x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Nevada
(State
or other Jurisdiction of
Incorporation
or Organization)
|
22-1211204
(I.R.S.
Employer
Identification
No.)
|
|
929
Radecki Court
City
of Industry,
CA
|
91748
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Title
of each class
N/A
|
Name
of each exchange on which
registered
N/A
|
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
||
Non-accelerated
filer
|
¨
|
Smaller reporting company
|
x
|
1.
|
Zeolite
Plus:
|
|
An
oral liquid designed to detoxify the body, support immune system strength
and normalize pH in the body.
|
||
2.
|
2006
Celprotect I:
|
|
Ingestible
tablets designed to eliminate toxins and viruses (e.g., cold sores) and
promote energy.
|
||
3.
|
2007
Celprotect II Bullet Points:
|
|
An
oral liquid designed to stimulate cellular metabolism, neutralize toxins,
assist in avoiding food poisoning, balance cell life and boost
energy.
|
||
4.
|
2006
– 2007 Celprotect I:
|
|
A
kit containing 2006 Celprotect I and 2006 - 2007 Celprotect
II.
|
||
5.
|
CardioSupport:
|
|
An
oral spray designed to promote heart
health.
|
6.
|
Colloidal
Silver:
|
|
An
oral liquid designed to combat bacterial, fungal and viral
infections.
|
||
7.
|
Colostrum:
|
|
An
oral spray designed to promote anti-aging, weight loss and immune system
support.
|
||
8.
|
Deer
Antler Velvet Plus:
|
|
An
oral spray designed to promote white blood cell count and to help the body
handle stress and promote recovery from the effects of injury and
fatigue.
|
||
9.
|
Essential
90+:
|
|
An
oral spray designed to promote overall health.
|
||
10.
|
GlucoBalance:
|
|
An
oral spray designed to maintain proper levels of blood sugar for good
health.
|
||
11.
|
Liver
Support:
|
|
An
oral spray designed to cleanse the liver and rebuild damaged
tissue.
|
||
12.
|
Memory
Plusb:
|
|
An
oral spray designed to overcome the natural processes associated with
aging and enhance healthy cognitive ability.
|
||
13.
|
MSM
(
Methylsulfonymethane):
|
|
An
oral spray designed to rebuild connective tissue and
joints.
|
||
14.
|
Perform
Plus:
|
|
An
oral spray designed to promote endurance, performance and increased
libido.
|
15.
|
Re-Live
Again:
|
|
An
oral spray designed to increase the release of Human Growth Hormone within
the body to increase energy and endurance.
|
||
16.
|
ReishiPlus:
|
|
An
oral spray designed to help lower blood pressure and decrease elevated
cholesterol and triglyceride levels and support the immune
system.
|
||
17.
|
Rooibos
Tea:
|
|
A
popular South African tea believed to promote anti-aging and immune system
health.
|
||
18.
|
Slim’n
Easy:
|
|
An
oral spray designed to promote and sustain weight loss.
|
||
19.
|
Slumber
Plus:
|
|
An
oral spray designed to aid
sleep.
|
20.
|
Spray-EEZE:
|
|
An
oral spray designed to alleviate colds and sore
throats.
|
||
21.
|
Super
Hydro-Oxy:
|
|
An
oral liquid designed to revitalize and detoxify the human
body.
|
||
22.
|
Super
Re-Vitalizer:
|
|
An
oral spray designed to promote overall health.
|
||
23.
|
Super
Silica:
|
|
An
oral liquid designed to support bones, arteries, connective tissue,
healthy hair, skin and nails.
|
||
24.
|
Super
Cal:
|
|
An
oral spray designed to promote bone health.
|
||
25.
|
Vision
Plus:
|
|
An
oral spray designed to nourish the
eyes.
|
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.
|
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
.
|
Perfume set:
A floral
fragrance perfume.
|
10
.
|
Nia 3 Plus 1 Lash &
Line:
Mascara
and eyeliner package containing two items in
each tube: dark brown mascara and navy blue mascara
in one tube and black mascara and black eyeliner in the other
tube.
|
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.
|
Fast Team Plus:
A
fuel additive that acts as a lubricant and cleaning compound and has been
found to significantly improve gas mileage and performance and reduce smog
in all gasoline powered engines.
|
·
|
To
purchase products, customers order on line and send payment for the order
to an off-shore account. EFT International will verify receipt
of payment and notify the appropriate distribution center to ship the
products. Currently, orders are filled primarily through
our subsidiary EFT (HK) Ltd., located in Hong Kong and we do not have any
sales in the United States. We are currently in the process of
establishing operations in other locations around the world, specifically
Europe, Thailand, Vietnam and South America, from which products may also
be shipped if we determine there is sufficient
demand.
|
·
|
Once
orders are placed on-line, EFT International will notify EFT (HK) Ltd.
that payment was received. EFT (HK) Ltd. will notify IFC
(defined below) how much of any particular type of product will be
needed. In most cases, products ordered are shipped directly
from our third party vendor to the distribution center in Hong
Kong. In some cases, however, products are shipped to
California rather than directly to the distribution center in Hong
Kong. As a result some inventory may be maintained
in California but only for a short period of time, generally not to exceed
three months. Any products received in California are subsequently shipped
to Hong Kong for distribution. Vendors are paid for their
products by EFT International.
|
·
|
political and economic
instability in foreign countries, including heightened terrorism and other
security concerns, which could subject imported or exported goods to
additional or more frequent inspections, leading to delays in deliveries
or impoundment of goods, or to an increase in transportation costs of raw
materials or finished
product;
|
·
|
the imposition of regulations and
quotas relating to exports and imports, including quotas imposed by
bilateral agreements between the United States from where we source our
products and foreign countries, including
China;
|
·
|
the imposition of duties, taxes
and other charges on exports and
imports;
|
·
|
significant fluctuation of the
value of the U.S. dollar against the Hong Kong Dollar, Chinese Yuan and
other foreign currencies;
|
·
|
restrictions on the transfer of
funds to or from foreign countries;
and
|
·
|
violations by foreign contractors
of labor and wage standards and resulting adverse
publicity.
|
·
|
payment
of damages, potentially treble damages, if we are found to have willfully
infringed a party’s patent rights;
|
·
|
injunctive
or other equitable relief that may effectively block our ability to
further develop, commercialize and sell products; or
|
|
·
|
we
or our collaborators having to enter into license arrangements that may
not be available on commercially acceptable terms, if at
all.
|
·
|
higher
than expected acquisition and integration
costs;
|
·
|
the
difficulty of integrating the operations and personnel of the acquired
business;
|
·
|
the
potential disruption of our ongoing business, including the diversion of
management time and attention;
|
·
|
the
possible inability to obtain the desired financial and strategic benefits
from the acquisition or investment;
|
·
|
assumption
of unanticipated liabilities;
|
·
|
incurrence
of substantial debt or dilutive issuances of securities to pay for
acquisitions;
|
·
|
impairment
in relationships with key suppliers and personnel of any acquired
businesses due to changes in management and
ownership;
|
·
|
the
loss of key employees of an acquired business;
and
|
·
|
the
possibility of our entering markets in which we have limited prior
experience.
|
•
|
Quarterly
variations in our operating results;
|
|
•
|
Operating
results that vary from the expectations of securities analysts and
investors;
|
|
•
|
Changes
in expectations as to our future financial performance, including
financial estimates by securities analysts and
investors;
|
|
•
|
Reaction
to our earnings releases and conference calls, or presentations by
executives at investor and industry conferences;
|
|
•
|
Changes
in our capital structure;
|
|
•
|
Changes
in market valuations of other internet or online service
companies;
|
|
•
|
Announcements
of innovations or new services by us or our
competitors;
|
|
•
|
Announcements
by us or our competitors of significant contracts, acquisitions, strategic
partnerships, joint ventures or capital commitments;
|
|
•
|
Lack
of success in the expansion of our business operations;
|
|
•
|
Announcements
by third parties of significant claims or proceedings against us or
adverse developments in pending proceedings;
|
|
•
|
Additions
or departures of key personnel;
|
|
• |
Rumors
or public speculation about any of the above
factors; and
|
•
|
Market
and volume fluctuations in the stock markets in
general.
|
Fiscal
Period
|
Low
Bid Price
|
High
Bid Price
|
||||||
2009
|
||||||||
1st
Quarter as of June 30, 2009
|
$ | 3.50 | $ | 3.75 | ||||
2008
|
||||||||
4
th
Quarter Ended March 31, 2009
|
$ | 2.75 | $ | 2.75 | ||||
3rd
Quarter Ended December 31, 2008
|
$ | 3.70 | $ | 3.80 | ||||
2nd
Quarter Ended September 30, 2008
|
$ | 3.90 | $ | 3.95 | ||||
1st
Quarter Ended June 30, 2008
|
$ | 5.25 | $ | 5.25 | ||||
2007
|
||||||||
4th
Quarter Ended March 31, 2008
|
$ | 5.45 | $ | 5.50 | ||||
3rd
Quarter Ended December 31, 2007
|
$ | 4.15 | $ | 4.50 | ||||
2nd
Quarter Ended September 30, 2007
|
N/A | N/A | ||||||
1st
Quarter Ended June 30, 2007
|
N/A | N/A |
For the Fiscal Year Ended
March 31,
|
||||||||
Item:
|
2009
(Unaudited)
|
2008
(Unaudited)
|
||||||
Total
Revenues
|
$ | 12,846,809 | $ | 30,249,302 | ||||
Income
from Continuing Operations
|
$ | 1,590,323 | $ | 20,775,301 | ||||
Income
from Continuing Operations per Common Share
|
$ | 0.03 | $ | 0.37 | ||||
Total
Assets
|
$ | 68,666,322 | $ | 57,427,420 | ||||
Long-Term
Operating leases (2)
|
$ | 413,875 | $ | 487,896 | ||||
Capital
Leases
|
- | - | ||||||
Redeemable
Preferred Stock
|
- | - | ||||||
Cash
Dividends and Declared per Common Share
|
- | $ | 0.31 |
(1)
|
Our
auditors have not audited the contents of this Selected Financial
Table.
|
(2)
|
Consists
of lease obligations for offices in Hong Kong and City of Industry.
