Item 1. Business.
Overview and Recent History
China Domestica Bio-technology Holdings, Inc. was incorporated in the State of Nevada on August 17, 2006 under the name “Cienega Creek Holdings, Inc.” The Company was previously engaged in the computer software business. On March 16, 2010, the Company entered into a material definitive agreement (the “Belmont Stock Purchase Agreement”) with Michael Klinicki and Belmont Partners, LLC (“Belmont”) whereby Belmont purchased a controlling interest of the Company’s common stock (the “Belmont Purchase Transaction”) from Michael Klinicki on March 18, 2010. Pursuant to the Belmont Stock Purchase Agreement, Joseph Meuse, a managing member of Belmont, was appointed as a member of the Company’s Board of Directors and to the office of President and all other Directors and officers of the Company resigned. Concurrent with this change of management, the Company moved its principal executive offices to 360 Main Street, Washington, VA 22747. Contemporaneously with the Belmont Purchase Transaction, the Company changed its plan of business from the development and marketing of computer software to seeking to acquire or merge with a revenue-producing company.
On April 26, 2010, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) by and among China Sheng Yong Bio-Pharmaceutical Holding Company Limited, or the “Buyer,” Belmont, or the Seller, and the Company. Pursuant to the terms of the Purchase Agreement, on April 26, 2010, the Buyer acquired from the Seller a controlling interest in the Company’s common stock. Pursuant to the terms of the Purchase Agreement, the Company agreed to issue to the Seller shares of its common stock such that the Seller will own 5% of the issued and outstanding capital stock of the Company after the closing of a merger transaction with an as of yet unidentified target corporation contemplated by the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, Joseph J. Meuse resigned on the Closing Date and Qingyu Meng was named President and Director of the Company and Yung Kong Chin was named Secretary and Director of the Company. Such resignation and appointments were effective as of the Closing Date with respect to the officers of the Company. The resignation of Joseph J. Meuse as a director and the naming of Messrs. Meng and Chin as directors took effect on May 22, 2010. Concurrent with this change of management, the Company moved its principal executive offices to Room 2303, 2304 ShenFang Square, 3005 RenMing Road South, LuFung District, Shenzhen, China. The Company’s telephone number is (86) 13168096855. The Company’s fiscal year end is March 31.
On June 29, 2010, the Company amended its articles of incorporation to change its name to “China Domestica Bio-technology Holdings, Inc.,” to authorize the issuance of up to 10,000,000 shares of “blank check” preferred stock and to effect a 46-for-1 reverse stock split of its outstanding shares of common stock. A copy of the amendment to the Company’s articles is included in Exhibit 3.1 to this Annual Report. The reverse stock split reduced the number of issued and outstanding shares of our Common Stock from 2,294,250 shares outstanding prior to the split to 49,896 shares outstanding after the split. The reverse stock split became effective on June 29, 2010.
From inception to the present, the Company has not generated any revenue, and remains a development stage business with limited operations. We have limited assets, and our prospects of future profitable operations may be delayed or never realized. We may encounter difficulties that prevent us from operating our business as intended or that will prevent us from doing so in a profitable manner. Our business must be evaluated in view of possible delays, additional expenses, and other unforeseen complications that are often encountered by new business ventures.
Selection of a Business Combination
The Company is currently seeking to acquire or merge with a revenue-producing company. Due to our lack of financial resources, the scope and number of suitable business ventures is limited. We are therefore most likely to participate in a single business venture. Accordingly, the Company will not initially be able to diversify and will be limited to one merger or acquisition. The lack of diversification will prevent us from offsetting losses from one business opportunity against profits from another.
The decision to participate in a specific business opportunity will be made upon management’s analysis of the quality of the opportunity’s management and personnel, the anticipated acceptability of products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. Further, it is anticipated that the historical operations of a specific venture may not necessarily be indicative of the potential for the future because of the necessity to substantially shift a marketing approach, expand operations, change product emphasis, change or substantially augment management, or make other changes. The Company will be partially dependent upon the management of any given business opportunity to identify such problems and to implement, or be primarily responsible for the implementation of required changes.
Since we may participate in a business opportunity with a newly organized business or with a business which is entering a new phase of growth, it should be emphasized that the Company may incur risk due to the failure of the target’s management to have proven its abilities or effectiveness, or the failure to establish a market for the target’s products or services, or the failure to realize profits.
