Nevada
|
20-1211204
|
(State
or other Jurisdiction of
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
Identification
No.)
|
17800
Castleton St., Suite 300
|
|
City
of Industry, CA
|
91748
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Title
of each class
|
Name
of each exchange on which
|
|
To
be registered
|
Each
class is to be registered
|
|
N/A
|
N/A
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
Item:
|
Page Number:
|
|||
Item
1.
|
Business
|
3
|
||
Item
1A.
|
Risk
Factors
|
13
|
||
Item
2.
|
Financial
Information
|
22
|
||
Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
|
22
|
|||
Item
3.
|
Properties
|
33
|
||
Item
4.
|
Security
Ownership of Certain Beneficial Owners and Management
|
34
|
||
Item
5.
|
Directors
and Executive Officers
|
35
|
||
Item
6.
|
Executive
Compensation
|
37
|
||
Item
7.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
40
|
||
Item
8.
|
Legal
Proceedings
|
41
|
||
Item
9.
|
Market
Price of and Dividends on the Registrant’s Common Equity and Related
Stockholder Matters
|
41
|
||
Item
10.
|
Recent
Sales of Unregistered Securities
|
43
|
||
Item
11.
|
Description
of Registrant’s Securities to be Registered
|
46
|
||
Item
12.
|
Indemnification
of Directors and Officers
|
46
|
||
Item
13.
|
Financial
Statements and Supplementary Data
|
F-1
|
||
Item
14.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
47
|
||
Item
15.
|
Financial
Statements and Exhibits
|
47
|
||
Signatures
|
|
|
49
|
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
Plus b:
|
13.
|
MSM
(
Methylsulfonymethane):
|
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
Re-Vitalizer:
|
23.
|
Super
Silica:
|
24.
|
Super
Cal:
|
25.
|
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.
|
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.
|
1.
|
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.
|
|
1.
|
Natural Clean
: A 100%
biodegradable multi-purpose cleaning solution that aids in the clean-up
and removal of a number of different stains and spills including grease,
tar, crayons, pet stains, soap film, blood, ink and make-up. Natural Clean
is non-toxic, non-caustic, non-pollutant, non-flammable and non-rusting
and can be used for cleaning kitchens, baths and cars as well being used
as an insect repellant when applied on skin or
clothing.
|
·
|
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.
|
·
|
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)
|
$
|
1,135,010
|
$
|
413,875
|
$
|
721,135
|
-
|
-
|
||||||||||||
Purchase
Obligations
|
-
|
-
|
-
|
-
|
||||||||||||||||
Other
Long-Term Liabilities Reflected on the Registrant's Balance Sheet under
GAAP
|
-
|
-
|
-
|
-
|
||||||||||||||||
Total
|
$
|
1,135,010
|
$
|
413,875
|
$
|
721,135
|
-
|
-
|
(1)
|
Operating
Lease
|
Year
Ending
March
31,
|
||||
2010,
four months
|
$
|
40,250
|
Year
Ending
March
31,
|
||||
2010
|
$
|
13,625
|
||
2011
|
$
|
1,135
|
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
|
*
|
||||||
Angy
C. Chin
—Acting Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
0
|
—
|
||||||
George
W. Curry
—Chief
Marketing Director
|
300,000
|
*
|
||||||
Jerry
B. Lewin
—Director
|
0
|
—
|
||||||
Visman
Chow
—Director
|
0
|
—
|
||||||
Norman
Ko
—Director
|
0
|
—
|
||||||
Dragon
Win Management, Ltd. (3)
Palm
Grove Houses,
P.O.
Box 438
Road
Town, Tortola
British
Virgin Islands
|
52,099,000
|
68.57
|
%
|
|||||
Officers
and Directors as a group (6 persons)
|
301,000
|
*
|
(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
fiscal quarter ended September 30,
2009.
|
(3)
|
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.
|
Name:
|
Age:
|
Title:
|
Director Since:
|
||||
Jack
Jie Qin
|
49
|
President,
Chief Executive Officer and Chairman
(Principal
Executive Officer)
|
November
2007
|
||||
Angy
C. Chin
|
40
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
—
|
||||
George
W. Curry
|
64
|
Chief
Marketing Officer and Director
|
November
2007
|
||||
Jerry
B. Lewin
|
54
|
Director
|
August
5, 2009
|
||||
Visman
Chow
|
54
|
Director
|
August
5, 2009
|
||||
Norman
Ko
|
45
|
Director
|
August
5, 2009
|
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)
|
2009
|
$
|
300,000
|
(1)
|
$
|
0
|
$
|
1
|
(2)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
300,001
|
|||||||||||||||||
(Principal
Executive Officer)
|
2008
|
$
|
300,000
|
(1)
|
$
|
0
|
$
|
1
|
(2)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
300,001
|
|||||||||||||||||
Sharon
Tang
(Chief
Financial Officer)
|
2009
|
$
|
120,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
120,000
|
|||||||||||||||||||
(Principal
Financial and Accounting Officer)(3)
|
2008
|
$
|
120,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
120,000
|
|||||||||||||||||||
Dr.
Joseph B Williams
(Former
Chief Administrative
|
2009
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||||||||||||
Officer,
Secretary and Director (4,8)
|
2008
|
$
|
100,000
|
$
|
0
|
$
|
300
|
(5)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
100,300
|
||||||||||||||||||
George
Curry
(Chief
Marketing
|
2009
|
$
|
120,000
|
$
|
0
|
$
|
()
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
120,000
|
|||||||||||||||||||
Officer,
Secretary
and
Director)
(9)
|
2008
|
$
|
0
|
$
|
0
|
$
|
300
|
(5)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
300
|
||||||||||||||||||
Jun
Qin Liu
(Former
|
2009
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||||||||||||
Operations
Manager and Director)(6)
|
2008
|
$
|
120,000
|
$
|
0
|
$
|
300
|
(5)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
120,300
|
||||||||||||||||||
Tony
So
|
2009
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
||||||||||||||||||||
(Former
Treasurer)
(7)(8)
|
2008
|
$
|
100,000
|
$
|
0
|
$
|
300
|
(5)
|
$
|
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 on November
2008.
|
(3)
|
Ms.
