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| YASH.OB > SEC Filings for YASH.OB > Form 10-Q on 23-Nov-2009 | All Recent SEC Filings |
23-Nov-2009
Quarterly Report
The following discussion and analysis summarizes the significant factors affecting our condensed consolidated results of operations, financial condition and liquidity position for the nine months ended September 30, 2009. This discussion and analysis should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for our year-ended December 31, 2008 and the condensed consolidated unaudited financial statements and related notes included elsewhere in this filing. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
Forward-Looking Statements
Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.
In some cases, you can identify forward-looking statements by terminology such as ''may,'' ''will,'' ''should,'' ''could,'' ''expects,'' ''plans,'' ''intends,'' ''anticipates,'' ''believes,'' ''estimates,'' ''predicts,'' ''potential,'' or ''continue'' or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.
Going Concern
The consolidated financial statements included in the Company's Annual Report on Form 10-K included an opinion from Robinson, Hill & Co., the Company's independent auditors that the financial statements were prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. History of Business and Operating Assets
Yasheng Eco-Trade Corporation (f/k/a Vortex Resources Corp) ("we", "us", "Yash" "Vortex" or the "Company"), is a Delaware corporation and was organized on November 9, 1992. We were a development stage company through December 1993." On January 8, 2007, the Company changed its name from "Euroweb International Corp." to "Emvelco Corp.". On August 19, 2008, the Company changed its name from "Emvelco Corp." to "Vortex Resources Corp". On July 15, 2009 the Company changed its name from "Vortex Resources Corp" to its current name.
Since 1997, the Company's strategy has been the identification and acquisition of undervalued assets within emerging industries for the purpose of consolidation and development of these businesses and sale if favorable market conditions exist. The Company's objective is to find, acquire and develop resources at the lowest cost possible and recycle its cash flows into new projects yielding the highest returns with controlled risk. In 2008, the Company focused on the mineral resources industry, commencing gas and oil sub-industry, which was approved by its shareholders.
Due to issues in the development of the oil and gas project in Crockett County, Texas, the board obtained in January 2009, a reserve report for the Company's interest in Davy Crockett Gas Company, LLC ("DCG") and Vortex Ocean One, LLC ("Vortex One") which report indicated that the DCG properties as being negative in value. As a result of such report, the world and US recessions and the depressed oil and gas prices, the board of directors elected to dispose of the DCG property and/or desert the project in its entirely.
As a result of the series of these acquisition transactions, the Company's ownership structure at September 30, 2009 is as follows:
100% of DCG - discontinued operations
50% of Vortex Ocean One, LLC - discontinued operations
About 7% of Micrologic, (Via EA Emerging Ventures Corp)
General Business Strategy
Our business plan since 1993 has been identifying, developing and operating companies within emerging industries for the purpose of consolidation and sale if favorable market conditions exist. Although the Company primarily focuses on the operation and development of its core businesses, the Company pursues consolidations and sale opportunities in a variety of different industries, as such opportunities may present themselves, in order to develop its core businesses and additional areas outside of its core business. The Company may invest in other unidentified industries that the Company deems profitable. If the opportunity presents itself, the Company will consider implementing its consolidation strategy with its subsidiaries and any other business that it enters into a transaction. In January 2009, the Company commenced the development of a logistics center in Southern California.
Logistics Center
The Company's mission is to develop an Asian Pacific Cooperation Zone in Southern California to enhance and enable increased trade between the United States and China. The Company's proposed future facility will provide a "Gateway to China" through a centralized location for the marketing, sales, customer service, product completion for "Made in the USA" products and distribution of goods imported from China.
The goal is for the Asian Pacific Cooperation Zone to initially house approximately 50 companies. Although the Company's relationship with Yasheng Group, a California corporation, is currently under review by our Board of Directors, the Company may continue to pursue companies from the Gansu region of Northwest China introduced by Yasheng Group as potential clients for the logistics center. As there is no guarantee that the Company will proceed with Yasheng Group, management intends to expand its search throughout China for potential clients. The Company plans to generate logistic center revenue, of which there is no guarantee, through a number of services including the lease of office space and storage space, distribution services and administration services along with other value added services.
