Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2014 | |
Document Type | '10-Q |
Amendment Flag | 'false |
Document Period End Date | 30-Sep-14 |
Trading Symbol | 'cydi |
Entity Registrant Name | 'Cybrdi, Inc. |
Entity Central Index Key | '0000019002 |
Current Fiscal Year End Date | '--12-31 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 120,225,323 |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well Known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q3 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash and equivalents | $68,244 | $203,921 |
Accounts receivable, net | 89,227 | 6,409 |
Inventories | 802,661 | 848,525 |
Other receivables, net and prepaid expenses | 104,767 | 906,459 |
Advance to suppliers | 4,517 | 4,536 |
TOTAL CURRENT ASSETS | 1,069,416 | 1,969,850 |
PROPERTY, PLANT AND EQUIPMENT, NET | 1,091,470 | 1,144,781 |
CONSTRUCTION IN PROGRESS | 7,868,283 | 6,609,918 |
INTANGIBLE ASSETS, NET | 611,834 | 628,193 |
TOTAL ASSETS | 10,641,003 | 10,352,742 |
CURRENT LIABILITIES | ' | ' |
Short-term loan | 1,466,275 | 1,308,858 |
Accounts payable | 11,867 | 11,903 |
Accrued expenses | 922,102 | 810,331 |
Deferred revenue | 132,242 | 126,128 |
Customers deposits | 160,126 | 165,066 |
Due to related parties | 2,446,029 | 2,963,494 |
Deferred tax liabilities | 10,554 | 10,598 |
Other payables | 504,348 | 591,613 |
TOTAL CURRENT LIABILITIES | 5,653,543 | 5,987,991 |
CONSTRUCTION PAYABLE | 1,623,119 | 376,297 |
TOTAL LIABILITIES | 7,276,662 | 6,364,288 |
EQUITY | ' | ' |
Preferred Stock, $1.00 per value, 500,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common Stock, no par value, 150,000,000 shares authorized, and 120,225,323 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 4,313,614 | 4,313,614 |
Additional paid-in capital | 172,308 | 172,308 |
Reserve funds | 336,885 | 336,885 |
Accumulated deficit | -4,052,501 | -3,525,809 |
Accumulated other comprehensive income | 1,638,255 | 1,656,723 |
TOTAL STOCKHOLDERS' EQUITY | 2,408,561 | 2,953,721 |
NONCONTROLLING INTEREST | 955,780 | 1,034,733 |
TOTAL EQUITY | 3,364,341 | 3,988,454 |
TOTAL LIABILITIES AND EQUITY | $10,641,003 | $10,352,742 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Preferred Stock, Par Value Per Share | $1 | $1 |
Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, No Par Value | ' | ' |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 120,225,323 | 120,225,323 |
Common Stock, Shares, Outstanding | 120,225,323 | 120,225,323 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenue | ' | ' | ' | ' |
Housing | $0 | $0 | $80,650 | $0 |
Commercial rental - related party | 0 | 0 | 0 | 0 |
Tissue array products | 111,929 | 132,941 | 265,584 | 422,820 |
Total revenue | 111,929 | 132,941 | 346,234 | 422,820 |
Cost of Sales | ' | ' | ' | ' |
Housing | 0 | 0 | 47,145 | 0 |
Commercial rental - related party | 4,500 | 182 | 38,164 | 21,444 |
Tissue array products | 87,141 | 96,747 | 227,368 | 280,082 |
Total cost of sales | 91,641 | 96,929 | 312,677 | 301,526 |
Gross Profit | 20,288 | 36,012 | 33,557 | 121,294 |
Operating Expenses: | ' | ' | ' | ' |
Salaries and wages | 56,446 | 82,085 | 162,206 | 178,048 |
Depreciation and amortization | 2,456 | 23,992 | 16,308 | 63,428 |
Bad debt expense | 0 | 0 | 0 | 6,690 |
Professional fees | 9,061 | 11,547 | 66,810 | 66,111 |
Selling and distribution expenses | 1,411 | 1,622 | 6,005 | 7,726 |
Other general and administrative expenses | 45,607 | 7,572 | 218,844 | 142,589 |
Total Operating Expenses | 114,981 | 126,818 | 470,173 | 464,592 |
Loss from Operations | -94,693 | -90,806 | -436,616 | -343,298 |
Other Income (Expense) | ' | ' | ' | ' |
Interest expenses | -57,894 | -66,564 | -143,380 | -174,362 |
Other income (expense), net | 56 | -2,931 | -22,739 | 21,635 |
Total Other Expense, Net | -57,838 | -69,495 | -166,119 | -152,727 |
Loss before Income Taxes | -152,531 | -160,301 | -602,735 | -496,025 |
Income Tax Expense | 74 | 104 | -1,664 | 388 |
Net loss | -152,605 | -160,405 | -601,071 | -496,413 |
Less: Net loss attributable to the | -74,379 | -37,555 | -74,379 | -101,490 |
Net loss attributable to CYBRDI, INC. | -78,226 | -122,850 | -526,692 | -394,923 |
Foreign currency translation loss | -18,468 | 182,387 | -134,295 | 178,978 |
Comprehensive loss | ($96,694) | $59,537 | ($660,987) | ($215,945) |
Net Loss Per Common Share | ' | ' | ' | ' |
Basic and Diluted | $0 | $0 | $0 | $0 |
Weighted Average Number of Shares Outstanding | ' | ' | ' | ' |
Basic and Diluted | 120,225,323 | 120,225,323 | 120,225,323 | 120,225,323 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATINGACTIVITIES | ' | ' |
Net loss attributable to Cybrdi Inc. | ($526,692) | ($394,923) |
Adjustments to reconcile net loss to Provided by operating activities: | ' | ' |
Depreciation and amortization | 71,277 | 157,131 |
Bad debt expense | 0 | 6,690 |
Minority interest | -74,379 | -101,490 |
Changes in Operating Assets and Liabilities: | ' | ' |
Accounts receivable | -82,613 | -7,189 |
Inventories | 42,594 | -4,010 |
Other receivable and prepaid expenses | 782,580 | -63,144 |