California.
|
·
|
discuss
our future expectations;
|
·
|
contain
projections of our future results of operations or of our financial
condition; and
|
·
|
state
other "forward-looking"
information.
|
Payments
due by period
|
||||||||||||||||||||
Total
|
Less
than
1
year
|
1-3
years
|
3-5
years
|
More
than
5
years
|
||||||||||||||||
Long-Term
Debt Obligations
|
- | - | - | - | ||||||||||||||||
Capital
Lease Obligations
|
- | - | - | - | ||||||||||||||||
Operating
Lease Obligations (1)
|
$ | 413,875 | $ | 747,250 | - | - | ||||||||||||||
Purchase
Obligations
|
- | - | - | - | ||||||||||||||||
Other
Long-Term Liabilities Reflected on the Registrant's Balance Sheet under
GAAP
|
- | - | - | - | ||||||||||||||||
Total
|
$ | 413,875 | $ | 747,250 | - | - |
(1)
|
Operating
Lease
|
Year Ending March 31,
|
||||
2010,
four months
|
$ | 40,250 |
Page(s)
|
|
Audited
Consolidated Financial Statements
|
|
Consolidated
Balance Sheets
|
F-2
|
Consolidated
Statements of Operations and Other Comprehensive Income
|
F-3
|
Consolidated
Statements of Changes in Stockholders’ Equity
|
F-4
|
Consolidated
Statements of Cash Flows
|
F-5
|
Notes
to Consolidated Financial Statements
|
F-6
|
As
of March 31,
|
||||||||
2009
(Audited)
|
2008-Restated
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$ | 38,181,837 | $ | 15,165,620 | ||||
Inventories
|
3,908,629 | 2,619,429 | ||||||
Available
for sale securities
|
508,746 | 835,965 | ||||||
Prepaid
expenses
|
2,551,298 | 793,760 | ||||||
Short-term
note receivables – related party
|
4,064,717 | - | ||||||
Total
current assets
|
49,215,227 | 19,414,774 | ||||||
Property
and equipment, net
|
360,156 | 140,106 | ||||||
Other
receivables
|
33,504 | - | ||||||
Investments
|
17,129,314 | - | ||||||
Restricted
cash
|
- | 37,845,432 | ||||||
Loan
to related party
|
1,897,000 | - | ||||||
Security
deposit
|
31,121 | 27,108 | ||||||
|
||||||||
Total
assets
|
$ | 68,666,322 | $ | 57,427,420 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$ | 3,610,195 | $ | 804,041 | ||||
Other
liabilities
|
6,675,552 | 12,787,714 | ||||||
Unearned
revenues
|
1,991,215 | 3,945,805 | ||||||
Deposits
from investors
|
- | 37,845,432 | ||||||
Income
tax payable
|
- | 305,000 | ||||||
Total
current liabilities
|
12,276,962 | 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
March 31, 2009 and 2008
|
760 | 610 | ||||||
Additional
paid in capital
|
52,854,891 | 6,552 | ||||||
Retained
earnings
|
4,023,992 | 1,895,330 | ||||||
Accumulated
other comprehensive loss
|
(490,283 | ) | (163,064 | ) | ||||
Total
stockholders' equity
|
56,389,360 | 1,739,428 | ||||||
Total
liabilities and stockholders' equity
|
$ | 68,666,322 | $ | 57,427,420 |
Year
Ended
|
||||||||
March
31, 2009
(Audited)
|
March 31, 2008 - Restated
(Audited)
|
|||||||
Sales
revenues, net
|
$ | 12,846,809 | $ | 30,249,302 | ||||
Shipping
charge
|
5,657,625 | 10,110,360 | ||||||
18,504,434 | 40,359,662 | |||||||
Cost
of goods sold
|
5,780,447 | 11,423,852 | ||||||
Shipping
cost
|
2,204,502 | 4,467,140 | ||||||
7,984,949 | 15,890,992 | |||||||
Gross
profit
|
10,519,485 | 24,468,670 | ||||||
Selling,
general and administrative expenses
|
8,929,162 | 3,693,369 | ||||||
Net
operating income
|
1,590,323 | 20,775,301 | ||||||
Other
income (expense)
|
||||||||
Interest
income
|
1,246,433 | 275,538 | ||||||
Investment
loss
|
(2,063,686 | ) | - | |||||
Foreign
exchange income
|
723,357 | (4,248 | ) | |||||
Other
income, net
|
634,635 | 54,904 | ||||||
Total
other income
|
540,739 | 326,194 | ||||||
Net
income before income taxes
|
2,131,062 | 21,101,495 | ||||||
Income
taxes
|
2,400 | 305,800 | ||||||
Net
income
|
$ | 2,128,662 | $ | 20,795,695 | ||||
Unrealized
loss on available for sale securities
|
(327,219 | ) | (163,064 | ) | ||||
Comprehensive
income
|
$ | 1,801,443 | $ | 20,632,631 | ||||
Net
income per common share
|
||||||||
Basic
and diluted
|
$ | 0.03 | $ | 0.37 | ||||
Weighted
average common shares outstanding
|
||||||||
Basic
and diluted
|
66,637,448 | 55,350,545 |
Accumulated
|
||||||||||||||||||||||||
Additional
|
Other
|
Total
|
||||||||||||||||||||||
Common
Stock
|
Paid-in
|
Retained
|
Comprehensive
|
Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Income
(Loss)
|
Equity
|
|||||||||||||||||||
BALANCE,
,MARCH 31, 2007
|
52,099,000 | $ | 521 | $ | 4,479 | $ | (374,188 | ) | $ | - | $ | (369,188 | ) | |||||||||||
Issuance
of common stock for services
|
1,201,000 | 12 | 2,150 | - | - | 2,162 | ||||||||||||||||||
Shares
effectively issued to former shareholders as part of the
recapitalization
|
7,722,414 | 77 | (77 | ) | - | - | - | |||||||||||||||||
Net
income
|
- | - | - | 20,795,695 | - | 20,795,695 | ||||||||||||||||||
Dividend
paid
|
- | - | - | (18,526,177 | ) | - | (18,526,177 | ) | ||||||||||||||||
Unrealized
loss on available for sale securities
|
- | - | - | - | (163,064 | ) | (163,064 | ) | ||||||||||||||||
BALANCE,
MARCH 31, 2008 - restated
|
61,022,414 | 610 | 6,552 | 1,895,330 | (163,064 | ) | 1,739,428 | |||||||||||||||||
Shares
effectively issued to former shareholders as part of the
recapitalization
|
66,667 | 1 | (1 | ) | - | - | - | |||||||||||||||||
Shares
issued for service
|
4,084 | - | 16,731 | - | - | 16,731 | ||||||||||||||||||
Shares
issued pursuant to private placement offering-common stock, net of
operating costs
|
14,890,040 | 149 | 43,919,414 | - | 43,919,563 | |||||||||||||||||||
|
||||||||||||||||||||||||
Fair
value of warrants issued with common stock
|
8,912,195 | 8,912,195 | ||||||||||||||||||||||
Net
income
|
2,128,662 | 2,128,662 | ||||||||||||||||||||||
Unrealized
loss on available for sale securities
|
- | - | - | - | (327,219 | ) | (327,219 | ) | ||||||||||||||||
BALANCE,
MARCH 31, 2009
|
75,983,205 | $ | 760 | $ | 52,854,891 | $ | 4,023,992 | $ | (490,283 | ) | $ | 56,389,360 |
Year
Ended
|
||||||||
March
31, 2009
(Audited)
|
March
31, 2008
(Audited)
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$ | 2,128,662 | $ | 20,795,695 | ||||
Adjustments
to reconcile net income to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation
and amortization
|
51,514 | 38,340 | ||||||
Loss
on investment-equity method
|
2,063,686 | - | ||||||
Warranty
liability
|
(33,924 | ) | 36,912 | |||||
Stock
based compensation
|
16,731 | 2,162 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Inventories
|
(1,289,200 | ) | (833,670 | ) | ||||
Prepaid
expenses and other current assets
|
(1,761,551 | ) | (411,560 | ) | ||||
Accounts
payable and accrued liabilities
|
2,806,154 | 497,625 | ||||||
Other
liabilities
|
(6,078,238 | ) | 12,372,996 | |||||
Unearned
revenues
|
(1,954,590 | ) | 1,434,470 | |||||
Income
tax payable
|
(305,000 | ) | 305,000 | |||||
Net
cash provided by operating activities
|
(4,355,756 | ) | 34,237,970 | |||||
Cash
flows from investing activities:
|
||||||||
Additions
to fixed assets
|
(305,068 | ) | (101,706 | ) | ||||
Note
receivables – related party
|
(5,961,717 | ) | - | |||||
Investment
|
(19,193,000 | ) | - | |||||
Purchase
of available for sale securities
|
- | (999,029 | ) | |||||
Net
cash (used in) investing activities
|
(25,459,785 | ) | (1,100,735 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Restricted
cash
|
- | (37,845,432 | ) | |||||
Proceeds
from investor deposits
|
- | 37,845,432 | ||||||
Proceeds
from issuance of stock and warrants
|
52,831,758 | - | ||||||
Payment
of dividends
|
- | (18,526,177 | ) | |||||
Net
cash provided by (used in) financing activities
|
52,831,758 | (18,526,177 | ) | |||||
Net
increase (decrease) in cash
|
23,016,217 | 14,611,058 | ||||||
Cash,
beginning of period
|
15,165,620 | 554,562 | ||||||
Cash,
end of period
|
$ | 38,181,837 | $ | 15,165,620 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Interest
paid in cash
|
$ | - | $ | - | ||||
Income
taxes paid in cash
|
$ | 2,400 | $ | 800 | ||||
Non-cash
investing and financing activities:
|
||||||||
Unrealized
loss on available for sale securities
|
$ | 327,219 | $ | 163,064 | ||||
Fixed
assets sold with receivable
|
$ | 33,504 | $ | - | ||||
Release
of cash from restriction
|
$ | 37,845,432 | $ | - |
Machinery
& equipment
|
3
years
|
Computers
& office equipment
|
3
years
|
Automobile
|
5
years
|
Products
sold for
|
|
0-2
months
|
2%
of cost
|
3-4
months
|
1.5%
of cost
|
5-6
months
|
1%
of cost
|
Products sold for
|
|
0-2
months
|
2%
of cost
|
3-4
months
|
1.5%
of cost
|
5-6
months
|
1%
of cos
t
|
For
the year ended
|
For
the year ended
|
|||||||
|
March
31, 2009
|
March
31, 2008
|
||||||
Weighted-average
warrants outstanding
|
6,159,989 | - | ||||||
Total
|
6,159,989 | - |
For the Years
ended
March 31,
|
||||||||
2009
|
2008
|
|||||||
Historical
Numerator:
|
||||||||
Net Income
|
$ | 2,128,662 | $ | 20,795,695 | ||||
Denominator:
|
||||||||
Weighted-average shares used for
basic net income per share
|
66,637,448 | 55,350,545 | ||||||
Effect of common stock
equivalents
|
|
|
||||||
Weighted-average shares used for
diluted net (loss) per share
|
66,637,448 | 55,350,545 | ||||||
Basic and diluted net income per
share
|
$ | 0.03 | $ | 0.37 | ||||
Diluted net income per
share
|
$ | 0.03 | $ | 0.37 |
March
31, 2009
|
March
31, 2008
|
|||||||||||||||||||||||
Fair
Value
|
Cost
|
Unrealized
(Loss)
|
Fair
Value
|
Cost
|
Unrealized
(Loss)
|
|||||||||||||||||||
Available
for sale securities
|
$ | 508,746 | $ | 999,029 | $ | (490,283 | ) | $ | 835,965 | $ | 999,029 | $ | (163,064 | ) | ||||||||||
Total
|
$ | 508,746 | $ | 999,029 | $ | (490,283 | ) | $ | 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
|
$ | 508,746 | $ | - | $ | - | $ | 508,746 | ||||||||
Total
assets measured at fair value
|
$ | 508,746 | $ | - | $ | - | $ | 508,746 |
March
31,
|
||||||||
2009
|
2008
|
|||||||
Automobile
|
$ | 1 54 , 724 | $ | 176,384 | ||||
Furniture and
fixture
|
12,278 | - | ||||||
Computer
equipment
|
26 , 373 | 22,068 | ||||||
Machinery and
equipment
|
6 , 405 | 15,959 | ||||||
Leasehold
improvement
|
262,679 | - | ||||||
462,459 | 214,411 | |||||||
Less: Accumulated
depreciation
|
(102,303 | ) | (74,305 | ) | ||||
$ | 360,156 | $ | 140,106 |
March
31,
|
March
31,
|
|||||||
2009
|
2008
|
|||||||
49%
equity interest (a)
|
$ | 19,193,000 | $ | — | ||||
Equity
investment loss
|
2,063,686 | - | ||||||
$ | 17129,314 | - |
Excalibur
International Marine Corp.
