SUWN, I see a smorgasboard of distribution abuse while the INSIDERS would dilute their own share base at will.
10KSB - 8/15/2005
As of August 1, 2005, 43,367,276 shares of common stock are issued and outstanding.
Baozhang Yuan (1) 3,969,234 9.2%
Lei Zhang (2) 3,969,234 9.2%
Xianfeng Kong 3,969,234 9.2%
Alpha Capital Aktiengellschaft (4) 3,500,000 8.1%
Marc Siegel (5) 4,105,000 9.4%
10KSB - 8/9/2006
As of July 6, 2006, 73,942,276 shares of common stock are issued and outstanding.
Laiwang Zhang 12,539,802 16.7%
Dongdong Lin 4,984,108 6.7%
Chengxiang Yan 0 n/a
Fanjun Wu 1,732,052 2.3%
All officers and directors
as a group (four persons 19,255,962 26.0%
10KSB - 8/10/2007
87,006,936 shares of common stock are issued and outstanding as of August 10, 2007.
Laiwang Zhang ................... 12,539,802 14.4%
Dongdong Lin .................... 4,984,108 5. 7%
Chengxiang Yan .................. 0 n/a
Fanjun Wu ....................... 1,732,052 2.0%
All officers and directors
as a group (four persons) ...... 19,255,962 22. 1%
COMMON STOCK
During the year ended April 30, 2006, the Company issued 15,500,000 shares of common stock in connection with the exercise of common stock warrants for proceeds of $2,350,500.
During the year ended April 30, 2006, the Company issued 4,960,000 shares of common stock in connection with the exercise of common stock options for net proceeds of $161,500 and share subscription receivable of $3,680,000.
During the year ended April 30, 2006, the Company issued 2,660,000 shares of common stock, valued at $438,991, for services rendered. In connection with the issuance of these common shares, the Company recorded stock-based consulting expense of $235,058 and deferred consulting expense of $203,933 based on the fair value of common shares issued at the end of each month of the service period. Additionally, effective January 1, 2006, the Company entered into a new three-year agreement with China Direct Investments, Inc. to provide business development and management services. In connection with this new agreement, the Company issued 2,430,000 shares of common stock. The Company valued these services using the fair value of common shares on grant date at approximately $.23 per share and recorded deferred consulting expense of $558,900 to be amortized over the service period. For the years ended April 30, 2007 and 2006, amortization of deferred consulting expense amounted to $254,280 and $84,760, respectively.
On February 7, 2006, the Company issued 5,000,000 shares of common stock to acquire the 20% minority interest of Qufu based on 20% of the shareholder equity of Qufu. In connection with the issuance of these common shares, the Company holds a 100% ownership interest in Qufu Natural Green Engineering Company, Limited. The acquisition of the remaining 20% of Qufu was a non cash transaction, whereby we issued 5,000,000 shares of our common stock to acquire the remaining 20% of Qufu. The minority interest income for the year end April 30, 2006 represents the minority interest's proportional share of Qufu's net income up until the date we acquired the minority interest ownership in Qufu. The Company recognized stock based consulting expense of $179,994. This amount of $179,994 represents the difference between the purchase price of $2,775,000 (5,000,000 common shares at $.555 per share) and the valuation of the minority interest of $2,595,006 that was purchased.
During the year ended April 30, 2007, the Company issued 650,000 shares of common stock for services rendered (See Note 7). In connection with the issuance of these common shares, the Company recorded stock-based consulting expense of $286,000.
During the year ended April 30, 2007, the Company issued 305,000 shares of common stock for services rendered (See Note 7). In connection with the issuance of these common shares, the Company recorded stock-based consulting expense of $152,500.
During the year ended April 30, 2007, the Company issued 1,200,000 shares of common stock for services rendered (See Note 7). In connection with the issuance of these common shares, the Company recorded stock-based consulting expense of $9,863 and deferred compensation of $590,137.
On March 23, 2007, the Company completed the sale of $4,121,250 financing of units of its securities consisting of 9,812,500 shares of common stock at $0.42 per share and common stock purchase warrants to purchase 9,812,500 shares of common stock ("March 2007 Private Placement"). The warrants are exercisable at $0.65 per share and are for a term of five years. A placement agent for the transaction, Skyebanc, Inc., received a cash fee of $15,960 and warrants to purchase 38,000 shares of common stock on the same terms as the investor warrants referred to above. The Company paid due diligence fees to certain investors or their advisors; such fees consisted of an aggregate of $151,305 in cash and warrants to purchase 718,250 shares of common stock on the same terms as the investor warrants referred to above. The Company paid consulting fees in relation to the March 2007 Private Placement of 225,000 warrants under the same terms as the investor warrants referred to above. The Company also paid professional fees in connection with this offering of $150,360.