Accounts payable and other current liabilities | 210,507 | 184,580 |
Construction payable | -139 | 0 |
Deferred revenue | 6,683 | 0 |
Customer deposits | -4,273 | 21,684 |
Net Cash provided by/(used in) Operating Activities | 425,545 | -200,671 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Purchase of property, plant, and equipment | -9,133 | -10,185 |
Payments for construction in progress | -37,970 | -2,622 |
Net Cash used in Investing Activities | -47,103 | -12,807 |
CASH FLOWS FROM FINANCING ACTIVIES | ' | ' |
Proceeds from loans from related companies | 121,236 | 49,684 |
Proceeds from loan from shareholders/officers | 184,540 | 1,685,870 |
Repayment loans from affiliated companies | -146,846 | 0 |
Repayment of loan from shareholders/officers | -655,593 | 0 |
Repayment of short term loans | 0 | -1,540,532 |
Net cash provided by/(used in) Financing Activities | -496,663 | 195,022 |
NET DECREASE IN CASH & CASH EQUIVALENTS | -118,221 | -18,456 |
EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS | -17,456 | 29,310 |
CASH & CASH EQUIVALENTS, BEGINNING BALANCE | 203,921 | 956,235 |
CASH & CASH EQUIVALENTS, ENDING BALANCE | 68,244 | 967,089 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' |
Interest paid | 118,496 | 91,598 |
Income taxes paid | $227 | $286 |
BASIS_OF_PRESENTATION_AND_SUMM
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |
Sep. 30, 2014 | ||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block] | ' | |
NOTE A - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
1. Interim Financial Statements | ||
The unaudited consolidated financial statements of Cybrdi Inc. and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The consolidated balance sheet information as of December 31, 2013 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report. Certain comparative amounts have been reclassified to conform to the current period's presentation. | ||
The consolidated financial statements include the accounts of Cybrdi, Inc. and its wholly-owned subsidiaries and joint ventures. All material intercompany balances and transactions have been eliminated. | ||
2. Description of Business | ||
Cybrdi, Inc. was incorporated on August 1, 1966, under the laws of the State of California. From then to approximately June 2004, we conducted business in the distribution of magnetic media products, primarily blank audio and video cassettes. Due to continuing intense price competition and technological changes in the marketplace for its products, the Company lost its remaining significant customers and disposed of or wrote off its remaining inventory. As a result of these occurrences, the Company concluded that its audio and videotape businesses were no longer viable and some of its product lines were obsolete. | ||
In November 2004, we acquired all of the ownership interests in Cybrdi, Inc., a privately held company incorporated in the State of Maryland ("Cybrdi Maryland"). For financial statement reporting purposes, the transaction was treated as a reverse acquisition, with Cybrdi Maryland deemed the accounting acquirer and Certron Corporation deemed the accounting acquiree. Historical information of the surviving company is that of Cybrdi Maryland. | ||
Cybrdi Maryland was established in 2001 to acquire an interest in biogenetic products commercialization and related services entities in Asia. On March 5, 2003, Cybrdi Maryland acquired an 80% interest in Shaanxi Chao Ying Biotechnology Co., Ltd. (“Chaoying Biotech”), a sino-foreign equity joint venture established in July 2000 in the People's Republic of China (“PRC”), through the exchange of 99% of shares to the existing shareholders of Chaoying Biotech. For financial statement reporting purposes, the merger was treated as a reverse acquisition, with Chaoying Biotech deemed the accounting acquirer and Cybrdi Maryland deemed the accounting acquiree. | ||
Chaoying Biotech is a sino-foreign equity joint venture between Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. (the “Chinese Partner”, a PRC corporation) and Immuno-Onco Genomics Inc. (the “Foreign Partner”, a USA corporation). The joint venture agreement has a 15 year operating period starting from its formation in July 2000 and it may be extended upon mutual consent. The principal activities of Chaoying Biotech are research, manufacture and sale of various high-quality tissue arrays and the related services in the PRC. | ||
Most of the Company’s activities are conducted through Chaoying Biotech. Chaoying Biotech, with its principal operations located in China, aims to take advantage of China's abundant scientific talent, low wage rates, less stringent biogenetic regulation, and the huge genetic population as it introduces its growing list of tissue micro array products. | ||
On February 10, 2005, the Company completed the merger with Cybrdi Maryland and changed its name to Cybrdi, Inc. | ||