Shareholders’
List
|
|||||||
Shareholders’
Name
|
#
of shares
|
%
|
|||||
1
|
EFT
Investment Co. Ltd
|
585,677,500
|
48.81
|
%
|
|||
2
|
Lu,
TsoChun
|
100,000,000
|
8.33
|
%
|
|||
3
|
Chiao,
Jen-Ho
|
82,000,000
|
6.83
|
%
|
|||
5
|
Lin,
Ming-i
|
51,700,000
|
4.31
|
%
|
|||
4
|
Ms.
Ku
|
50,000,000
|
4.17
|
%
|
|||
6
|
Yeuh-Chi
Liu
|
47,660,000
|
3.97
|
%
|
|||
7
|
Steve
Hsiao
|
46,392,500
|
3.87
|
%
|
|||
8
|
Wen
Investment
|
40,000,000
|
3.33
|
%
|
|||
Others
|
196,570,000
|
16.38
|
% | ||||
Total
|
1,200,000,000
|
100
|
%
|
March
31,
|
||||||||
2009
|
2008
|
|||||||
Commission
payable
|
$ | 5,977,969 | $ | 12,028,644 | ||||
Payroll
liabilities
|
645,900 | 671,409 | ||||||
Warranty
liability
|
51,683 | 85,608 | ||||||
Other
|
- | 2,053 | ||||||
$ | 6,675,552 | $ | 12,787,714 |
Years
Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Current:
|
||||||||
Domestic
|
$ | 2,400 | $ | 305,800 | ||||
Foreign
|
- | - | ||||||
Deferred
|
- | - | ||||||
Income
tax expenses
|
$ | 2,400 | $ | 305,800 |
Years
Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Income
tax at U.S. statutory rate
|
$ | 788,493 | $ | 7,807,553 | ||||
State
tax
|
2,400 | 800 | ||||||
Indefinitely
invested earnings of foreign subsidiaries
|
(819,633 | ) | (7,516,351 | ) | ||||
Nondeductible
expenses
|
31,140 | 13,798 | ||||||
$ | 2,400 | $ | 305,800 | |||||
Effective
tax rate
|
0 | % | 1 | % |
Years Ended
|
||||||||
March 31,
|
||||||||
2009
|
2008
|
|||||||
Warranty
liability at beginning of year
|
$ | 85,608 | $ | 48,696 | ||||
Costs
accrued
|
(33,924 | ) | 36,912 | |||||
Service
obligations honored
|
- | - | ||||||
Warranty
liability at end of year
|
$ | 51,684 | $ | 85,608 | ||||
Current
portion
|
$ | 51,684 | $ | 85,608 | ||||
Non-current
portion
|
- | - | ||||||
Warranty
liability at end of year
|
$ | 51,684 | $ | 85,608 |
Year Ending March 31,
|
||||
2010,
four months
|
$ | 40,250 |
As of March 31,
|
||||||||
2008
|
2008
|
|||||||
restated
|
original
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash and cash
equivalents
|
$ | 15,165,620 | $ | 15,165,620 | ||||
Inventories
|
2,619,429 | 2,619,429 | ||||||
Available for sale
securities
|
835,965 | 835,965 | ||||||
Prepaid
expenses
|
793,760 | 793,760 | ||||||
Total current
assets
|
19,414,774 | 19,414,774 | ||||||
Property, plant and equipment,
net
|
140,106 | 140,106 | ||||||
Restricted
cash
|
37,845,432 | 37,845,432 | ||||||
Securtiy
deposit
|
27,108 | 27,108 | ||||||
Total
assets
|
$ | 57,427,420 | $ | 57,427,420 | ||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
Current
liabilities
|
||||||||
Accounts payable and accrued
expenses
|
$ | 804,041 | $ | 804,041 | ||||
Other
liabilities
|
12,787,714 | 12,787,714 | ||||||
Unearned
revenues
|
3,945,805 | 3,945,805 | ||||||
Deposits from
investors
|
37,845,432 | 37,845,432 | ||||||
Income tax
payable
|
305,000 | 305,000 | ||||||
Total current
liabilities
|
55,687,992 | 55,687,992 | ||||||
Stockholders' equity
(deficit)
|
||||||||
Preferred stock, $0.001 par value,
25,000,000 shares authorized, none issued and
outstanding
|
- | - | ||||||
Common stock, $0.00001 par value,
4,975,000 authorized, 61,022,414 and 52,099,000 shares issued and
outstanding at March 31, 2008 and 2007
|
610 | 6,102 | ||||||
Additional paid in
capital
|
6,552 | 1,060 | ||||||
Retained earnings
(deficit)
|
1,895,330 | 1,895,330 | ||||||
Accumulated other comprehensive
loss
|
(163,064 | ) | (163,064 | ) | ||||
Total stockholders'
equity
|
1,739,428 | 1,739,428 | ||||||
Total liabilities and
stockholders' equity
|
$ | 57,427,420 | $ | 57,427,420 |
Year
Ended
|
||||||||
March
31,
2008
|
March
31,
2008
|
|||||||
restated
|
original
|
|||||||
Sales revenues,
net
|
$ | 30,249,302 | $ | 30,249,302 | ||||
Shipping
charge
|
10,110,360 | 10,110,360 | ||||||
40,359,662 | 40,359,662 | |||||||
Cost of goods
sold
|
11,423,852 | 11,423,852 | ||||||
Shipping
costs
|
4,467,140 | 4,467,140 | ||||||
15,890,992 | 15,890,992 | |||||||
Gross
profit
|
24,468,670 | 24,468,670 | ||||||
Selling, general and
administrative expenses
|
3,693,369 | 3,693,369 | ||||||
Net operating
income
|
20,775,301 | 20,775,301 | ||||||
Other income
(expense)
|
||||||||
Interest
income
|
275,538 | 275,538 | ||||||
Foreign exchange
loss
|
(4,248 | ) | (4,248 | ) | ||||
Other expense,
net
|
54,904 | 54,904 | ||||||
Total other
income
|
326,194 | 326,194 | ||||||
Net income before income
taxes
|
21,101,495 | 21,101,495 | ||||||
Income
taxes
|
305,800 | 305,800 | ||||||
Net income
|
$ | 20,795,695 | $ | 20,795,695 | ||||
Unrealized loss on available for
sale securitities
|
(163,064 | ) | (163,064 | ) | ||||
Comprehensive
income
|
$ | 20,632,631 | $ | 20,632,631 | ||||
Net income per common
shares
|
||||||||
Basic and
diluted
|
$ | 0.37 | $ | 0.34 | ||||
Weighted average common shares
outstanding
|
||||||||
Basic and
diluted
|
55,350,545 | 60,277,531 |
Accumulated
|
Accumulated
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
|
Other
|
Other
|
Total
|
Total
|
|||||||||||||||||||||||||||||||||||||||||||
Additional
|
Additional
|
|
|
Comprehensive
|
Comprehensive
|
Stockholders'
|
Stockholders'
|
|||||||||||||||||||||||||||||||||||||||||
Shares
|
Shares
|
Amount
|
Amount
|
Paid-in
Capital
|
Paid-in
Capital
|
Retained
Earnings
|
Retained
Earnings
|
Income
(loss)
|
Income
(loss)
|
Equity
(Deficit)
|
Equity
(Deficit)
|
|||||||||||||||||||||||||||||||||||||
restated
|
original
|
restated
|
original
|
restated
|
original
|
restated
|
original
|
restated
|
original
|
restated
|
original
|
|||||||||||||||||||||||||||||||||||||
BALANCE,
APRIL 1, 2006
|
52,099,000 | 59,821,414 | $ | 521 | $ | 5,982 | $ | 4,479 | $ | (982 | ) | $ | 1,563 | $ | 1,563 | $ | - | $ | - | $ | 6,563 | $ | 6,563 | |||||||||||||||||||||||||
Net
income
|
- | - | - | - | - | - | 10,063,293 | 10,063,293 | - | - | 10,063,293 | 10,063,293 | ||||||||||||||||||||||||||||||||||||
Dividend
paid
|
- | - | - | - | - | - | (10,439,044 | ) | (10,439,044 | ) | - | - | (10,439,044 | ) | (10,439,044 | ) | ||||||||||||||||||||||||||||||||
BALANCE,
MARCH 31, 2007
|
52,099,000 | 59,821,414 | 521 | 5,982 | 4,479 | (982 | ) | (374,188 | ) | (374,188 | ) | - | - | (369,188 | ) | (369,188 | ) | |||||||||||||||||||||||||||||||
Issuance
of common stock for services
|
1,201,000 | 1,201,000 | 12 | 120 | 2,150 | 2,042 | - | - | - | - | 2,162 | 2,162 | ||||||||||||||||||||||||||||||||||||
Shares
effectively issued to former sharholders as part of the
recapitalization
|
7,722,414 | - | 77 | - | (77 | ) | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
Net
income
|
- | - | - | - | - | - | 20,795,695 | 20,795,695 | - | - | 20,795,695 | 20,795,695 | ||||||||||||||||||||||||||||||||||||
Dividend
paid
|
- | - | - | - | - | - | (18,526,177 | ) | (18,526,177 | ) | - | - | (18,526,177 | ) | (18,526,177 | ) | ||||||||||||||||||||||||||||||||
Unrealized
loss on available for sale
securities
|
- | - | - | - | - | - | - | - | (163,064 | ) | (163,064 | ) | (163,064 | ) | (163,064 | ) | ||||||||||||||||||||||||||||||||
BALANCE,
MARCH 31, 2008
|
61,022,414 | 61,022,414 | $ | 610 | $ | 6,102 | $ | 6,552 | $ | 1,060 | $ | 1,895,330 | $ | 1,895,330 | $ | (163,064 | ) | $ | (163,064 | ) | $ | 1,739,428 | $ | 1,739,428 |
●
|
Pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the Registrant’s
assets;
|
●
|
Provide reasonable assurance that
transactions are recorded as necessary to permit preparation of the
financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures are being made only in
accordance with authorizations of management and the board of directors;
and
|
●
|
Provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the Registrant’s assets that could have a material
effect on the financial
statements.
