UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








FORM 10-K








x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2010





OR





 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE ACT OF 1934





For the transition period from            to





Commission File Number 001-34422











CHINA MARINE FOOD GROUP LIMITED


(Exact name of registrant as specified in its charter)





NEVADA

87-0640467(State or other jurisdiction of

(IRS Employer Identification No.)Incorporation or organization)





Da Bao Industrial Zone, Shishi City


Fujian, China


362700


(Address of principal executive offices)





86-595-8898-7588


(Issuer's telephone number, including area code)




Securities registered pursuant to Section 12(b) of the Act:


COMMON STOCK





Securities registered pursuant to Section 12(g) of the Act:


NONE





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o Nox





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o  Nox





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.    Yesx      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).





Yeso Noo





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.


Large accelerated filer  ̈           Accelerated filer  ̈            Non-accelerated filer  ̈


Smaller Reporting Companyx





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈ Nox





The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $50,123,996 based on the February 25, 2011 closing sale price of $3.70 as reported on the NYSE AMEX. As of February 25, 2011, there were 28,977,976 shares of common stock outstanding.





DOCUMENTS INCORPORATED BY REFERENCE





None









China Marine Food Group Limited





FORM 10-K





For the Year Ended December 31, 2010





TABLE OF CONTENTS





PART IITEM 1.

Business
4ITEM 1A.

Risk Factors
30ITEM 1B.

Unresolved Staff Comments
40ITEM 2.

Properties
40ITEM 3.

Legal Proceedings
41PART IIITEM 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities
41ITEM 6.

Selected Financial Data
42ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations
43ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk
64ITEM 8.

Financial Statements and Supplementary Data
F-1 – F-30ITEM 9.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
65ITEM 9A(T).

Controls and Procedures
66ITEM 9B.

Other Information
66PART IIIITEM 10.

Directors and Executive Officers of the Registrant and Corporate Governance
66ITEM 11.

Executive Compensation
70ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
74ITEM 13.

Certain Relationships and Related Transactions, and Director Independence
75ITEM 14.

Principal Accountant Fees and Services
76PART IVITEM 15

Exhibits, Financial Statement Schedules
76SIGNATURES


80




2




INFORMATION REGARDING FORWARD-LOOKING STATEMENTS





This Annual Report on Form 10-K contains forward-looking statements. These statements relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.





Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.





Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including without limitation the disclosures made inPART I. ITEM 1A. “Risk Factors” andPART  II. ITEM 7 "Management's Discussion and Analysis or Plan of Operation" included herein.




3




PART I.





ITEM 1.
Business





Overview





Through our direct, wholly owned subsidiary, Ocean Technology (China) Company Limited (“Ocean Technology’) and its subsidiaries, Shishi Rixiang Marine Food Co., Ltd. (“Rixiang”), Shishi Huabao Jixiang Water Products Co., Ltd.(“Jixiang”), Shishi Huabao Mingxiang Foods Co., Ltd. (“Mingxiang”) and Shishi Xianglin Trading Co., Ltd. (“Xianglin”), we engage in the business of processing, distribution and sale of processed seafood-based snack foods, as well as the sale of fresh and frozen marine catch. In 2010, we also became a manufacturer of algae-based soft drinks through our acquisition of Shishi Xianghe Food Science and Technology Co., Ltd. (“Xianghe”), which is also an operating subsidiary of Ocean Technology. Our objective is to establish
ourselves as a leading producer of processed seafood products in the PRC and overseas markets.





Our dried and flavored seafood-based snack foods are predominantly sold under our registered trademark, the “Mingxiang” brand. These products are sold to 18 exclusive distributors in seven provinces in the PRC, including Fujian, Guangdong, Jiangsu, Shandong, Zhejiang, Liaoning and Sichuan and in turn sub-distributed to about 3,200 retail points in the PRC (including major supermarkets and retailers such as Wal-Mart and Carrefour) throughout these provinces.  Our frozen processed seafood products are sold to both domestic and overseas customers. Founded in 1994, China Marine has grown steadily and positioned its "Mingxiang" brand as a category leader. We have received "Famous Brand" and "Green Food" awards. Our marine catch is sold to distributors in Fujian, Shandong and Liaoning
provinces, some of whom directly export the marine catch to South Korea and Taiwan.





Our business premises, including our production plant, cold storage facility, office tower and staff dormitory, are located close to Xiangzhi Port, the largest fishing port in Fujian Province, which is one of the largest coastal provinces in the PRC and a vital navigation hub between the East China Sea and the South China Sea.





On January 1, 2010, Mingxiang acquired shares representing 80% of the registered capital stock of Xianghe.  Xianghe is a manufacturer of the branded Hi-Power algae-based soft drinks. Xianghe has developed a network of distributors with exclusive territories in Fujian province which sell Hi-Power to retail food stores, restaurants food supply dealers and the hospitality industry. The algae-based beverage products are sold to six exclusive distributors and in turn sub-distributed to about 13,000 retail points in Fujian Province. We intend to expand distribution of the Hi-Power soft drinks to other parts of the PRC in 2011.





Our principal executive offices are located at Da Bao Industrial Zone, Shishi City, Fujian, China, 362700, and our telephone number at that location is 86-595-8898-7588.





Our Corporate Structure





We are a holding company organized under the laws of Nevada and Ocean Technology is a holding company organized under the laws of Hong Kong. The other subsidiaries are organized under the laws of the PRC. All subsidiaries are wholly-owned except for Xianghe, the beverage company, in which we own an 80% interest.










4




Our Corporate History





We were incorporated in the State of Nevada on October 1, 1999 under the name New Paradigm Productions, Inc. to engage in the production and marketing of meditation music and related supplies.





Starting January 1, 2000, we commenced a private placement of our common stock in reliance upon an exemption from registration under Section 4(2) of the Securities Act and Regulation D promulgated thereunder. We offered 100,000 shares of our common stock at $0.35 per share to certain accredited investors. The offering closed in March 2000 and we raised gross proceeds in the amount of $35,000.  Pursuant to a registration statement on Form SB-2 that was declared effective on October 26, 2000, we sold 77,000 shares of our common stock, raising a total of $77,000 in gross proceeds. We discontinued our principal operations as of December 2002.





On September 13, 2007, we entered into a Stock Purchase Agreement (“SPA”) with Halter Financial Investments, L.P., a Texas limited partnership (“HFI”) pursuant to which we agreed to sell to HFI, 1,005,200 shares of our post reverse stock-split common stock for $400,000. After consummation of the transaction, HFI became the holder of 1,005,200 shares of our common stock, or 87.5% of the 1,148,826 shares of our then outstanding common stock. In addition, the terms of the SPA required us to declare and pay a special cash dividend of $0.364 per post stock-split share to our shareholders of record as of September 12, 2007. Stockholders holding a total of 1,077,000 shares received a special cash dividend in the total amount of $392,028 which amount was funded with proceeds from the stock sale.
Effective on September 25, 2007, we effectuated a 7.5 to 1 reverse stock split and increased our authorized shares of common stock to 100,000,000.




Acquisition of Ocean Technology and Related Financing





On November 17, 2007, we completed a reverse acquisition transaction with Ocean Technology through a share exchange with Ocean Technology’s former stockholders. Pursuant to the share exchange agreement, the shareholders of Ocean Technology exchanged 100% of their outstanding capital stock in Ocean Technology for approximately 15,624,034 shares of our common stock, or approximately 93.15% shares of our outstanding common stock after the share exchange. In connection with the share exchange, a majority of our shareholders of record as of November 16, 2007 approved a resolution by our Board of Directors to change our name from New Paradigm Productions, Inc. to China Marine Food Group Limited. The name change became effective on January 9, 2008 upon the filing of a Certificate of Amendment to our Amended
Articles of Incorporation with the State of Nevada on the twentieth day following the mailing of a Definitive Information Statement to our shareholders. Concurrently with the closing of the reverse acquisition on November 17, 2007, we completed a private placement of our securities to certain accredited investors who subscribed for units consisting one share of common stock and a warrant to purchase one-fifth of one share of our common stock. The investors subscribed for aggregate of 6,199,441 shares of our common stock and warrants to purchase an aggregate of 1,239,888 shares of our common stock at $3.214 per unit. The units were offered and sold pursuant to from registration under the Securities Act, including without limitation, Regulation D and Regulation S promulgated under the Securities Act. Each warrant issued to the investors has a term of three years and is exercisable at any time for a price equal to $4.1782 in cash or on a cashless exercise basis.





In connection with the private placement, our principal stockholder, Pengfei Liu, entered into a make good agreement pursuant to which Mr. Liu agreed, subject to certain conditions discussed below, to place into an escrow account, 6,199,441 shares of common stock of the Company he beneficially owns. If we had not generated net income of $10.549 million for the fiscal year ending December 31, 2008, up to 50% of the shares held in escrow would have been transferred to the private placement investors. If we did not generate net income of $14.268 million for the fiscal year ending December 31, 2009, the remaining shares held in escrow would have been  transferred to the private placement investors, on a pro rata basis.  Since the net income for 2008 and 2009 met the minimum net income thresholds, no
transfer of the escrowed shares was made to the private placement investors.





For accounting purposes, the share exchange transaction was treated as a reverse acquisition with Ocean Technology as the acquirer and China Marine Food Group Limited as the acquired party. When we refer herein to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Ocean Technology on a consolidated basis unless the context suggests otherwise.





On January 25, 2010, we sold an aggregate of 4,615,388 shares of common stock for an aggregate purchase price of $30,000,022 at a price of $6.50 per share pursuant to a shelf registration statement on Form S-3.





Background History of Ocean Technology





Prior to the establishment of Mingxiang, Pengfei Liu, our founder, Executive Chairman and CEO of our Company, was engaged in the trading of marine catch from 1983 to 1994. He bought marine catch from local suppliers and sold them to seafood traders in other regions such as Zhejiang Province.





In March 1994, Mr. Liu, through his company Shishi City Xiangzhi Dabao Seafood Processing Factory, entered into a joint venture with Zhoushan Fishery Processing Factory to establish Mingxiang, to engage in the processing and sale of seafood products. Mingxiang established its place of business close to Xiangzhi (Shishi) Port, which is one of the largest fishing ports in the Fujian Province, occupying premises with a land area of about 3,300 sq. m. Mingxiang then commenced business as a small enterprise processing and supplying roasted file fish to customers in Fujian and Zhejiang Provinces.




5




Our business grew steadily between 1994 and 1997. In 1997, to protect the goodwill that had been built up for our products sold under our “Mingxiang (明祥)” brand, we registered the “Mingxiang” brand in the PRC as a trademark. The trademark covers marine food products such as dried fish slices, roasted shelled prawns and shredded squid.





In 1998, we added shredded roasted squid to our range of products and expanded our production facilities to occupy a land area of about 8,000 sq. m. At that time, we employed about 40 employees. We also commenced the construction of cold storage facilities occupying a land area of about 2,000 sq. m. and with a storage capacity of 1,000 tons.





In 1999, we completed the construction of our cold storage facilities. The new cold storage facilities increased the shelf-life of and enabled the prolonged storage of the raw materials, works-in-progress and finished products of our processed seafood products. With the cold storage facilities, we became less susceptible to seasonal fluctuations in market demand and supply of raw materials and products. This significantly increased our processed seafood production capacity.





In 2000, we expanded our product range to include roasted prawns. We also acquired an additional land of about 7,300 sq. m. at our business premises to build additional production facilities as well as office and staff dormitory facilities.





Through a series of equity transfers agreements from 1996, Mr. Liu and his spouse Yazuo Qiu acquired full control of Mingxiang in 2001. With the change in shareholders’ control and the expanded scope of business to include export activities, we obtained a new business license for Mingxiang on April 9, 2001. In the same year, we obtained an import-export license from the Fujian Province International Trade Cooperation Bureau. We believe we were one of the first domestic companies in the processed seafood industry in Quanzhou City, Fujian Province to obtain this license. This was a significant milestone in our history as the license allowed us to export these products to foreign markets. In the same year, we commenced the export of our processed seafood products to Japan.





We also established Jixiang in 2001. Jixiang is our property-holding company, and owns the building ownership rights to all our properties save for two properties which are owned by Mingxiang.





All our land use rights and properties, including production plant, cold storage facility, office tower and staff dormitory, are managed by these two property holding companies, Mingxiang and Jixiang.  The operations of these two property holding companies are solely property management. All rental income, which is relatively immaterial comparing to our principal revenues from sale of processed seafood products, beverage products and trading of marine catch, is recognized as "Other Income" in our financial statements. In particular, Mingxiang is responsible for the rental income related to the collection on the 31 shop spaces at our factory in Dabao Industrial Zone. The rental contracts are based on 1-year lease term. Whereas another subsidiary, Xianglin, is a dormant company.





In 2002, our “Mingxiang” brand was recognized as a “Fujian Province Famous Brand”. In June of the same year, we commenced our marine catch business, through the chartering of two fishing vessels with an aggregate net tonnage of 44 tons.





In 2003, we commenced the export of our dried processed seafood products to the Russian market. In May 2004, Ocean Technology, a company incorporated in Hong Kong and wholly-owned by Mr. Liu, established Rixiang, a limited liability company with a registered capital of US$1,000,000. Rixiang carried on the main businesses of processing and storage of marine food and marine catch. Since January 2005, Rixiang has been the operating subsidiary of our Company.





In 2003, we also completed the construction of additional cold storage facilities. The new cold storage facilities increased our cold storage capacity from 1,000 tons to 2,020 tons.





We also started selling frozen processed seafood products, which include frozen whole squids and fishes in 2003. Since then, our frozen processed seafood product range has expanded to include readily consumable products, including squid rings and slices and octopus cuts and slices.





In 2003 and 2004, the processing of our frozen seafood products involved only basic processing such as cleaning, washing, sorting and packing. From 2005, our frozen processed seafood products processes shifted to more advanced processing as we observed a growing market in processed seafood products such as squid slice, octopus cuts, octopus slices and squid rings.





In April 2006, our subsidiary Rixiang entered into a memorandum of understanding for research and development collaboration with the Ocean University of China in order to further develop our product development capabilities.





In November 2009, Mingxiang won the auction for the purchase of the 40-year use right of a land in Shishi City, Fujian.  Covering an area of 8,691.4 sq. m., the land is located next to the fishing port and the Company’s processing facilities in Shishi City. We plan to build cold storage facilities on the land with a capacity of approximately 20,000 tons. We intend to complete the construction in the second half of 2011.  See “Description of Business - Production Facilities and Process.”





In November 2009, Mingxiang entered into a Credit or Share Purchase Option Agreement (the “Option Agreement”) with Qiu Shang Jing, the former sole shareholder of Xianghe. Under the Option Agreement, Mingxiang loaned Xianghe RMB180,500,000 (approximately $26,400,000). In consideration for the loan, Mingxiang received the option to buy shares from Mr. Qiu representing eighty percent (80%) of Xianghe. The purchase price payable to Mr. Qiu consisted of RMB9,500,000 (approximately $1,400,000) payable by Mingxiang and RMB180,500,000 (approximately $26,400,000) payable by Xianghe. On January 1, 2010, Mingxiang exercised its option to acquire eighty percent (80%) of the registered capital stock of Xianghe.  Xianghe began operations in June 2009.





We have grown from a domestic market-oriented seafood enterprise with over 80 employees in 2003 into a medium-sized nationwide seafood enterprise with advanced processing facilities and equipment. As of December 31, 2010, we had 972 employees. Our employees currently include 10 research and development staff.




6




OUR PRINCIPAL PRODUCTS AND THE MARKET





We are a seafood producer engaged in the processing, distribution and sale of processed seafood products under our “Mingxiang” brand, as well as the sale of marine catch. In 2010, we also became a manufacturer of algae-based soft drinks through our acquisition of Xianghe.





Our business philosophy may be summarized in the following phrase:





“To achieve benefits through innovation, and to develop new markets through branding”




Our branded “Hi-Power” algae-based soft beverage product was developed by the Yellow Sea Fisheries Research Institute Chinese Academy of Fishery Science in coordination with Xianghe’s founder, Qiu Shang Jing. Hi-Power beverage is marketed as a high-protein drink, low in calories and fat. Our target market focuses on middle class health-conscious consumers in China’s fast-growing beverage market. We have developed a network of exclusive distributors in Fujian province in China, which sell our Hi-Power beverage product to retail food stores, restaurant food supply dealer and hospitality industry in their respective distribution territories. The algae-based beverage products are sold to 6 exclusive distributors and in turn sub-distributed to about 13,000 retail points in Fujian Province. We
intend to expand distribution of the Hi-Power soft drinks to other parts of the PRC in 2011.





Our objective is to establish ourselves as a leading producer of processed seafood and algae-based soft drink products in the PRC and overseas markets.





Processed Seafood Products





Using a combination of Japanese traditional seafood processing methods and modern scientific seafood processing techniques as of December 31, 2010, our product development efforts have yielded 29 processed seafood products comprising dried seafood products such as roasted squid, roasted file fish, roasted prawns, shredded roasted squid, barbecued squid, sliced barbecued squid, sliced roasted octopus, spicy sliced octopus, spicy baby squid, spicy sliced squid and spicy squid head as well as frozen processed seafood products. Our frozen processed seafood products include frozen Japanese butter fish, frozen octopus and frozen squid rings. Our production facilities are located at Dabao Industrial Zone, Xiangzhi Town, Shishi City, Fujian Province, occupying a total land area of 17,600 sq. m. This includes cold storage
facilities with a total storage capacity of 2,020 tons. We have four production lines for the processing of our roasted file fish, roasted prawns, shredded roasted squid and roasted squid and one production line for frozen processed seafood products.





We have established sales networks in various large and medium sized cities in the PRC and our export markets, such as Japan, Philippines and Papua New Guinea. Although we didn’t have significant export sales since 2009, we may have opportunities to trade with overseas customers in the future. We believe our products are sold by some of our distributors to end-consumers in South Korea and Taiwan. Our dried processed seafood products are mainly sold in supermarkets in Fujian and Zhejiang Provinces and theirsurrounding areas, and through our sales network through 18 distributors, each of whom have its own sales network and are authorized by us to distribute our products exclusively in a specific vicinity.





Our sales to domestic and foreign markets for the fiscal years ended December 31, 2010, 2009 and 2008 are set out below:





Dried Processed Seafood Products





Year Ended December 31,2010


2009


2008(%)


(%)


(%)PRC sales


100.0



100.0



99.2Export sales (1)


0.0



0.0



0.8





Notes:


(1)
The decrease in export sales was mainly due to our increased marketing efforts in the PRC, which resulted in higher domestic sales.




7




Frozen Processed Seafood Products


Year Ended December 31,2010


2009


2008(%)


(%)


(%)PRC sales (1)

0.0


0.0


48.9Export sales (2)

0.0


0.0


51.1





Notes:


(1) These comprise sales to local distributors made on an ad hoc basis.


(2) These comprise sales to foreign distributors.





Our dried processed seafood products are predominantly sold under our registered trademark, the “Mingxiang” brand.





We discontinued sales of frozen processed seafood products in 2009 because management decided to focus on domestic sales of our products and the demand for the frozen processed seafood products was primarily from overseas. We maintain our production line for frozen processed seafood products and may sell the products again in the future.





With respect to preparation of our products, a portion of our frozen processed seafood products are consumed directly by end-consumers with little or no additional processing. All our dried and frozen processed seafood products are manufactured free of preservatives. We use ingredients such as sugar, salt and spices in the production of our dried processed seafood products. The raw materials for our processed seafood products are obtained through fresh marine catch and not from seafood breeding farms.





We have obtained the “Green Food” awards in respect of our roasted file fish, frozen fish, roasted king prawns and shredded squid. We are committed to the highest standards of quality control in the production of our processed seafood products, as evidenced by our ISO9001, ISO14001, HACCP certification and the EU export registration.





Our credit-worthiness, quality and processed seafood products have received considerable acknowledgement and favorable feedback from the public. Please refer to the section “Awards and Certification” for further details of the awards and certifications that we have received.





Our products are exported to many countries including Japan, Philippines and Papua New Guinea. Although we didn’t have significant export sales since 2009, we may have opportunities to trade with overseas customers in the future. We are a State-designated base for quality assurance testing of marine products. Please see the section “Quality Assurance” for more details.





Marine Catch




Starting from 2008, we did not charter any fishing vessels nor harvest the marine catch ourselves. Instead, we buy the marine catch from the suppliers and then sell to the customers on a direct basis. The marine catch is predominantly sold to distributors in Fujian, Shandong and Liaoning provinces, some of whom directly export the marine catch to South Korea and Taiwan.





Our Products





Our products can be divided into three main categories, namely (1) processed seafood products; (2) marine catch; and (3) “Hi-Power” algae-based beverage product. The production of the processed seafood products, marine catch and algae-based beverage products are either undertaken by our subsidiaries, Rixiang or Mingxiang.





The following table sets out some of our main products, as well as the main markets in which they are sold:




8




Processed Seafood

Products

Products / Species

Main Markets

Markets in the PRC

Foreign Markets(a) Dried processed seafood products

Roasted file fish, shredded roasted squid, roasted squid, roasted prawn, barbecued squid, sliced barbecued squid, sliced roasted octopus, spicy sliced octopus, spicy baby squid, spicy sliced squid, spicy squid head

Zhejiang Province

Fujian Province

Shandong Province

Greater Shanghai Region

Guangdong Province

Sichuan Province

Liaoning Province

Japan in 2008(b) Frozen processed seafood products

Cuttlefish, octopus, pomfret, shelled prawns, sliced squid

Shandong Province (for sale in South Korea)



Fujian Province (for sale in Taiwan)

Philippines and Papua New Guinea in 2008Marine Catch

Cuttlefish (Sepia esculenta), hairtail fish (Trichiurus japonicus), Japanese butter fish (Psenepis Anomala), squid (Loligo bleekeri), horse mackerel

Fujian Province



Shandong Province



Lianoing Province

Philippines and Papua New Guinea“Hi-Power” Algae-Based Beverage Product



Fujian Province

Nil





Processed Seafood Products





We purchase fresh seafood, the primary ingredient from which our dried and frozen processed seafood products are manufactured, from fishermen and traders. Our raw materials are stored in cold storage facilities located at our production facilities. The production processes of our dried and frozen processed seafood products are described in further detail under the section “Production Facilities and Process”.





Dried Processed Seafood Products





Roasted file fish
Roasted squid
Roasted prawn





The main dried processed seafood products manufactured by us are roasted file fish, shredded roasted squid, roasted squid and roasted prawn.





The ingredients used in the production of our dried processed seafood products are fresh seafood (such as fish, prawns and cuttlefish), natural flavoring, sugar, salt and spices.





Frozen Processed Seafood Products





Octopus
Shelled prawns
Sliced squid




9




Our frozen processed seafood products comprise cuttlefish, octopus, pomfret, shelled prawns and sliced squid. Some of our frozen seafood products (such as cuttlefish and squid) are packaged and can be consumed without additional processing. Our other frozen processed seafood products are intermediate products sold to our customers for further processing before sale to the end-consumer. Our frozen processed seafood products are mainly exported to Japan and South Korea directly or through our customers.





Marine Catch





The principal species of marine catch harvested in the East China Sea and Taiwan Strait and sold by our Company are as follows:





Cuttlefish (Sepia esculenta)Cuttlefish is commonly found in the East China Sea and the Taiwan Strait. Cuttlefish is often processed and sold as fresh sushi and snacks.Hairtail Fish (Trichiurus japonicus)Hairtail fish, usually found in the East China Sea and the Taiwan Strait, is one of the best-selling marine catch in the PRC. It is a regular dish for home working and fine-dining restaurantsJapanese Butter Fish (Psenepis Anomala)Japanese butter fish is usually found in the East China Sea and the Taiwan Strait between September and November every year.Squid (Loligo bleekeri)Squids are commonly found in the seas of the Taiwan Strait. Squid contains many nutrients such as proteins, fats, carbohydrate, calcium and phosphorus. Its fine taste and springy texture makes the squid a popular food with consumers.“Hi-Power” Algae-Based Beverage Product“Hi Power” drink is high in protein and low in calories and fat.




10




Production Facilities and Process





The production of our dried and frozen processed seafood products is carried out at our production facilities in Dabao Industrial Zone, Xiangzhi Town, Shishi City, Fujian Province. At December 31, 2010, we own four production lines for the manufacture of dried processed seafood products and one production line for the manufacture of frozen processed seafood products. After the upgrade of our production facilities in 2009, the maximum annual production capacities of our production lines increased to about 19,000 tons of dried processed seafood products and 1,000 tons of frozen processed seafood products. The construction of our new facilities was completed and commenced full operation by the third quarter end of 2009. We also own cold storage facilities with cold storage capacity of 2,020 tons.





On November 6, 2009, Mingxiang won the auction for the purchase of the 40-year use right of a land in Shishi City, Fujian. Covering an area of 8,691.4 sq. m., the land is located next to the fishing port and our processing facilities in Shishi City. The fishing port in Shishi is one of the five largest fishing ports in the PRC. The purchase price for the land use right is RMB 15.55 million ($2.28 million). We are building cold storage facilities on the land with a capacity of approximately 20,000 tons, to take advantage of its proximity to the port where we obtain fresh seafood catch to be processed into seafood products. We are financing the total estimated $20 million in land use right and construction costs from funds generated by operations and expect to complete the construction in the second half of
2011.





We place great emphasis on quality assurance at every stage of our production process and have clearly defined procedures to manufacture products of consistently high quality. Please refer to the section “Quality Assurance” for more details.





Dried Processed Seafood Products





The key stages of our production process for our dried processed seafood products are as follows:











1.
Receiving and storing raw and packaging materials. All raw materials undergo visual inspection to ensure freshness and firmness before they are accepted and stored. Inspection is carried out by way of random sampling.





Samples are taken from each batch of raw materials and sent to the quality control department where physical (e.g. visual inspection), chemical and micro-organism tests are conducted. Raw materials which do not adhere to our requirements are rejected.





Our other ingredients such as salt, sugar and spices are sourced from suppliers within the PRC. They are stored in warehouses or temperature-controlled facilities after inspection and approval.





Our packaging materials are kept in a warehouse after they have been inspected and approved.




11




2.
Ice-packing. To maintain the freshness of our raw materials, a portion of the raw materials is packed in ice and transported directly to our production facilities for processing, whereas the remaining raw materials are packed in ice and transported to our cold storage facilities for storage at minus two to two degrees Celsius for no longer than 24 hours, upon which they must be delivered to the production facilities for processing.





3.
Cleaning. At the production facilities, the raw materials are cleaned by removing unwanted portions such as heads, innards and shells.





4.
Slicing. The raw materials are then sliced on stainless steel tables.





5.
Washing and draining. The raw materials are then sent to the washing pool for washing so as to remove oil, blood stains, remnant innards and other stains. After washing, the raw materials are drained to remove excess water content.





6.
Marinating and adding flavoring. Other ingredients such as salt, sugar and spices are then added in the required amounts according to our recipes, left to marinate for a set period and mixed at stipulated intervals.





7.
Steam-drying / Roasting. The raw materials are arranged on wire mesh trays, which are stacked in trolleys and rolled into a heating machine. Roasting takes place under controlled temperatures via a roasting conveyor belt, where moisture levels are monitored. Depending on the product, we will slice or shred the raw materials after roasting.





8.
Weighing, packaging and metal detection. The dried processed seafood products are then packed into their respective packaging materials and sealed. After a calibrated metal detector to ensure that the products do not contain any traces of metal particles. Metal contamination might have been inherent in the raw materials or caused by production process of which some stages are automated.





9.
Packing and delivery. The packets of dried processed seafood products are then packed into boxes, which are then stored in our warehouse. Our products are delivered to customers on a “first in, first out” basis.





Frozen Processed Seafood Products





Part of the production of our frozen processed seafood products is carried out in a sterile sealed production unit. The key stages of our production process for our frozen processed seafood products are as follows:










12




1.
Receiving and storing raw materials. As with our dried processed seafood products, all the raw materials for our frozen processed seafood products undergo inspection and approval before they are accepted and stored. Inspection is carried out by way of random sampling. Samples are taken from each batch of raw materials and sent to the quality control department where physical (e.g. visual inspection), chemical and micro-organism tests are conducted. Raw materials which do not adhere to our requirements are rejected.





Packaging materials are kept in a warehouse after they have been inspected and approved.





2.
Ice-packing. To maintain the freshness of our raw materials, a portion of the raw materials is packed in ice and transported directly to our production facilities for processing, whereas the remaining raw materials are packed in ice and transported to our cold storage facilities for storage at minus two to two degrees Celsius for no longer than 24 hours, upon which they must be delivered to the production facilities for processing. These raw materials are removed from cold storage only immediately prior to processing.





3.
Cleaning and washing. At the production facilities, the raw materials are cleaned by removing unwanted portions such as heads, innards and shells.





4.
Selection. The raw materials are selected based on weight for further processing.





5.
Slicing and shaping. The raw materials are then cut into slices and trimmed in order to attain the desired dimensions.





6.
Cleaning and sterilizing. The raw materials then undergo further cleaning and sterilizing in order to remove bacteria.





7.
Grooving. Where necessary for some of our sliced products, grooves are made on the slices. The grooves enable better absorption of condiments during consumption.





8.
Arranging and packaging. The slices are then placed in neat arrangements in designated packs.





9.
Quick freezing. The slices are then sent for quick freezing to a temperature of minus thirty-five degrees Celsius.





10.
Metal detection. The products are then passed through a metal detector to ensure they do not contain any metal particles.





11.
Packing and delivery. The products are then packed and sealed. All the packaged products are then stored immediately in our cold storage facilities, where they are delivered in a “first in, first out” basis. Our products are transported in refrigerated containers which must comply with required standards of cleanliness and hygiene. Delivery is provided by a third-party logistics company using refrigeration containers at below minus 18 degrees Celsius.





“Hi-Power” Algae-Based Beverage Product





The “Hi-Power” beverage products are produced for us by two manufacturers.  The key stages of our production process for our “Hi-Power” algae-based beverage products are as follows:




13










1.
Procurement of raw materials. Choose and buy natural algaes as raw materials from unpolluted sea areas.





Samples are taken from each batch of raw materials by way of random sampling and sent to the quality control department where physical (e.g. visual inspection), chemical and micro-organism tests are conducted. Raw materials which cannot meet our requirements are rejected.





2.
Cleaning. The algaes are cleaned to remove sediment and impurities.





3.
Stewing. The algaes are stewed in water at ratio of 30:70 at 80°C for 3 to 5 hours.





4.
Enzymolysis. Adding a certain amount of enzyme into stewed algae juice for enzymolysis at 50-60°C for 1 to 2 hours.





5.
Filtration and decolorization. After enzymolysis, the stewed algae juice will go through a process of filtration in the ultrafiltration machine. The filtered algae juice will become clear, transparent and free from impurities. The transparent algae juice will then be pumped into the resin tank for process of decolorization.





6.
Blending. The processed algae juice should be blended with the extract of honeysuckle, bamboo leaves, licorice and other auxiliary materials in accordance with a pre-defined formula.





7.
Heating and homogenizing. Using the tubular heater to heat the blended algae juice at 80-90°C for 5-10 seconds and then put it into the homogenizer at 20Mpa.





8.
Filtration. Put the drinks into 1μ filter for filtration.





9.
Canning. Washing the can, before canning and sealing by using the automated canning machine.





10.
Sterilization. Sterilizing the canned drinks with a sterilizing pot. Temperature should be controlled at 125°C for 15 minutes.





11.
Cooling. Cooling the drinks by using the spray cooling method at 30-40°C. Tune the production date and shelf life. Regular check on coding and ensure the accuracy of coding position. Packaging should refer to the specification of daily order requests.





12.
Delivery. The drinks can be sold and delivered.




14




Awards and Certifications





As testimony to the quality of our products, our credit worthiness in the PRC business community as well as our management capabilities, we have received several awards and certification in 2010, as listed below:





Year

Subsidiary

Award

Period

Awarding Body

SignificanceMay 17, 2010

Mingxiang

Green Food - roasted file fish

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chainMay 17, 2010

Mingxiang

Green Food - dried shredded squid

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chain




15




May 17, 2010

Mingxiang

Green Food - frozen fish

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chainMay 17, 2010

Mingxiang

Green Food - roasted king prawn

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chainMay 17, 2010

Rixiang

Green Food – roasted file fish

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chainMay 17, 2010

Rixiang

Green Food - dried shredded squid

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chainMay 17, 2010

Rixiang

Green Food – roasted yellow croaker

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chainMay 17, 2010

Rixiang

Green Food - roasted prawn

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chainMay 17, 2010

Rixiang

Green Food - roasted shredded squid

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chainMay 17, 2010

Rixiang

Green Food – roasted fish bones

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chainMay 17, 2010

Rixiang

Green Food - roasted squid

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chainMay 17, 2010

Rixiang

Green Food - squid slices

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chain




16




May 17, 2010

Rixiang

Green Food - roasted searobin fillet

May 2010 - May 2013

China Green Food Development Centre

Recognition of environmental awareness, non-pollution in our production chainJanuary 2004

Mingxiang

Civilized and Creditworthy Enterprise

2002 -2003

Shishi City Government Civilization Bureau, Shishi City Economic Bureau, Shishi National Tax Bureau, Shishi District Tax Bureau

Recognition of our regard for integrity in our operations, our creditworthiness and contribution to the economyJanuary 2004

Mingxiang

Quanzhou Agricultural Industrialization Leading Enterprise

January 2004 - December 2006

Quanzhou Department of Agriculture, Quanzhou Finance Bureau

Recognition of our efforts and contribution in the development of processed agricultural productsSeptember 2008

Mingxiang

Key Leading Enterprise (Province level)

2008 - 2009

Fujian Province Agriculture Industrialization Leading Group

Recognition of our efforts and contribution in the development of processed agricultural productsDecember 2006

Mingxiang

A-Grade Tax Payer Credit Enterprise

2004 - 2005

Quanzhou National Tax Bureau, Quanzhou District Tax Bureau

Recognition of our tax creditworthinessDecember 2004

Mingxiang

National Foodstuff Industry Excellent Leading Enterprise

2003 - 2004

China Foodstuff Industry Association

Recognition of quality of our productsMay 2008

Mingxiang

2008 “AAA” bank-rated Creditworthy Enterprise

Valid until April 30, 2009

China Agricultural Bank, Fujian Branch

Recognition of the quality of our enterprise, economic standing, operational efficiency and potential for growthSeptember 2008

Mingxiang

Fujian Province Famous Brand

Valid for 3 years

Fujian Province Branded Products Authentication Committee

Recognition of our brand and our branding efforts





DISTRIBUTION





PROCESSED SEAFOOD PRODUCTS





Sales and Marketing





Our sales and marketing team comprises 52 employees, headed by our Executive Chairman, Director and CEO Mr. Pengfei Liu. The team is responsible for monitoring domestic sales, which includes co-coordinating orders from customers as well as distributing our products to the customers.





Distribution Network





We have established a wide distribution network which allows us to maintain our competitiveness in the industry. Our products are exported to various countries, including Japan, Philippines and Papua New Guinea. We believe our products are sold by some of our distributors to end-consumers in South Korea and Taiwan.




17




As of December 31, 2010, we have 18 distributors in seven provinces in the PRC, namely Fujian, Guangdong, Jiangsu, Shandong, Zhejiang, Sichuan and Liaoning, as follows:





Province

No. of DistributorsFujian

6Guangdong

1Jiangsu

1Shandong

2Zhejiang

6Liaoning

1Sichuan

1Total

18





These distributors in turn sub-distribute our dried processed seafood products to about 3,200 retail points (including major supermarkets and retailers such as Wal-Mart and Carrefour) throughout these provinces.





One of our main considerations when appointing distributors is the purchasing and consumer spending power in the particular region in which we intend to distribute our products.





Before we appoint new distributors or extend the distribution arrangement with existing distributors to distribute our products in a particular region or country, the potential distributor or existing distributor is subject to our stringent selection or review process. We will only appoint distributors who are able to meet our requirements such as sales target.





