Nevada
(State
or other Jurisdiction of
Incorporation
or Organization)
|
22-1211204
(I.R.S.
Employer
Identification
No.)
|
929Radecki
Court
City of Industry, CA
|
91748
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x
|
Page
|
|||
PART
I - FINANCIAL INFORMATION
|
|||
Item
1.
|
Financial
Statements
|
3
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial
Condition
and Results of Operations
|
4
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
18
|
|
Item
4T.
|
Controls
and Procedures
|
19
|
|
PART
II - OTHER INFORMATION
|
|||
Item
1.
|
Legal
Proceedings
|
19
|
|
Item
1A.
|
Risk
Factors
|
19
|
|
Item
2.
|
Unregistered
Sale of Equity Securities and Use of Proceeds
|
19
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
21
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
21
|
|
Item
5.
|
Other
Information
|
21
|
|
Item
6.
|
Exhibits
|
21
|
|
|
|||
SIGNATURES
|
23
|
Page(s)
|
||||
Unaudited
Consolidated Financial Statements
|
||||
Consolidated
Balance Sheets - Unaudited
|
F-1 | |||
|
||||
Consolidated
Statements of Operations and Other Comprehensive Income -
Unaudited
|
F-2 | |||
|
||||
Consolidated
Statements of Changes in Stockholders’ Equity – Unaudited
|
F-3 | |||
Consolidated
Statements of Cash Flows - Unaudited
|
F-4 | |||
Notes
to Unaudited Consolidated Financial Statements
|
F-5 |
December
31,
|
March
31,
|
|||||||
2008
|
2008
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$ | 39,364,100 | $ | 15,165,620 | ||||
Inventories
|
4,492,864 | 2,619,429 | ||||||
Available
for sale securities
|
468,064 | 835,965 | ||||||
Prepaid
expenses and other receivable
|
374,538 | 793,760 | ||||||
Note
receivables, related party
|
2,500,000 | - | ||||||
Total
current assets
|
47,199,566 | 19,414,774 | ||||||
Note
receivables, related party
|
1,567,000 | - | ||||||
Property
and equipment, net
|
166,253 | 140,106 | ||||||
Investment
|
19,193,000 | - | ||||||
Restricted
cash
|
- | 37,845,432 | ||||||
Security
deposit
|
29,430 | 27,108 | ||||||
Total
assets
|
$ | 68,155,249 | $ | 57,427,420 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable
|
$ | 630,000 | $ | 804,041 | ||||
Other
liabilities
|
4,002,716 | 12,787,714 | ||||||
Unearned
revenues
|
2,545,785 | 3,945,805 | ||||||
Deposits
from investors
|
- | 37,845,432 | ||||||
Income
tax payable
|
489,000 | 305,000 | ||||||
Total
current liabilities
|
7,667,501 | 55,687,992 | ||||||
Stockholders'
equity
|
||||||||
Preferred
stock, $.001 par value, 25,000,000 shares authorized,
|
||||||||
none
issued and outstanding
|
- | - | ||||||
Common
stock, $0.00001 par value, 4,975,000,000 authorized,
|
||||||||
75,983,205
and 61,022,414 shares issued and outstanding
|
||||||||
at
December 31, 2008 and March 31, 2008
|
760 | 610 | ||||||
Additional
paid in capital
|
51,172,664 | 6,552 | ||||||
Retained
earning
|
9,845,289 | 1,895,330 | ||||||
Accumulated
other comprehensive loss
|
(530,965 | ) | (163,064 | ) | ||||
Total
stockholders' equity
|
60,487,748 | 1,739,428 | ||||||
Total
liabilities and stockholders' equity
|
$ | 68,155,249 | $ | 57,427,420 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
December
31,
|
December