The Company will not acquire or merge with any company for which audited financial statements cannot be obtained. Management anticipates that any opportunity in which we participate will present certain risks. Many of these risks cannot be adequately identified prior to selection of a specific opportunity. Our shareholders must therefore depend on the ability of management to identify and evaluate such risks. Further, in the case of some of the opportunities available to us, it may be anticipated that some of such opportunities are yet to develop as going concerns or that some of such opportunities are in the development stage in that same have not generated significant revenues from principal business activities prior to our participation.
Acquisition of Business
Implementation of a structure for any particular business acquisition may involve a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. The Company may also purchase stock or assets of an existing business. On the completion of a transaction, it is possible that present management and shareholders of the Company would not remain in control of the Company. Further, our officers and directors may, as part of the terms of any transaction, resign, to be replaced by new officers and directors.
We anticipate that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. However, in certain circumstances, as a negotiated element of any transaction, the Company may agree to register securities either at the time a transaction is consummated, under certain conditions, or at a specified time thereafter. The issuance of substantial additional securities and their potential sale into any trading market may have a depressive effect on such market.
While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to a business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so called “tax-free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our shareholders would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.
The manner in which we participate in an opportunity will depend on the nature of the opportunity and the respective needs and desires of the Company and other parties. Negotiations that involve mergers or acquisitions will focus on the percentage of the Company that the target company shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, our shareholders will in all likelihood hold a lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by our current shareholders.
Operation of Business after Acquisition
The Company’s operation following its merger or acquisition of a business will be dependent on the nature of the business and the interest acquired. We are unable to determine at this time whether the Company will be in control of the business or whether present management will be in control of the Company following the acquisition. We may expect that any future business will present various challenges that cannot be predicted at the present time.
Competition
We will be involved in intense competition with other business entities to obtain a suitable business opportunity, many of which competitors will have a considerable edge over us by virtue of their stronger financial resources and prior experience in business.
Employees
At this time we have no employees. All of our activities are carried out by our officers and directors.
How to Obtain Our SEC Filings
We file annual, quarterly, and special reports, proxy statements, and other information with the Securities and Exchange Commission (SEC). Reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC's website at www.sec.gov.
Item 1A.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide risk factors.
Item 2.
Item 2. Properties.
We do not own any properties. On April 26, 2010, we moved our headquarters to office space occupied by Qingyu Meng, our former President, and continue to have no lease agreement or obligation.
Item 3.
Item 3. Legal Proceedings.
We are not currently involved in any material pending legal proceeding.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
The Company's common shares are quoted on the inter-dealer electronic quotation and trading system maintained by Pink OTC Markets Inc. under the ticker symbol “CDBH.” The following table shows, for the calendar periods indicated, the range of reported high and low bid quotations for those shares. Such prices reflect inter dealer prices, without retail markup, markdown or commission and may not necessarily represent actual transactions, and do reflect the 46-for-1 reverse stock split of the Company’s common shares which took effect on June 29, 2010.
Holders
As of March 31, 2012, there were approximately 26 record holders of the Company’s Common Stock as reflected on the books of the Company's transfer agent.
Dividends
The Company had not paid any dividends on its Common Stock and the Board of Directors of the Company presently intends not to declare dividends, but to pursue a policy of retaining earnings, if any, for use in the Company's operations and to finance expansion of its business. The declaration and payment of dividends in the future on the Common Stock will be determined by the Board of Directors in light of conditions then existing, including the Company's earnings, financial condition, capital requirements and other factors.
Securities Authorized for Issuance Under Equity Compensation Plans
As of March 31, 2012, we had no equity compensation arrangements or plans either approved or not approved by our stockholders. We granted no options during our fiscal year ended March 31, 2012 and had no options outstanding as of March 31, 2012.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following should be read in conjunction with the financial statements of the Company included elsewhere herein.
Forward-looking Statements
When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “intend,” “plans”, and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends which may affect our future plans of operations, business strategy, operating results and financial position. Forward looking statements in this report include without limitation statements relating to trends affecting our financial condition or results of operations, our business and growth strategies and our financing plans.
Such statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors include statements other than historical information or statements of current conditions and may relate to our future plans, operations and objectives and results, among other things, our plans to consider possible acquisitions, statements with respect to our expectations or beliefs with respect to future competition and statements concerning our need for and ability to attract additional capital, and other risks and factors set forth from time to time in our filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.