Tang commenced serving as the Company’s Chief Financial Officer on June 1,
2008. On February 1, 2010, Sharon Tang resigned from her position as
the Chief Financial Officer of the EFT BioTech Holdings, Inc., a Nevada
corporation (the “Company”).
|
(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. On February 6, 2009, Dr. Wiiliams resigned
from his position as the Chief Administrative Officer and
Secretary. 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 $0.0001 per share. Share price is based on estimated fair market
price on the grant date in November 2008.
|
|
(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.
|
|
(9) |
Ms.
George Curry served as our Director from November 2007 to December 31,
2008. Since April 1, 2009, Mr. George Curry has served as our
Chief Marketing Officer, Secretary, and
Director.
|
1.
|
A
proposed Related Person Transaction shall be brought before the Board of
Directors. The Board must be informed of (a) the Related Person’s
relationship or interest, including all conflicts of interest that may
exist or otherwise arise on account of the Related Person Transaction, and
(b) the material facts of the proposed Related Person
Transaction.
|
2.
|
The
Board shall determine whether to approve a Related Person Transaction
after considering the following factors, as deemed relevant by the
Board:
|
3.
|
The
Board will approve such transactions to be entered into by the Company,
including the ratification of such transactions if applicable. At
subsequent meetings, management shall update the Board as to any material
changes to those proposed
transactions.
|
4.
|
The
Board shall also periodically review and assess ongoing relationships with
Related Persons to assure compliance with the Board guidelines and
directives and to ensure that such Related Person Transaction remains fair
to the Company.
|
5.
|
Any
member of the Board who has an interest in the transaction under
consideration will abstain from voting, but may participate in the
discussion if invited to do so by the Chair of the
Board.
|
6.
|
These
procedures generally should be used to approve Related Person Transactions
in advance of the transaction being entered into. On occasion, however, it
may be advisable to commence a Related Person Transaction before the Board
has evaluated it, or a transaction may commence before it is discovered
there is a Related Person. Accordingly, in such instances, notwithstanding
the above, management should consult with the Chair of the Board to
determine the appropriate course of action, which may include subsequent
ratification by the Board.
|
Fiscal Period
|
Low Bid Price
|
High Bid Price
|
||||||
2009
|
||||||||
2nd
Quarter Ended September 30, 2009
|
$
|
3.01
|
$
|
5.675
|
||||
1st
Quarter Ended June 30, 2009
|
$
|
3.50
|
$
|
3.75
|
||||
2008
|
||||||||
4th
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
|
$
|
5.30
|
$
|
5.45
|
||||
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
|
Stockholder:
|
No. of EFT
BioTech
Holdings, Inc.
Shares
Received in Share
Exchange:
|
|||
Dragon
Win Management Limited, a BVI company (1)
|
52,099,000
|
|||
George
Curry (2)
|
300,000
|
|||
Jun
Qin Liu (3)
|
300,000
|
|||
Jack
Jie Qin (4)
|
1,000
|
|||
Tony
So (5)
|
300,000
|
|||
Joseph
B. Williams (6)
|
300,000
|
|||
Total
|
53,300,000
|
(1)
|
See
Item 4, “Security Ownership of Certain Beneficial Owners and Management”
herein.
|
|
(2) |
Chief
Marketing Officer of the Registrant.
|
|
(3) |
Former
Operations Manager and Director of the Registrant.
|
|
(4) |
President,
Chief Executive Officer and Chairman of the
Registrant.
|
(5)
|
Former
Treasurer of the Registrant.
|
|
(6) |
Former Chief
Administrative Officer, Secretary and Director of the
Registrant.
|
Holder:
|
Number of Shares:
|
Consideration:
|
||||||
Greenstone
Holdings, Inc.(1)
40
Wall Street, 11th Floor
New
York, NY 10005
|
4,000,000
|
$
|
7,200.00
|
|||||
Pierstone
Group, LLC
40
Park Avenue, #19B
New
York, NY 10016
|
1,000,000
|
$
|
1,800.00
|
|||||
Brown
Door, Inc.
4
Tall Oaks Court
Farmingdale,
NJ 07727
|
1,000,000
|
$
|
1,800.00
|
|||||
Robert
McGuire
|
312,000
|
$
|
561.60
|
|||||
Ming
Jie Huo
|
337,000
|
$
|
606.60
|
|||||
Single
Digit, LLC
321
Libourel Road
South
Plainfield, NJ 07727
|
551,000
|
$
|
991.80
|
|||||
John
Heumoeller
|
350,000
|
$
|
630.00
|
|||||
Total
|
7,550,000
|
$
|
13,590.00
|
(1)
|
Wallace
Gaikas and Peter Lau have voting and dispositive control of Greenstone
Holdings, Inc.