We select each distributor based on four criteria:





a.
Strong Financial Background. We require the distributor to provide us with its most recent audited financial statements so we may verify whether its financial status is strong and healthy. We further require the distributor to settle the bills in cash, without offering any credit terms, in the first year of doing business with us.





b.
Strong Distribution Network. The distributor should have a strong, well-established marketing and distribution network in the corresponding region.





c.
Good Reputation and Track Record. We only select those distributors with good reputations in the industry in regard to their business background, marketing experience and distribution network. In particular, the distributor should have a track record in developing and maintaining the brand images of the products it distributes.





d.
Marketing Strategy. We require the distributor to implement our overall marketing strategy for our products and to supplement it by designing its own marketing plans specifically for the respective region. The distributor should be able to assist us in building our brand image and achieving a significant market share in a said period of time.





We appoint different distributors for different products in different regions in the PRC and in various overseas markets.





We usually appoint one exclusive distributor to cover a specific county, district, city or province. Under the distributorship agreements, our distributors are obliged to price and sell our products in accordance with the indicative prices which we provide, and are not permitted to arbitrarily adjust the sale price of the products except in accordance with product promotions. The distributors must also duly carry out market operation activities and promotional methods which are jointly developed with us, and to bear the costs of its own advertisements and marketing activities. The distributorship agreements also contain provisions for the protection of our intellectual property rights.





In addition to selling products under our brands, we have also begun to distribute products under private labels. In September 2009, we reached agreement with a Hong Kong based confectionary store chain which used our seafood snack foods exclusively for a private label program for the chain’s store roll-out in China in 2009 and 2010.





For our export sales, we sell our products through sales agents or traders in the PRC or directly to distributors in the overseas market. As there are great growth potential and attractive profit margins in the PRC, we increased marketing efforts in the PRC, which resulted in higher domestic sales and decrease in export sales.





Our sales and marketing team is also responsible for marketing our products within the PRC. The team contacts and visits our customers regularly to obtain feedback and suggestions on our products, and to foster and build our relationships with them. We normally sign distributorship agreements with a one-year term. Our agreements stipulate the price range in which the distributors may sell our products and also stipulate sales targets which our distributors have to achieve before the agreements are renewed.





We advertise our products regularly in supermarket brochures, and outdoor billboards. We also participate in exhibitions in the PRC such as the China Export Trade Fair and the China Seafood Exposition, as well as overseas exhibitions such as those in South Korea, Japan and Boston, USA.




18




“HI-POWER” ALGAE-BASED BEVERAGE PRODUCTS





Sales and Marketing





Our sales and marketing team comprises 151 employees, headed by our Executive Chairman, Director and CEO Mr. Pengfei Liu. The team is responsible for developing and implementing the Company’s overall development and promotional strategy for our algae-based beverage products, which includes co-coordinating orders from customers as well as distributing our products to the customers.





Distribution Network





Xianghe has developed a network of distributors with exclusive territories in Fujian province, which sell Hi-Power to retail food stores, restaurant food supply dealers and the hospitality industry.








NEW PRODUCTS





Peptide and Protein Products





On April 28, 2006, our subsidiary Rixiang entered into a memorandum of understanding for collaboration with the Ocean University of China’s Food Sciences and Engineering Institute for the development of: (1) bioactive peptide products from leftovers of aquatic processed products; and (2) collagen protein and collagen peptide protein products from fish skin. For details, please see “Research and Development”.





COMPETITION





We operate in a competitive environment and we expect to face more intense competition from our existing competitors and new market entrants in the future. We believe that the principal competitive factors in our industry include,inter alia , brand awareness, product range and quality, customer and supplier relationships, cost and quality of raw materials, technical expertise in production and pricing. Of these factors, we believe that product quality is the most important.





To the best of our knowledge, our principal competitors within the PRC are the following major seafood product manufacturers in the PRC:





Business

Principal CompetitorsDried and Frozen Processed Seafood Products

(1)  China Aquatic Zhoushan Marine Fisheries Corporation; and

(2)  Liaoning Dalian Seafood Industry Group Co., Ltd.



Both in terms of their size and operations.Marine Catch Products

(1) Fujian Seafood Industry Co., Ltd; and

(2) Fujian Huayang Aquatic Products Group Co., Ltd.



Both in terms of their geographical proximity to our customer base.“Hi-Power” Algae-Based Beverage Product

No direct competitor.





There may be companies based in other countries which offer a similar product range as we do but which currently operate in different markets from us. In the future, we may face competition from these companies as we expand into their markets andvice versa.





Competitive Strengths





We believe that our competitive strengths are as follows:





1.
We have a wide distribution network





We have established a wide distribution network which allows us to maintain our competitiveness in the industry. We have 18 exclusive distributors in seven provinces in the PRC such as Fujian, Guangdong, Jiangsu, Shandong, Zhejiang, Sichuan and Liaoning. These distributors in turn sub-distribute our dried processed seafood products to about 3,200 retail points (including major supermarkets and retailers such as Wal-Mart and Carrefour) throughout these provinces. We also have a strong overseas customer base in various countries including Japan, Philippines and Papua New Guinea.





Besides, Xianghe has developed a network of distributors with exclusive territories in Fujian province which sell Hi-Power to retail food stores, restaurants food supply dealers and the hospitality industry.





Please refer to the section “Major Customers” for further details.




19




2.
We have an established brand name and track record





We have been involved in the production of processed seafood products since commencing our operations in 1994. Our “Mingxiang” brand has been conferred the “Famous Brand” award. In addition, we have also obtained the “Green Food” award in respect of our roasted file fish, shredded roasted squid, roasted king prawn and frozen fish products. This attests to the established standing of our “Mingxiang” brand and the high quality of our products. We have also received several other awards and accreditations as described in the section “Awards and Certifications”. We believe such accolades attest to our established reputation in the industry.





We also believe that our established track record in the processed seafood industry instills confidence in our products and attracts new customers from domestic and overseas markets. Our stable customer base and large distributor network in Fujian and Zhejiang provinces have enabled our Company to introduce new products into these markets in a shorter time and gain quicker market acceptance and recognition.




3.
We develop high quality products





We use fresh seafood as the primary ingredient for our processed seafood products. Our superior recipes and production know-how enable us to develop and produce products with high-quality taste and texture and which are well-received by end-consumers.





We have been awarded HACCP certification and have obtained the EU export registration, which enable us to export our products to the US and the EU, respectively. In addition, our products, namely our roasted file fish, shredded roasted squid, roasted squid, roasted prawn and frozen fish have been certified as “Green Food”, a recognition that the production of our products is carried out under certain sanitary conditions with limited use of chemical additives. We believe we are one of the first companies in the seafood industry in Fujian Province to be awarded this certification, which is a further testament to the quality of our products.





4.
We have a strong leadership as well as a dedicated and experienced management and procurement team





Our Company is led by our Executive Chairman and CEO, Pengfei Liu, who has more than 30 years of experience in the seafood industry. Mr. Liu’s drive and passion have been instrumental in our success to-date. He has conceptualized and implemented our strategies in the past and successfully led us in our transition from a small and local seafood enterprise to a nationwide seafood enterprise with advanced seafood processing facilities.





Mr. Liu is ably supported by a team of experienced managers, most of whom have an average of five to ten years’ experience in their respective fields. These personnel support our Executive Chairman and CEO in charting and managing our growth. We believe the members of our procurement team have a strong grasp and good understanding of industry trends, market cycles and seasonal factors, and have the ability to discern and procure high-quality seafood at reasonable prices.





The management team receives regular training in the course of our Company obtaining and renewing our ISO and HACCP qualifications. The training, which is conducted over 10 to 15 days every year, involves process management, quality control, sanitary and hygiene operating procedures and standards. We believe that such training raises our competence and environmental / sanitary awareness, and places us in an advantageous position compared to other operators in the seafood industry who do not undergo such training.





Besides, Hi-Power was developed by the Yellow Sea Fisheries Research Institute Chinese Academy of Fishery Sciences in coordination with the founder, Qiu Shang Jing, who had been engaged in the natural algae industry for over 10 years time and he had a profound expertise on algae products prior to his sale of Xianghe to us.  We combined  Xianghe’s experienced management team and other employees with additional managers after the acquisition.





5.
We have established strong relationships with our customers / distributors





We have maintained close working relationships with our customers who are reputable distributors of processed seafood products. Our relationships with some of our PRC customers and distributors have been established for more than ten years. In particular, we have enjoyed good relationships with, among others, Qingdao Haizhan Seafood Co., Ltd. (“Qingdao Haizhan”), Wenzhou Rixin Foodstuff Co., Ltd. (“Wenzhou Rixin”), and Zhejiang Ruian Laodu Seafood Wholesale Proprietor (“Zhejiang Ruian Laodu”), for an average of approximately 8 years.





Qingdao Haizhan is in the business of distributing dried and frozen seafood products. To the best of our knowledge, Qingdao Haizhan has a distribution network of over 1,100 retailers and a sales workforce of about 73 people.





Wenzhou Rixin is a distributor of dried seafood in Wenzhou City, Zhejiang Province. To the best of our knowledge, Wenhou Rixin has a distribution network of about 1,100 retailers and a sales workforce of about 87 people.





Zhejiang Ruian Laodu is a large distributor of dried seafood in Ruian City, Zhejiang Province. To the best of our knowledge, Zhejiang Ruian Laodu has a distribution network of about 600 retailers and a sales workforce of about 63 people.





Regarding the percentage of sales represented by each party listed above; please refer to the section “Major Customers” for details.





We view our customers as long-term business partners who are important in the strategic growth of our operations and broadening the geographic reach of our products.




20




6.
We are strategically located





We are based in Fujian province which is situated in southeast China on the coast of the East China Sea. Fujian is one of the nine coastal provinces in the PRC and is a vital navigation hub between the East China Sea and the South China Sea. It is also rich in agricultural and marine resources.





Our main raw materials for our marine catch business come from the Taiwan Strait, which is also where we conduct our marine catch operations. The Taiwan Strait is rich in marine resources. Our business operations and production facilities are located at Shishi City, Fujian province, where Xiangzhi (Shishi) Port has been designated as one of the national-level fishing ports. It is the largest port in Fujian province and is one of the five largest fishing ports in the PRC in terms of supply of marine catch and tonnage of fishing vessels. Fujian province is rich in agricultural and marine resources, which enables our procurement of raw materials for our processed seafood business at low cost. We believe our strategic location gives us access to an abundant supply of fresh marine products and hence allows us to
manage our costs more effectively.





7.
We have strong research and development capabilities





We place strong emphasis on the quality of our products and on our ability to develop new products. To ensure that our products are well-received by our customers and consumers, we have carried out research and development to improve the taste, texture and packaging of our processed seafood products. Through our research and development efforts, we have developed new products and improved the quality of our existing products, which have been well-received by our customers and consumers. These products include our crispy fish-bone snacks, roasted squid and roasted prawns, spicy sliced octopus, spicy baby squid, spicy sliced squid and spicy squid head.





Our strong product development capabilities allow us to constantly introduce new products into the market and maintain consumer interest and loyalty in our “Mingxiang” brand products. We believe that our strategic collaboration with the Ocean University of China will further strengthen our research and development capabilities.





Besides, Hi-Power was developed by the Yellow Sea Fisheries Research Institute Chinese Academy of Fishery Sciences in coordination with the founder. We will leverage the strong research and development capabilities from the Yellow Sea Fisheries Research Institute Chinese Academy of Fishery Sciences together with the Ocean University of China on product development going forward.





8.
We are a designated National Marine Products Quality Assurance Testing Base





We have been designated as a quality assurance testing base by the National Marine Foods Quality Supervision Testing Centre and our testing base is the only assessment base in the southern provinces of the PRC. We test the hygiene and quality of ingredients and products according to industrial standards. Our testing base caters to seafood processing companies from Fujian, Guangdong, Guangxi and Zhejiang provinces, the PRC. We believe our role in quality assurance testing further strengthens our reputation as a producer of quality processed seafood products.





For the above reasons, we believe that we will be able to maintain our market position and competitive edge over our competitors.





MAJOR SUPPLIERS





The following table sets out our five major suppliers of raw materials for processed seafood products, marine catch and algae-based beverage products for the years ended December 31, 2010, 2009, and 2008:





As a Percentage of Our Purchases of Raw

Materials (%)Year Ended December 31,2010


2009


2008Shishi City Dongfan Seafood Products Trading Proprietor


20.6



9.3



-Shishi City Fugui Seafood Products Trading Proprietor


19.0



20.8



20.5Shishi City Tianwang Seafood Products Trading Proprietor


18.5



27.8



23.6Dalian Kangwei Trading Company Limited


13.3



14.4



-Jinjiang City Shenhu Town Hongyuan Seafood Products Trading Proprietor


10.3



18.0



17.0Dalian Xinghai Import & Export Co., Ltd.


-



-



17.9Shishi City Huali Seafood Products Trading Proprietor


-



-



11.8TOTAL


81.7



90.3



90.8




21




Trading in fresh fish and other seafood is mainly carried out by individual fishermen, who ply their trade in and around various fishing ports in Shishi City, Fujian province. The above major suppliers are fish and seafood traders in markets in and surrounding Shishi City, Fujian Province. We procure from these suppliers for fresh fish and other seafood, which are used as raw materials in the production of our processed seafood products. These suppliers also supply fresh fish and other seafood to other companies.





Though certain of our major suppliers accounted for more than 10% of our total purchases individually for the fiscal year ended December 31, 2010, we believe we are able to source our raw materials from alternative suppliers should the need arise.





None of our directors, executive officers and controlling shareholders is related to or has any interest in any of our major suppliers listed above. To the best of our knowledge, save as disclosed above, none of our major suppliers is related to or has any interest in one another, and none of our major suppliers is related to or has any interest in the customers stated in the section “Major Customers” below.





MAJOR CUSTOMERS





The following table sets out our major customers accounting for 5.0% or more of our Company’s sales of processed seafood products and marine catch for the years ended December 31, 2010, 2009 and 2008:





As a Percentage of Our Sales (%)Year Ended December 31,Products

2010


2009


2008Qingdao Haizhan Seafood Co., Ltd  (1)

Dried and frozen processed seafood products


12.5



-



7.3Dalian Jiyang Import and Export Co., Ltd. (2)

Marine catch, namely cuttlefish, squid, hairtail fish


7.9



16.9



-Wenling City Xingfeng Foodstuff Co., Ltd.  (3)

Dried processed seafood products


5.6



7.2



10.4Jinjiang City Dongshun Seafood Products Trading Proprietor  (4)

Marine catch, namely cuttlefish, squid, hairtail fish


5.3



5.1



-Wenzhou Rixin Foodstuff Co., Ltd.  (5)

Dried processed seafood products


5.1



7.3



9.5Zhejiang Ruian Laodu Seafood Wholesale Proprietor  (6)

Dried and frozen processed seafood products


-



6.0



8.7Fuzhou Chaohui Foodstuff Company (7)

Dried processed seafood products


-



5.8



9.0Shanghai City Yangpu Area Xianghui Seafood Products Company (8)

Dried processed seafood products


-



5.5



-Shenzhen City Agricultural Products and Fenghu Specialty and Dried ProductsTown Rifenglong Company  (9)

Dried processed seafood products


-



5.5



-Shenjiamen Liyizhougan Seafood Products Trading Proprietor  (10)

Dried and frozen processed seafood products


-



-



6.6Zhoushan City Maoyuan Foodstuff Import and Export Co., Ltd.  (11)

Dried and frozen processed seafood products


-



-



5.9Zhouriyu Seafood Products Trading Proprietor  (12)

Dried and frozen processed seafood products


-



-



5.4TOTAL




36.4



59.3



62.8




22




Notes:





1)
Qingdao Haizhan Seafood Co., Ltd. deals in dried and frozen seafood products and, to the best of our knowledge, has a distribution network of over 1,100 retailers and a sales workforce of about 73 peoples. It has been our customer since 1996. The company is wholly-owned by another of our major customers, Qingdao Xinqinghua Seafood Products Company, and its associates. Our sales to Qingdao Haizhan Seafood Co., Ltd. have increased as it expanded its sales network to include supermarkets, which have resulted in increased orders from them. We believe that we will be less reliant on Qingdao Haizhan Seafood Co., Ltd. and Qingdao Xinqinghua Seafood Products Company for our sales in future, as we enter new markets and increase market penetration of existing markets.





2)
Dalian Jiyang Import and Export Co., Ltd. is a trader of goods and import of technology in China, and has, to the best of our knowledge, a distribution network of about 19 retailers and a sales workforce of about 8 people. It has been our customer since 2008.





3)
Wenling City Xingfeng Foodstuff Co., Ltd. is a distributor of dried seafood in Wenling City, Zhejiang Province, and has, to the best of our knowledge, a distribution network of over 800 retailers. It has been our customer since 1997. Our sales to Wenling City Xingfeng Foodstuff Co Ltd increased due to the expansion of their geographic distribution coverage from county to city-level in Wenling City, Zhejiang Province.





4)
Jinjiang City Dongshun Seafood Products Trading Proprietor is a wholesaler of seafood products, has, to the best of our knowledge, a distribution network of about 2 retailers and a sales workforce of about 9 people. It has been our customer since 2003. Our sales to Jinjiang City Dongshun Seafood Products Trading Proprietor increased due to increasing market demand.





5)
Wenzhou Rixin Foodstuff Co., Ltd. is a distributor of dried seafood in Wenzhou City, Zhejiang Province, and has, to the best of our knowledge, a distribution network of about 1,100 retailers and a sales workforce of about 87 peoples. It was one of our first distributors and has been our key business partner since 1994. Our sales to Wenzhou Rixin Foodstuff Co., Ltd. increased due to the expansion of its geographic distribution coverage from the city to the suburban areas.





6)
Zhejiang Ruian Laodu Seafood Wholesale Proprietor is a large distributor of dried seafood in Ruian City, Zhejiang Province. It has been our customer since 2005 but has increased its purchases from us due to the expansion of its distribution network which covers, to the best of our knowledge, 600 retailers and a sales workforce of about 63 peoples.





7)
Fuzhou Chaohui Foodstuff Co., Ltd. is a distributor of dried processed seafood products located in Fuzhou City, Fujian Province. It became one of our major customers in 2005.





8)
Shanghai City Yangpu Area Xianghui Seafood Products Company is a trader of stereotypes packaged and non-direct import food products, has, to the best of our knowledge, a distribution network of about 688 retailers and a sales workforce of about 16 people. It has been our customer since 2007.





9)
Shenzhen City Agricultural Products and Fenghu Specialty and Dried Products Town Rifenglong Company is a trader of cooked and dried seafood products, has, to the best of our knowledge, a distribution network of about 398 retailers and a sales workforce of about 19 people. It has been our customer since 2007.




23




10)
Shenjiamen Liyizhougan Seafood Products Trading Proprietor is a distributor of dried and frozen seafood products in Zhoushan City, Zhejiang Province, and has, to the best of our knowledge, a distribution network of about 273 retailers and a sales workforce of about 45 people. It has been our customer since 2000.





11)
Zhoushan City Maoyuan Foodstuff Import and Export Co., Ltd. is a distributor of dried and frozen seafood products in Zhoushan City, Zhejiang Province, and has, to the best of our knowledge, a distribution network of about 51 retailers and a sales workforce of about 18 people. It has been our customer since 2003.





12)
Zhouriyu Seafood Products Trading Proprietor is a distributor of dried and frozen seafood products in Wenzhou City, Zhejiang Province, and has, to the best of our knowledge, a distribution network of about 132 retailers and a sales workforce of about 57 people. It has been our customer since 1997.





None of our directors, executive officers and controlling shareholders is related to or has any interest in any of our major customers listed above. To the best of our knowledge, save as disclosed above, none of our major customers is related to or has any interest in one another, and none of our major customers is related to or has any interest in the suppliers stated in the section “Major Suppliers”. We are not dependent on any one of our major customers as we are able to sell our fresh fish and seafood range, as well as our processed dried seafood and algae-based beverage products to other customers.





INTELLECTUAL PROPERTY





Except as disclosed below, we are not dependent on nor do we own any registered trademark or patent or any other intellectual property rights:





Trademarks





Our brand name distinguishes our products from that of our competitors and increase consumer awareness of our products. We have currently registered the following trademarks:





Trademark

Class

Place of

Registration

Status / Validity

Period(1)

Class 40 covering processed seafood, agricultural foods, processed teas, processed herbs, chemical testing and processing

PRC

Registered / January 28, 2003 to January 27, 2013Class 29 covering meat, fish, poultry and game; meat extracts; preserved, dried and cooked fruits and vegetables; jellies, jams, compotes; eggs, milk and milk products; edible oils and fats

PRC

Registered under the name of Mingxiang on July 8, 2009 and awaiting approval confirmationClass 30 covering coffee, tea, cocoa, sugar, rice, tapioca, sago, artificial coffee; flour and preparations made from cereals, bread, pastry and confectionery, ices; honey, treacle; yeast, baking-powder; salt, mustard; vinegar, sauces (condiments); spices; ice

PRC

Registered under the name of Mingxiang on July 8, 2009 and awaiting approval confirmationClass 32 covering beers; mineral and aerated waters and other non-alcoholic drinks; fruit drinks and fruit juices; syrups and other preparations for making beverages

PRC

Registered under the name of Mingxiang on July 8, 2009 and awaiting approval confirmationClass 32 covering beers; mineral and aerated waters and other non-alcoholic drinks; fruit drinks and fruit juices; syrups and other preparations for making beverages

PRC

Registered under the name of Mingxiang on August 27, 2009 and awaiting approval confirmation




24




Note:





1)
The above “Mingxiang” trademark was originally registered under the name of “Fujian Province Shishi City Huabao Mingxiang Foods Development Co.” on January 14, 1997. In a Confirmation of Approval to Trademark Transfer dated June 14, 2001, the PRC Trademark Bureau approved the transfer of this trademark to Mingxiang and the trademark is now registered in Mingxiang’s name under a Trademark Registration Certificate No. 930539.





We intend to further develop our “Mingxiang” brand image in the markets where we currently operate, and to promote it in new markets. In that regard, we intend to apply for registration of our trademark in the overseas markets where we conduct our sales, as we consider appropriate.





Registered Packaging Designs





We hold registered packaging designs in respect of the packaging of the majority of our processed seafood products. The details are as follows:





Description of Registered Packaging Designs

Place of Registration

Status/Validity of PeriodPackaging for Sakura squid

PRC

10 years from March 28, 2003Packaging for roasted squid

PRC

10 years from April 11, 2001





Save as disclosed above, our business or profitability is not materially dependent on any other trademarks, copyrights, registered designs, patents, grant of licenses from third parties, new manufacturing processes and intellectual property rights.





GOVERNMENT REGULATIONS





The following is a description of the material licenses and permits issued to companies in our Company in order for us to carry out our operations, other than those pertaining to general business registration requirements:





Hygiene Certificates





We view hygiene control as a critical aspect of food production operations and place great emphasis on the hygienic preparation of our processed seafood products to ensure they are safe for consumption. We have received the following hygiene certificates in relation to our operations:





Subsidiary

Name of Certificate

Description of License/Permit

Issuing Authority

Period of ValidityMingxiang

Hygiene License

Permit to process seafood products

Shishi City Hygiene Bureau

May 18, 2008 to May 17, 2012Rixiang

Hygiene License

Permit to process seafood and agricultural products, research and processing biochemical products.

Shishi City Hygience Bureau

May 18, 2008 to May 17, 2012Rixiang

Certificate of Hygiene Registration

Registration of conformity with hygiene standards for the export of the following food products: frozen processed seafood products (excluding double-shelled categories and dried processed seafood products)

National Accreditation Supervision Committee

May 31, 2009 to May 31, 2012





Other Licenses and Permits





Our other licenses and permits are as follows:





Subsidiary

Name of Certificate

Description of License/Permit

Issuing Authority

Period of ValidityMingxiang

National Industrial Product Manufacturing License

Permit to process seafood (dried)

Fujian Province Quality Technology Supervisory Bureau

November 10, 2009 to November 10, 2011Rixiang

National Industrial Product Manufacturing License

Permit to process seafood (dried)

Fujian Province Quality Technology Supervisory Bureau

June 1, 2010 to April 15, 2013Rixiang

Customs Registration Certificate

Permit to file import-export documents with China Customs

China Customs

June 20, 2009 to June 19, 2012Mingxiang

Certificate of Approval for Enterprises with Foreign Trade Rights in the People’s Republic of China

To import-export company’s products and technologies, raw materials, facilities, equipment

Fujian Foreign Trade Economic Cooperation Department

Valid from September 4, 2000; no expiration dateRixiang

EU Export Registration

Approval for Rixiang to export marine products to EU

European Commission

Valid from October 6, 2006; no expiration date




25




Save as disclosed above, as at the date of this Form 10-K, our business or profitability is not materially dependent on any other licenses and permits.





RESEARCH AND DEVELOPMENT





We believe that constant innovation in developing new processes and products that are well-received by consumers is vital to our continued success. As of December 31, 2010, our research and development team comprised 10 personnel.  The Company incurred $212,677 and $236,595 of such costs for the years ended December 31, 2010 and 2009, respectively. The focus of our research and development is directed towards satisfying the preferences of consumers, with the following objectives:





1.
To improve our products in the areas of safety and quality (of taste, texture, hygiene and packaging);





2.
To develop new products;





3.
To achieve full customer satisfaction;





4.
To reduce costs and create value; and





5.
To develop products for low-value fish types and to increase the value of processing by-products.





Our main research and development activities include: (1) experimenting with various small fish species for the production of fish mash, (2) improving the taste and texture of our dried processed seafood products, (3) finding new uses for leftovers such as fish heads, prawn heads and shells which would otherwise be disposed, (4) developing natural high energy beverage using advanced bio-engineering technology, and (5) developing new products, including marine health products. Our research and development efforts enable us to develop efficient production processes which lower the cost of production, yet produce superior-quality products.





Some of the highlights of our research and development activities are set out below.





Product Development





Through our research and development activities, we have developed products which have been well-received by consumers and improved our production processes. We have through our research and development introduced 29 new processed seafood products, including Sakura squid, sliced squid, spicy sliced octopus, spicy baby squid, spicy sliced squid and spicy squid head. We believe that our constant product innovation has led to our increasing reputation as a producer of processed natural seafood products.





Collaboration with Ocean University of China





On April 28, 2006, our subsidiary Rixiang entered into a memorandum of understanding for collaboration with the Ocean University of China’s Food Sciences and Engineering Institute. The Ocean University of China is one of the renowned institutions in the PRC for ocean studies. The collaboration with Ocean University of China will allow us to tap into its technical know-how, to acquire new technical knowledge and processing techniques. In turn, we serve as a research base of the research and development work of Ocean University of China. We believe that we will benefit from the exchange of information and technological know-how.





The collaboration with Ocean University of China since April 2006 have been focused on developing new products and by-products from raw marine catch used in the processing of seafood products, in particular (1) the development of bioactive peptide products from leftovers of aquatic processed products; and (2) the development of collagen protein and collagen peptide protein products from fish skin:





1.
Development of bioactive peptide products from leftovers of processed seafood products





Bioactive peptide protein found in aquatic products is used to produce angiogenesis converting enzyme (ACE) inhibitors. ACE is a compound which increases the pressure within blood vessels, thereby causing high blood pressure. An ACE inhibitor helps slow the activity of the ACE. Using Bioactive peptide protein developed ACE inhibitors avoids the harmful side effects associated with using synthetic medicine for lowering hypertension.




26




2.
Development of collagen protein and collagen peptide protein products from fish skin





This technique involves the extraction of collagen protein from fish skin. The collagen protein is then converted into marine biological collagen peptide protein using a directional enzyme hydrolysis technology and velum separation technology. Fish-skin collagen protein is mainly used as an ingredient for cosmetic products and health food products. We note that some cosmetics manufacturers have begun to use marine biological collagen peptide protein and collagen protein in their products.





The Ocean University of China would provide technical and training support in the development of production techniques and commercialization of the above said products. The research and development activities are conducted at our production facilities at Dabao Industrial Zone, Xiangzhi Town, Shishi City, Fujian Province.





Hi-Power was developed by the Yellow Sea Fisheries Research Institute Chinese Academy of Fishery Sciences in coordination with the founder, Qiu Shang Jing, who has been engaged in the natural algae industry for over 10 years time and he has a profound expertise on algae products.





Our research and development expenses amounted to approximately $213,000, $237,000 and $87,000 for 2010, 2009 and 2008, respectively. Research and development expenses are presented as part of general and administrative expenses in the financial statements.





QUALITY ASSURANCE





We believe that the quality of our products is the key to our continued growth and success. We place great emphasis on quality assurance and the consistent quality of our products at all stages of our production processes. We attribute our success to date to our commitment to and production of quality products. As such, we believe that good quality control has been a key competitive strength of our Company. Our aim is that our “Mingxiang” brand should continue to be identified with tasty and high-quality processed marine seafood products.





As a testimony to our commitment to quality products and processes, we have been awarded the following awards and certifications:





Subsidiary

Award/Certification

Awarding/Certification Body

Validity PeriodRixiang

Validation of conformity with HACCP standards(1)  for the export of marine products to the US

CIQ

November 5, 2010 to November 4, 2011Rixiang

EU(2) export registration for export of our marine products to the EU

European Commission

No validity periodMingxiang

ISO9001:2008(3) quality management system certification

CNAB & CCIC Quality Certification Centre

December 9, 2009 to December 8, 2012Mingxiang

ISO14001:2004(4)  environmental management system certification in respect of the processing of fish and prawn-type marine food products and the relevant environmental management

CNAB & CCIC Conformity Assessment Services Co, Ltd.

November 27, 2008 to November 26, 2011





Notes:





1)
Under the PRC’s Regulations on Administration of Certification of Hazard Analysis and Critical Control Point System (HACCP), applicants for the HACCP certification have to apply to CNAB-recognized certification and accreditation entities and comply with domestic and international sanitary criteria set out in various legislation including the PRC Sanitary Requirements for Export Food Manufacturing Enterprises and the HACCP System and Guidelines for its Application by the Codex Alimentarius Commission. CIQ, a HACCP-certification authority, will verify an exporter’s HACCP certification if (a) the product to be exported falls within one of the following categories, namely (1) canned food, (2) marine food products (excluding live, fresh, dry and marinated products), (3) meat and meat products, (4) frozen vegetables, (5) fruit or vegetable juice, (6) instant frozen food containing
meat or marine food products; or (b) where such verification is required by authorities in the destination country. We believe that the HACCP certification enables our products to be more widely accepted by our domestic and international customers and aid to increase the export of our products.




27




2)
The EU certification process ensures that the product conforms to the appropriate provisions and relevant legislation which implements certain European Directives.  In the case of marine food products, the applicable European Directives include 91/493/EEC and 94/356/EC.





3)
ISO9001:2008 is an international standard for quality management developed by the International Organization for Standardization.  It sets requirements as to how an organization should manage its processes that influence product quality, and evaluates an organization’s resource management, process management and evaluation process that ensure its products conform to customer and applicable regulatory requirements.





4)
ISO14001:2004 is an internationally recognized standard for environment management systems, including energy management, waste management and process improvement.





Please refer to the section “Awards and Certifications” for further details of awards and certifications which we have obtained in respect of our products. To attain and maintain these accreditations, we have set up a quality control program in accordance with ISO9001:2008 standards. We have a comprehensive document management system in respect of our quality control system manuals, program documents, records and related documentation, which encompasses issuance, amendment, filing, recovery and destruction of the documents. Our quality control measures are designed to ensure we meet the standards under Sanitation Standard Operating Procedures (“SSOP”), Good Manufacturing Practice (“GMP”) and HACCP quality assurance systems, production control and product quality specifications.
SSOP is an action plan that details procedures to maintain sanitary conditions throughout a food processing facility. This includes procedures on food handling and sanitation practices such as proper thawing methods, prevention of contamination and certain aspects of employee and environmental hygiene. GMP includes regulations promulgated by the U.S. Food and Drug Administration under the authority of the Federal Food, Drug and Cosmetic Act, which requires manufacturers, processors and packagers of drugs, medical devices and food to take proactive steps to ensure that their products are safe, pure and effective.





Our quality control program requires our employees to undergo training conducted internally in relation to our quality control policies, targets and procedures, as well as production and processing techniques and operational procedures.





We have established the following quality control procedures to ensure the high standard of quality of our processed seafood products:





In-coming





All incoming raw materials are inspected and approved by our quality control department. The quality control checks include hygiene, freshness and safety checks and dimensional checks (for packaging materials) to ensure that the raw materials conform to our health, freshness and safety standards and required specifications. Inspection is carried out by way of random sampling. Samples are extracted from each batch of raw materials and sent to the quality control department, where physical and chemical tests are conducted in our laboratory.





Raw materials that pass the quality control checks are then sent for storage in the cold storage facilities until they are required in the production process.





In-process





At each stage in the production process, we have quality inspectors who are responsible for sieving out inferior products, and to do random selection of products for testing in our laboratory. In our laboratory, these samples are tested for micro-organisms and to ensure that they fulfill hygiene and safety standards. Our machinery and equipment are also inspected regularly to ensure that they are in good working condition.





Finished products





The finished products undergo a final round of inspection before they are sent to the warehouse for storage to await delivery to our customers. Random samples are selected and brought to our laboratory for testing to ensure that they fulfill hygiene, safety and product standards. In respect of product standards, for example, we test our dried processed products to ensure that there is adequate but not excessive water content. Our finished products also go through a specially calibrated metal detector to ensure that products are not contaminated by metal particles from the production equipment.





After-sales





Our quality control department is also responsible for after-sales service, to address customers’ feedback or complaints.





Quality Assurance Testing Base





In January 2001, we were designated as a quality assurance testing base by the National Marine Foods Quality Supervision Testing Centre. The National Marine Foods Quality Supervision Testing Centre was established in 1986 and is based in Qingdao City, Shandong Province. This testing body is responsible for quality testing of the state’s designated products, research and development and grading of marine products, including fresh, frozen, dried and pickled marine processed products. As a designated testing base, we test the hygiene and quality of ingredients and products according to industrial standards. Our testing base caters to seafood processing companies from Fujian, Guangdong, Guangxi and Zhejiang provinces, all in the PRC. We believe that we benefit in the provision of such services, as we are kept
informed of industry news and technological developments. Currently we do not charge a fee for such services.




28




ENVIRONMENTAL LAW COMPLIANCE





On December 16, 2010, we received a Certificate of Environment Management System, certifying that we have been assessed and are in compliance with the environment management standard ISO14001: 2004. The scope of certification is for the production and the relative environmental management activity of fish, shrimp and other marine food. The registration number of the certificate is 00108E20847ROM/3502. The certificate is renewed in 2010 which is valid until November 15, 2011.





When our production plant was constructed, it was designed to comply with these environmental laws by directly disposing of the use water to a nearby sewage treatment plant for further handling. Because our production plant was built to comply with these environmental laws, we are not required to pay for any ongoing fees to the sewage treatment plant, nor has there been any material effects on our capital expenditures, earnings and competitive position.





Since China does not have additional environmental regulations dealing with climate change that apply to our operations, we have not planned material capital expenditures for environmental control facilities or changes in our business practices specific to climate change.





EMPLOYEES





We set out below the total number of our employees and the various functions which they serve with respect to our processed seafood , marine catch and algae-based beverage products as at December 31, 2010, 2009 and 2008, respectively.





As at December 31,Functions

2010


2009


2008Sales and Marketing


203
(1)


24
(1)


23
(1)Finance and Administration


74
(1)


37
(1)


35
(1)Procurement


3



4



4Production, Research & Development and Quality Control


692
(1)


704
(1)


549
(1)TOTAL


972



769



611





Note:





1)
The increase in number of employees was in line with the expansion on our production capacities and marketing efforts during these years.





Almost all of our employees are based in the PRC. Our PRC permanent employees are unionized. We have not experienced any strikes, labor disputes or work stoppages by our employees and believe our relationship with our employees is good.





As of December 31, 2010, we had 972 employees.





Staff Training





We view our human resource as one of our key assets and place great emphasis on staff training that not only imparts job skills but also inculcates desirable working attitudes.





Therefore, our employees at all levels are required to undergo training relevant for their positions. The training includes technical training which is conducted by both internal and external trainers. Training aspects include quality control, export trading procedures, permits, quality standards and compliance with quality standards, as well as management training.





In addition, a new employee undergoes orientation on hygiene requirements, compliance with company policies and procedures as well as the required technical skills before taking up his appointment.





Website Access to our SEC Reports





You may obtain a copy of the following reports, free of charge through the SEC’s website at www.sec.gov as soon as reasonably practicable after electronically filing them with, or furnishing them to, the SEC: our previous Annual Reports on Form 10-K; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our Internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.