Overview and Recent History
China Domestica Bio-technology Holdings, Inc. was incorporated in the State of Nevada on August 17, 2006 under the name “Cienega Creek Holdings, Inc.” The Company was previously engaged in the computer software business. On March 16, 2010, the Company entered into a material definitive agreement (the “Belmont Stock Purchase Agreement”) with Michael Klinicki and Belmont Partners, LLC (“Belmont”) whereby Belmont purchased a controlling interest of the Company’s common stock (the “Belmont Purchase Transaction”) from Michael Klinicki on March 18, 2010. Pursuant to the Belmont Stock Purchase Agreement, Joseph Meuse, a managing member of Belmont, was appointed as a member of the Company’s Board of Directors and to the office of President and all other Directors and officers of the Company resigned. Concurrent with this change of management, the Company moved its principal executive offices to 360 Main Street, Washington, VA 22747. Contemporaneously with the Belmont Purchase Transaction, the Company changed its plan of business from the development and marketing of computer software to seeking to acquire or merge with a revenue-producing company.
On April 26, 2010, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) by and among China Sheng Yong Bio-Pharmaceutical Holding Company Limited, or the “Buyer,” Belmont, or the Seller, and the Company. Pursuant to the terms of the Purchase Agreement, on April 26, 2010, the Buyer acquired from the Seller a controlling interest in the Company’s common stock. Pursuant to the terms of the Purchase Agreement, the Company agreed to issue to the Seller shares of its common stock such that the Seller will own 5% of the issued and outstanding capital stock of the Company after the closing of a merger transaction with an as of yet unidentified target corporation contemplated by the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, Joseph J. Meuse resigned on the Closing Date and Qingyu Meng was named President and Director of the Company and Yung Kong Chin was named Secretary and Director of the Company. Such resignation and appointments were effective as of the Closing Date with respect to the officers of the Company. The resignation of Joseph J. Meuse as a director, and the naming of Messrs. Meng and Chin as directors took effect on May 22, 2010. Concurrent with this change of management, the Company moved its principal executive offices to Room 2303, 2304 ShenFang Square, 3005 RenMing Road South, LuFung District, Shenzhen, China. The Company’s telephone number is (86) 13168096855. The Company’s fiscal year end is March 31.
On June 29, 2010, the Company amended its articles of incorporation to change its name to “China Domestica Bio-technology Holdings, Inc.,” to authorize the issuance of up to 10,000,000 shares of “blank check” preferred stock and to effect a 46-for-1 reverse stock split of its outstanding shares of common stock. The reverse stock split reduced the number of issued and outstanding shares of our Common Stock from 2,294,250 shares outstanding prior to the split to 49,896 shares outstanding after the split. The reverse stock split became effective on June 29, 2010.
Plan of Operations
We are a start-up, development-stage corporation and have not yet generated or realized any revenues from our business operations.
Whereas sales and marketing activities were our focus during fiscal 2009, we were unable to realize any revenues from fiscal 2010 through 2012 as a result of these activities. As a result of our lack of revenues and inability to secure additional funding to allow business operations to continue, our Board of Directors determined that it was necessary to terminate the execution of our prior business plan, and that a change in business focus was needed and in the best interests of the Company and its shareholders. The goal of the new business plan is to merge with or acquire a revenue-producing business or a development stage business with a high potential for growth.
We will need additional capital in fiscal 2012. As of March 31, 2012, we had $215 in cash and cash equivalents. During the most recent fiscal year, we made certain cost reductions. We have no remaining employees.
Although we continue to look for ways to raise additional capital, we recognize that it is not likely this will be successful. As an alternative strategy, we have decided to focus on identifying suitable candidates to merge with or acquire. We believe that our ability to continue to operate depends on finding a suitable merger target with the ability to raise additional needed capital. Notwithstanding the elimination of most of our remaining expenses, we may need additional cash during the next twelve months. As a result of our current limited cash availability we do not anticipate hiring any employees for the foreseeable future.
Results of Operations
Year Ended March 31, 2012 Compared to the Year Ended March 31, 2011
For the year ended March 31, 2012, we incurred a net loss of approximately $35,913, which was approximately $25, 475 less, or 41.50% less than the prior year’s loss of $61,388. During the year ended March 31, 2012, the Company’s activities were focused on administrative activities and developing our sales and marketing capabilities. During the most recent year, our expenses were primarily a result of professional fees associated with being a public company.