|
Proceeds from Sale of Units
|
||||||||
Category:
|
Amount (USD$):
|
Percentage of Net Proceeds:
|
||||||
Acquisition
of 49% interest of Excalibur (1)
|
$
|
19,193,000
|
38
|
%
|
||||
Loan
to Excalibur International Marine Corporation (1)
|
2,500,000
|
4
|
%
|
|||||
Loan
to Yeuh-Chi Liu (2)
|
1,567,000
|
3
|
%
|
|||||
Marketing
Development (3)
|
20,000,000
|
39
|
%
|
|||||
Business
Development (3)(4)
|
7,889,412
|
16
|
%
|
|||||
TOTAL
|
$
|
51,149,412
|
100
|
%
|
(1)
|
On
October 25, 2008, EFT Investment Co., Ltd. completed the acquisition of
58,567,750 shares of common stock of Excalibur; representing approximately
49% shares of issued and outstanding shares of Excalibur, for an aggregate
purchase price of USD $19,193,000. See Item 2, “Financial
Information - Excalibur International Marine
Corporation..”
|
(2)
|
See
Item 7, “Certain Relationships and Related Transactions, and Director
Independence” herein.
|
(3)
|
Currently
planned. This amount includes the loan
of $19,193,000 loan made to Excalibur in July of 2008 and
repaid in November of 2008. See Item 2, “Financial Information
- Excalibur International Marine Corporation..” Currently, this
allocation of these net proceeds of the private placement 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.
|
(4)
|
We
anticipate using up to 16% of the net proceeds 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.
|
Page(s)
|
|||
Auditor’s
Report
|
F-2
|
||
Audited
Consolidated Financial Statements
|
|||
Consolidated
Balance Sheets
|
F-3
|
||
Consolidated
Statements of Operations and Other Comprehensive Income
|
F-4
|
||
Consolidated
Statements of Changes in Stockholders’ Equity
|
F-5
|
||
Consolidated
Statements of Cash Flows
|
F-6
|
||
Notes
to Consolidated Financial Statements
|
F-7
|
|
|||
Douglas
W. Child, CPA
Marty
D. Van Wagoner, CPA
J.
Russ Bradshaw, CPA
William
R. Denney, CPA
Russell
E. Anderson, CPA
Scott
L. Farnes
1284
W. Flint Meadow Dr. #D
Kaysville,
Utah 84037
Telephone
801.927.1337
Facsimile
801.927.1344
5296
S. Commerce Dr. #300
Salt
Lake City, Utah 84107
Telephone
801.281.4700
Facsimile
801.281.4701
Suite
A, 5/F
Max
Share Centre
373
King’s Road
North
Point, Hong Kong
Telephone
852.21.555.333
Facsimile
852.21.165.222
www.cpaone.net
|
Report
of Independent Registered Public Accounting Firm
To
the Board of Directors and Audit Committee
EFT
Biotech Holdings, Inc.
City
of Industry, California
We
have audited the consolidated balance sheets of EFT Biotech Holdings, Inc.
(the Company) as of March 31, 2009 and 2008, and the related consolidated
statements of operations and other comprehensive income, stockholders’
equity and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. The company is not required to have, nor
were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In
our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of EFT Biotech Holdings, Inc. as of March 31, 2009 and 2008, and
the consolidated results of its operations and its cash flows for the
years ended, in conformity with accounting principles generally accepted
in the United States of America.
/s/
Child, Van Wagoner & Bradshaw, PLLC
Child,
Van Wagoner & Bradshaw, PLLC
Salt
Lake City, Utah
July
15, 2009
|
|
As of March 31,
|
|
||||||
|
|
2009
|
|
|
2008 - Restated
|
|||
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
|
March 31, 2008 - Restated
|
|||||||
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
|
||||||
Subsidiary
loss on equity method investment
|
(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
|
March 31, 2008
|
|||||||
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
|
||||||
Subsidiary
loss on equity method investment
|
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 cost
|
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 income 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
|
$
|
154,724
|
$
|
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
|
|||||||
48.81%
equity interest (a)
|
$
|
17,129,314
|
$
|
-
|
||||
$
|
17,129,314
|
-
|
Year
Ended
March
31,
|
||||||||
2009
|
2008
|
|||||||
Exchange
rate
|
33
|
-
|
||||||
Revenue
|
$
|
10,775
|
$
|
-
|
||||
Gross
profit
|
$
|
(239,403
|
)
|
$
|
-
|
|||
Income
from continuing operations
|
$
|
(4,222,808
|
)
|
$
|
-
|
|||
Net
income
|
$
|
(4,222,808
|
)
|
$
|
-
|
|||
EFT
48.81% investment loss
|
$
|
(2,063,686
|
)
|
$
|
-
|
Excalibur
International Marine Corp
|
March
31,
2009
|
March
31,
2008
|
|||||||||||||||
NT$
|
USD
|
NT$
|
USD
|
|||||||||||||
Total
assets
|
1,289,432,107
|
39,073,700
|
-
|
-
|
||||||||||||
Total
liabilities
|
204,417,971
|
6,194,484
|
-
|
-
|
||||||||||||
Net
assets
|
1,085,014,136
|
32,879,216
|
-
|
-
|
||||||||||||
EFT
48.81% ownership
|
529,595,400
|
16,048,345
|
-
|
-
|
||||||||||||
Ending
balance of investment account
|
17,129,314
|
-
|
||||||||||||||
Difference/Premium
|
(1,080,969
|
)
|
-
|
Shareholders’
Name
|
#
of
shares
|
%
|
|||||||
1
|
EFT
Investment Co. Ltd
|
58,567,750 | 48.81 | % | |||||
2
|
Lu,
TsoChun
|
10,000,000 | 8.33 | % | |||||
3
|
Chiao,
Jen-Ho
|
8,200,000 | 6.83 | % | |||||
5
|
Lin,
Ming-i
|
5,170,000 | 4.31 | % | |||||
4
|
Ms.
