Change Agents Corporation DEFA14A, filed Jun 28, 2021

Change Agents Corporation. (CHGA)

DEFA14A 2021-06-28

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Delaware		000-55709		47-1685128
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		AVCO		The Nasdaq Capital Market

Exhibit Number		Description
10.2		Amendment No. 1 to Securities Exchange Agreement, dated June 24, 2021, among Avalon GloboCare Corp, Lonlon Biotech Ltd., Senlang Biotechnology Co. Ltd. and Yueyin Datong (Tianjin) Asset Management Co. Ltd.
23.1		Consent of Friedman LLP.
99.2		Sen Lang’s audited consolidated financial statements for the year ended December 31, 2020, and the notes related thereto.
99.3		Sen Lang’s unaudited condensed consolidated financial statements for the quarter ended March 31, 2021, and the notes related thereto
99.4		The Company’s unaudited pro forma consolidated combined statements of operations and comprehensive loss for the year ended December 31, 2020 and the three months ended March 31, 2021, the unaudited pro forma consolidated combined balance sheet as of March 31, 2021, and the notes related thereto.
99.5		Press Release dated June 28, 2021.

	AVALON GLOBOCARE CORP.

Dated: June 28, 2021	By:	/s/ Luisa Ingargiola
		Name:	Luisa Ingargiola
		Title:	Chief Financial Officer

AVALON GLOBOCARE CORP.		Address for Notice:

By:	/s/ Dr. David Jin	Email:
Name:	Dr. David Jin	Fax:
Title:	CEO

SENLANG BIOTECHNOLOGY CO. LTD.		Address for Notice:

By:	/s/ Ding Wei	Email:
Name:	Ding Wei	Fax:
Title:	Chairman

LONLON BIOTECH LTD.		Address for Notice:

By:	/s/ Ding Wei	Email:
Name:	Ding Wei	Fax:
Title:	Director

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Financial Statements:

Consolidated Balance Sheets - As of December 31, 2020 and 2019	F-3

Consolidated Statements of Operations and Comprehensive Loss - For the Years Ended December 31, 2020 and 2019	F-4

Consolidated Statements of Changes in Shareholders’ Equity - For the Years Ended December 31, 2020 and 2019	F-5

Consolidated Statements of Cash Flows – For the Years Ended December 31, 2020 and 2019	F-6

Notes to Consolidated Financial Statements	F-7

	December 31,
	2020			2019
ASSETS

CURRENT ASSETS:
Cash	$	18,935		$	164,994
Accounts receivable		45,271			1,528
Recoverable VAT		335,150			320,247
Inventory		125,962			104,355
Prepaid expenses and other current assets		21,017			58,007

Total Current Assets		546,335			649,131

NON-CURRENT ASSETS:
Security deposit and other long-term assets		50,012			75,843
Operating lease right-of-use assets, net		320,123			487,797
Property and equipment, net		2,567,522			3,110,094

Total Non-current Assets		2,937,657			3,673,734

Total Assets	$	3,483,992		$	4,322,865

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Notes payable	$	918,752		$	-
Notes payable - related party		245,000			-
Accounts payable		310,330			79,439
Salary payable		105,810			107,014
Accrued leasehold improvements liabilities		315,583			1,428
Accrued liabilities and other payables		37,432			59,329
Deferred revenue		88,508			2,821
Deferred grant income		260,679			171,074
Operating lease obligation		155,470			133,133

Total Current Liabilities		2,437,564			554,238

NON-CURRENT LIABILITIES:
Deferred grant income - noncurrent portion		351,677			495,651
Operating lease obligation - noncurrent portion		105,566			300,235

Total Non-current Liabilities		457,243			795,886

Total Liabilities		2,894,807			1,350,124

Commitments and Contingencies

SHAREHOLDERS’ EQUITY:
Ordinary shares, $1.00 par value; 50,000 shares authorized; 10,001 shares issued and outstanding at December 2020 and 2019 *		10,001			10,001
Additional paid-in capital		8,946,197			8,946,197
Accumulated deficit		(8,380,014	)		(5,937,651	)
Accumulated other comprehensive income (loss)		13,001			(45,806	)