Operating expenses for the year ended March 31, 2012 of $35,913 decreased $30,075 from those of $65,988 for the year ended March 31, 2011 due primarily to: a decrease in professional fees from $65,734 in 2011 versus $35,253 in 2012, and were partially offset by an increase in general & administrative expense from $254 in 2011 to $660 in 2012.
Liquidity and Capital Resources
At its current level of operations, the Company will need to begin profitable operations and/or raise additional capital during the next fiscal year. As of March 31, 2012, the Company had not generated any revenue and had $215 in cash and cash equivalents and owed accounts payable and accrued liabilities of $200. We estimate that we will require minimum funding in fiscal year 2012 of approximately $30,000 in order to fund our operations. Our ability to continue operating depends on our ability to locate and merge with a business generating revenues. If the Company is successful in finding a suitable merger target, it may result in significant dilution to existing shareholders.
Going Concern
We incurred a net loss of approximately $35,913 for the fiscal year ended March 31, 2012, and a cumulative net loss of approximately $530,811 since inception (August 17, 2006) through March 31, 2012, and there is substantial doubt about our ability to continue as a going concern. As of March 31, 2012, we had approximately $215 in cash and cash equivalents. In order to continue to operate we need to develop additional sources of capital and to ultimately achieve profitable operations. We do not have sufficient resources to fund our operations for the next twelve months.
We estimate that we will require minimum funding in fiscal year 2012 of approximately $30,000 in order to fund our operations. Although we are actively seeking new sources of equity and reduce our expenses while seeking a suitable merger candidate, there can be no assurances that we will be able to raise additional capital on terms that are acceptable to us or at all. Additionally, there can be no assurance that we will be able to find a suitable merger candidate.
Current market conditions, continued negative cash flows and lack of liquidity create significant uncertainty about the our ability to fully implement our operating plan, as a result of which we may have to further reduce the scope of our operations.
Off-Balance Sheet Arrangements
At March 31, 2012, we did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
Critical Accounting Policies
Cash and Cash Equivalents
For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
Property and Equipment
Property and equipment are stated at cost. Depreciation has been calculated over the estimated useful lives of the assets ranging of 5 years using the straight line method. The cost of maintenance and repairs is expensed as incurred.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Revenue Recognition
Presently, the Company is in the development stage and as such, has no revenues. Upon emerging from the development stage the Company will adopt a policy of recognizing revenue when a definitive agreement with a determinable price exists, product delivery and/or invoicing (in each case where there is reasonable assurance of meeting customer-specified criteria) has occurred, and the collectibility of the invoice is reasonably assured.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. At March 31, 2012, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization.
As of March 31, 2012, the deferred tax asset related to the Company's net operating loss carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
Dividends
The Company is a Development Stage Company and has not yet adopted a policy regarding the payment of dividends.
Foreign Currency Translation
The financial statements are presented in United States dollars. During the fiscal year ended, March 31, 2012, the Company was a United States Company and accounted for in US Dollars. Effective with the acquisition of the Company on April 26, 2010, in conjunction with the Common Stock Purchase Agreement, the Company will be changing its’ functional currency to the Chinese Renminbi (RMB) as the Company will be domiciled in the People’s Republic of China (PRC). This change in functional currency results in a change in accounting principle and pursuant to current accounting literature (ASC 250) changes should be accounted for retrospectively to all prior periods, unless it is impractical to do so. It was determined impracticable to determine the cumulative effect if this change in accounting principle and the retroactive application of this change to prior years, because the Company’s accounting records do not provide sufficient information to apply this change in functional currency. As a result, this change will be applied prospectively.
In accordance with FASB ASC 830, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets are translated at the exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.
Earnings (Loss) per Share
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss) per share are computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.
As of March 31, 2012, the Company has no issued and outstanding warrants or options.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
The Company’s management has evaluated recently issued accounting standards through the filing date of these financial statements and believes that the recently issued accounting standards will not have a material impact on the Company’s financial position, operations, or cash flows.
Inflation
We believe that inflation has not had a material effect on our operations to date.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The Financial Statements are filed as part of this Annual Report on Form 10-K.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A(T).
Item 9A(T). Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer (our President and Secretary, respectively), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of March 31, 2012, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.
Management assessed the effectiveness of the Company's internal control over financial reporting as of evaluation date and identified the following material weaknesses:
Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.
