UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
|
x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For the
quarterly period ended
March 31,
2010
or
|
o
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from _______ to _________
Commission
File No. 000-12561
CHINA SOLAR & CLEAN
ENERGY SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
95-3819300
|
|
|
|
|
|
|
|
|
|
(State
or other jurisdiction of incorporation)
|
|
I.R.S.
Employer Identification
Number
|
Building
3
No.
28 Feng Tai North Road,
Beijing China
1000071
(Address
of principal executive offices)
(011)
86-10-63860500
(Registrant's
telephone number, including area code)
Deli Solar (USA),
Inc.
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
x
Yes
¨
No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
o
Yes
o
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “small
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
o
|
|
|
|
|
|
|
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
o
Yes
x
No
The
number of shares of the issuer’s common stock, $.001 per share, outstanding as
at May 12, 2010 was 15,233,652.
TABLE
OF CONTENTS
INDEX
|
|
|
|
Page
|
|
PART
1 - FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
Item
1. Financial Statements
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets as at March 31, 2010 (unaudited) and December
31, 2009
|
|
3
|
|
|
Condensed
Consolidated Statements of Operations for the Three Months March 31, 2010
and 2009 (unaudited)
|
|
4
|
|
|
Condensed
Consolidated Statements of Cash Flows for the Three Months Ended March 31,
2010 and 2009 (unaudited)
|
|
5
|
|
|
Condensed
Consolidated Statements of Stockholders' Equity and Comprehensive Income
for the Three Months Ended March 31, 2010 (unaudited) and
2009
|
|
6
|
|
|
Notes
to Condensed Consolidated Financial Statements (unaudited)
|
|
7
|
|
|
|
|
|
|
|
Item
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
|
|
15
|
|
|
|
|
|
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
|
18
|
|
|
|
|
|
|
|
Item
4T. Controls and Procedures
|
|
18
|
|
|
|
|
|
|
PART
2 - OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
Item
1. Legal Proceedings
|
|
19
|
|
|
Item
1A. Risk Factors
|
|
19
|
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
|
19
|
|
|
Item
3. Defaults Upon Senior Securities
|
|
19
|
|
|
Item
4. Submission of Matters to a Vote of Security
Holders
|
|
19
|
|
|
Item
5. Other Information
|
|
19
|
|
|
Item
6. Exhibits
|
|
19
|
|
|
|
|
|
|
|
Signatures
|
|
20
|
Item 1.
Financial
Statements
CHINA
SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONSOLIDATED
BALANCE SHEETS
|
|
|
As of
March
31,
20
10
|
|
|
As of
December
31,
200
9
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
3,438,258
|
|
|
$
|
4,980,717
|
|
|
Accounts
receivable, net
|
|
|
6,448,108
|
|
|
|
8,067,944
|
|
|
Inventories
|
|
|
6,416,927
|
|
|
|
4,547,170
|
|
|
Other
receivables and prepayments
|
|
|
3,151,989
|
|
|
|
1,733,695
|
|
|
Deferred
tax assets
|
|
|
588,016
|
|
|
|
588,016
|
|
|
Total
current assets
|
|
|
20,043,298
|
|
|
|
19,917,542
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net
|
|
|
13,709,943
|
|
|
|
13,775,554
|
|
|
Goodwill
|
|
|
1,967,545
|
|
|
|
1,967,153
|
|
|
Land
use rights
|
|
|
1,583,578
|
|
|
|
1,592,140
|
|
|
Investment
in Trueframe International Limited
|
|
|
3,812,972
|
|
|
|
3,812,806
|
|
|
TOTAL
ASSETS
|
|
$
|
41,117,336
|
|
|
$
|
41,065,195
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts
payable, trade
|
|
$
|
1,979,026
|
|
|
$
|
1,601,002
|
|
|
Taxes
payable
|
|
|
998,937
|
|
|
|
1,278,974
|
|
|
Other
payables and accrued liabilities
|
|
|
10,211,109
|
|
|
|
9,977,178
|
|
|
Loan
payable-employee
|
|
|
1,304,799
|
|
|
|
1,266,747
|
|
|
Total
current liabilities
|
|
|
14,493,871
|
|
|
|
14,123,901
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
liabilities:
|
|
|
|
|
|
|
|
|
|
Deferred
tax liabilities
|
|
|
-
|
|
|
|
-
|
|
|
Long-term
liabilities
|
|
|
156,410
|
|
|
|
156,410
|
|
|
Total
liabilities
|
|
|
14,650,281
|
|
|
|
14,280,311
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity
|
|
|
|
|
|
|
|
|
|
Common
stock, $0.001 par value, 66,666,667 shares authorized, 15,233,652 and
15,233,652 shares issued and outstanding,
respectively
|
|
|
15,233
|
|
|
|
15,233
|
|
|
Additional
paid-in capital
|
|
|
22,611,909
|
|
|
|
22,611,909
|
|
|
Accumulated
other comprehensive income
|
|
|
697,848
|
|
|
|
693,016
|
|
|
Retained
earnings
|
|
|
2,772,634
|
|
|
|
3,100,294
|
|
|
Profit
earning reserves
|
|
|
-
|
|
|
|
-
|
|
|
Total
stockholders’ equity-China Solar
|
|
|
26,097,624
|
|
|
|
26,420,452
|
|
|
Non-controlling
interest in subsidiary
|
|
|
369,431
|
|
|
|
364,432
|
|
|
Total
Stockholder’s Equity
|
|
|
26,467,055
|
|
|
|
26,784,884
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
41,117,336
|
|
|
$
|
41,065,195
|
|
See
accompanying notes to condensed consolidated financial
statements.