The Company continues to pursue a lease for its facility. On August 12, 2009, the Company entered into a 45 day exclusivity period to finalize an "Option to Buy" on a lease agreement for a "big box" facility located in Southern, California (the "Facility"). As the Yasheng Group acquisition has been terminated and our Board of Directors is presently considering whether to move forward with Yasheng Group on other areas of interest, the Company is now actively seeking a smaller facility for the first stage of its logistic center.
Yasheng Group
On January 20, 2009, the Company entered into a non-binding Term Sheet (the "Term Sheet") with Yasheng Group, Inc., a California corporation ("Yasheng"). Pursuant to the Term Sheet, Yasheng agreed to transfer 100% ownership of 80 acres of property located in Victorville, California for use as a logistics center and eco-trade cooperation zone (the "Project"). On March 5, 2009, the Company and Yasheng implemented an amendment to the Term Sheet pursuant to which the parties agreed to explore further business opportunities including the potential lease of an existing logistics center, and/or alliance with other major groups complimenting and/or synergetic to the development of a logistics center. Further, in accordance with the amendment, the Company has agreed to issue 50,000,000 shares to Yasheng and 38,461,538 shares to Capitol in consideration for exploring the business opportunities and their efforts associated with the development of the logistics center. The issuance of the shares of common stock to Yasheng and Capital Properties resulted in substantial dilution to the interests of other stockholders of the Company. but did not represent a change of control in the Company in light of the number of shares of common stock and Super Voting Series B Preferred Stock that was outstanding on the date of issuance The Company and Yasheng have also evaluated several properties throughout California with the goal of leasing the property to be used for the logistics center. Management believes that leasing the property with an option to buy will have significant cost savings in comparison to acquiring such property.
On August 26, 2009, the Company entered into an agreement with Yasheng pursuant to which the Company agreed to acquire 49% of the outstanding securities (the "Yasheng Logistic Securities") of Yasheng (the United States) Logistic Service Company Incorporated ("Yasheng Logistic"), a California corporation and a wholly owned subsidiary of Yasheng. In consideration of the Yasheng Logistic Securities, the Company will issue Yasheng 100,000,000 restricted shares of common stock of the Company. Further, Yasheng has agreed to cancel the 50,000,000 shares of the Company that were previously issued to Yasheng. The sole asset of Yasheng Logistic is the certificate of approval for Chinese enterprises investing in foreign countries granted by the Ministry of Commerce of the People's Republic of China. Closing of the Yasheng Logistic Securities transaction did not take place yet, as the Company did not received the required legal opinion from Yasheng. Please see Commitments and Contingencies.
On August 26, 2009, the Company entered into a Stock Exchange Agreement (the "Exchange Agreement") with Yasheng Group (BVI), a British Virgin Island corporation ("Yasheng-BVI"), pursuant to which Yasheng-BVI agreed to sell the Company 75,000,000 shares (the "Group Shares") of common stock of Yasheng Group in consideration of 396,668,000 shares (the "Company Shares") of common stock of the Company (the "Exchange"). The Exchange Agreement was subsequently terminated. The Company is continuing to pursue its eco-trade center is Southern California.
Yasheng Group Option & Transactions
Pursuant to the Term Sheet, the Company granted Yasheng an irrevocable option to merge all or part of its assets into the Company (the "Yasheng Option"). The Company is presently considering whether to pursue this matter further.
Mineral Resources Industry
In 2008, the Company's primary focus shifted from real estate development and financial services industries to the mineral resources industry, specifically within the gas and oil sub-industry. On May 1, 2008, the Company entered into an Agreement and Plan of Exchange (the "DCG Agreement") with Davy Crockett Gas Company, LLC ("DCG") and its members ("DCG Members"). Pursuant to the DCG Agreement, the Company acquired and the DCG Members sold, 100% of the outstanding membership in DCG in exchange for 500,000 shares of preferred stock of the Company. The sales price was $50 million, as calculated by the 500 thousand on shares at an agreed price of $1.00 prior to the reverse split.