Lack of Audit Committee and Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Insufficient Written Policies: We have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.
Management, including our president, has discussed the material weaknesses noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
Not applicable.
PART III
Item 10.
Item 10. Directors, Executive Officers, and Corporate Governance.
Directors and Executive Officers
The following is a list of our directors and executive officers as of March 31, 2012.
NAME
AGE
POSITION
Qingyu Meng(1)
Former Director and President
Yung Kong Chin(2)
Director and President
(1) On February 13, 2012, Qingyu Meng resigned as President and as a member of the Board of Directors of the Company. On May 30, 2013 he was reappointed to those positions.
(2) On February 16, 2012, the Board of Directors appointed Mr. Yung Kong Chin as President of the Company. On May 30, 2013 he resigned as Director and President.
Information regarding the business backgrounds of our directors and executive officers is set forth below.
Qingyu Meng Other than from February 13, 2012 to May 30, 2013, Mr. Meng served as our President since April 2010 and a Director of the Company since June 2010. Mr. Meng is a Master’s Degree candidate with a bio-pharmaceuticals major in the life science college, Heilongjiang August First Land Reclamation University. Since 2001, he has specialized in housefly bio-active proteins’ medical application research in the area of molecular biology. He is the member of Heilongjiang Provincial Hospital Management Association Professional Committee of Clinical Nutrition; the managing director of Daqing Nutrition Society; a technology partner of State Key Protein Structure Laboratory; and he independently has four national invention patents of full housefly bio-active proteins. Since 2005, he has been the chairman and president of China Housefly Biotechnology Holding Company.
Yung Kong Chin Until May 30, 2013, Mr. Chin has served as our President since February 13, 2012, Secretary since April 2010 and a Director of the Company since June 2010. Mr. Chin graduated from the University of Hull in the United Kingdom with a Master of Finance. Mr. Chin served as president of QMIS Capital Finance Pty. Ltd. in Singapore and QMIS Capital Finance Investment Inc. from 2003 to the present. Before joining QMIS, he was a financial controller for the Kwok Group Company in China.
Family Relationships
None of the Company’s directors or executive officers is related by blood, marriage or adoption to any other director or executive officer.
Involvement in Certain Legal Proceedings
No director or executive officer has been convicted of a criminal offense within the past ten years or is the subject of a pending criminal proceeding. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. No director or officer has been found by a court to have violated a federal or state securities or commodities law.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s directors and officers and holders of more than 10% of the issued and outstanding shares of our Common Stock to file with the SEC initial reports of ownership, and reports of changes in ownership, of common stock and other equity securities of the Company. Based solely on our review of copies of the reports by some of those persons, the Company believes that, during fiscal year 2012, all of its directors and officers and holders of more than 10% of the issued and outstanding shares of our common stock complied with all reporting requirements under Section 16(a).
Code of Ethics
We do not currently have a code of ethics. Because we have only limited business operations and only two officers and directors, we believe a code of ethics would have limited utility at this time.
Item 11.
Item 11. Executive Compensation.
The following table shows the compensation of our executive officers for the fiscal years ended March 31, 2012 and March 31, 2011:
Employment Agreements
At present, the Company is operated by its executive officers and directors without compensation and the Company is currently not a party to any employment agreements.
Equity Compensation Plans
As of March 31, 2012, we had no equity compensation arrangements or plans and no options outstanding to purchase shares of our Common Stock. During the fiscal years ended March 31, 2012, and March 31, 2011, we have not granted any stock options to our named executive officers. During our fiscal year ended March 31, 2012, none of our named executive officers or directors exercised any options to purchase shares of our Common Stock.
Director Compensation
Directors of our Company are not compensated in cash for their services but are reimbursed for out-of-pocket expenses incurred in furtherance of our business.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding beneficial ownership of our common stock as of August 5, 2012 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, Room 2303, 2304 ShenFang Square, 3005 RenMing Road South, LuFung District, Shenzhen, China 518001. Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them. The information in this table is as of August 5, 2012 based upon 49,896 shares of common stock outstanding.
* Less than 1%
- N/A
(1) Mr. Meng is a director and President of China Sheng Yong Bio-pharmaceutical Holding Company Limited, which is the owner of 28,240 shares of the Company’s common stock.