On July 26, 2007, Chaoying Biotech entered into an acquisition agreement with the Chinese Partner to acquire 83.33% equity ownership of Shandong Chaoying Culture and Entertainment Co., Ltd (“SD Chaoying”) from the Chinese Partner for RMB15 million. The Chinese partner is a principal shareholder of the Company and Mr. Bai, the Company’s chief executive officer, chairman and a principal shareholder, is also a principal of the Chinese Partner. SD Chaoying is a corporation organized in the Shandong province of P.R.China. On September 5, 2007, Shandong MOFCOM approved this acquisition and ownership of SD Chaoying was transferred to Chaoying Biotech from the Chinese Partner. | ||
The business of SD Chaoying will primarily focus on culture and entertainment, including make-up, personal care, health club, gambling, saunas for massage and bath, karaoke, catering, and lodging. The Company plans for SD Chaoying to have a specific emphasis on casino gambling, but such operations have not been approved by Shandong Administration for Civil Affairs. At the end of 2010, SD Chaoying had substantially completed the construction of two residential buildings and had recognized revenue from sales of housing units from these buildings for 2010. The main structure of the commercial entertainment center has also been completed, with the exterior, rooftop, the surrounding supporting projects and the community landscaping yet to be completed, but which are expected to be completed in 2013 prior to the commencement of operations by merchant tenants if we can obtain an estimated $2.8 million to complete construction. In January 2011, SD Chaoying engaged Dongshan Victoria Spring Hotel (“Victoria”), which is controlled by the wife of the General Manager of SD Chaoying, to manage and operate the SPA business at the completed section of the cultural and entertainment facility. SD Chaoying has not charged any fees from Victoria and no written agreement was signed. As of September 30, 2014, the Company has not commenced collecting rental and management fee revenue for the culture and entertainment center. | ||
On April 29, 2011, Chaoying Biotech invested $154,732 (equivalent to RMB1 million) to restore the operation of the Institute of Shaanxi Chaoying Clinical Pathology (“IOSCCP”), a wholly-owned subsidiary established on July 31, 2003, whose main business includes pathology research and consulting, diagnostic clinical pathology and pathology-related research and development of new technologies, and basic training in pathology. Chaoying Biotech has been its sole shareholder. | ||
3. Going Concern | ||
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations. The Company had an accumulated deficit of $4,052,501 and $3,525,809 as of September 30, 2014 and December 31, 2013, including net losses of $601,071 and $496,413 for the nine months ended September 30, 2014 and 2013, respectively. In addition, current liabilities exceeded current assets by $4,582,147 and $4,018,141 at September 30, 2014 and December 31, 2013, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company finances its operations primarily through short-term bank borrowings and advances from related parties and/or officers/shareholders. In order to complete the construction of SD Chaoying cultural and entertainment center, approximately $3.0 million (equivalent to RMB19 million) of capital is expected to be needed. The Company, taking into accounts the available banking facilities, internal financial resource, and supports from related companies, believes it has sufficient working capital to meet its present obligation for at least the next twelve months. Management is taking actions to address the company's financial condition and deteriorating liquidity position. The following sets forth management’s plans for dealing with the adverse effects of the conditions: | ||
(a) | Sale of housing inventories: Proceeds to be received from the sale of the remaining housing of the two completed residential buildings are expected to amount to approximately $0.3 million. However, there is no assurance when such sales will occur. | |
(b) | Rental and management fee revenue from the cultural and entertainment center: Annual rental revenue is estimated to be approximately $0.68 million per year. Management fee revenue will be charged to commercial tenants at 3% of annual gross revenue. As of September 30, 2014, the Company has not commenced collecting rental and management fee revenue for the culture and entertainment center. | |
The Company may require additional funds and may seek to raise such funds through public and private financings or from other sources. There is no assurance that the above management’s plans will be realized or the additional financing will be available at all or that, if available, such financing will be obtainable on terms favorable to the Company or that any additional financing will not be dilutive. The consolidated financial statements do not include any adjustments that might result from the outcome of those uncertainties. | ||
4. 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 materially from those estimates. | ||
5. Revenue Recognition | ||