On June 30, 2008, the Company formed Vortex Ocean One LLC ("Vortex One") with Tiran Ibgui, an individual ("Ibgui"). In addition, we assigned the four leases in Crockett County, Texas to Vortex One. As a condition precedent to Ibgui contributing the required funding, Vortex One pledged all of its assets to Ibgui including the leases. On October 29, 2008, the Company entered into a settlement arrangement with Mr. Ibgui, whereby the Company agreed to transfer the 5,250 common shares previously owned by Vortex One to Mr. Ibgui.
Due to current issues in the development of the oil and gas project in Crockett County, Texas, the board obtained a current reserve report for the Company's interest in DCG and Vortex One, which report indicated that the DCG properties as being negative in value. As a result of such report, the world and US recessions and the depressed oil and gas prices, the board of directors elected to dispose of the DCG property and/or desert the project in its entirety.
Further, in February 28, 2009, Ibgui, as the secured lender to Vortex One, directed Vortex One to assign the term assignments with 80% of the proceeds being delivered to Ibgui, as secured lender, and 20% of the proceeds being delivered to the Company - as per the original agreement. The transaction closed on February 28, 2009 in consideration of a cash payment in the amount of $225,000, a 12 month promissory note in the amount of $600,000 and a 60 month promissory note in the amount of $1,500,000. Mr. Ibgui paid $25,000 fee, and from the net consideration of $200,000 Mr. Ibgui paid the Company its 20% portion of $40,000 on March 3, 2009. No relationship exists between Ibgui, the assignee of the leases and the Company and/or its affiliates, directors, officers or any associate of an officer or director.
On January 13, 2009, the Company entered into a Non Binding Term Sheet (the "Grand Term Sheet") to enter into a definitive asset purchase agreement with Grand Pacaraima Gold Corp. ("Grand"), which owns 80% of the issued and outstanding securities of International Treasure Finders Incorporated to acquire certain oil and gas rights on approximately 481 acres located in Woodward County, Oklahoma (the "Woodward County Rights"). In consideration for the Woodward County Rights, the Company will pay Grand an amount equal to 50% of the current reserves. The consideration shall be paid half in shares of common stock of the Company and half in the form of a note. The number of shares to be delivered by the Company will be calculated based upon the volume weighted average price ("VWAP") for the ten days preceding the closing date. The note will mature on December 31, 2009 and carry interest of 9% per annum payable monthly. In addition, the note will be convertible into shares of common stock of the Company at a 10% discount to the VWAP for the ten days preceding conversion. At the Company election, the Company may enter into this transaction utilizing a subsidiary to be traded on the Swiss Stock Exchange. The above transaction is subject to the receipt of a reserve report, drafting and negotiation of a final definitive agreement, performing due diligence as well as board approval of the Company. Said reports were not provided to date by Grand, as such, there is no guarantee that the Company will be able to successfully close the above transaction. Dr. Gregory Rubin, a director of the Company, is an affiliate of ITFI and, as a result, has recused himself from any discussions regarding this matter. Due to the drastic decline in gas and oil prices, the Company has shelved this transaction and may in the future again attempt to commence discussions with Grand in the future.
Micrologic, Inc.
On October 11, 2006, the Company, through EA Emerging Ventures Inc. ("EVC") entered into a Term Sheet (the "Micro Term Sheet") with Dr. Danny Rittman in connection with the formation and initial funding of Micrologic, Inc. ("Micrologic"), a Nevada corporation, for the design and production of EDA applications and Integrated Circuit ("IC") design processes; specifically, the development and production of the NanoToolBox TM tools suite which shortens the time to market factor. NanoToolBox TM is a smart platform that is designed to accelerate IC's design time and shrink time to market factor. Pursuant to the Micro Term Sheet, the Company was obligated to fund Micrologic $1 million and only funded $400,000 to date. On November 15, 2007, the parties entered into a Settlement and Release Agreement and Amendment No. 1 (the "Micro Amendment") to that Micro Term Sheet. Pursuant to the Micro Amendment, the Company was required to fund an additional $50,000 for a total investment of $450,000 and received 100,000 shares of Micrologic (vested via EVC) representing about ten percent (10%) equity ownership in Micrologic, prior to further dilution. The Micro Amendment also contains a settlement and release clause releasing the parties from any further obligations to each other. Micrologic subsequently issued additional securities diluting our interest to approximately 7% of the issued and outstanding of Micrologic, Inc.