CHINA
SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONSOLIDATED
STATEMENTS OF
INCOME
|
|
|
Three months ended March 31,
|
|
|
|
|
20
10
|
|
|
20
09
|
|
|
|
|
|
|
|
（
restated
）
|
|
|
Revenue,
net
|
|
$
|
3,896,414
|
|
|
$
|
3,653,794
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of revenue
|
|
|
2,735,004
|
|
|
|
2,767,980
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
1,161,410
|
|
|
|
885,814
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
122,513
|
|
|
|
88,621
|
|
|
Selling
and distribution
|
|
|
627,069
|
|
|
|
559,485
|
|
|
General
and administrative
|
|
|
596,661
|
|
|
|
899,626
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
1,346,243
|
|
|
|
1,547,732
|
|
|
|
|
|
|
|
|
|
|
|
|
Income(Loss)
from operations
|
|
|
(184,833
|
)
|
|
|
(661,918
|
)
|
|
Other
income (expenses):
|
|
|
|
|
|
|
|
|
|
Other
income(expenses)
|
|
|
(104
|
)
|
|
|
27,847
|
|
|
Interest
income
|
|
|
628
|
|
|
|
5
|
|
|
Interest
expense
|
|
|
(72,175
|
)
|
|
|
(47,159
|
)
|
|
Total
other income (expenses)
|
|
|
(71,651
|
)
|
|
|
(19,307
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income(Loss)
From Continuing Operations Before Income Taxes
|
|
|
(256,484
|
)
|
|
|
(681,225
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
|
66,177
|
|
|
|
25,603
|
|
|
|
|
|
|
|
|
|
|
|
|
Income(Loss)
From Continuing Operations
|
|
|
(322,661
|
)
|
|
|
(706,828
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income(Loss)
From Discontinued Operation (net of tax)
|
|
|
-
|
|
|
|
(512,390
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income(Loss)
|
|
|
(322,661
|
)
|
|
|
(1,219,218
|
)
|
|
Less:
Net Income Attributable To Non-controlling Interest
|
|
|
4,999
|
|
|
|
10,006
|
|
|
Net
Income(Loss) Attributable To China Solar Shareholders
|
|
$
|
(327,660
|
)
|
|
$
|
(1,229,224
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Earning Per Share
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
|
Discontinued
operation
|
|
|
-
|
|
|
|
(0.03
|
)
|
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.07
|
)
|
|
Weighted
average shares outstanding – basic and diluted
|
|
|
15,815,125
|
|
|
|
16,125,984
|
|
See
accompanying notes to condensed consolidated financial
statements.
CHINA
SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
|
|
|
Three months ended March 31,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
$
|
(1,433,190
|
)
|
|
$
|
(366,734
|
)
|
|
Net
effect of discontinued operation
|
|
|
|
|
|
|
(462,855
|
)
|
|
|
|
|
(1,433,190
|
)
|
|
|
(829,589
|
)
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Purchase
of property, plant and equipment
|
|
|
(110,255
|
)
|
|
|
(185,122
|
)
|
|
Net
effect of discontinued operation
|
|
|
|
|
|
|
(95,086
|
)
|
|
Net
cash provided by investing activities
|
|
|
(110,255
|
)
|
|
|
(280,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of exchange rate on cash
|
|
|
986
|
|
|
|
66,643
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
(1,542,459
|
)
|
|
|
(1,043,154
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
4,980,717
|
|
|
|
2,404,996
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
3,438,258
|
|
|
$
|
1,361,842
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
Cash
paid for income taxes
|
|
$
|
95,658
|
|
|
$
|
63,014
|
|
|
Cash
paid for interest expense
|
|
$
|
72,535
|
|
|
$
|
47,159
|
|
See
accompanying notes to condensed consolidated financial
statements
CHINA
SOLAR & CLEAN ENERGY SOLUTIONS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE
INCOME
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
|
|
|
Preferred stock
|
|
|
Common stock
|
|
|
Additional
|
|
|
Accumulated
other
|
|
|
|
|
|
|
|
|
Non-controlling
|
|
|
Total
|
|
|
|
|
No. of
shares
|
|
|
Par
value
|
|
|
No. of
shares
|
|
|
Par
value
|
|
|
paid-in
Capital
|
|
|
comprehensive
income
|
|
|
Retained
Earnings
|
|
|
Earnings
reserve
|
|
|
interest
in subsidiary
|
|
|
stockholders’
equity
|
|
|
Balance
as of
January
1,
2009
|
|
|
373,566
|
|
|
|
373
|
|
|
|
13,799,450
|
|
|
|
13,799
|
|
|
|
23,073,258
|
|
|
|
1,615,082
|
|
|
|
2,025,949
|
|
|
|
963,106
|
|
|
|
194,542
|
|
|
|
27,886,109
|
|
|
Disposal
subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(460,288
|
)
|
|
|
|
|
|
|
|
|
|
|
(963,106
|
)
|
|
|
|
|
|
|
(1,423,394
|
)
|
|
Preferred
share converted
|
|
|
(373,566
|
)
|
|
|
(373
|
)
|
|
|
373,566
|
|
|
|
373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Net
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,074,345