Revenue represents the invoiced value of goods sold recognized upon the delivery of goods to customers and service income is recognized when services are provided. Deferred revenue represents the undelivered portion of invoiced value of goods sold to customers. Sales transactions not meeting all the conditions of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized as incurred, and payments received from the buyer are recorded as customer deposits. | ||
6. Reverse Merger | ||
On February 10, 2005, (the "Closing Date") the Company closed on an Agreement and Plan of Merger (the "Agreement") among Certron Corporation (“Certron”), a California corporation, Certron Acquisition Corp., a Maryland corporation and a wholly-owned subsidiary of Certron ("Acquisition Sub"), and Cybrdi, Inc., a Maryland corporation (“Cybrdi – Maryland”) relating to the acquisition by Certron of all of the issued and outstanding capital stock of Cybrdi -Maryland in exchange for shares of common stock of Certron that will aggregate approximately 93.8% of the issued and outstanding common stock of Certron. Pursuant to the terms of the Agreement, at the Closing Date (a) Acquisition Sub has been merged with and into Cybrdi - Maryland, with Cybrdi - Maryland being the surviving corporation, (b) the common stock of Cybrdi-Maryland has been cancelled and converted into the right to receive shares of the common stock of Certron at an exchange ratio of 1.566641609 per share. This resulted in the issuance of 47,328,263 shares of the Carton’s common stock, and (c) each share of the common stock of Acquisition Sub has been converted in to and become one share of the common stock of Cybrdi-Maryland. The share exchange has been accounted for as a reverse merger under the purchase method of accounting. Accordingly, Cybrdi, Inc. will be treated as the continuing entity for accounting purposes and the historical financial statements presented will be those of Cybrdi, Inc. | ||
In connection with the Agreement, on February 10, 2005, the Company amended its articles of incorporation to authorize the issuance of 150 million shares of common stock no par value and 500,000 shares of preferred stock, $1.00 par value per share, none of which are issued or outstanding. | ||
Concurrent with the filing of the Articles of Merger, all of the Company then existing officers and directors tendered their resignation and Yanbiao Bai was appointed as its Chairman of the Board of Directors. Mr. Bai then nominated the balance of the Board of Directors. | ||
7. Income Taxes | ||
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to the differences between the basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes. | ||
8. Recent Accounting Pronouncements | ||
The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company. |
ASSETS
ASSETS | 9 Months Ended |
Sep. 30, 2014 | |
ASSETS [Text Block] | ' |
NOTE B – ASSETS | |
The September 30, 2014 consolidated balance sheet included total current assets of $1,069,416 and non-current assets of $9,571,587. Of these amounts, $68,244 in cash and equivalents is planned for funding current operations and for future business expansion. Current assets also included accounts receivable, inventories, other receivables and prepaid expenses, and advance to suppliers. Inventories are mainly finished goods. Other components of inventories include raw materials and housing inventories. Inventories are stated at the lower of cost or market. Cost of raw materials is determined on the basis of first in first out method (“FIFO”). Finished goods are determined on the weighted average basis and are comprised of direct materials, direct labor, and an appropriate proportion of overhead. | |
Included in non-current assets are property, plant and equipment, construction-in-progress and intangible assets. Property, plant and equipment mainly consist of building, office equipment, motor vehicles, leasehold improvement and machinery used for product manufacturing located in the People’s Republic of China (“PRC”). Depreciation on property, plant and equipment is computed using the straight-line method over the estimated useful life of the assets. The majority of the assets have estimated useful lives of 10 years. Building and office equipment have estimated useful lives of 20 and 5 years, respectively. The “construction in progress” in the amount of $7,868,283 mainly consisted of land under development and construction of the entertainment, culture, and casino facility in Shandong Province, which will be transferred to fixed assets in SD Chaoying when construction is completed. For the $3.26 million land use rights, $2.6 million was classified under construction-in-progress for the commercial property and the remaining $0.66 million was classified under intangible assets subject to amortization. Intangible assets included a tissue chip patent at Chaoying Biotech and $0.66 million of land use rights being put in operation for the partial completed commercial property at SD Chaoying. Effective January 1, 2002, with the adoption of the accounting guidance for Goodwill and Other Intangible Assets, intangible assets with a definite life are amortized on a straight-line basis. The land use rights classified in intangible asset is being amortized over its estimated life of 36.9 years through the maturity of the land use rights for commercial use on November 6, 2047. |
