UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A


(Mark
One)




 ̈
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31,
      2009




OR




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _____________ to
  _____________





Commission
file number 333-151200





FLURIDA
GROUP, INC.




((Exact name of
registrant as specified in its charter)





Nevada
                  
                  3469
                  
                  26-0688130(State or other jurisdiction of
                    incorporation or organization)
                  
                  (Primary Standard
                    Industrial Classification
                    Code Number)
                  
                  IRS I.D.





800
      West Fifth Avenue, Suite 210B
              Naperville,
      IL
            
            60563(Address
      of principal executive offices)
            
            (Zip
      Code)





Issuer’s
telephone number:  630-778-8519


Securities
registered pursuant to Section 12(b) of the Act: None




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  ̈     No  ̈




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes  ̈     No  ̈




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.  Yes  ̈     No  ̈




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, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer  ̈
            Accelerated filer  ̈Non-accelerated filer  ̈
            Smaller reporting company x(Do not check if a smaller reporting company)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act.) Yes  ̈No
x





The aggregate market value of the
Registrant’s Common Stock held by non-affiliates of the Registrant (based upon
the closing price of the Registrant’s Common Stock as of June 30, 2009) was
approximately $1,327,214 (based on 6,861,027 shares of common stock outstanding
held by non-affiliates on such date).  Shares of the Registrant’s
Common Stock held by each executive officer and director and by each entity or
person that, to the Registrant’s knowledge, owned 5% or more of the Registrant’s
outstanding Common Stock as of December 31, 2009 have been excluded in that such
persons may be deemed to be affiliates of the Registrant.  This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.





The number of outstanding shares of
Registrant’s Common Stock, $0.001 par value, was 38,990,827 shares as of March
31, 2010.







TABLE OF CONTENTS





PART
      I
                                                  
                                                  4Item
      1.  Description of
      Business
                                                  
                                                  4Item
      2.  Description of
      Property
                                                  
                                                  8Item
      3.  Legal
      Proceedings
                                                  
                                                  8Item
      4.Submission
      of Matters to a Vote of Security Holders
                                                  
                                                  8Item
      5.  Market for Common Equity and Related Stockholder Matters and
      Small Business Issuer Purchases of Equity
      Securities
                                                  
                                                  9Item
      6. Selected Consolidated Financial
      Data
                                                  
                                                  10Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of
      Operation
                                                  
                                                  10Item
      7A.  Quantitative and Qualitative Disclosures About Market
      Risk
                                                  
                                                  18Item
      8.  Financial
      Statements
                                                  
                                                  F-1Item
      9.  Changes In and Disagreements With Accountants on Accounting
      and Financial
      Disclosures
                                                  
                                                  19Item
      9A.  Controls and
      Procedures
                                                  
                                                  19Item
      9B.  Other
      Information
                                                  
                                                  20Item
      10.  Directors, Executive Officers, Promoters, Control Persons
      and Corporate Governance; Compliance with Section 16(a) of the Exchange
      Act
                                                  
                                                  20Item
      11. Executive
      Compensation
                                                  
                                                  21Item
      12.  Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder
      Matters
                                                  
                                                  25Item
      13.  Certain Relationships and Related Transactions, and
      Director
      Independence
                                                  
                                                  27Item
      14. Principal Accountant Fees and
      Services
                                                  
                                                  29Item
      15.
      Exhibits
                                                  
                                                  29


2





CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS


AND
INFORMATION




This
Annual Report on Form 10-K/A, the other reports, statements, and information
that we have previously filed or that we may subsequently file with the
Securities and Exchange Commission, or SEC, and public announcements that we
have previously made or may subsequently make include, may include, incorporate
by reference or may incorporate by reference certain statements that may be
deemed to be “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits
of that act. Unless the context is otherwise, the forward-looking statements
included or incorporated by reference in this Form 10-K/A and those reports,
statements, information and announcements address activities, events or
developments that Flurida Group, Inc. (hereinafter referred to as “we,” “us,”
“our,” “our Company” or “Flurida Group”) expects or anticipates, will or may
occur in the future. Any statements in this document about expectations,
beliefs, plans, objectives, assumptions or future events or performance are not
historical facts and are forward-looking statements. These statements are often,
but not always, made through the use of words or phrases such as “may,”
“should,” “could,” “predict,” “potential,” “believe,” “will likely result,”
“expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,”
“projection,” “would” and “outlook,” and similar expressions. Accordingly, these
statements involve estimates, assumptions and uncertainties, which could cause
actual results to differ materially from those expressed in them. Any
forward-looking statements are qualified in their entirety by reference to the
factors discussed throughout this document. All forward-looking statements
concerning economic conditions, rates of growth, rates of income or values as
may be included in this document are based on information available to us on the
dates noted, and we assume no obligation to update any such forward-looking
statements. It is important to note that our actual results may differ
materially from those in such forward-looking statements due to fluctuations in
interest rates, inflation, government regulations, economic conditions and
competitive product and pricing pressures in the geographic and business areas
in which we conduct operations, including our plans, objectives, expectations
and intentions and other factors discussed elsewhere in this
Report.




Certain
risk factors could materially and adversely affect our business, financial
conditions and results of operations and cause actual results or outcomes to
differ materially from those expressed in any forward-looking statements made by
us, and you should not place undue reliance on any such forward-looking
statements. Any forward-looking statement speaks only as of the date on which it
is made and we do not undertake any obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. The risks and uncertainties we currently face are not the only ones we
face. New factors emerge from time to time, and it is not possible for us to
predict which will arise. There may be additional risks not presently known to
us or that we currently believe are immaterial to our business. In addition, we
cannot assess the impact of each factor on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. If any such risks occur, our
business, operating results, liquidity and financial condition could be
materially affected in an adverse manner. Under such circumstances, you may lose
all or part of your investment.




The
industry and market data contained in this report are based either on our
management’s own estimates or, where indicated, independent industry
publications, reports by governmental agencies or market research firms or other
published independent sources and, in each case, are believed by our management
to be reasonable estimates. However, industry and market data is subject to
change and cannot always be verified with complete certainty due to limits on
the availability and reliability of raw data, the voluntary nature of the data
gathering process and other limitations and uncertainties inherent in any
statistical survey of market shares. We have not independently verified market
and industry data from third-party sources. In addition, consumption patterns
and customer preferences can and do change. As a result, you should be aware
that market share, ranking and other similar data set forth herein, and
estimates and beliefs based on such data, may not be verifiable or
reliable.


3




PART
I




Item
1.  Description of Business




General




Organization





Flurida
Group, Inc. is a Nevada corporation formed on December 19, 2006, with registered
address at 502 East John Street, Carson City, NV 89706.  Flurida
Group, Inc. transacts its business in the U.S. as Flurida Group USA, Inc.
located in the State of Illinois and has principal office at 800 West Fifth
Avenue, Suite 210, Naperville, IL 60563.





Besides
USA operation, Flurida Group, Inc. also established one representative office in
China and one subsidiary in Europe:





Flurida
Group Qingdao Office. (“Flurida Qingdao”): Flurida Group Qingdao Office is
registered on December 10, 2007.  It is a representative office on
behalf of Flurida Group, Inc. to conduct the business of trading services,
distribution, and marketing of the appliance parts in China. The Flurida Group
Qingdao Office is located at Room 301, Unit 1, Yulong Building, 19 Miaoling
Road, Qingdao, China 266061.  The company closed its Flurida Qingdao
China office in July, 2009.