|
|
|
|
|
|
|
|
131,636
|
|
|
|
1,205,981
|
|
|
Foreign
currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(922,066
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(922,066
|
)
|
|
Appropriation
of dividents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,986
|
)
|
|
|
(12,986
|
)
|
|
Appropriation
of statutory surplus reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Capital
contribution from non-controlling shareholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,240
|
|
|
|
51,240
|
|
|
Cancellaction
common stock
|
|
|
|
|
|
|
|
|
|
|
(939,364
|
)
|
|
|
(939
|
)
|
|
|
939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Shares
released and to be released from escrow
|
|
|
|
|
|
|
|
|
|
|
2,000,000
|
|
|
|
2,000
|
|
|
|
(2,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Balance
as of December 31, 2009
|
|
|
-
|
|
|
$
|
-
|
|
|
|
15,233,652
|
|
|
$
|
15,233
|
|
|
$
|
22,611,909
|
|
|
$
|
693,016
|
|
|
$
|
3,100,294
|
|
|
$
|
-
|
|
|
$
|
364,432
|
|
|
$
|
26,784,884
|
|
|
Net
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(327,660
|
)
|
|
|
|
|
|
|
4,999
|
|
|
|
(322,661
|
)
|
|
Foreign
currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,832
|
|
|
Balance
as of March 31, 2010
|
|
|
-
|
|
|
$
|
-
|
|
|
|
15,233,652
|
|
|
$
|
15,233
|
|
|
$
|
22,611,909
|
|
|
$
|
697,848
|
|
|
$
|
2,772,634
|
|
|
$
|
-
|
|
|
$
|
369,431
|
|
|
$
|
26,467,055
|
|
See
accompanying notes to condensed consolidated financial
statements
CHINA
SOLAR & CLEAN ENERGY SOLUTIONS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
NOTE
1 - BASIS OF PRESENTATION
The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America (“GAAP”) for interim financial information and the
interim reporting requirements of Regulation S-X. They do not include all of the
information and footnotes for complete consolidated financial statements as
required by GAAP. In management’s opinion, all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair presentation have
been included. These financial statements should be read in conjunction with the
audited financial statements and notes thereto contained in the Company’s annual
report on Form 10-K for the year ended December 31, 2009.
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.
Estimates that are particularly susceptible to change include assumptions used
in determining the fair value of securities owned and non-readily marketable
securities.
The
results of operations for the three months ended March 31, 2010 are not
necessarily indicative of the results to be expected for the entire fiscal year
ended December 31, 2010 or for any future period.
NOTE
2 - ORGANIZATION AND BUSINESS
China
Solar & Clean Energy Solutions, Inc. (“China Solar”), formerly known as Deli
Solar (USA) Inc. was incorporated in the State of Nevada on March 21, 1983 as
Meditech Pharmaceuticals, Inc. (“Meditech”). In late 2004, the Board of
Directors of Meditech contemplated a strategic reorganization with Deli Solar
Holding Ltd., a corporation organized in the British Virgin Islands (“Deli Solar
(BVI)”). The acquisition of Deli Solar (BVI) was accounted for as a
recapitalization of Deli Solar (BVI).
On August
1, 2004, Deli Solar (BVI) purchased Bazhou Deli Solar Energy Heating Co., Ltd.
(“Deli Solar (Bazhou)”), a corporation duly organized under the laws of the
People’s Republic of China (“PRC”). As a result of this transaction, Deli Solar
(Bazhou) became a wholly-foreign owned enterprise (“WFOE”) under PRC law on
March 30, 2005. This acquisition was accounted for as a transfer of entities
under common control.
Deli
Solar (Bazhou) was incorporated on August 19, 1997 under the laws of the PRC. In
the PRC, Ltd, or Limited, is equivalent to Inc, or Incorporated, in the United
States (“US”).
On
November 21, 2005 Deli Solar (Bazhou) acquired Ailiyang Solar Energy Technology
Co., Ltd. (“Ailiyang”), an entity formerly controlled by the owners of Deli
Solar (Bazhou). The transaction was accounted for as a transfer of entities
under common control.
Beijing
Deli Solar Technology Development Co., Ltd. (“Deli Solar (Beijing)”) was founded
in 2006 and is principally engaged in solar power heater integrated construction
projects in major cities in the PRC.
Deli
Solar (Beijing) ownes 91.82% of Tianjin Huaneng Energy Equipment Company
(“Tianjin Huaneng”), which manufactures energy saving boilers and environmental
protection equipment for industrial customers.