|
Name:
|
Age:
|
Title:
|
Director
Since:
|
|||
Jack Jie
Qin
|
49
|
President, Chief Executive Officer
and Chairman
(Principal Executive
Officer)
|
November
2007
|
|||
Sharon Tang
|
51
|
Chief Financial
Officer
(Principal Financial and
Accounting Officer)
|
—
|
|||
George W.
Curry
|
64
|
Chief Marketing Officer and
Director
|
November
2007
|
1.
|
A conviction in a criminal
proceeding or named as a defendant in a pending criminal proceeding
(excluding traffic violations and other minor
offenses);
|
2.
|
The entry of an order, judgment or
decree, not subsequently reversed, suspended or vacated, by a court of
competent jurisdiction that permanently or temporarily enjoined, barred,
suspended or otherwise limited such person’s involvement in any type of
business, securities, commodities, or banking
activities;
|
3.
|
A finding or judgment by a court
of competent jurisdiction (in a civil action), the Securities and Exchange
Commission, the Commodity Futures Trading Commission, or a state
securities regulator of a violation of federal or state securities or
commodities law, which finding or judgment has not been reversed,
suspended, or vacated; or
|
4.
|
The entry of an order by a
self-regulatory organization that permanently or temporarily barred,
suspended or otherwise limited such party’s involvement in any type of
business or securities
activities.
|
Name
and
Principal
Position
|
Fiscal
Year
Ended
March
31,
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-
Equity
Plan
Comp
|
Non-
Equity
Incentive
Comp
|
Non-
Qualified
Comp
Earnings
|
Other
Comp
|
Total
|
||||||||||||||||||||||||||||
Jack
Jie Qin (President, CEO and Chairman)
(Principal
Executive Officer)
|
2009
|
$ | 300,000 | (1) | $ | 0 | $ | 1 | (2) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 300,001 | |||||||||||||||||
2008
|
$ | 300,000 | (1) | $ | 0 | $ | 1 | (2) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 300,001 | ||||||||||||||||||
Sharon
Tang
(Chief
Financial Officer)
(Principal
Financial and Accounting Officer)(3)
|
2009
|
$ | 120,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 120,000 | |||||||||||||||||||
2008
|
$ | 120,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 120,000 | ||||||||||||||||||||
Dr.
Joseph B. Williams
(Former
Chief Administrative Officer, Secretary and Director
(8)
|
2009
|
$ | 100,000 | $ | 0 | $ | 300 | (5) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 100,300 | ||||||||||||||||||
2008
|
$ | 100,000 | $ | 0 | $ | 300 | (5) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 100,300 | |||||||||||||||||||
George
Curry
(Chief
Marketing Officer)
|
2009
|
$ | 0 | $ | 0 | $ | 300 | () | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 300 | ||||||||||||||||||
2008
|
$ | 0 | $ | 0 | $ | 300 | () | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 300 | |||||||||||||||||||
Jun
Qin Liu
(Former
Operations Manager and Director)(6)
|
2009
|
$ | 120,000 | $ | 0 | $ | 300 | (5) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 120,300 | ||||||||||||||||||
2008
|
$ | 120,000 | $ | 0 | $ | 300 | (5) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 120,300 | |||||||||||||||||||
Tony
So
(Former
Treasurer) (7)(8)
|
2009
|
$ | 100,000 | $ | 0 | $ | 300 | (4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 100,000 | ||||||||||||||||||
2008
|
$ | 100,000 | $ | 0 | $ | 300 | (4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 100,000 |
(1)
|
Accrued
compensation
|
(2)
|
1,000 shares at $0.0018 per share.
Share price is based on estimate fair market price on the grant
date.
|
(3)
|
Ms. Tang commenced serving as the
Company’s Chief Financial Officer on June 1,
2008.
|
(4)
|
Dr. Williams served as our Chief
Administrative Officer and Secretary from June 2008 to February 6,
2009 and as a Director from November 2007 to February 6,
2009. Dr. Williams served as our Chief Financial Officer
(Principal Financial Officer) from February 2008 to June
2008. Before his employment with the Registrant, Mr. Williams
served as a consultant for the Registrant for seven months in the fiscal
year ended March 31, 2008.
|
(5)
|
300,000 shares at $0.001 per
share. Share price is based on estimated fair market price on the grant
date.
|
(6)
|
Ms. Liu resigned as the
Registrant’s Operations Manager and a Director effective December 2,
2008.
|
(7)
|
Tony So resigned from the
Registrant in September
2008.
|
(8)
|
From June 1, 2007 to December 31,
2007, we retained Dr. Williams and Mr. So as consultants at an
annual salary of $120,000 each. As of January 1, 2008, Dr.
Williams and Mr. So became officers of the Registrant at a monthly salary
of $10,000 each. Mr. So resigned in September of 2008 and Dr.
Williams resigned in February of
2009.
|
Name of Beneficial Owners
|
|
Number of
Shares
Beneficially
Owned
|
|
|
Percent of
Shares
Outstanding
|
|
||
(1)
|
(2)
|
|||||||
Jack
Jie Qin
—President,
Chief Executive Officer and Chairman
(Principal
Executive Officer)
|
1,000
|
*
|
||||||
Sharon
Tang
—Chief
Financial Officer
(Principal
Financial Officer)
|
0
|
—
|
||||||
George
W. Curry
—Chief
Marketing Director
|
300,000
|
*
|
||||||
Dr.
Joseph B. Williams
—Former
Chief Administrative Officer and Director (3)
|
300,000
|
*
|
||||||
Tony
So
—Former
Treasurer (4)
|
300,000
|
*
|
||||||
Jun
Qin Liu
—Former
Operations Manager and Director (5)
|
300,000
|
*
|
||||||
Dragon
Win Management, Ltd. (6)
Palm
Grove Houses,
P.O.
Box 438
Road
Town, Tortola
British
Virgin Islands
|
52,099,000
|
68.57
|
%
|
|||||
Greenstone
Holdings, Inc. (7)
48
Wall Street, 11
th
Floor
New
York, NY 10005
|
4,000,000
|
5.26
|
%
|
|||||
All
Current and Former Officers and Directors as a group (4
persons)
|
1,201,000
|
1.58
|
%
|
|
(1)
|
As used herein, the term
beneficial ownership with respect to a security is defined by Rule 13d-3
under the Securities Exchange Act of 1934, as amended, as consisting of
sole or shared voting power (including the power to vote or direct the
vote) and/or sole or shared investment power (including the power to
dispose or direct the disposition of) with respect to the security through
any contract, arrangement, understanding, relationship or otherwise,
including a right to acquire such power(s) during the next 60 days. Unless
otherwise noted, beneficial ownership consists of sole ownership, voting
and investment rights.
|
|
(2)
|
Based on 75,983,205 shares of
common stock issued and outstanding as of the date of this annual
report.
|
|
|
|
(3)
|
Dr. Williams served as our Chief
Administrative Officer and Secretary from June 2008 to February 6,
2009 and as a Director from November 2007 to February 6,
2009. Dr. Williams served as our Chief Financial Officer
(Principal Financial Officer) from February 2008 to June
2008. Before his employment with the Registrant, Mr. Williams
served as a consultant for the Registrant for seven months in the fiscal
year ended March 31, 2008.
|
|
|
|
(4)
|
Tony So resigned from the
Registrant in September
2008.
|
|
|
|
(5)
|
Ms. Jin Qin Liu resigned from the
Registrant on December 2,
2008.
|
|
|
|
(6)
|
On or around November,
2007, the owner of Top Capital International Limited, EFT International
Limited, and EFT (HK) Limited (collectively, the “Offshore Operating
Entities”), reached an agreement in principle with the Registrant to
transfer, sell and assign, with exception of certain assets, the entire
business operations of these Offshore Operating Entities to EFT Limited,
in exchange for shares of common stock of the Registrant following the
share exchange between the Registrant and EFT BioTech, the parent of EFT
Limited.
|
|
|
|
In
consideration for the ownership transfer of the Offshore Operating
Entities, 52,099,000 shares of common stock were issued to Dragon Win
Management Limited, a British Virgin Islands company. The board
of directors of Dragon Win has voting and dispositive control of the
Registrant’s common stock held by Dragon Win. Ning-Sheng Cai
and Xiao-Bao Hu are currently the two directors of Dragon
Win.
|
|
|
|
(7)
|
Wallace Gaikus and Peter Lau have
voting and dispositive control of Greenstone Holdings,
Inc.
|
For Fiscal Year Ended March
31,
|
Amount
|
Auditor
|
|||
2009
|
$ | 0 |
Weinberg & Company,
P.A.
|
||
2009
|
$ | 84,500 |
Child, Van Wagoner & Bradshaw,
PLLC
|
||
2008
|
$ | 135,000 |
Child, Van Wagoner & Bradshaw,
PLLC
|
For Fiscal Year Ended March
31,
|
Amount
|
Auditor
|
|||
2009
|
$ | 0 |
Weinberg & Company,
P.A.