Flurida
Group European S.R.L (“Flurida European”): Flurida Group European S.R.L. was
established on December 28, 2007 and is 100% owned by Flurida Group,
Inc.  Flurida European is in the business of trading services,
distribution, and marketing of the appliance parts in Europe.  The
Flurida European is located at Via locatelli 2, 21010 Vizzola, Ticino,
VA-Italy.





Flurida
Group, Inc. is headquartered in 800 West Fifth Avenue, Suite 210, Naperville, IL
60563, USA.  Our telephone number is 630-778-8519.





Business





Our
business is the sale of appliance parts in Asia, Europe, North and South
America.  Our business is the sale of appliance parts in Asia, Europe,
North and South America.





Our
Products





We sell
the following types of appliance parts:





 ̈
            Automatic Refrigerator Build-in
      Icemaker:The automatic refrigerator build-in icemaker is designed
      for household refrigeration products, such as refrigerator, under-counter
      refrigerator, freezer to make the ice cubes
  automatically.





 ̈
            Refrigerator Through-Door Ice
      Water System:Refrigeration Through-Door Ice Water System is the
      system that stores the ice cubes harvested from the icemaker, delivered
      and dispensed the ice, crushed ice or water to the refrigerator door
      through the electronic control system at the front of the refrigerator
      door. The through-door ice water system normally includes the following
      assemblies: ice bucket assembly, motor rail assembly, module assembly,
      facade assembly, housing assembly. The ice bucket assembly and the motor
      rail assembly can be located in the freezer, in the refrigerator door and
      or sealed chamber in the refrigerator. The module assembly, facade
      assembly and housing assembly vary according to the specific design from
      each client.




4




 ̈
            Shade Pole Motor and Motor
      Assembly for Refrigerator or Freezers:The shade pole
      motor and motor assembly is a key part for refrigerators or
      freezers.  Flurida Group Inc’s motor part is designed and
      specified for the refrigerators or freezers made by Electrolux, an US
      company located at Springfield, TN.


Flurida
also supplies the motors and motor assemblies to Electrolux Europe facilities in
Italy, Hungary.




In 2009,
the Company sold total quantity of 152,684 icemakers and 1,673,784 motors to an
US company, Electrolux, located at Springfield, TN for $ 6,401,011 as
consignment sales. The icemakers and motors were manufactured and supplied by
Zhong Nan Fu Rui and Qingdao Fubida Electronics Co., Ltd. All the icemakers and
motors were shipped out at FOB shipping point Qingdao, China.




Also, the
company sold 1500 icemakers and VDE to Electrolux Australia for $ 52,924. The
icemakers and motors were manufactured and supplied by Zhong Nan Fu Rui, and
were shipped out at FOB shipping point at Qingdao, China.





In 2009,
, the company sold total quantity of 33,600 Motor, 6,548 Dac Box, and 89,856
Magnet to Electrolux Hungry for $ 155,342; The magnets were manufactured and
supplied by Shanghai Fulu International Trading Co., Ltd.; all the parts were
shipped out at FOB shipping point at Shanghai, China. The motors and other
related refrigerator appliance parts were manufactured and supplied by Zhong Nan
Fu Rui and Qingdao Fubida Electronics Co., Ltd., and all of those parts were
shipped out at FOB shipping point at Qingdao, China.





Also, the
company sold total quantity of 73,840 Motor, 3,000 Timer, 39,360 Dac Box, and
103,824 Magnet, 14,830 Lamp, 18,600 Fan to Electrolux Italy for $ 504,437. The
magnets and timer were manufactured and supplied by Shanghai Fulu International
Trading Co., Ltd.; all the parts were shipped out at FOB shipping point at
Shanghai, China. The motors and other related refrigerator appliance parts were
manufactured and supplied by Zhong Nan Fu Rui and Qingdao Fubida Electronics
Co., Ltd., and all of those parts were shipped out at FOB shipping point at
Qingdao, China.





Also, the
company sold total quantity of 429 Dac Box to Electrolux Sweden for $ 1971. The
dac Boxes were manufactured and supplied by Qingdao Fubida Electronics Co.,
Ltd., and all of those parts were shipped out at FOB shipping point at Qingdao,
China.





In 2009,
the Company sold total quantity of 272,160 motors to another US company, Master
Precision Global (MPG), a sub-assembler to Electrolux, for
$1,032,303.


And sold
total quantity of 15,120 motors to another US company, Stanco Metal Product,
Inc, a another sub-assembler to Electrolux, for $ 34,776. The motors were
manufactured and supplied by Zhong Nan Fu Rui and Qingdao Fubida Electronics
Co., Ltd. All the motors were shipped out at FOB shipping point Qingdao,
China





Also, the
company sold some related refrigerator appliance parts and 56 icemakers to
Electrolux North Carolina for $ 8,583; and sold 1512 motors and 1000 Thermosat
to an IL company, Exact Peplacement Parts. The parts were manufactured and
supplied by Zhong Nan Fu Rui, and were shipped out at FOB shipping point at
Qingdao, China.





Also, the
company sold some related refrigerator appliance parts in US for $ 30,010. The
parts were manufactured and supplied by Zhong Nan Fu Rui and Shanghai Fulu
International Trading Co., Ltd.




In 2009,
the Company sold thermostats and other related key parts for icemakers and
motors, to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., Ltd, and ChuZhou
FuDa Electronics Co., Ltd. The parts were exclusively used for the icemakers and
motors purchase order by Electrolux. Flurida Group purchased the parts from Wako
Electronics, Inc., an US Company located at Louisville, KY 40299. Flurida Group
also sold Rocker Switch, the key parts for icemakers, to Zhong Nan Fu Rui. The
parts, Rocker Switch, were exclusively used for the icemakers purchase order by
Electrolux. The Company purchased the parts, Rocker Switch, from CW Industries,
an US Company located atSouthampton, PA; and
also Flurida Group purchased some other related key parts from corporate
America, and then sold to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., Ltd
and ChuZhou FuDa Electronics Co., Ltd. The total cost for all the parts
purchased is $278,918. Then, Flurida Group, Inc. addsaveraged 5% - 10% margin
based on the cost of purchase, so, $ 312,806 were sold and invoiced to Zhong Nan
Fu Rui and Qingdao Fubida Electronics Co., Ltd and ChuZhou FuDa Electronics Co.,
Ltd


5


In
summary, as of December 31, 2009, the Company incurred the total revenue of
$8,547,390 and cost of goods sold $7,747,634 respectively.