(2) Mr. Chin is a director and Secretary of China Sheng Yong Bio-pharmaceutical Holding Company Limited, which is the owner of 28,240 shares of the Company’s common stock.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Transactions with Related Persons
None.
Insider Transactions Policies and Procedures
The Company does not currently have an insider transaction policy.
Director Independence
We currently do not have any independent directors, as the term “independent” is defined by the rules of the American Stock Exchange.
Item 14.
Item 14. Principal Accountant Fees and Services
Audit and Non-audit Fees
Aggregate fees for professional services rendered for the Company by Stan J.H. Lee, CPA, CMA, the Company’s principal accountants from August 7, 2009, for the years ended March 31, 2012and 2011 are set forth below. During the year ended March 31, 2012, the Company paid $7,500 to Stan J.H. Lee, CPA, CMA.
Audit Fees for the fiscal years ended March 31, 2012 and 2011 were for the audits of the consolidated financial statements of the Company, quarterly review of the financial statements included in Quarterly Reports on form 10-Q, consents, and other assistance required to complete the year end audit of the consolidated financial statements. Amounts included are for the respective year's audit work.
Audit-Related Fees as of the years ended March 31, 2012 and 2011 would have been for assurance and related services reasonably related to the performance of the audit or reviews of financial statements and not reported under the caption Audit Fees.
Tax Fees as of the years ended March 31, 2012 and 2011 were for professional services related to tax compliance, tax authority audit support and tax planning. Amounts are included in the year billed.
As the company does not have a formal audit committee, the services described above were not approved by the audit committee under the de minimums exception provided by Rule 2-01 (c) (7) (i) (C) under Regulation S-X.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules
I. Listing of Documents
(1) Financial Statements
Reports of Independent Registered Public Accounting Firms
Balance Sheets as of March 31, 2012 and 2011
Statements of Operations for the Years Ended March 31, 2012 and 2011 and from Inception (August 17, 2006) to March 31, 2012
Statement of Stockholders’ Equity (Deficit) for the Years Ended March 31, 2012 and 2011 and from Inception (August 17, 2006) to March 31, 2012
Statements of Cash Flows for the Years Ended March 31, 2012 and 2011 and from Inception (August 17, 2006) to March 31, 2012
(2)Notes to Financial Statements
(3) The following Exhibits are filed as part of this report on Form 10-K:
3.1 Articles of Incorporation (as amended) (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the year ended March 31, 2011.)
3.2 By-Laws (incorporated by reference to Exhibit 3.2 to the Form SB-2 of the Company filed with the SEC on July 12, 2007)
10.1 Employment Agreement dated December 4, 2008 between the Company and Michael Klinicki (incorporated by reference to Exhibit 10.1 to the Form 10-Q of the Company filed with the SEC on February 12, 2009)
10.2 Termination of Employment Letter dated December 2, 2009, between the Company and Michael Klinicki and related Letter dated January 1, 2010(incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K for the year ended March 31, 2011.)
10.3 Common Stock Purchase Agreement dated April 26, 2010, by and among China Sheng Yong Bio-pharmaceutical Holding Company Limited, Belmont Partners, LLC and Cienega Creek Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K of the Company filed with the SEC on April 28, 2010)
List of Subsidiaries (incorporated by reference to Exhibit 21 to the Form 10-K of the Company filed with the SEC on May 15, 2008)
31.1* Rule 13a-14(a) Certification of Principal Executive and Financial Officer
32.1* Section 1350 Certification of Principal Executive and Financial Officer
*Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CHINA DOMESTICA BIO-
TECHNOLOGY HOLDINGS, INC.
Date: August 23, 2013 By: /s/ Qingyu Meng
Qingyu Meng, President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: August 23, By: /s/ Qingyu Meng
Qingyu Meng, President and Director
CHINA DOMESTICA BIO-TECHNOLOGY HOLDINGS, INC.
(formerly Cienega Creek Holdings, Inc.)
(A Development Stage Company)
For the Years Ended
March 31, 2012 and 2011
Stan J. H. Lee, CPA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
China Domestica Bio-technology Holdings, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of China Domestica Bio-technology Holdings, Inc. (A Development Stage Company) as of March 31, 2012 and 2011(restated), and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended March 31, 2012 and 2011(restated) and for the period from inception on August 17, 2006 through March 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Domestica Bio-technology Holdings, Inc. (A Development Stage Company) as of March 31, 2012 and 2011 (restated), and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended March 31, 2012 and 2011 (restated) and for the period from inception on August 17, 2006 through March 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 3 to the accompanying financial statements, the Company has restated its 2011 financial statements, which were previously audited by other independent auditors who have ceased operations.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has incurred significant losses since inception and has not yet established a source of revenues sufficient to cover operating expenses. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Stan J. H. Lees, CPAs
Stan J. H. Lee, CPAs
June 1, 2012
China Domestica Bio-technology Holdings, Inc.