LIABILITIES
LIABILITIES | 9 Months Ended |
Sep. 30, 2014 | |
LIABILITIES [Text Block] | ' |
NOTE C – LIABILITIES | |
As of September 30, 2014, the balance sheet included total liabilities of $7,276,662, which consisted of current liabilities of $5,653,543 and construction payable of $1,623,119. Included in the current liabilities was a short-term loan of $1,466,275 (equivalent to RMB1.0 million) from Mr. Fengguo Liu, an unrelated party. The short-term loan is due on January 15, 2015 with an interest rate at 2% per month. The short-term loan also included the loan due from ChangLe Rural credit cooperatives, amounting to $1,289,574 (equivalent to RMB8.0 million); the term of this loan was from November 17 2013 to October 17 2014, with an interest rate at 12% per annum. Also included in the current liabilities was $2,446,029 of loans from related companies, including Xi’an Yanfeng Biotechnology Co., Ltd., Shaanxi Yanfeng Real Estate Co. Ltd and Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. These entities were related to the Company through common ownership and principal officers. These loans are non-interest bearing and have no set repayment terms. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Sep. 30, 2014 | |
STOCKHOLDERS EQUITY [Text Block] | ' |
NOTE D – STOCKHOLDERS’ EQUITY | |
As a result of the reverse merger (see Note A item 6), the common stock of Cybrdi-Maryland has been cancelled and converted into shares of common stock of Certron at an exchange ratio of 1.566641609 per share. This resulted in the issuance of 47,328,263 shares of Carton’s common stock to the Cybrdi shareholders. As of September 30, 2014 and December 31, 2013, the Company had 120,225,323 shares issued and outstanding, respectively. | |
As of September 30, 2014, the balance sheet included total equity of $3,364,341, of which $955,780 was for non-controlling interest, representing a 20% minority interest in Chaoying Biotech and 16.67% minority interest in SD Chaoying. | |
As of December 31, 2013, the balance sheet included total equity of $3,988,454, of which $1,034,733 was for non-controlling interest, representing 20% minority interest in Chaoying Biotech and 16.67% minority interest in SD Chaoying. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2014 | |
INCOME TAXES [Text Block] | ' |
NOTE E – INCOME TAXES | |
Under the Enterprise Income Tax (“EIT”) of the PRC, prior to 2007, Chinese enterprises are generally subject to an income tax at an effective rate of 33% ( 30% statutory income taxes plus 3% local income taxes) on income reported in the statutory financial statements after appropriate tax adjustments, unless the enterprise is located in a specially designated region for which more favorable effective tax rates are applicable. Beginning on January 1, 2008, the new EIT law has replaced the existing laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% will replace the 33% rate previously applicable to both DES and FIEs. The two year tax exemption, six year 50% tax reduction and tax holiday for production-oriented FIEs will be eliminated. According to the Western Developing Plan implemented by the PRC Government, Chaoying Biotech is entitled to a 50% reduction in EIT of preferential policy, but not less than 15%. As a result, Chaoying Biotech’s effective EIT tax rate has been 15% since 2008. | |
The Company’s income tax expense includes U.S. and PRC income taxes. There were no U.S. current taxes for the nine months ended September 30, 2014 according to net loss incurred in the U.S. entity, which will not be anticipated to have any tax benefit in the future since no revenue is expected to be generated in the U.S as a result of discontinuing the U.S. operating company in Maryland in October 2007. There were $74 and $0 of PRC current income taxes accrued for the nine months ended September 30, 2014 in SD Chaoying and Chaoying Biotech, respectively. |
CONTINGENCIES_AND_LITIGATION_L
CONTINGENCIES AND LITIGATION LIABILITIES | 9 Months Ended |
Sep. 30, 2014 | |
CONTINGENCIES AND LITIGATION LIABILITIES [Text Block] | ' |
NOTE F – CONTINGENCIES AND LITIGATION LIABILITIES | |
During the nine months ended September 30, 2014, there were no material developments in any previously reported litigation. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |
Sep. 30, 2014 | ||
Interim Financial Statements [Policy Text Block] | ' | |
1. Interim Financial Statements | ||
The unaudited consolidated financial statements of Cybrdi Inc. and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The consolidated balance sheet information as of December 31, 2013 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report. Certain comparative amounts have been reclassified to conform to the current period's presentation. | ||