|
||
2009
|
$ | 25,500 |
Child, Van Wagoner & Bradshaw,
PLLC
|
||
2008
|
$ | 23,500 |
Child, Van Wagoner & Bradshaw,
PLLC
|
For Fiscal Year Ended March
31,
|
Amount
|
Auditor
|
|||
2009
|
$ | 0 |
Weinberg & Company,
P.A.
|
||
2009
|
$ | 0 |
Child, Van Wagoner & Bradshaw,
PLLC
|
||
2008
|
$ | 0 |
Child, Van Wagoner & Bradshaw,
PLLC
|
For Fiscal Year Ended March
31,
|
Amount
|
Auditor
|
|||
2009
|
$ | 0 |
Weinberg & Company,
P.A.
|
||
2009
|
$ | 0 |
Child, Van Wagoner & Bradshaw,
PLLC
|
||
2008
|
$ | 18,953 |
Child, Van Wagoner & Bradshaw,
PLLC
|
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(1)
|
Certificate of Amendment,
effective November 7, 2007, to the Articles of Incorporation of
HumWare Media Corporation
|
|
3.2(3)
|
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(3)
|
Share Exchange Agreement, dated as
of the 1st 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(2)
|
Subscription Agreement for Units
in connection with the Registrant’s Regulation S Private
Placement
|
|
10.3(3)
|
Employment Agreement, dated May
10, 2008, between EFT BioTech Holdings, Inc. and Sharon
Tang
|
|
10.4
|
$5,000,000
Loan Agreement (the “Agreement”), dated October 25, 2008, between the EFT
Biotech Holdings, Inc. (as the Lender), EFT Investment Co., LTD., and
Excalibur International Marine Corporation (as the
Borrower).
|
|
10.5
|
First Extension of $5,000,000
Loan, dated November 25, 2008
|
|
10.6
|
Second Extension of $500,000 Loan,
dated May 25, 2009
|
|
10.7
|
$2,000,000
Loan Agreement (the “Agreement”) and promissory note , dated October 25,
2008, between the EFT Biotech Holdings, Inc. (as the Lender),
EFT Investment Co., LTD., and Excalibur International Marine Corporation
(as the Borrower).
|
|
10.8
|
First Extension of $2,000,000
Loan, dated November 25, 2008
|
|
10.9
|
Second Extension of $2,000,000
Loan, dated May 25, 2009
|
|
14.1(3)
|
Code of
Ethics
|
|
14.2(3)
|
Code of Business
Conduct
|
|
16.1(4)
|
Letter of
Weinberg &
Company P.A., dated April 21, 2009
|
|
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 Jack Jie Qin,
Principal Executive 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.
|
|
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.
|
(2)
|
Filed as an exhibit to Form 10-Q
for the quarter ended December 31, 2008 (File No.: 001-34222) filed with
the SEC on February 13, 2009 and incorporated by reference
herein.
|
(3)
|
Filed as an Exhibit to Amendment
No. 1 to Form 10 (File No.: 001-34222) filed with the SEC on April 13,
2009 and incorporated by reference
herein.
|
(4)
|
Filed
as an Exhibit to Amendment No. 2 to Form 10 (File No.: 001-34222) filed
with the SEC on April 21, 2009 and incorporated by reference
herein.
|
Date:
July 17,
2009
|
EFT BIOTECH HOLDINGS,
INC.
|
|
By:
|
/s/ Jack Jie
Qin
|
|
Name: Jack Jie
Qin
Title: President, Chief Executive
Officer and Chairman
(Principal Executive
Officer)
|
Signature
|
Title
|
Date
|
||
/s/ Jack Jie
Qin
|
July 17,
2009
|
|||
Jack Jie
Qin
|
President, Chief Executive Officer
and
Chairman (Principal Executive
Officer)
|
|||
/s/ Sharon
Tang
|
Chief Financial
Officer
(Principal Financial and
Accounting Officer)
|
July 17,
2009
|
||
Sharon Tang
|
||||
/s/ George W.
Curry
|
Chief Marketing Officer and
Director
|
July 17,
2009
|
||
George W.
Curry
|
By:
|
/s/ Jen-Ho
Chiao
Jen-Ho Chiao,
Chairman
|
By:
|
/s/ Jack
Qin
Jack Qin, President and
CEO
|
-
|
Pursuant
to the Board’s resolution, Lender has approved Borrower’s loan originally
dated November 25, 2008. Lender’s approval of Borrower’s loan under this
Agreement are made on reliance that borrower will pay back upon secure a
loan from local banks in Taiwan. By executing this Agreement the Borrower
represents under penalty of perjury are true and accurate in all
respects.
|
-
|
Lender
agreed to loan (the “Loan”), dated November 25, 2008, to Borrower, via its
Subsidiary, the Lender’s wholly owned subsidiary, in the amount of US Five
Hundred Thousand Dollars (
US$500,000
), evidenced
by a Promissory Note (the “Promissory Note”) attached hereto as
Exhibit A.
|
-
|
Pursuant
to the Board’s resolution, Lender has approved to extend the Loan due at
December 25, 2008 to May 25, 2009 under this
Agreement.
|
|
A.
|
The
Borrower agrees to establish on its books a separate account for this
Loan. This account shall be maintained, and is subject to review and audit
by Lender, as long as the Loan obligation remains
unsatisfied.
|
|
B.
|
The
Borrower further agrees to maintain records that accurately and fully show
the date, amount, purpose, and payee of all expenditures drawn on said
account for three (3) years after the date Lender determines this Loan is
repaid in full.
|
|
C.
|
The
Borrower further agrees to allow Lender, or its designated
representatives, on written request, to have reasonable access to, and the
right of inspection of, all books and records that pertain to the Loan
account.
|
|
A.
|
In
the event of any default or breach of this Agreement by the Borrower,
Lender, without limiting any of its other legal rights or remedies, may
accelerate the Loan and declare any remaining unpaid principal balance,
along with accrued interest and late fees, immediately due and payable, as
provided in the Promissory Note evidencing this
Loan.
|
|
B.
|
In
the event of any default or breach of this Agreement by the Borrower,
Lender shall have priority right above any secured or unsecured creditor
to declare any remaining unpaid principal balance, along with accrued
interest and late fees, immediately due and payable, as provided in the
Promissory Note evidencing this
Loan.
|
|
A.
|
Indemnification
by Borrower
|
|
The
Borrower agrees to indemnify, defend, and save harmless Lender and its
officers, agents, and employees from any and all claims, losses, or costs
(including reasonable attorney fees) arising out of, resulting from, or in
any way connected with the Loan or this Agreement, or the financing or the
operation of the business financed with the
Loan.
|
|
B.
|
Independent
Capacity
|
|
D.
|
Assignment
|
|
Without
the written consent of Lender, this Agreement is not assignable or
transferable by Borrower either in whole or in part. Lender may assign its
rights under this Agreement for security purposes, and in such event the
assignee of this Agreement
shall be
entitled to enforce the provisions hereof and shall be a third party
beneficiary of this Agreement.
|
|
E.
|
Amendment
|
|
No
amendment or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the parties hereto, and no oral
understanding or agreement not incorporated herein shall be binding on any
of the parties hereto.
|
|
G.
|
Severability
|
|
In
the event that any provision of this Agreement is unenforceable or held to
be unenforceable, then the parties agree that all other provisions of this
Agreement continue to have force and effect and shall not be affected
thereby.
|
|
H.
|
Governing
Law and Venue
|
|
This
Agreement is governed by and shall be interpreted in accordance with the
laws of the State of California. Venue shall be in Los Angeles County. In
any contest arising under the Loan Documents, Lender and the Borrower
agree to waive a trial by jury.
|
|
I.
|
Borrower
Authorization
|
|
The
Borrower certifies that it has full power and authority to enter into this
Agreement and this Agreement has been duly authorized, executed and
delivered by the Borrower. The Borrower acknowledges that the resolution
of its governing body
or other official
action
authorizing it to enter into this Agreement also authorizes
such further acts as are necessary, including execution of the Promissory
Note as well as Security Agreement, if any, to implement and further the
intent of this Agreement.
|
Lender
|
Borrower
|
||
/s/ Jack Qin | /s/ Jen-Ho Chiao | ||
Jack Qin |
Jen-Ho
Chiao
|
||
Executive Director |
Chairman
|
||
Subsidiary | |||
/s/ Jack Qin | |||
Jack
Qin
|
|||
Director
|
1.
|
For
value received, the undersigned, (hereinafter referred to as the
“Borrower”), promises to pay to the order of the EFT Investment Co., LTD,
a wholly owned subsidiary of EFT BioTech Holdings, Inc. (hereinafter
referred to as “Lender”), at its principal place of business at
929 Radecki Court, City of Industry, California 91748, or at such other
place as Lender may designate, the principal sum of US Five Hundred
Thousand Dollars (
US$500,000
) or such
lesser amount as shall equal the aggregate amount disbursed to the
Borrower by Lender pursuant to the Agreement between the Borrower and
Lender, together with interest thereon at the rate of
3.75%
percent
per month on the unpaid principal balance, computed from the date of each
disbursement to the Borrower, until the Loan is repaid by the Borrower.