(formerly Cienega Creek Holdings, Inc.)
(A Development Stage Company)
Balance Sheets
March 31, 2012 and 2011
The accompanying notes are an integral part of these financial statements.
China Domestica Bio-technology Holdings, Inc.
(formerly Cienega Creek Holdings, Inc.)
(A Development Stage Company)
Statements of Operations
For the Years Ended March 31, 2012 and
and from Inception (August 17, 2006) to March 31, 2012
The accompanying notes are an integral part of these financial statements.
China Domestica Bio-technology Holdings, Inc.
(formerly Cienega Creek Holdings, Inc.)
(A Development Stage Company)
Statement of Cash Flows
For the Years Ended March 31, 2012 and
and from Inception (August 17, 2006) to March 31, 2012
The accompanying notes are an integral part of these financial statements.
China Domestica Bio-technology Holdings, Inc.
(formerly Cienega Creek Holdings, Inc.)
(A Development Stage Company)
Statements of Stockholders’ Equity (Deficit)
For the Years Ended March 31, 2012 and
and from Inception (August 17, 2006) to March 31, 2012
The accompanying notes are an integral part of these financial statements
China Domestica Bio-Technology Holdings, Inc.
(formerly Cienega Creek Holdings, Inc.)
(A Development Stage Company)
Notes to Financial Statements
March 31, 2012 & 2011
1. Business Organization
China Domestica Bio-technology Holdings, Inc. was incorporated in the State of Nevada on August 17, 2006 under the name Cienega Creek Holdings, Inc. The Company, a corporation (the Company) was organized under laws of the State of Nevada on August 17, 2006. On June 29, 2010, the Company changed its name to China Domestica Bio-technology Holdings, Inc. The Company’s fiscal year end is March 31st. The Company was previously engaged in the computer software business. The Company has not realized revenues from operations as of March 31, 2012 and accordingly is classified as a development stage company. The company is currently in the development stage and has limited assets and no revenue. In accordance with FASB ASC 915, it is considered a Development Stage Company.
Accounting Basis
These financial statements have been prepared on the accrual basis of accounting following generally accepted accounting principles in the United States of America consistently applied.
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
Property and Equipment
Property and equipment are stated at cost. Depreciation has been calculated over the estimated useful lives of the assets using the straight line method. The cost of maintenance and repairs is expensed as incurred.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Advertising Costs
The Company's policy regarding advertising is to expense advertising when incurred. The Company has incurred no advertising expenses during the year ended March 31, 2012and the year ended March 31, 2011.
Revenue Recognition
Presently, the Company is in the development stage and as such, has no revenues. Upon emerging from the development stage the Company will adopt a policy of recognizing revenue when a definitive agreement with a determinable price exists, product delivery and/or invoicing (in each case where there is reasonable assurance of meeting customer-specified criteria) has occurred, and the collectibility of the invoice is reasonably assured.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. At March 31, 2012, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization.
As of March 31, 2012, the deferred tax asset related to the Company's net operating loss carry forward is fully reserved. Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
Dividends
The Company is a Development Stage Company and has not yet adopted a policy regarding the payment of dividends.
Foreign Currency Translation
The financial statements are presented in United States Dollars. During the fiscal year ended March 31, 2012, the Company was a United States Company and accounted for in US Dollars. Effective with the acquisition of the Company on April 26, 2010, in conjunction with the Common Stock Purchase Agreement, the Company will be changing its’ functional currency to the Chinese Renminbi (RMB) as the Company will be domiciled in the People’s Republic of China (PRC). This change in functional currency results in a change in accounting principle and pursuant to current accounting literature (ASC 250) changes should be accounted for retrospectively to all prior periods, unless it is impractical to do so. It was determined impracticable to determine the cumulative effect if this change in accounting principle and the retroactive application of this change to prior years, because the Company’s accounting records do not provide sufficient information to apply this change in functional currency. As a result, this change will be applied prospectively to the fiscal year ended March 31, 2012.