The consolidated financial statements include the accounts of Cybrdi, Inc. and its wholly-owned subsidiaries and joint ventures. All material intercompany balances and transactions have been eliminated. | ||
Description of Business [Policy Text Block] | ' | |
2. Description of Business | ||
Cybrdi, Inc. was incorporated on August 1, 1966, under the laws of the State of California. From then to approximately June 2004, we conducted business in the distribution of magnetic media products, primarily blank audio and video cassettes. Due to continuing intense price competition and technological changes in the marketplace for its products, the Company lost its remaining significant customers and disposed of or wrote off its remaining inventory. As a result of these occurrences, the Company concluded that its audio and videotape businesses were no longer viable and some of its product lines were obsolete. | ||
In November 2004, we acquired all of the ownership interests in Cybrdi, Inc., a privately held company incorporated in the State of Maryland ("Cybrdi Maryland"). For financial statement reporting purposes, the transaction was treated as a reverse acquisition, with Cybrdi Maryland deemed the accounting acquirer and Certron Corporation deemed the accounting acquiree. Historical information of the surviving company is that of Cybrdi Maryland. | ||
Cybrdi Maryland was established in 2001 to acquire an interest in biogenetic products commercialization and related services entities in Asia. On March 5, 2003, Cybrdi Maryland acquired an 80% interest in Shaanxi Chao Ying Biotechnology Co., Ltd. (“Chaoying Biotech”), a sino-foreign equity joint venture established in July 2000 in the People's Republic of China (“PRC”), through the exchange of 99% of shares to the existing shareholders of Chaoying Biotech. For financial statement reporting purposes, the merger was treated as a reverse acquisition, with Chaoying Biotech deemed the accounting acquirer and Cybrdi Maryland deemed the accounting acquiree. | ||
Chaoying Biotech is a sino-foreign equity joint venture between Shaanxi Chaoying Beauty & Cosmetics Group Co., Ltd. (the “Chinese Partner”, a PRC corporation) and Immuno-Onco Genomics Inc. (the “Foreign Partner”, a USA corporation). The joint venture agreement has a 15 year operating period starting from its formation in July 2000 and it may be extended upon mutual consent. The principal activities of Chaoying Biotech are research, manufacture and sale of various high-quality tissue arrays and the related services in the PRC. | ||
Most of the Company’s activities are conducted through Chaoying Biotech. Chaoying Biotech, with its principal operations located in China, aims to take advantage of China's abundant scientific talent, low wage rates, less stringent biogenetic regulation, and the huge genetic population as it introduces its growing list of tissue micro array products. | ||
On February 10, 2005, the Company completed the merger with Cybrdi Maryland and changed its name to Cybrdi, Inc. | ||
On July 26, 2007, Chaoying Biotech entered into an acquisition agreement with the Chinese Partner to acquire 83.33% equity ownership of Shandong Chaoying Culture and Entertainment Co., Ltd (“SD Chaoying”) from the Chinese Partner for RMB15 million. The Chinese partner is a principal shareholder of the Company and Mr. Bai, the Company’s chief executive officer, chairman and a principal shareholder, is also a principal of the Chinese Partner. SD Chaoying is a corporation organized in the Shandong province of P.R.China. On September 5, 2007, Shandong MOFCOM approved this acquisition and ownership of SD Chaoying was transferred to Chaoying Biotech from the Chinese Partner. | ||
The business of SD Chaoying will primarily focus on culture and entertainment, including make-up, personal care, health club, gambling, saunas for massage and bath, karaoke, catering, and lodging. The Company plans for SD Chaoying to have a specific emphasis on casino gambling, but such operations have not been approved by Shandong Administration for Civil Affairs. At the end of 2010, SD Chaoying had substantially completed the construction of two residential buildings and had recognized revenue from sales of housing units from these buildings for 2010. The main structure of the commercial entertainment center has also been completed, with the exterior, rooftop, the surrounding supporting projects and the community landscaping yet to be completed, but which are expected to be completed in 2013 prior to the commencement of operations by merchant tenants if we can obtain an estimated $2.8 million to complete construction. In January 2011, SD Chaoying engaged Dongshan Victoria Spring Hotel (“Victoria”), which is controlled by the wife of the General Manager of SD Chaoying, to manage and operate the SPA business at the completed section of the cultural and entertainment facility. SD Chaoying has not charged any fees from Victoria and no written agreement was signed. As of September 30, 2014, the Company has not commenced collecting rental and management fee revenue for the culture and entertainment center. | ||