31,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Sales
revenues, net
|
$ | 3,573,484 | $ | 8,893,165 | $ | 12,993,810 | $ | 22,984,940 | ||||||||
Shipping
charge
|
705,210 | 2,999,185 | 3,534,320 | 7,513,465 | ||||||||||||
4,278,694 | 11,892,350 | 16,528,130 | 30,498,405 | |||||||||||||
Cost
of goods sold
|
771,142 | 2,841,059 | 4,082,924 | 8,060,573 | ||||||||||||
Shipping
cost
|
87,960 | 1,415,391 | 1,553,401 | 3,545,473 | ||||||||||||
859,102 | 4,256,450 | 5,636,325 | 11,606,046 | |||||||||||||
Gross
profit
|
3,419,592 | 7,635,900 | 10,891,805 | 18,892,359 | ||||||||||||
Selling,
general and administrative expenses
|
1,154,398 | 1,527,283 | 3,484,314 | 2,547,276 | ||||||||||||
Net
operating income
|
2,265,194 | 6,108,617 | 7,407,491 | 16,345,083 | ||||||||||||
Other
income (expense)
|
||||||||||||||||
Interest
income
|
483,723 | 61,236 | 1,255,843 | 83,416 | ||||||||||||
Investment
income
|
4,337 | - | 11,425 | - | ||||||||||||
Foreign
exchange gain (loss)
|
(841,920 | ) | (1,317 | ) | (841,565 | ) | (1,438 | ) | ||||||||
Other
income (expense), net
|
304,952 | 30,980 | 304,812 | 124,035 | ||||||||||||
Total
other income
|
(48,908 | ) | 90,899 | 730,515 | 206,013 | |||||||||||
Net
income before income taxes
|
2,216,286 | 6,199,516 | 8,138,006 | 16,551,096 | ||||||||||||
Income
taxes
|
3,247 | - | 188,047 | 800 | ||||||||||||
Net
income
|
$ | 2,213,039 | $ | 6,199,516 | $ | 7,949,959 | $ | 16,550,296 | ||||||||
Unrealized
gain (loss) on available for sale securities
|
(246,810 | ) | (213,130 | ) | (367,901 | ) | (150,407 | ) | ||||||||
Comprehensive
income
|
$ | 1,966,229 | $ | 5,986,386 | $ | 7,582,058 | $ | 16,399,889 | ||||||||
Net
income per common share
|
||||||||||||||||
Basic
and diluted
|
$ | 0.03 | $ | 0.11 | $ | 0.13 | $ | 0.30 | ||||||||
Weighted
average common shares outstanding
|
||||||||||||||||
Basic
and diluted
|
68,536,356 | 57,045,546 | 63,578,836 | 54,553,055 |
Accumulated
|
||||||||||||||||||||||||
Additional
|
Other
|
Total
|
||||||||||||||||||||||
Common
Stock
|
Paid-in
|
Retained
|
Comprehensive
|
Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Income
(Loss)
|
Equity
|
|||||||||||||||||||
BALANCE,
APRIL 1, 2008
|
61,022,414 | $ | 610 | $ | 6,552 | $ | 1,895,330 | $ | (163,064 | ) | $ | 1,739,428 | ||||||||||||
Issuance
of common stock
|
14,890,040 | 149 | 51,149,263 | - | - | 51,149,412 | ||||||||||||||||||
Issuance
of common stock for services
|
70,751 | 1 | 16,849 | - | - | 16,850 | ||||||||||||||||||
Net
income
|
- | - | - | 7,949,959 | - | 7,949,959 | ||||||||||||||||||
Unrealized
loss on available for sale securities
|
- | - | - | - | (367,901 | ) | (367,901 | ) | ||||||||||||||||
BALANCE,
DECEMBER 31, 2008
|
75,983,205 | $ | 760 | $ | 51,172,664 | $ | 9,845,289 | $ | (530,965 | ) | $ | 60,487,748 |
Nine
Months Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$ | 7,949,959 | $ | 16,550,296 | ||||
Adjustments
to reconcile net income to net cash
|
||||||||
provided
by (used in) operating activities:
|
||||||||
Depreciation
and amortization
|
36,440 | 28,755 | ||||||
Warranty
liability
|
(41,293 | ) | - | |||||
Stock
based compensation
|