Ku
|
5,000,000 | 4.17 | % | |||||
6
|
Yeuh-Chi
Liu
|
4,766,000 | 3.97 | % | |||||
7
|
Steve
Hsiao
|
4,639,250 | 3.87 | % | |||||
8
|
Wen
Investment
|
4,000,000 | 3.33 | % | |||||
Others
(*)
|
19,657,000 | 16.38 | % | ||||||
Total
|
120,000,000 | 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
|
|||||||
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
|
Year
Ending
March
31,
|
||||
2010
|
$
|
13,625
|
||
2011
|
1,135
|
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
|
||||||
Security
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
|
|||||||||||||||||||||||||||||||||||||||||||||||
Additional
|
Additional
|
Other
|
Other
|
Total
|
Total
|
|||||||||||||||||||||||||||||||||||||||||||
Paid-in
|
Paid-in
|
Retained
|
Retained
|
Comprehensive
|
Comprehensive
|
Stockholders'
|
Stockholders'
|
|||||||||||||||||||||||||||||||||||||||||
Shares
|
Shares
|
Amount
|
Amount
|
Capital
|
Capital
|
Earnings
|
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
|
Page(s)
|
|
Consolidated
Financial Statements
|
|
Consolidated
Balance Sheets - unaudited
|
F-25
|
Consolidated
Statements of Operations and Other Comprehensive Income -
unaudited
|
F-26
|
Consolidated
Statements of Cash Flows - unaudited
|
F-27
|
Notes
to unaudited Consolidated Financial Statements
|
F-28
|
September 30, 2009
|
March 31, 2009
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$
|
36,597,902
|
$
|
38,181,837
|
||||
Inventories
|
3,454,589
|
3,908,629
|
||||||
Available
for sale securities
|
694,023
|
508,746
|
||||||
Prepaid
expenses
|
977,981
|
2,551,298
|
||||||
Short-term
note receivables – related party
|
4,914,717
|
4,064,717
|
||||||
Total
current assets
|
46,639,212
|
49,215,227
|
||||||
Property
and equipment, net
|
471,174
|
360,156
|
||||||
Other
receivables
|
96,368
|
33,504
|
||||||
Investments
|
14,536,757
|
17,129,314
|
||||||
Investments
in bonds
|
4,771,924
|
-
|
||||||
Loan
to related party
|
1,897,000
|
1,897,000
|
||||||
Security
deposit
|
310,705
|
31,121
|
||||||
Total
assets
|
$
|
68,723,140
|
$
|
68,666,322
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$
|
1,232,721
|
$
|
3,610,195
|
||||
Other
liabilities
|
8,385,605
|
6,675,552
|
||||||
Unearned
revenues
|
1,064,385
|
1,991,215
|
||||||
Income
tax payable
|
-
|
-
|
||||||
Total
current liabilities
|
10,682,711
|
12,276,962
|
||||||
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 75,983,205 shares issued and outstanding
|
||||||||
at
September 30, 2009 and March 31, 2009, respectively
|
760
|
760
|
||||||
Additional
paid in capital
|
52,854,891
|
52,854,891
|
||||||
Retained
earnings
|
5,489,784
|
4,023,992
|
||||||
Accumulated
other comprehensive loss
|
(305,006
|
)
|
(490,283
|
)
|
||||
Total
stockholders' equity
|
58,040,429
|
56,389,360
|
||||||
Total
liabilities and stockholders' equity
|
$
|
68,723,140
|
$
|
68,666,322
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
September 30, 2009
|
September 30,
2008
|
September 30, 2009
|
September 30,
2008
|
|||||||||||||
Sales
revenues, net
|
$
|
5,125,444
|
$
|
4,668,808
|
$
|
9,114,760
|
$
|
9,420,326
|
||||||||
Shipping
charge
|
995,490
|
1,329,240
|
2,049,570
|
2,829,110
|
||||||||||||
6,120,934
|
5,998,048
|
11,164,330
|
12,249,436
|
|||||||||||||
Cost
of goods sold
|
1,365,484
|
1,678,941
|
2,325,932
|
3,311,782
|
||||||||||||
Shipping
cost
|
286,468
|
728,537
|
588,368
|
1,465,441
|
||||||||||||
1,651,952
|
2,407,478
|
2,914,300
|
4,777,223
|
|||||||||||||
Gross
profit
|
4,468,982
|
3,590,570
|
8,250,030
|
7,472,213
|
||||||||||||
Selling,
general and administrative expenses
|
2,253,548
|
1,083,343
|
4,559,866
|
2,329,916
|
||||||||||||
Net
operating income
|
2,215,434
|
2,507,227
|
3,690,164
|
5,142,297
|
||||||||||||
Other
income (expense)
|
||||||||||||||||
Interest
income
|
134,462
|
355,744
|
299,394
|
772,120
|
||||||||||||
Investment
income
|
-
|
7,088
|
-
|
7,088
|
||||||||||||
Investment
loss - 48.81% Excalibur
|
-
|
(1,080,969
|
)
|
|||||||||||||
Subsidiary
loss on equity method investment
|
(514,854
|
)
|
-
|
(1,511,588
|
)
|
-
|
||||||||||
Foreign
exchange gain (loss)
|
(5,038
|
)
|
854
|
(4,152
|
)
|
355
|
||||||||||
Other,
net
|
43,711
|
(3,774
|
)
|
72,943
|
(140
|
)
|
||||||||||
Total
other income
|
(341,719
|
)
|
359,912
|
(2,224,372
|
)
|
779,423
|
||||||||||
Net
income before income taxes
|
1,873,715
|
2,867,139
|
1,465,792
|
5,921,720
|
||||||||||||
Provision
for Income taxes
|
-
|
94,800
|
-
|
184,800
|
||||||||||||
Net
income
|
$
|
1,873,715
|
$
|
2,772,339
|
$
|
1,465,792
|
$
|
5,736,920
|
||||||||
Unrealized