The public may also read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The Public Reference Room may be contact at (800) SEC-0330. You may also access our other reports via that link to the SEC website.




29




ITEM 1A.       Risk Factors





RISKS RELATED TO OUR BUSINESS





We are dependent on the supply of fresh seafood in our production of processed seafood products and disruptions in the supply of fresh seafood could adversely affect our business operations.





We use fresh seafood as the primary ingredient in our processed seafood products. Our processed seafood products accounted for approximately 57.4%, 74.8% and 90.9% of our sales in the fiscal years ended December 31, 2010, 2009 and 2008, respectively. Our production of processed seafood products is largely dependent on the continuous supply of fresh seafood, which in turn could be affected by a large number of factors, including environmental factors, the availability of seafood stock, weather conditions, the policies and regulations of the governments of the relevant territories where such fishing is carried out, the ability of the fishing companies and fishermen that supply us to continue their operations and pressure from environmental or animal rights groups.





Specifically, fishing activities in waters around the PRC are restricted in certain months to ensure sustainable aquatic resources. In particular, the PRC Ministry of Agriculture imposes restrictions against fishing in the South China Sea in the months of June and July. There is no assurance that the PRC government may not impose more stringent fishing regulations, including but not limited to longer or more frequent periods that restrict fishing. Such restrictions against fishing or unfavorable weather conditions have a direct impact on the availability of the raw materials required for the production of our processed seafood products, and could lead to a shortage and/or an increase in the prices of our raw materials. Any shortage in the supply of or increase in the prices of the raw materials for our processed
seafood products will adversely affect our business, profitability and financial condition.





Our profitability will be affected by fluctuations in the prices of our major raw materials.





Our financial performance may be affected by changes in production costs brought about by fluctuations in the prices of our raw materials. Our major raw materials are fresh seafood which accounted for approximately 75.4%, 74.4% and 77.9% of our total cost of revenue of processed seafood products in the fiscal years ended December 31, 2010, 2009 and 2008, respectively. The prices of our major raw materials may fluctuate due to changes in supply and demand conditions. Any shortage in supply or upsurge in demand of our major raw materials may lead to an increase in prices, which may adversely affect our profitability due to increased production costs and lower profit margins.





We are dependent on several major customers. In the event any one of these major customers ceases to purchase or reduce their purchases from us, and we are unable to secure new contracts, our sales will be adversely affected.





Our top five major customers accounted for approximately 36.4%, 43.2% and 44.9% of our sales in the fiscal years ended December 31, 2010, 2009 and 2008, respectively. In the event these customers do not continue to purchase from us or reduce their purchases from us or develop their own abilities to manufacture the products that we sell to them, and we are unable to secure new contracts or new customers that can replace the loss of these customers within a short time frame, our business and profitability may be adversely affected. Please see the section “Major Customers” for more details.





We are dependent on certain major suppliers for our raw materials. In the event we are no longer able to secure raw materials from these suppliers and are unable to find alternative sources of supply at similar or more competitive rates, our operations and profitability will be adversely affected.





For the production of our processed seafood and algae-based beverage products, we rely on our major suppliers for a significant portion of the supply of raw materials. Purchases from our top five suppliers of raw materials accounted for approximately 81.7%, 90.3% and 90.8% of our total purchases of raw materials in the fiscal years ended December 31, 2010, 2009 and 2008, respectively. In the event that we are unable to secure our raw materials from these suppliers and we are unable to find alternative sources of supply at similar or more competitive rates, our business and operations will be adversely affected. Please see the section “Major Suppliers” for more details.





Our profitability and continued growth is dependent on our ability to yield commercially viable products, to enhance our product range and expand our customer base.





The seafood processing industry is highly competitive. The growth potential of the seafood processing industry is dependent on population growth and consumer preferences. Therefore, we believe that our profitability and continued growth is dependent on our ability to expand our customer base in existing and new markets by introducing new products that are fast growing and profitable in the populations that we serve, as well as our ability to develop commercially viable products through our product development efforts. If we do not succeed in these efforts, the growth of our sales may slow down and adversely affect our profitability. Please refer to the section “Research and Development” for further details of our research and development efforts.





Since we do not have long-term contracts with our suppliers and customers there is no guarantee that our suppliers will continue to supply us with raw materials, or that our customers will continue to purchase our products.





We do not have long-term contracts with our suppliers and our customers. Accordingly, there can be no assurance that we will continue to be able to obtain sufficient quantities of raw materials in a timely manner from our existing suppliers on acceptable terms, or that our existing customers will continue to purchase our products on terms that are acceptable to us or at all. In the event that we are unable to source for new suppliers or new customers on terms that are acceptable to us, our business and operations will be adversely affected.




30




There is no assurance that we will be able to execute our future plans successfully, or that our future plans will result in commercial success.





We intend to,inter alia and expand our operations and production capacity in the PRC by constructing new cold storage facilities. While the new production facilities, which increased our capacity by 100%, were completed in 2009, there can be no assurance that the construction of, the new cold storage facilities will be completed and start operating in the second half of 2011 as expected. Our expansion plans involve a number of risks, includinginter alia the costs of investment in fixed assets, costs of working capital tied up in inventories, as well as other working capital requirements. Our expansion will also depend on our ability to secure new customers and/or sufficient orders. Failure to secure
new customers or sufficient orders or to meet our customers’ orders would materially and adversely affect our business and financial performance. There is no assurance that our future plans will result in commercial success. If we are unable to execute our expansion plans successfully, our business and financial performance would be materially and adversely affected.





Changes in consumer preferences or discretionary consumer spending could adversely impact our results.





Our continued growth and success depends in part on the popularity of our products. Sales of our processed seafood products, marine catch and algae-based beverage products as a percentage of our total sales for the period under review were as follows:





Year Ended December 31,Products

2010


2009


2008(%)


(%)


(%)Processed seafood products


57.4



74.8



90.9Marine catch


21.4



25.2



9.1Algae-based beverage products


21.2



-



-





Shifts in consumer preferences or dieting habits away from processed seafood products or algae-based beverage products will materially affect our business. In addition, our continued success depends, in general, on the economic conditions, disposable income and consumer confidence in the countries in which we sell our products, all of which can affect discretionary consumer spending in such countries. Adverse changes in these factors would reduce the flow of customers and limit our pricing which will reduce our profitability.





Our business activities are subject to certain laws and regulations and our operations may be affected if we should fail to have in force the requisite licenses and permits.





We are required to obtain various licenses and permits in order to conduct our business of production and export of processed seafood products. These include the Hygiene Registration Certificate, which is a requirement in order to carry on the production of food products in the PRC, as well as the HACCP certificate and EU export registration, which is a requirement in order to export our processed seafood products to certain countries. Our business is also subject to applicable laws and regulations. Please see the section “Government Regulations” of this Form 10-K for a summary of the material laws and regulations that apply to our Company.





Any failure to comply with the conditions stipulated in our licenses and permits may lead to their revocation or non-renewal. Any failure to observe the applicable laws and regulations may lead to the termination or suspension of some or all of our business activities or penalties being imposed on us. The occurrence of any of these events may adversely affect our business, financial condition and results of operations.





Our processed seafood products may be illegally tampered with such that they are rendered unfit for consumption and have to be recalled and destroyed.





Our processed seafood products are packed in plastic materials that can be illegally tampered with. Illegal tampering of our processed seafood products could result in such products being rendered unfit for consumption or cause them to fail to meet customer specifications, health and/or safe handling requirements. This may lead to a loss of customer confidence in our products; affect our reputation, cause product recalls and/or product destruction. In addition, we may incur substantial litigation costs and may be ordered to compensate consumers in the event of any illness or death caused by the consumption of an illegally tampered seafood product.





In the event that our processed seafood products are recalled or destroyed as a result of illegal tampering or a claim is made against us arising from the consumption of our products, our reputation, business goodwill and sales will be adversely affected.





Product or raw material deterioration will lead to loss of sales, higher costs, negative publicity, and payment of compensation to our customers and/or product liability claims.





Our raw materials and frozen processed seafood products, being perishable in nature, may deteriorate due to various reasons such as malfunctioning cold storage facilities, delivery delays or poor handling. This may lead to a delay in production or delivery of our products, a loss in revenue, costs incurred in the purchase of replacement raw materials and payment of compensation to our customers. Any deterioration in our raw materials or processed seafood products could have a material adverse effect on our business, operations and reputation.




31




Currently, we do not have any product liability insurance in respect of our products. We believe that premiums for product liability insurances are high compared to the risk of claims. In the event that the consumption of our processed seafood products causes harm, illness or death to a consumer of our products, whether as a result of product deterioration, spoiling, sabotage, willful action, omission or negligence, we may be liable to complaints, lawsuits and claims from consumers of our products which in turn could generate negative publicity and materially and adversely affect our business, financial condition and our operations.





Outbreak of disease or widespread contamination in any of the raw materials that we use in our production or any food scares may lead to a loss in consumer confidence and reduce the demand for our processed seafood products.





One of our competitive strengths is our established brand name and track record. We have received several awards and certificates for our high quality products, including the “Green Food” award. Any outbreak of disease or widespread contamination in any of the raw materials that we use in the production of our products or food scares in the markets in which our processed seafood products are manufactured or sold may have an adverse impact on our business as it may lead to a loss in consumer confidence and reduce the demand of our processed seafood products. It may also affect our sources of supply and we may have to look for alternative sources of supply which may be more costly, or which may not be available. If this develops into actual events, our operations and profitability will be adversely
affected.





Any failure to meet health and hygiene standards may result in the suspension of licenses, accreditations or the loss of our ability to import and export our products.





We are subject to annual checks carried out by the General Administration of Quality Supervision, Inspection and Quarantine of the PRC (CIQ). The CIQ’s annual check encompasses the inspection of food preparation, production and processing operations, as well as health checks on our employees. Failure to meet the required standards may result in our being required to take remedial measures to meet the health and hygiene standards, or in extreme cases, the cancellation or suspension of the license(s) and accreditation(s) required for us to carry on our operations. In the event that this should occur, our operations and financial condition will be materially and adversely affected and could lead to a loss in customer confidence in our products.





In addition, the CIQ makes random inspections on the processed seafood and algae-based beverage products that we export. Failure to meet the required standards of hygiene may affect our ability to export our processed seafood and algae-based beverage products and meet our customers’ orders on time. It may also lead to a restriction on our ability to export our processed seafood and algae-based beverage products which will materially and adversely affect our business, financial condition and operations.





We bear the risk of loss in shipment of our products and have no insurance to cover such loss.





Under the shipping terms of our standard customer contracts, we bear the risk of loss in shipment of our products and do not insure this risk. Since management considers the risk of loss to be minimal, with export sales representing less than 5% of our total sales for the year ended December 31, 2010, 2009 and 2008, respectively. Moreover, we believe that the shipping companies that we use carry adequate insurance or are sufficiently solvent to cover any loss in shipment. Nevertheless, there can be no assurance that we will be adequately reimbursed upon the loss of a significant shipment of our products.





We are dependent on our Executive Directors and Executive Officers. Any loss in their services without suitable replacement may adversely affect our operations.





Our success to date has been largely due to the contribution of Pengfei Liu, our Executive Chairman and CEO. Mr. Liu is the founder of our Company, and has spearheaded our expansion and growth. He is responsible for our operations, marketing, public relations, strategic planning and development of new products and markets. Our continued success is dependent, to a large extent, on our ability to retain his services.





The continued success of our business is also dependent on our key management and operational personnel. We rely on their experience in the processed seafood and marine catch industry, product development, sales and marketing and on their relationships with our customers and suppliers.





The loss of the services of any of our executive directors or executive officers without suitable replacement or the inability to attract and retain qualified personnel will adversely affect our operations and hence, our revenue and profits.





We are dependent on our customers’ ability to maintain and expand their sales and distribution channels. Should these distributors be unsuccessful in maintaining and expanding their distribution channels, our results of operations will be adversely affected.





Demand for our products from end-consumers and our prospects depend on the retail growth and penetration rate of our products to end-consumers. Sales of our products are conducted mainly through distributors, over whom we have limited control. As of December 31, 2010, our distribution network is comprised of 18 exclusive distributors for our dried processed seafood products located in seven provinces and 6 exclusive distributors for our algae-based beverage products. These distributors sub-distribute our dried processed seafood products to about 3,200 retail points, including major supermarkets, and our algae-based beverage products to about 13,000 retail points. We are thus dependent on the sales and distribution channels of our distributors for broadening the geographic reach of our products. Should these
distributors be unable to maintain and expand their distribution channels, our results of operations and financial position will be adversely affected.




32




Failure to compete effectively in a competitive environment may affect our profitability.





We operate in the highly competitive processed seafood industry. We believe that our major competitors include international and domestic seafood processors. Some of these competitors may have significantly greater financial, technical and marketing resources, stronger brand name recognition and larger existing customer base than we do.





We also believe that these competitors may have the ability to respond more quickly to new or emerging technologies or may adapt more quickly to changes in customer requirements or may devote greater resources to the development, promotion and sales of their products than us.





There is no assurance that we will be able to continue competing successfully against present and future competitors. We believe that important factors to achieving success in our industry include maintaining customer loyalty by cultivating long-term customer relationships, achieving consistent product renewal and maintaining the quality of our products. If we are unable to attain these, we may lose our customers to our competitors and this will adversely affect our market share. Increased competition may also force us to lower our prices, thus reducing our profit margins and affecting our financial performance and condition. Such competition may have a material adverse effect on our business, financial position and results of operations. Please refer to the section captioned “Description of Business -
Competition” for further details as to our present competitors.





Any outbreak of earthquake, tsunami, adverse weather or oceanic conditions or other calamities may result in disruption in our operations and could adversely affect our sales.





We are based in Fujian province which is situated in southeast China on the coast of the East China Sea. Fujian is a vital navigation hub between the East China Sea and South China Sea, and is also rich in agricultural and marine resources. Our main raw materials for our marine catch business come from the Taiwan Straight, which is also the place where we conduct our marine catch operations.





In 2004, an undersea earthquake occurred off the west coast of Sumatra Indonesia. This earthquake triggered a series of devastating tsunamis along the costs of most landmasses boarding the Indian Ocean. More than 225,000 people in 11 countries were killed, and coastal communities were inundated with waves up to 100 feet.





In May 2008, there was an 8.0 magnitude scale earthquake occurred at Sichuan Province of China. It was also known the Wenchuan earthquake, which by any name killed at least 69,000 people, and over 374,000 injured, with 18,000 listed as missing. The earthquake left about 4.8 million people homeless, thought the number could be as high as 11 million. It was the deadliest earthquake to hit China since the 1976 Tangshan earthquake.





Due to the location of our business, we may be at risk of experiencing another tsunami, earthquake or other adverse weather or oceanic conditions. This may result in the breakdown of our facilities, such as our cold storage facilities, which will in turn lead to deterioration of our products with the potential for spoilage. This could adversely affect our ability to fulfill our sales orders and adversely affect our profitability.





Adverse weather conditions affecting the fishing grounds where the fishing vessels chartered by us operate such as storms, cyclones and typhoons or cataclysmic events such as tsunamis may also decrease the volume of our fish catches or may even hamper our fishing operations. Our operations may also be adversely affected by major climatic disruptions such as El Nino which in the past has caused significant decreases in seafood catches worldwide.





We may be affected by global climate change or by legal, regulatory or market responses to such changes.





The growing political and scientific sentiment is that increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere are influencing global weather patterns. Changing weather patterns, along with the increased frequency or duration of extreme weather conditions, could impact the availability or increase the cost of key raw materials that we use to produce our products.





Concern over climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting greenhouse gas (GHG) emissions. For example, proposals that would impose mandatory requirements on GHG emissions may be considered by policy makers in the territories that we operate. Laws enacted that directly or indirectly affect our production, distribution, packaging, cost of raw materials, fuel, ingredients, and water could all impact our business and financial results.





We are in the business of processing, distributing and selling processed seafood products and marine catch. Thus, a dramatic reduction in fish resources may adversely affect our business.





We are in the business of processing, distributing, and selling processed seafood products, as well as selling marine catch. As such, 100% of our raw materials are obtained through fishing. Due to over-fishing, the stocks of certain species of fish may be dwindling and to counteract such over-fishing, governments may take action that may be detrimental to our ability to conduct our operations. If the solution proffered or imposed by the governments controlling the fishing grounds either restrict our ability to procure seafood supply or if such action limits the types, quantities and species of fish that we are able to procure or catch, our operations and prospects may be adversely affected.




33




Our purchase of the beverage business involves the risks of entering into a new business and depending on prior management of the business.





On January 1, 2010, we purchased Xianghe, a beverage company, and entered into a new business segment where we will need to rely on current management for the business acquired. Xianghe is a Fujian-based manufacturer of the branded Hi-Power algae-based soft drinks.  While we have mixed the prior management team of Xianghe, with new managers, we remain dependent on the members of the old management team of Xianghe for the continued development of the beverage business. We did not have prior experience in the beverage business and the success of Xianghe is subject to all of the uncertainties regarding the development of a new business. Although we intend to integrate the product into Mingxiang’s distribution network, there can be no assurance regarding the successful distribution and
market acceptance of the beverage products.





We may not be able to respond successfully to changes in the highly competitive beverage marketplace domestically and internationally.





We operate in the highly competitive beverage industry and face strong competition from other general and specialty beverage companies. Our response to continued and increased competitor and customer consolidations and marketplace competition may result in lower than expected net pricing of our products. Our ability to gain or maintain share of sales or gross margins may be limited by the actions of our competitors, who may have advantages in setting their prices because of lower costs. Competitive pressures in the markets in which we operate may cause channel and product mix to shift away from more profitable channels and packages.





The beverage industry is highly competitive. The principal areas of competition are pricing, packaging, development of new products and flavors and marketing campaigns. Our products will compete with a wide range of drinks produced by a relatively large number of manufacturers, any of which have substantially greater financial, marketing and distribution resources than we do.





Important factors affecting our ability to compete successfully include taste and flavor of products, trade and consumer promotions, rapid and effective development of new, unique cutting edge products, attractive and different packaging, branded product advertising and pricing. We will also compete for distributors who will concentrate on marketing our products over those of our competitors, provide stable and reliable distribution and secure adequate shelf space in retail outlets. Competitive pressures in the healthy beverage market could cause our products to be unable to gain market share, or we could experience price erosion, which could have a material adverse effect on our business and results.





We compete with major international beverage companies that operate in multiple geographic areas, as well as numerous firms that are primarily local in operation. Our ability to gain or maintain share of sales or gross margins in the Chinese markets and ability to grow the business in global market may be limited as a result of actions by competitors.





We compete not only for customer acceptance but for maximum marketing efforts by multi-brand licensed bottlers, brokers and distributors, many of which have a principal affiliation with competing companies and brands. Certain large companies such as The Coca-Cola Company and Pepsico Inc. market and/or distribute products in that market segment.





Our beverage business are heavily regulated by China State Food and Drug Administration (“SFDA”)  and other government agencies for the production and packaging of beverage products, and failure to comply these regulation may adversely affected our beverage business.





The production, distribution and sale in China of our beverage products are the production, distribution and sale in the Chinese market of our products are subject to the PRC State Food, Drug, and Cosmetic Act, state consumer protection laws, the Occupational Safety and Health Act, various environmental statutes; and various other state and local statutes and regulations applicable to the production, transportation, sale, safety, packaging, advertising, labeling and ingredients of such products. Although we expect that we will comply with all relevant regulations and rules in our production and distribution of beverage products, there is risk that those regulations may be violated and capital expenditures, net income or competitive position as a result of the violation may be adversely affected.





Water scarcity and poor quality could negatively impact our beverage production costs and capacity.





Water is the main ingredient in substantially all of our beverage products. It is also a limited resource in many parts of the world, facing unprecedented challenges from overexploitation, increasing pollution and poor management. As demand for water continues to increase in China and as the quality of available water deteriorates, our system may incur increasing production costs or face capacity constraints which could adversely affect our profitability or net operating revenues in the long run.




34




Changes in the nonalcoholic beverages business environment could impact our financial results.





The nonalcoholic beverages business environment is rapidly evolving as a result of, among other things, changes in consumer preferences, changes in consumer lifestyles, increased consumer information and competitive product and pricing pressures. If we are unable to successfully adapt to this rapidly changing environment, our net income, share of sales and volume growth could be negatively affected.





Adverse weather conditions could reduce the demand for our beverage products.





The sales of our beverage products are influenced to some extent by weather conditions in the markets in which we operate. Unusually cold weather during the summer months may have a temporary effect on the demand for our beverage products and contribute to lower sales, which could have an adverse effect on our results of operations for those periods.





We are dependent on certain major manufacturers for production of beverage products.





For the production of our beverage products, we rely on two manufacturers for all of the production of our beverage products. We believe that alternate manufacturers are available but there may be some disruption in supplies until we can obtain product from such manufacturers. In the event we are no longer able to secure product from these manufacturers, our operations and profitability of the beverage business will be adversely affected.





We are exposed to the credit risk of our customers which may cause us to make larger allowances for doubtful trade receivables or incur bad debt write-offs.





Our customers may default on their payments to us. Although we review the credit risk of our customers regularly, such risks will nevertheless arise from events or circumstances that are difficult to anticipate or control, such as an economic downturn.





Our trade receivables turnover days were approximately 71, 64 and 34 days in 2010, 2009 and 2008, respectively. Our allowances for doubtful trade receivables as at December 31, 2010, 2009 and 2008 were approximately $244,000, $95,000 and $24,000, respectively; and at about 0.5% of our gross trade receivables.





As a result of this credit risk exposure of our customers defaulting on their payments to us, we may have to make larger allowances for doubtful trade receivables or incur bad debt write-offs, both of which may have an adverse impact on our profitability.





We may be subject to foreign exchange risk and may incur losses arising from exchange differences upon settlement.





We sell our processed seafood products, marine catch and algae-based beverage products mainly to local customers. Direct exports as a percentage of our sales ranged between 0.4% to 4.9% during the period under review. Our sales are denominated in RMB and US$, while our purchases are denominated in RMB.





For the fiscal year of 2010, 2009 and 2008, the percentages of our sales denominated in RMB and US$ were as follows:





Year Ended December 31,2010


2009


2008(%)


(%)


(%)RMB


99.6



97.4



95.1US$


0.4



2.6



4.9





We may incur losses arising from exchange differences upon settlement. To the extent that our sales, purchases and expenses are not naturally matched in the same currency and there are timing differences between collections and payments, we will be exposed to any adverse fluctuations in the exchange rates between the various foreign currencies and the RMB. Any restrictions over the conversion or timing of conversion of foreign currencies may also expose us to adverse fluctuations in exchange rates. As a result, our earnings may be materially and adversely affected.





On July 21, 2005, the Renminbi was unpegged against the US$ and pegged against a basket of currencies on a “managed float currency regime”. As at December 31, 2010, the closing exchange rate was approximately US$1.00 to 6.5918. There is no assurance that the PRC’s foreign exchange policy will not be further altered. In the event that the PRC’s policy is altered, significant fluctuations in the exchange rates of RMB against the US$ will arise. As a result we will be subject to significant foreign exchange exposure and in the event that we incur foreign exchange losses, our financial performance will be adversely affected.





We currently do not have a formal hedging policy with respect to our foreign exchange exposure as our foreign exchange gains and losses over the past three fiscal years ended December 31, 2010, 2009 and 2008, respectively have been relatively low. We will continue to monitor our foreign exchange exposure in the future and will consider hedging any material foreign exchange exposure should the need arise.





Please refer to the section “Description of Business - Foreign Exchange Exposure” for further details.




35




Our products and brand name may be replicated or counterfeited which will in turn have an adverse effect on our Company and we may be affected by intellectual property rights disputes.





We have registered certain trademarks in the PRC, details of which are set out in the section “Intellectual Property” of our Form 10-K for the fiscal year ended December 31, 2009 filed on March 22, 2010. Despite the protection of our trademark under the intellectual property laws of the PRC, such laws may not be adequate or effectively enforced against third parties who may violate our proprietary rights by illegally using our trademarks or our brand name. Our products and brand names may be replicated or counterfeited, which in turn may adversely affect our reputation and brand image.





Policing unauthorized use of our trademarks or brand is difficult and costly, particularly in countries where the laws may not fully protect our proprietary rights. There can be no assurance that our means of protecting our proprietary rights will be adequate. Any unauthorized use of our trademarks and brand may damage our brand, recognition and reputation. This may lead to our customers losing confidence in our brand and products, which, in turn, may lead to a loss in our business and hence sales.





Our business may be adversely affected by conditions in the financial markets and economic conditions generally.





Negative market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and provision for credit losses. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us.





Worldwide economic conditions may remain depressed for the foreseeable future. These conditions make it difficult for us to accurately forecast and plan future business activities, and could cause us to slow or reduce spending on our research and development activities. Furthermore, during challenging economic times, we may face issues gaining timely access to financings or capital infusion, which could result in an impairment of our ability to continue our business activities. We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide, in the United States, or in our industry. These and other economic factors could have a material adverse effect on our financial condition and operating results.




RISKS RELATED TO DOING BUSINESS IN CHINA





Our operations in the PRC are subject to the laws and regulations of the PRC and any changes in the laws or policies of the PRC may have a material impact on our operations and financial performance.





As our processed seafood products, marine catch and algae-based beverage products businesses are carried out in the PRC, we are subject to and have to operate within the framework of the PRC legal system. Any changes in the laws or policies of the PRC or the implementation thereof, for example in areas such as foreign exchange controls, tariffs, trade barriers, taxes, export license requirements and environmental protection, may have a material impact on our operations and financial performance.





The corporate affairs of our companies in the PRC are governed by their articles of association and the corporate and foreign investment laws and regulations of the PRC. The principles of the PRC laws relating to matters such as the fiduciary duties of directors and other corporate governance matters and foreign investment laws in the PRC are relatively new. Hence, the enforcement of investors or shareholders' rights under the articles of association of a PRC company and the interpretation of the relevant laws relating to corporate governance matters remain largely untested in the PRC.





Introduction of new laws or changes to existing laws by the PRC government may adversely affect our business if stricter regulations are imposed on the overseas business practices of PRC companies





Our operations are carried out through our wholly-owned subsidiaries which are located in the PRC. As such, the laws of the PRC govern our businesses and operations. The PRC legal system is a codified system of written laws, regulations, circulars, administrative directives and internal guidelines. The PRC government is still in the process of developing its legal system to encourage foreign investment and to align itself with global practices and standards. As the PRC economy is undergoing development at a faster rate than the changes to its legal system, some degree of uncertainty exists in connection with whether and how existing laws and regulations apply to certain events and circumstances. Some of the laws and regulations and the interpretation, implementation and enforcement of such laws and regulations
are also at an experimental stage and are subject to policy changes. Hence, precedents on the interpretation, implementation and enforcement of certain PRC laws are limited and court decisions in the PRC do not have binding effect on lower courts. Accordingly, the outcome of dispute resolutions and litigation may not be as consistent or predictable as in other more developed jurisdictions and it may be difficult to obtain swift and equitable enforcement of the laws in the PRC, or to obtain enforcement of a judgment by a court or another jurisdiction.





In particular, on August 8, 2006, six PRC regulatory bodies, including the Ministry of Commerce (MOFCOM) and the China Securities Regulatory Commission (“CSRC”), jointly promulgated the new “Regulations on Foreign Investors Merging with or Acquiring Domestic Enterprises”, which took effect on September 8, 2006 (“2006 M&A Rules”). The 2006 M&A Rules regulate,inter alia , the acquisition of PRC domestic companies by foreign investors.





On September 21, 2006, the CSRC promulgated the “Guidelines on Domestic Enterprises Indirectly Issuing or Listing and Trading their Stocks on Overseas Stock Exchanges” (the “CSRC Guidelines”).




36




Under the 2006 M&A Rules and the CSRC Guidelines, the listing of overseas special purpose vehicles (“SPV”) which are controlled by PRC entities or individuals are subject to the prior approval of the CSRC.





The 2006 M&A Rules and the CSRC Guidelines do not provide any express requirement for an SPV to retroactively obtain CSRC approval where the restructuring steps had been completed prior to September 8, 2006.





Yuan Tai Law Offices, our Legal Adviser on PRC Law, is of the opinion that (i) we have obtained all the necessary governmental approvals from PRC authorities for the restructuring of our subsidiaries prior to September 8, 2006, (ii) we do not need to obtain CSRC approval and (iii) it is not necessary for us to comply retroactively with the requirement of obtaining the prior approval of the CSRC for our public listing in the U.S..





There is no assurance that these PRC authorities will not issue further directives, regulations, clarifications or implementation rules requiring us to obtain further approvals in relation to our public listing in the U.S.





PRC foreign exchange control may limit our ability to utilize our cash effectively and affect our ability to receive dividends and other payments from our PRC subsidiaries.





Our PRC subsidiaries, which are foreign investment entities (“FIEs”), are subject to the PRC rules and regulations on currency conversion. In the PRC, the State Administration of Foreign Exchange (“SAFE”) regulates the conversion of the RMB into foreign currencies. Currently, foreign investment enterprises (including wholly foreign-owned enterprises) are required to apply to the SAFE for “Foreign Exchange Registration Certificates for FIEs”. With such registration certification (which have to be renewed annually), FIEs are allowed to open foreign currency accounts including the “current account” and “capital account”. Currently, transactions within the scope of the "current account" (for example, remittance of foreign currencies for payment of dividends)
can be effected without requiring the approval of the SAFE. However, conversion of currency in the “capital account” (for example, for capital items such as direct investments, loans and securities) still requires the approval of the SAFE. Our PRC operating subsidiary Rixiang has obtained the "Foreign Exchange Registration Certificates for FIEs", which is subject to annual review.





There is no assurance that the PRC regulatory authorities will not impose restrictions on the convertibility of the RMB for FIEs. In 2010, 2009 and 2008, approximately 99.6%, 97.4% and 95.1% of our sales, respectively, was denominated in RMB.  As such, any future restrictions on currency exchanges may limit our ability to utilize funds generated in the PRC to fund any potential business activities outside the PRC or to distribute dividends to our shareholders.





Our subsidiaries, operations and significant assets are located outside the U.S. Shareholders may not be accorded the same rights and protection that would be accorded under the Securities Act. In addition, it could be difficult to enforce a U.S. judgment against our Directors and officers.





Our subsidiaries, operations and assets are mostly located in the PRC. Our subsidiaries are therefore subject to the relevant laws in the PRC. U.S. law may provide shareholders with certain rights and protection which may not have corresponding or similar provisions under the laws of the PRC. As such, investors in our common stock may or may not be accorded the same level of shareholder rights and protection that would be accorded under the Securities Act. In addition, all our current executive directors are non-residents of the U.S. and the assets of these persons are mainly located outside the U.S. As such, there may be difficulty for our shareholders to affect service of process in the U.S., or to enforce a judgment obtained in the U.S. against any of these persons.





We are subject to the PRC's environmental laws and regulations and in the event stricter rules are imposed to protect the environment, we may have to incur higher costs to comply with such rules.





Our production facilities in the PRC are subject to environmental laws and regulations imposed by the PRC authorities,inter alia, in respect of air protection, waste management and water protection. In the event stricter rules are imposed on air protection, waste management and water protection by the PRC authorities, we may have to incur higher costs to comply with such rules. Accordingly, our financial performance may be adversely affected. In addition, we require license for the discharge of pollutants for our operations, which is subject to annual review and renewal. In the event that we fail to renew our license with the relevant authority, our operations and financial performance will be adversely affected.





The outbreak of avian influenza and/or other communicable diseases, if uncontrolled, could affect our financial performance and prospects.





The avian influenza virus is a virus found chiefly in birds, but infections with these viruses can occur in humans. In January of 2004, the first case of the avian influenza was reported in Guangxi, Hunan and Hubei provinces. Later reports also came from Anhui, Liaoning, Shanghai and Guangdong provinces. Since 2003, there have been 37 recorded cases of the avian influenza in the PRC.





Because our operations are carried out through our wholly-owned subsidiaries located in the PRC, the outbreak of avian influenza and/or other communicable diseases, if uncontrolled, can have an adverse effect on business sentiments and environment. In addition, if any of our employees, our customers or our suppliers, is affected by the outbreak of communicable diseases, it can adversely affect, among others, our operations, our customers’ orders and our supply of raw materials. Accordingly, our sales and profitability will be materially and adversely affected.




37




Changes in China’s political or economic situation could harm us and our operating results.





Economic reforms adopted by the Chinese government have had a positive effect on the economic development of the country, but the government could change these economic reforms or any of the legal systems at any time. This could either benefit or damage our operations and profitability. Some of the things that could have this effect are:





·
Level of government involvement in the economy;





·
Control of foreign exchange;





·
Methods of allocating resources;





·
Balance of payments position;





·
International trade restrictions; and





·
International conflict.





The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in many ways. As a result of these differences, we may not develop in the same way or at the same rate as might be expected if the Chinese economy were similar to those of the OECD member countries.





The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. Government action in the future may require us to divest ourselves of any interest we hold in Chinese properties.





China only recently has permitted provincial and local economic autonomy and private economic activities. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to continue to operate in China may be affected by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require
additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.





Accordingly, government actions in the future including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties or joint ventures.





Future inflation in China may inhibit our ability to conduct business in China.





In recent years, the Chinese economy has experienced periods of rapid expansion and highly fluctuating rates of inflation. During the past ten years, the rate of inflation in China has been as high as 20.7% and as low as -2.2%. These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products.





Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.





The majority of our revenues will be settled in Renminbi and U.S. dollars, and any future restrictions on currency exchanged may limit our ability to use revenue generated in Renminbi to fund any future business activities outside China or to make dividend or other payments in the U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the Renminbi for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of Renminbi for capital account items, including direct investment and loans, is
subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the Renminbi.




38




The value of our securities will be affected by the foreign exchange rate between U.S. dollars and Renminbi.





The value of our common stock will be affected by the foreign exchange rate between U.S. dollars and Renminbi, and between those currencies and other currencies in which our sales may be denominated. For example, to the extent that we need to convert U.S. dollars into Renminbi for our operational needs and should the Renminbi appreciate against the U.S. dollar at that time, our financial position, the business of the company, and the price of our common stock may be harmed. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of declaring dividends on our common stock or for other business purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of our earnings from our subsidiaries in China would be reduced.





RISKS RELATED TO THE MARKET FOR OUR STOCK





Pengfei Liu has significant influence over the outcome of matters submitted to Shareholders for approval.





Mr. Liu currently owns approximately 41.6% of our outstanding common stock. As a result, he can exercise significant influence over all matters requiring shareholder approval, including the appointment of our directors and the approval of significant corporate transactions.His ownership and control may also have the effect of delaying or preventing a future change in control, impeding merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.




Our share price may be volatile, which can result in substantial losses for investors who purchase our common stock.





The market price of our common stock may be highly volatile and can fluctuate significantly and rapidly in response to,inter alia, the following factors, some of which are beyond our control:





·
Variations in our operating results;





·
Success or failure of our management team in implementing business and growth strategies;





·
Gain or loss of an important business relationship or adverse financial performance by a significant customer or group of customers;





·
Changes in securities analysts’ recommendations, perceptions or estimates of our financial performance;





·
Changes in conditions affecting the seafood packaging and processing industry, the general economic conditions or stock market sentiments or other events or factors in the PRC;





·
Changes or developments in laws, regulations or taxes in the seafood processing and packaging industry in the PRC;





·
The temporary or permanent loss of our seafood processing and packaging facilities due to casualty, weather or any extended or extraordinary maintenance or inspection that may be required.





·
Changes in market valuations and share prices of companies with similar businesses that may be listed in the U.S. or anywhere else in the world;





·
Additions or departures of key personnel;





·
Fluctuations in stock market prices and volume; or





·
Involvement in litigation.





Additional funds raised through issue of new shares for our future growth will dilute Shareholders’ equity interests.





Although we have identified our expansion plans as avenues to pursue growth in our business, we may also find other opportunities to grow, including acquisitions which cannot be predicted at this juncture. Under such circumstances, we may seek to sell additional equity or debt securities or obtain a credit facility. If new shares placed to new and/or existing shareholders are issued in the future, they may be priced at a discount to the then prevailing market price of our shares trading on the NYSE/AMEX or any other stock exchanges, in which case, existing shareholders' equity interest will be diluted. If we fail to utilize the new equity to generate a commensurate increase in earnings, our earnings per share will be diluted and this could lead to a decline in our share price. Any additional debt financing may,
apart from increasing interest expense and gearing, contain restrictive covenants with respect to dividends, future fund raising exercises and other financial and operational matters.