16,850 | - | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Inventories
|
(1,873,435 | ) | (1,556,991 | ) | ||||
Prepaid
expenses and other receivable
|
419,222 | 382,200 | ||||||
Security
deposit
|
(2,322 | ) | - | |||||
Accounts
payable
|
(174,041 | ) | 269,446 | |||||
Other
liabilities
|
(8,743,705 | ) | 240,672 | |||||
Unearned
revenues
|
(1,400,020 | ) | 6,541,305 | |||||
Income
tax payable
|
184,000 | - | ||||||
Net
cash provided by (used in) operating activities
|
(3,628,345 | ) | 22,455,683 | |||||
Cash
flows from investing activities:
|
||||||||
Increase
in note receivable, related party
|
(4,067,000 | ) | - | |||||
Additions
to fixed assets
|
(62,587 | ) | (79,639 | ) | ||||
Purchase
in available for sale securities
|
- | (999,029 | ) | |||||
Increase
in investment
|
(19,193,000 | ) | - | |||||
Net
cash (used in) investing activities
|
(23,322,587 | ) | (1,078,668 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Restricted
cash
|
37,845,432 | - | ||||||
Proceeds
from investor deposits
|
(37,845,432 | ) | - | |||||
Payment
of dividends
|
- | (9,598,153 | ) | |||||
Proceeds
from issuance of stock
|
51,149,412 | - | ||||||
Net
cash provided by financing activities
|
51,149,412 | (9,598,153 | ) | |||||
Net
increase in cash
|
24,198,480 | 11,778,862 | ||||||
Cash,
beginning of period
|
15,165,620 | 554,562 | ||||||
Cash,
end of period
|
$ | 39,364,100 | $ | 12,333,424 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Interest
paid in cash
|
$ | - | $ | - | ||||
Income
taxes paid in cash
|
$ | 4,047 | $ | 800 |
Machinery
and equipment
|
3
years
|
Office
equipment and furniture
|
3
years
|
Automobile
|
5
years
|
Leasehold
Improvements
|
Lease
term
|
Products
sold for
|
|
0-2
months
|
2%
of cost
|
3-4
months
|
1.5%
of cost
|
5-6
months
|
1%
of cos
t
|
December
31, 2008
|
March
31, 2008
|
|||||||||||||||||||||||
Fair
Value
|
Cost
|
Unrealized
(Loss)
|
Fair
Value
|
Cost
|
Unrealized
(Loss)
|
|||||||||||||||||||
Available
for sale securities
|
$ | 468,064 | $ | 999,029 | $ | (530,965 | ) | $ | 835,965 | $ | 999,029 | $ | (163,064 | ) | ||||||||||
Total
|
$ | 468,064 | $ | 999,029 | $ | (530,965 | ) | $ | 835,965 | $ | 999,029 | $ | (163,064 | ) |
December
31, 2008
|
||||||||||||||||
Level
1
|
||||||||||||||||
Quoted
Prices
|
Level
2
|
|||||||||||||||
in
Active
|
Significant
|
Level
3
|
||||||||||||||
Markets
for
|
Other
|
Significant
|
||||||||||||||
Identical
|
Observable
|
Unobservable
|
||||||||||||||
Assets
|
Inputs
|
Inputs
|
Total
|
|||||||||||||
Available
for sale securities
|
$ | 468,064 | $ | - | $ | - | $ | 468,064 | ||||||||
Total
assets measured at fair value
|
$ | 468,064 | $ | - | $ | - | $ | 468,064 |
December
31,
|
March
31,
|
|||||||
2008
|
2008
|
|||||||
Automobile
|
$ | 176,384 | $ | 176,384 | ||||
Office
equipment and furniture
|
47,636 | 22,068 | ||||||
Machinery
and equipment
|
15,959 | 15,959 | ||||||
Leasehold
Improvements
|
37,019 | - | ||||||
276,998 | 214,411 | |||||||
Less:
Accumulated depreciation
|
(110,745 | ) | (74,305 | ) | ||||
$ | 166,253 | $ | 140,106 |
December
31,
|
March
31,
|
|||||||
2008
|
2008
|
|||||||
Commission
payable
|
$ | 3,312,501 | $ | 12,028,644 | ||||