gain (loss) on investments
|
75,129
|
(11,605
|
)
|
185,277
|
(121,091
|
)
|
||||||||||
Comprehensive
income
|
$
|
1,948,844
|
$
|
2,760,734
|
$
|
1,651,069
|
$
|
5,615,829
|
||||||||
Net
income per common share
|
||||||||||||||||
Basic
and diluted
|
$
|
0.02
|
$
|
0.05
|
$
|
0.02
|
$
|
0.09
|
||||||||
Weighted
average common shares outstanding basic and diluted
|
75,983,205
|
61,083,953
|
75,983,205
|
61,083,953
|
Six Months Ended
|
||||||||
September 30, 2009
|
September 30, 2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$
|
1,465,792
|
$
|
5,736,920
|
||||
Adjustments
to reconcile net income to net cash
|
||||||||
provided
by (used in) operating activities:
|
||||||||
Depreciation
and amortization
|
33,197
|
24,117
|
||||||
Investment
loss
|
1,080,969
|
-
|
||||||
Subsidiary
loss on equity method investment
|
1,511,588
|
-
|
||||||
Warranty
liability
|
(11,655
|
)
|
(42,696
|
)
|
||||
Stock
based compensation
|
-
|
120
|
||||||
Changes
in operating assets and liabilities:
|
||||||||
Inventories
|
454,040
|
(2,620,264
|
)
|
|||||
Prepaid
expenses and other current assets
|
1,293,733
|
531,521
|
||||||
Other
receivables
|
(62,864
|
)
|
-
|
|||||
Accounts
payable and accrued liabilities
|
(2,377,474
|
)
|
(213,954
|
)
|
||||
Other
liabilities
|
1,721,708
|
(9,151,696
|
)
|
|||||
Unearned
revenues
|
(926,830
|
)
|
(3,747,070
|
)
|
||||
Income
tax payable
|
-
|
184,000
|
||||||
Net
cash provided by (used in) operating activities
|
4,182,204
|
(9,299,002
|
)
|
|||||
Cash
flows from investing activities:
|
||||||||
Additions
to fixed assets
|
(144,215
|
)
|
(57,787
|
)
|
||||
Note
receivables – related party
|
(850,000
|
)
|
(22,760,000
|
)
|
||||
Purchase
of bonds
|
(4,771,924
|
)
|
-
|
|||||
Net
cash (used in) investing activities
|
(5,766,139
|
)
|
(22,817,787
|
)
|
||||
Cash
flows from financing activities:
|
||||||||
Restricted
cash
|
-
|
37,845,432
|
||||||
Proceeds
from issuance of stock and warrants
|
-
|
14,434,296
|
||||||
Net
cash provided by (used in) financing activities
|
-
|
52,279,728
|
||||||
Net
increase (decrease) in cash
|
(1,583,935
|
)
|
20,162,939
|
|||||
Cash,
beginning of period
|
38,181,837
|
15,165,620
|
||||||
Cash,
end of period
|
$
|
36,597,902
|
$
|
35,328,559
|
||||
Supplemental
disclosures of cash flow information:
|
||||||||
Interest
paid in cash
|
$
|
-
|
$
|
-
|
||||
Income
taxes paid in cash
|
$
|
-
|
$
|
800
|
||||
Non-cash
investing and financing activities:
|
||||||||
Unrealized
loss on available for sale securities
|
$
|
185,277
|
$
|
121,091
|
||||
Fixed
assets sold with receivable
|
$
|
33,504
|
$
|
-
|
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
|
For the three
|
For the three
|
For the six
|
For the six
|
|||||||||||||
months ended
|
months ended
|
months ended
|
months ended
|
|||||||||||||
September 30, 2009
|
September 30, 2008
|
September 30, 2009
|
September 30, 2008
|
|||||||||||||
Weighted
average
|
||||||||||||||||
warrants
outstanding
|
14,890,040 | - | 14,890,040 | - | ||||||||||||
Total
|
14,890,040 | - | 14,890,040 | - |
For the Three Months Ended
|
For the Six Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Historical
Numerator:
|
||||||||||||||||
Net
Income
|
$ | 1,873,715 | $ | 2,772,339 | $ | 1,465,792 | $ | 5,736,920 | ||||||||
Denominator:
|
||||||||||||||||
Weighted-average
shares used for basic net income per share
|
75,983,205 | 61,083,953 | 75,983,205 | 61,083,953 | ||||||||||||
Effect
of common stock equivalents
|
- | - | - | - | ||||||||||||
Weighted-average
shares used for diluted net (loss) per share
|
75,983,205 | 61,083,953 | 75,983,205 | 61,083,953 | ||||||||||||
Basic
and diluted net income per share
|
$ | 0.02 | $ | 0.05 | $ | 0.02 | $ | 0.09 | ||||||||
Diluted
net income per share
|
$ | 0.02 | $ | 0.05 | $ | 0.02 | $ | 0.09 |
September 30, 2009
|
September 30, 2008
|
|||||||||||||||||||||||
Fair Value
|
Cost
|
Unrealized
(Loss)
|
Fair Value
|
Cost
|
Unrealized
(Loss)
|
|||||||||||||||||||
Available
for sale securities
|
$ | 694,023 | $ | 999,029 | $ | (305,006 | ) | $ | 714,874 | $ | 999,029 | $ | (284,155 | ) | ||||||||||
Total
|
$ | 694,023 | $ | 999,029 | $ | (305,006 | ) | $ | 714,874 | $ | 999,029 | $ | (284,155 | ) |
September 30, 2009
|
||||||||||||||||
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
|
$ | 694,023 | $ | - | $ | - | $ | 694,023 | ||||||||
Total
assets measured at fair value
|
$ | 694,023 | $ | - | $ | - | $ | 694,023 |
September 30, 2009
|
March 31, 2009
|
|||||||
Automobile
|
$
|
154,724
|
$
|
154,724
|
||||
Furniture
and fixture
|
60,868
|