Our
Supplier





The
products we will sell are manufactured in China by Zhong Nan Fu Rui Mechanical
Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”).  It was
established in 2005 specializing in home appliance components and subassemblies
manufacturing, and located in Qingdao City, Shandong Province,
China.  On September 18, 2007, amended June 25, 2008 and further
amended on August 4, 2008, Flurida Group, Inc. signed a five year distribution
agreement with Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co.,
Ltd.  Zhong Nan Fu Rui is a Chinese manufacturing company owned 100%
by Mr. Jianfeng Ding, our president.  Under the terms of the agreement
Zhong Nan Fu Rui authorizes Flurida to be its exclusive sales agent for the ice
making product lines, including icemaker and ice water dispensing systems all
over the world. The ice making product lines shall include the products that
Zhong Nan Fu Rui developed before the agreement signed and the products that
will be developed solely by Zhong Nan Fu Rui during the term of the
agreement. Zhong Nan Fu Rui is the exclusive supplier of the products we
sell.  Although the distribution agreement requires that the purchase
price we will pay for these products will be comparable to what we would have
paid a non-related party in arm’s-length transactions, Mr. Ding may face a
conflict in calculating the price the products are sold to us and the
determining amount of products we purchase.  However, because Mr. Ding
has a fiduciary duty to us and our shareholders, he has indicated that he will
assure strict adherence to this provision of the agreement and will not require
us to purchase a quantity of products in excess of that which we can reasonably
afford or reasonably expect to sell in within two to three months of our
purchase of the products.





Flurida
Group also purchased the products from suppliers, Qingdao Fubida Electronics
Co., Ltd and Shanghai Fulu International Trading Co., Ltd on purchase orders
basis.




Qingdao
Fubida Electronics Co., Ltd, owned 100% indirectly by Jianfeng Ding and Yaru
Huang, husband and wife. Qingdao Fubida Electronics Co., Ltd is a manufacturing
company, and it was established in 2003 specializing in home appliance control
components and subassemblies manufacturing, and located in Qingdao City,
Shandong Province, China. The plant space is around 70,000 sq ft. 14units
injection molding machine up to 600 metric tons.




Shanghai
Fulu International Trading Co., Ltd. a trading company established in 2007,
located at Shanghai, China, 100% owned indirectly by Jianfeng Ding and Yaru
Huang.


6


Customers





We sell
our product to refrigerator manufacturers such as Electrolux North America,
Electrolux Italy, Electrolux Hungary, Electrolux Australia, B/S/H, Liebherr,
Haier, Midea, Melin.





Markets





We sell
our products in United States, Mexico, Canada, China, South Korea, Italy,
Germany, Holland, and Spain.





Marketing





Our
products will be sold directly by our officers, directors and employees to
customers and potential customers.  We will locate these customers
primarily by personal contacts or referrals.





Our Competition and Our
Market Position





Competition
within the appliance parts industry is intense. We will compete with both large
scale state-owned enterprises and smaller scale private companies. In addition,
we also face competition from international appliance parts
resellers.  Many of our competitors have substantially greater
financial, marketing, personnel and other resources than we do.





Our major
competitor in ice maker market is Japan Servo Co., Ltd. which is headquartered
in Japan. Japan Servo develops, manufactures and sells consumer and industrial
small motors, as fans, blowers and sensors, and motor application
products.  Japan Servo's Indonesia factory, PT.Japan Servo Batam
produces an aluminum icemaker. We believe based upon our knowledge of the
industry that we are about 25% the size of Japan Servo.  Japan Servo
currently primarily sells to GE and Electrolux in USA.





Our other
major competitor for ice maker and ice water dispensing system products is
Mid-South Industries Inc. (MSI) Headquartered in Gadsden, AL, United
States.   MSI mainly designs, produces and sells automobile
parts, telecommunication parts and refrigeration parts. MSI experienced a major
financial problem in 2005 year which caused them to lose the businesses with
Electrolux. MSI still produces a small volume of icemaker and has the capability
to design and produce icemaker and ice water system products.





Our major
competitors in motors for refrigerators or freezers are AO Smith in USA market,
EBM in Germany, MES in Switzerland for Europe market, and Hua Yi Co., Ltd. in
China market.





We
compete with these and other suppliers based upon:





(1)
            Our
      larger and more focused design
group


7





(2)
            We
      offer a wider range of products.





(3)
            Our
      products are cost effective, but with highest quality control standard,
      all passed the ISO 9000 and UL
certification.





(4)
            We
      sell in a broader market throughout the world while our most competitors’
      products are only sold in regional
markets.





Research and
Development





We have
not incurred research and development expenses in the last two fiscal
years.





Our Intellectual
Property





We have
no intellectual property.





Our
Employees





We have
the following number of full time employees:





Clerical
–  0


Operations
– 5


Administrative
– 1


Management
– 3


Sales –
1





We have
no part time employees.  We have no collective bargaining agreement
with our employees.  We consider our relationship with our employees
to be excellent.





Additional
Information





We are a
public company and file annual, quarterly and special reports and other
information with the SEC. We are not required to, and do not intend to, deliver
an annual report to security holders. You may read and copy any document we file
at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C.
20549. You can request copies of these documents by writing to the SEC and
paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
more information about the operation of the public reference room. Our filings
are also available, at no charge, to the public at http://www.sec.gov.




Item
2.  Description of Property




Please
update the following:





We rent
the following property:





Flurida Group USA,
Inc.





Address:
City/State/Zip :is located at 800
West Fifth Avenue, Suite 210, Naperville, IL 60563.




 ̈
            Number
      of Square Feet:  1500 Square
Feet


 ̈
            Name
      of Landlord: Eight Hundred Corporate Building
  Partnership


 ̈
            Term
      of Lease: ThreeYear (from Oct 1, 2007 to Sep 30,
      2010)


 ̈
            Monthly
      Rental: $1705


 ̈
            Adequate
      for current needs: √ Yes





We do not
intend to renovate, improve, or develop properties. We are not subject to
competitive conditions for property and currently have no property to insure. We
have no policy with respect to investments in real estate or interests in real
estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.




Item
3.  Legal Proceedings





We are
not a party to any material legal proceedings nor are we aware of any
circumstance that may reasonably lead any third party to initiate material legal
proceedings against us.




Item
4.       Submission of Matters to a Vote of
Security Holders





None


8


PART
II




Item
5.  Market for Common Equity and Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities





MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





Trading
History





Our
common stock is quoted on the Over-The-Counter Bulletin Board under the symbol
“FLUG.”




Bid
Information*





Financial
      Quarter Ended
                    
                    High
      Bid
                    
                    
                    Low
      BidDecember
      31, 2009
                    
                    $
                    0.55
                    
                    
                    $
                    0.10September
      30, 2009
                    
                    $
                    0.55
                    
                    
                    $
                    0.10June
      30, 2009
                    
                    $
                    0.20
                    
                    
                    $
                    0.10March
      31, 2009
                    
                    $
                    0.20
                    
                    
                    $
                    0.10





* The
quotation do not reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.





Dividends





We have
never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects
and other factors that the Board of Directors considers relevant. Each holder of
our Series A preferred stock is entitled to a 10% per annum cumulative
dividend.


9


There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:




●
            we
      would not be able to pay our debts as they become due in the usual course
      of business; or





●
            our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed to satisfy the rights of stockholders who have
      preferential rights superior to those receiving the distribution, unless
      otherwise permitted under our articles of
  incorporation.





Securities
Authorized for Issuance Under Equity Compensation Plans





At
December 31, 2009, we have one compensation plan in place, entitled 2009 Stock
Incentive Plan. This plan was approved by our Board of Directors on July 10,
2009.