On April
1, 2008, Beijing Deli Solar Technology Development Co., Ltd (“Deli Solar
(Beijing)”) acquired 100% of Shenzhen Pengsangpu Solar Industrial Products
Corporation (“SZPSP”), which is engaged in the re-sale of energy-saving related
heating products such as heat pipes, heat exchangers, pressure water boilers,
solar energy heaters and radiators. On July 6, 2009, Deli Solar (Beijing)
entered into a termination agreement (the "Termination Agreement") with the
three shareholders of SZPSP. The Termination Agreement terminates the equity
purchase and complementary agreements. We accounted for SZPSP as a wholly-owned
subsidiary from March 31, 2008 until March 31, 2009.
China
Solar, Deli Solar (BVI), Deli Solar (Bazhou), Ailiyang, Deli Solar (Beijing) and
Tianjin Huaneng are hereinafter referred to as the “Company”.
NOTE
3 - RECENTLY ISSUED ACCOUNTING STANDARDS
In
January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06,
“improving Disclosures about Fair Value Measurements,” which clarifies certain
existing requirements in ASC 820 “Fair Value Measurements and Disclosures,” and
required disclosures related to significant transfers between each level and
additional information about Level 3 activity. FASB ASU 2010-06
begins phasing in the first fiscal period beginning after December 15,
2009. The Company is currently assessing the impact on its
consolidated results of operations and financial conditions.
In June
2009, the FASB issued additional guidance under ASC 860 “Accounting for Transfer
of financial Assets and Extinguishment of Liabilities” which improves the
relevance, representational faithfulness, and comparability of the information
that a reporting entity provides in its financial statements about a transfer of
financial asset; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement, if any,
in transferred financial assets. This additional guidance requires
that a transferor recognize and initially measure at fair value all assets
obtained (including a transferor's beneficial interest) and liabilities incurred
as a result of a transfer of financial assets accounted for as a sale. Enhanced
disclosures are required to provide financial statement users with greater
transparency about transfers of financial assets and a transferor's continuing
involvement with transferred financial assets. This additional guidance must be
applied as of the beginning of each reporting entity's first annual reporting
period that begins after November 15, 2009, for interim periods within that
first annual reporting period and for interim and annual reporting periods
thereafter. Earlier application is prohibited. This additional guidance must be
applied to transfers occurring on or after the effective date. The adoption of
this ASC 860 is not expected to have a material impact on the Company's
financial statements and disclosures.
In
February 2010, the FASB issued FASB ASU 2010-09, “Subsequent Events, Amendments
to Certain Recognition and Disclosure Requirements,” which clarifies certain
existing evaluation and disclosure requirements in ASC 855 “Subsequent Events”
related to subsequent events. FASB ASU 2010-09 requires SEC filers to evaluate
subsequent events through the date in which the financial Statements are issued
and are effective immediately. The new guidance does not have an effect on the
Company’s consolidated results of operations and financial
condition.
In June
2009, the FASB issued a pronouncement amending previous topic guidance, and
changes how a company determines when an entity that is insufficiently
capitalized or is not controlled through voting (or similar rights) should be
consolidated. The determination whether a company is required to consolidate an
entity is based on, among other things, an entity’s purpose and design and a
company’s ability to direct the activities of the entity that most significantly
impact the entity’s economic performance. This pronouncement is effective for
financial statements issued for fiscal years beginning after December 15, 2009
and interim periods within those fiscal years. The Company is evaluating
the impact that this pronouncement will have on the Company’s consolidated
financial statements.
Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.
NOTE 4-
INVESTMENT IN TRUEFRAME
INTERNATIONAL LTD.
Trueframe
International Limited
In
October, 2009 we acquired 28% of the outstanding equity of Truefame
International Limited ("Truefame"), which is a holding company that owns 55.78 %
of the outstanding common stock of AgriSolar Solutions, Inc. ("AGSO"), which
holds Shengzhen Fuwaysun Technology Co., Ltd. ("Fuwaysun") for approximately
$3,813,000. Fuwaysun is a PRC company primarily engaged in the development and
production of solar pest killing lamps and transportable solar
generators.
NOTE
5– BUSINESS DISPOSAL
On July
6, 2009, we entered into the Termination Agreement with the three former
shareholders of SZPSP to terminate “The Equity Purchase Agreement” and
“Complementary Agreement to the Equity Purchase Agreement”
The key
terms of the Termination Agreement are:
Pursuant
to the terms of the agreements the Company received RMB 28,800,000 and 939,364
shares of its common stock in exchange for its ownership of SZPSP. In
addition, the Company will receive a portion of the net profit, if any, of SZPSP
for the year ended March 31, 2009. No effect has been given to the
profit distribution in the accompanying financial statements.
The
operations of SZPSP have been presented as discontinued operations in the
accompanying financial statements from the date of acquisition to the date of
disposition, for the appropriate periods.