Principal, together with interest thereon, is due and payable at the end
of the loan terms, until said principal and interest shall be paid in
full.
|
2.
|
The
Borrower may prepay this Promissory Note in full or in part, without
penalty. Any partial prepayment will not excuse any later scheduled
payments until the Loan is paid in full. Prepayments shall be applied
first to the payment of any outstanding late fees, then to interest and
then to principal installments.
|
3.
|
On
the occurrence of any event of default, as defined in paragraph
4
of this
Promissory Note, Lender, at its sole election, may take any or all of the
following actions:
|
|
A.
|
Declare
all or any portion of the principal balance, along with accrued interest
and late fees, under this Promissory Note to be immediately due and
payable and may proceed to enforce this Promissory Note, upon the
expiration of not less than thirty (30) days after the date written notice
of Lender’s decision to accelerate is sent to Borrower. All amounts due
after acceleration shall bear interest at the rate of ten percent (10%)
per annum. Lender may exercise this option to accelerate during any
default by Borrower regardless of any prior
forbearance.
|
|
B.
|
Require
Borrower to take any and all action necessary, as security for the loan,
to provide the Vessel as collateral under duly executed security documents
and agrees to be bound by the terms contained therein to Lender as the
Secured Party.
|
|
C.
|
Exercise
all of its rights and remedies enumerated herein, which rights are in
addition to and not in limitation of any other rights Lender may have
under the Agreement and applicable
law.
|
4.
|
Each
of the following events and conditions shall constitute an event of
default under this Promissory Note and the
Agreements:
|
|
A.
|
Failure
of the Borrower to repay any principal, accrued interest, and late fees,
if applicable, when due under the terms of this Promissory
Note.
|
|
B.
|
Failure
of the Borrower to comply with, and satisfy, all the terms, conditions,
and obligations, required by the Loan Agreement as a condition for this
Loan.
|
|
C.
|
Termination
of the Loan Agreement pursuant to the terms thereof or breach by the
Borrower of any terms or conditions of said Loan
Agreement.
|
|
D.
|
Failure
of the Borrower to obtain and maintain insurance for the
vessel.
|
|
E.
|
Occurrence
of: (1) the Borrower becoming insolvent or bankrupt or being unable
or admitting in writing its inability to pay its debts as they mature or
making a general assignment for the benefit of or entering into any
composition or arrangement with creditors; (2) proceedings for the
appointment of a receiver, trustee, or liquidator of the assets of the
Borrower or a substantial part thereof, being authorized or instituted by
or against the Borrower; (3) proceedings under any bankruptcy,
reorganization, readjustment of debt, insolvency, dissolution, liquidation
or other similar law, or any jurisdiction being authorized or instituted
against the Borrower; or (4) the Borrower ceases operations, is dissolved,
or terminates its existence.
|
|
F.
|
Discovery
of any false or misleading statement, warranty, representation, or fact,
whether or not contained in any other Loan Documents, that when made or
furnished to the Lender by or on behalf of the Borrower was relied upon
by Lender and induced it to extend the Loan to
Borrower.
|
5.
|
No
delay or failure of Lender in the exercise of any right or remedy
hereunder or under any other agreement which secures or is related hereto
shall affect any such right or remedy, and no single or partial exercise
of any such right or remedy shall preclude any further exercise thereof,
and no action taken or omitted by Lender shall be deemed a waiver of any
such right or remedy.
|
6.
|
Any
notice required to be given to the Borrower hereunder shall be sent to the
address shown on the Loan Agreement, or at such other address as the
Borrower shall designate in writing to Lender. Notice to either party may
be given using the following delivery methods: U.S. Mail, overnight mail,
or personal delivery, providing evidence of receipt, to the respective
parties identified in this Agreement. Delivery by fax or e-mail is not
considered notice for the purposes of this Promissory
Note.
|
7.
|
Borrower
agrees to pay all costs and expenses, including reasonable attorney fees,
which may be incurred by Lender in the enforcement and defense of the Loan
Agreement, including such costs and expenses incurred in any
appeal.
|
8.
|
This
Promissory Note shall be binding upon the Borrower and its permitted
successors and assigns and upon Lender and its permitted successors and
assigns. Without the written consent of Lender, this Promissory Note is
not assignable or transferable by Borrower either in whole or in part.
Lender may assign its rights under this Promissory Note for security
purposes, and in such event the assignee of this Promissory Note
shall be entitled to enforce the
provisions hereof and shall be a third party beneficiary of this
Promissory Note.
|
9.
|
This
Promissory Note shall be construed and enforced in accordance with the
laws of the State of California.
|
Excalibur International Marine
Corporation
|
|
Borrower
|
|
Jen-Ho Chiao
|
|
Name
of Authorized Representative
|
|
/s/ Jen-Ho Chiao
|
|
Authorized
Signature
|
|
Chairman
|
|
Title
|
|
December 25, 2008
|
|
Date
|
|
A.
|
The
Borrower agrees to establish on its books a separate account for this
Loan. This account shall be maintained, and is subject to review and audit
by Lender, as long as the Loan obligation remains
unsatisfied.
|
|
B.
|
The
Borrower further agrees to maintain records that accurately and fully show
the date, amount, purpose, and payee of all expenditures drawn on said
account for three (3) years after the date Lender determines this Loan is
repaid in full.
|
|
C.
|
The
Borrower further agrees to allow Lender, or its designated
representatives, on written request, to have reasonable access to, and the
right of inspection of, all books and records that pertain to the Loan
account.
|
|
A.
|
In
the event of any default or breach of this Agreement by the Borrower,
Lender, without limiting any of its other legal rights or remedies, may
accelerate the Loan and declare any remaining unpaid principal balance,
along with accrued interest and late fees, immediately due and payable, as
provided in the Promissory Note evidencing this
Loan.
|
|
B.
|
In
the event of any default or breach of this Agreement by the Borrower,
Lender shall have priority right above any secured or unsecured creditor
to declare any remaining unpaid principal balance, along with accrued
interest and late fees, immediately due and payable, as provided in the
Promissory Note evidencing this
Loan.
|
|
A.
|
Indemnification
by Borrower
|
|
The
Borrower agrees to indemnify, defend, and save harmless Lender and its
officers, agents, and employees from any and all claims, losses, or costs
(including reasonable attorney fees) arising out of, resulting from, or in
any way connected with the Loan or this Agreement, or the financing or the
operation of the business financed with the
Loan.
|
|
B.
|
Independent
Capacity
|
|
D.
|
Assignment
|
|
Without
the written consent of Lender, this Agreement is not assignable or
transferable by Borrower either in whole or in part. Lender may assign its
rights under this Agreement for security purposes, and in such event the
assignee of this Agreement
shall be
entitled to enforce the provisions hereof and shall be a third party
beneficiary of this Agreement.
|
|
E.
|
Amendment
|
|
No
amendment or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the parties hereto, and no oral
understanding or agreement not incorporated herein shall be binding on any
of the parties hereto.
|
|
G.
|
Severability
|
|
In
the event that any provision of this Agreement is unenforceable or held to
be unenforceable, then the parties agree that all other provisions of this
Agreement continue to have force and effect and shall not be affected
thereby.
|
|
H.
|
Governing
Law and Venue
|
|
This
Agreement is governed by and shall be interpreted in accordance with the
laws of the State of California. Venue shall be in Los Angeles County. In
any contest arising under the Loan Documents, Lender and the Borrower
agree to waive a trial by jury.
|
|
I.
|
Borrower
Authorization
|
|
The
Borrower certifies that it has full power and authority to enter into this
Agreement and this Agreement has been duly authorized, executed and
delivered by the Borrower. The Borrower acknowledges that the resolution
of its governing body
or other official
action
authorizing it to enter into this Agreement also authorizes
such further acts as are necessary, including execution of the Promissory
Note as well as Security Agreement, if any, to implement and further the
intent of this Agreement.
|
Lender
|
Borrower
|
|
/s/ Jack Qin | /s/ Jen-Ho Chiao | |
Jack
Qin
|
Jen-Ho
Chiao
|
|
Executive
Director
|
Chairman
|
|
Subsidiary
|
||
/s/ Jack Qin | ||
Jack
Qin
|
||
Director
|
1.
|
For
value received, the undersigned, (hereinafter referred to as the
“Borrower”), promises to pay to the order of the EFT Investment Co., LTD,
a wholly owned subsidiary of EFT BioTech Holdings, Inc. (hereinafter
referred to as “Lender”), at its principal place of business at
929 Radecki Court, City of Industry, California 91748, or at such other
place as Lender may designate, the principal sum of US Five Hundred
Thousand Dollars (
US$500,000
) or such
lesser amount as shall equal the aggregate amount disbursed to the
Borrower by Lender pursuant to the Agreement between the Borrower and
Lender, together with interest thereon at the rate of twelve and half
(12.5%) percent per annum on the unpaid principal balance, computed from
the date of each disbursement to the Borrower, until the Loan is repaid by
the Borrower. Principal, together with interest thereon, is due and
payable at the end of the loan terms, until said principal and interest
shall be paid in full.
|
2.
|
The
Borrower may prepay this Promissory Note in full or in part, without
penalty. Any partial prepayment will not excuse any later scheduled
payments until the Loan is paid in full. Prepayments shall be applied
first to the payment of any outstanding late fees, then to interest and
then to principal installments.
|
3.
|
On
the occurrence of any event of default, as defined in paragraph
4
of this
Promissory Note, Lender, at its sole election, may take any or all of the
following actions:
|
|
A.
|
Declare
all or any portion of the principal balance, along with accrued interest
and late fees, under this Promissory Note to be immediately due and
payable and may proceed to enforce this Promissory Note, upon the
expiration of not less than thirty (30) days after the date written notice
of Lender’s decision to accelerate is sent to Borrower. All amounts due
after acceleration shall bear interest at the rate of ten percent (12.5%)
per annum. Lender may exercise this option to accelerate during any
default by Borrower regardless of any prior
forbearance.
|
|
B.
|
Require
Borrower to take any and all action necessary, as security for the loan,
to provide the Vessel as collateral under duly executed security documents
and agrees to be bound by the terms contained therein to Lender as the
Secured Party.
|
|
C.
|
Exercise
all of its rights and remedies enumerated herein, which rights are in
addition to and not in limitation of any other rights Lender may have
under the Agreement and applicable
law.
|
4.
|
Each
of the following events and conditions shall constitute an event of
default under this Promissory Note and the
Agreements:
|
|
A.
|
Failure
of the Borrower to repay any principal, accrued interest, and late fees,
if applicable, when due under the terms of this Promissory
Note.
|
|
B.
|
Failure
of the Borrower to comply with, and satisfy, all the terms, conditions,
and obligations, required by the Loan Agreement as a condition for this
Loan.
|
|
C.
|
Termination
of the Loan Agreement pursuant to the terms thereof or breach by the
Borrower of any terms or conditions of said Loan
Agreement.
|
|
D.
|
Failure
of the Borrower to obtain and maintain insurance for the
vessel.
|
|
E.
|
Occurrence
of: (1) the Borrower becoming insolvent or bankrupt or being unable
or admitting in writing its inability to pay its debts as they mature or
making a general assignment for the benefit of or entering into any
composition or arrangement with creditors; (2) proceedings for the
appointment of a receiver, trustee, or liquidator of the assets of the
Borrower or a substantial part thereof, being authorized or instituted by
or against the Borrower; (3) proceedings under any bankruptcy,
reorganization, readjustment of debt, insolvency, dissolution, liquidation
or other similar law, or any jurisdiction being authorized or instituted
against the Borrower; or (4) the Borrower ceases operations, is dissolved,
or terminates its existence.
|
|
F.
|
Discovery
of any false or misleading statement, warranty, representation, or fact,
whether or not contained in any other Loan Documents, that when made or
furnished to the Lender by or on behalf of the Borrower was relied upon
by Lender and induced it to extend the Loan to
Borrower.
|
5.
|
No
delay or failure of Lender in the exercise of any right or remedy
hereunder or under any other agreement which secures or is related hereto
shall affect any such right or remedy, and no single or partial exercise
of any such right or remedy shall preclude any further exercise thereof,
and no action taken or omitted by Lender shall be deemed a waiver of any
such right or remedy.
|
6.
|
Any
notice required to be given to the Borrower hereunder shall be sent to the
address shown on the Loan Agreement, or at such other address as the
Borrower shall designate in writing to Lender. Notice to either party may
be given using the following delivery methods: U.S. Mail, overnight mail,
or personal delivery, providing evidence of receipt, to the respective
parties identified in this Agreement. Delivery by fax or e-mail is not
considered notice for the purposes of this Promissory
Note.
|
7.
|
Borrower
agrees to pay all costs and expenses, including reasonable attorney fees,
which may be incurred by Lender in the enforcement and defense of the Loan
Agreement, including such costs and expenses incurred in any
appeal.
|
8.
|
This
Promissory Note shall be binding upon the Borrower and its permitted
successors and assigns and upon Lender and its permitted successors and
assigns. Without the written consent of Lender, this Promissory Note is
not assignable or transferable by Borrower either in whole or in part.