Number of
                      Securities to
                      be issued under
                      Plan
                    
                    Weighted-Average
                      exercise price of
                      outstanding options
                    
                    
                    Number of securities
                      remaining available
                      for
                      further issuance5,000,000
                    
                    $
                    0.60
                    
                    
                    
                    5,000,000




Item
6. Selected Consolidated Financial Data





Not
required.




Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operation





Overview





Our
business is the sale of appliance parts in Asia, Europe, North and South
America.  The main products that we sell to these markets are
icemakers, motors, appliance assemblies.





These
parts are manufactured in China by Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”)





Zhong Nan
Fu Rui was established in 2005 specializing in home appliance components and
subassemblies manufacturing, and located in Qingdao City, Shandong Province,
China.  On September 18, 2007, amended June 25, 2008 and further
amended on August 4, 2008, Flurida Group, Inc. signed a long-term distribution
agreement with Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co.,
Ltd.  Zhong Nan Fu Rui is a Chinese manufacturing company owned 100%
by Mr. Jianfeng Ding, our president.


10


Flurida
Group also purchased the products from suppliers, Qingdao Fubida Electronics
Co., Ltd and Shanghai Fulu International Trading Co., Ltd on purchase orders
basis.




Qingdao
Fubida Electronics Co., Ltd, owned 100% indirectly by Jianfeng Ding and Yaru
Huang, husband and wife. Qingdao Fubida Electronics Co., Ltd is a manufacturing
company, and it was established in 2003 specializing in home appliance control
components and subassemblies manufacturing, and located in Qingdao City,
Shandong Province, China. The plant space is around 70,000 sq ft. 14units
injection molding machine up to 600 metric tons.




Shanghai
Fulu International Trading Co., Ltd. a trading company established in 2007,
located at Shanghai, China, 100% owned indirectly by Jianfeng Ding and Yaru
Huang.





We sell
the following types of appliance parts:





 ̈
            Automatic Refrigerator Build-in
      Icemaker:The automatic refrigerator build-in icemaker is designed
      for household refrigeration products, such as refrigerator, under-counter
      refrigerator, freezer to make the ice cubes
  automatically.





 ̈
            Refrigerator Through-Door Ice
      Water System:Refrigeration Through-Door Ice Water System is the
      system that stores the ice cubes harvested from the icemaker, delivered
      and dispensed the ice, crushed ice or water to the refrigerator door
      through the electronic control system at the front of the refrigerator
      door. The through-door ice water system normally includes the following
      assemblies: ice bucket assembly, motor rail assembly, module assembly,
      facade assembly, housing assembly. The ice bucket assembly and the motor
      rail assembly can be located in the freezer, in the refrigerator door and
      or sealed chamber in the refrigerator. The module assembly, facade
      assembly and housing assembly vary according to the specific design from
      each client.





 ̈
            Shade Pole Motor and Motor
      Assembly for Refrigerator or Freezers:The shade pole
      motor and motor assembly is a key part for refrigerators or
      freezers.  Flurida Group Inc’s motor part is designed and
      specified for the refrigerators or freezers made by Electrolux, an US
      company located at Springfield, TN. Flurida also supplies the motors and
      motor assemblies to Electrolux Europe facilities in Italy,
      Hungary.





In 2009,
the Company sold total quantity of 152,684 icemakers and 1,673,784 motors to an
US company, Electrolux, located at Springfield, TN for $ 6,401,011 as
consignment sales. The icemakers and motors were manufactured and supplied by
Zhong Nan Fu Rui and Qingdao Fubida Electronics Co., Ltd. All the icemakers and
motors were shipped out at FOB shipping point Qingdao, China.




Also, the
company sold 1500 icemakers and VDE to Electrolux Australia for $ 52,924. The
icemakers and motors were manufactured and supplied by Zhong Nan Fu Rui, and
were shipped out at FOB shipping point at Qingdao, China.





In 2009,
, the company sold total quantity of 33,600 Motor, 6,548 Dac Box, and 89,856
Magnet to Electrolux Hungry for $ 155,342; The magnets were manufactured and
supplied by Shanghai Fulu International Trading Co., Ltd.; all the parts were
shipped out at FOB shipping point at Shanghai, China. The motors and other
related refrigerator appliance parts were manufactured and supplied by Zhong Nan
Fu Rui and Qingdao Fubida Electronics Co., Ltd., and all of those parts were
shipped out at FOB shipping point at Qingdao, China.


11


Also, the
company sold total quantity of 73,840 Motor, 3,000 Timer, 39,360 Dac Box, and
103,824 Magnet, 14,830 Lamp, 18,600 Fan to Electrolux Italy for $ 504,437. The
magnets and timer were manufactured and supplied by Shanghai Fulu International
Trading Co., Ltd.; all the parts were shipped out at FOB shipping point at
Shanghai, China. The motors and other related refrigerator appliance parts were
manufactured and supplied by Zhong Nan Fu Rui and Qingdao Fubida Electronics
Co., Ltd., and all of those parts were shipped out at FOB shipping point at
Qingdao, China.





Also, the
company sold total quantity of 429 Dac Box to Electrolux Sweden for $ 1971. The
dac Boxes were manufactured and supplied by Qingdao Fubida Electronics Co.,
Ltd., and all of those parts were shipped out at FOB shipping point at Qingdao,
China.





In 2009,
the Company sold total quantity of 272,160 motors to another US company, Master
Precision Global (MPG), a sub-assembler to Electrolux, for
$1,032,303.


And sold
total quantity of 15,120 motors to another US company, Stanco Metal Product,
Inc, a another sub-assembler to Electrolux, for $ 34,776. The motors were
manufactured and supplied by Zhong Nan Fu Rui and Qingdao Fubida Electronics
Co., Ltd. All the motors were shipped out at FOB shipping point Qingdao,
China





Also, the
company sold some related refrigerator appliance parts and 56 icemakers to
Electrolux North Carolina for $ 8,583; and sold 1512 motors and 1000 Thermosat
to an IL company, Exact Peplacement Parts. The parts were manufactured and
supplied by Zhong Nan Fu Rui, and were shipped out at FOB shipping point at
Qingdao, China.





Also, the
company sold some related refrigerator appliance parts in US for $ 30,010. The
parts were manufactured and supplied by Zhong Nan Fu Rui and Shanghai Fulu
International Trading Co., Ltd.




In 2009,
the Company sold thermostats and other related key parts for icemakers and
motors, to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., Ltd, and ChuZhou
FuDa Electronics Co., Ltd. The parts were exclusively used for the icemakers and
motors purchase order by Electrolux. Flurida Group purchased the parts from Wako
Electronics, Inc., an US Company located at Louisville, KY 40299. Flurida Group
also sold Rocker Switch, the key parts for icemakers, to Zhong Nan Fu Rui. The
parts, Rocker Switch, were exclusively used for the icemakers purchase order by
Electrolux. The Company purchased the parts, Rocker Switch, from CW Industries,
an US Company located at Southampton,
PA; and also Flurida Group purchased some other related key parts from corporate
America, and then sold to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., Ltd
and ChuZhou FuDa Electronics Co., Ltd. The total cost for all the parts
purchased is $278,918. Then, Flurida Group, Inc. addsaveraged 5% - 10% margin
based on the cost of purchase, so, $ 312,806 were sold and invoiced to Zhong Nan
Fu Rui and Qingdao Fubida Electronics Co., Ltd and ChuZhou FuDa Electronics Co.,
Ltd





In
summary, as of December 31, 2009, the Company incurred the total revenue of
$8,547,390 and cost of goods sold $7,747,634 respectively.