Payroll
liabilities
|
645,900 | 671,409 | ||||||
Warranty
liability
|
44,315 | 85,608 | ||||||
Other
|
- | 2,053 | ||||||
$ | 4,002,716 | $ | 12,787,714 |
Nine
Months Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
Current:
|
||||||||
Domestic
|
$ | 188,047 | $ | 800 | ||||
Foreign
|
- | - | ||||||
Deferred
|
- | - | ||||||
Income
tax expenses
|
$ | 188,047 | $ | 800 |
Nine
Months Ended December 31,
|
||||||||
2008
|
2007
|
|||||||
Income
tax at U.S. statutory rate
|
$ | 3,011,062 | $ | 6,123,906 | ||||
State
tax, net of federal effect
|
2,550 | 504 | ||||||
Indefinitely
invested earnings of foreign subsidiaries
|
(2,839,533 | ) | (6,130,977 | ) | ||||
Nondeductible
expenses
|
13,968 | 7,367 | ||||||
$ | 188,047 | $ | 800 | |||||
Effective
tax rate
|
2 | % | - |
December
31,
|
March
31,
|
|||||||
2008
|
2008
|
|||||||
Warranty
liability at beginning of period
|
$ | 85,608 | $ | 48,696 | ||||
Costs
accrued (recovered)
|
(41,293 | ) | 36,912 | |||||
Service
obligations honored
|
- | - | ||||||
Warranty
liability at end of period
|
$ | 44,315 | $ | 85,608 | ||||
Current
portion
|
$ | 44,315 | $ | 85,608 | ||||
Non-current
portion
|
- | - | ||||||
Warranty
liability at end of period
|
$ | 44,315 | $ | 85,608 |
Year Ending March 31,
|
||||
2009
|
$ | 30,190 | ||
2010
|
40,250 |
|
1.
|
Zeolite
Plus:
|
|
2.
|
2006
Celprotect I:
|
|
3.
|
2007
Celprotect II Bullet Points:
|
|
4.
|
2006
– 2007 Celprotect I:
|
|
5.
|
CardioSupport:
|
|
6.
|
Colloidal
Silver:
|
|
7.
|
Colostrum:
|
|
8.
|
Deer
Antler Velvet Plus:
|
|
9.
|
Essential
90+:
|
|
10.
|
GlucoBalance:
|
|
11.
|
Liver
Support:
|
|
12.
|
Memory
Plusb:
|
|
13.
|
MSM
(
Methylsulfonymethane):
|
|
An
oral spray designed to rebuild connective tissue and
joints.
|
|
14.
|
Perform
Plus:
|
|
15.
|
Re-Live
Again:
|
|
16.
|
ReishiPlus:
|
|
17.
|
Rooibos
Tea:
|
|
18.
|
Slim’n
Easy:
|
|
19.
|
Slumber
Plus:
|
|
20.
|
Spray-EEZE:
|
|
21.
|
Super
Hydro-Oxy:
|
|
22.
|
Super
Hydro-Oxy (Large):
|
|
23.
|
Super
Re-Vitalizer:
|
|
24.
|
Super
Silica:
|
|
25.
|
Super
Cal:
|
|
26.
|
Vision
Plus:
|
1.
|
Bust
Cream:
An herbal cream containing natural ingredients for the
purpose of stimulating the development of the breast tissue and tightening
and firming of the breast.
|
2
.
|
Daily
Eye Treatment:
A soothing and hydrating eye cream for
the purpose of reducing puffiness, fine lines and the effects of stress
and fatigue.
|
3
.
|
Lip
gloss:
A long lasting moisturizing
lipstick.
|
4
.
|
Pressed
Mineral Powder:
A multi-functional
face power containing zinc, Vitamins A and E and green tea
extract.
|
5
.
|
Fountain
of Youth:
A daily skin care regimen including a synergistic blend
of 10 Oriental Herbs for the purpose of skin brightening, cleaning, and
anti-wrinkle effects. Ingredients include Wild Strawberry Fruit, Chinese
Matrimony Vine, Licorice, Maesil (Ume) Fruit, Camellia Tea, Black Rice,
Cucumber Fruit, Cudrania Tricuspidata Bark, Uuron-cha Ekisu and Pear
Fruit.
|
6
.
|
Gold
Cream:
A topical cream
containing Colloidal Gold for the purpose of relieving pain associated
with arthritis, stiff and swollen joints, sprains, strains, muscle spasms,
bursitis and tendonitis.