Negative publicity may adversely affect our share price.





One of our competitive strengths is our established brand name and track record. We have been involved in the production of processes seafood products since commencing our operations in 1994. Our “Mingxiang” brand has been conferred the “Famous Brand” award, and our products have received several other awards such as the “Green Food” award. Please see “Description of Business - Competition”. We have also established a track record in the processed seafood industry which instills confidence in our products and attracts new customers from domestic and overseas markets. Negative publicity involving us, any of our directors or executive officers may adversely affect our stock market price whether or not such negative publicity is justified.




39




Certain provisions of our Amended Articles of Incorporation may make it more difficult for a third party to effect a change in control.





Our Amended Articles of Incorporation authorizes our Board of Directors to issue up to 1,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board of Directors without further action by the stockholders. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a
third party. The ability of our Board of Directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent the stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.





ITEM 1B.
Unresolved Staff Comments





Not applicable.





ITEM 2.
Properties





LAND USE RIGHTS





On November 6, 2009, our subsidiary Mingxiang won the auction for the purchase of the 40-year use right of a land in Shishi City, Fujian. Covering an area of 8,691.4 sq. m., the land is located next to the fishing port and the Registrant’s processing facilities in Shishi City. The fishing port in Shishi is one of the five largest fishing ports in the PRC. The purchase price for the land use right is RMB 15.55 million ($2.28 million)..





As of December 31, 2010, we owned the following land-use rights in Dabao Industrial Zone, Xiangzhi Town, Shishi City, Fujian Province:





Certificate

Reference No.

Location

Use

Date of Expiration

of  Tenure

Land Area

(square meters)

EncumbranceShi Xiang Guo Yong

Dabao Industrial

Industrial

December 31, 2052

3,374.05

Nil(2006)  No. 0005

Zone, XiangzhiTown, Shishi City,Fujian ProvinceShi Di Xiang Guo Yong

Plot II,

Industrial

December 31, 2052

3,638.25

Nil(2007)  No. 0004

Dabao IndustrialZone, XiangzhiTown, Shishi City,Fujian ProvinceShi Di Xiang Guo Yong

Plot III,

Industrial

December 31, 2052

3,955.84

Nil(2007)  No. 0003

Dabao IndustrialZone, XiangzhiTown, Shishi City,Fujian ProvinceShi Di Xiang Guo Yong

Dabao Industrial

Industrial

December 31, 2052

6,721.40

Nil.(2007)  No. 0002

Zone, XiangzhiTown, Shishi City,Fujian Province





BUILDINGS





As at December 31, 2010, we owned the following building ownership rights in Dabao Industrial Zone, Xiangzhi Town, Shishi City, Fujian Province:




40




Reference No.

Location

Use

Date of

Expiry

of Tenure

Land/Floor Area

(square meters)

EncumbranceShi Jian Fang

Quan Zheng

Xiang Zhi Zi

No. 00109

Block A at Plot II

Dabao Industrial

Zone, Xiangzhi Town,

Shishi City,

Production and

packaging

facilities

June 5, 2051

705.60/1,489.60

NilFujian ProvinceShi Jian Fang

Quan Zheng

Xiang Zhi Zi

No. 00110

Block B at Plot II

Dabao Industrial

Zone, Xiangzhi Town,

Shishi City,

Boiler facilities

June 5, 2051

145.38/145.38

NilFujian ProvinceShi Jian Fang

Quan Zheng

Xiang Zhi Zi

No. 00111

Block C at Plot II

Dabao Industrial

Zone, Xiangzhi Town,

Shishi City,

Fujian Province

Production and

cutting/slicing

facilities

June 5, 2051

934.46/1,991.29

NilShi Jian Fang

Quan Zheng

Xiang Zhi Zi

No. 00112

Cold storage facility at

Plot III

Dabao Industrial

Zone, Xiangzhi Town,

Shishi City,

Fujian Province

Cold Storage

June 5, 2051

1,224.84/1,214.16

NilShi Jian Fang

Quan Zheng

Xiang Zhi Zi

No. 00114

Block A at

Daobao Industrial

Zone, Xiangzhi Town,

Shishi City, Fujian

Province

Staff dormitory

June 5, 2051

1,561.17/3,413.79

NilShi Jian Fang

Quan Zheng

Xiang Zhi Zi

No. 00115

Block B at

Daobao Industrial

Zone, Xiangzhi Town,

Shishi City, Fujian

Office

September 28, 2052

942.19/3,268.41

NilProvince





ITEM 3.
Legal Proceedings





From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any pending legal proceedings which involve us or any of our properties or subsidiaries.





PART II.





ITEM 5.         Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities





MARKET INFORMATION





Our common stock is currently quoted on NYSE AMEX and, prior to August 14, 2009, was quoted on OTC Bulletin Board, under the trading symbol CMFO. The CUSIP number is 16943R 106. The following table shows the high and low prices of our common shares on the NYSE AMEX and OTC Bulletin Board for each quarter within the last three fiscal years.




41




High ($)


Low ($)Year Ended December 31, 2010First Quarter


8.63



5.78Second Quarter


6.94



3.07Third Quarter


6.53



3.84Fourth Quarter


7.15



4.85Year Ended December 31, 2009First Quarter


1.73



1.10Second Quarter


3.96



1.62Third Quarter


5.83



3.40Fourth Quarter


8.08



4.09Year Ended December 31, 2008First Quarter


6.00



3.55Second Quarter


6.00



3.15Third Quarter


3.35



2.00Fourth Quarter


2.21



1.45





The above quotations for our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.





HOLDERS





As of February 25, 2011, there were 36 holders of record of our common stock.





RECENT SALES OF UNREGISTERED SECURITIES





On April 20, 2010, the Company entered into an Investor Relations Consulting Agreement with Hayden Communications International, Inc (“HCI”) to provide consulting services for the Company. In connection with such service, the Company agreed to issue 17,500 shares of restricted common stock to HCI. The shares of common stock were valued at $109,725 or $6.27 per share.





DIVIDENDS





Pursuant to a Stock Purchase Agreement with Halter Financial Investments, L.P. dated September 13, 2007, we paid a special cash dividend in the aggregate amount of $392,028, or $0.364 per share, to holders of our common stock outstanding on September 12, 2007.





During the year ended December 31, 2010, the Company’s subsidiary, Xianghe, declared final dividend of $1,313,080 (equivalent to RMB8,901,106) relating to the pre-acquisition result for the fiscal year 2009 to Mr. Qiu and was fully paid in April 2010.





Other than the cash dividend describe above, we have never paid or declared dividends. However, holders of our common stock are entitled to dividends if declared by our Board of Directors out of funds legally available. We do not, however, anticipate the declaration or payment of any dividends in the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy will be subject to the discretion of our Board of Directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions and other factors. Therefore, there can be no assurance that any dividends of any kind will ever be paid.





ITEM 6.
Selected Financial Data





The following tables summarize the consolidated financial data of China Marine for the periods presented. You should read the following financial information together with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to these consolidated financial statements appearing elsewhere herein. The selected consolidated statements of operations data for the financial years ended December 31, 2010; and the selected consolidated balance sheet data as of December 31, 2010 are derived from our consolidated financial statements, which are included elsewhere herein, and have been
audited by BDO China Li Xin Da Hua, an independent registered public accounting firm, as indicated in their report. Whereas the selected consolidated statements of operations data for the financial years ended December 31, 2009 and 2008; and the selected consolidated balance sheet data as of December 31, 2009 are derived from our consolidated financial statements, which are included elsewhere herein, and have been audited by ZYCPA Company Limited, an independent registered public accounting firm, as indicated in their report.




Year Ended December 31,2010


2009


2008(in thousands)Revenue, net

$
122,679


$
69,586


$
48,799Cost of revenues


(85,219
)


(50,456
)


(33,607
)Gross profit


37,460



19,130



15,192Depreciation and amortization


(2,522
)


(80
)


(58
)Sales and marketing expenses


(6,359
)


(609
)


(608
)General and administrative expenses


(3,230
)


(2,276
)


(2,068
)Other income


286



681



647Interest expense


(40
)


(231
)


(319
)Income before income taxes


25,595



16,615



12,786Income tax expense


(4,455
)


(2,051
)


(1,663
)Net income attributable to the Shareholdersof the Company

$
21,140


$
14,564


$
11,123Net income attributable to non-controlling interests


(1
)


-



-Net income attributable to China Marine Food Group Limited


21,139



14,564



11,123Earnings per Share — basic (US$) (1)

$
0.75


$
0.63


$
0.48Earnings per Share — diluted (US$) (2)

$
0.73


$
0.60


$
0.48Weighted average shares outstanding - basic (1)


28,302



23,063



23,011Weighted average shares outstanding - diluted (2)


28,971



24,392



23,011




42




Note:


(1)
Basic earnings per share is computed using the weighted average number of the ordinary shares outstanding during the year.


(2)
Diluted earnings per share is computed using the weighted average number of the ordinary shares and ordinary share equivalents outstanding during the year plus the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.





As at December 31,2010


2009Balance Sheet Data

(in thousands)Cash and cash equivalents

$
15,557


$
7,143Total current assets


74,186



56,406Total assets


123,775



67,895Short-term borrowings


-



4,139Total current liabilities


9,423



8,047Total stockholders’ equity


114,352



59,848





ITEM 7.              Management's Discussion and Analysis or Financial Condition and Results of Operation





Forward Looking Statements





The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ
materially. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.





OVERVIEW





We are a holding company whose primary business operations are conducted through our direct, wholly owned subsidiary, Ocean Technology (China) Company Limited (“Ocean Technology”), and its subsidiaries, Shishi Rixiang Marine Foods Co., Ltd. (“Rixiang”) and Shishi Huabao Mingxiang Foods Co., Ltd. (“Mingxiang”), which are incorporated in the PRC. We engage in the business of processing, distribution and sale of processed seafood products and algae-based beverage products, as well as the sale of marine catch. Our objective is to establish ourselves as a leading producer of processed seafood products in the PRC and overseas markets.





Reverse acquisition and private placement





On November 17, 2007, we completed a reverse acquisition transaction with Ocean Technology through a share exchange with Ocean Technology’s former stockholders.





Pursuant to the Share Exchange Agreement, the former shareholders of Ocean Technology exchanged 100% of their outstanding capital stock in Ocean Technology for approximately 15,624,034 shares of our common stock, or approximately 93.15% our outstanding shares of common stock after the share exchange. In connection with the share exchange, a majority of our shareholders of record as of November 16, 2007 approved a resolution by our Board of Directors to change our name from New Paradigm Productions, Inc. to China Marine Food Group Limited (“China Marine”). The name change became effective on January 9, 2008 upon the filing of a Certificate of Amendment to our Amended Articles of Incorporation with the State of Nevada on the twentieth day following the mailing of a Definitive Information Statement to
our shareholders.




43




Concurrently with the closing of the reverse acquisition on November 17, 2007, we completed a private placement of our securities to certain accredited investors who subscribed for units consisting one share of common stock and a warrant to purchase one-fifth of one share of our common stock. The investors subscribed for aggregate of 6,199,441 shares of our common stock and warrants to purchase an aggregate of 1,239,888 shares of our common stock at $3.214 per unit. The units were offered and sold pursuant to exemptions from registration under the Securities Act, including without limitation, Regulation D and Regulation S promulgated under the Securities Act. Each warrant issued to the investors had a term of three years and was exercisable at any time for a price equal to $4.1782 in cash or on a cashless
exercise basis. All unexercised warrants expired in November 2010.





For accounting purposes, the share exchange transaction was treated as a reverse acquisition with Ocean Technology as the acquirer and China Marine as the acquired party. When we refer herein to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Ocean Technology on a consolidated basis unless the context suggests otherwise.





Sales





We are a seafood producer engaged in the processing, distribution and sale of seafood products and algae-based beverage products, as well as the sale of marine catch. Our two other subsidiaries, Shishi Huabao Mingxiang Foods Co., Ltd. (“Mingxiang”) and Shishi Huabao Jixiang Water Products Co., Ltd. (“Jixiang”) are property holding companies. These two companies operate solely to manage our land use rights and properties, including our production plant, cold storage facility, office tower and staff dormitory. Whereas another subsidiary, Shishi Xianglin Trading Co., Ltd. (“Xianglin”), is a dormant company.





All our land use rights and properties, including production plant, cold storage facility, office tower and staff dormitory, are managed by Mingxiang and Jixiang. All rental income, which is relatively immaterial comparing to our principal revenues from sale of processed seafood products, beverage products and trading of marine catch, is recognized as "Other Income" in our financial statements. In particular, Mingxiang is responsible for the rental income related to the collection on the 31 shop spaces at our factory in Dabao Industrial Zone. The rental contracts are based on 1-year lease term.





Our dried processed seafood products include dried prawns, dried squids, dried file fish, roasted prawns, shredded roasted squids, roasted squids, roasted file fish and other seafood items. Our dried processed seafood is predominantly sold under our registered trademark, the “Mingxiang” brand name. Our brand name has been awarded the “Fujian Famous Brand” award by the Fujian Commerce Authority. Our dried processed seafood products are mainly sold to distributors in Fujian and Zhejiang provinces, who in turn distribute them to major supermarkets and retailers throughout these provinces.





Our frozen processed seafood products included frozen Japanese butter fish, frozen octopus and frozen squid rings. These were sold directly to wholesalers within the PRC and overseas, either through direct export or through export agents. We discontinued sales of frozen processed seafood products in 2009 because management decided to focus on domestic sales of our products and the demand for the frozen processed seafood products was primarily from overseas. We maintain our production line for frozen processed seafood products and may sell the products again in the future.




The raw materials for our processed seafood products are solely purchased from independent fishermen in nearby markets for further processing. We simply buy the marine catch from the suppliers and then sell to the customers on a direct basis. The marine catch is predominantly sold to distributors in Liaoning, Fujian and Shandong provinces, some of whom directly export the marine catch to South Korea, Philippines and Taiwan.




On January 1, 2010, Mingxiang exercised its option to acquire 80% of the registered capital stock (the “Shares”) of Shishi Xianghe Food Science and Technology Co., Ltd. (“Xianghe”) pursuant to the terms of a share purchase agreement dated January 1, 2010.





Xianghe is a Fujian-based manufacturer of the branded Hi-Power algae-based soft drinks. Hi-Power was developed by the Yellow Sea Fisheries Research Institute Chinese Academy of Fishery Sciences in coordination with the founder, Qiu. Hi-Power is marketed as a high-protein content drink, low in calories and fat, which provides the consumers a combination of immune system benefits, improved digestion and reductions in hyperglycemia and hypertension. Hi-Power’s target market focuses on health-conscious consumers in China’s fast-growing beverage market. Xianghe has developed a network of distributors in Fujian, Zhejiang, Guangdong and Hunan which sell Hi-Power to retail food stores, restaurants food supply dealers and the hospitality industry.





Xianghe has an experienced management team and we have combined its management and other employees with additional managers after the acquisition. Xianghe utilizes third party manufacturers to produce the beverages.





Sales of our processed seafood products accounted for approximately 57.4%, 74.8% and 90.9% of our total sales in 2010, 2009 and 2008 respectively. Sales of our marine catch accounted for approximately 21.4%, 25.2% and 9.1% of our total sales in 2010, 2009 and 2008 respectively. Sales of our algae-based beverage products accounted for approximately 21.2% of our total sales in 2010. We expect the sales of our algae-based beverage products will remain strong in the coming years given our continuous expansion into untapped areas and contribution over the related sales and marketing campaigns since our acquisition at the beginning of 2010.





A detailed breakdown of our sales by major geographical markets is set out in the section “Results of Operations” herein.




44




Factors that can affect our sales are as follows:





·
The level of sales is dependent on the supply of raw materials on a timely basis. Raw material costs accounted for approximately 75.4%, 74.4% and 77.9% of our total cost of revenue of processed seafood products in year 2010, 2009 and 2008 respectively. The availability of these raw materials could be affected by a large number of factors, including, inter alia, the availability of fish stock, weather conditions, government policies and regulations where such fishing is carried out, the stability of supplies from fishermen and pressure from environmental or animal rights groups.





·
Specifically, fishing activities in waters around the PRC are restricted in June and July each year to ensure sustainable aquatic resources. As such, some of our suppliers such as fishermen are restricted from fishing during this period due to the restrictions against fishing along the Taiwan Strait imposed by the PRC’s Ministry of Agriculture. There is no assurance that the PRC government may not impose more stringent fishing regulations, including but not limited to longer or more frequent periods that restrict fishing.





·
Any shortage in the supply of or increase in the prices of the raw materials for our processed seafood and algae-based beverage products will adversely affect our sales.





·
Our ability to maintain existing accreditations such as HACCP, ISO9001:2000, ISO14001:2004 and the EU Export Certification accreditations will affect our ability to maintain our presence in our existing market and to expand into new market territories.





·
Our ability to price our products competitively against existing competitors and new market entrants by achieving economies of scale.





·
Our ability to build on our established track record and reputation as a supplier of high quality processed seafood products and capability to deliver products in a timely manner.





·
Our ability to maintain existing business relationships and to secure new customers, which may be affected by the general economic or political conditions in our local and overseas markets.





·
Our ability to introduce new products to capture a wider group of consumers and to cater to different and changing consumers’ preferences.





·
Our purchase of the beverage business involves the risk of entering into a new business and depending on prior management of the business purchased.





·
Our ability to respond successfully to changes in the highly competitive beverage marketplace domestically and internationally.





Please refer to the section “Risk Factors” herein for further information on other factors that may affect our revenue.





Production facilities and employees




Our production facilities are located at Dabao Industrial Zone, Xiangzhi Town, Shishi City, Fujian Province, the PRC. We have four production lines for the processing of dried processed seafood products: roasted file fish, roasted prawns, shredded roasted squid and roasted squids, and one production line for the processing of frozen seafood products.





As at December 31, 2010, we employed 972 employees.





Seasonality





We do not experience any significant seasonality in relation to sales for our processed seafood and algae-based beverage products. However, sales for our processed seafood products are usually higher before and during the Chinese New Year and lower during summer time. As for the trading of marine catch, sales may be lower in June and July due to the reduced supplies as a result of the restriction on fishing in the Taiwan Strait during these two months. Sales for our algae-based beverage products are expected to be higher before and during the Chinese New Year and during summer time.





NEW BUSINESS DEVELOPMENT




Acquisition of land for development of cold storage facilities





On November 6, 2009, we won the auction for the purchase of the 40-year use right of a land in Shishi City, Fujian. Covering an area of 8,691.4 square meters, the land is located next to the fishing port and our production facilities in the same city. The purchase price for the land use right is $2.3 million which has been fully paid as of December 31, 2009.




45




In September, 2010, we began to build cold storage facilities on the land with a capacity of approximately 20,000 tons, to take advantage of its proximity to the port where we obtain fresh marine catch to be processed into seafood products. We are financing the total estimated $20.0 million in land use rights and construction costs from funds generated by operations and the facilities are expected to be operational in the second half of 2011. Subsequent to full settlement of the land cost, a formal agreement with the local land and resources department was executed on December 30, 2009. We have paid approximately $11.6 million in relation to the construction costs as at December 31, 2010 so as to secure the overall construction costs associated with the cold storage facilities.





We intend to provide high standard, modernized cold storage, freezing and ice making services to the port area through the exclusive cold storage facilities. We may utilize certain cold storage spaces on our own going forward which will not only help to reduce storage costs but also expect to improve margins for our current seafood segments as a result of bulk purchases at favorable prices.





Acquisition of branded algae-based beverage company





On November 27, 2009, we entered into a Credit or Share Purchase Option Agreement (the “Option Agreement”) with Qiu Shang Jing (“Qiu”) and Shishi Xianghe Food Science and Technology Co., Ltd. (“Xianghe”). Under the Option Agreement, we loaned Xianghe approximately $26.4 million to be used for working capital purposes, of which the maturity date was January 26, 2010. In consideration for the loan, we received the option to buy shares representing eighty percent (80%) of Xianghe (the “Shares”) from its sole shareholder, Qiu. We funded the loan from the currently available cash of the Group.





On January 1, 2010, we exercised the option to acquire the Shares pursuant to the terms of a Share Purchase Agreement (the “Purchase Agreement”). The Shares were purchased from Qiu and the purchase price for the Shares was approximately $27.8 million, paid as follows:





(i)
Approximately $26.4 million, which Xianghe owed to us, was transferred to be the consideration for the purchase of the Shares of Xianghe which we shall pay to Qiu.





(ii)
Approximately $1.4 million shall be paid by us to Qiu within 30 days after completion of the audit report of Xianghe for the year ended December 31, 2009, which was then fully settled.





The Purchase Agreement grants us a right of first refusal to purchase the 20% of the registered capital stock of Xianghe retained by Qiu for a maximum price of approximately $7.0 million if Qiu intends to sell his shares. The Purchase Agreement also provides that if Xianghe has any funding requirement from the shareholders, we and Qiu shall provide the capital into Xianghe on a pro rata basis according to respective shareholdings.





Xianghe has an experienced management team and we have combined its management and other employees with additional managers after the acquisition. Xianghe utilizes third party manufacturers to produce the beverages.





Completion of $30,000,000 financing through registered direct offering of common stock on January 25, 2010





On January 25, 2010, the Company closed the financing to sell 4,615,388 shares of common stock at a price of $6.50 per share. Net proceeds, after underwriting discounts and commissions and before offering expenses payable by the Company, were approximately $28,500,000. In connection with the registered direct offering, the Company also issued 177,000 shares of common stock to a consultant for the provision of financial advisory service rendered in this registered direct offering. The fair value of this stock issuance was determined at a price of $6.50 per share based on the market price of the shares on the grant date and recorded in additional paid-in capital.





The Company has used  the net proceeds from this offering for working capital and general corporate purposes. The shares were sold under the Company's previously filed shelf registration statement that was declared effective by the Securities and Exchange Commission on December 23, 2009. Global Hunter Securities LLC and Brean Murray Carret & Co., LLC acted as co-lead placement agents and joint book-running managers in the transaction.





As of February 25, 2010, the number of authorized and outstanding shares of the Company’s common stock was 100,000,000 and 28,977,976 shares, respectively.





RESULTS OF OPERATIONS





We derive our sales from the sales of processed seafood products, marine catch and algae-based beverage products, the breakdown of our sales and gross profit by product, as well as by geographical location of our customers for the years ended December 31, 2010, 2009 and 2008 are set out below:




46




Breakdown of our past performance by principal products and geographical regions





Sales by product





Year Ended December 31,2010


2009


2008US$’000


%


US$’000


%


US$’000


%Processed seafood products


70,467



57.4



52,049



74.8



44,370



90.9Marine catch


26,194



21.4



17,537



25.2



4,429



9.1Algae-based beverage products


26,018



21.2



-



-



-



-Total


122,679



100.0



69,586



100.0



48,799



100.0





Sales by geographical region





Year Ended December 31, 2010Processed seafood

products


Marine catch


Algae-based beverage

products


TotalUS$’000


%


US$’000


%


US$’000


%


US$’000


%PRCShandong


6,040



8.6



-



-



-



-



6,040



4.9Zhejiang


30,870



43.8



-



-



141



0.5



31,011



25.3Fujian


23,372



33.2



15,982



61.0



24,329



93.5



63,683



51.9Guangdong/ Shenzhen


4,478



6.3



-



-



1,042



4.0



5,520



4.5Jiangsu/ Shanghai


3,939



5.6



-



-



-



-



3,939



3.2Sichuan/ Chongqing


1,761



2.5



-



-



460



1.8



2,221



1.8Others (1)


7



0.0



9,741



37.2



46



0.2



9,794



8.0Total PRC (2)


70,467



100.0



25,723



98.2



26,018



100.0



122,208



99.6Asia (3)


-



-



471



1.8



-



-



471



0.4Total


70,467



100.0



26,194



100.0



26,018



100.0



122,679



100.0





Year Ended December 31, 2009Processed seafood

products


Marine catch


Algae-based beverage

products


TotalUS$’000


%


US$’000


%


US$’000


%


US$’000


%PRCShandong


3,281



6.3



490



2.8



-



-



3,771



5.4Zhejiang


24,360



46.8



-



-



-



-



24,360



35.0Fujian


15,862



30.5



3,523



20.1



-



-



19,385



27.9Guangdong/ Shenzhen


3,852



7.4



-



-



-



-



3,852



5.5Jiangsu/ Shanghai


3,826



7.3



-



-



-



-



3,826



5.5Sichuan/ Chongqing


867



1.7



-



-



-



-



867



1.2Others (1)


1



0.0



11,727



66.9



-



-



11,728



16.9Total PRC (2)


52,049



100.0



15,740



89.8



-



-



67,789



97.4Asia (3)


-



-



1,797



10.2



-



-



1,797



2.6Total


52,049



100.0



17,537



100.0



-



-



69,586



100.0





Year Ended December 31, 2008Processed seafood

products


Marine catch


Algae-based beverage

products


TotalUS$’000


%


US$’000


%


US$’000


%


US$’000


%PRCShandong


3,077



6.9



1,229



27.7



-



-



4,306



8.8Zhejiang


22,342



50.4



-



-



-



-



22,342



45.8Fujian


13,488



30.4



1,112



25.1



-



-



14,600



29.9Guangdong/ Shenzhen


1,805



4.1



-



-



-



-



1,805



3.7Jiangsu/ Shanghai


1,699



3.8



-



-



-



-



1,699



3.5Sichuan/ Chongqing


-



-



-



-



-



-



-



-Others (1)


-



-



1,650



37.3



-



-



1,650



3.4Total PRC (2)


42,411



95.6



3,991



90.1



-



-



46,402



95.1Asia (3)


1,959



4.4



438



9.9



-



-



2,397



4.9Total


44,370



100.0



4,429



100.0



-



-



48,799



100.0




47




Notes:





(1)
Sales to PRC Others mainly relate to the trading of marine catch transacted in Liaoning province.


(2)
Sales to PRC include sales to local PRC distributors who in turn sell our products to Taiwan, Japan and South Korea. Such sales amounted to $0.4 million, $4.0 million and $2.3 million in year 2010, 2009 and 2008 respectively.


(3)
Sales to Asia mainly relate to exports to Japan, Philippines and Papua New Guinea.





Year 2010 compared to Year 2009, and Year 2009 compared to Year 2008





Sales





Our revenue increased by approximately $53.1 million or 76.3% from $69.6 million in 2009 to $122.7 million in 2010. The increase in revenue was due to the continued growth both in sales of our processed seafood products and marine catch segment, and the remarkable contribution from the newly acquired algae-based beverage business. Sales of our processed seafood products increased by $18.4 million or 35.4%, whereas sales of our marine catch segment increased by $8.7 million or 49.4%. Sales of algae-based beverage products were $26.0 million for the fiscal year ended December 31, 2010.





Comparing results in 2008 and 2009, our revenue increased by approximately $20.8 million or 42.6% from $48.8 million in 2008 to $69.6 million 2009. Sales of our processed seafood products increased by $7.7 million or 17.3%, whereas sales of our marine catch segment increased by $13.1 million or over three-fold.





The processed seafood products operations continued to be the growth driver for us as our products continue to gain market acceptance, particularly in Fujian and Zhejiang provinces. The higher sales in the processed seafood products segment were mainly due to our continued sales and marketing efforts in these two provinces. Accordingly, the number of sales staff has further increased from 23 in 2008 to 52 as at December 31, 2010.





Since we recognize that the processed seafood and algae-based beverage segments have significant growth potential and attractive profit margins, we will continue to focus our resources on these two segments.





2010 was the first year for recognition of the sales of our algae-based beverage products since the acquisition in January 2010. Given our continuous contribution to the related sales and marketing campaigns and our expansion plan into more untapped areas, we expect the sales of our beverage segment to remain strong in the coming years. Accordingly, the number of sales staff has increased significantly since January 1, 2010 from 23 to a staff of 151, as of December 31, 2010.





Cost of revenue





Our cost of revenue comprises the cost of our processed seafood operations and the cost of our marine catch, as well as the cost of our algae-based beverage products. The breakdown is as follows:





Year Ended December 31,US$ ’000

2010


2009


2008Processed seafood products


46,141



34,721



29,617Marine catch


23,730



15,735



3,990Algae-based beverage products


15,348



-



-Total


85,219



50,456



33,607





Cost of revenue – Processed seafood products




Our cost of revenue comprises mainly raw materials, packaging materials, direct labor and manufacturing overhead. The following table sets out details of our cost of revenue:




Year Ended December 31,2010


2009


2008US$’000


%


US$’000


%


US$’000


%Raw materials


34,803



75.4



25,822



74.4



23,070



77.9Packaging materials


5,926



12.9



4,444



12.8



2,982



10.1Direct labor


2,394



5.2



1,987



5.7



1,526



5.1Manufacturing overhead


3,018



6.5



2,468



7.1



2,039



6.9Total


46,141



100.0



34,721



100.0



29,617



100.0




48




Raw materials





Raw materials comprise mainly seafood such as fish, prawns and squids. We use seafood which are fished from the open sea and not bred through aquaculture. The costs of these raw materials are dependent on the prevailing market prices, which are relatively stable as there is a stable and abundant supply from the existing market. We are located close to the Xiangzhi (Shishi) fishing port, which is one of the largest fishing ports in Fujian province, and one of the state-level fishing port centres.





We believe our strategic location allows us to have up-to-date information on the market price of our raw materials and this has allowed us to purchase our raw materials at the best available price. Our proximity to our suppliers has also allowed us to have fresh supplies of raw materials and this has enabled us to ensure freshness and quality in our finished products. The proximity has also enabled us to reduce raw material transportation costs and lead-time to obtain our supplies.





Raw material costs accounted for approximately 75.4%, 74.4% and 77.9% of our cost of revenue in year 2010, 2009 and 2008 respectively. The percentage of raw materials cost as a proportion of the total cost of revenue is affected by the product mix for the relevant financial year and the market price of the raw materials. We mitigate the fluctuation in pricing by bulk purchasing and stock management. We are able to stock up our raw materials when prices are lower, as we have our own cold storage facility and we can also utilize other nearby facilities for storage when needs arise. This will ensure a steady supply of raw materials for the processing of seafood products throughout the year.





The increase in raw material costs for the years under review was mainly due to the increased production and sales of processed seafood products, whereas direct labor and manufacturing overhead are relatively considered as invariable cost factors comparing to raw materials and packaging materials.





Packaging materials





Packaging materials accounted for approximately 12.9%, 12.8% and 10.1% of our cost of revenue in year 2010, 2009 and 2008 respectively.





The increase in packaging material costs for the years under review was mainly due to the increased production and sales of processed seafood products. We have experienced a mild price increase in packaging materials since late 2008 due to inflation and use of individual packages for some of our new products but believe that it will not bring material impact on the overall gross profit margin going forward because we will continue to enjoy economies of scale in material costs along with the increase in production volume.





Direct labor





Direct labor costs accounted for 5.1% to 5.7% of our cost of revenue for the years under review. Direct labor includes mainly salaries and wages paid to employees who are involved in the production process. Direct labor costs are dependent on factors such as production volume, number of employees, wage rate and applicable government regulations (including minimum wage requirements, statutory welfare and insurance fund contributions). The fluctuation in the direct labor costs as a percentage of costs of sales is dependent on the degree of processing required for the end products. The increase in our production scale over the past few years has enabled us to enjoy economies of scale and higher productivity through job specialization and training.




The total headcount for processed seafood segment as at December 31, 2010 has increased to 682 from 540 as at the end of 2008. The increase was mainly due to the increase in number of production headcount due to increased scale of production along the years.





Manufacturing overhead





Manufacturing overhead comprises depreciation, water, electricity and other fuel costs which are used directly in the production of finished goods.





The increase in manufacturing overhead for the years under review was mainly due to the increased scale of production and the expansion of production facilities along the years.





Cost of revenue - Marine catch





Year Ended December 31,2010


2009


2008US$’000


%


US$’000


%


US$’000


%Raw materials


23,339



98.4



15,287



97.2



3,642



91.3Other expenses


391



1.6



448



2.8



348



8.7Total


23,730



100.0



15,735



100.0



3,990



100.0




49




Raw materials





We buy the marine catch from the suppliers and then sell to the customers on a direct basis. The marine catch is predominantly sold to distributors in Liaoning, Fujian and Shandong provinces, some of whom directly export the marine catch to South Korea and Taiwan.





The increase in raw material costs for the years under review was mainly in line with the corresponding increased sales of trading materials.





Other expenses





Other expenses mainly relate to the costs of packaging materials and ice required to keep the freshness of the marine catch.





Cost of revenue - Algae-based beverage products





Our cost of revenue comprises mainly raw materials, packaging materials and manufacturing overhead. The following table sets out details of our cost of revenue:




Year Ended December 31,2010


2009


2008US$’000


%


US$’000


%


US$’000


%Raw materials


2,585



16.8



-



-



-



-Packaging materials


10,174



66.3



-



-



-



-Manufacturing overhead


2,589



16.9



-



-



-



-Total


15,348



100.0



-



-



-



-





Raw materials




Raw materials comprise mainly the algae extracts and other beverage ingredients such as herbal powder and sugar. The costs of these raw materials are dependent on the prevailing market prices, which are relatively stable as there is a stable and abundant supply from the existing market.




Raw material costs accounted for approximately 16.8% of our cost of revenue for the year ended December 31, 2010. The percentage of raw materials cost as a proportion of the total cost of revenue is affected by the product mix for the relevant financial year and the market price of the raw materials.




Packaging materials





Packaging materials comprise aluminium and iron foils, which are used to produce the cans, and paper boxes. The costs of these raw materials are dependent on the prevailing market prices, which are relatively stable as there is a stable and abundant supply from the existing market.





Packaging materials accounted for approximately 66.3% of our cost of revenue for the year ended December 31, 2010. The percentage of packaging materials cost as a proportion of the total cost of revenue is affected by the product mix for the relevant financial year and the market price of the packaging materials.





Manufacturing overhead





We utilize third party manufacturers to produce our algae-based beverage products. Manufacturing costs are charged based on the production volume. We are going to use a number of manufacturers going forward so as to mitigate the concentration risks.





Gross profit by product





Year Ended December 31,2010


2009


2008US$’000


%


US$’000


%


US$’000


%Processed seafood products


24,326



64.9



17,328



90.6



14,753



97.1Marine catch


2,464



6.6



1,802



9.4



439



2.9Algae-based beverage products


10,670



28.5



-



-



-



-Total


37,460



100.0



19,130



100.0



15,192



100.0




50




Gross profit margin by profit





Year Ended December 31,2010


2009


2008%


%


%Processed seafood products


34.5



33.3



33.2Marine catch


9.4



10.3



9.9Algae-based beverage products


41.0



-



-Total


30.5



27.5



31.1





Gross profit





Gross profit grew by 95.8% or $18.3 million, from $19.1 million in 2009 to $37.5 million in 2010. Gross profit margin increased by 3.0% from 27.5% in 2009 to 30.5% in 2010. Gross profit margin for the processed seafood products operations improved from 33.3% in 2009 to 34.5% this year, whereas gross profit margin for the marine catch segment dropped from 10.3% to 9.4% for the same years. The improvement of gross profit margin for the processed seafood segment was mainly due to the price adjustment of our product lines, which took place in the second quarter of 2010. Gross profit margin for the newly acquired beverage products was 41.0% for the fiscal year ended December 31, 2010.





Gross profit grew by 25.9% or $3.9 million, from $15.2 million in 2008 to $19.1 million in 2009. Gross profit margin dropped by 3.6% from 31.1% in 2008 to 27.5% in 2009. Gross profit margin for the processed seafood products operations remained stable at 33.3% in 2009 compared to 33.2% in 2008, whereas gross profit margin for the marine catch segment increased from 9.9% to 10.3% for the same years under review.





The increase in overall gross profit was largely attributable to the significant increase in sales of processed seafood products and the newly acquired beverage products, which the gross profit margin is much higher than that of processed seafood and match catch segments.





Depreciation and amortization





Depreciation and amortization accounted for approximately 2.1%, 0.1% and 0.1% of our total revenue in year 2010, 2009 and 2008 respectively. The increase in depreciation and amortization was mainly attributable to the amortization of intangible assets associated with the acquisition of the beverage business declared effective at the beginning of 2010. The algae-based beverage know-how is amortized over its estimated useful life of 10 years, on a straight-line basis, at a yearly amortization charge of approximately $2.4 million.





