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Thursday, 02/19/2009 10:08:13 PM

Thursday, February 19, 2009 10:08:13 PM

Post# of 2337914
XHUA going to run - Cornell & Highgate - PAID OFF!!! This is the reason for our return to higher ground. READ on....

Here is the deal gang... As an accounting major I just finished reading the whole 10Q... the stock is moving because here is in a nutshell what has happened.


The company took ownership back of a subsidiary:


As a result of the termination of the acquisition of Beijing Boheng Investments and Management Co., Ltd. by Purchaser, the Company repossessed Boheng as its 95% interest subsidiary on August 25, 2008 at a value of $1,625,000 equal to the unpaid purchase price due by the Purchaser. After the repossession of Boheng, the Company conducted an evaluation of its carrying value and determined that an impairment loss in amount of $1,625,000 was incurred; this impairment loss was accordingly reflected in the income statement for the quarter ended
December 31, 2008.


Therefore... the company is disposing of Boheng and will use the proceeds to settle and pay off "The Investors" -

with its Investors, namely Cornell Capital Partners, L.P. ("Cornell") and Highgate House Funds, Ltd. ("Highgate") under the Forbearance and Settlement Agreement (the "Forbearance and Settlement Agreement").

Pursuant to the Forbearance and Settlement Agreement, the Company agreed to make certain payments to the Investors, with respect to the Securities Purchase



In accordance with the Forbearance and Settlement Agreement, the Company agrees to use the proceeds from the disposal of Boheng to repay the principal and interest due to the Investors under the Convertible Debentures in exchange for the Investors agreeing to:

(i) Waive on a one-time basis only any accrued liquidated damages owing to the Investors;

(ii) Not apply the redemption premium on the scheduled repayments;

(iii) Converting the Convertible Debentures in an amount equal to at least the amount of a scheduled repayment subject to certain conditions;

(iv) No additional liquidated damages accruing during the term of the Forbearance and Settlement Agreement;

(v) Permitting the Company to withdraw the Registration Statement filed on March 28, 2006 with the SEC in connection with the Convertible Debentures;

(vi) During the term of the Forbearance and Settlement Agreement, waiving the requirement for the Company to receive written consent of each Buyer for any organizational change (as defined in the Securities Purchase Agreement) to be directly or indirectly consummated by the Company, and that the company will not effectuate any stock splits for at least nine months without the consent of the Investors; and

(vii) Terminate the provisions for security shares as set forth in Section 9 of the Securities Purchase Agreement and in
Section 2 of the Transfer Agent Instructions upon receipt by the Investors of the first scheduled repayment amount.
As a result of the debt restructuring arrangement, the Company's liabilities on warrants, conversions, discounts were discharged resulting to a net gain of $1,500,132 attributable as follows:

o Liabilities on Conversion discharged $ 2,334,198
o Liabilities on Warrants discharged 891,537
o Loans discharged 225,000
o Unamortized discounts (1,950,603) $ 1,500,132



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