As
summary of the operations of SZPSP is follows:
|
|
|
March 31
，
2009
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,024,103
|
|
|
Income
before provision for income taxes from discontinued
operations
|
|
|
(501,120
|
)
|
|
Income
tax provision
|
|
|
11,270
|
|
|
Income(loss)
from discontinued operation, net of tax
|
|
$
|
(512,390
|
)
|
NOTE
6 - BALANCE SHEET COMPONENTS
Accounts
receivable, net
The
majority of the Company’s sales are on open credit terms and in accordance with
terms specified in the contracts governing the relevant transactions. The
Company evaluates the need of an allowance for doubtful accounts based on the
aging of accounts receivable that management believes to be
reasonable.
|
|
|
March 31,
2010
|
|
|
December 31,
2009
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable, cost
|
|
$
|
8,001,605
|
|
|
$
|
9,621,122
|
|
|
Less
: allowance for doubtful accounts
|
|
|
(
1,553,497
|
)
|
|
|
(1,553,178
|
)
|
|
|
|
|
|
|
|
|
|
|
|
AAccounts
receivable, net
|
|
$
|
6,448,108
|
|
|
$
|
8,067,944
|
|
Inventories:
|
|
|
March 31,
2010
|
|
|
December
31,
200
9
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raw
materials
|
|
$
|
2,202,518
|
|
|
$
|
1,186,188
|
|
|
Consumables
|
|
|
15,174
|
|
|
|
16,358
|
|
|
Work-in-process
|
|
|
1,399,537
|
|
|
|
57,357
|
|
|
Finished
goods
|
|
|
2,799,698
|
|
|
|
3,287,267
|
|
|
Inventories
|
|
$
|
6,416,927
|
|
|
$
|
4,547,170
|
|
Other
receivables and prepayments:
|
|
|
March 31,
2010
|
|
|
December
31,
200
9
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advance
to suppliers
|
|
$
|
1,231,456
|
|
|
$
|
555,781
|
|
|
Other
receivables
|
|
|
1,920,533
|
|
|
|
1,177,914
|
|
|
Other
receivables and prepayments(1)
|
|
$
|
3,151,989
|
|
|
$
|
1,733,695
|
|
(1) The
amount includes the loan of RMB2, 000,000 for Xiongri. In 2006, we entered into
a series of agreements with the three shareholders of Shenzhen Xiongri Solar
Co., Ltd. (“Xiongri”) to purchase 60% of the entire equity interests of Xiongri
for RMB2, 000,000. The three shareholders agreed to loan RMB2, 000,000 to
Xiongri as working capital. We have not completed the transfer of the 60% equity
interests. However
，
the parties came
to consensus after negotiation on October 23, 2009 that the agreement shall be
revoked and the three shareholders need to return RMB2, 000,000 in following two
years after signed.
Other
payables and accrued liabilities:
|
|
|
March 31,
2010
|
|
|
December
31,
200
9
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer
deposit
|
|
$
|
4,742,974
|
|
|
$
|
4,488,561
|
|
|
Salary
payable
|
|
|
425,057
|
|
|
|
521,951
|
|
|
Accrued
expenses
|
|
|
220,846
|
|
|
|
226,430
|
|
|
Other
payables
|
|
|
2,632,158
|
|
|
|
2,551,978
|
|
|
Warranty
provision
|
|
|
1,016,757
|
|
|
|
1,016,549
|
|
|
Current
portion of investment payable(1)
|
|
|
1,173,317
|
|
|
|
1,171,709
|
|
|
Totals
|
|
$
|
10,211,109
|
|
|
$
|
9,977,178
|
|
(1)
Represents liability in connection with the acquisition of Tianjin
Huaneng,
NOTE
7 - STOCKHOLDERS’ EQUITY
Common
stock
During
the year ended December 31, 2009, 373,566 shares of preferred stock were
converted to the same number of shares of common stock.
.
During
the year ended December 31, 2009, 939,364 shares of common stock were cancelled
due to termination with SZPSP.
Common
Stocks Held in Escrow
In
connection with the private placement on February 29, 2008, the Company
deposited 2,000,000 shares of common stock (“Make Good Shares”) into escrow and
we are required to deliver (i) 1,000,000 of the Make Good Shares to the
investors on a pro rata basis for no additional consideration in the event that
the Company’s after-tax net income for the fiscal year ending December 31, 2008
is less than $4.8 million; and (ii) 1,000,000 of the Make Good Shares to the
investors on a pro rata basis for no additional consideration in the event that
the Company’s after-tax net income for the fiscal year ending December 31, 2009
is less than $8 million. As of December 31, 2008, the after-tax net income
target of $4.8 million has not been met. The registration statement of 1,000,000
of the Make Good Shares to the investors was declared effective on July 20,
2009.
Warrants
for services
A summary
of the status of the Company’s outstanding common stock warrants:
|
|
|
Number of
Shares
|
|
Weighted-
average
Exercise Price
|
|
Weighted-
average
Remaining
Contractual
|
|
Outstanding
and Exercisable at January 1, 2009
|
|
7,091,682
|
|
$
|
2.76
|
|
3.53
years
|
|
Granted
|
|
-
|
|
|
-
|
|
-
|
|
Exercised
|
|
-
|
|
|
-
|
|
-
|
|
Forfeited
|
|
469,150
|
|
|
-
|
|
-
|
|
Expired
|
|
-
|
|
|
-
|
|
-
|
|
Outstanding
and Exercisable at December 31, 2009
|
|
6,622,532
|
|
$
|
2.48
|
|
2.25
years
|
|
Granted
|
|
-
|
|
|
-
|
|
-
|
|
Exercised
|
|
-
|
|
|
-
|
|
-
|
|
Forfeited
|
|
-
|
|
|
-
|
|
-
|
|
Expired
|
|
1,825,719
|
|
|
-
|
|
-
|
|
Outstanding
and Exercisable at March 31, 2010
|
|
4,769,813
|
|
|
1.95
|
|
2.76
years
|
NOTE
8 - INCOME TAXES
The
Company is registered in the United States of America and has operations in
three tax jurisdictions: the United States of America, British Virgin Island
(“BVI”) and the PRC. The operations in the United States of America and British
Virgin Island have incurred net operating losses for income tax purposes. The
Company generated substantially all of its net income from the operation of its
subsidiary in the PRC and is subject to the PRC tax
jurisdiction.