Sales and marketing expenses





Our sales and marketing expenses comprise mainly salaries of sales and marketing staff, investor relations fees, advertisement and costs for participating in exhibitions.





Our sales and marketing expenses accounted for approximately 5.2%, 0.9% and 1.2% of our total revenue in year 2010, 2009 and 2008 respectively. The increase in the sales and marketing expenses in 2010 was mainly due to the increase of advertising and promotional costs so as to strengthen brand position and improve market awareness in both existing and new markets and cope with the marketing strategies associated with the newly acquired beverage products. Accordingly, the number of sales staff has further increased from 24 in 2009 to 203 as at December 31, 2010, of which 151 were related to the beverage products segment.





General and administrative expenses





Our general and administrative expenses comprise mainly salaries and staff benefits for employees, legal and professional fees, research and development costs, traveling and entertainment expenses.





Our general and administrative expenses accounted for approximately 2.6%, 3.3% and 4.2% of our total revenue in year 2010, 2009 and 2008 respectively.





The increase in the general and administrative expenses from 2008 to 2009 was mainly attributable by the higher R&D costs, including staff and testing material costs, for development of new products during the year, the higher legal and professional fees being incurred since uplifting to AMEX, the higher payroll costs as a result of building up a strong management team so as to cope with the expanding operations and the increase in bad debt provision due to the higher accounts receivable yearend balance, which was partially offset by the decrease in losses on disposal or replacement of fixed assets in 2009.




51




Whereas the increase in the general and administrative expenses from 2009 to 2010 was mainly attributable by the higher payroll costs and traveling and entertainment expenses which were consistent with the business growth from the current and newly acquired operations, the higher legal and professional fees including upgrading of auditors and the increase in bad debt provision due to the higher accounts receivable yearend balance.





Other income





Other income relates mainly to rental income, government subsidies and interest income.





Rental income relates to the collection of rent on the 35 shop spaces at our factory in Dabao Industrial Zone. The rental contracts are based on a one year lease term. The government subsidies mainly relates to grants by the Ministry of Science and Technology for the development of high-value seafood products with the use of low-value raw materials and grants by Shishi City Municipal People's Government for the awards of National High and New Technology Enterprise. Interest income is earned from cash balances with banks as a result of operational cash inflow and net proceeds from the private placement and registered direct offering of common stock which took place in November 2007 and January 2010, respectively.





Interest expense





Our interest expense relates to interest costs incurred on the various short-term bank borrowings taken by us for working capital requirements. Our interest expense accounted for approximately 0.03%, 0.3% and 0.7% of our total revenue in year 2010, 2009 and 2008 respectively. We have repaid all short-term bank borrowings during the first quarter of 2010.





Income before income tax





Our income before income tax increased by $9.0 million or 54.0%, from $16.6 million in 2009 to $25.6 million in 2010. The increase was mainly due to the combined effects of the increase in sales of 76.3% and improved gross profit margin by 3.0%, which was partially offset by the increase in depreciation and amortization, the sales and marketing expenses and the general and administrative expenses, as a result of the factors described above.





Likewise, our income before income tax increased by $3.8 million or 29.9%, from $12.8 million in 2008 to $16.6 million in 2009. The increase was mainly due to the combined effects of the increase in sales of 42.6% and deteriorated gross profit margin by 3.6 percentage point, which was partially offset by the increase in the general and administrative expenses, as a result of the factors described above.





Income tax expense





Our profit is subject to the prevailing tax rate applicable to the respective jurisdictions in which we operate.





According to the Income Tax Law of the PRC for Enterprises with Foreign Investment and Foreign Enterprises, foreign investment enterprises (“FIE”) engaged in production established in coastal economic open zones or in the old urban districts of cities where the special economic zones or the economic and technological development zones are located may pay income taxes at a reduced rate of 24%. In addition, foreign investment enterprises engaged in production having a period of operation of not less than 10 years shall be exempted from income tax for the first 2 profit-making years and a 50% reduction in the income tax payable for the next 3 years.





In March 2007, the Chinese government enacted the Corporate Income Tax Law, and promulgated related regulations, which were effective January 1, 2008. The Corporate Income Tax Law, among other things, imposes a unified income tax rate of 25% for both domestic and foreign invested enterprises. For enterprises engaged in production established in coastal economic open zones or in the old urban districts of cities where the special economic zones or the economic and technological development zones enjoy a favorable tax rate of 24%, the income tax rate will change to 25% with effective from January 1, 2008. However, the new provision allows these enterprises to continue to enjoy their unexpired tax holiday under the previous income tax laws and rules.




Xianghe and Xianglin are approved as a domestic enterprise. Rixiang, Jixiang and Mingxiang are approved as a foreign investment enterprise and are entitled to, starting from the first profitable year, a two-year exemption from corporate income tax and a 50%-reduction in its preferential corporate income tax rate of 24% for the following three years ("Tax Holiday"). Such Tax Holiday of Rixiang, Jixiang and Mingxiang  expired on December 31, 2009. The higher effective tax rate for the period under review was mainly due to the expiry of the Tax Holiday.





Mingxiang received a notice of recognition as an enterprise of new and high technology in 2009, which was jointly issued by The Science and Technology Department of Fujian, The Finance Department of Fujian, The State Tax Bureau of Fujian and The Local Taxation Bureau of Fujian for the Company engaged in advanced food processing technologies for the Fujian Province. As a new and high technology company, Mingxiang is qualified for a reduced tax rate of 15% on its assessable income for the period of three years, through 2012.




52




REVIEW OF FINANCIAL POSITION





Current assets





As at December 31, 2009, our current assets amounted to $56.4 million, representing 83.1% of our total assets of $67.9 million. It was comprised of cash and cash equivalents of $7.1 million, accounts receivable of $18.8 million, inventories of $3.9 million, note receivable of $26.4 million, and other receivables and prepayments of $0.2 million.





As at December 31, 2010, our current assets increased to $74.2 million, representing 59.9% of our total assets of $123.8 million. Current assets were consisted of cash and cash equivalents of $15.6 million, accounts receivable of $48.5 million, inventories of $10.0 million and other receivables and prepayments of $0.1 million.





The increase in cash and cash equivalents as at December 31, 2010 was mainly due to the proceeds from the registered direct offering that was consummated in January 2010, which was partially offset by the operating cash outflow due to increased accounts receivable and inventories, and the addition of fixed assets and construction in progress during the year.





Accounts receivable were mainly represented by amounts due from distributors and wholesalers. Our Company usually extended unsecured credit period to long established customers up to 3 months. Since our practice is to perform constant credit checks and pursue the past due accounts proactively, there was no material uncollectible debts identified in the past. Increase in accounts receivable was mainly in line with the increase in sales volume during the years under review and the extension of credit period to our major customers so as to cope with the current market practice.





Inventories were mainly related to work-in-progress comprising mainly frozen prawns, fish and squids which would be used for the production and processing of dried and frozen products. Our inventories also included some finished goods, raw materials and packaging materials.





Non-current assets





As at December 31, 2010, our non-current assets amounted to $49.6 million and accounted for approximately 40.1% of our total assets. Our non-current assets comprised mainly property, plant and equipment of $8.8 million, land use rights of $3.0 million, and construction in progress of $13.4 million.





As at December 31, 2010, our property, plant and equipment amounting to $8.8 million were made up mainly of buildings amounting to $6.3 million and plant and machinery amounting to $1.9 million. Buildings related to our production plant, cold room, office buildings and workers’ dormitories. Plant and machinery related mainly to our production lines, freezing machines, roasting and drying machines. The remaining $0.6 million related to office equipment and motor vehicles.





In  2009, we purchased a piece of land next to the fishing port in Shishi and are building cold storage facilities on the land with a capacity of approximately 20,000 tons. The facilities are expected to be operational in the second half of 2011 and therefore the associated construction costs are being recognized as construction in progress as at December 31, 2010.





Current liabilities





As at December 31, 2009, our current liabilities of $8.0 million comprised short-term bank loans of $4.1 million, accounts payable of $0.9 million, amount due to a shareholder of $0.1 million, income tax payable of $0.6 million and other payables of $2.3 million.





Our current liabilities of $9.4 million as at December 31, 2010 comprised accounts payable of $3.8 million, amount due to a shareholder of $0.3 million, income tax payable of $0.5 million and other payables of $4.8 million.





The short-term bank loans were used for our working capital requirements. The weighted average effective interest rate on the borrowing is about 5.31% per annum in 2010 and 2009.





Regarding the accounts payable, the related turnover day was about a week due to the short credit period allowed by the fishermen which was consistent with the market practice.





The amount due to a shareholder was unsecured, interest free and with no fixed terms of repayment.





Stockholders’ equity





As at December 31, 2009, our stockholders’ equity amounted to $59.8 million and comprised additional paid-in capital of $16.9 million, statutory reserve of $5.6 million, accumulated other comprehensive income of $3.6 million and retained earnings of $33.7 million.





Our stockholders’ equity of $114.4 million as at December 31, 2010 consisted of  additional paid-in capital of $47.4 million, statutory reserve of $9.3 million, accumulated other comprehensive income of $7.4 million, retained earnings of $49.9 million and non-controlling interests of $0.4 million.




53




Statutory reserve is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation. Under the PRC law, appropriation to the statutory reserve should be at least 10% of the after-tax net income until the reserve is equal to 50% of the registered capital. We appropriated about 15% of our after-tax net income to the reserve on a yearly basis.





During the year ended December 31, 2010, the Company’s subsidiary, Xianghe, declared a dividend of $1.3 million relating to the pre-acquisition result for the fiscal year 2009 to a non-controlling stockholder.





We did not distribute any dividends both in 2010 and 2009 apart from the above.





LIQUIDITY AND CAPITAL RESOURCES





Our operations are funded through a combination of stockholders’ equity, borrowings and internally generated funds from our operations. Our cash and cash equivalents as at December 31, 2010 amounted to approximately $15.6 million, without any short-term bank loans after the full repayment during the first quarter of 2010.





A summary of our cash flows for 2010, 2009 and 2008 is as follows:





Year Ended December 31,US$’000

2010


2009


2008Net cash (used in) provided by operating activities


(6,257
)


5,668



6,000Net cash used in investing activities


(12,760
)


(30,022
)


(4,179
)Net cash provided by (used in) financing activities


24,836



(251
)


3,364Net change in cash and cash equivalents


5,819



(24,605
)


5,185Foreign currency translation adjustment


2,595



108



1,978Cash and cash equivalents at the beginning of the year


7,143



31,640



24,477Cash and cash equivalents at the end of the year


15,557



7,143



31,640





Year 2010





Net cash used in operating activities





In 2010, our net cash used in operating activities amounted to approximately $6.3 million. The major source of cash inflow from operating activities was from net income of $21.1 million. Changes in operating assets and liabilities included cash outflow resulting from increase in accounts receivable of $29.8 million and inventories of $6.1 million. This was partially offset by cash inflow from cash received from increase in accounts payable of $2.9 million and other payables of $2.5 million.





Increase in accounts receivable was mainly due to the extension of credit period to our major customers so as to cope with the current market practice and the block sales of marine catch trading materials in December 2010, which is expected to be collected during the first quarter of 2011.




Our trade receivables turnover days were approximately 71, 64 and 34 days in 2010, 2009 and 2008, respectively. Our allowances for doubtful trade receivables as at December 31, 2010, 2009 and 2008 were approximately $244,000, $95,000 and $24,000, respectively; and at about 0.5% of our gross trade receivables.




Net cash used in investing activities





In 2010, our net cash used in investing activities was approximately $12.8 million, which was mainly attributable to addition of fixed assets of $0.2 million and construction in progress of $13.4 million for the development of the cold storage facilities, partially offset by the acquisition of a subsidiary of $1.0 million.





Net cash provided by financing activities





In 2010, our cash provided by financing activities was approximately $24.8 million. The increase was mainly attributable to the net proceeds of $28.3 million from the registered direct offering of common stock taken place in January 2010 and the proceeds from cash exercise of warrants of $1.9 million, partially offset by the repayment of short-term bank loans during the first quarter of 2010 of $4.1 million and dividend paid related to the pre-acquisition result for the fiscal year 2009 to a non-controlling stockholder of a subsidiary amounting to $1.3 million.





Year 2009





Net cash provided by operating activities





In 2009, our net cash provided by operating activities amounted to approximately $5.7 million. The major source of cash inflow from operating activities was from our  net income of $14.6 million. Changes in operating assets and liabilities included cash outflow resulting from increase in accounts receivable of $14.0 million as a result of increase in sales volume and extension of credit period to major customers. This was partially offset by cash inflow from decrease in inventories of 2.8 million.




54




Net cash used in investing activities





In 2009, our net cash used in investing activities was approximately $30.0 million which was mainly attributable to the increase in note receivable of $26.4 million related to the convertible loan due from the acquisition target company, and the increase in prepayment for land use right of $2.3 million due to the land cost for development of cold storage facilities as well as the addition of fixed assets and the transfer from construction in progress for the development of new processing plant and the associated machineries. In this connection, our production capacity has been doubled by the third quarter end of 2009.





Net cash used in financing activities





In 2009, our cash used in financing activities was approximately $0.3 million. This comprised a combined effect of repayment of bank loans and amount due to a shareholder of $0.2 million and $0.1 million respectively.





Year 2008





Net cash provided by operating activities





Our net cash provided by operating activities in 2008 amounted to approximately $6.0 million, which was a decrease of $0.7 million when comparing to net cash provided by operating activities in 2007. The decrease was mainly attributable to the increase in the inventories of $5.5 million in 2008, partially offset by the higher net income earned in the same year and the significant increase of accounts receivable recorded in 2007.





We purchased much more raw materials in 2008 and a significant portion of the raw materials accounting for $5.3 million, were sold in the market when prices increased.





Net cash used in investing activities





In 2008, our net cash used in investing activities was approximately $4.2 million which was attributable to the addition of fixed assets and construction in progress at about $4.2 million in total, mainly for the development of new processing plant, the associated machineries and staff quarter. In this connection, our production capacity has been increased by 50% in the fourth quarter of 2008.





Net cash provided by financing activities





Our net cash provided by financing activities was approximately $3.4 million in 2008, which was a decrease of $4.6 million when comparing to net cash provided by financing activities in 2007. The decrease was mainly due to the increase in additional paid-in capital of $15.9 million which was raised from the transaction of reverse acquisition and private placement taken place in November 2007, and was partially offset by the dividend being paid of $4.6 million and net repayment of bank loans of $3.0 million in 2007.





Capital resources





We believe that after taking into account of our cash position, available bank facilities and cash generated from operating activities, we have adequate working capital to satisfy our current operating expenditures for the next twelve months. From time to time, we may identify new expansion opportunities for which there will be a need to use cash. We manage our cash based on thorough consideration of our corporate strategy as well as the macro economic situation. Factors we take into account when managing our cash include interest rates, foreign currency fluctuation as well as the flexibility in executing our acquisition strategy.





We are currently building the cold storage facilities adjacent to the fishing port with a capacity of approximately 20,000 tons, to take advantage of its proximity to the port where we obtain fresh marine catch to be processed into seafood products. We intend to finance the total estimated $20.0 million in land use rights and construction costs from available funds and expect to run the new facility in the second half of 2011. We have paid approximately $11.6 million in relation to the construction costs as at December 31, 2010 so as to secure the overall construction costs associated with the cold storage facilities.





After the registered direct offering of common stock and repayment of bank loans during 2010, the relative cost of capital resources decreased correspondingly given the increase in the equity financing and reduced level of debt borrowings.





Apart from the expansion plan discussed above and the commitments set out in the section of “Commitments and Contingencies” herein, we do not have any other material commitments for capital expenditures and other expenditures. We believe that the current operating activities would be able to generate adequate cash flows supporting the daily operations. We do not have any further fund raising plan at the moment.




55




CAPITAL EXPENDITURES AND INVESTMENTS





A summary of our capital expenditures for the last three financial years ended December 31, 2010, 2009 and 2008 is as follows:





Year Ended December 31,US$’000

2010


2009


2008Land use rights


70



2,274



-Buildings


1,608



995



3,496Plant and machinery


11,818



316



308Office equipment


34



21



22Motor vehicles


182



16



36713,712



3,622



4,193





In 2009, total capital expenditures of $3.6 million were mainly attributable to the prepayment for the land use right for the development of cold storage facilities and the addition of fixed assets for the development of new processing plant and the associated machineries. In this connection, our production capacity has been doubled by the third quarter end of 2009.





In 2010, total capital expenditures of $13.7 million were mainly attributable to the construction of cold storage facilities and an additional floor at the existing staff quarter.





COMMITMENTS AND CONTINGENCIES





Operating lease commitments





Ocean Technology leased certain office space under a non-cancellable operating lease agreement with a term of 3 years with fixed monthly rentals, expiring on February 17, 2011. On January 7, 2011, Ocean Technology renewed the captioned office space under a non-cancellable lease agreement for a further term of 3 years with fixed monthly rental, expiring on February 17, 2014, and generally not containing significant renewal options. Total rent expenses for the years ended December 31, 2010 and 2009 was $77,145 and $77,145, respectively. Future minimum rental payments due under the non-cancelable operating lease agreement are approximately $250,000 in total in the following four years.





Capital commitments





During 2010, Mingxiang entered into an agreement with an independent third party in relation to the construction of an additional floor at the existing staff quarter. The construction is expected to be completed in the first quarter of 2011. Total estimated construction costs are approximately $2.2 million. As of December 31, 2010, the Company recorded approximately $1.6 million as construction in progress. Hence the aggregate contingent payments related to the third party contractor are approximately $0.6 million as of December 31, 2010.





During the same year, Mingxiang entered into an agreement with an independent third party in relation to the construction of a cold storage facility. The construction is expected to be completed in the second half of 2011. Total estimated construction costs are approximately $17.7 million. As of December 31, 2010, the Company recorded approximately $11.6 million as construction in progress. Hence the aggregate contingent payments related to the third party contractor are approximately $6.1 million as of December 31, 2010.





Guarantees





As of December 31, 2010, Mingxiang is contingently liable as guarantor with respect to the loans of $758,518 (equivalent to RMB5,000,000) and $455,111 (equivalent to RMB3,000,000) to two unrelated third parties, Shishi Yu Ching Knitting and Clothing Company (“Yu Ching”) and Shishi Han Jiang Hua Lian Knitting and Clothing Factory (“Han Jiang Hua Lian”), respectively. The term of these guarantees are commenced from July 2009 through July 2011, with a renewal provision of 2 years. At any time from the date of guarantees, should Yu Ching or Han Jiang Hua Lian fail to make their due debt payments, Mingxiang will be obligated to perform under the guarantees by primarily making the required payments, including late fees and penalties. The maximum potential amount of future payments that the
Mingxiang is required to make under the guarantees is $1,213,629 (equivalent to RMB8,000,000).





According to the Personal Guarantee Agreement between Mingxiang and Mr. Liu, Mr. Liu agreed to bear all liabilities and costs to be incurred from a direct claim by the creditor if either Yu Ching or Han Jiang Hua Lian fails to make payment to the creditor upon due dates.





In accordance with ASC 460-10 “Guarantees”, a guarantor must recognize a liability for the fair value of the obligations it assumes under certain guarantees. Mingxiang did not receive any consideration for the guarantee and has determined the indemnification fair value to be insignificant. As of December 31, 2010, the Company has not recorded any liabilities under these guarantees.





ISSUANCE OF COMMON STOCK





In 2010, we issued 5,564,337 new shares of common stock in total to the following parties.




56




On January 25, 2010, the Company closed the public offering of 4,615,388 shares of common stock at a price of $6.50 per share. Net proceeds, after underwriting discounts and commissions and before offering expenses of approximately $1,500,000 payable by the Company, are approximately $28,500,000. In connection with the registered direct offering, the Company also issued 177,000 shares of common stock to a consultant for the provision of financial advisory service rendered in this registered direct offering.





On April 20, 2010, the Company entered into an Investor Relations Consulting Agreement with Hayden Communications International, Inc (“HCI”) to provide consulting services for the Company. In connection with such service, the Company agreed to issue 17,500 shares of restricted common stock to HCI. The shares of common stock were valued at $109,725 or $6.27 per share.





On July 26, 2009, the Company entered into an Employment Agreement with its CFO in which the Company agreed to provide restricted common stock award totaling 30,000 shares at the anniversary of the agreement. During 2010, the Company issued 30,000 shares of common stock to its CFO at the fair value of $143,100 or $4.77 per share.





CRITICAL ACCOUNTING POLICIES & RECENT ACCOUNTING PRONOUNCEMENTS





l
Basis of presentation





These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).





l
Basis of consolidation





The audited consolidated financial statements include the financial statements of China Marine and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.





l
Non-controlling interest





Non-controlling interests in our subsidiaries are recorded in accordance with the provisions of ASC 810, “Consolidation”, and are reported as a component of our equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interests are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, If any, will be reported at fair value with any gain or loss recognized in earnings.





Under generally accepted accounting principles when losses applicable to the non-controlling interest in a subsidiary exceed the non-controlling interest in the equity capital of the subsidiary, the excess is not charged to the majority interest since there is no obligation of the non-controlling interest to make good on such losses. We, therefore, absorbed all losses applicable to a non-controlling interest where applicable. If future earnings do materialize, we shall be credited to the extent of such losses previously absorbed.





l
Use of estimates





In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.





l
Cash and cash equivalents





Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.





The Company maintains cash and cash equivalent balances at a financial institution in the PRC, which are insured by the People’s Bank of China. The Company had cash concentration risk of $14,364,156 and $7,125,721 as of December 31, 2010 and 2009, respectively.





l
Accounts receivable and allowance for doubtful accounts





Accounts receivable are recorded at the invoiced amount and do not bear interest. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.




57




Accounts receivable consisted of the following:




December 31,2010


2009Account receivable, at cost

$
48,774,411


$
18,928,705Less: allowance for doubtful accounts


(243,872
)


(94,643
)Account receivable, net

$
48,530,539


$
18,834,062





As of December 31, 2010 and 2009, the allowance for doubtful accounts was $243,872 and $94,643, respectively.





Increase in accounts receivable was mainly due to the extension of credit period to our major customers so as to cope with the current market practice, and the block sales of marine catch trading materials in December 2010.




Changes in the allowance for doubtful accounts are as follows:





December31,2010


2009Beginning balance

$
94,643


$
24,218Provision for (Reversal of) doubtful accounts


149,229



70,425Amounts written off


-



-Ending balance

$
243,872


$
94,643





l
Inventories





Inventories consist of frozen products from marine catch, processed seafood products, algae-based beverage products and materials used in the manufacture of the Company’s products. Inventories are stated at the lower of cost or net realizable value, with cost being determined on a weighted average basis. Costs include purchased cost of raw materials, direct labor and manufacturing overhead costs. The Company periodically reviews historical sales activity to determine excess, slow moving items and potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.





As of December 31, 2010 and 2009, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.





l
Property, plant and equipment





Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:





Depreciable life

Residual valueBuildings

30-50 years


10
%Plant and machinery

5-30 years


10
%Motor vehicles

8-10 years


10
%Office equipments

5 years


10
%





Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.





Depreciation expense for the years ended December 31, 2010 and 2009 were $349,234 and $314,065, respectively.





Certain property, plant and equipment with original costs of $1,027,588 and $988,770 have become fully depreciated as of December 31, 2010 and 2009, respectively.





l
Construction in progress





Construction in progress is stated at cost, which includes the cost of construction, acquisition of plant and equipment and other direct costs attributable to the construction. Construction in progress is not depreciated until such time as the assets are completed and put into operational use. No capitalized interest is incurred during the period of construction.




58




l
Land use rights





All lands in the PRC are owned by the PRC government. The government in the PRC, according to the relevant PRC law, may sell the right to use the land for a specified period of time. Thus, all of the Company’s land purchases in the PRC are considered to be leasehold land and are stated at cost less accumulated amortization and any recognized impairment loss. Amortization is provided over the term of the land use right agreements on a straight-line basis, which is 50 years and they will expire in 2052.





Amortization expense for the years ended December 31, 2010 and 2009 were $75,604 and $16,354, respectively.





l
Intangible assets





Intangible assets include trademarks and algae-based beverage know-how acquired from business combination and are recorded at cost less accumulated amortization and any recognized impairment loss. The trademarks are to be amortized subject to the successful registration from the PRC Trademark Authority. The algae-based beverage know-how is amortized over its estimated useful life of 10 years on a straight-line basis.





Amortization expense for the years ended December 31, 2010 and 2009 were $2,369,116 and $nil, respectively. The estimated annual amortization expense is $2,436,217 for each of the five succeeding years.





l
Impairment of long-lived assets





In accordance with the provisions of Accounting Standards Codification ("ASC") Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property, plant and equipment, land use rights and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to estimated discounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets. There has been no impairment as of December 31, 2010 and 2009.





l
Goodwill





Goodwill represents the cost of the acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased. The Company generally seeks the assistance of independent valuation experts in assisting them in determining the fair value of the identifiable tangible and intangible net assets of the acquired business.





The Company tests goodwill for impairment on an annual basis. In this process, the Company relies on a number of factors including operating results, business plans and future cash flows. Recoverability of goodwill is evaluated using a two-step process. The first step involves a comparison of the fair value of a reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds its fair value, the second step of the process involves a comparison of the fair value and carrying value of the goodwill of that reporting unit. If the carrying value of the goodwill of a reporting unit exceeds the fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. Goodwill of a reporting unit will be tested for impairment between annual tests if an event occurs or
circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. As of December 31, 2010, the Company determines that no goodwill impairment charge is required.





l
Revenue recognition





In accordance with the ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably assured.





The Company derives revenues from the processing, distribution and sale of processed seafood products, sale of marine catch, and the sale and distribution of algae-based beverage products. The Company recognizes its revenues net of value-added taxes (“VAT”). The Company is subject to VAT which is levied on the majority of the products at the rate ranging from 13% to 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.





The Company recognizes revenue from the sale of products upon delivery to the customers and the transfer of title and risk of loss. The Company experienced no product returns and recorded no reserve for sales returns for the years ended December 31, 2010 and 2009.





The Company has distributor arrangements with certain parties for sale of its processed seafood products and algae-based beverage products. The distributor agreements do not provide chargeback, price protection, or stock rotation rights.





Rental income from operating leases on real estate properties is recognized on a straight-line basis over the lease period.




59




l
Cost of revenue
 
 Cost of revenue consists primarily of purchase cost of raw materials, packaging materials, direct labor, depreciation and manufacturing overheads, which are directly attributable to the manufacture of processed seafood products, marine catch and algae-based beverage products. Shipping and handling costs, associated with the distribution of finished products to customers, are borne by the customers.
 l
Government subsidy income
 Subsidy income is received at a discretionary amount as determined by the local PRC government. Subsidy income is recognized at their fair value where there is a reasonable assurance that the subsidy will be received and the Company will comply with applicable conditions. Subsidy income is recognized in the accompanying consolidated statements of operations at the period when it was received from the local PRC government.
 l
Advertising costs
 Advertising costs are expensed as incurred under ASC Topic 720-35, “Advertising Costs”. The Company incurred advertising expense of $1,069,402 and $196,461 for the years ended December 31, 2010 and 2009, respectively.
 l
Research and development
 Research and development costs are expensed when incurred in the development of new products or processes including significant improvements and refinements of existing products. Such costs mainly relate to labor and material cost. The Company incurred $212,677 and $236,595 of such costs for the years ended December 31, 2010 and 2009, respectively.
 l
Retirement plan costs
 Contributions to retirement schemes (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income as the related employee service is provided.


l
Comprehensive income or loss





ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income or loss, as presented in the accompanying statement of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.





l
Income taxes





The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.





ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.





For the years ended December 31, 2010 and 2009, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2010 and 2009, the Company did not have any significant unrecognized uncertain tax positions.





The Company conducts major businesses in the PRC and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority.





l
Earnings per share





The Company calculates earnings per share in accordance with ASC Topic 260,“Earnings per Share.” Basic earnings per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.





Reconciliation from basic earnings per share to diluted earnings per share:




60




Years Ended December 31,2010


2009Earnings for the years

$
21,138,952


$
14,564,454Determination of shares:Basic weighted average common shares outstanding


28,301,949



23,062,839Assumed exercise of warrants


669,131



1,329,103Diluted weighted average common shares outstanding


28,971,080



24,391,942Basic earnings per share

$
0.75


$
0.63Diluted earnings per share

$
0.73


$
0.60





l
Foreign currencies translation





Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations and comprehensive income.





The reporting currency of the Company is the United States Dollars ("US$"). The Company's subsidiaries in the PRC maintain their books and records in its local currency, the Renminbi Yuan ("RMB"), which is functional currency as being the primary currency of the economic environment in which these entities operate.





In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of changes in stockholders’ equity.





Translation of amounts from RMB into US$1 has been made at the following exchange rates for the respective years:





2010


2009Year-end exchange rates RMB:US$1


6.5918



6.8372Average yearly exchange rates RMB:US$1


6.7788



6.8409





The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.





l
Stock-based compensation





The Company adopts ASC Topic 718-20, "Compensation - Stock Compensation" ("ASC 718-20"), using the fair value method. Under ASC 718-20, stock-based compensation cost is measured at the grant date based on the fair value of the award or using the Black-Scholes pricing model and is recognized as expense over the appropriate service period.





l
Related parties





Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.





l
Segment reporting





ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the year ended December 31, 2010, the Company operates in three principal reportable segments: sale of processed seafood products, trading of marine catch and sale of algae-based beverage products in the PRC.




61




l
Fair value measurement





ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10") establishes a new framework for measuring fair value and expands related disclosures. Broadly, ASC 820-10 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820-10 establishes a three-level valuation hierarchy based upon observable and non-observable inputs. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are
either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.





For financial assets and liabilities, fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.





l
Financial instruments





Cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, amount due to a stockholder, income tax payable and accrued liabilities and other payables are carried at cost which approximates fair value. The estimated fair value of short-term borrowing was $nil million and $4.1 million as of December 31, 2010 and 2009, respectively, based on current market prices or interest rates.





l
Recent accounting pronouncements





The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.





In September 2009, the Financial Accounting Standard Board (“FASB”) issued certain amendments as codified in ASC Topic 605-25, “Revenue Recognition; Multiple-Element Arrangements.”  These amendments provide clarification on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated.  An entity is required to allocate revenue in an arrangement using estimated selling prices of deliverables in the absence of vendor-specific objective evidence or third-party evidence of selling price. These amendments also eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.  The amendments significantly expand
the disclosure requirements for multiple-deliverable revenue arrangements.  These provisions are to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted.  The Company will adopt the provisions of these amendments in its fiscal year 2011 and is currently evaluating the impact of these amendments to its consolidated financial statements.





In April 2010, the FASB issued ASU 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. ASU 2010-13 provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment that contains a condition that is not a market, performance, or service condition is required to be classified as a liability. ASU 2010-13 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010 and is not expected to have a significant impact on
the Company’s financial statements.





In July 2010, the FASB issued an accounting standards update to require further disaggregated disclosures that improve financial statement users’ understanding of (1) the nature of an entity’s credit risk associated with its financing receivables and (2) the entity’s assessment of that risk in estimating its allowance for credit losses as well as changes in the allowance and the reasons for those changes. This update will be effective for the Company in the second quarter of fiscal 2011, except for the disclosures relating to activity that occurred during a reporting period which is effective for the Company in the third quarter of fiscal 2011. Since this update addresses only disclosures related to credit quality of financing receivables and the allowance for credit losses, it is not expected
that the adoption of this update will have a material impact on the Company’s financial position, results of operations or cash flows.





In December 2010, the FASB issued ASU 2010-28 an accounting pronouncement related to intangibles – goodwill and other (“FASB ASC Topic 350”), which requires a company to consider whether there are any adverse qualitative factors indicating that an impairment may exist in performing step 2 of the impairment test for reporting units with zero or negative carrying amounts. The provisions for this pronouncement are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with no early adoption. We will adopt this pronouncement for our fiscal year 2011. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.





In December 2010, the FASB issued ASU 2010-29 an accounting pronouncement related to business combinations (“FASB ASC Topic 815”), which specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. It also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this Update are effective prospectively for business combinations for
which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.




62




FOREIGN EXCHANGE EXPOSURE
 
 Our sales are denominated in RMB and US dollars whilst our purchases and operating expenses are all denominated in RMB. As such, we may be exposed to any significant transactional foreign exchange exposure for our operations. However, to the extent that we may enter into transactions in currencies other than RMB in future, particularly as we penetrate into overseas markets, our financial results may be subject to fluctuations between those foreign currencies and RMB.
 
 The percentage of our sales denominated in RMB and US dollars are as follows:


Year Ended December 31,(%)

2010


2009


2008SalesRMB


99.6



97.4



95.1US dollars


0.4



2.6



4.9Total


100.0



100.0



100.0




On July 21, 2005, the RMB was unpegged against the US dollars and pegged against a basket of currencies on a “managed-float currency regime”. As at December 31, 2010, the exchange rate was approximately US$1.00 to RMB6.5918. There is no assurance that the PRC's foreign exchange policy will not be further altered. In the event that the PRC's policy is altered, significant fluctuations in the exchange rates of RMB against US dollars may arise. As a result, we will be subject to significant foreign exchange exposure and in the event that we incur foreign exchange losses, our financial performance will be adversely affected.





Our net foreign exchange gains or losses for the last three financial years ended December 31, 2010, 2009 and 2008 are as follows:




Year Ended December 31,2010


2009


2008Net foreign exchange (losses)/ gains (US$’000)


(13
)


(3
)


(19
)As a percentage of income before tax (%)


0.05



0.02



0.15




We do not have a formal hedging policy with respect to our foreign exchange exposure as our foreign exchange gains/ losses for the period under review have been relatively insignificant. We will continue to monitor our foreign exchange exposure in the future and will consider hedging any material foreign exchange exposure should the need arise. Should we enter into any hedging transaction in the future, such transaction shall be subject to review by our Board of Directors. In addition, should we establish any formal hedging policy in the future, such policy shall be subject to review and approval by our board prior to implementation.




INFLATION




During the periods under review, inflation did not have a material impact on our financial performance.





Web Site Access to Our Periodic SEC Reports





You may read and copy any public reports we filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site http://www.sec.gov that contains reports and information statements, and other information that we filed electronically.




63




ITEM 7A.
Quantitative and Qualitative Disclosures about Market Risks





Foreign Exchange Risk





While our reporting currency is the US dollar, almost all of our consolidated revenues and consolidated costs and expenses are denominated in RMB. All of our assets are denominated in RMB except for some cash and cash equivalents and accounts receivables. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between US dollar and RMB. If the RMB depreciates against the US dollar, the value of our RMB revenues, earnings and assets as expressed in our US dollar financial statements will decline. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.





Inflation




Inflationary factors such as increases in the costs of our products and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling and distribution, general and administrative expenses as a percentage of net revenues if the selling prices of our products do not increase to cope with these increased costs.




64




ITEM 8.
Financial Statements and Supplementary Data




CHINA MARINE FOOD GROUP LIMITED
 
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 PageReport of Independent Registered Public Accounting Firm, BDO China Li Xin Da Hua

F-2Report of Independent Registered Public Accounting Firm, ZYCPA Company Limited

F-3Audited Consolidated Balance Sheets as of December 31, 2010 and 2009

F-4Audited Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2010 and 2009

F-5Audited Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009

F-6Audited Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2010 and 2009

F-7Notes to Consolidated Financial Statements as of December 31, 2010 and 2009

F-8 - F-30
 
 F-1
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 The Board of Directors and Stockholders of
 China Marine Food Group Limited
 
 We have audited the accompanying consolidated balance sheet of China Marine Food Group Limited and its subsidiaries (“the Company”) as of December 31, 2010 and the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flow for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
 
 We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flow for the year then ended in conformity with accounting principles generally accepted in the United States of America.
 
 /s/ BDO CHINA LI XIN DA HUA CPA, CO. LTD.
 
 Shenzhen, P.R. China
 March 2, 2011
  F-2
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 The Board of Directors and Stockholders of
 China Marine Food Group Limited
 
 We have audited the accompanying consolidated balance sheet of China Marine Food Group Limited and its subsidiaries (“the Company”) as of December 31, 2009 and the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flow for the year ended December 31, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
 
 We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and the results of its operations and its cash flow for the year ended December 2009 and in conformity with accounting principles generally accepted in the United States of America.
 