On April 29, 2011, Chaoying Biotech invested $154,732 (equivalent to RMB1 million) to restore the operation of the Institute of Shaanxi Chaoying Clinical Pathology (“IOSCCP”), a wholly-owned subsidiary established on July 31, 2003, whose main business includes pathology research and consulting, diagnostic clinical pathology and pathology-related research and development of new technologies, and basic training in pathology. Chaoying Biotech has been its sole shareholder. | ||
Going Concern [Policy Text Block] | ' | |
3. Going Concern | ||
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and has not demonstrated the ability to generate sufficient cash flows from operations to satisfy its liabilities and sustain operations. The Company had an accumulated deficit of $4,052,501 and $3,525,809 as of September 30, 2014 and December 31, 2013, including net losses of $601,071 and $496,413 for the nine months ended September 30, 2014 and 2013, respectively. In addition, current liabilities exceeded current assets by $4,582,147 and $4,018,141 at September 30, 2014 and December 31, 2013, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company finances its operations primarily through short-term bank borrowings and advances from related parties and/or officers/shareholders. In order to complete the construction of SD Chaoying cultural and entertainment center, approximately $3.0 million (equivalent to RMB19 million) of capital is expected to be needed. The Company, taking into accounts the available banking facilities, internal financial resource, and supports from related companies, believes it has sufficient working capital to meet its present obligation for at least the next twelve months. Management is taking actions to address the company's financial condition and deteriorating liquidity position. The following sets forth management’s plans for dealing with the adverse effects of the conditions: | ||
(a) | Sale of housing inventories: Proceeds to be received from the sale of the remaining housing of the two completed residential buildings are expected to amount to approximately $0.3 million. However, there is no assurance when such sales will occur. | |
(b) | Rental and management fee revenue from the cultural and entertainment center: Annual rental revenue is estimated to be approximately $0.68 million per year. Management fee revenue will be charged to commercial tenants at 3% of annual gross revenue. As of September 30, 2014, the Company has not commenced collecting rental and management fee revenue for the culture and entertainment center. | |
The Company may require additional funds and may seek to raise such funds through public and private financings or from other sources. There is no assurance that the above management’s plans will be realized or the additional financing will be available at all or that, if available, such financing will be obtainable on terms favorable to the Company or that any additional financing will not be dilutive. The consolidated financial statements do not include any adjustments that might result from the outcome of those uncertainties. | ||
Use of Estimates [Policy Text Block] | ' | |
4. 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 materially from those estimates. | ||
Revenue Recognition [Policy Text Block] | ' | |
5. Revenue Recognition | ||
Revenue represents the invoiced value of goods sold recognized upon the delivery of goods to customers and service income is recognized when services are provided. Deferred revenue represents the undelivered portion of invoiced value of goods sold to customers. Sales transactions not meeting all the conditions of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized as incurred, and payments received from the buyer are recorded as customer deposits. | ||
Reverse Merger [Policy Text Block] | ' | |
6. Reverse Merger | ||
On February 10, 2005, (the "Closing Date") the Company closed on an Agreement and Plan of Merger (the "Agreement") among Certron Corporation (“Certron”), a California corporation, Certron Acquisition Corp., a Maryland corporation and a wholly-owned subsidiary of Certron ("Acquisition Sub"), and Cybrdi, Inc., a Maryland corporation (“Cybrdi – Maryland”) relating to the acquisition by Certron of all of the issued and outstanding capital stock of Cybrdi -Maryland in exchange for shares of common stock of Certron that will aggregate approximately 93.8% of the issued and outstanding common stock of Certron. Pursuant to the terms of the Agreement, at the Closing Date (a) Acquisition Sub has been merged with and into Cybrdi - Maryland, with Cybrdi - Maryland being the surviving corporation, (b) the common stock of Cybrdi-Maryland has been cancelled and converted into the right to receive shares of the common stock of Certron at an exchange ratio of 1.566641609 per share. This resulted in the issuance of 47,328,263 shares of the Carton’s common stock, and (c) each share of the common stock of Acquisition Sub has been converted in to and become one share of the common stock of Cybrdi-Maryland. The share exchange has been accounted for as a reverse merger under the purchase method of accounting. Accordingly, Cybrdi, Inc. will be treated as the continuing entity for accounting purposes and the historical financial statements presented will be those of Cybrdi, Inc. | ||