Total shareholders’ equity		589,185			2,972,741

Total Liabilities and Shareholders’ Equity	$	3,483,992		$	4,322,865

	For the Years Ended
	December 31,
	2020			2019

REVENUES
General laboratory testing	$	649,932		$	77,594
Immunology and hematology testing		440,183			15,736
Total Revenues		1,090,115			93,330

COST OF REVENUES
General laboratory testing		343,794			35,972
Immunology and hematology testing		197,444			10,269
Total Cost of Revenues		541,238			46,241

GROSS PROFIT
General laboratory testing		306,138			41,622
Immunology and hematology testing		242,739			5,467
Total Gross Profit		548,877			47,089

OPERATING EXPENSES:
Research and development expenses		2,813,250			2,624,879
Selling and marketing expenses		163,145			-
General and administrative expenses		925,438			1,020,825
Grant income		(929,505	)		(612,769	)

Total Operating Expenses		2,972,328			3,032,935

LOSS FROM OPERATIONS		(2,423,451	)		(2,985,846	)

OTHER (EXPENSE) INCOME
Interest expense		(12,397	)		-
Interest expense - related party		(11,169	)		-
Other income		4,654			6,942

Total Other (Expense) Income, net		(18,912	)		6,942

LOSS BEFORE INCOME TAXES		(2,442,363	)		(2,978,904	)

INCOME TAXES		-			-

NET LOSS	$	(2,442,363	)	$	(2,978,904	)

COMPREHENSIVE LOSS:
NET LOSS	$	(2,442,363	)	$	(2,978,904	)
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized foreign currency translation gain (loss)		58,807			(50,204	)
COMPREHENSIVE LOSS	$	(2,383,556	)	$	(3,029,108	)

NET LOSS PER ORDINARY SHARE:
Basic and diluted *	$	(244.21)		$	(297.86)

WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING:
Basic and diluted *		10,001			10,001

										Accumulated
	Ordinary Shares *				Additional					Other			Total
	Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Comprehensive Income (Loss)			Shareholders’ Equity

Balance as of December 31, 2018		10,001	$	10,001	$	8,946,197	$	(2,958,747	)	$	4,398		$	6,001,849

Foreign currency translation adjustment		-		-		-		-			(50,204	)		(50,204	)

Net loss for the year		-		-		-		(2,978,904	)		-			(2,978,904	)

Balance as of December 31, 2019		10,001		10,001		8,946,197		(5,937,651	)		(45,806	)		2,972,741

Foreign currency translation adjustment		-		-		-		-			58,807			58,807

Net loss for the year		-		-		-		(2,442,363	)		-			(2,442,363	)

Balance as of December 31, 2020		10,001	$	10,001	$	8,946,197	$	(8,380,014	)	$	13,001		$	589,185

Name	Background	Ownership
Subsidiaries:
Senlang HK	A Hong Kong company	100% owned by Senlang
	Incorporated on November 2, 2020
Senlang BJ	A PRC limited liability company and a wholly foreign owned enterprise	100% owned by Senlang HK
	Incorporated on November 20, 2020
VIE:
SenlangBio	A PRC limited liability company	VIE
	Incorporated on January 29, 2016 Immunology and hematology testing service provider
VIE’s subsidiary:
SenlangBio	A PRC limited liability company	100% owned by SenlangBio
Clinical Laboratory	Incorporated on February 9, 2018
	General laboratory testing service provider

	Useful Life	Estimated Residual Value Rate
Laboratory equipment	3 - 5 Years	5%
Office equipment and furniture	3 - 5 Years	5%
Vehicles	4 - 5 Years	5%
Leasehold improvements	Shorter of the remaining lease terms or estimated useful life	0%
Software	1 - 2 Years	0%

Revenue Stream	2020		2019		Revenue Stream Detail
General laboratory testing	$	649,932	$	77,594	Providing general laboratory testing services, including genomics, proteomics, routine blood/urine testing, COVID-19 PCR/antibody testing etc., to patients and other customers.
Immunology and hematology testing		440,183		15,736	Providing immunology and hematology testing services, mainly related to cell therapy, including tumor biomarkers and immunophenotyping, to customers.
Total revenue	$	1,090,115	$	93,330