 /s/ ZYCPA Company Limited
 
 ZYCPA Company Limited
 Certified Public Accountants
 
 Hong Kong, China
 March 22, 2010
  F-3
 
 CHINA MARINE FOOD GROUP LIMITED
 CONSOLIDATED BALANCE SHEETS
 AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”), except for number of shares)
 
 December31,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
15,556,772


$
7,143,232Accounts receivable, net


48,530,539



18,834,062Inventories


9,992,870



3,876,950Note receivable


-



26,399,696Prepaid expenses and other current assets


105,640



151,653Total current assets


74,185,821



56,405,593Property, plant and equipment, net


8,801,267



8,599,977Land use rights, net


2,991,459



615,355Construction in progress


13,409,068



-Prepayment for land use right


-



2,274,323Intangible assets, net


21,926,593



-Goodwill


2,460,971



-TOTAL ASSETS

$
123,775,179


$
67,895,248LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities:Short-term borrowings

$
-


$
4,139,121Accounts payable, trade


3,764,722



885,286Amount due to a stockholder


261,789



69,587Income tax payable


537,751



618,664Accrued liabilities and other payables


4,858,694



2,334,384Total current liabilities


9,422,956



8,047,042Commitments and contingencies (see Note 19)Stockholders’ equity:Preferred stock, $0.001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2010 and 2009


-



-Common stock, $0.001 par value; 100,000,000 shares authorized; 28,977,976 and 23,413,639 shares issued and outstanding as of December 31, 2010 and 2009


28,978



23,414Additional paid-in capital


47,377,872



16,888,532Statutory reserve


9,263,241



5,614,517Accumulated other comprehensive income


7,402,582



3,576,135Retained earnings


49,922,756



33,745,608Total China Marine Food Group Limited stockholders’ equity


113,995,429



59,848,206Non-controlling interests


356,794



-Total stockholders’ equity


114,352,223



59,848,206TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$
123,775,179


$
67,895,248
 
 See accompanying notes to consolidated financial statements.
  F-4
 
 CHINA MARINE FOOD GROUP LIMITED
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”), except for number of shares)
 
 YearEndedDecember 31,2010


2009Revenue, netProcessed seafood products

$
70,466,645


$
52,049,023Marine catch


26,194,480



17,536,660Algae-based beverage products


26,018,510



-122,679,635



69,585,683Cost of revenue (inclusive of depreciation and amortization)Processed seafood products


(46,140,571
)


(34,721,649
)Marine catch


(23,730,303
)


(15,734,576
)Algae-based beverage products


(15,348,486
)


-(85,219,360
)


(50,456,225
)Gross profit


37,460,275



19,129,458Operating expenses:Depreciation and amortization


(2,522,058
)


(79,725
)Sales and marketing


(6,359,641
)


(608,685
)General and administrative


(3,230,177
)


(2,276,006
)Total operating expenses


(12,111,876
)


(2,964,416
)Income from operations


25,348,399



16,165,042Other income (expenses):Subsidy income


82,168



309,901Rental income


92,199



82,299Interest income


111,955



288,687Interest expense


(40,032
)


(230,433
)Income before income taxes


25,594,689



16,615,496Income tax expense


(4,455,167
)


(2,051,042
)NET INCOME


21,139,522



14,564,454Less: net income attributable to non-controlling interests


(570
)


-Net income attributable to China Marine Food Group Limited

$
21,138,952


$
14,564,454Other comprehensive income:- Foreign currency translation gain


3,826,447



127,699COMPREHENSIVE INCOME

$
24,965,399


$
14,692,153Net income per share attributable to China Marine Food Group Limited- Basic

$
0.75


$
0.63- Diluted

$
0.73


$
0.60Weighted average shares outstanding- Basic


28,301,949



23,062,839- Diluted


28,971,080



24,391,942
 
 See accompanying notes to consolidated financial statements.
 
 F-5
 
 CHINA MARINE FOOD GROUP LIMITED
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 YearEnded December 31,2010


2009Cash flows from operating activities:Net income

$
21,139,522


$
14,564,454Adjustments to reconcile net income to net cash (used in) provided by operating activities:Depreciation and amortization


2,793,954



330,419Loss on disposal of property, plant and equipment


-



1,386Stock issued to an executive


143,100



66,975Stock issued for service


109,725



69,000Allowance for doubtful accounts


149,229



70,425Changes in operating assets and liabilities:Accounts receivable


(29,845,706
)


(14,085,053
)Inventories


(6,115,920
)


2,802,538Prepaid expenses and other current assets


46,013



175,324Accounts payable, trade


2,879,436



468,823Income tax payable


(80,913
)


256,338Accrued liabilities and other payables


2,524,310



946,957Net cash (used in) provided by operating activities


(6,257,250
)


5,667,586Cash flows from investing activities:Purchase of property, plant and equipment


(233,121
)


(353,177
)Cash paid to construction in progress


(13,409,068
)


(995,235
)Cash paid to prepayment for land use right


-



(2,274,323
)Addition to land use right


(69,778
)


-Net cash received from acquisition of a subsidiary


952,170



-Advances to note receivable


-



(26,399,696
)Net cash used in investing activities


(12,759,797
)


(30,022,431
)Cash flows from financing activities:Advance from (Repayment of) amount due to a stockholder


192,202



(100,504
)Advance to a non-controlling stockholder of a subsidiary


(145,999
)


-Proceeds from the registered direct offering, net of expenses


28,328,466



-Proceeds from exercise of warrants


1,913,613



-Proceeds from short-term borrowings


-



4,139,121Repayment on short-term borrowings


(4,139,121
)


(4,289,341
)Dividends paid


(1,313,080
)


-Net cash provided by (used in) financing activities


24,836,081



(250,724
)NET CHANGE IN CASH AND CASH EQUIVALENTS


5,819,034



(24,605,569
)Effect of exchange rate changes in cash and cash equivalents


2,594,506



108,494CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR


7,143,232



31,640,307CASH AND CASH EQUIVALENTS, END OF YEAR

$
15,556,772


$
7,143,232SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for income taxes

$
4,536,080


$
1,794,704Cash paid for interest

$
40,032


$
230,433SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONSTransfer from prepayment to land use rights

$
2,274,323


$
-Transfer from construction in progress to property, plant and equipment

$
-


$
2,600,090ACQUISITION OF XIANGHETransfer from note receivable to paid for acquisition of Xianghe

$
26,399,696


$
-Consideration paid by Xianghe on behalf of Mingxiang

$
1,400,304


$
-
 
 See accompanying notes to consolidated financial statements.
  F-6
  CHINA MARINE FOOD GROUP LIMITED
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”), except for number of shares)
 
 China Marine Food Group Limited stockholders’ equityAccumulatedAdditional





other





Non-


TotalCommon stock


paid-in


Statutory


comprehensive


Retained


controlling


stockholders’No. of shares


Amount


capital


reserve


income


earnings


interests


equityBalance as of December 31, 2008


23,026,301


$
23,026


$
16,752,945


$
4,883,700


$
3,448,436


$
19,911,971


$
-


$
45,020,078Stock issued to an executive


30,000



30



66,945



-



-



-



-



66,975Stock issued for service


25,051



25



68,975



-



-



-



-



69,000Exercise of warrants


332,287



333



(333
)


-



-



-



-



-Net income for the year


-



-



-



-



-



14,564,454



-



14,564,454Appropriation to statutory reserve


-



-



-



730,817



-



(730,817
)


-



-Foreign currency translation adjustment


-



-



-



-



127,699



-



-



127,699Balance as of December 31, 2009


23,413,639


$
23,414


$
16,888,532


$
5,614,517


$
3,576,135


$
33,745,608


$
-


$
59,848,206Stock issued under the registered direct offering, net of expenses


4,792,388



4,792



28,323,674



-



-



-



-



28,328,466Stock issued to an executive


30,000



30



143,070



-



-



-



-



143,100Stock issued for service


17,500



17



109,708



-



-



-



-



109,725Cashless exercise of warrants


266,427



267



(267
)


-



-



-



-



-Cash exercise of warrants


458,022



458



1,913,155



-



-



-



-



1,913,613Net income for the year


-



-



-



-



-



21,138,952



570



21,139,522Appropriation to statutory reserve


-



-



-



3,648,724



-



(3,648,724
)


-



-Distribution of dividend to a non-controlling stockholder


-



-



-



-



-



(1,313,080
)


-



(1,313,080
)Share of non-controlling interests from business combination, net


-



-



-



-



-



-



356,224



356,224Foreign currency translation adjustment


-



-



-



-



3,826,447



-



-



3,826,447Balance as of December 31, 2010


28,977,976


$
28,978


$
47,377,872


$
9,263,241


$
7,402,582


$
49,922,756


$
356,794


$
114,352,223
 
 See accompanying notes to condensed consolidated financial statements.
  F-7
 
 CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 1.
ORGANIZATION AND BUSINESS BACKGROUND
 
 China Marine Food Group Limited (“China Marine” or “the Company”) was incorporated in the State of Nevada on October 1, 1999 in the former name of New Paradigm Productions, Inc. On November 16, 2007, the Company changed its current name to “China Marine Food Group Limited”.
 
 China Marine, through its subsidiaries, mainly engages in the manufacture and distribution of processed seafood products and trades with customers in domestic and overseas markets, as well as engaged in the sale and distribution of algae-based beverage products in the PRC with its principal place of business in Shishi City, Fujian Province, China.
 
 Recapitalization and reorganization
 
 On November 17, 2007, China Marine completed a stock exchange transaction with the stockholders of Ocean Technology (China) Company Limited (“Ocean Technology”), whereby 15,624,034 shares of the Company’s common stock were issued to the stockholders of Ocean Technology in exchange for 100% of their outstanding capital stock in Ocean Technology. As a result of the stock exchange, the former stockholders of Ocean Technology owned approximately 93.15% of the issued and outstanding shares of common stock of the Company.
 
 Concurrently with the closing of the stock exchange on November 17, 2007, China Marine completed a private placement of securities to certain accredited investors who subscribed to units consisting of one share of common stock and one warrant to purchase one-fifth of one share of the common stock. The investors subscribed to an aggregate of 6,199,441 units, consisting of 6,199,441 shares of the Company’s common stock and warrants to purchase an aggregate of 1,239,888 shares of the common stock at $3.214 per unit. The units were offered and sold pursuant to exemptions from registration under the Securities Act of 1933, including without limitation, Regulation D and Regulation S promulgated under the Securities Act. The gross cash proceeds from the private placement totaled $19,925,000 less estimated offering
expenses of $5,941,014 cash and warrant shares granted. Also in connection with this stock exchange and private placement transactions, China Marine granted 929,916 warrant shares to certain agents and consultants exercisable at $4.1782 per share for a term of 3 years.
 
 On November 16, 2007, China Marine approved to change to its current name with a new stock symbol "CMFO”.
 
 Upon completion of the stock exchange and private placement transactions, Ocean Technology became a wholly-owned subsidiary of China Marine. The stock exchange transaction has been accounted for as a reverse acquisition and recapitalization of China Marine whereby Ocean Technology is deemed to be the accounting acquirer (legal acquiree) and China Marine to be the accounting acquiree (legal acquirer). The accompanying consolidated financial statements are in substance those of Ocean Technology, with the assets and liabilities, and revenues and expenses, of China Marine being included effective from the date of stock exchange transaction. China Marine is deemed to be a continuation of the business of Ocean Technology.
  F-8
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 Business history of subsidiaries
 
 Name

Place of incorporation

and kind of

legal entity

Principal activities

and place of

operation

Particulars of issued/

registered share

capital


Effective

interest

HeldOcean Technology (China) Company Limited (“Ocean Technology”)

Hong Kong, a limited liability company

Investment holding in Hong Kong

10,000 issued shares of HK$1 each



100
%Shishi Rixiang Marine Foods Co., Ltd.

(“Rixiang”)

The PRC, a limited liability company

Trading and distribution ofmarine products in the PRC and overseas

$33,000,000



100
%Shishi Huabao Mingxiang Foods Co., Ltd (“Mingxiang”)

The PRC, a limited liability company

Trading and distribution of marine products in the PRC and overseas

RMB50,000,000



100
%Shishi Huabao Jixiang Water Products Co., Ltd (“Jixiang”)

The PRC, a limited liability company

Property holding

RMB4,500,000



100
%Shishi Xianghe Food Science and Technology Co., Ltd. (“Xianghe”)

The PRC, a limited liability company

Sale and distribution of algae-based beverage products

RMB5,000,000



80
%Shishi Xianglin Trading Co., Ltd. (“Xianglin”)

The PRC, a limited liability company

Dormant

RMB800,000



100
%
 
 China Marine and its subsidiaries are hereinafter referred to as “the Company”.
 
 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 l
Basis of presentation
 
 These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
 
 l
Basis of consolidation
 
 The audited consolidated financial statements include the financial statements of China Marine and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
 
 l
Non-controlling interest
 
 Non-controlling interests in our subsidiaries are recorded in accordance with the provisions of ASC 810, “Consolidation”, and are reported as a component of our equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interests are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, If any, will be reported at fair value with any gain or loss recognized in earnings.
 
 Under generally accepted accounting principles when losses applicable to the non-controlling interest in a subsidiary exceed the non-controlling interest in the equity capital of the subsidiary, the excess is not charged to the majority interest since there is no obligation of the non-controlling interest to make good on such losses. We, therefore, absorbed all losses applicable to a non-controlling interest where applicable. If future earnings do materialize, we shall be credited to the extent of such losses previously absorbed.
 
 l
Use of estimates
  F-9
 
 CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.
 
 l
Cash and cash equivalents
 
 Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
 
 The Company maintains cash and cash equivalent balances at a financial institution in the PRC, which are insured by the People’s Bank of China. The Company had cash concentration risk of $14,364,156 and $7,125,721 as of December 31, 2010 and 2009, respectively.
 
 l
Accounts receivable and allowance for doubtful accounts
 
 Accounts receivable are recorded at the invoiced amount and do not bear interest. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.
 
 Accounts receivable consisted of the following:
 
 December31,2010


2009Account receivable, at cost

$
48,774,411


$
18,928,705Less: allowance for doubtful accounts


(243,872
)


(94,643
)Account receivable, net

$
48,530,539


$
18,834,062
 
 As of December 31, 2010 and 2009, the allowance for doubtful accounts was $243,872 and $94,643, respectively.
 
 Increase in accounts receivable was mainly due to the extension of credit period to our major customers so as to cope with the current market practice, and the block sales of marine catch trading materials in December 2010.
 
 Changes in the allowance for doubtful accounts are as follows:
 
 December31,2010


2009Beginning balance

$
94,643


$
24,218Provision for (Reversal of) doubtful accounts


149,229



70,425Amounts written off


-



-Ending balance

$
243,872


$
94,643
 
 l
Inventories
  F-10
 
 CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 Inventories consist of frozen products from marine catch, processed seafood products, algae-based beverage products and materials used in the manufacture of the Company’s products. Inventories are stated at the lower of cost or net realizable value, with cost being determined on a weighted average basis. Costs include purchased cost of raw materials, direct labor and manufacturing overhead costs. The Company periodically reviews historical sales activity to determine excess, slow moving items and potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.
 
 As of December 31, 2010 and 2009, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.
 
 l
Property, plant and equipment
 
 Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
 
 Depreciable life

Residual valueBuildings

30-50 years


10
%Plant and machinery

5-30 years


10
%Motor vehicles

8-10 years


10
%Office equipments

5 years


10
%
 
 Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
 
 Depreciation expense for the years ended December 31, 2010 and 2009 were $349,234 and $314,065, respectively.
 
 Certain property, plant and equipment with original costs of $1,027,588 and $988,770 have become fully depreciated as of December 31, 2010 and 2009, respectively.
 
 l
Construction in progress
 
 Construction in progress is stated at cost, which includes the cost of construction, acquisition of plant and equipment and other direct costs attributable to the construction. Construction in progress is not depreciated until such time as the assets are completed and put into operational use. No capitalized interest is incurred during the period of construction.
 
 l
Land use rights
 
 All lands in the PRC are owned by the PRC government. The government in the PRC, according to the relevant PRC law, may sell the right to use the land for a specified period of time. Thus, all of the Company’s land purchases in the PRC are considered to be leasehold land and are stated at cost less accumulated amortization and any recognized impairment loss. Amortization is provided over the term of the land use right agreements on a straight-line basis, which is 50 years and they will expire in 2052.
 
 Amortization expense for the years ended December 31, 2010 and 2009 were $75,604 and $16,354, respectively.
 
 l
Intangible assets
 
 Intangible assets include trademarks and algae-based beverage know-how acquired from business combination and are recorded at cost less accumulated amortization and any recognized impairment loss. The trademarks are to be amortized subject to the successful registration from the PRC Trademark Authority. The algae-based beverage know-how is amortized over its estimated useful life of 10 years on a straight-line basis.
  F-11
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 Amortization expense for the years ended December 31, 2010 and 2009 were $2,369,116 and $nil, respectively. The estimated annual amortization expense is $2,436,217 for each of the five succeeding years.
 
 l
Impairment of long-lived assets
 
 In accordance with the provisions of Accounting Standards Codification ("ASC") Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property, plant and equipment, land use rights and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to estimated discounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets. There has been no impairment as of December 31, 2010 and 2009.
 
 l
Goodwill
 
 Goodwill represents the cost of the acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased. The Company generally seeks the assistance of independent valuation experts in assisting them in determining the fair value of the identifiable tangible and intangible net assets of the acquired business.
 
 The Company tests goodwill for impairment on an annual basis. In this process, the Company relies on a number of factors including operating results, business plans and future cash flows. Recoverability of goodwill is evaluated using a two-step process. The first step involves a comparison of the fair value of a reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds its fair value, the second step of the process involves a comparison of the fair value and carrying value of the goodwill of that reporting unit. If the carrying value of the goodwill of a reporting unit exceeds the fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. Goodwill of a reporting unit will be tested for impairment between annual tests if an event occurs or
circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. As of December 31, 2010, the Company determines that no goodwill impairment charge is required.
 
 l
Revenue recognition
 
 In accordance with the ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably assured.
 
 The Company derives revenues from the processing, distribution and sale of processed seafood products, sale of marine catch, and the sale and distribution of algae-based beverage products. The Company recognizes its revenues net of value-added taxes (“VAT”). The Company is subject to VAT which is levied on the majority of the products at the rate ranging from 13% to 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.
 
 The Company recognizes revenue from the sale of products upon delivery to the customers and the transfer of title and risk of loss. The Company experienced no product returns and recorded no reserve for sales returns for the years ended December 31, 2010 and 2009.
 
 The Company has distributor arrangements with certain parties for sale of its processed seafood products and algae-based beverage products. The distributor agreements do not provide chargeback, price protection, or stock rotation rights.
  F-12
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 Rental income from operating leases on real estate properties is recognized on a straight-line basis over the lease period.
 l
Cost of revenue
 
 Cost of revenue consists primarily of purchase cost of raw materials, packaging materials, direct labor, depreciation and manufacturing overheads, which are directly attributable to the manufacture of processed seafood products, marine catch and algae-based beverage products. Shipping and handling costs, associated with the distribution of finished products to customers, are borne by the customers.
 l
Government subsidy income
 Subsidy income is received at a discretionary amount as determined by the local PRC government. Subsidy income is recognized at their fair value where there is a reasonable assurance that the subsidy will be received and the Company will comply with applicable conditions. Subsidy income is recognized in the accompanying consolidated statements of operations at the period when it was received from the local PRC government.
 l
Advertising costs
 Advertising costs are expensed as incurred under ASC Topic 720-35, “Advertising Costs”. The Company incurred advertising expense of $1,069,402 and $196,461 for the years ended December 31, 2010 and 2009, respectively.
 l
Research and development
 Research and development costs are expensed when incurred in the development of new products or processes including significant improvements and refinements of existing products. Such costs mainly relate to labor and material cost. The Company incurred $212,677 and $236,595 of such costs for the years ended December 31, 2010 and 2009, respectively.
 l
Retirement plan costs
 Contributions to retirement schemes (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income as the related employee service is provided.
 l
Comprehensive income or loss
 
 ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income or loss, as presented in the accompanying statement of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
 
 l
Income taxes
 
 The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
  F-13
 
 CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
 
 For the years ended December 31, 2010 and 2009, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2010 and 2009, the Company did not have any significant unrecognized uncertain tax positions.
 
 The Company conducts major businesses in the PRC and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the foreign tax authority.
 
 l
Earnings per share
 
 The Company calculates earnings per share in accordance with ASC Topic 260,“Earnings per Share.” Basic earnings per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
 
 Reconciliation from basic earnings per share to diluted earnings per share:
 
 YearEnded December 31,2010


2009Earnings for the years

$
21,138,952


$
14,564,454Determination of shares:Basic weighted average common shares outstanding


28,301,949



23,062,839Assumed exercise of warrants


669,131



1,329,103Diluted weighted average common shares outstanding


28,971,080



24,391,942Basic earnings per share

$
0.75


$
0.63Diluted earnings per share

$
0.73


$
0.60
 
 l
Foreign currencies translation
 
 Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations and comprehensive income.
 
 The reporting currency of the Company is the United States Dollars ("US$"). The Company's subsidiaries in the PRC maintain their books and records in its local currency, the Renminbi Yuan ("RMB"), which is functional currency as being the primary currency of the economic environment in which these entities operate.
  F-14
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of changes in stockholders’ equity.
 
 Translation of amounts from RMB into US$1 has been made at the following exchange rates for the respective years:
 
 2010


2009Year-end exchange rates RMB:US$1


6.5918



6.8372Average yearly exchange rates RMB:US$1


6.7788



6.8409
 
 The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.
 
 l
Stock-based compensation
 
 The Company adopts ASC Topic 718-20, "Compensation - Stock Compensation" ("ASC 718-20"), using the fair value method. Under ASC 718-20, stock-based compensation cost is measured at the grant date based on the fair value of the award or using the Black-Scholes pricing model and is recognized as expense over the appropriate service period.
 
 l
Related parties
 
 Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
 
 l
Segment reporting
 
 ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the year ended December 31, 2010, the Company operates in three principal reportable segments: sale of processed seafood products, trading of marine catch and sale of algae-based beverage products in the PRC.
 
 l
Fair value measurement
 
 ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10") establishes a new framework for measuring fair value and expands related disclosures. Broadly, ASC 820-10 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820-10 establishes a three-level valuation hierarchy based upon observable and non-observable inputs. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are
either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
  F-15
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 For financial assets and liabilities, fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.
 
 l
Financial instruments
 
 Cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, amount due to a stockholder, income tax payable and accrued liabilities and other payables are carried at cost which approximates fair value. The estimated fair value of short-term borrowing was $nil million and $4.1 million as of December 31, 2010 and 2009, respectively, based on current market prices or interest rates.
 
 l
Recent accounting pronouncements
 
 The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
 
 In September 2009, the Financial Accounting Standard Board (“FASB”) issued certain amendments as codified in ASC Topic 605-25, “Revenue Recognition; Multiple-Element Arrangements.”  These amendments provide clarification on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated.  An entity is required to allocate revenue in an arrangement using estimated selling prices of deliverables in the absence of vendor-specific objective evidence or third-party evidence of selling price. These amendments also eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.  The amendments significantly expand
the disclosure requirements for multiple-deliverable revenue arrangements.  These provisions are to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted.  The Company will adopt the provisions of these amendments in its fiscal year 2011 and is currently evaluating the impact of these amendments to its consolidated financial statements.
 
 In April 2010, the FASB issued ASU 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. ASU 2010-13 provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment that contains a condition that is not a market, performance, or service condition is required to be classified as a liability. ASU 2010-13 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010 and is not expected to have a significant impact on
the Company’s financial statements.
 
 In July 2010, the FASB issued an accounting standards update to require further disaggregated disclosures that improve financial statement users’ understanding of (1) the nature of an entity’s credit risk associated with its financing receivables and (2) the entity’s assessment of that risk in estimating its allowance for credit losses as well as changes in the allowance and the reasons for those changes. This update will be effective for the Company in the second quarter of fiscal 2011, except for the disclosures relating to activity that occurred during a reporting period which is effective for the Company in the third quarter of fiscal 2011. Since this update addresses only disclosures related to credit quality of financing receivables and the allowance for credit losses, it is not expected
that the adoption of this update will have a material impact on the Company’s financial position, results of operations or cash flows.
 
 In December 2010, the FASB issued ASU 2010-28 an accounting pronouncement related to intangibles – goodwill and other (“FASB ASC Topic 350”), which requires a company to consider whether there are any adverse qualitative factors indicating that an impairment may exist in performing step 2 of the impairment test for reporting units with zero or negative carrying amounts. The provisions for this pronouncement are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with no early adoption. We will adopt this pronouncement for our fiscal year 2011. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.
  F-16
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 In December 2010, the FASB issued ASU 2010-29 an accounting pronouncement related to business combinations (“FASB ASC Topic 815”), which specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. It also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this Update are effective prospectively for business combinations for
which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on our consolidated financial statements.
  3.
ACQUISITION OF BRANDED ALGAE-BASED BEVERAGE COMPANY
 
 On November 27, 2009, the Company entered into a Credit or Share Purchase Option Agreement (the “Option Agreement”) with Qiu Shang Jing (“Qiu”) and Shishi Xianghe Food Science and Technology Co., Ltd. (“Xianghe”). The Option Agreement provided the Company to make a loan to Xianghe in the amount of approximately $26.4 million to be used for working capital purposes, of which the maturity date was January 26, 2010. In consideration for the loan, the Company received the option to buy shares representing eighty percent (80%) of Xianghe from its sole shareholder, Qiu. The interest rate on the loan is 5.0% per annum. Qiu agreed to pledge all of his shares in Xianghe to guarantee the performance by Xianghe under the Option Agreement. The Company funded the loan from the currently
available cash.
 
 Xianghe is a Fujian based manufacturer of the branded Hi-Power algae-based soft drinks. Hi-Power was developed by the Yellow Sea Fisheries Research Institute Chinese Academy of Fishery Sciences in coordination with the founder, Qiu. Hi-Power is marketed as a high-protein content drink, low in calories and fat, which provides the consumers a combination of immune system benefits, improved digestion and reductions in hyperglycemia and hypertension. Hi-Power’s target market focuses on health-conscious consumers in China’s fast-growing beverage market. Xianghe has developed a network of distributors in Fujian, Zhejiang, Guangdong and Hunan which sell Hi-Power to retail food stores, restaurants food supply dealers and the hospitality industry.
 
 On January 1, 2010, the Company exercised the option to acquire shares representing eighty percent (80%) of the registered capital stock (the “Shares”) of Xianghe pursuant to the terms of a Share Purchase Agreement (the “Purchase Agreement”). The Shares were purchased from Qiu and the purchase price for the Shares was approximately $27.8 million, paid as follows:
 
 (i)
Approximately $26.4 million, which Xianghe owed to the Company, was transferred to be the consideration for the purchase of the Shares of Xianghe which the Company shall pay to Qiu.
 
 (ii)
Approximately $1.4 million shall be paid by the Company to Qiu within 30 days after completion of the audit report of Xianghe for the year ended December 31, 2009, which was then fully settled.
  F-17
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 The Purchase Agreement grants the Company a right of first refusal to purchase the 20% of the registered capital stock of Xianghe retained by Qiu for a maximum price of approximately $7.0 million if Qiu intends to sell his shares. The Purchase Agreement also provides that if Xianghe has any funding requirement from the shareholders, the Company and Qiu shall provide the capital into Xianghe on a pro rata basis according to respective shareholdings.
 
 The Company has been partially integrating the Hi-Power algae-based soft drinks into the Company’s current distribution network. Xianghe’s management team has also been integrated with the Company’s management since the acquisition. Xianghe utilizes third party manufacturers to produce the beverages.
 
 The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition. The allocation of the purchase price consideration is presented as below:
 
 Acquired assets:Cash and cash equivalents

$
435,933Accounts receivable, net


1,391,457Inventories


10,871Amount due from an owner


1,442,623Property, plant and equipment, net


395Intangible assets, net


8,596Total assets acquired


3,289,875Less: liabilities assumedAccounts payable, trade


402,982Income tax payable


225,180Accrued liabilities and other payables


240,808Total liabilities assumed


868,970Less: non-controlling interests


484,181Net assets acquired


1,936,724Algae-based drink know-how


23,471,410Goodwill


2,391,866Purchase price consideration

$
27,800,000
 
 Pursuant to the Purchase Agreement, the aggregate purchase price was approximately $27,800,000 (equivalent to RMB190,000,000), in which approximately $26,400,000 was payable by Xianghe upon the conversion of its short-term loan and approximately $1,400,000 was payable by the Company’s subsidiary, Mingxiang. Algae-based drink know-know acquired from the business combination was determined at its fair value, based upon the independent valuation report.
 
 At the closing date of business acquisition on January 1, 2010, Mingxiang entered into a business transfer agreement with Qiu. Pursuant to the business transfer agreement, Qiu agreed to transfer the algae-based soft drinks business from Xianghe to Mingxiang as part of the business restructuring of Xianghe. It was also agreed that Qiu would not share any of the results of the algae-based soft drinks business operated under Mingxiang in the future. As a result, Mingxiang fully integrated the business operation of algae-based soft drinks from Xianghe and allowed 100% of the operating results generated from the algae-based soft drinks business, subject to the precedent condition. Upon the completion of the business acquisition and business transfer, Xianghe became a dormant company.
  F-18
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 In connection with the business transfer, it was also agreed between both parties that Xianghe still assumed $83,260 in revenue and $2,459 in net income which mainly came from the algae-based soft drinks business during the transitional period in January 2010 and as a result, $570 in net income was attributed to the non-controlling interests as of the year end of 2010. Non-controlling interests from the business combination mainly represented the 20% share of pre-acquisition equity in Xianghe as of December 31, 2009 in the consolidated balance sheet.
 
 4.
INVENTORIES
 
 Inventories consisted of the following:
  December31,2010


2009Raw materials

$
282,075


$
510,104Work-in-process


8,946,405



3,018,720Finished goods


542,880



151,197Packaging materials


221,510



196,929Total

$
9,992,870


$
3,876,950
 
 For the years ended December 31, 2010 and 2009, the Company recorded no allowance for slow-moving and obsolete inventories.
 
 5.
PROPERTY, PLANT AND EQUIPMENT
 
 Property, plant and equipment, net, consisted of the following:
 
 December 31,2010


2009Buildings

$
6,867,388


$
6,620,904Plant and machinery


3,631,616



3,484,371Office equipments


103,099



65,010Motor vehicles


787,685



578,81011,389,788



10,749,095Less: accumulated depreciation


(2,588,521
)


(2,149,118
)Property, plant and equipment, net

$
8,801,267


$
8,599,977
 
 As of December 31, 2010 and 2009, certain property, plant and equipment with the net book value of $nil and $2,277,824, respectively, were pledged as securities in connection with the outstanding short-term borrowings, as described in more details in Note 9.
 
 Depreciation expenses for the years ended December 31, 2010 and 2009 were $349,234 and $314,065, respectively, which included $261,378 and $240,272 in cost of revenue.
 
 Certain property, plant and equipment with original costs of $1,027,588 and $988,770 have become fully depreciated as of December 31, 2010 and 2009, respectively.
  F-19
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 6.
LAND USE RIGHTS
 
 Land use rights consisted of the following:
 
 December31,2010


2009Land use rights, at cost

$
3,266,881


$
805,937Less: accumulated amortization


(275,422
)


(190,582
)Land use rights, net

$
2,991,459


$
615,355
 
 As of December 31, 2010 and 2009, certain land use rights with the net book value of $nil and $401,682, respectively, were pledged as securities in connection with the outstanding short-term borrowings, as described in Note 9.
 
 Amortization expenses for the years ended December 31, 2010 and 2009 were $75,604 and $16,354, respectively, in which $10,518 and $10,422 were included in cost of revenue. Estimated aggregate future amortization expense for the succeeding 5 years and thereafter as of December 31, 2010 is as follows:
 
 Years ending December 31,2011

$
75,6042012


75,6042013


75,6042014


75,6042015


75,604Thereafter


2,613,439Total

$
2,991,459
 
 7.
CONSTRUCTION IN PROGRESS
 
 During 2010, Mingxiang entered into an agreement with an independent third party in relation to the construction of an additional floor at the existing staff quarter. The construction is expected to be completed in the first quarter of 2011. Total estimated construction costs are approximately $2.2 million. As of December 31, 2010, the Company recorded approximately $1.6 million as construction in progress.
 
 During the same year, Mingxiang entered into an agreement with an independent third party in relation to the construction of a cold storage facility. The construction is expected to be completed in the second half of 2011. Total estimated construction costs are approximately $17.7 million. As of December 31, 2010, the Company recorded approximately $11.6 million as construction in progress.
 
 During the same year, Mingxiang entered into an agreement with an independent third party in relation to the construction of an algae extraction equipment. The equipment is expected to be completed in the first quarter of 2011. Total estimated equipment costs are approximately $0.2 million. As of December 31, 2010, the Company recorded approximately $0.2 million as construction in progress.
 
 8.
PREPAYMENT FOR LAND USE RIGHT
 
 On November 6, 2009, the Company’s subsidiary, Mingxiang won the auction for the purchase of the 40-year use right of a land in Shishi City, Fujian Province, the PRC. Mingxiang executed an Auction Confirmation Letter regarding this purchase, which was confirmed by the Company that conducted the auction. Covering an area of 8,691.4 square meters, the land is located next to the fishing port and the Company’s processing facilities in Shishi City. The purchase price for the land use right is $2,274,323 (equivalent to RMB 15.55 million).
  F-20
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 During 2010, prepayment for land use right was transferred to land use right subject to the execution of a formal agreement with the local land and resources department.
 
 In September, 2010, the Company began to build  cold storage facilities on the land with a capacity of approximately 20,000 tons, to take advantage of its proximity to the port where the Company obtains fresh seafood catch to be processed into seafood products. The Company expects to complete the construction in the second half of 2011.
 
 9.
SHORT-TERM BORROWINGS
 
 The Company’s wholly-owned subsidiary, Mingxiang, obtained short-term bank loans in the aggregate amount of $nil and $4,139,121 as of December 31, 2010 and 2009, respectively, with Agricultural Bank of China, a registered financial institution in the PRC. The weighted average effective interest rate per annum was 5.31% for 2010 and 2009, respectively, payable quarterly. Interest expenses for the years ended December 31, 2010 and 2009 were $40,032 and $230,433, respectively and none of the interest incurred was capitalized. All bank borrowings were fully repaid during the first quarter of 2010.
 
 10.
AMOUNT DUE TO A STOCKHOLER
 
 As of December 31, 2010 and 2009, the amounts of $261,789 and $69,587 represented temporary advances for working capital purposes from a major stockholder, Mr. Liu, which were unsecured, interest free and repayable on demand.
 
 11.
ACCRUED LIABILITIES AND OTHER PAYABLES
 
 Accrued liabilities and other payables consisted of the following:
 
 December 31,2010


2009Value-added tax payable

$
3,174,961


$
1,259,353Accrued payroll and benefits


960,811



732,958Accrued construction cost


-



130,146Accrued operating expenses


535,749



48,457Accrued professional expenses


186,404



150,107Other payables


769



13,363$
4,858,694


$
2,334,384
 
 12.
STOCKHOLDERS’ EQUITY
 
 (a)
Issuance of common stock
 
 On April 20, 2010, the Company entered into an Investor Relations Consulting Agreement with Hayden Communications International, Inc (“HCI”) to provide consulting services commencing on February 20, 2010 through February 20, 2011 for the Company. In connection with such service, the Company agreed to issue 17,500 shares of restricted common stock to HCI. The shares of common stock were valued at $109,725 or $6.27 per share.
  F-21
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 On July 26, 2009, the Company entered into an Employment Agreement with its CFO in which the Company agreed to provide restricted common stock award totaling 30,000 shares at the anniversary of the agreement. During 2010, the Company issued 30,000 shares of common stock to its CFO at the fair value of $143,100 or $4.77 per share.
 