In connection with the Agreement, on February 10, 2005, the Company amended its articles of incorporation to authorize the issuance of 150 million shares of common stock no par value and 500,000 shares of preferred stock, $1.00 par value per share, none of which are issued or outstanding. | ||
Concurrent with the filing of the Articles of Merger, all of the Company then existing officers and directors tendered their resignation and Yanbiao Bai was appointed as its Chairman of the Board of Directors. Mr. Bai then nominated the balance of the Board of Directors. | ||
Income taxes [Policy Text Block] | ' | |
7. Income Taxes | ||
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to the differences between the basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes. | ||
Recent Accounting Pronouncements [Policy Text Block] | ' | |
8. Recent Accounting Pronouncements | ||
The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company. |
BASIS_OF_PRESENTATION_AND_SUMM1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | |
USD ($) | CNY | |
Y | ||
Basis Of Presentation And Summary Of Significant Accounting Policies 1 | 80.00% | 80.00% |
Basis Of Presentation And Summary Of Significant Accounting Policies 2 | 99.00% | 99.00% |
Basis Of Presentation And Summary Of Significant Accounting Policies 3 | 15 | 15 |
Basis Of Presentation And Summary Of Significant Accounting Policies 4 | 83.33% | 83.33% |
Basis Of Presentation And Summary Of Significant Accounting Policies 5 | ' | 15,000,000 |
Basis Of Presentation And Summary Of Significant Accounting Policies 6 | 2,800,000 | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies 7 | 154,732 | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies 8 | ' | 1,000,000 |
Basis Of Presentation And Summary Of Significant Accounting Policies 9 | 4,052,501 | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies 10 | 3,525,809 | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies 11 | 601,071 | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies 12 | 496,413 | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies 13 | 4,582,147 | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies 14 | 4,018,141 | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies 15 | 3,000,000 | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies 16 | ' | 19,000,000 |
Basis Of Presentation And Summary Of Significant Accounting Policies 17 | 300,000 | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies 18 | 680,000 | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies 19 | 3.00% | 3.00% |
Basis Of Presentation And Summary Of Significant Accounting Policies 20 | 93.80% | 93.80% |
Basis Of Presentation And Summary Of Significant Accounting Policies 21 | 1.566641609 | 1.566641609 |
Basis Of Presentation And Summary Of Significant Accounting Policies 22 | 47,328,263 | 47,328,263 |
Basis Of Presentation And Summary Of Significant Accounting Policies 23 | 150,000,000 | 150,000,000 |
Basis Of Presentation And Summary Of Significant Accounting Policies 24 | 500,000 | 500,000 |
Basis Of Presentation And Summary Of Significant Accounting Policies 25 | $1 | ' |
ASSETS_Narrative_Details
ASSETS (Narrative) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Y | |
Assets 1 | $1,069,416 |
Assets 2 | 9,571,587 |
Assets 3 | 68,244 |
Assets 4 | 10 |
Assets 5 | 20 |
Assets 6 | 5 |
Assets 7 | 7,868,283 |
Assets 8 | 3,260,000 |
Assets 9 | 2,600,000 |
Assets 10 | 660,000 |
Assets 11 | $660,000 |
Assets 12 | 36.9 |
LIABILITIES_Narrative_Details
LIABILITIES (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | |
USD ($) | CNY | |
Liabilities 1 | $7,276,662 | ' |
Liabilities 2 | 5,653,543 | ' |
Liabilities 3 | 1,623,119 | ' |
Liabilities 4 | 1,466,275 | ' |
Liabilities 5 | ' | 1,000,000 |
Liabilities 6 | 2.00% | 2.00% |
Liabilities 7 | 1,289,574 | ' |
Liabilities 8 | ' | 8,000,000 |
Liabilities 9 | 12.00% | 12.00% |
Liabilities 10 | $2,446,029 | ' |
STOCKHOLDERS_EQUITY_Narrative_
STOCKHOLDERS EQUITY (Narrative) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Stockholders Equity 1 | 1.566641609 |
Stockholders Equity 2 | 47,328,263 |
Stockholders Equity 3 | 120,225,323 |
Stockholders Equity 4 | $3,364,341 |
Stockholders Equity 5 | 955,780 |
Stockholders Equity 6 | 20.00% |
Stockholders Equity 7 | 16.67% |
Stockholders Equity 8 | 3,988,454 |
Stockholders Equity 9 | $1,034,733 |
Stockholders Equity 10 | 20.00% |
Stockholders Equity 11 | 16.67% |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Income Taxes 1 | 33.00% |
Income Taxes 2 | 30.00% |
Income Taxes 3 | 3.00% |
Income Taxes 4 | 25.00% |
Income Taxes 5 | 33.00% |
Income Taxes 6 | 50.00% |
Income Taxes 7 | 50.00% |
Income Taxes 8 | 15.00% |
Income Taxes 9 | 15.00% |
Income Taxes 10 | $74 |
Income Taxes 11 | $0 |