Lender may assign its rights under this Promissory Note for security
purposes, and in such event the assignee of this Promissory Note
shall be entitled to enforce the
provisions hereof and shall be a third party beneficiary of this
Promissory Note.
|
9.
|
This
Promissory Note shall be construed and enforced in accordance with the
laws of the State of California.
|
Excalibur International Marine
Corporation
|
|
Borrower
|
|
Jen-Ho Chiao
|
|
Name
of Authorized Representative
|
|
/s/ Jen-Ho. Chiao
|
|
Authorized
Signature
|
|
Chairman
|
|
Title
|
|
May 25, 2009
|
|
Date
|
Chiao,
Jen Ho
Chairman
|
|
Steve
Hsiao
General
Manager
|
|
|
-Pursuant
to the Board’s resolution, Lender has approved Borrower’s loan originally
dated September 23, 2008. Lender’s approval of Borrower’s loan under this
Agreement are made on reliance that borrower will pay back upon secure a
loan from local banks in Taiwan. By executing this Agreement the Borrower
represents under penalty of perjury are true and accurate in all
respects.
|
|
-Lender
agreed to loan (the “Loan”), dated September 23, 2008, to Borrower, via
its Subsidiary, the Lender’s wholly owned subsidiary, in the amount of US
Two Million Dollars (
US$2,000,000
), evidenced
by a Promissory Note (the “Promissory Note”) attached hereto as
Exhibit A.
|
|
-Pursuant
to the Board’s resolution, Lender has approved to extend the Loan due at
November 25, 2008 to May 25, 2009 under this
Agreement.
|
|
This
Agreement shall become effective on the date it is approved and executed
by Lender at City of industry, California (the “Effective
Date”).
|
|
The
Borrower agrees to complete performance of its obligations within the time
periods required by Lender and any fully executed documents, if
applicable.
|
|
A.
|
The
Borrower agrees to establish on its books a separate account for this
Loan. This account shall be maintained, and is subject to review and audit
by Lender, as long as the Loan obligation remains
unsatisfied.
|
|
B.
|
The
Borrower further agrees to maintain records that accurately and fully show
the date, amount, purpose, and payee of all expenditures drawn on said
account for three (3) years after the date Lender determines this Loan is
repaid in full.
|
|
C.
|
The
Borrower further agrees to allow Lender, or its designated
representatives, on written request, to have reasonable access to, and the
right of inspection of, all books and records that pertain to the Loan
account.
|
|
A.
|
In
the event of any default or breach of this Agreement by the Borrower,
Lender, without limiting any of its other legal rights or remedies, may
accelerate the Loan and declare any remaining unpaid principal balance,
along with accrued interest and late fees, immediately due and payable, as
provided in the Promissory Note evidencing this
Loan.
|
|
B.
|
In
the event of any default or breach of this Agreement by the Borrower,
Lender shall have priority right above any secured or unsecured creditor
to declare any remaining unpaid principal balance, along with accrued
interest and late fees, immediately due and payable, as provided in the
Promissory Note evidencing this
Loan.
|
|
A.
|
Indemnification
by Borrower
|
|
The
Borrower agrees to indemnify, defend, and save harmless Lender and its
officers, agents, and employees from any and all claims, losses, or costs
(including reasonable attorney fees) arising out of, resulting from, or in
any way connected with the Loan or this Agreement, or the financing or the
operation of the business financed with the
Loan.
|
|
B.
|
Independent
Capacity
|
|
D.
|
Assignment
|
|
Without
the written consent of Lender, this Agreement is not assignable or
transferable by Borrower either in whole or in part. Lender may assign its
rights under this Agreement for security purposes, and in such event the
assignee of this Agreement
shall be entitled to enforce the provisions hereof and shall be a
third party beneficiary of this
Agreement.
|
|
E.
|
Amendment
|
|
No
amendment or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the parties hereto, and no oral
understanding or agreement not incorporated herein shall be binding on any
of the parties hereto.
|
|
G.
|
Severability
|
|
In
the event that any provision of this Agreement is unenforceable or held to
be unenforceable, then the parties agree that all other provisions of this
Agreement continue to have force and effect and shall not be affected
thereby.
|
|
H.
|
Governing
Law and Venue
|
|
This
Agreement is governed by and shall be interpreted in accordance with the
laws of the State of California. Venue shall be in Los Angeles County. In
any contest arising under the Loan Documents, Lender and the Borrower
agree to waive a trial by jury.
|
|
I.
|
Borrower
Authorization
|
|
The
Borrower certifies that it has full power and authority to enter into this
Agreement and this Agreement has been duly authorized, executed and
delivered by the Borrower. The Borrower acknowledges that the resolution
of its governing body
or
other official action
authorizing it to enter into this Agreement
also authorizes such further acts as are necessary, including execution of
the Promissory Note as well as Security Agreement, if any, to implement
and further the intent of this
Agreement.
|
Lender
|
Borrower
|
||
/s/ Jack Qin |
|
/s/ Jen-Ho Chiao |
|
Jack
Qin
|
Jen-Ho
Chiao,
|
||
Executive
Director
|
Chairman
|
1.
|
For
value received, the undersigned, (hereinafter referred to as the
“Borrower”), promises to pay to the order of the EFT BioTech Holdings,
Inc. (hereinafter referred to as “Lender”), at its principal
place of business at 929 Radecki Court, City of Industry, California
91748, or at such other place as Lender may designate, the principal sum
of US Two Million Dollars (US$2,000,000) or such lesser amount as shall
equal the aggregate amount disbursed to the Borrower by Lender pursuant to
the Agreement between the Borrower and Lender, together with interest
thereon at the rate of
3.75%
percent
per annum on the unpaid principal balance, computed from the date of each
disbursement to the Borrower, until the Loan is repaid by the Borrower.
Principal, together with interest thereon, is due and payable at the end
of the loan terms, until said principal and interest shall be paid in
full.
|
2.
|
The
Borrower may prepay this Promissory Note in full or in part, without
penalty. Any partial prepayment will not excuse any later scheduled
payments until the Loan is paid in full. Prepayments shall be applied
first to the payment of any outstanding late fees, then to interest and
then to principal installments.
|
3.
|
On
the occurrence of any event of default, as defined in paragraph
4
of this
Promissory Note, Lender, at its sole election, may take any or all of the
following actions:
|
|
A.
|
Declare
all or any portion of the principal balance, along with accrued interest
and late fees, under this Promissory Note to be immediately due and
payable and may proceed to enforce this Promissory Note, upon the
expiration of not less than thirty (30) days after the date written notice
of Lender’s decision to accelerate is sent to Borrower. All amounts due
after acceleration shall bear interest at the rate of ten percent (10%)
per annum. Lender may exercise this option to accelerate during any
default by Borrower regardless of any prior
forbearance.
|
|
B.
|
Require
Borrower to take any and all action necessary, as security for the loan,
to provide the Vessel as collateral under duly executed security documents
and agrees to be bound by the terms contained therein to Lender as the
Secured Party.
|
|
C.
|
Exercise
all of its rights and remedies enumerated herein, which rights are in
addition to and not in limitation of any other rights Lender may have
under the Agreement and applicable
law.
|
4.
|
Each
of the following events and conditions shall constitute an event of
default under this Promissory Note and the
Agreements:
|
|
A.
|
Failure
of the Borrower to repay any principal, accrued interest, and late fees,
if applicable, when due under the terms of this Promissory
Note.
|
|
B.
|
Failure
of the Borrower to comply with, and satisfy, all the terms, conditions,
and obligations, required by the Loan Agreement as a condition for this
Loan.
|
|
C.
|
Termination
of the Loan Agreement pursuant to the terms thereof or breach by the
Borrower of any terms or conditions of said Loan
Agreement.
|
|
D.
|
Failure
of the Borrower to obtain and maintain insurance for the
vessel.
|
|
E.
|
Occurrence
of: (1) the Borrower becoming insolvent or bankrupt or being unable
or admitting in writing its inability to pay its debts as they mature or
making a general assignment for the benefit of or entering into any
composition or arrangement with creditors; (2) proceedings for the
appointment of a receiver, trustee, or liquidator of the assets of the
Borrower or a substantial part thereof, being authorized or instituted by
or against the Borrower; (3) proceedings under any bankruptcy,
reorganization, readjustment of debt, insolvency, dissolution, liquidation
or other similar law, or any jurisdiction being authorized or instituted
against the Borrower; or (4) the Borrower ceases operations, is dissolved,
or terminates its existence.
|
|
F.
|
Discovery
of any false or misleading statement, warranty, representation, or fact,
whether or not contained in any other Loan Documents, that when made or
furnished to the Lender by or on behalf of the Borrower was relied upon
by Lender and induced it to extend the Loan to
Borrower.
|
5.
|
No
delay or failure of Lender in the exercise of any right or remedy
hereunder or under any other agreement which secures or is related hereto
shall affect any such right or remedy, and no single or partial exercise
of any such right or remedy shall preclude any further exercise thereof,
and no action taken or omitted by Lender shall be deemed a waiver of any
such right or remedy.
|
6.
|
Any
notice required to be given to the Borrower hereunder shall be sent to the
address shown on the Loan Agreement, or at such other address as the
Borrower shall designate in writing to Lender. Notice to either party may
be given using the following delivery methods: U.S. Mail, overnight mail,
or personal delivery, providing evidence of receipt, to the respective
parties identified in this Agreement. Delivery by fax or e-mail is not
considered notice for the purposes of this Promissory
Note.
|
7.
|
Borrower
agrees to pay all costs and expenses, including reasonable attorney fees,
which may be incurred by Lender in the enforcement and defense of the Loan
Agreement, including such costs and expenses incurred in any
appeal.
|
8.
|
This
Promissory Note shall be binding upon the Borrower and its permitted
successors and assigns and upon Lender and its permitted successors and
assigns. Without the written consent of Lender, this Promissory Note is
not assignable or transferable by Borrower either in whole or in part.