|
7
.
|
Instant
Whitening Cream:
A cream for the purpose of brightening overall
complexion, lightening age spots, liver spots and sun damaged
skin.
|
8
.
|
Lifting
Masque:
A 20 minute masque for the purpose of reducing the visible
signs of aging while lifting, tightening, and refining the pores of the
skin.
|
9
.
|
Magik
Glove:
A non-greasy lotion for hand protection against the damaging
effects of dirt, grease, grime, multi-component paints, oils, solvents,
adhesives, chemicals, resins, corrosives, irritants, inks, dyes, toner,
toxins and many other
substances.
|
10
.
|
Nia
3 Plus 1 Lash & Line:
Contains
mascara and eyeliner package containing two shades in one sleek tube- dark
brown mascara and navy blue mascara. The second tube features black
mascara and black eyeliner. These shades will enhance any eye shape
or
color.
|
11
.
|
Nia
Concealer:
A light colored concealer for the purpose of providing
coverage for any skin imperfection as in darkness around the eyes,
blemishes and to even out skin
tones.
|
12
.
|
Nia
Eye Color:
A palette of four color-coordinated eye shadows: Pearl
grey, Soft pink, Cranberry and
Charcoal.
|
13
.
|
Nia
Face and Body Powder:
A jar containing
face and body powder and a powder
puff.
|
14.
|
Nia
Lip Magic:
A lip gloss. Colors include Celebration Red with Pink
shimmer and Plum Raisin with Peach
shimmer.
|
15
.
|
Progesterone
Cream:
A non-pharmaceutical cream containing natural ingredients
for menopausal and postmenopausal
women.
|
16
.
|
Rooibos
Tea Cream:
A skin cream containing Alpha-Hydroxy acids,
antioxidant, Vitamin B, Vitamin C and Vitamin E , Zinc, Potassium,
Calcium, Copper and
DHEA.
|
17
.
|
The Collection:
A makeup
kit containing Face Primer, Silk Whipped Foundation, Wet/Dry Powder,
Eye Shadow, Black Eye Pencil, Pressed Shimmer Powder, Shimmer
Blush, Long Lasting Lipstick, Lip Gloss Palate, Cream Lipstick,
and Coordinating Lip Pencils.
|
18
.
|
Travel
Kits.
An
Anti-Aging Skin Care Travel Kit containing products designed for balancing
skin tone, increasing hydration, diminishing lines and wrinkles and
restoring resiliency.
|
|
1.
|
Fast
Team Plus
:
A
tire sealant solution for the purpose of protecting a tire against air
loss.
|
|
2.
|
MotoMax
:
A biodegradable solution to regulate an engine’s
temperature.
|
·
|
We
buy finished products from several American vendors and in some instances,
boxes for packaging from China. We do not manufacture any
products;
|
·
|
We
have the completed products sent to our fulfillment center located in the
City of Industry in California; and
cit
|
·
|
We
then ship our products to our distribution center in Hong
Kong.
|
Proceeds
from Sale of Units
|
||||||||
Category:
|
Amount
(USD$):
|
Percentage
of Net Proceeds:
|
||||||
Loan
to Excalibur International Marine Corporation (1)
|
$ | 22,760,000 | 40 | % | ||||
Marketing
Development (2)
|
20,000,000 | 35 | % | |||||
Business
Development (2)(3)
|
13,822,152 | 25 | % | |||||
TOTAL
|
$ | 56,582,152 | 100 | % |
(1)
|
Completed
and described below.
|
(2)
|
Currently
planned. The allocation of these net proceeds of the Offering
represents our best estimate based upon our present plans and certain
assumptions regarding general economic and industry conditions and our
future revenues and expenditures. We reserve the right to reallocate these
proceeds within the above-mentioned categories or to other purposes if
management believes it is in our best interests. We will not however use
any of the net proceeds to pay any debt or other obligations owed to any
party or management without the consent of the Placement
Agent.