NOTE
9 - SEGMENT REPORTING, GEOGRAPHICAL INFORMATION
(a)
Business information
During
the three months ended March 31, 2010, the Company had primarily three
reportable segments, (i) Solar Heater/Biomass Stove/Boiler related products,
(ii) Heat pipe related products and (iii) Building integrated energy-saving
projects, under the management of Bazhou, Tianjin Huaneng, and Deli Solar
(Beijing), respectively.
The
Company’s revenue, gross profit and total assets by reportable segment are as
follows:
|
|
|
Three
months
ended
of
March
31,
|
|
|
|
|
20
10
|
|
|
200
9
|
|
|
Revenue:
|
|
|
|
|
|
|
|
Solar
Heater/Biomass Stove/Boiler related products
|
|
$
|
745,411
|
|
|
$
|
1,547,847
|
|
|
Heat
pipe related products
|
|
|
3,151,003
|
|
|
|
2,105,947
|
|
|
Building
integrated energy-saving projects
|
|
|
-
|
|
|
|
-
|
|
|
|
|
$
|
3,896,414
|
|
|
$
|
3,653,794
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit:
|
|
|
|
|
|
|
|
|
|
Solar
Heater/Biomass Stove/Boiler related products
|
|
$
|
109,721
|
|
|
$
|
328,312
|
|
|
Heat
pipe related products
|
|
|
1,051,689
|
|
|
|
557,502
|
|
|
Building
integrated energy-saving projects
|
|
|
-
|
|
|
|
-
|
|
|
|
|
$
|
1,161,410
|
|
|
$
|
885,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,2010
|
|
|
December 31,2009
|
|
|
Total
assets:
|
|
|
|
|
|
|
|
|
|
Solar
Heater/Biomass Stove/Boiler related products
|
|
$
|
16,799,273
|
|
|
$
|
17,075,566
|
|
|
Heat
pipe related products
|
|
|
17,152,612
|
|
|
|
17,210,210
|
|
|
Building
integrated energy-saving projects
|
|
|
1,379,024
|
|
|
|
1,774,920
|
|
|
Administration
|
|
|
5,786,42
7
|
|
|
|
5,004,499
|
|
|
|
|
$
|
41,117,336
|
|
|
$
|
41,065,195
|
|
(b)
Geographic information
The
Company operates in the PRC and all of the Company’s long lived assets are
located in the PRC. In respect of geographical segment reporting, sales are
based on the country in which the customer is located and total assets and
capital expenditure are based on the country where the assets are
located.
The
Company’s operations are located in PRC, which is the main geographical area.
The Company’s revenue, gross profit and total assets by geographical market for
the three months ended March 31, 2010 and 2009 are analyzed as
follows:
|
|
|
Three
months
ended
of
March
31,
|
|
|
|
|
20
10
|
|
|
200
9
|
|
|
PRC
|
|
$
|
3,325,501
|
|
|
$
|
3,507,243
|
|
|
Other
markets
|
|
|
570,913
|
|
|
|
146,551
|
|
|
|
|
$
|
3,896,414
|
|
|
$
|
3,653,794
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit:
|
|
|
|
|
|
|
|
|
|
PRC
|
|
$
|
902,350
|
|
|
$
|
857,339
|
|
|
Other
markets
|
|
|
259,060
|
|
|
|
28,475
|
|
|
|
|
$
|
1,161,410
|
|
|
$
|
885,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010
|
|
|
December 31,2009
|
|
|
Total
assets:
|
|
|
|
|
|
|
|
|
|
PRC
|
|
$
|
37,813,231
|
|
|
$
|
36,645,349
|
|
|
Other
markets
|
|
|
3,304,10
5
|
|
|
|
4,419,846
|
|
|
|
|
$
|
41,117,336
|
|
|
$
|
41,065,195
|
|
CHINA
SOLAR & CLEAN ENERGY SOLUTIONS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 10 –
NET INCOME PER
SHARE
The
following table sets forth the computation of basic and diluted net income per
share for the three months ended March 31, 2010 and 2009:
|
|
|
Three
months
ended
of
March
31
|
|
|
|
|
20
10
|
|
|
200
9
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted net income per share calculation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
Net
income from continuing operations
|
|
$
|
(327,660
|
)
|
|
$
|
(716,834
|
)
|
|
Net
(loss) income from discontinued operation
|
|
|
-
|
|
|
|
(512,390
|
)
|
|
|
|
$
|
(327,660
|
)
|
|
$
|
(1,229,224
|
)
|
|
Denominator:
- Weighted average ordinary shares outstanding
|
|
|
15,815,125
|
|
|
|
16,125,984
|
|
NOTE
11 - SUBSEQUENT EVENT
The
Company has evaluated subsequent events after the balance sheet date through the
financial statements were issued , there are no subsequent events that are
required to be recorded or disclosed in the accompanying interim financial
statements.