	For the Years Ended December 31,
	2020			2019
Revenues	$	1,090,115		$	93,330
Loss from operations		(2,423,451	)		(2,985,846	)
Net loss	$	(2,442,363	)	$	(2,978,904	)

	For the Years Ended
	December 31,
	2020			2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,442,363	)	$	(2,978,904	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,147,115			889,410
Amortization of right-of-use assets		189,283			169,451
Loss on disposal of property and equipment		12,855			406
Changes in operating assets and liabilities:
Accounts receivable		(41,306	)		(1,540	)
Recoverable VAT		5,973			(93,654	)
Inventory		(13,907	)		(92,778	)
Prepaid expenses and other current assets		38,647			124,134
Security deposit and other long-term assets		3,116			-
Accounts payable		213,553			34,799
Salary payable		(7,849	)		50,441
Accrued liabilities and other payables		(24,445	)		34,546
Deferred revenue		80,924			2,842
Deferred grant income		(93,261	)		(157,859	)
Operating lease obligation		(190,279	)		(173,647	)

NET CASH USED IN OPERATING ACTIVITIES		(1,121,944	)		(2,192,353	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(128,109	)		(870,110	)
Prepayment for property and equipment		-			(11,578	)

NET CASH USED IN INVESTING ACTIVITIES		(128,109	)		(881,688	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings		869,578			-
Proceeds from related party’s borrowings		608,704			-
Repayments for related party’s borrowings		(376,817	)		-

NET CASH PROVIDED BY FINANCING ACTIVITIES		1,101,465			-

EFFECT OF EXCHANGE RATE ON CASH		2,529			(16,066	)

	December 31, 2020
Loan from China Construction Bank, due on February 17, 2021 with annual interest rate of 4.1025%, extended through May 2021 (See Note 15)	$	459,376
Loan from a third-party company, due on February 8, 2021 with annual interest rate of 4.35%, extended through October 2021 (See Note 15)		459,376
Total	$	918,752

	December 31, 2020		December 31, 2019
Security deposit	$	50,012	$	49,993
Prepayment for leasehold improvements		-		25,850
Total	$	50,012	$	75,843

	Years Ended December 31,
	2020			2019
PRC statutory income tax rate		25.0	%		25.0	%
Effect of income tax exemptions and reliefs		(15.0	)%		(15.0	)%
Effect of non-deductible expense		0.1	%		0.6	%
Valuation allowance		(10.1	)%		(10.6	)%
Effective tax rate		0.0	%		0.0	%

Deferred tax assets:	December 31, 2020			December 31, 2019
Net operating loss carryforward	$	1,340,709		$	806,933
Valuation allowance		(1,340,709	)		(806,933	)
Net deferred tax assets	$	-		$	-

Identifiable long-lived tangible assets at December 31, 2020 and 2019	December 31, 2020		December 31, 2019
General laboratory testing	$	62,447	$	14,056
Immunology and hematology testing		2,505,075		3,096,038
Total		2,567,522		3,110,094
Total assets at December 31, 2020 and 2019
General laboratory testing		163,560		71,234
Immunology and hematology testing		3,320,432		4,251,631
Total	$	3,483,992	$	4,322,865

	Operating Lease
Weighted average remaining lease term (in years)		1.27
Weighted average discount rate		4.75	%

For the Year Ending December 31:	Operating Lease
2021	$	169,963
2022		106,357
2023 and thereafter		-
Total lease payments		276,320
Amount of lease payments representing interest		(15,284	)
Total present value of operating lease liabilities	$	261,036

Current portion	$	155,470
Long-term portion		105,566
Total	$	261,036

Parent Company’s Condensed Balance Sheets

	December 31, 2020			December 31, 2019
ASSETS
NON-CURRENT ASSETS:
Investment in subsidiaries	$	589,185		$	2,972,741
Total Non-current Assets		589,185			2,972,741
Total Assets	$	589,185		$	2,972,741
LIABILITIES AND SHAREHOLDERS’ EQUITY
Total Liabilities	$	-		$	-
Commitments and Contingencies
SHAREHOLDERS’ EQUITY:
Ordinary shares, $1.00 par value; 50,000 shares authorized; 10,001 shares issued and outstanding at December 31, 2020 and 2019 *		10,001			10,001
Additional paid-in capital		8,946,197			8,946,197
Accumulative deficit		(8,380,014	)		(5,937,651	)
Accumulated other comprehensive income (loss)		13,001			(45,806	)
Total Shareholders’ Equity		589,185			2,972,741
Total Liabilities and Shareholders’ Equity	$	589,185		$	2,972,741