|
(3)
|
We
anticipate using funds from the Private Placement for investments and
acquisitions to allow us to grow our existing business operations and to
enter into additional territories. To date, we have not located
any acquisition targets nor do we have any commitments for capital
expenditures, other than Excalibur. We believe that due to the
current global economic recession, there might be material opportunities
for us to acquire smaller companies at discount prices. There
can be no assurances that we will be successful in doing
so. Our expansion will rely to a great degree on global
economic conditions and perceived future changes. Until such
time, we intend to retain our cash reserves to fund our
operations.
|
|
For
Nine Months Ended
December
31,
|
|||||||
Item:
|
2008
(Unaudited)
|
2007
(Unaudited)
|
||||||
Net
Cash Provided by (Used in) Operating Activities
|
$ | (3,628,345 | ) | $ | 22,455,683 | |||
Net
Cash Provided by (Used in) Investing Activities
|
$ | (23,322,587 | ) | $ | (1,078,688 | ) | ||
Net
Cash Provided by (Used in) Financing Activities
|
$ | 51,149,412 | $ | (9,598,153 | ) | |||
Net
Increase (Decrease) in Cash
|
$ | 24,198,480 | $ | 11,778,862 |
Stockholder:
|
No.
of EFT BioTech
Holdings,
Inc. Shares
Received
in Share
Exchange:
|
|||
Dragon
Win Management Limited (1)
|
52,099,000 | |||
George
Currry (2)
|
300,000 | |||
Jin
Qin Liu (3)
|
300,000 | |||
Jack
Jie Qin (4)
|
1,000 | |||
Tony
Kwok-Man So (5)
|
300,000 | |||
Joseph
B. Williams (6)
|
300,000 |
(1)
|
Jun
Qin Liu, former Operations Manager of the Company, has voting and
dispositive control over Dragon Win Management Limited, and thereby
controls 68.57% of our issued and outstanding common
stock.
|
(2)
|
Chief
Marketing Officer of the Company.
|
(3)
|
Former
Operations Manager of the Company.
|
(4)
|
President,
Chief Executive Officer and Chairman of the
Company.
|
(5)
|
Former
Treasurer of the Company.
|
(6)
|
Former
Chief Financial Officer, Chief Administrative Officer, Secretary and
Director of the Company.
|
Proceeds
from Sale of Units
|
||||||||
Category:
|
Amount
(USD$):
|
Percentage
of Net Proceeds:
|
||||||
Loan
to Excalibur International Marine Corporation (1)
|
$ | 22,760,000 | 40 | % | ||||
Marketing
Development (2)
|
20,000,000 | 35 | % | |||||
Business
Development (2)(3)
|
13,822,152 | 25 | % | |||||
TOTAL
|
$ | 56,582,152 | 100 | % |
(1)
|
See
Liquidity Section.
|
(2)
|
Currently
planned. The allocation of these net proceeds of the Offering
represents our best estimate based upon our present plans and certain
assumptions regarding general economic and industry conditions and our
future revenues and expenditures. We reserve the right to reallocate these
proceeds within the above-mentioned categories or to other purposes if
management believes it is in our best interests. We will not however use
any of the net proceeds to pay any debt or other obligations owed to any
party or management without the consent of the Placement
Agent.
|
(3)
|
We
anticipate using funds from the Private Placement for investments and
acquisitions to allow us to grow our existing business operations and to
enter into additional territories. To date, we have not located
any acquisition targets nor do we have any commitments for capital
expenditures other than Excalibur. We believe that due to the
current global economic recession, there might be material opportunities
for us to acquire smaller companies at discount prices. There
can be no assurances that we will be successful in doing
so. Our expansion will rely to a great degree on global
economic conditions and perceived future changes. Until such
time, we intend to retain our cash reserves to fund our
operations.
|
Exhibit
No.:
|
Description:
|
|
3.1(1)
|
Articles
of Incorporation of GRG, Inc. (now EFT BioTech Holdings,
Inc.).
|
|
3.1.1(1)
|
Articles
of Merger filed December 28, 2004 between HumWare Media Corporation, World
Wide Golf Web, Inc. and GRG, Inc.