 (b)
Warrants granted, accounted for under the fair value method
 
 In connection with the private placement offering, on November 17, 2007, the Company granted to consultants and agents warrants to purchase an aggregate of 929,916 shares of the Company’s common stock at an exercise price of $4.1782 per share or on a cashless exercise basis. The warrants vested immediately and expired on November 16, 2010. The market price of the stock was $4.1782 per share on the grant date. The Company valued the warrants at $2.0873 per share, or $1,941,014, using the Black-Scholes option-pricing model under ASC 718-20 and was recorded as offering expense in additional paid-in capital in the fiscal year 2007.
 
 During the year ended December 31, 2009, certain warrant holders exercised 840,701 warrants on a cashless exercise basis to purchase 332,287 shares of the Company’s common stock.
 
 During the year ended December 31, 2010, certain warrant holders exercised 1,226,428 warrants in total on a cash and cashless exercise basis to purchase 458,022 shares and 266,427 shares of the Company’s common stock, respectively.
 
 A summary of warrant activity for the years ended December 31, 2010 and 2009 is as follows:
 
 Number of

warrants


Weighted

average

exercise price


Remaining

contractual

term (year)


Aggregate

intrinsic valueOutstanding and exercisable as of January 1, 2009


2,169,804


$
4.1782



1.87



-Granted


-



-



-



-Exercised


(840,701
)


4.1782



-



-Forfeited


-



-



-



-Expired


-



-



-



-Outstanding and exercisable as of December 31, 2009


1,329,103


$
4.1782



0.88



-Granted


-



-



-



-Exercised


(1,226,428
)


4.1782



-



-Forfeited


-



-



-



-Expired


(102,675
)


4.1782



-



-Outstanding and exercisable as of December 31, 2010


-


$
4.1782



-



-
 
 (c)
Registered direct offering
 
 On January 25, 2010, the Company closed the financing to sell 4,615,388 shares of common stock at a price of $6.50 per share. Net proceeds, after underwriting discounts and commissions and before offering expenses of approximately $1,500,000 payable by the Company, are approximately $28,500,000. In connection with the registered direct offering, the Company also issued 177,000 shares of common stock to a consultant for the provision of financial advisory service rendered in this registered direct offering. The fair value of this stock issuance was determined at a price of $6.50 per share based on the market price of the shares at the grant date and recorded in additional paid-in capital.
  F-22
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 The Company intends to use the net proceeds from this offering for working capital and general corporate purposes. The shares were sold under the Company's previously filed shelf registration statement that was declared effective by the Securities and Exchange Commission on December 23, 2009. Global Hunter Securities LLC and Brean Murray Carret & Co., LLC acted as co-lead placement agents and joint book-running managers in the transaction.
 
 (d)
Distribution of dividends
 
 The Company did not declare any dividends for the years ended December 31, 2010 and 2009.
 
 As of December 31, 2010, the number of authorized and outstanding shares of the Company’s common stock was 100,000,000 shares and 28,977,976 shares, respectively.
 
 13.
NON-CONTROLLING INTERESTS
 
 Non-controlling interests consisted of the following:
 
 December 31, 201020% share of equity interest in Xianghe

$
502,793Less: advance to a non-controlling stockholder of a subsidiary


(145,999
)Net amount

$
356,794
 
 Advance to a non-controlling stockholder of the Company’s subsidiary, Xianghe, was unsecured, interest free and repayable on demand.
 
 During the year ended December 31, 2010, the Company’s subsidiary, Xianghe, declared final dividend of $1,313,080 (equivalent to RMB8,901,106) relating to the pre-acquisition result for the fiscal year 2009 to Mr. Qiu and was fully paid in April 2010.
 
 14.
INCOME TAXES
 
 For the years ended December 31, 2010 and 2009, the local (“United States of America”) and foreign components of income (loss) before income taxes were comprised of the following:
 
 Year Ended December 31,2010


2009Tax jurisdiction from:– Local

$
(6,518
)

$
(4,623
)– Foreign


25,601,207



16,620,119Income before income taxes

$
25,594,689


$
16,615,496
  F-23
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 The provision for income taxes consisted of the following:
 
 Year Ended December 31,2010


2009Current:– Local

$
-


$
-– Foreign


4,455,167



2,051,042Deferred:– Local


-



-– Foreign


-



-Income tax expense

$
4,455,167


$
2,051,042
 
 The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: Hong Kong and the PRC that are subject to tax in the jurisdictions in which they operate, as follows:
 
 United States of America
 
 China Marine is registered in the State of Nevada and is subjected to United States of America tax law.
 
 As of December 31, 2010, China Marine incurred $17,844 of net operating losses carryforwards available for federal tax purposes that may be used to offset future taxable income and will begin to expire in 2028, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $6,156 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
 
 Hong Kong
 
 The Company’s subsidiary, Ocean Technology, is subject to Hong Kong Profits Tax at the statutory rate of 16.5% on its assessable income for the years ended December 31, 2010 and 2009, respectively. As of December 31, 2010, Ocean Technology incurred $547,756 of net operating losses carryforwards available for income tax purposes. The Company has provided for a full valuation allowance against the deferred tax assets of $90,380 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
 
 The PRC
 
 The Company generated all of its net income from subsidiaries operating in the PRC for the years ended December 31, 2010 and 2009. Rixiang, Jixiang, Mingxiang, Xianghe and Xianglin are subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China, at a unified income tax rate of 25%.
 
 Xianghe and Xianglin are approved as a domestic enterprise. Rixiang, Jixiang and Mingxiang are approved as a foreign investment enterprise and are entitled to, starting from the first profitable year, a two-year exemption from corporate income tax and a 50%-reduction in its preferential corporate income tax rate of 24% for the following three years ("Tax Holiday"). Such Tax Holiday of Rixiang, Jixiang and Mingxiang expired on December 31, 2009.
 
 On October 15, 2009, Mingxiang has received a notice of recognition as an enterprise of new and high technology, which was jointly issued by The Science and Technology Department of Fujian, The Finance Department of Fujian, The State Tax Bureau of Fujian and The Local Taxation Bureau of Fujian for a company engaged in advanced food processing technologies for the Fujian Province. As a new and high technology company, Mingxiang is qualified for a reduced income tax rate of 15% on its income before tax for a period of three years, expiring through 2012.
  F-24
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
  The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2010 and 2009 is as follows:
 
 Year Ended December 31,2010


2009Income before income taxes from PRC subsidiaries

$
25,741,908


$
16,759,164Statutory income tax rate


25
%


25
%Income tax expense at statutory tax rate


6,435,477



4,189,791Tax effect on utilization of net operating losses carryforwards


-



(89,216
)Tax effect from Tax Holiday


(2,579,429
)


(2,051,042
)Tax effect on net operating losses from PRC subsidiaries


430



1,523Tax effect on non-taxable income


(4
)


(14
)Tax effect on non-deductible expenses


598,693



-Income taxes at effective rate

$
4,455,167


$
2,051,042
 
 As of December 31, 2010, the PRC operation incurred $112,939 of net operating losses carryforward available for income tax purposes that may be used to offset future taxable income and will begin to expire in 5 years from the year of incurrence, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $28,235 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. The entities in the PRC do not file a consolidated return, so only the entity that generated the losses can utilize them.
 
 The following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of December 31, 2010 and 2009:
 
 December 31,2010


2009Deferred tax assets:Net operating loss carryforwards from– Local

$
6,156


$
3,907– Hong Kong


90,380



67,165– PRC


28,235



295,053124,771



366,125Less: valuation allowance


(124,771
)


(366,125
)Deferred tax assets

$
-


$
-
 
 Management believes that it is more likely than not that the net deferred assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets of $124,771 and $366,125 as of December 31, 2010 and 2009, respectively. During 2010, the valuation allowance decreased by $241,354, primarily relating to net operating loss carryforwards.
 
 15.
CHINA CONTRIBUTION PLAN
 
 Under the PRC Law, full-time employees of the Company’s subsidiaries in the PRC, Rixiang, Jixiang, Mingxiang and Xianghe are entitled to staff welfare benefits including medical care, welfare subsidies, unemployment insurance and pension benefits through a China government-mandated multi-employer defined contribution plan. The Company is required to accrue for these benefits based on certain percentages of the employees’ salaries. The total contributions made for such employee benefits were $727,067 and $545,068 for the years ended December 31, 2010 and 2009, respectively.
  F-25
 CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 16.
STATUTORY RESERVE
 
 Under the PRC Law, the Company’s subsidiaries in the PRC, Rixiang, Jixiang, Mingxiang, Xianghe and Xianglin are required to make appropriation at the end of each fiscal year to the statutory reserve based on after-tax net earnings and determined in accordance with generally accepted accounting principles of the People’s Republic of China (the “PRC GAAP”). Appropriation to the statutory reserve should be at least 10% of the after-tax net income until the reserve is equal to 50% of the registered capital. The statutory reserve is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation.
 
 For the years ended December 31, 2010, and 2009, Rixiang contributed $267,589 and $730,817 to statutory reserve, respectively, whereas Mingxiang contributed $3,381,135 and $nil. Jixiang, Xianghe and Xianglin made no appropriation to the statutory reserve since they did not generate after-tax net income during these periods.
 
 17.
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION
 
 (a)
Business information
 
 The Company’s chief operating decision maker has been identified as chairman, Mr. Liu, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on this assessment, the Company has determined that it has three operating and reporting segments for the years ended December 31, 2010 and 2009 which are processed seafood products, marine catch and algae-based beverage products.
 
 The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The Company had no inter-segment sales for the years ended December 31, 2010 and 2009.
 
 Summarized financial information concerning the Company’s reportable segments is shown in the following table for the years ended December 31, 2010 and 2009:
 
 Year Ended December 31, 2010Processed seafood

products


Marine catch


Algae-based

beverage products


TotalRevenue, net

$
70,466,645


$
26,194,480


$
26,018,510


$
122,679,635Cost of revenue


(46,140,571
)


(23,730,303
)


(15,348,486
)


(85,219,360
)Gross profit

$
24,326,074


$
2,464,177


$
10,670,024


$
37,460,275Expenditure for long-lived assets

$
13,711,967


$
-


$
8,991


$
13,720,958
 
 Year Ended December 31, 2009Processed seafood

products


Marine catch


Algae-based

beverage products


TotalRevenue, net

$
52,049,023


$
17,536,660


$
-


$
69,585,683Cost of revenue


(34,721,649
)


(15,734,576
)


-



(50,456,225
)Gross profit

$
17,327,374


$
1,802,084


$
-


$
19,129,458Expenditure for long-lived assets

$
1,348,412


$
-


$
-


$
1,348,412
 
 F-26
 
 CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 Expenditure for long-lived assets incurred in 2010 mainly relates to the construction of a cold storage facility which will be used for both processed seafood products and marine catch segments.
 
 (b)
Geographic information
 
 The Company’s operations are located in two main geographical areas. The Company’s sales by geographical market are analyzed as follows:
  Year Ended December 31,2010


2009Revenue, net:The PRC

$
122,205,967


$
67,788,576Asia


473,668



1,797,107Total revenue, net

$
122,679,635


$
69,585,683
 
 All the Company’s long-lived assets are located in the PRC in both periods.
 
 18.
CONCENTRATIONS OF RISK
 
 The Company is exposed to the following concentrations of risk:
 
 (a)
Major customers
 
 The following is a table summarizing the revenue from customers that individually represents greater than 10% of the total revenue for the years ended December 31, 2010 and 2009 and their outstanding balances as at year-end dates.
 
 Year Ended December 31, 2010Customer


Revenue


Percentage

of total revenue


Accounts

receivable, netCustomer A


$
15,334,932



13
%

$
12,188,262Total:

$
15,334,932



13
%

$
12,188,262
 
 Year Ended December 31, 2009Customer


Revenue


Percentage

of total revenue


Accounts

receivable, netCustomer B


$
11,726,167



17
%

$
6,799,701Total:

$
11,726,167



17
%

$
6,799,701
 
 (b)
Major vendors
 
 The following is a table summarizing the purchases of raw materials from vendor that individually represents more than 10% of the total purchases for the years ended December 31, 2010 and 2009 and their outstanding balances as at year-end dates.
  F-27
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 Year Ended December 31, 2010Vendors


Purchases


Percentage

of total purchases


Accounts

payable, tradeVendor A


$
13,682,806



21
%

$
89,885Vendor B



12,622,622



19
%


19,296Vendor C



12,335,243



19
%


-Vendor D



8,864,852



13
%


-Vendor E



6,876,567



10
%


-Total:

$
54,382,090



82
%

$
109,181
 
 Year Ended December 31, 2009Vendors


Purchases


Percentage

of total purchases


Accounts

payable, tradeVendor C


$
10,745,846



28
%

$
18,183Vendor B



8,026,950



21
%


-Vendor E



6,953,216



18
%


11,813Vendor D



5,545,993



14
%


-Total:

$
31,272,005



81
%

$
29,996
 
 (c)
Credit risk
 
 Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
 
 (d)
Exchange rate risk
 
 The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in RMB and a significant portion of the assets and liabilities are denominated in RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If the RMB depreciates against US$, the value of the RMB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivatives or other financial instruments that expose to substantial exchange rate risk.
 
 (e)
Economic and political risks
 
 Substantially all of the Company’s products are processed in the PRC. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in the PRC and not typically associated with companies in North America and Western Europe. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in the PRC.
  F-28
  CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 19.
COMMITMENTS AND CONTINGENCIES
 
 (a)
Operating lease commitments
 
 The Company leased certain office space under a non-cancellable operating lease agreement with a term of 3 years with fixed monthly rentals, expiring on February 17, 2011. On January 7, 2011, the Company renewed the captioned office space under a non-cancellable operating lease agreement for a further term of 3 years with fixed monthly rentals, expiring on February 17, 2014, and generally not containing significant renewal options. Total rent expenses for the years ended December 31, 2010 and 2009 was $77,145 and $77,145, respectively. Future minimum rental payments due under the non-cancelable operating lease agreement are as follows:
 
 Years ending December 31:2011

$
79,6182012


80,0002013


80,0002014


10,714Total

$
250,332
 
 (b)
Capital commitments
 
 During 2010, Mingxiang entered into an agreement with an independent third party in relation to the construction of an additional floor at the existing staff quarter. The construction is expected to be completed in the first quarter of 2011. Total estimated construction costs are approximately $2.2 million. As of December 31, 2010, the Company recorded approximately $1.6 million as construction in progress. Hence the aggregate contingent payments related to the third party contractor are approximately $0.6 million as of December 31, 2010.
 
 During the same year, Mingxiang entered into an agreement with an independent third party in relation to the construction of a cold storage facility. The construction is expected to be completed in the second half of 2011. Total estimated construction costs are approximately $17.7 million. As of December 31, 2010, the Company recorded approximately $11.6 million as construction in progress. Hence the aggregate contingent payments related to the third party contractor are approximately $6.1 million as of December 31, 2010.
 
 (c)
Guarantees
 
 As of December 31, 2010, Mingxiang is contingently liable as guarantor with respect to the loans of $758,518 (equivalent to RMB5,000,000) and $455,111 (equivalent to RMB3,000,000) to two unrelated third parties, Shishi Yu Ching Knitting and Clothing Company (“Yu Ching”) and Shishi Han Jiang Hua Lian Knitting and Clothing Factory (“Han Jiang Hua Lian”), respectively. The term of these guarantees are commenced from July 2009 through July 2011, with a renewal provision of 2 years. At any time from the date of guarantees, should Yu Ching or Han Jiang Hua Lian fail to make their due debt payments, Mingxiang will be obligated to perform under the guarantees by primarily making the required payments, including late fees and penalties. The maximum potential amount of future payments that the
Mingxiang is required to make under the guarantees is $1,213,629 (equivalent to RMB8,000,000).
 
 According to the Personal Guarantee Agreement between Mingxiang and Mr. Liu, Mr. Liu agreed to bear all liabilities and costs to be incurred from a direct claim by the creditor if either Yu Ching or Han Jiang Hua Lian fails to make payment to the creditor upon due dates.
 
 In accordance with ASC 460-10 “Guarantees”, a guarantor must recognize a liability for the fair value of the obligations it assumes under certain guarantees. Mingxiang did not receive any consideration for the guarantee and has determined the indemnification fair value to be insignificant. As of December 31, 2010, the Company has not recorded any liabilities under these guarantees.
  F-29
 
 CHINA MARINE FOOD GROUP LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009
 (Currency expressed in United States Dollars (“US$”))
 
 20.
SUBSEQUENT EVENTS
 
 In accordance with ASC 855 “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, we have evaluated all events or transactions that occurred after December 31, 2010 up through the date we issued the audited consolidated financial statements. During the period, except as disclosed in Note 19 (a) to the financial statements, we did not have any material recognizable subsequent events.
  F-30


21.
UNAUDITED PRO FORMA FINANCIAL INFORMATION.
 
 The following unaudited pro forma condensed consolidated balance sheet as of December 31, 2009 and the unaudited pro forma condensed consolidated statement of operations are derived from the historical financial statements of the Company and Xianghe and have been prepared to give effect to the Company’s acquisition of Xianghe on January 1, 2010. The unaudited pro forma condensed consolidated balance sheet is presented as if the acquisition had occurred as of the balance sheet date. The unaudited pro forma condensed consolidated statement of operations is presented as if the acquisition had occurred on January 1, 2010.


The acquisition has been accounted for under the purchase method of accounting which requires the total purchase price to be allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price of over the amounts assigned to tangible or intangible assets acquired and liabilities assumed is recognized as goodwill.
 
 The following unaudited pro forma condensed consolidated financial statements have been prepared for illustrative purposes only and do not purport to reflect the results the combined company may achieve in future periods or the historical results that would have been obtained. These unaudited pro forma condensed consolidated financial statements, including the notes hereto, should be read in conjunction with (i) the historical consolidated financial statements for the Company included in its Form 10-K filed on March 22, 2010 and (ii) the historical financial statements of Xianghe included in the Company’s Form 8-K/A dated March 16, 2010.
 
 F-31
  CHINA MARINE FOOD GROUP LIMITED
 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
 AS OF DECEMBER 31, 2009
 (Currency expressed in United States Dollars (“US$”))
 
 The Company


Xianghe


Pro forma adjustment




Pro forma consolidatedASSETSCurrent assets:Cash and cash equivalents

$
7,143,232


$
435,933







$
7,579,165Accounts receivable, net


18,834,062



1,391,457








20,225,519Inventories


3,876,950



10,871








3,887,821Note receivable


26,399,696



-



(26,399,696
)
A



-Amount due from an owner


-



1,442,623



(1,400,304
)
A



42,319Prepaid expenses and other current assets


151,653



-









151,653Total current assets


56,405,593



3,280,884









31,886,477Non-current assets:Goodwill


-



-



2,391,866

A



2,391,866Property, plant and equipment, net


8,599,977



395









8,600,372Intangible asset, net


-



8,596



23,471,410

A



23,480,006Prepayment for land use right


2,274,323



-









2,274,323Land use rights, net


615,355



-









615,355TOTAL ASSETS

$
67,895,248


$
3,289,875








$
69,248,399LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities:Short-term borrowings

$
4,139,121


$
-








$
4,139,121Accounts payable, trade


885,286



402,982









1,288,268Amount due to a stockholder/an owner


69,587



-









69,587Income tax payable


618,664



225,180









843,844Accrued liabilities and other payable


2,334,384



240,808









2,575,192Total current liabilities


8,047,042



868,970









8,916,012Stockholders’ equity:Preferred stock


-



-









-Common stock


23,414



733,483



(733,483
)
B



23,414Additional paid-in capital


16,888,532



-









16,888,532Statutory reserve


5,614,517



253,364



(253,364
)
B



5,614,517Accumulated other comprehensive income


3,576,135



(1,670
)


1,670

B



3,576,135Retained earnings


33,745,608



1,435,728



(1,435,728
)
B



33,745,608Total stockholders’ equity


59,848,206



2,420,905









59,848,206Non-controlling interest


-



-



484,181

B



484,181TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$
67,895,248


$
3,289,875








$
69,248,399
  F-32
 
 CHINA MARINE FOOD GROUP LIMITED
 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
 STATEMENT OF OPERATIONS
 FOR THE YEAR ENDED DECEMBER 31, 2009
 (Currency expressed in United States Dollars (“US$”))
 
 The Company


Xianghe #1


Pro forma adjustments




Pro forma consolidatedRevenue, net

$
69,585,683


$
7,568,657







$
77,154,340Cost of revenue


(50,456,225
)


(4,530,736
)







(54,986,961
)Gross profit


19,129,458



3,037,921








22,167,379Operating expenses:Depreciation and amortization


(79,725
)


(418
)







(80,143
)Sales and distribution


(608,685
)


(632,290
)







(1,240,975
)General and administrative


(2,276,006
)


(83,770
)







(2,359,776
)Total operating expenses


(2,964,416
)


(716,478
)







(3,680,894
)Income from operations


16,165,042



2,321,443








18,486,485Other income (expenses):Subsidy income


309,901



-








309,901Rental income


82,299



-








82,299Interest income


288,687



823



(70,010
)
C



219,500Interest expense


(230,433
)


(70,010
)


70,010

C



(230,433
)Total other expenses


450,454



(69,187
)








381,267Income before income taxes


16,615,496



2,252,256









18,867,752Income tax expense


(2,051,042
)


(563,164
)








(2,614,206
)Non-controlling interest


-



-



(337,818
)
C



(337,818
)NET INCOME

$
14,564,454


$
1,689,092








$
15,915,728Per share information:Net income per share– Basic

$
0.63



-





D


$
0.69– Diluted

$
0.60



-





D


$
0.65Weighted average shares outstanding– Basic


23,062,839



-









23,062,839– Diluted


24,391,942



-









24,391,942
 
 Notes:
 #1         Representing with the operating result for the period from July 28, 2009 (Inception) to December 31, 2009.
 
 #2         The pro forma condensed consolidated statement of operations for the year ended December 31, 2008 is not required as Xianghe was not in existence during 2008 fiscal year.
  F-33
  NOTE 1
BASIS OF PRESENTATION
 
 The unaudited pro forma condensed consolidated balance sheet assumes that the purchase took place on January 1, 2010 and certain assets and liabilities of Xianghe were acquired and assumed by the Company. Such financial statement combines the historical consolidated balance sheet of the Company and Xianghe at December 31, 2009. The unaudited pro forma condensed consolidated statement of operations assume that the purchase took place on December 31, 2009, and combine the historical consolidated statement of operations of the Company and Xianghe for the year ended December 31, 2009.
 
 There were no significant transactions on a combined basis between the acquired entity and the Company during the periods presented.
 
 The following unaudited pro forma condensed consolidated financial information was prepared using the purchase method of accounting as required by Accounting Standards Codification Topic 805, “Business Combinations”. The purchase price has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as of the date of acquisition. Any differences between the fair value of the consideration issued and the fair value of the assets and liabilities acquired will be recorded as goodwill.
 
 
 NOTE 2
PRO FORMA ADJUSTMENTS
 
 These unaudited pro forma condensed consolidated financial statements reflect the following pro forma adjustments:
 
 ·
Adjustment (A)
 
 The following table summarizes the historical value of the assets acquired and liabilities assumed at the date of acquisition. The allocation of the purchase price consideration is presented as below:
 Acquired assets:Cash and cash equivalents

$
435,933Accounts receivable, net


1,391,457Inventories


10,871Amount due from an owner


1,442,623Property, plant and equipment, net


395Intangible assets, net


8,596Total assets acquired


3,289,875Less: liabilities assumedAccounts payable, trade


402,982Amount due to an owner


-Income tax payable


225,180Accrued liabilities and other payable


240,808Total liabilities assumed


868,970Less: non-controlling interest


484,181Net assets acquired


1,936,724Algae-based drink know-how *


23,471,410Goodwill


2,391,866Purchase price consideration

$
27,800,000
  F-34
 Pursuant to the Share Purchase Agreement (the “Agreement”), the aggregate purchase price is approximately $27,800,000 (equivalent to RMB190,000,000), in which approximately $26,400,000 is payable by Xianghe upon the conversion of its short-term loan and approximately $1,400,000 is payable by the Company’s subsidiary, Mingxiang.
 
 Algae-based drink know-know is acquired at its fair value, based upon the independent valuation report.
 
 ·
Adjustment (B)
 
 To reflect (1) the elimination of the stockholders' equity accounts of Xianghe, (2) the equity component of the purchase price, and (3) the purchase price allocation as reflected above in Adjustment (A).
 
 ·
Adjustment (C)
 
 To reflect (1) the elimination of interest expense and interest income on short-term loan from Mingxiang to Xianghe and (2) to record net income attributable to non-controlling interest.
 
 ·
Adjustment (D)
 
 Pro forma basic income per common share is computed by dividing the pro forma net income applicable to common stockholders by the pro forma weighted average number of common shares assumed to be outstanding during the periods of computation. Pro forma diluted income per common share is computed using the pro forma weighted average number of common shares and, if dilutive, potential common shares outstanding during the periods.


F-35




ITEM 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure





On October 29, 2010, the Company engaged BDO China Li Xin Da Hua (“BDO China”) as the Company’s new independent accountant. During the two most recent years ended December 31, 2009 and 2008, and any subsequent interim period through October 29, 2010, the Company did not consult with BDO China, the newly engaged accountant, regarding any matter described in Item 304(a)(2) of Regulation SK, including any issue related to the Company’s financial statements, subject of a disagreement, any reportable event or the type of audit opinion that might be rendered for the Company. The change of independent accountant was approved by the Audit Committee of the Board of Directors of the Company.





On October 29, 2010, the Company’s former independent accountant, ZYCPA Company Limited (“ZYCPA”) resigned as independent accountant of the Company.  The former independent accountant’s reports on the Company’s financial statements for the last two fiscal years did not contain any adverse opinions or disclaimer of opinions, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore, the accountant’s reports did not include any disclosure of uncertainty regarding the Company’s ability to continue as a going concern.





During the Company’s past two fiscal years ended December 31, 2009 and 2008, and in the subsequent interim period through October 29, 2010 (the date of the resignation of the former accountant), there were no disagreements between the Company and ZYCPA, the former independent accountant, on any matter of accounting principles or practices, financial statement disclosure or auditing scope and procedure which, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement in connection with its report.





On January 27, 2009, we dismissed Cordovano and Honeck LLP (“CHLLP”) as its independent registered public accounting firm. The decision to dismiss CHLLP was approved by our Board of Directors. Concurrently, we engaged ZYCPA Company Limited (“ZYCPA”) as its new independent registered public accounting firm to audit our financial statements for the year ended December 31, 2008.





The reports of CHLLP on our balance sheet as of December 31, 2007 and the related statement of operations, stockholders’ equity and cash flows for the year ended December 31, 2007, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle.





During the fiscal year ended December 31, 2007 and each of the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008, there were no disagreements with CHLLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of CHLLP, would have caused it to make reference to the subject matter of the disagreement in connection with their reports on the Company’s balance sheets as of December 31, 2007 and the related statements of operations, stockholders’ equity and cash flows for each of the quarters in the year ended December 31, 2007.





During the fiscal year ended December 31, 2007 and each of the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.





Prior to ZYCPA’s engagement, we did not consult with ZYCPA regarding any matters described in Item 304(a)(2)(i) or Item 304(a)(2)(ii) of Regulation S-K.




65




ITEM 9A(T).
Controls and Procedures





Evaluation of Disclosure Controls and Procedures





Based on their evaluation as of December 31, 2010, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-K. The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, means controls and other procedures of a company that are designed to ensure
that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exhchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information require to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding require disclosure.


Management’s Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010.





Our internal control over financial reporting is a process designed by or under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
are being made only in accordance with authorizations of management and the directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on our financial statements.





In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in ‘Internal Control – Integrated Framework’. Our management has concluded that, as of December 31, 2010, our internal control over financial reporting is effective based on these criteria.





This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.





There were no changes in our internal controls over financial reporting during the year ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting. On January 1, 2010, Mingxiang acquired shares representing 80% of the registered capital stock of Xianghe. Its operations have been excluded from our review of the internal controls under Section 404 of the Sarbanes-Oxley Act of 2002. We integrated Xianghe’s operations, including internal controls and processes, and extended our Section 404 compliance program to Xianghe’s operations.





Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within China Marine Food Group Limited have been detected.





ITEM 9B.
Other Information





None





PART III.





ITEM 10.
Directors and Executive Officers of the Registrant, and Corporate Governance





DIRECTORS AND OFFICERS





The following sets forth the name and position of each of our current executive officers and directors.





Name

Age

Position heldPengfei LIU

55

CEO, Secretary and DirectorMarco Hon Wai KU

37

Chief Financial OfficerWeipeng LIU

34

DirectorXiaochuan LI

66

Independent DirectorChanghu XUE

46

Independent DirectorHonkau WAN

37

Independent Director




66




None of the Directors and Executive Officers is related to each other or the Substantial Shareholder.





Pengfei Liu has served as the CEO and Secretary and as a Director of China Marine Food Group Limited since November 2007. He is the founder of our Company, and has been spearheading the expansion and growth of our Company. Mr. Liu is responsible for our operations, marketing, public relations, strategic planning and development of new products and markets and overall running of our Company.





From 1975 to 1981, Mr. Liu served as a seaman with the Zhejiang East Ocean Navy. From 1981 to 1993, he worked as a trader in seafood. In 1994, Mr. Liu established Mingxiang and has been employed full time as its Chief Executive Officer ever since. In October 2003, Mr. Liu was elected as member of the executive committee of the China Aquatic Products Processing and Marketing Association (CAPPMA). In December 2003, Mr. Liu was appointed committee member of the Shishi Committee (Fujian Province) of the Chinese People’s Political Consultative Conference. In January 2005, Mr. Liu was elected vice-chairman of the executive committee of Quanzhou Food Products Industry Association. In December 2005, Mr. Liu was appointed as a member of the executive committee of the China Chamber of International Commerce,
Shishi Chamber of Commerce. In August 2006, Mr. Liu was appointed executive member of the general meeting of the Fujian Aquatic Products Processing and Marketing Association (FAPPMA). Mr. Liu is not a member of the board of directors for any other public company or any investment company, neither has he been a member of the board of directors for such companies for the past five years.The Board believes that Mr. Liu has the experience, qualifications, attributes and skills necessary to serve on the Board because of his over 30 years of experience in the seafood industry, his having provided leadership and strategic direction to the Company as its founder and his unparalleled knowledge of the Company and its business.





Marco Hon Wai Ku is our Chief Financial Officer and joined our Company in July 2007. He is responsible for the corporate finance function of our Company and oversees matters relating to accounting, financial administration and the compliance and reporting obligations of our Company. Mr. Ku obtained a bachelor’s degree in Finance from the Hong Kong University of Science and Technology in 1996, and is currently a Fellow Member of the Hong Kong Institute of Certified Public Accountants.





Prior to joining us, from 1996 to 2000, Mr. Ku was with KPMG, where he last held the position as Assistant Manager. From August 2000 to February 2003, he was the Manager - Corporate Services in Logistics Information Network Enterprise (HK) Limited, a subsidiary of Hutchison Port Holdings Ltd., where he later worked as Manager - Management Accounting from March 2003 to September 2004. From October 2004 to September 2005, he worked as a Financial Controller for Hongkong.com Company Limited (a Hong Kong listed company within the China.com Group). And from October 2005 to April 2007, he co-founded KISS Catering Group, which is a food and beverage business in Beijing. Mr. Ku is not a director of any other public company or any investment company, neither has he been a member of the board of directors for such
companies for the past five years.




Weipeng Liuhas served as a Director of the Company since November 2007. Mr. Liu oversees the construction, operation and maintenance of our equipment and production facilities in the capacity of Manager of Operations, a position he has held since 1997. In 1997, Mr. Liu joined our Company as Mingxiang and Rixiang’s facilities manager. He was appointed to serve as a director of Rixiang in October 2006.Mr. Liu graduated with a degree in mechanical design and manufacturing and automation from Fuzhou University in 1997. Mr. Liu is not a member of the board of directors of any other public company or any investment company, neither has he been a member of the board of directors for such companies
for the past five years.The Board believes that Mr. Liu has the experience, qualifications, attributes and skills necessary to serve on the Board because of his over 10 years of experience with the Company and his knowledge of our equipment and production facilities.





Xiaochuan Lihas served as an independent Director of the Company since October 2008. Mr. Li has been the Director of the Division for Test of the Safety and Quality of Aquatic Products in the Yellow Sea Fisheries Research Institute of the Chinese Academy of Fishery Sciences since 1978, where he is responsible for the marine products processing technology research and carrying out coordination in terms of both quality and quantity examination and formulating related standards. From 1987 to 2005, Mr. Li was also the Center Director of the National Center for Quality Supervision and Test of Aquatic Products. During his tenure, Mr. Li was responsible for overseeing the daily operation of the
laboratory and inspection center. Mr. Li is not a member of the board of directors of any other public company or any investment company, neither has he been a member of the board of directors for such companies for the past five years.





The Board believes that Mr. Li has the experience, qualifications, attributes and skills necessary to serve on the Board because of his over 30 years of experience with the seafood industry, his management skills as the Director of the Division for Test of the Safety and Quality of Aquatic Products in the Yellow Sea Fisheries Research Institute of the Chinese Academy of Fishery Sciences and for his experience in testing and quality control of seafood products.





Changhu Xue has served as an independent Director of the Company since October 2008. Since 1990, Mr. Xue has been a professor of Aquatic Product Processing and Preserving Engineering at the Ocean University of China. Mr. Xue is a Council Member of China Society of Fisheries and the Chairman of the Fish Processing and Comprehensive Utilization Sub-committee of the China Society of Fisheries. He is also the Chief Secretary of the Steering Committee for Light Industry and Food Education in the Ministry of Education for the People’s Republic of China. Mr. Xue’s major focus of research has been in aquatic product processing and fisheries chemistry. Mr. Xue has completed over 20 state and provincial research projects including the research schemes in
the National Natural Science Foundation of China and has published over 100 papers and articles in academic journals. In 1990, Mr. Xue was the first recipient of a doctoral degree in Agriculture and Aquatic Products in China. Mr. Xue has obtained 8 patent certificates and 2 technological achievements awarded by the provincial authority. Mr. Xue is not a member of the board of directors of any other public company or any investment company, neither has he been a member of the board of directors for such companies for the past five years.The Board believes that Mr. Xue has the experience, qualifications, attributes and skills necessary to serve on the Board because of his extensive academic knowledge of the seafood industry and research accomplishments.




67




Honkau Wan has served as an independent Director of the Company since October 2008. Mr. Wan has practiced as a certified public accountant (“CPA”) since 2003. His firm provides professional auditing, consultancy and secretarial services to his clients on a variety of industries. From 2000 to 2002, Mr. Wan served in a multi-national company as an internal auditor, where he participated in evaluating the internal control systems of the group companies and made recommendations to the management. The multi-national company was involved in the following industries: financial institutions, property development, airline and security broker in Hong Kong, China, United States and other Asia Pacific countries. From 1996 to 1999, Mr. Wan was with KPMG
auditing financial institutions. Mr. Wan received a BBA in Accounting, with Honors, from the Hong Kong Polytechnic University in 1996. Mr. Wan is not a member of the board of directors of any other public company or any investment company, neither has he been a member of the board of directors for such companies for the past five years.The Board believes that Mr. Wan has the experience, qualifications, attributes and skills necessary to serve on the Board because of his over 15 years of relevant experience in finance and accounting.





There are no agreements or understandings for any of our executive officers or directors to resign at the request of another person, and no officer or director is acting on behalf of nor will any of them act at the direction of any other person.





SIGNIFICANT EMPLOYEES





Other than the officers described above, we do not expect any other individuals to make a significant contribution to our business.





FAMILY RELATIONSHIPS





There are no family relationships among our officers, directors, persons nominated for such positions, or significant shareholders.





INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS





None of our directors, executive officers, or control persons have been involved in any of the following events during the past ten years:





l
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of bankruptcy or within two years prior to that time; or





l
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); or





l
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or





l
Being found by a court of competent jurisdiction (in a civil violation), the SEC or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; or





l
Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: any Federal or State securities or commodities law or regulation; or any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity. This violation does not apply to any settlement of a civil proceeding among private litigants; or





l
Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.





BOARD COMMITTEES





The Board of Directors is composed of five directors: Mr. Pengfei Liu, Mr. Weipeng Liu, Mr. Xiaochuan Li, Mr. Changhu Xue and Mr. Honkau Wan. All board action requires the approval of a majority of directors in attendance at a meeting at which a quorum is present.