Item
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking
Information — this item includes “forward-looking statements”. All
statements, other than statements of historical facts, included in this item
regarding the Company's financial position, business strategy and plans and
objectives of management of the Company for future operations are
forward-looking statements. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
uncertainties and other factors, many of which are outside of the Company's
control, which could cause actual results to materially differ from such
statements. While the Company believes that the assumptions concerning future
events are reasonable, it cautions that there are inherent difficulties in
predicting certain important factors, especially the timing and magnitude of
technological advances; the prospects for future acquisitions; the competition
in the solar water heaters and boilers industry and the impact of such
competition on pricing, revenues and margins; uncertainties surrounding budget
reductions or changes in funding priorities of existing government programs and
the cost of attracting and retaining highly skilled personnel.
Overview
We are
engaged in the solar and renewable energy business in the PRC. Our business is
conducted through our wholly-owned PRC based operating subsidiaries, Bazhou Deli
Solar, Beijing Deli Solar, and our indirect subsidiary Tianjin Huaneng (majority
owned).
The
Company has three reportable segments: (i) Solar Heater/Biomass Stove/Boiler
related products, (ii) Heat pipe related products and (iii) Building integrated
energy-saving projects, under the management of Bazhou, Tianjin Huaneng, and
Deli Solar (Beijing), respectively.
Deli
Solar (Bazhou) designs, manufactures and sells renewable energy systems to
produce hot water and for space heating in the PRC. Bazhou Deli Solar’s
principal products are solar hot water heaters and multifunctional space
heaters, including coal-fired boilers for residential use. Bazhou Deli Solar
also sells component parts for its products and provides after-sales maintenance
and repair services.
Deli
Solar (Beijing) is principally engaged in building integrated energy-saving
projects in major cities in the PRC, including Beijing.
Tianjin
Huaneng manufactures heating products such as heating pipes, heat exchangers,
specialty heating pipes and tubes, high temperature hot blast boilers, heating
filters, normal pressure water boilers, solar energy water heaters and
radiators.
Approximately
19.1% of our net revenue for the three months ended March 31, 2010 was derived
from sales of our solar heater/biomass stove/boiler related products and 80.9%
from sales of our heat pipe related equipment/energy-saving projects,
respectively. Approximately 85.4% and 14.6% of our net revenues for the three
months ended March 31, 2010, were derived from sales made inside the PRC and
outside the PRC, respectively.
Three
months ended March 31, 2010 compared to three months ended March 31,
2009
Sales
Revenue
|
|
|
Three months ended
March 31
|
|
|
Revenue
|
|
2010
|
|
2009
|
|
|
Solar
heater/Biomass stove/Boiler related products
|
|
$
|
745,411
|
|
|
$
|
1,547,847
|
|
|
Heat
pipe related equipments
|
|
|
3,151,003
|
|
|
|
2,105,947
|
|
|
total
|
|
$
|
3,896,414
|
|
|
$
|
3,653,794
|
|
Overall:
Sales revenue for the three months ended March 31, 2010 were $3,896,414 as
compared to $3,653,794 for the three months ended March 31, 2009, an increase of
$242,620 or 6.6%. The increase in sales was primarily attributable to the rise
in revenue from our heat pipe related equipments under the management of Tianjin
Huangneng. We expect overall sales revenue for heat pipe related equipments and
energy-saving projects to keep growth momentum during the rest of the year with
the recovery of finance crisis.
Solar
heater/Biomass stove/Boiler related products
:
Sales revenue for these
products for the three months ended March 31, 2010 were $745,411 as compared to
$1,547,847 for the three months ended March 31, 2009, a decrease of $802,436 or
51.8%. The decrease in sales revenue derived from solar heaters/biomass
stove/boiler related products was due to strong competition. Moreover, we
are foreign invested enterprise and can not get access to China favorable policy
or “China’s Home Appliance Subsidy Program For Rual Areas” as is called for
domestic enterprises.
Heat pipe related
equipments/Energy-saving projects:
Sales revenue for the three months
ended March 31, 2010 was $3,151,003 compared to $2,105,947 for the three months
ended March 31, 2009, a substantial increase of $1,045,056 or 49.6%. The
increase in sales of heat pipe related equipments/energy-saving projects was due
to recovery from financial crisis which creates robust market for
Huaneng.
Gross
Profit
|
|
|
Three months ended
March 31
|
|
|
Gross
profit
|
|
2009
|
|
|
2008
|
|
|
Solar
heater/Biomass stove/Boiler related products
|
|
$
|
109,721
|
|
|
|
328,312
|
|
|
Heat
pipe related equipments/Energy-saving projects
|
|
$
|
1,051,689
|
|
|
|
557,502
|
|
|
|
|
$
|
1,161,410
|
|
|
|
885,814
|
|
Overall:
Gross profit margin for the three months ended March 31, 2010 increased by
approximately 5.6% to 29.8%, as compared to 24.2% for the three months ended
March 31, 2009. This was primarily due to the increase in sales volume and
prices of our heat pipe related equipments.
