Nevada
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27-3755055
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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None
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N/A
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Title of each class
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Name of each exchange on which registered
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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331 East 5
th
Street
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Tel 604.929.0819
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North Vancouver BC
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Fax: 1.877.874.9583
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V7L 1M1
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keith@krmargetson.com
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Canada
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“K. R. MARGETSON LTD.”
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North Vancouver BC
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C
hartered
A
ccountant
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July 14, 2011
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23
rd
March 2011
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Date
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gez. Dr. Winfried Heide
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Auditor (signature)
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Dr. Winfried Heide WP/StB
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Comeniusstraße 32
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01307 Dresden
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Audit Company:
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16
th
April 2010
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Date
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gez. Dr. Winfried Heide
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Auditor (signature)
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Dr. Winfried Heide WP/StB
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Comeniusstraße 32
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01307 Dresden
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Audit Company:
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2011
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2010
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|||||||
$
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$
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|||||||
Assets
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||||||||
Current Assets
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||||||||
Cash and cash equivalents (Note 5)
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8,530,864 | 1,744,965 | ||||||
Accounts receivable (Note 6)
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5,698,320 | 2,821,958 | ||||||
Inventories (Note 2)
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- | 114,172 | ||||||
Deferred tax assets
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- | 12,284 | ||||||
Prepaid expenses (Note 7)
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1,423,281 | 1,550,634 | ||||||
Assets held for sale (Note 8)
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1,981,887 | 332,812 | ||||||
Other receivables (Note 9)
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- | 12,372,600 | ||||||
Total current assets
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17,634,353 | 18,949,425 | ||||||
Property, plant and equipment (Note 10)
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298,497 | 275,856 | ||||||
Financial assets (Note 11)
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1,369,454 | 475,845 | ||||||
Deferred tax assets (Note 12)
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1,136,135 | 4,968,740 | ||||||
Goodwill (Note 13)
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39,688,966 | 35,767,273 | ||||||
Software (Note 14)
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16,514,894 | 13,028,818 | ||||||
Other assets (Note 15)
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223,630 | 175,900 | ||||||
Total non-current assets
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59,231,576 | 54,692,432 | ||||||
Total assets
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76,865,928 | 73,641,857 | ||||||
Liabilities and shareholders' equity
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||||||||
Current liabilities
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||||||||
Notes payable (Note 16)
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1,440,295 | - | ||||||
Liabilities to banks (Note 17)
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50,324 | 83,793 | ||||||
Accounts payables and accrued liabilities (Note 18)
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4,972,833 | 3,532,004 | ||||||
Other liabilities (Note 19)
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3,674,073 | 1,982,916 | ||||||
Deferred income (Note 20)
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6,208,458 | 5,919,527 | ||||||
Liabilities held for sale (Note 21)
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- | 2,013,729 | ||||||
Total current liabilities
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13,416,181 | 13,531,969 | ||||||
Notes payable
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- | 1,549,490 | ||||||
Liabilities to banks (Note 22)
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780,277 | 3,231,405 | ||||||
Deferred tax liabilities (Note 23)
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878,450 | 926,357 | ||||||
Retirement benefit obligation (Note 24)
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153,962 | 150,276 | ||||||
Other liabilities (Note 25)
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6,127,373 | 4,426,326 | ||||||
Total non-current liabilities
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7,940,061 | 10,283,853 | ||||||
Total liabilities
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24,286,045 | 23,815,823 |
2011
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2010
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|||||||
$
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$
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|||||||
Shareholders' equity
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||||||||
Common stock (Note 26)
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22,544 | 16,500 | ||||||
Additional paid in capital
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33,894,661 | 27,221,755 | ||||||
Retained earnings
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(174,959 | ) | 1,642,728 | |||||
Other comprehensive income
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(13,639 | ) | 130,419 | |||||
Total shareholders' equity
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33,728,607 | 29,011,403 | ||||||
Noncontrolling interest in subsidiaries
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18,851,277 | 20,814,631 | ||||||
Total equity and liabilities
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76,865,928 | 73,641,857 |
2 0 1 1
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2 0 10
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|||||||
$
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$
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|||||||
Net sales
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27,707,226 | 31,584,732 | ||||||
Cost of goods sold
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14,082,494 | 11,323,991 | ||||||
Gross profit
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13,624,731 | 20,260,741 | ||||||
Operating expenses
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||||||||
Selling expenses
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10,610,545 | 13,847,697 | ||||||
Administrative expenses