68




On June 18, 2009, the Company established an Audit Committee of the Board with the responsibility for assisting the Board in fulfilling its oversight role regarding the Company’s financial reporting process, its system of internal control and its compliance with applicable laws, regulations and company policies. Honkau Wan, Xiaochuan Li, and Changhu Xue were elected to be members of the Audit Committee and shall serve the Committee until their successors are duly elected and qualified. On June 18, 2009, the Company also established a Governance Committee and a Compensation Committee, and elected Xiaochuan Li and Changhu Xue as members to each of the Committee.





The Audit Committee is primarily responsible for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal controls. The Company’s Board of Directors has determined that the registrant has one audit committee financial expert, Honkau Wan, serving on its Audit Committee. Honkau Wan has been CPA since 2003 and understands the generally accepted accounting principles and financial statements. He is considered as independent director as defined in the listing standards applicable to the Registrant. His relevant experiences are disclosed in the above content in Item 10 of this Form 10-K.





The Nominating Committee is primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The Corporate Governance Committee is also responsible for overseeing the creation and implementation of our corporate governance policies and procedures. The Company does not have procedures by which security holders may recommend nominees to the Company’s Board of Directors.





The Compensation Committee is primarily responsible for reviewing and approving our salary and benefit policies (including equity plans), including compensation of executive officers.





COMPLIANCE EITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934





Section 16(a) of the Securities and Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial statements of beneficial ownership on Form 3, reports of changes in ownership on Form 4 and annual reports concerning their ownership on Form 5. Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.





CODE OF ETHICS





We adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 on January 24, 2008. On August 10, 2009, we amended our Standards of Business Conduct and Finance Code of Professional Conduct. The amended Standards of Business and Finance Code of Professional Conduct apply to our officers, directors and employees. The principal change to the Finance Code of Professional Conduct was to make it applicable to all employees and not only employees in the finance department to comply with the rules of the NYSE/AMEX. The principal change to the Standard of Business Conduct was to provide guidelines to employees to report any suspected or known violations of the Finance Code of Professional Conduct, the Standards of Business Conduct, or other China Marine policies.





All employees will:


·
Act with honesty and integrity, avoiding actual or apparent conflicts of interest in their personal and professional relationships.





·
Provide shareholders with information that is accurate, complete, objective, fair, relevant, timely, and understandable, including information in our filings with and other submissions to the U.S. Securities and Exchange Commission and other public bodies.





·
Comply with rules and regulations of federal, state, provincial and local governments, and of other appropriate private and public regulatory agencies.





·
Action in good faith, responsibly, with due care, competence, and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.





·
Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose.





·
Not use confidential information acquired in the course of one’s work for personal advantage.





·
Share knowledge and maintain professional skills importance and relevancy to shareholders’ needs.





·
Proactively promote and be an example of ethical behavior as a responsible individual among peers, in the working environment and the community.





·
Exercise responsible use, control, and stewardship over all China Marine assets and resources that are employed by or entrusted to us.





·
Not coerce, manipulate, mislead, or unduly influence any authorized audit or interfere with any auditor engaged in the performance of an internal or independent audit of China Marine’s system of internal controls, financial statements, or accounting books and records.




69




This Finance Code of Professional Conduct embodies principles which we are expected to adhere to and advocate. These principles of ethical business conduct encompass rules regarding both individual and peer responsibilities, as well as responsibilities to China Marine shareholders and the public. The CEO, CFO, and all employees are expected to abide by this Code. Any violations of the China Marine’s Finance Code of Professional Conduct may result in disciplinary action, up to and including termination of employment.





ITEM 11.
Executive Compensation





COMPENSATION DISCUSSION AND ANALYSIS





Background and Compensation Philosophy





Our Compensation Committee consists of Xiaochuan Li and Changhu Xue, both independent directors. The Compensation Committee and, prior to its establishment in June 2009, our Board of Directors determined the compensation to be paid to our executive officers based on our financial and operating performance and prospects, the level of compensation paid to similarly situated executives in comparably sized companies, such as HQ Sustainable Maritime Industries, Inc., Zhongpin Inc. and American Dairy, Inc., and contributions made by the officers’ to our success. Each of the named officers will be measured by a series of performance criteria by the Board of Directors, or the compensation committee, on a yearly basis. Such criteria will be set forth based on certain objective parameters such as job
characteristics, required professionalism, management skills, interpersonal skills, related experience, personal performance and overall corporate performance.





Our Board of Directors and Compensation Committee have not adopted or established a formal policy or procedure for determining the amount of compensation paid to our executive officers. The Compensation Committee makes an independent evaluation of appropriate compensation to key employees, with input from management. The Compensation Committee has oversight of executive compensation plans, policies and programs.





Our compensation program for our executive officers and all other employees is designed such that it will not incentivize unnecessary risk-taking. The base salary component of our compensation program is a fixed amount and does not depend on performance. Our cash incentive program takes into account multiple metrics, thus diversifying the risk associated with any single performance metric, and we believe it does not incentivize our executive officers to focus exclusively on short-term outcomes. Pursuant to their Service Agreements with the Company, Pengfei Liu and Weipeng Liu can receive a bonus based on the Company’s profitability before taxes (“PGT”). To date, we have not granted equity awards as incentive bonuses. Our equity awards are expected to be subject to vesting to align the long-term
interests of our executive officers with those of our stockholders.





Elements of Compensation





We provide our executive officers with a base salary and certain bonuses to compensate them for services rendered during the year. Our policy of compensating our executives with a cash salary has served us well. Because of our history of attracting and retaining executive talent, we do not believe it is necessary at this time to provide our executives equity incentives, or other benefits in order for us to continue to be successful, apart from the common stock award granted to Mr. Ku as described below.





Base Salary





The base salary paid to Mr. Pengfei Liu, Mr. Shaobin Yang and Mr. Marco Ku during 2008 was approximately $138,000, $65,000 and $118,000, respectively. In 2009, the base salary paid to Mr. Pengfei Liu, Mr. Marco Ku and Mr. Weipeng Liu was approximately $140,000, $140,000 and $44,000, respectively. The 2010 base salary for Mr. Pengfei Liu, Mr. Marco Ku and Mr. Weipeng Liu is about $142,000, $142,000 and $44,000, respectively. All such amounts were paid in cash. The value of base salary reflects each executive’s skill set and the market value of that skill set in the sole discretion of our Board of Directors and/or our executive officers. The compensation paid to our each independent director Xiaochuan Li, Changhu Xue, and Honkau Wan in the year of 2010 are $9,100, $9,100, and $7,700,
respectively.





Bonuses





Incentive bonuses for Mr. Pengfei Liu and Mr. Weipeng Liu are based on a fixed formula as more fully described below under “Bonuses and Deferred Compensation” and are based upon our PBT, where “PBT” refers to the audited combined profit from our operations and before income tax and before any dividend distribution (excluding non-recurring exceptional items and extraordinary items) and before minority interests for the relevant financial year. Since the PBT for the year ended December 31, 2010 was $25,989,079, Mr. Pengfei Liu and Mr. Weipeng Liu were eligible to receive a bonus for 2010 in an amount of approximately $264,000 and $50,000, respectively.





We have determined and provided our other executive officers with cash or equity bonuses at the end of each fiscal year. Our Compensation Committee  reviews the necessity of such bonuses on a yearly basis based on our financial and operating performance and prospects, the level of compensation paid to similarly situated executives in comparably sized companies and contributions made by the officers’ to our success.





Equity Incentives





In December 2010, the Board of Directors approved the 2010 Stock Award Plan (the "Plan") covering 2,800,000 shares. The Company anticipates submitting the plan for shareholder approval at the annual meeting of shareholders to be convened in 2011. The shares underlying the Plan were subsequently registered pursuant to a form S-8 under the Securities Act.




70




The Plan is intended to benefit the stockholders of the Company by providing a means to attract, retain and reward individuals who can and do contribute to the longer-term financial success of the Company.  Further, the recipients of stock-based awards under the Plan should identify their success with that of the company's shareholders and therefore will be encouraged to increase their proprietary interest in the Company. The Compensation Committee (the “Committee”) administers the Plan.





The Plan provides for the granting of non-qualified stock options, incentive stock options (within the meaning of Section 422 of the Code), stock appreciation rights ("SARs"), stock award and stock unit awards, performance shares and other cash or share-based awards. In the event of any merger, reorganization, recapitalization, stock split, stock dividend, or other change in corporate structure that affects our common stock, an adjustment may be made to the (a) maximum number of shares available for grants under the plan and/or kind of shares that may be delivered under the plan, (b) the individual award limits under the plan and (c) number, kind and/or price of shares subject to outstanding awards granted under the plan, by the Committee or the Board of Directors, to prevent dilution or enlargement of rights.
Shares of stock covered by an award under the plan that is cancelled, expired, forfeited or settled in cash will again be available for issuance in connection with future grants of awards under the plan.





The Committee or Board of Directors has broad authority to administer the plan, including the authority to determine when and to whom awards will be made, determine the type and size of awards, determine the terms and conditions of awards, construe and interpret the plan and award agreements, establish rates and resolutions for the plan's administration, and amend outstanding awards. Generally, the plan is open to directors, employees and consultants who are selected by the Committee or Board of Directors.





Stock Award.Stock Units and Performance Shares. These awards may be granted in such amounts and subject to such terms and conditions as determined by the Committee or Board of Directors. Holders of restricted stock may generally exercise full voting rights and may be credited with regular dividends paid with respect to the underlying shares while they are so held; however, stock dividends or other non-cash distributions made with respect to restricted stock awards generally will be subject to the same restrictions as the restricted stock award. Generally, after the last day of the applicable period of restriction, the shares become freely transferable.





Stock units and performance shares are conditional grants of a right to receive a specified number of shares of common stock or an equivalent amount of cash (or a combination of shares and cash) if certain conditions are met. Each restricted stock unit and performance share must have an initial value equal to the fair market value of a share on the date of grant. Stock units may have conditions relating to continued service or employment only or continued employment or service and attainment of performance goals, as determined by the Committee or Board of Directors. Performance shares may be granted based on a performance period of one or more years or other periods, as determined by the Committee or Board of Directors.





Stock Options. Options granted under the plan may be "incentive stock options," as defined in Section 422 of the Code, or "nonqualified stock options" which are stock options that do not qualify as incentive stock options. An incentive stock option must expire within ten years from the date it is granted (five years in the case of options granted to holders of more than 10% of the total combined voting power of all classes of our stock and the stock of our subsidiaries). The exercise price of an incentive stock option, qualified or non-qualified, must be at least equal to 120% of the fair market value on the date such incentive stock option is granted. Subject to such restrictions as the Committee or Board of Directors may
impose, the exercise price of options granted under the plan may be paid (i) in cash or its equivalent, (ii) by delivery, or attesting to the ownership, of previously-acquired shares of our common stock, (iii) pursuant to a cashless exercise program, (iv) by such other methods as the Committee or Board of Directors may permit or (v) by any combination of (i), (ii), (iii) and (iv). As of the date of this prospectus, no non-qualified stock options had been granted under the plan.





SARs. The Committee or Board of Directors may grant a SAR in connection with all or any portion of an option grant as well as independent of any option grant. A SAR entitles the participant to receive the amount by which the aggregate market price at the time of exercise of a specified number of shares over the aggregate exercise price of the stock appreciation right being exercised. The excess amount will be payable in common stock, in cash, or in a combination of shares and cash.





The Committee or Board of Directors must determine the performance objectives for grants of performance shares and the range of the number of shares to be paid to an employee if the relevant measure of performance is met within the performance period. Recipients of stock units and performance shares may receive dividend equivalents with respect to their awards.





Other Awards. Subject to the terms of the plan, the Committee or Board of Directors may grant other awards such as deferred share, share or cash awards based on attainment of performance or other goals or shares in lieu of cash under other incentive or bonus programs. Payment under such awards may be made in such manner and at such times as the Committee or Board of Directors may determine.





Except as otherwise provided in a participant's award agreement, upon the occurrence of a change in control of the company, then the amount of shares that will vest shall be determined by the Committee.  In the event a recipient’s employment or service with the Company is terminated by the Company following a change in control, each award held by the recipient that was exercisable as of the date of termination of his employment or service shall remain exercisable for a period ending not before the earlier of the first anniversary of the termination of the receipient’s employment or service or the expiration of the stated term of the award.





The Plan may be amended, suspended or terminated at any time by our Board of Directors, provided that suspension or termination shall not of itself impair any outstanding award granted under the plan or the applicable participant's rights regarding such award.




71




As of February 22, 2011, we had not made any awards under the Plan.  We did award 30,000 shares to Mr. Ku in 2010  pursuant to his employment agreement upon the completion of his third year’s service for the Company. In the future, we may adopt and establish an equity incentive plan pursuant to which awards may be granted if our Compensation Committee determines that it is in the best interests of our stockholders and the Company to do so.





Option Grants in the Last Fiscal Year





We did not grant any options or stock appreciation rights to our named executive officers or directors in the fiscal year 2010. As of December 31, 2010, none of our executive officers or directors owned any of our derivative securities.





Retirement Benefits





Our executive officers are not presently entitled to company-sponsored retirement benefits.





Perquisites





We have not provided our executive officers with any material perquisites and other personal benefits and, therefore, we do not view perquisites as a significant or necessary element of our executive’s compensation.





Deferred Compensation





We do not provide our executives the opportunity to defer receipt of annual compensation.





The following table sets forth information for the period indicated with respect to the persons who served as our CEO, CFO and other most highly compensated executive officers who served on our Board of Directors.





SUMMARY COMPENSATION TABLE


Name and

Position

Year

Salary

($)


Bonus

($)


Stock

Awards

($)


Option

Awards

($)


Non-Equity

Incentive Plan

Compensation

($)


Nonqualified

Deferred

Compensation

Earnings ($)


All Other

Compensation

($)


Total ($)Pengfei Liu, CEO

2008


138,000



98,000



-



-



-



-



-



236,0002009


140,000



131,000



-



-



-



-



-



271,0002010


142,000



264,000



-



-



-



-



-



406,000Shaobin Yang, Deputy CEO (1)

2008


65,000



33,000



-



-



-



-



-



98,000Marco Hon Wai Ku, CFO

2008


118,000



-



34,000



-



-



-



-



152,0002009


140,000



-



105,000



-



-



-



-



245,0002010


142,000



-



143,100



-



-



-



-



285,100Weipeng Liu, Director

2008


43,000



20,000



-



-



-



-



-



63,0002009


44,000



27,000



-



-



-



-



-



71,0002010


44,000



50,000



-



-



-



-



-



94,000





(1)   Mr. Yang resigned from the Company on December 28, 2008.





On November 17, 2007, we entered into a reverse acquisition transaction with Ocean Technology that was structured as a share exchange and in connection with that transaction; Mr. Liu became the Chief Executive Officer (“CEO”). Prior to the effective date of the reverse acquisition, Mr. Liu served at Ocean Technology as the CEO. The annual, long term and other compensation shown in this table include the amount Mr. Liu received from Ocean Technology prior to the consummation of the reverse acquisition.





SERVICE AGREEMENTS WITH DIRECTORS AND EXECUTIVE OFFICERS





On November 17, 2007, we entered into separate service agreements (“Service Agreements”) with our executive directors, namely, Pengfei Liu, Shaobin Yang and Weipeng Liu, on substantially similar terms, which will remain effective until December 31, 2010.  On December 28, 2008, the Company received the resignation of Shaobin Yang as our Executive Director and Deputy Chief Executive Officer. Mr. Yang resigned for personal reasons and had no disagreements with the Company, its Board of Directors or management. After December 31, 2010, each of the Service Agreements will continue for a further term of three years unless otherwise terminated by the respective parties to the Service Agreement giving not less than six months’ notice in writing to the counterparty to such agreement. Each
of the Service Agreements may be terminated if any of the executive directors commits a breach of his Service Agreement, such as being convicted of any offence involving fraud or dishonesty or being adjudicated bankrupt. There are no benefits payable to an executive director upon termination of his Service Agreement. The Service Agreement covers the terms of employment, such as salary and bonus.




72




We also have entered into a service agreement with Marco Hon Wai Ku who joined the Company as our chief financial officer in July 2007. The service agreement with Mr. Ku is renewable on a year-to-year basis and may be terminated by either party giving not less than two months’ notice in writing to the other. The service agreement was renewed in July 2009.  The service agreement may also be terminated if Mr. Ku commits a breach of the agreement, such as being convicted of any offence involving fraud or dishonesty or being adjudicated bankrupt. The service agreement covers the terms of employment, such as salary and bonus. Under the service agreement, Mr. Ku has also agreed not to enter into businesses that will compete with us for a period of six months after the termination of
the service agreement.  Mr. Ku will be paid annual cash compensation, including his travel and housing allowance, of approximately $142,000, and will receive a common stock award of 30,000 shares upon the completion of his third year’s service for the Company.





Bonuses and Deferred Compensation





Pursuant to the Service Agreements, we will pay to each of Pengfei Liu and Weipeng Liu an incentive bonus based on our PBT.





The amount of incentive bonus that Pengfei Liu is expected to receive in each fiscal year will be determined as follows:





Rate of Incentive BonusPBT

Pengfei LiuWhere the PBT is between US $ 11,801,499 and US $ 14,751,873

0.75% of the PBTWhere the PBT is US $ 14,751,873 or more but not more than US $ 17,702,248

0.75% of the PBT for the first US $ 14,751,873 of PBT; and

1.0% on the amount over US $ 14,751,873Where the PBT is US $ 17,702,248 and above

0.75% of the PBT for the first US $ 14,751,873 of PBT;

1.0% on the US $ 2,950,375 after the first US $ 14,751,873 of PBT; and

1.5% on the amount over US $ 17,702,248





The amount of incentive bonus that Weipeng Liu is expected to receive in each fiscal year will be determined as follows:





Rate of Incentive BonusPBT

Weipeng LiuWhere the PBT is between US $ 11,801,499 and US $ 14,751,873

0.15% of the PBTWhere the PBT is above US $ 14,751,873

0.15% of the PBT for the first US $ 14,751,873 of PBT; and

0.25% on the amount over US $ 14,751,873





The incentive bonuses will be paid in the first quarter of the year following the year of assessment. The first assessment year for incentive bonuses was 2008.





This particular performance metric was chosen by the Board of Directors because they believed that such scheme would help in measuring the rewards provided to the senior executives and the directors in an open, fair, and measurable manner given the bonuses were tied in with the performance of the group. A progressive basis was selected because the senior executives and the directors could be highly motivated under the said scheme and we believe this should improve long-term stockholder value over time. This particular performance metric was arbitrarily determined by the Board of Directors after considering our historical business performance and the expected returns which could be possibly achieved if the business strategies and development plans could be implemented and well managed by the
management. This performance metric will be consistently reviewed by the Compensation Committee.





We do not have any deferred compensation or retirement plans.





Director Compensation





We also have entered into Independent Director Agreements (the “Agreements”) with Xiaochuan Li, Changhu Xue and Honkau Wan (“Director” or “Directors”). The Agreements shall terminate on the date of the Director’s removal or resignation with each 12-month period ending on the anniversary date of the Director’s appointment constituting a Service Year. Compensation for Xiaochuan Li and Changhu Xue shall be RMB60,000 and Honkau Wan should be HK$60,000 per Service Year, respectively. Further, the Company will reimburse the Directors for expenses incurred in good faith in the performance of the Director’s duties for the Company.





We will bear all travelling and travel-related expenses, entertainment expenses and other out-of-pocket expenses reasonably incurred by our executive directors in the process of discharging their respective duties on our behalf.





The following table sets forth the total compensation paid to each independent Board member in 2010, 2009 and 2008:




73




Director Compensation For 2010





Fees Earnedor paid


StockName

in Cash


Awards


TotalXiaochuan LI

$
9,102
(1)

$
0


$
9,102Changhu XUE

$
9,102
(1)

$
0


$
9,102Honkau WAN

$
7,692
(2)

$
0


$
7,692TOTAL









$
25,896





(1)  This amount is based on the exchange rate as of December 31, 2010 of US$1 equal to RMB6.5918.





(2)  This amount is based on the exchange rate of US$1 equal to HK$7.80.





Except as disclosed herein, we have no other existing or proposed service agreement with any of our directors.





INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS





Our bylaws provide for the indemnification of our present and prior directors and officers or any person who may have served at our request as a director or officer of another corporation in which we own shares of capital stock or of which we are a creditor, against expenses actually and necessarily incurred by them in connection with the defense of any actions, suits or proceedings in which they, or any of them, are made parties, or a party, by reason of being or having been director(s) or officer(s) of us or of such other corporation, in the absence of negligence or misconduct in the performance of their duties. This indemnification policy could result in substantial expenditure by us, which we may be unable to recoup.





Insofar as indemnification by us for liabilities arising under the Securities Exchange Act of 1934 may be permitted to our directors, officers and controlling persons pursuant to provisions of the Amended Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us is in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.





There is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.





ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





The following tables set forth information regarding beneficial ownership of  28,977,976 outstanding shares of common stock as of February 25, 2011 (i) by each person who is known to us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group. Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 and does not necessarily bear on the economic incidents of ownership or the rights to transfer the shares described below. Unless otherwise indicated each stockholder has sole voting power and dispositive power with respect to the indicated shares.





Unless otherwise specified, the address of each of the persons set forth below is in care of Da Bao Industrial Zone, Shishi City, Fujian, China, 362700.





Title of Class

Name & Address of

Beneficial Owner

Office, If

Applicable

Amount and

Nature of Beneficial

Ownership


Percent of ClassCommon Stock $0.001 par

Pengfei Liu

CEO


12,052,037



41.6
%value

Dabao Industrial Zone,Shishi City, FujianProvince, ChinaCommon Stock $0.001 par

Marco Hon Wai Ku

CFO


84,000



0.3
%value

Dabao Industrial Zone,Shishi City, FujianProvince, ChinaCommon Stock $0.001 par value

Jayhawk Private Equity Fund, LP (1)




3,294,913



11.4
%5410 West 61st Place, Suite 100Mission, KS 66205Common Stock $.001 par value

All officers and directors as a group




12,136,037



41.9
%




74




(1)
Includes 3,096,255 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Fund, L.P. and 198,658 shares of common stock, par value $0.001 per share, held by Jayhawk Private Equity Co-Invest Fund, L.P..





CHANGES OF CONTROL





There are currently no arrangements which would result in a change in control.





ITEM 13.
Certain Relationships and Related Transactions, and Director Independence





INTERESTED PERSON TRANSACTIONS





Except as disclosed herein, we have not entered into any related transaction with any of our directors, executive officers or controlling shareholder or their affiliates.





The transactions discussed in this section were not available to third parties. Pengfei Liu was the principal beneficial owner of Xianglin, Jixiang, Mingxiang and Rixiang when each of the transactions took place.  Therefore, Pengfei Liu and his wife, Yazuo Qiu, would provide financing for the companies in advance and provide guarantees without any consideration.




Details of the material interested person transactions for the fiscal year ended December 31, 2010are set forth below:





Year of

Transaction

Acquirer

Acquiree

Nature/Amount of Property

Acquired or to be Acquired

Terms of Transaction2010

Ocean Technology

Pengfei Liu, CEO and Controlling Shareholder

$261,789 advance.

Advance was unsecured, repayable on demand and interest-free.





As of December 31, 2010, Mingxiang is contingently liable as guarantor with respect to the loans of $758,518 (equivalent to RMB5,000,000) and $455,111 (equivalent to RMB3,000,000) to two unrelated third parties, Shishi Yu Ching Knitting and Clothing Company (“Yu Ching”) and Shishi Han Jiang Hua Lian Knitting and Clothing Factory (“Han Jiang Hua Lian”), respectively. The term of these guarantees are commenced from July 2009 through July 2011, with a renewal provision of 2 years. At any time from the date of guarantees, should Yu Ching or Han Jiang Hua Lian fail to make their due debt payments, Mingxiang will be obligated to perform under the guarantees by primarily making the required payments, including late fees and penalties. The maximum potential amount of future payments that the
Mingxiang is required to make under the guarantees is $1,213,629 (equivalent to RMB8,000,000).





According to the Personal Guarantee Agreement between Mingxiang and Mr. Liu, Mr. Liu agreed to bear all liabilities and costs to be incurred from a direct claim by the creditor if either Yu Ching or Han Jiang Hua Lian fails to make payment to the creditor upon due dates.





In accordance with ASC 460-10“Guarantees”, a guarantor must recognize a liability for the fair value of the obligations it assumes under certain guarantees. Mingxiang did not receive any consideration for the guarantee and has determined the indemnification fair value to be insignificant. As of December 31, 2010, the Company has not recorded any liabilities under these guarantees.





REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS





All ongoing and future transactions between us and any of our officers and directors and their respective affiliates, including loans by our officers and directors, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties. Such transactions or loans, including any forgiveness of loans, will require prior approval by the Corporate Governance and Nominating Committee (whose members are “independent” directors) and by a majority of our disinterested “independent” directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested
(“independent”) directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. We will not enter into a business combination or invest alongside any of our directors, officers, any affiliate of ours or of any of our directors or officers or a portfolio company of any affiliate of our directors or officers.





POTENTIAL CONFLICTS OF INTERESTS





Save as disclosed below and under the section “Interested Person Transactions”, during the past three financial years:




75




a)
None of our directors, executive officers or controlling shareholder or their affiliates have had any interest, direct or indirect, in any material transaction to which we are a party.





b)
None of our directors, executive officers or controlling shareholder or their affiliates has had any interest, direct or indirect, in any company that carries the same business or similar trade which competes materially and directly with our existing business.





c)
None of our directors, executive officers or controlling shareholder or their affiliates has had any interest, direct or indirect, in any enterprise or company that is our major customer or supplier of goods or services.





d)
None of our directors, executive officers or controlling shareholder or their affiliates has had any interest, direct or indirect, in any material transaction we have undertaken within the last three years.




ITEM 14.
Principal Accountant Fees and Services





The following is a summary of the fees billed to us by BDO China Li Xin Da Hua, the Company’s current auditors; Century Faith Consultants Limited, which prepared internal control report to the Company; Gervais McCannon Tyler & Associates, P.C., the Company’s current taxation advisors; ZYCPA Company, the Company’s former auditors (for the period January 27, 2009 to October 28, 2010), Cordovano and Honeck LLP, the Company’s former auditors (for the period November 17, 2008 to January 26, 2009):





Services  (US$’000)

2010


2009


2008Audit Fees

$
278


$
124


$
110Audit Related Fees


2



1



4Tax Fees


7



5



7All Other Fees


-



-



-TOTAL

$
287


$
130


$
121





Audit fees consist of the aggregate fees billed for services rendered for the audit of our annual financial statements, the reviews of the financial statements included in our Forms 10-Q and for any other services that are normally provided by our independent auditors in connection with our statutory and regulatory filings or engagements.





Audit related fees consist of the aggregate fees billed for professional services rendered for assurance and related services that reasonably related to the performance of the audit or review of our financial statements that were not otherwise included in audit fees.





Tax fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.





All other fees consist of the aggregate fees billed for products and services provided by our independent auditors and not otherwise included in audit fees, audit related fees or tax fees.





PART IV.





ITEM 15.
Exhibits, Financial Statement Schedules





(a) Financial Statements





The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.





(b) Exhibits





2.1
Share Exchange Agreement, dated November 17, 2007 by and among the Registrant, Ocean Technology and its stockholders. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 2.1)3.1
Amended Articles of Incorporation of the Registrant as filed with the Secretary of State of Nevada, as amended to date. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 3.1)  76
  3.2
Amended and Restated Bylaws of the Registrant. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 3.2)4.1
Form of Registration Rights Agreement dated November 17, 2007. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 4.1)4.2
Form of Common Stock Purchase Warrant issued to Investors dated November 17, 2007. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 4.2)4.3
Form of Common Stock Purchase Warrant issued to Sterne Agee & Leach, Inc. and its designee. (Filed with the Commission on Form 8-K/A dated November 30, 2007 as Exhibit 4.3)4.4
Form of Common Stock Purchase Warrant issued to Yorkshire Capital Limited and its designee. (Filed with the Commission on Form 8-K/Adated November 30, 2007 as Exhibit 4.4)4.5
China Marine Food Group Limited 2010 Stock Award Plan. (Filed with the Commission on Form S-8 dated December 14, 2010 as Exhibit 4.1)10.1
Form of Securities Purchase Agreement dated November 17, 2007. (Filed with the Commission on Form 8-K/A on November 30, 2007 as Exhibit 10.1)10.2
Closing Escrow Agreement dated November 17, 2007, by and among the Registrant, Sterne Agee & Leach, Inc. and Thelen Reid Brown Raysman & Steiner, LLP. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 10.3)10.3
Employment Contract dated November 17, 2007, between the Registrant and Pengfei Liu. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 10.5)10.4
Employment Contract dated November 17, 2007, between the Registrant and Shaobin Yang. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 10.7)10.5
Employment Contract dated November 17, 2007, between the Registrant and Weipeng Liu. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 10.6)10.6
Employment Contract dated July 26, 2007, between Ocean Technology and Marco Hon Wai Ku. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 10.8)10.7
Consulting Agreement dated January 1, 2007 between Yorkshire Capital Ltd. and Ocean Technology (China) Company Limited (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 10.9)





10.8
Common Stock Purchase Agreement dated September 13, 2007, by and between New Paradigm Productions, Inc. and Halter Financial Investments, L.P. (Filed with the Commission on Form 8-K dated September 14, 2007 as Exhibit 10.1)10.9
Loan Contract by and between Huabao Mingxiang Foods Co., Ltd. And Shishi Subranch Agricultural Bank of China dated October 26, 2006. (Filed with the Commission on Form S-1 (Amendment No. 2) dated March 13, 2008 as Exhibit 10.9)10.10
Loan Contract by and between Huabao Mingxiang Foods Co., Ltd. And Shishi Subranch Agricultural Bank of China dated April 18, 2007. (Filed with the Commission on Form S-1 (Amendment No. 2) dated March 13, 2008 as Exhibit 10.9)10.11
Loan Contract by and between Huabao Mingxiang Foods Co., Ltd. And Shishi Subranch Agricultural Bank of China dated April 29, 2007. (Filed with the Commission on Form S-1 (Amendment No. 2) dated March 13, 2008 as Exhibit 10.9)10.12
Loan Contract by and between Huabao Mingxiang Foods Co., Ltd. And Shishi Subranch Agricultural Bank of China dated June 3, 2007. (Filed with the Commission on Form S-1 (Amendment No. 2) dated March 13, 2008 as Exhibit 10.9)  77
  10.13
Loan Contract by and between Huabao Mingxiang Foods Co., Ltd. And Shishi Subranch Agricultural Bank of China dated June 13, 2007. (Filed with the Commission on Form S-1 (Amendment No. 2) dated March 13, 2008 as Exhibit 10.9)10.14
Loan Contract by and between Huabao Mingxiang Foods Co., Ltd. And Shishi Subranch Agricultural Bank of China dated July 2, 2007. (Filed with the Commission on Form S-1 (Amendment No. 2) dated March 13, 2008 as Exhibit 10.9)10.15
Loan Contract by and between Huabao Mingxiang Foods Co., Ltd. And Shishi Subranch Agricultural Bank of China dated August 21, 2007. (Filed with the Commission on Form S-1 (Amendment No. 2) dated March 13, 2008 as Exhibit 10.9)10.16
Make Good Escrow Agreement dated November 17, 2007, by and among the Registrant, Sterne Agee & Leach, Inc., Mr. Pengfei Liu, and Interwest Transfer Company, Inc. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 10.2)10.17
Lock-up Agreement dated November 17, 2007, by and among the Registrant and Mr. Pengfei Liu. (Filed with the Commission on Form 8-K dated November 23, 2007 as Exhibit 10.4)10.18
Investor Relations Consulting Agreement, by and between the Registrant and Hayden Communications International, Inc. dated February 20, 2008. (Filed with the Commission on Form 8-K dated March 21, 2008 as Exhibit 10.1)10.19
Employment Supplementary Agreement between Ocean Technology (China) Company Limited, and Marco Hon Wai Ku dated July 26, 200910.20
Executed Auction Confirmation Letter dated November 6, 2009 by Shishi Huabao Mingxiang Foods Co., Ltd and Fujian Jiafu Auction Firm Limited Liability Company. (Filed with the Commission on Form 8-K dated November 12, 2009)10.21
Credit or Share Purchase Option Agreement amongst Shishi Huabao Mingxiang Food Co., Ltd., Qiu Shang Jing and Shishi Xianghe Food Science and Technology Co., Ltd. November 27, 2009. (Filed with the Commission on Form 8-K dated December 2, 2009).10.22
Share Purchase Agreement dated January 1, 2010 amongst Shishi Huabao Mingxiang Foods Co., Ltd. Qiu Shang Jing and Shishi Xianghe Food Science and Technology Co., Ltd. (Filed with the Commission on Form 8-K dated January 5, 2010).10.23
Form of Securities Purchase Agreement between the Company and each Purchaser dated as of January 20, 2010 (Filed with the Commission on Form 8-K dated January 20, 2010).10.24
Form of Escrow Agreement between the Company, Global Hunter Securities LLC, Brean Murray, Carret & Co. LLC, Sichenzia Ross Friedman Ference LLP and certain purchasers dated as of January 20, 2010. (Filed with the Commission on Form 8-K dated January 20, 2010).10.25
Placement Agent Agreement between the Company, Global Hunter Securities and Brean Murray, Carret & Co., LLC dated as of January 15, 2010.  (Filed with the Commission on Form 8-K dated January 20, 2010).10.26
Independent Director Agreement with Xiaochuan Li dated October 1, 2008 (filed with the Commission on Form 8-K dated October 30, 2008).10.27
Independent Director Agreement with Changhu Xue dated October 1, 2008 (filed with the Commission on Form 8-K dated October 30, 2008).10.28
Independent Director Agreement with Honkau Wan dated October 1, 2008 (filed with the Commission on Form 8-K dated October 30, 2008).14.1
Business Code of Conduct (Filed with the Commission on Form 8-K dated January 24, 2008 as Exhibit 14.1 and Form 8-K dated August 17, 2009 as Exhibit 5.05.1)14.2
Financial Code of Conduct (Filed with the Commission on Form 8-K dated January 24, 2008 as Exhibit 14.2 and Form 8-K dated August 17, 2009 as Exhibit 5.05.2)  78
  14.3
Amendments to the By-Laws (Filed with the Commission on Form 8-K dated August 17, 2009 as Exhibit 5.03)14.4
Charter for the Audit Committee (Filed with the Commission on Form 8-K dated August 17, 2009 as Exhibit 5.05.1)14.5
Charter for the Corporate Governance and Nominating Committee (Filed with the Commission on Form 8-K dated August 17, 2009 as Exhibit 5.05.2)14.6
Charter for the Compensation Committee (Filed with the Commission on Form 8-K dated August 17, 2009 as Exhibit 5.05.3)16.1
Letter from ZYCPA (Filed with the Commission on Form 8-K dated October 29, 2010 as Exhibit 16.1)16.2
Letter from Coddovano and Honeck LLP (Filed with the Commission on Form 8-K dated January 27, 2009 as Exhibit 16.1)21.1
Subsidiaries List (Filed with the Commission on Form 10-K dated March 23, 2009 as Exhibit 21)24.1
Power of Attorney (Filed with the Commission on Form 10-K dated March 23, 2009 as Exhibit 24))31.1
Certification of Chief Executive Officer pursuant to 13a-14 and 15d-14 of the Exchange Act (filed herewith)31.2
Certification of Chief Financial Officer pursuant to 13a-14 and 15d-14 of the Exchange Act (filed herewith)32.1
Certificate pursuant to 18 U.S.C. ss. 1350 for Pengfei Liu, Chief Executive Officer (filed herewith)32.2
Certificate pursuant to 18 U.S.C. ss. 1350 for Marco Hon Wai Ku , Chief Financial Officer (filed herewith)99.1
Press release dated January 20, 2010 by the Company (Filed with the Commission on Form 8-K dated January 20, 2010).




79




SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





CHINA MARINE FOOD GROUP LIMITED/s/ Pengfei LiuDated: March 2, 2011
Pengfei Liu, Chief Executive Officer(Principal executive officer)/s/ Marco Hon Wai KuMarco Hon Wai Ku, Chief Financial OfficerDated: March 2, 2011
(Principal financial officer and principal accounting officer)




80