Solar
heater/Biomass stove/Boiler related products
: Gross profit margin for the
three months ended March 31, 2010 was approximately 14.7%, as compared to 21.2%
for the three months ended March 31, 2009. This was primarily due to weak market
in which we had to sell our products in lower price.
Heat pipe related
equipments/Energy-saving projects:
Gross profit margin for the three
months ended March 31, 2010 was approximately 33.4% as compared to 26.5% from
the three months ended March 31, 2009, an increase of 6.9%.The increase is
mainly due to an increase in the sale prices.
Operating
Expenses
Operating
expenses for the three months ended March 31, 2010 were $1,346,243, as compared
to $1,547,732 for the three months ended March 31, 2009, a decrease of $201,489,
or 13.0%. The overall decrease in operating expenses was primarily due to
the compression of operation cost.
Depreciation
and amortization expenses increased to $122,513 for the three months ended March
31, 2010, or 38.2%, from $88,621 for the three months ended March 31, 2009,
primarily as a result of the increase of our manufacturing equipment and
building.
Selling
and distribution expenses increased to $627,069 for the three months ended March
31, 2010, or 12.1%, from $559,485 for the three months ended March 31, 2009,
primarily due to the increase in sales of our heat pipe related
equipments.
General
and administrative expenses were $596,661 for the three months ended March 31,
2010 (or approximately 15.3% of sales) compared to $899,626 (or approximately
24.6% of sales) for the three months ended March 31, 2009, a decrease of 33.7%.
The decrease was primarily due to the compression of operation
cost.
Net
Income (loss)
Net loss
was $327,660 for the three months ended March 31, 2010, compared to $1,229,224
for the three months ended March 31, 2009, primarily due to the compression of
operation cost and the increase in sales of our heat pipe related
equipments.
LIQUIDITY
AND CAPITAL RESOURCES
Net cash
used by operating activities was $1,433,190 for the three months ended March 31,
2010, while net cash used in our operating activities was $829,589 for the three
months ended March 31, 2009.
Net cash
used by investing activities was $110,255 for the three months ended March 31,
2010, compared with net cash used in investing activities in the amount of
$280,208 for the three months ended March 31, 2009.
We
believe that current cash flow is sufficient to meet anticipated working capital
and capital expenditures for at least the next twelve months. We may require
additional cash for further development of business, including any investments
or acquisitions we may decide to pursue. However, we cannot assure you that such
funding will be available.
Cash
Cash and
cash equivalents decreased to $3,438,258 as of March 31, 2010, compared to
$4,980,717 as of December 31, 2009, primarily as a result of the increase
in the operating activities in the first quarter of 2010.
Accounts
Receivable
Accounts
receivable decreased to $6,448,108 as of March 31, 2010, from $8,067,944 as of
December 31, 2009, primarily due to the collection of accounts receivable of
Tianjin Huaneng.
Inventory
Inventories
increased to $6,416,927 as of March 31, 2010, as compared to $4,547,170 as of
December 31, 2009, primarily due to the increase of raw materials
considering the rise of the domestic steel prices.
Other
Receivables and Prepayments
Other
receivables and prepayments increased to $3,151,989 as of March 31, 2010,
compared to $1,733,695 as of December 31, 2009, primarily due to the increase of
temporary turnover.
Accounts
Payable
Accounts
payable increased to $1,979,026 as of March 31, 2010, compared to $1,601,002 as
of December 31, 2009. This increase was due to the increase in raw
materials.
Other
Payables and Accrued Liabilities
Other
payables and accrued liabilities slightly increased to $10,211,109 as of March
31, 2010 from $9,977,178 as of December 31, 2009.
Off-Balance
Sheet Arrangements
We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues, and results of
operations, liquidity or capital expenditures.
|
Item 3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
Not
applicable.
|
Item 4T.
|
CONTROLS
AND PROCEDURES
|
Evaluation
of Disclosure Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.
Changes
in Internal Control over Financial Reporting
No change
in our system of internal control over financial reporting occurred during the
period covered by this report for the quarter ended March 31, 2010 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART
II — OTHER INFORMATION
|
Item 1.
|
LEGAL
PROCEEDINGS
|
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Not
applicable.
|
Item 2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
None.
|
Item 3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
None.
|
Item 4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
None.
|
Item 5.
|
OTHER
INFORMATION
|
None.
(b) Exhibits
|
Exhibit
No.
|
|
Document Description
|
|
31.1
|
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
|
|
|
31.2
|
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
|
|
|
32.1
|
|
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|
|
|
|
|
|
32.2
|
|
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|
Pursuant
to the requirements 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
Solar & Clean Energy Solutions, Inc.
|
|
|
|
|
May
14, 2010
|
By:
|
/s/ Deli Du
|
|
|
|
Deli
Du
|
|
|
|
Chief
Executive Officer and President
|
|
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
May
14, 2010
|
By:
|
/s/ Yinan Zhao
|
|
|
|
Yinan
Zhao
|
|
|
|
Acting
Chief Financial Officer
|
|
|
|
(Principal
Financial
Officer)
|
Exhibit
Index
|
Exhibit
No.
|
|
Document Description
|
|
31.1
|
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
|
|
|
31.2
|
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
|
|
|
32.1
|
|
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|
|
|
|
|
|
32.2
|
|
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|
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