In accordance with FASB ASC 830, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets are translated at the exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.
Earnings (Loss) per Share
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.
As of March 31, 2012, the Company’s has no issued and outstanding warrants or options.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
The Company’s Management has evaluated recently issued accounting standards through the filing date of these financial statements and believes that the recently issued accounting standards will not have a material impact on the Company’s financial position, operations, or cash flows.
3. Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has incurred significant losses and is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain the necessary funding it could cease operations as a new enterprise.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. This raises substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.
4. Property And Equipment
Property and equipment are stated at cost. Depreciation expense for the years ended March 31, 2010 and 2009 amounted to $1,664 and $924, respectively. Gains from losses on sales and disposals are included in the statements of operations. Maintenance and repairs are charged to expense as incurred.
At the close of the fiscal year ended March 31, 2009 the Company’s management impaired the value of a trailer and the land held on the company books due to the fact that the Company sold these pieces of property and equipment subsequent to the balance sheet date but prior to the release of the financial statements for a price lower than the carrying value. The Company impaired these two items at the close of the fiscal year ended March 31, 2009 by a total of $1,327 to more accurately reflect the market value at year end. The remaining laptop computer and marketing materials having a Net Book Value of $1,516 were donated to charity subsequent to the balance sheet date. Accordingly, the Company's management impaired the value of these items on the Company's books at March 31, 2010 by a total of $1,516 to accurately reflect the market value at year end.
Total impairment losses reported on the Company's books for the years ended March 31, 2010 and 2009 were $1,516 and $1,327, respectively.
As of March 31, 2012, the Company has no depreciation and impairment of fixed assets.
5. Capital Stock
On August 8, 2006, the Company received $3,000 from its founder for 6,522 shares of its common stock. On March 20, 2007, the Company completed an unregistered private offering under the Securities Act of 1933, as amended, relying upon the exemption from registration afforded by Rule 504 of Regulation D promulgated there under. The Company issued 150,000 shares of its common stock at a price of $0.46 per share for $69,000 in cash.
On June 12, 2008, 1,522 shares of common stock were issued for service valued at $7,000, on June 30, 2008, the Company issued 22,266 shares of its common stock for $102,425 and on January 1, 2009 the Company issued an additional 21,739 shares of common stock for services to its President for having met certain Company milestones valued at $250,000. On March 11, 2009, the Company repurchased and retired 152,174 shares of its common stock for $7,000. The shares were purchased from the estate of one of the Company's deceased directors.
On June 29, 2010, the Company effected a one for forty six (1:46) reverse stock split of the outstanding shares of Common Stock. The reverse stock split reduced the number of issued and outstanding shares of common stock of the Company from 2,294,250 shares outstanding prior to the reverse stock split to 49,896 shares outstanding after the reverse stock split. The Company issued an additional 21 shares of common stock in connection with the reverse stock split due to the rounding up of fractional shares. This reverse stock split became effective June 29, 2010. These financial statements show the retroactive effect of this reverse stock split.
At March 31, 2012, there were no outstanding stock options or warrants.
6. Income Taxes
The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to the net loss before provision for income taxes for the following reasons:
Net deferred tax assets consist of the following components as of March 31:
The Company has a net operating loss carryover of $530,811as of March 31, 2012 which expires in 2026. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years?
The Company has net operating loss carry forwards that were derived solely from operating losses from prior years. These amounts can be carried forward to offset future taxable income for a period of 20 years for each tax year’s loss. No provision was made for federal income taxes as the Company has significant net operating losses.
At March 31, 2012 and 2011, the Company has established a valuation allowance equal to the deferred tax assets as there is no assurance that the Company will generate future taxable income to utilize these assets.
Due to the provisions of Internal Revenue Code Section 338, the Company may have no net operating loss carry forwards available to offset financial statement or tax return taxable income in future periods as a result of a change in control involving 50 percentage points or more of the issued and outstanding securities of the Company.
7. Related Party Transactions
As of March 31, 2012 and 2011, the Company owed $0 and $0, respectively. This note payable is noninterest bearing, unsecured and due on demand.
On December 4, 2008 the Company entered into an employment agreement with its President and CEO for $50,000 annual salary beginning on January 1, 2009 and terminating on December 31, 2013. On January 1, 2010 this agreement was terminated and no further salary is owed or to be accrued.