Parent Company’s Condensed Statements of Operations and Comprehensive Loss

	For the Years Ended December 31,
	2020			2019
Revenue	$	-		$	-
Operating expense		-			-
Income attributable to Parent Company only		-			-
Share of loss from investment in subsidiaries		(2,442,363	)		(2,978,904	)
Net loss		(2,442,363	)		(2,978,904	)

Other comprehensive income (loss)
Unrealized foreign currency translation gain (loss)		58,807			(50,204	)
Comprehensive loss	$	(2,383,556	)	$	(3,029,108	)

Consolidated Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets - As of March 31, 2021 and December 31, 2020	F-2

Condensed Consolidated Statements of Operations and Comprehensive Loss - For the Three Months Ended March 31, 2021 and 2020	F-3

Condensed Consolidated Statements of Changes in Shareholders’ Equity - For the Three Months Ended March 31, 2021 and 2020	F-4

Condensed Consolidated Statements of Cash Flows – For the Three Months Ended March 31, 2021 and 2020	F-5

Notes to Condensed Consolidated Financial Statements	F-6

	March 31,			December 31,
	2021			2020
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	188,887		$	18,935
Accounts receivable		636,746			45,271
Recoverable VAT		343,755			335,150
Inventory		105,743			125,962
Prepaid expenses and other current assets		60,949			21,017

Total Current Assets		1,336,080			546,335

NON-CURRENT ASSETS:
Security deposit		49,843			50,012
Operating lease right-of-use assets, net		266,406			320,123
Property and equipment, net		2,268,076			2,567,522

Total Non-current Assets		2,584,325			2,937,657

Total Assets	$	3,920,405		$	3,483,992

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Notes payable	$	1,373,480		$	918,752
Notes payable - related party		244,174			245,000
Accounts payable		564,192			310,330
Salary payable		102,329			105,810
Accrued leasehold improvements liabilities		261,106			315,583
Accrued liabilities and other payables		62,938			37,432
Deferred revenue		167,201			88,508
Deferred grant income		183,496			260,679
Operating lease obligation		151,167			155,470

Total Current Liabilities		3,110,083			2,437,564

NON-CURRENT LIABILITIES:
Deferred grant income - noncurrent portion		304,617			351,677
Operating lease obligation - noncurrent portion		52,377			105,566

Total Non-current Liabilities		356,994			457,243

Total Liabilities		3,467,077			2,894,807

Commitments and Contingencies

SHAREHOLDERS’ EQUITY:
Ordinary shares, $1.00 par value; 50,000 shares authorized; 10,001 shares issued and outstanding at March 31, 2021 and December 31, 2020 *		10,001			10,001
Additional paid-in capital		8,946,197			8,946,197
Accumulated deficit		(8,515,294	)		(8,380,014	)
Accumulated other comprehensive income		12,424			13,001

Total shareholders’ equity		453,328			589,185

Total Liabilities and Shareholders’ Equity	$	3,920,405		$	3,483,992

	For the Three Months Ended
	March 31,
	2021			2020

REVENUES
General laboratory testing	$	945,648		$	42,887
Immunology and hematology testing		301,857			-
Total Revenues		1,247,505			42,887

COST OF REVENUES
General laboratory testing		347,911			14,117
Immunology and hematology testing		89,498			-
Total Cost of Revenues		437,409			14,117

GROSS PROFIT
General laboratory testing		597,737			28,770
Immunology and hematology testing		212,359			-
Total Gross Profit		810,096			28,770

OPERATING EXPENSES:
Research and development expenses		565,331			410,893
General and administrative expenses		406,188			344,252
Selling and marketing expenses		52,707			8,584
Grant income		(123,467	)		(526,703	)