12,278
|
||||||
Computer
equipment
|
52,594
|
26,373
|
||||||
Machinery
and equipment
|
41,611
|
6,405
|
||||||
Leasehold
improvement
|
296,878
|
262,679
|
||||||
606,675
|
462,459
|
|||||||
Less:
Accumulated depreciation
|
(135,501
|
)
|
(102,303
|
)
|
||||
$
|
471,174
|
$
|
360,156
|
|
September 30,
|
March 31,
|
||||||
|
2009
|
2009
|
||||||
48.81%
equity interest (a)
|
$ | $14,536,757 | $ | 17,129,314 | ||||
$ | $14,536,757 | $ | 17,129,314 |
|
Three Months Ended September 30,
|
Six Months Ended September 30,
|
||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Exchange
rate
|
33 | - | 33 | - | ||||||||||||
Revenue
|
$ | 62,598 | $ | - | $ | 66,002 | $ | - | ||||||||
Gross
profit (loss)
|
$ | (1,117,410 | ) | $ | - | $ | (3,248,239 | ) | $ | - | ||||||
Loss
from continuing operations
|
$ | (1,054,812 | ) | $ | - | $ | (3,182,237 | ) | $ | - | ||||||
Net
loss
|
$ | (1,054,812 | ) | $ | - | $ | (3,182,237 | ) | $ | - | ||||||
EFT
48.81% share of loss
|
$ | (514,854 | ) | $ | - | $ | (1,553,250 | ) | $ | - | ||||||
Exchange
rate fluctuation difference
|
$ | - | $ | - | $ | 41,662 | $ | - | ||||||||
Subsidiary
loss on equity method investment
|
$ | (514,854 | ) | $ | - | $ | (1,511,588 | ) | $ | - |
|
September 30, 2009
|
March 31, 2009
|
|||||||||||
|
NT$
|
USD
|
NT$
|
USD
|
|||||||||
Total
assets
|
1,265,120,282 | 38,336,978 | 1,289,432,107 | 39,073,700 | |||||||||
Total
liabilities
|
285,120,048 | 8,640,001 | 204,417,971 | 6,194,484 | |||||||||
Net
assets
|
980,000,234 | 29,696,977 | 1,085,014,136 | 32,879,216 | |||||||||
EFT
48.81% ownership
|
478,338,115 | 14,495,095 | 529,595,400 | 16,048,345 | |||||||||
Ending
balance of investment account
|
14,536,757 | 17,129,314 | |||||||||||
Difference/Premium
|
41,662 | (1,080,969 | ) |
Shareholders’
Name
|
#
of
shares
|
%
|
||||||||
1
|
EFT
Investment Co. Ltd
|
58,567,750 | 48.81 | % | ||||||
2
|
Lu,
TsoChun
|
10,000,000 | 8.33 | % | ||||||
3
|
Chiao,
Jen-Ho
|
8,200,000 | 6.83 | % | ||||||
5
|
Lin,
Ming-i
|
5,170,000 | 4.31 | % | ||||||
4
|
Ms.
Ku
|
5,000,000 | 4.17 | % | ||||||
6
|
Yeuh-Chi
Liu
|
4,766,000 | 3.97 | % | ||||||
7
|
Steve
Hsiao
|
4,639,250 | 3.87 | % | ||||||
8
|
Wen
Investment
|
4,000,000 | 3.33 | % | ||||||
Others
(*)
|
19,657,000 | 16.38 | % | |||||||
Total
|
120,000,000 | 100 | % |
September 30, 2009
|
March 31, 2009
|
|||||||
Commission
payable
|
$ | 7,549,676 | $ | 5,977,969 | ||||
Payroll
liabilities
|
795,900 | 645,900 | ||||||
Warranty
liability
|
40,029 | 51,683 | ||||||
Other
|
- | - | ||||||
$ | 8,385,605 | $ | 6,675,552 |
Six Months Ended September 30,
|
||||||||
2009
|
2008
|
|||||||
Current:
|
||||||||
Domestic
|
$ | - | $ | 184,800 | ||||
Foreign
|
- | - | ||||||
Deferred
|
- | - | ||||||
Income
tax expenses
|
$ | - | $ | 184,800 |
Six Months Ended September 30,
|
||||||||
2009
|
2008
|
|||||||
Income
tax at U.S. statutory rate
|
$
|
545,026
|
$
|
1,715,862
|
||||
State
tax
|
-
|
800
|
||||||
Indefinitely
invested earnings of foreign subsidiaries
|
(550,320
|
)
|
(1,540,991
|
)
|
||||
Nondeductible
expenses
|
5,294
|
9,129
|
||||||
$
|
0
|
$
|
184,800
|
|||||
Effective
tax rate
|
0
|
%
|
3
|
%
|
September 30, 2009
|
March 31, 2009
|
|||||||
Warranty
liability at March 31
|
$ | 51,684 | $ | 85,608 | ||||
Costs
accrued
|
(11,655 | ) | (33,924 | ) | ||||
Service
obligations honored
|
- | - | ||||||
Warranty
liability at September 30
|
$ | 40,029 | $ | 51,684 | ||||
Current
portion
|
$ | 40,029 | $ | 51,684 | ||||
Non-current
portion
|
- | - | ||||||
Warranty
liability at end of period
|
$ | 40,029 | $ | 51,684 |
Year Ending March 31,
|
||||
2010
|
$
|
180,000
|
||
2011
|
360,000
|
|||
2012
|
360,000
|
Year Ending March
31,
|
||||
2010
|
$
|
6,810
|
||
2011
|
1,135
|
Year Ending March
31,
|
||||
2010
|
$
|
9,300
|
Year Ending March
31,
|
||||
2010
|
$
|
2,820
|
Year Ending March
31,
|
||||
2010
|
$
|
4,392
|
||
2011
|
1,464
|
Year Ending March
31,
|
||||
2010
|
$
|
1,584
|
||
2011
|
1,056
|
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)
|
$500,000
Loan Agreement, dated November 24, 2008, between the EFT Biotech
Holdings, Inc. (as the Lender), EFT Investment Co., LTD., and Excalibur
International Marine Corporation (as the Borrower)
|
|
10.5(5)
|
First
Extension of $500,000 Loan, dated December
25, 2008
|
|
10.6(5)
|
Second
Extension of $500,000 Loan, dated May 25, 2009
|
|
10.7(6)
|
$2,000,000
Loan Agreement, dated September 23, 2008, between the EFT
Biotech Holdings, Inc. (as the Lender), EFT Investment Co., LTD., and
Excalibur International Marine Corporation (as the
Borrower).