12


Results of
Operations





For the fiscal years ended
December 31, 2009 vs. December 31, 2008.





Revenue





We had no
revenue for the fiscal year ended December 31, 2007.





For the
fiscal year ended December 31, 2008, we had revenue of $1,013,697 from
parts, motors and icemaker sales.





For the
fiscal year ended December 31, 2009, we had revenue of $ 8,547,390
from the sales of 2,070,016 pieces motors and 153,880 pieces icemakers, 46,337
pieces dac boxes, 193,680 pieces magnet, 3,000 pieces timers, 14,830 pieces
lamps, 18,600 pieces fans to the Company’s Europe, North and South America
customers.




Cost of
Revenue





Our Costs
of Goods Sold, as we expected will increased slightly due to increasing Chinese
Yuan’s currency exchange rate, labor costs, and raw materials.  We
anticipate this trend to continue and may adjust our unit price upward to reduce
the impact of rising costs.





As there
was no revenue realized in the fiscal year ended December 31, 2007, there was no
cost of goods sold incurred.





During
the year ended December 31, 2008, the Company incurred the total cost of
goods sold of $ 963,065 for the purchases of parts, motor, and icemakers for the
total sales of $ 1,013,697 to Electrolux, a US Company.





During
the year ended December 31, 2009, the Company incurred the total cost of
goods sold of $ 7,747,634 for the purchases of parts, motor, and icemakers for
the total sales of $ 8,547,390.





The cost
of goods sold in the Statements of Operations includes costs of products
purchased from suppliers, shipping costs or freight in costs for the products
shipping FOB port China, warehouse costs, and other costs if any directly
related to the products inspection, duty and custom taxes of products, internal
transfer costs if any. The selling, general and administrative expense includes
operation expense such as travel, professional, office rent, telephone, wages
and salaries for management and administrative employees, and other expense
related to operation. There was no allocation of portion of any selling, general
and administrative expense to the cost of goods sold.




Our gross
margin may not be comparable to those of other entities, since some other
entities may include all or allocate portion of the costs related to their
distribution network into cost of goods sold.




13




Expense





Our
expenses consist of selling, general and administrative expenses.





2009
                  
                  
                  2008
                  
                  
                  2007ExpenseAdministration
      Expense
                  
                  
                  135.00
                  
                  
                  
                  8,380.10
                  
                  
                  
                  0.00Bank Service
      Charges
                  
                  
                  1,217.92
                  
                  
                  
                  1,355.21
                  
                  
                  
                  199.24Business operation
      tax
                  
                  
                  2,869.80
                  
                  
                  
                  3,660.87
                  
                  
                  
                  0.00Business
      Registration
                  
                  
                  764.73
                  
                  
                  
                  1,022.36
                  
                  
                  
                  215.00Certification
      Fee
                  
                  
                  47,327.76
                  
                  
                  
                  3,230.00
                  
                  
                  
                  0.00Computer andInternet
      Expenses
                  
                  
                  2,664.51
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Dues and
      Subscriptions
                  
                  
                  189.00
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Edgar SEC Filing
      fee
                  
                  
                  2,306.00
                  
                  
                  
                  6,570.00
                  
                  
                  
                  0.00Flurida Europe Operating
      Expenses
                  
                  
                  27,032.10
                  
                  
                  
                  29,959.17
                  
                  
                  
                  0.00Fuel charge
                  
                  
                  368.48
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00GIFT AND
      PROMOTION
                  
                  
                  179.93
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Industry Show
                  
                  
                  17,517.08
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Insurance
      Expense
                  
                  
                  9,218.70
                  
                  
                  
                  1,484.17
                  
                  
                  
                  1,015.60Meals and
      Entertainment
                  
                  
                  2,881.20
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Office
    Supplies
                  
                  
                  3,839.15
                  
                  
                  
                  68.45
                  
                  
                  
                  768.66Organization
      Cost
                  
                  
                  0.00
                  
                  
                  
                  0.00
                  
                  
                  
                  12,058.00Parking fee
                  
                  
                  90.00
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Payroll
    Europe
                  
                  
                  0.00
                  
                  
                  
                  31,632.82
                  
                  
                  
                  0.00Payroll Expense -
      ERFederal Unemployment
      Tax
                  
                  
                  280.00
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Hosing public accumulate fund
      -ER
                  
                  
                  361.48
                  
                  
                  
                  1,514.81
                  
                  
                  
                  0.00Socialinsurance-ER
                  
                  
                  1,785.09
                  
                  
                  
                  5,019.62
                  
                  
                  
                  0.00State Unemployment
      Tax
                  
                  
                  1,554.26
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00US Medicare Tax -
      ER
                  
                  
                  4,164.77
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00US Social Security Tax
      -ER
                  
                  
                  15,836.47
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Payroll Expense - ER -
      Other
                  
                  
                  916.62
                  
                  
                  
                  3,564.83
                  
                  
                  
                  0.00Total Payroll Expense -
      ER
                  
                  
                  24,898.69
                  
                  
                  
                  10,099.26
                  
                  
                  
                  0.00Payroll Expenses -
      EEFederal Tax
      Withholding
                  
                  
                  48,444.80
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Housing public accumulate
      fund-EE
                  
                  
                  361.47
                  
                  
                  
                  1,514.81
                  
                  
                  
                  0.00Net Wage
      Payment-EE
                  
                  
                  12,743.33
                  
                  
                  
                  47,067.93
                  
                  
                  
                  0.00Social
      Insurance-EE
                  
                  
                  606.06
                  
                  
                  
                  1,704.19
                  
                  
                  
                  0.00Payroll Expense - EE -
      Other
                  
                  
                  0.00
                  
                  
                  
                  568.99
                  
                  
                  
                  0.00State Tax
      Withholding
                  
                  
                  9,683.45
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00US Medicare Tax
      -EE
                  
                  
                  4,164.77
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00US Net Salaries payment -
      EE
                  
                  
                  211,381.52
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00US Social Security Tax -
      EE
                  
                  
                  15,836.47
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Total Payroll Expenses -
      EE
                  
                  
                  303,221.87
                  
                  
                  
                  50,855.92
                  
                  
                  
                  0.00Postage &
      Shipping
                  
                  
                  4,282.19
                  
                  
                  
                  3,449.18
                  
                  
                  
                  0.00Professional
      FeesAccounting
      service
                  
                  
                  29,000.00
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00AuditingFactory
                  
                  
                  2,110.00
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Legal fee
                  
                  
                  12,600.00
                  
                  
                  
                  25,250.00
                  
                  
                  
                  0.00SEC
Auditing
                  
                  
                  529.00
                  
                  
                  
                  15,000.00
                  
                  
                  
                  0.00Professional Fees -
      Other
                  
                  
                  8,688.60
                  
                  
                  