Lender may assign its rights under this Promissory Note for security
purposes, and in such event the assignee of this Promissory Note
shall be entitled to
enforce the provisions hereof and shall be a third party beneficiary of
this Promissory Note.
|
9.
|
This
Promissory Note shall be construed and enforced in accordance with the
laws of the State of California.
|
Excalibur International Marine
Corporation
|
||
Borrower
|
||
Jen-Ho Chiao
|
||
Name
of Authorized Representative
|
||
/s/ Jen-Ho Chiao
|
||
Authorized
Signature
|
||
Chairman
|
||
Title
|
||
November 25, 2008
|
||
Date
|
|
A.
|
The
Borrower agrees to establish on its books a separate account for this
Loan. This account shall be maintained, and is subject to review and audit
by Lender, as long as the Loan obligation remains
unsatisfied.
|
|
B.
|
The
Borrower further agrees to maintain records that accurately and fully show
the date, amount, purpose, and payee of all expenditures drawn on said
account for three (3) years after the date Lender determines this Loan is
repaid in full.
|
|
C.
|
The
Borrower further agrees to allow Lender, or its designated
representatives, on written request, to have reasonable access to, and the
right of inspection of, all books and records that pertain to the Loan
account.
|
|
A.
|
In
the event of any default or breach of this Agreement by the Borrower,
Lender, without limiting any of its other legal rights or remedies, may
accelerate the Loan and declare any remaining unpaid principal balance,
along with accrued interest and late fees, immediately due and payable, as
provided in the Promissory Note evidencing this
Loan.
|
|
B.
|
In
the event of any default or breach of this Agreement by the Borrower,
Lender shall have priority right above any secured or unsecured creditor
to declare any remaining unpaid principal balance, along with accrued
interest and late fees, immediately due and payable, as provided in the
Promissory Note evidencing this
Loan.
|
|
A.
|
Indemnification
by Borrower
|
|
The
Borrower agrees to indemnify, defend, and save harmless Lender and its
officers, agents, and employees from any and all claims, losses, or costs
(including reasonable attorney fees) arising out of, resulting from, or in
any way connected with the Loan or this Agreement, or the financing or the
operation of the business financed with the
Loan.
|
|
B.
|
Independent
Capacity
|
|
D.
|
Assignment
|
|
Without
the written consent of Lender, this Agreement is not assignable or
transferable by Borrower either in whole or in part. Lender may assign its
rights under this Agreement for security purposes, and in such event the
assignee of this Agreement
shall be
entitled to enforce the provisions hereof and shall be a third party
beneficiary of this Agreement.
|
|
E.
|
Amendment
|
|
No
amendment or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the parties hereto, and no oral
understanding or agreement not incorporated herein shall be binding on any
of the parties hereto.
|
|
G.
|
Severability
|
|
In
the event that any provision of this Agreement is unenforceable or held to
be unenforceable, then the parties agree that all other provisions of this
Agreement continue to have force and effect and shall not be affected
thereby.
|
|
H.
|
Governing
Law and Venue
|
|
This
Agreement is governed by and shall be interpreted in accordance with the
laws of the State of California. Venue shall be in Los Angeles County. In
any contest arising under the Loan Documents, Lender and the Borrower
agree to waive a trial by jury.
|
|
I.
|
Borrower
Authorization
|
|
The
Borrower certifies that it has full power and authority to enter into this
Agreement and this Agreement has been duly authorized, executed and
delivered by the Borrower. The Borrower acknowledges that the resolution
of its governing body
or other official
action
authorizing it to enter into this Agreement also authorizes
such further acts as are necessary, including execution of the Promissory
Note as well as Security Agreement, if any, to implement and further the
intent of this Agreement.
|
Lender
|
Borrower
|
|
/s/ Jack Qin | /s/ Jen-Ho Chiao | |
Jack
Qin
|
Jen-Ho
Chiao,
|
|
Executive
Director
|
Chairman
|
1.
|
For
value received, the undersigned, (hereinafter referred to as the
“Borrower”), promises to pay to the order of the EFT BioTech Holdings,
Inc. (hereinafter referred to as “Lender”), at its principal
place of business at 929 Radecki Court, City of Industry, California
91748, or at such other place as Lender may designate, the principal sum
of US Two Million Dollars (US$2,000,000) or such lesser amount as shall
equal the aggregate amount disbursed to the Borrower by Lender pursuant to
the Agreement between the Borrower and Lender, together with interest
thereon at the rate of twelve and half percent (12.5%) percent per annum
on the unpaid principal balance, computed from the date of each
disbursement to the Borrower, until the Loan is repaid by the Borrower.
Principal, together with interest thereon, is due and payable at the end
of the loan terms, until said principal and interest shall be paid in
full.
|
2.
|
The
Borrower may prepay this Promissory Note in full or in part, without
penalty. Any partial prepayment will not excuse any later scheduled
payments until the Loan is paid in full. Prepayments shall be applied
first to the payment of any outstanding late fees, then to interest and
then to principal installments.
|
3.
|
On
the occurrence of any event of default, as defined in paragraph
4
of this
Promissory Note, Lender, at its sole election, may take any or all of the
following actions:
|
|
A.
|
Declare
all or any portion of the principal balance, along with accrued interest
and late fees, under this Promissory Note to be immediately due and
payable and may proceed to enforce this Promissory Note, upon the
expiration of not less than thirty (30) days after the date written notice
of Lender’s decision to accelerate is sent to Borrower. All amounts due
after acceleration shall bear interest at the rate of ten percent (12.5%)
per annum. Lender may exercise this option to accelerate during any
default by Borrower regardless of any prior
forbearance.
|
|
B.
|
Require
Borrower to take any and all action necessary, as security for the loan,
to provide the Vessel as collateral under duly executed security documents
and agrees to be bound by the terms contained therein to Lender as the
Secured Party.
|
|
C.
|
Exercise
all of its rights and remedies enumerated herein, which rights are in
addition to and not in limitation of any other rights Lender may have
under the Agreement and applicable
law.
|
4.
|
Each
of the following events and conditions shall constitute an event of
default under this Promissory Note and the
Agreements:
|
|
A.
|
Failure
of the Borrower to repay any principal, accrued interest, and late fees,
if applicable, when due under the terms of this Promissory
Note.
|
|
B.
|
Failure
of the Borrower to comply with, and satisfy, all the terms, conditions,
and obligations, required by the Loan Agreement as a condition for this
Loan.
|
|
C.
|
Termination
of the Loan Agreement pursuant to the terms thereof or breach by the
Borrower of any terms or conditions of said Loan
Agreement.
|
|
D.
|
Failure
of the Borrower to obtain and maintain insurance for the
vessel.
|
|
E.
|
Occurrence
of: (1) the Borrower becoming insolvent or bankrupt or being unable
or admitting in writing its inability to pay its debts as they mature or
making a general assignment for the benefit of or entering into any
composition or arrangement with creditors; (2) proceedings for the
appointment of a receiver, trustee, or liquidator of the assets of the
Borrower or a substantial part thereof, being authorized or instituted by
or against the Borrower; (3) proceedings under any bankruptcy,
reorganization, readjustment of debt, insolvency, dissolution, liquidation
or other similar law, or any jurisdiction being authorized or instituted
against the Borrower; or (4) the Borrower ceases operations, is dissolved,
or terminates its existence.
|
|
F.
|
Discovery
of any false or misleading statement, warranty, representation, or fact,
whether or not contained in any other Loan Documents, that when made or
furnished to the Lender by or on behalf of the Borrower was relied upon
by Lender and induced it to extend the Loan to
Borrower.
|
5.
|
No
delay or failure of Lender in the exercise of any right or remedy
hereunder or under any other agreement which secures or is related hereto
shall affect any such right or remedy, and no single or partial exercise
of any such right or remedy shall preclude any further exercise thereof,
and no action taken or omitted by Lender shall be deemed a waiver of any
such right or remedy.
|
6.
|
Any
notice required to be given to the Borrower hereunder shall be sent to the
address shown on the Loan Agreement, or at such other address as the
Borrower shall designate in writing to Lender. Notice to either party may
be given using the following delivery methods: U.S. Mail, overnight mail,
or personal delivery, providing evidence of receipt, to the respective
parties identified in this Agreement. Delivery by fax or e-mail is not
considered notice for the purposes of this Promissory
Note.
|
7.
|
Borrower
agrees to pay all costs and expenses, including reasonable attorney fees,
which may be incurred by Lender in the enforcement and defense of the Loan
Agreement, including such costs and expenses incurred in any
appeal.
|
8.
|
This
Promissory Note shall be binding upon the Borrower and its permitted
successors and assigns and upon Lender and its permitted successors and
assigns. Without the written consent of Lender, this Promissory Note is
not assignable or transferable by Borrower either in whole or in part.
Lender may assign its rights under this Promissory Note for security
purposes, and in such event the assignee of this Promissory Note
shall be entitled to enforce the
provisions hereof and shall be a third party beneficiary of this
Promissory Note.
|
9.
|
This
Promissory Note shall be construed and enforced in accordance with the
laws of the State of California.
|
Excalibur International Marine
Corporation
|
Borrower
|
Jen-Ho Chiao
|
Name
of Authorized Representative
|
/s/ Jen-Ho Chiao
|
Authorized
Signature
|
Title
|
Date
|
Dated: July 17,
2009
|
/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.
|
Such Annual Report on Form 10-K
for the
year
ending March 31, 2009 fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
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2.
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The information contained in such
Annual Report on Form 10-K for the fiscal year ended March 31, 2009 fairly
presents, in all material respects, the financial condition and results of
operations of the
Company.
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/s/ Jack Jie
Qin
|
Jack Jie
Qin
|
Chief Executive Officer, President
and Chairman
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(Principal Executive
Officer)
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|
1.
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Such Annual Report on Form 10-K
for the
year
ending March 31, 2009 fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934;
and
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|
2.
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The information contained in such
Annual Report on Form 10-K for the fiscal year ended March 31, 2009 fairly
presents, in all material respects, the financial condition and results of
operations of the
Company.
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/s/ Sharon
Tang
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Sharon
Tang
|
Chief Financial
Officer
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(Principal Financial and
Accounting
Officer)
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