Employees
As of the date of this filling, the Company employed a total of three full-time employees, all of whom are in executive and administrative functions. We believe that our employee relations are good.
Effective February 24, 2009, the Company affected a reverse split of its issued and outstanding shares of common stock on a 100 for one basis. As a result of the reverse split, the issued and outstanding shares of common stock were reduced from 92,280,919 to 922,809. The authorized shares of common stock remain as 400,000,000. All shares amounts in this filling taking into effect said reverse, unless stated different. The Company issued stock on a post-split basis during the nine months ended September 30, 2009, resulting in 114,456,462 shares issued and outstanding as of September 30, 2009.
Results of Operations
Due to the financial investment in Gas and Oil activity, which commenced in May 2008 and the development of our logistic center operations, the consolidated statements of operations for the periods ended September 30, 2009 and 2008 are not comparable.
The financial figures for 2008 only include the corporate expenses of the Company's legal entity registered in the State of Delaware. This section of the report, should be read together with Note 10 of the Company consolidated financials - Change in the Reporting Entity: In accordance with Financial Accounting Standards, FAS 154, Accounting Changes and Error Corrections, when an accounting change results in financial statements that are, in effect, the statements of a different reporting entity, the change shall be retrospectively applied to the financial statements of all prior periods presented to show financial information for the new reporting entity for those periods. Previously issued interim financial information shall be presented on a retrospective basis.
The consolidated statements of operations for the periods ended September 30, 2009 and 2008 are compared (subject to the above description) in the sections below:
Nine Months Period Ended September 30, 2009 Compared to Nine Months Period Ended September 30, 2008
Nine months ended September 30, 2009 2008 Total revenues $ - $ 1,990,000
Revenues decreased by 100% or $1,990,000, primarily due to the sale of real estate property in 2008, compared to proceeds from selling the Company interests in 4 gas wells in 2009, which revenues are not reflected as they result from minority rights.
Cost of revenues (excluding depreciation and amortization)
The following table summarizes cost of revenues (excluding depreciation and amortization) for the nine months ended September 30, 2009 and 2008:
Nine months ended September 30, 2009 2008 Total cost of revenues $ - $ 1,933,569
Cost of revenues decreased by 100% or $1,933,569, primarily due to the sale of property in 2008.
Compensation and related costs
The following table summarizes compensation and related costs for the nine months ended September 30, 2009 and 2008:
Nine months ended September 30, 2009 2008 Compensation and related costs $ 214,597 $ 1,049,065
Overall compensation and related costs decreased by 80% or $834,468, primarily due to the stock compensation expense recognized in 2008 for stock options granted to an executive officer of the Company in the amount of $729,537.
Consulting, director and professional fees
The following table summarizes consulting and professional fees for the nine months ended September 30, 2009 and 2008:
Nine months ended September 30, 2009 2008 Consulting, director and professional fees $ 435,682 $ 12,655,015
Overall consulting, professional and director fees decreased by 97%, or $12,219,333, primarily as the result of a fee of $9,782,768 from C. Properties associated with the DCG transaction in 2008, and a $1,848,348 charge to stock compensation expense for various grants of shares and warrants related to the cost of several consultants, investment bankers, advisors, accounting and lawyers fee in 2008. These charges did not occur in 2009.
Other selling, general and administrative expenses
The following table summarizes other selling, general and administrative expenses for the nine months ended September 30, 2009 and 2008:
Nine months ended September 30, 2009 2008 Other selling, general and administrative expenses $ 222,801 $ 168,813
Other selling, general and administrative expenses increased by 32%, or $53,988, due mostly to the ongoing cash costs associated with various transactions including Yasheng.
Interest income and expense
The following table summarizes interest income and expense for the nine months ended September 30, 2009 and 2007:
Nine months ended June 30, 2008 2008 Interest income $ 211,567 $ 473,597 Interest expense $ (2,172,808 )) $ (1,674,334 ) |
The decrease in interest income is attributable to the Company's revised investment strategy, which reduced the amounts entitled to interest income in 2009. The increase in interest expense of 30% or $(498,474), is primarily due to expense accrued for a debt discount relating to a convertible note payable transaction in the first quarter of 2009. We have accrued $434,129 in interest expense for the Traflagar Note in the third quarter of 2009. The remaining increase is due to the interest accrued due to former DCG members as well as increased borrowing under the line of credit and increased short term borrowing during the nine months ended September 30, 2008.