                  38,883.39
                  
                  
                  
                  0.00Total Professional
      Fees
                  
                  
                  52,927.60
                  
                  
                  
                  79,133.39
                  
                  
                  
                  0.00Rent
Expense
                  
                  
                  23,701.96
                  
                  
                  
                  20,580.00
                  
                  
                  
                  6,115.00Telephone Expense
                  
                  
                  5,742.93
                  
                  
                  
                  1,871.68
                  
                  
                  
                  332.99Transfer Agent
      ServiceSet up & Application
      Fee
                  
                  
                  1,250.00
                  
                  
                  
                  1,475.00
                  
                  
                  
                  0.00Transfer Agent Service -
      Other
                  
                  
                  400.00
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Total Transfer Agent
      Service
                  
                  
                  1,650.00
                  
                  
                  
                  1,475.00
                  
                  
                  
                  0.00Travel
    Expenseair agent
    fee
                  
                  
                  192.19
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Airfare
                  
                  
                  29,216.27
                  
                  
                  
                  3,022.69
                  
                  
                  
                  0.00Car Rental
                  
                  
                  899.33
                  
                  
                  
                  245.91
                  
                  
                  
                  0.00Hotel
    Expense
                  
                  
                  16,485.32
                  
                  
                  
                  2,576.49
                  
                  
                  
                  0.00Local
      Transportation
                  
                  
                  52.45
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Travel Expense -
      Other
                  
                  
                  5,183.88
                  
                  
                  
                  840.43
                  
                  
                  
                  5.81Total Travel
      Expense
                  
                  
                  52,029.44
                  
                  
                  
                  6,685.52
                  
                  
                  
                  5.81Utilities
                  
                  
                  962.49
                  
                  
                  
                  0.00
                  
                  
                  
                  0.00Total
    Expense
                  
                  
                  588,018.53
                  
                  
                  
                  261,513.10
                  
                  
                  
                  20,710.30


14


We had
essentially no revenue and $1500 organization cost for setting up Flurida
Group, Inc. in the state of Nevada in the fiscal year ended December 31, 2006,
and no revenue for 2007 and the organization cost of $12,058.14 incurred for
registering Flurida Group European branch in Italy on December 2007, which was
expensed by the Company as selling, general, and administrative expense for the
year 2007.  Started from January 2008, Qingdao, China representative office
hired 7 employees for assisting the operation of the business, and one Sale
representative in European branch, which incurred a payroll expense of $ 92,588
for the period end December 31, 2008.  For maintaining and operating
the Italy branch, amount of $ 29,959.17 was expensed.


Start
from July 1, 2009, Flurida Qingdao Representative Office was closed, and there’s
no more payroll expenses incurred since then. And Flurida Group USA hired two
employees to taking care of the office and marketing activities, which incurred
a payroll expense of $ 328,121 for the year end December 31, 2009. For
maintaining and operating the Italy branch, amount of $ 27,032 was expensed. In
order to increasing the sales in Europe and North America, the Company expensed
$ 47,328 certification fees on the products we sold or exported in the period of
January 1 to December 31, 2009. Due to the raise of sale volume and customers,
the Company had travel expenses of $ 52,029.





We expect
selling, general, and administrative expenses to increase in future periods as
we initiate a number of marketing and promotional activities.





Income
Taxes





We are
subject to income taxes in the U.S., while the subsidiary in Italy is subject to
the income tax laws of Italy.  The representative sales office in
China is not subject to Chinese income tax.





We paid
no income taxes for the year ended December 31, 2006, December 31, 2007 and
December 31, 2008 due to the net operation loss. We incurred income tax expense
of $31,703 for the year ended December 31, 2009.




15




Net Income
(Loss)





We
incurred net losses of ($1500) for the period ended December 31, 2006, net loss
of ($19,119) for the period ended December 31, 2007 and ($194,079) for the
period ended December 31, 2008, and had a net income of $ 191,065 for the period
ended December 31, 2009.





Commitments
and Contingencies





The
Company has signed a long-term distribution agreement with Zhong Nan Fu Rui
Mechanical Electronics Manufacturing Co., Ltd.  Zhong Nan Fu Rui is a
Chinese manufacturing company owned 100% by Mr. Jianfeng Ding, also the founder
of Flurida Group, Inc.  Also, On June 2008, the company signed a
consigned inventory agreement with an US company, Electrolux Home Products DE
Mexico, S.A.DEC.V (Electrolux).





Foreign
Currency Translation





The
Company has determined the United States dollars to be its functional currency
for Flurida Group USA; People’s Republic of China Chinese Yuan Renminbi to be
its functional currency in Flurida Qingdao office; and European Euro to be its
functional currency for our Italian subsidiary.  Assets and
liabilities were translated to U.S. dollars at the period-end exchange
rate.  The exchange rate of issuance of common stocks to shareholders
was used as one U.S. dollar to 6.83 Chinese Yuan
(RMB).  Statement of operations amounts were translated to U.S.
dollars using the historic rate, i.e., the rate at first date of each month
during the year.  Gains and losses resulting from translating foreign
currency financial statements are accumulated in other comprehensive income
(loss), a separate component of shareholders’ equity.





Liquidity
and Capital Resources





Flurida
Group, Inc





At
      December 31
                  
                  
                  At
      December 31
                  
                  
                  At
      December 312009
                  
                  
                  2008
                  
                  
                  2007Current
      Ratio
                  
                  
                  1.70
                  
                  
                  
                  2.71
                  
                  
                  
                  1.06Cash
                  
                  $
                  700,959
                  
                  
                  $
                  605,932
                  
                  
                  $
                  1,249,499Working
      Capital
                  
                  $
                  1,285,950
                  
                  
                  $
                  1,075,377
                  
                  
                  $
                  69,952Total
      Assets
                  
                  $
                  3,116,683
                  
                  
                  $
                  1,703,514
                  
                  
                  $
                  1,249,499Total
      Liabilities
                  
                  $
                  1,830,733
                  
                  
                  $
                  628,137
                  
                  
                  $
                  1,179,547Total
      Equity
                  
                  $
                  1,285,950
                  
                  
                  $
                  1,075,377
                  
                  
                  $
                  69,953Total
      Debt/Equity
                  
                  
                  1.42
                  
                  
                  
                  0.58
                  
                  
                  
                  16.86





*Current
Ratio = Current Assets /Current Liabilities





** Total
Debt / Equity = Total Liabilities / Total Shareholders Equity.





The Company’s overall working capital
was increased in 2009 comparing to the year 2008, and 2007, due to the overall
increase of sales and the increase of the accounts receivable; however, the
Company’s current ratio was decreased in 2009 comparing to the year 2008 due to
the increase of the accounts payable.