|
|
10.8(5)
|
First
Extension of $2,000,000 Loan, dated November 25, 2008
|
|
10.9(5)
|
Second
Extension of $2,000,000 Loan, dated May 25, 2009
|
|
10.10(6)
|
$600,000
Loan Agreement, dated May 13, 2009, between the EFT Biotech Holdings, Inc.
(as the Lender), EFT Investment Co., LTD., and Excalibur International
Marine Corporation (as the Borrower).
|
|
10.11(6)
|
Addendum
to $600,000 Loan Agreement, dated May 13, 2009, between the EFT Biotech
Holdings, Inc. (as the Lender), EFT Investment Co., LTD., and Excalibur
International Marine Corporation (as the Borrower).
|
|
10.12(7)
|
$330,000
Loan Agreement, dated July 14, 2008, between EFT BioTech Holdings, Inc.
(Lender) and Yeuh-Chi Liu (Borrower)
|
|
10.13(7)
|
Addendum
to $330,000 Loan Agreement, dated July 15, 2008, between BioTech Holdings,
Inc. and Yeuh-Chi Liu
|
|
10.14(7)
|
$1,567,000
Loan Agreement, dated July 25, 2008, between BioTech Holdings, Inc.
(Lender) and Yeuh-Chi Liu (Borrower)
|
|
10.15(8)
|
Subscription
Agreement with Excalibur International Marine
Corporation.
|
|
10.16(8)
|
Extension
of $2,000,000 loan with Excalibur International Marine
Corporation.
|
|
10.17(8)
|
Extension
of $600,000 loan with Excalibur International Marine
Corporation.
|
|
10.18(8)
|
Extension
of $500,000 loan with Excalibur International Marine
Corporation.
|
|
14.1(3)
|
Code
of Ethics
|
|
14.2(6)
|
Amended
Code of Business Conduct
|
|
16.1(4)
|
Letter
of Weinberg & Company P.A., dated April 21,
2009
|
(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.
|
(5)
|
Filed
as an Exhibit to Form 10-K (File No.: 001-34222) filed with the SEC on
July 17, 2009 and incorporated by reference
herein.
|
(6)
|
Filed
as an Exhibit to Amendment No. 4 to Form 10 (File No.: 001-34222) filed
with the SEC on September 3, 2009 and incorporated by reference
herein.
|
(7)
|
Filed
as an Exhibit to Amendment No. 5 to Form 10 (File No.: 001-34222) filed
with the SEC on October 29, 2009 and incorporated by reference
herein.
|
(8)
|
Filed
with this Amendment No. 9
|
EFT BIOTECH HOLDINGS,
INC.
|
||
Date:
April 12, 2010
|
By:
|
/s/ Jack Jie Qin
|
Name:
Jack Jie Qin
|
||
Title: President,
Chief Executive Officer and Chairman
|
||
(Principal
Executive Officer)
|
1.1
|
Subscription and Sale
of Newly-issued Stock
.
|
1.2
|
Time and Place of
dosing
.
|
1.3
|
Subscription
Price
.
|
1.4
|
Manner of Payment of
Subscription Price
.
|
1.5
|
Manner of Delivery of
Shares and Shareholder
Registration
.
|
2.1
|
Representations and
Warranties
.
|
2.2
|
Compliance with tills
Agreement
.
|
2.3
|
S
ubscription Permitted
by Applicable Laws
.
|
2.4
|
Litigation
.
|
2.5
|
Consents and
Approvals
.
|
2.6
|
Memorandum and
Articles of
Association
.
|
2.7
|
Board Approval of
Subscriber
.
|
3.1
|
Corporate-Existence
and Power
.
|
3.2
|
Corporate
Authorization; No
contravention
.
|
3.3
|
Binding
Effect
.
|
3.4
|
Litigation
.
|
3.5
|
C
ompliance with
Laws
.
|
3.6
|
Consent
.
|
3.7
|
No
Violations
.
|
3.8
|
Disclosure
.
|
3.9
|
Capitalization
.
|
3.10
|
Shareholders
.
|
3.11
|
Financial
Information
.
|
3.12
|
Absence of Undisclosed
Liabilities
.