Total Operating Expenses		900,759			237,026

LOSS FROM OPERATIONS		(90,663	)		(208,256	)

OTHER (EXPENSE) INCOME
Interest expense		(13,647	)		-
Interest expense - related party		(2,683	)		(1,860	)
Other income		226			1,444

Total Other Expense, net		(16,104	)		(416	)

LOSS BEFORE INCOME TAXES		(106,767	)		(208,672	)

INCOME TAXES		28,513			-

NET LOSS	$	(135,280	)	$	(208,672	)

COMPREHENSIVE LOSS:
NET LOSS	$	(135,280	)	$	(208,672	)
OTHER COMPREHENSIVE LOSS
Unrealized foreign currency translation loss		(577	)		(47,085	)
COMPREHENSIVE LOSS	$	(135,857	)	$	(255,757	)

NTE LOSS PER ORDINARY SHARE:
Basis and diluted *	$	(13.53)		$	(20.87)

WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING:
Basis and diluted *		10,001			10,001

										Accumulated
	Ordinary Shares*									Other			Total
	Number of				Paid-in		Accumulated			Comprehensive			Shareholders’
	Shares		Amount		Capital		Deficit			Loss			Equity

Balance as of December 31, 2019		10,001	$	10,001	$	8,946,197	$	(5,937,651	)	$	(45,806	)	$	2,972,741

Foreign currency translation adjustment		-		-		-		-			(47,085	)		(47,085	)

Net loss for the three months ended March 31, 2020		-		-		-		(208,672	)		-			(208,672	)

Balance as of March 31, 2020 (unaudited)		10,001	$	10,001	$	8,946,197	$	(6,146,323	)	$	(92,891	)	$	2,716,984

	For the three months ended March 31,
Revenue Stream	2021		2020		Revenue Stream Detail
General laboratory testing	$	945,648	$	42,887	Providing general laboratory testing services, including genomics, proteomics, routine blood/urine testing, COVID-19 PCR/antibody testing etc., to patients and other customers.
Immunology and hematology testing		301,857		-	Providing immunology and hematology testing services, mainly related to cell therapy, including tumor biomarkers and immunophenotyping, to customers.
Total revenue	$	1,247,505	$	42,887

	March 31, 2021		December 31, 2020
Cash	$	188,887	$	18,935
Accounts receivable		636,746		45,271
Recoverable VAT		343,755		335,150
Inventory		105,743		125,962
Prepaid expenses and other current assets		60,949		21,017
Security deposit		49,843		50,012
Operating lease right-of-use assets, net		266,406		320,123
Property and equipment, net		2,268,076		2,567,522
Total Assets		3,920,405		3,483,992

Notes payable		1,373,480		918,752
Notes payable - related party		244,174		245,000
Accounts payable		564,192		310,330
Salary payable		102,329		105,810
Accrued leasehold improvements liabilities		261,106		315,583
Accrued liabilities and other payables		62,938		37,432
Deferred revenue		167,201		88,508
Deferred grant income		183,496		260,679
Operating lease obligation		151,167		155,470
Deferred grant income - noncurrent portion		304,617		351,677
Operating lease obligation - noncurrent portion		52,377		105,566
Total Liabilities		3,467,077		2,894,807

Total shareholders’ equity	$	453,328	$	589,185

	For the Three Months Ended March 31,
	2021			2020
Revenues	$	1,247,505		$	42,887
Loss from operations		(90,663	)		(208,256	)
Net loss	$	(135,280	)	$	(208,672	)

	Three Months Ended March 31,
Customer	2021			2020
A		43	%		*
B		13	%		*
C		*			20	%
D		*			10	%
E		*			10	%

	Three Months Ended March 31,
Supplier	2021			2020
A		40	%		*
B		19	%		*
C		*			20	%
D		*			10	%

	Operating Lease
Weighted average remaining lease term (in years)		1.02
Weighted average discount rate		4.75	%

For the Twelve-month Period Ending March 31:	Operating Lease
2022	$	162,681
2023		52,999
2024 and thereafter		-
Total lease payments		215,680
Amount of lease payments representing interest		(12,136	)
Total present value of operating lease liabilities	$	203,544

