |
) |
|
|
|
|
|
|
1,949,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
$ |
1,953,148 |
|
|
$ |
2,357,718 |
|
|
|
|
|
|
$ |
4,310,866 |
|
ANV
Security Group, Inc.
Unaudited
Pro Forma Condensed Combined Statements of Operations
|
|
|
|
|
ANV Security
|
|
|
|
|
|
ANV Security
|
|
|
|
ANV Security
|
|
|
Group (Asia) Co.,
|
|
|
|
|
|
Group Inc.
|
|
|
|
Group Inc.
|
|
|
Ltd.
|
|
|
|
|
|
April 1 to
|
|
|
|
April 1 to
|
|
|
April 1 to
|
|
|
Pro Forma
|
|
|
June 30, 2010
|
|
|
|
June 30, 2010
|
|
|
June 30, 2010
|
|
|
Adjustments
|
|
|
Pro Forma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
8,652 |
|
|
$ |
18,683 |
|
|
|
|
|
|
$ |
27,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
NET REVENUE
|
|
|
8,652 |
|
|
|
18,683 |
|
|
|
|
|
|
|
27,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST
OF REVENUES
|
|
|
4,961 |
|
|
|
7,595 |
|
|
|
|
|
|
|
12,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS
PROFIT
|
|
|
3,691 |
|
|
|
11,088 |
|
|
|
|
|
|
|
14,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
COSTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
123,035 |
|
|
|
10,789 |
|
|
|
|
|
|
|
133,824 |
|
Depreciation
and amortization expense
|
|
|
69,743 |
|
|
|
- |
|
|
|
|
|
|
|
69,743 |
|
Total
Operating Costs
|
|
|
192,778 |
|
|
|
10,789 |
|
|
|
|
|
|
|
203,567 |
|
OPERATING
INCOME (LOSS)
|
|
|
(189,087 |
) |
|
|
299 |
|
|
|
|
|
|
|
(188,788 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME & (EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non
operating expense
|
|
|
(6,590 |
) |
|
|
- |
|
|
|
|
|
|
|
(6,590 |
) |
Non
operating income
|
|
|
8 |
|
|
|
- |
|
|
|
|
|
|
|
8 |
|
Total
Other Income & (Expenses)
|
|
|
(6,582 |
) |
|
|
- |
|
|
|
|
|
|
|
(6,582 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME BEFORE INCOME TAX & BENEFIT
|
|
|
(195,669 |
) |
|
|
299 |
|
|
|
|
|
|
|
(195,370 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
income taxes
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
Minority
interest, net of taxes
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
$ |
(195,669 |
) |
|
$ |
299 |
|
|
|
|
|
|
$ |
(195,370 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE
LOSS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
foreign currency translation income
|
|
|
(85,378 |
) |
|
|
(1,476 |
) |
|
|
|
|
|
|
(86,854 |
) |
COMPREHENSIVE
LOSS
|
|
$ |
(281,047 |
) |
|
$ |
299 |
|
|
|
|
|
|
$ |
(282,224 |
) |
NOTE
1 – BASIS OF PRO FORMA PRESENTATION
The
unaudited pro forma condensed combined balance sheet and statement of operations
(“Pro Forma”) of the Company is presented for the period ended June 30, 2010.
The unaudited Pro Forma applies the group’s accounting policies over the pro
forma period.
No amount
has been included in the purchase price allocation for estimated costs to be
incurred to achieve savings or other benefits of the transactions. Similarly,
the Pro Forma does not reflect any cost savings or other benefits that may be
obtained through synergies among the operations of two entities.
Exhibit
No. Description |
|
|
10.1
|
Flybit
Agreement – English Translation. Filed with original Form
8-K
|
|
|
10.2
|
Angesi
Agreement – English Translation. Filed with original Form
8-K
|
|
|
23.1
|
Consent
of independent public
accountant.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANV
Security Group, Inc.
Weixing
Wang
By: /s/
Weixing Wang, CFO
Dated:
September 14, 2010
Title:
President