|
4.1
|
Authorization; No
Contravention
.
|
4.2
|
Binding
Effect
.
|
5.1
|
Operation of
Company
.
|
5.2
|
Cross Straight Ferry
Liner Permits
.
|
6.1
|
Board of Directors and
Supervisors of the
Company
|
7.1
|
Termination
.
|
(i)
|
at
the election of the Company if any one or more of the conditions to its
obligation to close has hot been fulfilled as of the Closing
Date;
|
(ii)
|
at
the election of the Subscriber if any one or more of the conditions to its
obligation to close has not been fulfilled as of the Closing
Date;
|
(iii)
|
at
the election of the Subscriber if die Company has breached a covenant or
agreement contained in this Agreement, which breach cannot be or is not
cured by the Closing Date; or
|
(iv)
|
at
any time on or prior to me Closing Date, by mutual written consent of the
Company and the Subscriber.
|
7.2
|
Survival of
Representations
and
Warranties
.
|
7.3
|
Notices
.
|
(a)
|
If
to the Company:
|
(b)
|
If
to the Subscriber:
|
7.4
|
Expenses
.
|
7.5
|
Warranties of
Subscriber
.
|
7.6
|
Governing
Law
.
|
7.7
|
Dispute
Resolution
.
|
7.8
|
Entire
Agreement
.
|
EFT
BIOTECH HOLDINGS, INC.
|
|
By:
|
/s/ Jack Qin
|
Jack
Qin, President and CEO
|
|
EXCALIBUR
INTERNATIONAL MARINE
|
|
CORPORATION
|
|
By:
|
/s/ Jen-Ho Chiao
|
Jen-Ho
Chiao,
Chairman
|
|
-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 grant another extension (3
rd
extension) for the note 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.
|
|
-
Lender has approved to extend the Loan for additional twelve (12) months
due at November 25, 2009 to November 25, 2010 with new interest rate of
eight percent (8 %) per annum 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
|
B.
|
Independent
Capacity
|
D.
|
Assignment
|
E.
|
Amendment
|
G.
|
Severability
|
H.
|
Governing
Law and Venue
|
I.
|
Borrower
Authorization
|
Lender
|
Borrower
|
|
/s/ Jack Qin
|
/s/ Pyng Soon
|
|
Jack
Qin
|
Pyng
Soon
|
|
Executive
Director
|
Chairman
of Excalibur
|
|
EFT
BioTech Holdings, Inc.
|
|
International
Marine Corporation
|
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 17800 Castleton St., Suite 300, 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 eight percent (8%) 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 eight percent (8%)
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
|
|
Name
of Authorized Representative
|
|
Authorized
Signature
|
Chairman
|
Title
|
|
Date
|
|
·
|
Pursuant
to the Board’s resolution, Lender has approved Borrower’s loan dated May
13, 2009. 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
agrees to grant an extension (1
st
extension) for the note in the amount of US Six Hundred Thousand Dollars
(US$600,000), evidenced by a Promissory Note (the “Promissory Note”)
attached hereto as Exhibit A.
|
|
·
|
Lender
has approved to extend the Loan for twelve (12) months due at November 13,
2009 to November 13, 2010 with new interest rate of eight (8%) per annum
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.
|
Lender
|
Borrower
|
|
/s/ Jack Qin
|
/s/ Pyng Soon
|
|
Jack
Qin
|
Pyng
Soon
|
|
Executive
Director
|
Chairman
|
|
EFT
BioTech Holdings, Inc.
|
|
Excalibur
International Marine
Corporation
|
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
17800 Castleton St., Suite 300, City of Industry, California 91748, or at
such other place as Lender may designate, the principal sum of US Six
Hundred Thousand Dollars (US$ 600,000) 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 eight
(
8
%)
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 eight percent (8%)
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
|
|
Name
of Authorized Representative
|
|
Authorized
Signature
|
Chairman
|
Title
|
|
Date
|
|
-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 grant another extension (3
rd
extension) for the note 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.
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-Lender
has approved to extend the Loan for additional twelve (12) months due at
November 25, 2009 to November 25, 2010 with new interest rate of eight
(8%) per annum under this
Agreement.
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A.
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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.
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B.
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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.
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C.
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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.
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A.
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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.
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B.
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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.
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Lender
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Borrower
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/s/ Jack Qin
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/s/ Pyng Soon
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Jack
Qin
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Pyng
Soon
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Executive
Director
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Chairman
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EFT
BioTech Holdings, Inc.
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Excalibur
International Marine
Corporation
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1.
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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
17800 Castleton St., Suite 300, 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 eight (8%) 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.
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2.
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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.
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3.
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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:
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A.
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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 eight percent (8%)
per annum. Lender may exercise this option to accelerate during any
default by Borrower regardless of any prior
forbearance.
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B.
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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.
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C.
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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.
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4.
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Each
of the following events and conditions shall constitute an event of
default under this Promissory Note and the
Agreements:
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A.
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Failure
of the Borrower to repay any principal, accrued interest, and late fees,
if applicable, when due under the terms of this Promissory
Note.
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B.
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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.
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C.
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Termination
of the Loan Agreement pursuant to the terms thereof or breach by the
Borrower of any terms or conditions of said Loan
Agreement.
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D.
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Failure
of the Borrower to obtain and maintain insurance for the
vessel.
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E.
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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.
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F.
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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.
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5.
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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.
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6.
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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.
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7.
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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.
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8.
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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.
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9.
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This
Promissory Note shall be construed and enforced in accordance with the
laws of the State of California.
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Excalibur International Marine
Corporation
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Borrower
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Name
of Authorized Representative
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Authorized
Signature
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Chairman
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Title
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Date
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