COMMON STOCK PURCHASE WARRANTS
In July 2004, in connection with a private placement, the Company granted two year common stock purchase warrants to purchase an aggregate of 1,500,000 shares of the Company's common stock with an exercise price of $0.167 per share. These warrants contain standard anti-dilution protection for the warrant holder in the event of stock splits, recapitalization or reorganization by the Company. All 1,500,000 warrants have been exercised during the year ended April 30, 2006.
On April 12, 2005, in connection with a private placement, the Company granted Class A Common Stock Purchase Warrants to purchase an aggregate of 13,125,000 shares of the Company's common stock. Each warrant entitles the holder to purchase one share of common stock for a period of five years, at an exercise price of $0.15 per share, subject to adjustment. Additionally, in connection with this private placement, the Company granted Class A Common Stock Purchase Warrants to purchase an aggregate of 375,000 shares of the Company's common stock for a period of five years, at an exercise price of $0.15 per share as a placement fee. The number of shares issuable upon the exercise, and the exercise price per share, are subject to adjustment in the event the Company issues additional shares of common stock as a dividend or other distribution or for stock splits or combinations. The number of shares of the Company's common stock and the exercise price of the warrant are also subject to adjustment in the event the Company issues additional shares of its common stock or any other securities which are convertible or exercisable into shares of its common stock at a per share price less than the exercise price of the warrant, other than in certain specific instances, in which event the exercise price of the warrant would be reset to the lower price. All 13,500,000 warrants granted in connection with this private placement have been exercised during the year ended April 30, 2006.
On May 1, 2005, the Company entered into a two month agreement with China Direct Investments, Inc., a related party, to provide consulting and advisory services to assist the Company. The consultant received an aggregate of 500,000 Class A Common Stock Purchase Warrants to purchase shares of the Company's common stock at an exercise price of $0.15 per share for one year. The fair value of this warrant grant was estimated at $0.029 per warrant on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions dividend yield of -0- %; expected volatility of 45 %; risk-free interest rate of 4.00 % and an expected holding period of 5 years. In connection with these warrants, the Company recorded stock-based consulting expense of $14,564. All 500,000 warrants granted in connection with this agreement have been exercised during the year ended April 30, 2006.
CONSULTING AGREEMENTS
In January 2006, the Company issued the remaining 1,330,000 shares due under this contract and entered into a new consulting agreement with China Direct Investments, Inc. In connection with the required 2,660,000 common shares under the original consulting agreement, the Company recorded stock-based consulting expense of $235,058 and deferred consulting expense of $203,933 to be amortized over the new contract term of 36 months, commencing January 1, 2006, based on the fair value of common shares issuable at the end of each month of the service period at shares prices ranging from $.11 to $.20 per share.
Effective January 1, 2006, the Company entered into the new three year agreement with China Direct Investments, Inc. to provide business development and management services. In connection with the new agreement, the Company issued 2,430,000 shares of common stock, plus the remaining 1,330,000 shares previously required remaining to be issued under the June 2005 service agreement.
The Company valued these 2,430,000 shares using the fair value of common shares on grant date at approximately $.23 per share and or $558,900. The remaining deferred compensation of $203,933 from the earlier issuance, plus the January 1, 2006 stock issuance valued at $558,900 for a total of $762,833, are to be amortized over a 36 month service period commencing January 1, 2006. For the years ended April 30, 2007 and 2006, amortization of deferred consulting expenses amounted to $254,280 and $84,760, respectively.
On April 24, 2007 the Company entered into a consulting agreement with CDI Shanghai Management Co., Ltd. In connection with this agreement, the Company issued 1,200,000 shares of the Company's common stock, valued at $600,000, to be earned over the term of the agreement which is due to expire on April 30, 2008. For the year ended April 30, 2007, amortization of deferred consulting expenses amounted to $9,863.
On April 30, 2007 the Company and its wholly owned subsidiary Sunwin Stevia International Corp. entered into an agreement with China Direct Investments, Inc. Under the terms of the agreement China Direct Investments, Inc., shall assist with the business development efforts related to Sunwin Stevia International Corp. including but not limited to efforts related to the OnlySweet line of products. As consideration for these services China Direct Investments, Inc. shall be entitled to receive an annual fee, in perpetuity, equal to four percent (4%) of the annual gross sales revenue generated by Sunwin Stevia International Corp. and/or its proprietary line of products (the "Annual Fee"). The Annual Fee shall be calculated after each fiscal year end and shall be paid quarterly in four (4) equal installments to Consultant over the following fiscal year at the dates of March 31, June 30, September 30 and December 31. This Annual Fee shall continue in perpetuity and survive any termination of consulting services rendered by Consultant to the Company. In the event of any sale, merger, transfer of rights or disposition of assets of Sunwin Stevia, the Annual Fee shall survive and continue to be paid to the Consultant by the acquirer(s).
(2006 year end)
$6.7M Cash
$4M Total Liabilities
$22M Shareholder Equity
Stock-based consulting expense 987,229
NET (Loss) INCOME (578,543)
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