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3,853,532 | 4,481,893 | ||||||
General expenses
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1,453,961 | 703,129 | ||||||
15,918,290 | 19,032,719 | |||||||
Operating income
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(2,293,558 | ) | 1,228,022 | |||||
Other Income (expense)
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||||||||
Other Income (expense)
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2,393,821 | 454,486 | ||||||
Interest income
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16,804 | 44,626 | ||||||
Interest expense
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(471,282 | ) | (263,590 | ) | ||||
1,939,343 | 235,522 | |||||||
Income (loss) before income taxes
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(354,215 | ) | 1,463,544 | |||||
Income tax expense
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3,283,091 | 44,106 | ||||||
Net income (loss)
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(3,637,306 | ) | 1,419,438 | |||||
Net income (loss) attributable to non controlling interest
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(1,963,354 | ) | 710,605 | |||||
Net income (loss) attibutable to shareholders
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(1,817,687 | ) | 708,833 | |||||
Other comprehensive income (loss)
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(144,059 | ) | 38,626 | |||||
Comprehesive income (loss) attributed to shareholders
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(1,961,746 | ) | 747,458 | |||||
Net earnings (loss) per share, basic and diluted
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(0.118 | ) | 0.045 | |||||
Weighted average number of common stock shares outstanding, basic and diluted
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16,566,236 | 16,500,000 |
Common Stock
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||||||||||||||||||||||||||||
Shares
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Amount
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Additional
Paid in Capital
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Accumulated
Other
Comprehensive
Income (Loss)
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Accumulated
Deficit
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Equity
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Equity
attributable to
noncontrolling
interests
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||||||||||||||||||||||
$
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$
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$
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$
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$
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$
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|||||||||||||||||||||||
Balance April 1, 2009
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16,500,000 | 16,500 | 27,221,755 | 91,794 | 933,895 | 28,263,944 | 20,104,026 | |||||||||||||||||||||
Net income for the year ended March 31, 2010
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- | - | - | 38,626 | 708,833 | 747,458 | 710,605 | |||||||||||||||||||||
Balance, March 31, 2010
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16,500,000 | 16,500 | 27,221,755 | 130,419 | 1,642,728 | 29,011,403 | 20,814,631 | |||||||||||||||||||||
Shares issued for cash
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6,044,000 | 6,044 | 6,672,906 | - | - | 6,678,950 | - | |||||||||||||||||||||
Net loss for the year ended March 31, 2011
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- | - | - | (144,059 | ) | (1,817,687 | ) | (1,961,746 | ) | (1,963,354 | ) | |||||||||||||||||
22,544,000 | 22,544 | 33,894,661 | (13,639 | ) | (174,959 | ) | 33,728,607 | 18,851,277 |
2011
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2010
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|||||||
$
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$
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|||||||
Cash flow from operating activties
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||||||||
Net income (loss) for the year
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(3,637,306 | ) | 1,419,438 | |||||
Adjustments
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||||||||
Deferred income taxes
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3,239,283 | (73,651 | ) | |||||
Depreciation and amortization
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4,036,047 | 2,893,795 | ||||||
Minority interest losses
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(9,188 | ) | (714 | ) | ||||
Changes in operating assets and liabilities
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||||||||
Accounts receivable and other assets
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(5,310,427 | ) | 1,959,103 | |||||
Retirement benefit obligation
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14,730 | 6,696 | ||||||
Inventories
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- | (9,374 | ) | |||||
Accounts payable and other liabilities
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3,440,602 | (2,804,075 | ) | |||||
Net cash provided by operating activities
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1,773,742 | 3,391,219 | ||||||
Cash flow from investing activties
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||||||||
Purchase of intangible assets
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(3,865,982 | ) | (4,566,331 | ) | ||||
Purchase of property, plant and equipment
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(161,037 | ) | (479,398 | ) | ||||
Purchase of subsidiaries
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(251,751 | ) | - | |||||
Proceeds from sale of subsidaries
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5,052,424 | - | ||||||
Purchase of financial assets
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- | 42,851 | ||||||
Net cash used in investing activities
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773,655 | (5,002,878 | ) | |||||
Cash flow from financing activties
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||||||||
Net borrowings - banks
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(2,221,567 | ) | 739,183 | |||||
other borrowings
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80,232 | - | ||||||
Capital paid-in
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6,678,950 | - | ||||||
Net cash used in financing activities
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4,537,615 | 739,183 | ||||||
Effect of exchange rate changes on cash
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(299,113 | ) | 151,108 | |||||
Net increase in cash
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6,785,899 | -721,368 | ||||||
Cash and cash equivalents - Beginning of the year
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1,744,965 | 3,589,838 | ||||||
Reclassification to Assets held for sale
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- | (1,123,505 | ) | |||||
Cash and cash equivalents - End of year
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8,530,864 | 1,744,965 |
No.:
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Description:
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3.1
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Articles of Incorporation [Incorporated by reference to the Company’s Form SB-2 filed January 14, 2008]
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3.1.1*
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Certificate of Amendment to Articles of Incorporation, effective September 6, 2010
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3.1.2*
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Certificate of Amendment to Articles of Incorporation, effective November 22, 2010
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3.2