Three Months Period Ended September 30, 2009 Compared to Three Months Period Ended September 30, 2008
Due to the new financial investment in Gas and Oil activity, which commenced in May 2008, the consolidated statements of operations for the periods ended September 30, 2009 and 2008 are not comparable.
The consolidated statements of operations for the three months period ended September 30, 2009 and 2008 are compared in the sections below:
Three months ended September 30, 2009 2008 Total revenues $ - $ 1,990,000
Revenues decreased by 100% or $1,990,000, primarily due to the sale of real estate property in 2008,
Cost of revenues (excluding depreciation and amortization)
The following table summarizes cost of revenues (excluding depreciation and amortization) for the three months ended September 30, 2009 and 2008:
Three months ended September 30, 2009 2008 Total cost of revenues $ - $ 1,933,569
Cost of revenues decreased by 100% or $1,933,569, primarily due to the sale of
property in 2008,
Compensation and related costs
The following table summarizes compensation and related costs for the three months ended September 30, 2009 and 2008:
Three months ended September 30, 2009 2008 Compensation and related costs $ 71,532 $ 864,682
Overall compensation and related costs decreased by 92% or $793,150, primarily
due to the stock compensation expense recognized in the third quarter of 2008
for stock options granted to an executive officer of the Company in the amount
of $729,537.
Consulting, director and professional fees
The following table summarizes consulting and professional fees for the three months ended September 30, 2009 and 2008:
Three months ended September 30, 2009 2008 Consulting, director and professional fees $ 164,312 $ 560,531
Overall consulting, professional and director fees decreased by 71% or $396,219, primarily as the result a charge to stock compensation expense for various grants of shares and warrants in relation to the cost of several consultants, investment bankers, advisors, accounting and lawyers' fees in the third quarter of 2008.
Other selling, general and administrative expenses
The following table summarizes other selling, general and administrative expenses for the three months ended September 30, 2009 and 2008:
Three months ended September 30, 2009 2008 Other selling, general and administrative expenses $ 135,500 $ 30,977
Other selling, general and administrative expenses increased by 337%, or $104,523, due to the ongoing cash costs associated with various transactions including Yasheng.
Interest income and expense
The following table summarizes interest income and expense for the three months ended September 30, 2009 and 2008:
Three months ended September 30, 2009 2008 Interest income $ - $ 116,982 Interest expense $ (434,129 ) $ (862,347 ) |
The decrease in interest income is attributable to the Company's revised investment strategy, which reduced the amounts entitled to interest income in 2009. The decrease in interest expense of 50% or $428,245 is due to the decrease in borrowing and the accrual of $434,129 in interest expense in the third quarter for the Trafalgar note.
Liquidity and Capital Resources
The Company currently anticipates that its available cash resources will be sufficient to meet its presently anticipated working capital requirements for at least the next 12 months. During the quarters in 2009 and year 2008, Yossi Attia paid substantial expenses for the Company and also deferred his salary. As of September 30, 2009, the Company owes Mr., Attia approximately $600,000. The Company will either need to raise capital from third parties or continue borrowing funds from Mr. Attia. There is no guarantee that funds from private investors or Mr. Attia will continue to be available.
As of September 30, 2009, our cash, cash equivalents and marketable securities were $5,975, a decrease of approximately $2,146,052 from the end of fiscal year 2008. The decrease in our cash, cash equivalents and marketable securities is primarily the result of the need to fund our ongoing operations, stemming from the fact that cash flow from operations was negative in the first nine months of 2009.
Cash flows (used in) and provided by operating activities for the nine months ended September 30, 2009 and 2008 was $(570,147) and $2,510,809, respectively. The primary driver for the negative cash flow from operations in the first nine months of 2009 was the divestiture of Micrologic in 2008. The cash flow provided . . .
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