Current portion	$	151,167
Long-term portion		52,377
Total	$	203,544

	Historical						Pro Forma
	Avalon			Lonlon
	GloboCare Corp.			Biotech Ltd.			Pro Forma Adjustments						Pro Forma
	and Subsidiaries			and Subsidiaries			Dr.			Cr.			Combined

ASSETS

CURRENT ASSETS:
Cash	$	1,692,540		$	188,887		$	-		$	-		$	1,881,427
Accounts receivable		-			636,746			-			-			636,746
Rent receivable		23,471			-			-			-			23,471
Deferred financing costs		152,438			-			-			-			152,438
Recoverable VAT		-			343,755			-			343,755	a		-
Inventory		-			105,743			-			105,743	a		-
Prepaid expenses and other current assets		295,731			60,949			449,498	a		-			806,178

Total Current Assets		2,164,180			1,336,080			449,498			449,498			3,500,260

NON-CURRENT ASSETS:
Rent receivable - noncurrent portion		109,174			-			-			-			109,174
Security deposit		19,662			49,843			-			-			69,505
Deferred leasing costs		133,359			-			-			-			133,359
Operating lease right-of-use assets, net		241,729			266,406			-			-			508,135
Property and equipment, net		439,962			2,268,076			-			-			2,708,038
Investment in real estate, net		7,644,950			-			-			-			7,644,950
Equity method investment		532,199			-			-			-			532,199
Intangible assets		-			-			97,556,672	b		-			97,556,672

Total Non-current Assets		9,121,035			2,584,325			97,556,672			-			109,262,032

Total Assets	$	11,285,215		$	3,920,405		$	98,006,170		$	449,498		$	112,762,292

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accrued professional fees	$	1,445,225		$	-		$	-		$	650,000	d	$	2,095,225
Accrued research and development fees		432,500			-			-			-			432,500
Accrued payroll liability and directors’ compensation		165,846			102,329			-			-			268,175
Accounts payable		-			564,192			564,192	e		-			-
Accrued leasehold improvements liabilities		-			261,106			261,106	e		-			-
Accrued liabilities and other payables		344,453			62,938			-			1,175,995	e		1,583,386
Notes payable		-			1,373,480			-			-			1,373,480
Accrued liabilities and other payables - related parties		313,105			-			-			-			313,105
Deferred revenue		-			167,201			167,201	e		-			-
Deferred grant income		-			183,496			183,496	e		-			-
Operating lease obligation		132,657			151,167			-			-			283,824
Note payable - related party		390,000			244,174			-			-			634,174

Total Current Liabilities		3,223,786			3,110,083			1,175,995			1,825,995			6,983,869

NON-CURRENT LIABILITIES:
Deferred grant income - noncurrent portion		-			304,617			-			-			304,617
Operating lease obligation - noncurrent portion		109,337			52,377			-			-			161,714
Loan payable - related party		3,305,249			-			-			-			3,305,249

Total Non-current Liabilities		3,414,586			356,994			-			-			3,771,580

Total Liabilities		6,638,372			3,467,077			1,175,995			1,825,995			10,755,449

SHAREHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding		-			-			-			-			-
Common stock, $0.0001 par value; 490,000,000 shares authorized; 84,943,564 shares issued and 84,423,564 shares outstanding 165,943,564 pro forma shares issued and 165,423,564 pro forma shares outstanding		8,494			-			-			8,100	b		16,594
Additional paid-in capital		49,755,996			8,946,197			8,946,197	c		98,001,900	b		147,757,896
Ordinary shares		-			10,001			10,001	c		-			-
Less: common stock held in treasury, at cost; 520,000 shares		(522,500	)		-			-			-			(522,500	)
Accumulated deficit		(44,408,493	)		(8,515,294	)		650,000	d		8,515,294	c		(45,058,493	)
Statutory reserve		6,578			-			-			-			6,578
Accumulated other comprehensive (loss) income		(193,232	)		12,424			12,424	c		-			(193,232	)

Total shareholders’ equity		4,646,843			453,328			9,618,622			106,525,294			102,006,843

Total Liabilities and Shareholders’ Equity	$	11,285,215		$	3,920,405		$	10,794,617		$	108,351,289		$	112,762,292