|
|
3.1.2
|
Certificate
of Amendment, effective November 7, 2007, to the Articles of
Incorporation of HumWare Media Corporation
|
|
3.1.3(1)
|
Certificate
of Amendment, August 17, 2007, to the Articles of Incorporation
of HumWare Media Corporation
|
|
3.2(1)
|
By-laws
|
|
4.1(1)
|
Form
of Common Stock Certificate
|
|
4.2(1)
|
Form
of Warrant to purchase one share of Common Stock for a purchase price of
$3.80 per share until the second anniversary date of the date of
issuance
|
|
10.1(1)
|
Share
Exchange Agreement, dated as of the 1
st
day of November, 2007,
by and among EFT BioTech Holdings, Inc. (formerly HumWare Media
Corporation), a Nevada corporation; certain EFT Shareholders and EFT
BioTech Corporation, a Nevada corporation
|
|
10.2
|
Subscription
Agreement for Units in connection with the Company’s Regulation S Private
Placement
|
|
31.1
|
Certification
by Jack Jie Qin, Principal Executive Officer of EFT BioTech Holdings,
Inc., pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
of 1934, as amended.
|
|
31.2
|
Certification
by Sharon Tang, Principal Financial and Accounting Officer of EFT BioTech
Holdings, Inc., pursuant to Rule 13a-14(a)/15d-14(a) of the Securities
Exchange Act of 1934, as amended.
|
|
32.1
|
Certification
by Sharon Tang, Principal Financial and Accounting Officer of EFT BioTech
Holdings, Inc., pursuant to Rule 13a-14(a)/15d-14(a) of the Securities
Exchange Act of 1934, as
amended.
|
Exhibit
No.:
|
Description:
|
|
32.2
|
Certification
by Sharon Tang, Principal Financial and Accounting Officer of EFT BioTech
Holdings, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
|
(1)
|
Filed
as an exhibit to Form 10 (File No.: 001-34222) filed with the SEC on
December 10, 2008 and incorporated by reference
herein.
|
EFT
BIOTECH HOLDINGS, INC.
|
|
/s/
Jack Jie Qin
|
|
Jack
Jie Qin
|
|
Chief
Executive Officer, President and Chairman
|
|
(Principal
Executive Officer)
|
|
/s/
Sharon Tang
|
|
Sharon
Tang
|
|
Chief
Financial Officer
|
|
(Principal
Financial and Accounting
Officer)
|
1.
|
Name
of Corporation: HumWare Media
Corporation
|
2.
|
The
articles have been amended as follows (provide article numbers, if
available):
|
3.
|
The
vote by which the stockholders holding shares in the corporation entitling
them to exercise at least a majority of the voting power, or such greater
proportion of the voting power as may be required in the case o f a vote
by classes or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is
52%.
|
4.
|
Effective date of filing
(
optional): August 17,
2007
|
Officer
Signature (required):
|
/s/ John
Huemoeller
|
John
Huemoeller
|
HumWare
Media Corporation
|
|
/s/ John
Huemoeller
|
|
John
W. Huemoeller, President
|
A.
|
Subscription
.
|
B.
|
Subscriber’s
Acknowledgements and
Agreements
.
|
C.
|
Subscriber’s
Representations and
Warranties
.
|
D.
|
Company’s
Acknowledgements and Agreements.
|
E.
|
Miscellaneous
|
Jack
Jie Qin
|
||
Chief
Executive Officer, President and Chairman
|
||
/s/
Sharon Tang
|
||
Sharon
Tang
|
||
Chief
Financial Officer
|
||
(Principal
Financial and Accounting Officer)
|
1.
|
Such
Quarterly Report on Form 10-Q for the quarter ending December 31, 2008,
fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
|
|
2.
|
The
information contained in such Quarterly Report on Form 10-Q for the
quarter ending December 31, 2008, fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
/s/
Jack Jie Qin
|
||
Jack
Jie Qin
|
||
Chief
Executive Officer, President and Chairman
|
||
(Principal
Executive Officer)
|
|
1.
|
Such
Quarterly Report on Form 10-Q for the quarter ending December 31, 2008,
fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
|
|
2.
|
The
information contained in such Quarterly Report on Form 10-Q for the
quarter ending December 31, 2008, fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
|
/s/
Sharon Tang
|
||
Sharon
Tang
|
||
Chief
Financial Officer
|
||
(Principal
Financial and Accounting Officer)
|