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Bylaws [Incorporated by reference to the Company’s Form SB-2 filed January 14, 2008]
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10.1
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Subsidiary Stock Purchase Agreement, dated September 21, 2009, between SWAV Enterprises Ltd. and Pui Shan Lam [Incorporated by reference to the Company’s Form 8-K filed September 21, 2009]
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10.2
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Asset Purchase Agreement, dated April 26, 2010, between SWAV Enterprises Ltd. and Lotus Holdings Limited [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
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10.3
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Non-Affiliate Stock Purchase Agreement, dated April 26, 2010, between the Selling Stockholders and Joerg Ott [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
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10.4
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Affiliate Stock Purchase Agreement, dated April 26, 2010, between the Selling Stockholders and Joerg Ott [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
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10.5
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Subsidiary Stock Purchase Agreement, dated April 26, 2010, between SWAV Enterprises Ltd. and Pui Shan Lam [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
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10.6
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Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and LVM Landwirtschaftlicher Versicherungsverein AG [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.7
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Stock Purchase Agreement, dated November 3, 2010, between GBS Enterprises Incorporated and MPire Capital City [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.8
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Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and Stone Mountain Ltd. [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.9
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Stock Purchase Agreement, dated November 3, 2010, between GBS Enterprises Incorporated and Tuomo Tilman [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.10
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Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and vbv Vitamin B Venture GmbH [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.11
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Stock Purchase Agreement, dated November 5, 2010, between GBS Enterprises Incorporated and Jyrki Salminen [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.12
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Stock Purchase Agreement, dated January 5, 2011, between GBS Enterprises Incorporated and Delta Consult LP [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.13
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Stock Purchase Agreement, dated January 5, 2011, between GBS Enterprises Incorporated and GAVF LLC [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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10.14
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Stock Purchase Agreement, dated January 5, 2011, between GBS Enterprises Incorporated and K Group [Incorporated by reference to the Company’s Form 10-Q/A Amendment No. 2 for the quarter ended December 31, 2010]
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31.1*
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
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31.2*
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer
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32.1*
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Section 1350 Certification of Principal Executive Officer
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32.2*
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Section 1350 Certification of Principal Financial and Accounting Officer
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GBS ENTERPRISES INCORPORATED
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By:
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/s/ JOERG OTT
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Joerg Ott
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President, Chief Executive Officer and Director
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(Principal Executive Officer)
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Date: July 15, 2011
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Signature
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Title
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Date
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/s/ JOERG OTT
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President, Chief Executive Officer and Director
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July 15, 2011
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||
Joerg Ott
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(Principal Executive Officer)
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|||
/s/ RONALD J. EVERETT
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Chief Financial Officer
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July 15, 2011
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Ronald J. Everett
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(Principal Financial and Accounting Officer)
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|||
/s/ GARY MACDONALD
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Executive Vice President and Chief Development Officer
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July 15, 2011
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Gary MacDonald
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1.
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I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2011 of GBS Enterprises Incorporated (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ JOERG OTT
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Joerg Ott
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President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2011 of GBS Enterprises Incorporated (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ RONALD J. EVERETT
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Ronald J. Everett
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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(1)
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the Amendment No. 1 to the Annual Report on Form 10-K of GBS Enterprises Incorporated for the fiscal year ended March 31, 2011fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
the information contained in the Amendment No. 1 to the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of GBS Enterprises Incorporated.
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Date: July 15, 2011
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/s/ JOERG OTT
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Joerg Ott
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President and Chief Executive Officer
|
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(Principal Executive Officer)
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(1)
|
the Amendment No. 1 to the Annual Report on Form 10-K of GBS Enterprises Incorporated for the fiscal year ended March 31, 2011fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
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(2)
|
the information contained in the Amendment No. 1 to the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of GBS Enterprises Incorporated.
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Date: July 15, 2011
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/s/ RONALD J. EVERETT
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Ronald J. Everett
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
|