Currently the Company has a sales
agreement with Electrolux, such agreement require the Company to supply the
motors, ice makers, and other parts based on Electrolux’s needs.The management projected that the needs
for our Company’s products shall be stable with slight increase
worldwide.However, due to the consignment
arrangement with Electrolux, the Company would keep certain level of consignment
inventory to meet the Electrolux’s requirements.In addition, due to the consignment
terms with Electrolux, the sales would be recognized when the Electrolux
withdraw the products or the consignment inventory at Electrolux’s warehouse for
60 days.In our due course of business dealing
with Electrolux’s consignment sales, all the sales incurred in 2009 were for the
products withdrew before the 60 days terms, i.e., the products might be
considered as sales automatically based on the consignment terms.After the products withdrew by
Electrolux, the Company may receive the payment in 30 days.Therefore, in general, there would be at
least 90 days to collect payment after the products shipped to Electrolux’s
warehouse.Such long payment cycle may cause the
Company to set up the similar payment terms or arrangement with the Company’s
suppliers, for example, the major supplier, Zhong Nan Fu Rui.Accordingly, the accounts payables would
be increased too.Therefore, the management projected that
the trend of decrease of current ratio may be continued in the year 2010, due to
the possibilities of late payment of accounts receivables, and the increase of
the accounts payables.




Our activities for generating cash flows
were operating activities in 2009 and 2008.There were no investing and financing
activities incurred for the year 2009, and 2008.The management will continue to focus on
the operating activities, particularly focus on marketing, customer services,
and general administrative activities to improve overall operation
effectiveness.Specifically, the management believes
that within the operating activities, the efforts of collecting accounts
receivables and making payments of accounts payables still are the primary
factors for the changes of cash flows in the year 2010 or
later.




16




The
Company had cash and cash equivalents of $1,249,499 at December 31, 2007 and $
69,952 of working capital, and $ 605,932 at December 31, 2008 and $ 1,075,377 of
working capital and $ 700,959 at December 31, 2009 and $ 1,285,950 of working
capital.





The total
debt of $1,179,547 for December 31, 2007 includes the $1500 initial organization
cost loan from shareholders, plus the loan $1,178,047 from shareholders
convertible to common shares at the annual interest rate of 8%.  As of
April 15, 2008, all the loans from shareholders converted to common shares
and the initial organization cost $1500 for the loan from
shareholders was pay off at 2008.





On April
1, 2008, seven non-affiliated loan holders asked for repayment of their loans in
the aggregate amount of $ 25,067 plus the total interest accrued $624.72, which
was paid on the same date, April 1, 2008; meantime, seven additional lenders
loaned an aggregate amount of $ 9,926. On April 15, 2008, total loan amount of
$1,164,906 was converted to common shares at price of $0.10 per share, for the
total shares of 11,649,067 shares, which were issued to the loans holders.
Therefore, as of April 15, 2008, total shares issued and outstanding are
38,990,827.





Among the
loan holders set forth above, the following individuals are officers, or
directors, or the shareholders of more that 5% of issued common
stock:





During
the year ended December 31, 2008, the executive and non-executive officers and
directors have advanced the Company for the amount of $ 609,200 (The Following
Table). All the loans are converted to common shares for total common shares of
6,092,000 on April 15, 2008.





Name
                        
                        Title
                        
                        Loans Convert
                          to Common
                          Share
                          (4/15/2008)Jianfeng
      Ding
                        
                        CEO
                        
                        $
                        300,000.00Yaru
      Huang
                        
                        CFOYing
      Zhong
                        
                        Chief
      Representative, China Office
                        
                        $
                        200,000.00Fenglan  Li
                        
                        Financial
      Manager
                        
                        $
                        15,000.00Fuling  Li
                        
                        Operation
      Manager
                        
                        $
                        10,000.00Xiaoyong
      Fu
                        
                        Board
      Member
                        
                        $
                        75,000.00Gian
      Franco Barbieri
                        
                        Manager
      Director, Flurida Europe Company
                        
                        $
                        9,200.00Total
                        
                        
                        
                        $
                        609,200.00





Therefore,
among the total loan amount of $1,164,906 converted to common shares at price of
$0.10 per share on April 15, 2008, for the total shares of 11,649,067 shares,
the total of $ 609,200 are from officers, directors, or shareholders of more
than 5% of common shares.





As a
result, the total debt of $ 628,137 for December 31, 2008 includes the
account payable of $ 626,868 and the credit card payable of $
1,269.





There
were no new shares issued during the period ending December 31, 2009. Therefore,
as of December 31, 2009 total shares issued and outstanding are
38,990,827





The total
debt of $ 1,830,733 for December 31, 2009 includes $1,333,197 account payable to
ZNFR Mechanical electronics Co, $ 91,841 account payable to SHFL International
Trading co, $ 361,052 account payable to Qingdao Fubida Eletronic Co, other
account payable of $ 43,986 and credit card payable of $ 656.


17


Our
independent auditor has indicated that our lack of operating history and
financial resources raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include adjustments that might
result from the outcome of this uncertainty and if the Company is unable to
generate significant revenue or secure financing, then the Company may be
required to cease or curtail its operations. However, due to the close
relationship between the Company and it’s supplier, Zhong Nan Fu Rui, which is
100% owned by the founder, Jianfeng Ding, Zhong Nan Fu Rui’s current customers
can be served by the Company for the same quality of products and services.
Besides, as of December 31, 2009, the cash and cash equivalent balance was
$700,959 , the management believes that the revenues will be generated and its
cash flows will be maintained to cover its operational costs and the risk of
going concern in long term is significantly low.





Interest
Rate Risk





We do not
have significant interest rate risk, as our debt obligations (i.e., notes
payables to shareholders which can be converted to common
stocks).  The annual interest rate of notes payable is 8%, and the
interest expense would be accrued if the notes were not converted to common
shares, and the notes holders request the Company for repayment of principles
plus the interest.  Seven non-affiliated loan holders asked the
Company for repayment of notes plus interest on April 1, 2008.  All
remaining loan holders converted their loans to common shares on April 15,
2008.




Item
7A. Quantitative and Qualitative Disclosures About Market Risk





Not
required.




18




Item 8.
Financial Statements


FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 
  Audited
Financial Statements
 
 As
of December 31, 2009, 2008, and 2007
 
 F-1
 
 Table
of Contents
 
 Independent
      Auditor’s Report on the Consolidated Financial Statements
                    F-3Balance
      Sheets
                    F-4Statement
      of Operation
                    F-5Shareholders
      Equity
                    F-6Cash
      Flow Statement
                    F-7Notes
      to Financial Statements
                    F-8
 
 F-2
 
 Independent Registered
Public Accounting Firm’s Auditor’s Report on the
 Consolidated Financial
Statements
 
 Board
of Directors and Shareholders of Flurida Group, Inc.
 
 We have
audited the accompanying consolidated balance sheets of Flurida Group, Inc. and
Subsidiary Companies as of December 31, 2009, 2008, and 2007, and the related
consolidated statements of operation, shareholders’ equity, and cash flows for
year ended December 31, 2009, 2008, 2007, and the cumulative period from
December 19, 2006 (date of inception) through 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 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 financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
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 Flurida Group, Inc. and
Subsidiary Companies as of December 31, 2009, 2008, and 2007, and the results of
its operations and their cash flows for the year ended December 31, 2009, 2008,
2007, and the cumulative period from December 19, 2006 (date of inception)
through December 31, 2009 in conformity with accounting principles generally
accepted in the United States of America.
 
 As
discussed in Note E to the financial statements, the Company’s short operating
history and financial resources raise doubt about its ability to continue as a
going concern.  The financial statements do not include adjustments
that might result from the outcome of this uncertainty and if the Company is
unable to generate significant revenue or secure financing, then the Company may
be required to cease or curtail its operations.
 
 As
discussed in Note F, Error Corrections for the Financial Statements, the Company
restated the previously issued financial statements as an error in recognition,
presentation, measurement, or disclosure in financial statements resulting from
mathematical mistake based on Statement of Financial Accounting Standards
(SFAS) No. 154.  In the previous issued financial statements dated
April 6, 2009, the sales revenue for the period January 1, 2008 through December
31, 2008 had a mathematical error, and accordingly financial statements were
restated for the fiscal year 2008.
 
 /s/Enterprise CPAs,
      Ltd.Enterprise
      CPAs, Ltd.Chicago,
      ILApril
      14, 2010
 
 F-3
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
BALANCE SHEETS
 December 31
                                    
                                    
                                    December 31
                                    
                                    
                                    December 312009
                                    
                                    
                                    2008
                                    
                                    
                                    2007As
      Adjusted(Note
      F)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                    
                                    $
                                    700,959
                                    
                                    
                                    $
                                    605,932
                                    
                                    
                                    $
                                    1,249,499Accounts
      receivable, net
                                    
                                    
                                    876,375
                                    
                                    
                                    
                                    479,431
                                    
                                    
                                    
                                    -Inventory
                                    
                                    
                                    1,253,869
                                    
                                    
                                    
                                    618,151
                                    
                                    
                                    
                                    -Total
      Current Assets
                                    
                                    $
                                    2,831,203
                                    
                                    
                                    $
                                    1,703,514
                                    
                                    
                                    $
                                    1,249,499Property,
      plant and equipment, net
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Other
      assets:Loan
      to Supplier
                                    
                                    $
                                    278,091
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Accrued
      Interest Receivable
                                    
                                    
                                    7,389
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Total
      Other Assets
                                    
                                    $
                                    285,480
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -TOTAL
      ASSETS
                                    
                                    $
                                    3,116,683
                                    
                                    
                                    $
                                    1,703,514
                                    
                                    
                                    $
                                    1,249,499LIABILITIES
      & EQUITYCurrent
      liabilities:Loans
      from shareholders
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    1,179,547Account
      Payable
                                    
                                    
                                    1,830,077
                                    
                                    
                                    
                                    626,868
                                    
                                    
                                    
                                    -Credit
      Card Payable
                                    
                                    
                                    656
                                    
                                    
                                    
                                    1,269
                                    
                                    
                                    
                                    -Total
      Current Liabilities
                                    
                                    $
                                    1,830,733
                                    
                                    
                                    $
                                    628,137
                                    
                                    
                                    $
                                    1,179,547Stockholders'
      Equity:Common
      stock, $0.001 par value;200,000,000
      shares authorized;38,990,827
      shares issued and outstanding.
                                    
                                    $
                                    38,991
                                    
                                    
                                    $
                                    38,991
                                    
                                    
                                    $
                                    27,292Paid-in
      capital
                                    
                                    
                                    1,221,613
                                    
                                    
                                    
                                    1,221,613
                                    
                                    
                                    
                                    63,406Deficit
      accumulated during the development stage
                                    
                                    
                                    (23,633
                                    )
                                    
                                    
                                    (214,698
                                    )
                                    
                                    
                                    (20,619
                                    )Accumulated
      other comprehensive Income(Loss)
                                    
                                    
                                    48,979
                                    
                                    
                                    
                                    29,471
                                    
                                    
                                    
                                    (126
                                    )Total
      stockholders' equity
                                    
                                    $
                                    1,285,950
                                    
                                    
                                    $
                                    1,075,377
                                    
                                    
                                    $
                                    69,953TOTAL
      LIABILITIES & EQUITY
                                    
                                    $
                                    3,116,683
                                    
                                    
                                    $
                                    1,703,514
                                    
                                    
                                    $
                                    1,249,499
 
 F-4
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
STATEMENT OF OPERATION
 Cumulative fromDecember 19, 2006(Date of Inception)Year Ended
                  
                  
                  Year Ended
                  
                  
                  Year Ended
                  
                  
                  ThroughDecember 31,
                  
                  
                  December 31,
                  
                  
                  December 31,
                  
                  
                  December 31,2009
                  
                  
                  2008
                  
                  
                  2007
                  
                  
                  2009As Adjusted(Note F)Revenues:
                  
                  $
                  8,547,390
                  
                  
                  $
                  1,013,697
                  
                  
                  $
                  -
                  
                  
                  $
                  9,561,087Cost
      of Goods Sold
                  
                  $
                  7,747,634
                  
                  
                  $
                  963,065
                  
                  
                  $
                  -
                  
                  
                  $
                  8,710,699Gross
      Profit
                  
                  $
                  799,756
                  
                  
                  $
                  50,632
                  
                  
                  $
                  -
                  
                  
                  $
                  850,388Operating
      expenses:Research
      and development
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Selling,
      general and administrative expenses
                  
                  
                  588,019
                  
                  
                  
                  261,513
                  
                  
                  
                  20,710
                  
                  
                  
                  871,742Depreciation
      and amortization expenses
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Total
      Operating Expenses
                  
                  
                  588,019
                  
                  
                  
                  261,513
                  
                  
                  
                  20,710
                  
                  
                  
                  871,742Operating
      Income (Loss)
                  
                  $
                  211,737
                  
                  
                  $
                  (210,881
                  )
                  
                  $
                  (20,710
                  )
                  
                  $
                  (21,354
                  )Investment
      income, net
                  
                  $
                  11,031
                  
                  
                  $
                  17,427
                  
                  
                  $
                  1,591
                  
                  
                  $
                  30,049Interest
      Expense, net
                  
                  
                  -
                  
                  
                  
                  625
                  
                  
                  
                  -
                  
                  
                  $
                  625Income
      before taxes
                  
                  $
                  222,768
                  
                  
                  $
                  (194,079
                  )
                  
                  $
                  (19,119
                  )
                  
                  $
                  8,070Income
      tax expense
                  
                  
                  31,703
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  31,703Net
      Income (Loss)
                  
                  $
                  191,065
                  
                  
                  $
                  (194,079
                  )
                  
                  $
                  (19,119
                  )
                  
                  $
                  (23,633
                  )Net
      Income (Loss) per common share-Basics
                  
                  $
                  0.00
                  
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Net
      Income (Loss) per common share-Diluted
                  
                  $
                  0.00
                  
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Other
      comprehensive Income(Loss), net of tax:Foreign
      currency translation adjustments
                  
                  
                  19,508
                  
                  
                  
                  29,597
                  
                  
                  
                  (126
                  )
                  
                  
                  48,979Total
      other comprehensive Income(Loss)
                  
                  $
                  19,508
                  
                  
                  $
                  29,597
                  
                  
                  $
                  (126
                  )
                  
                  $
                  48,979Comprehensive
      Income (Loss)
                  
                  $
                  210,573
                  
                  
                  $
                  (164,482
                  )
                  
                  $
                  (19,245
                  )
                  
                  $
                  25,346
 
 F-5
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
STATEMENT OF STOCKHOLDERS EQUITY
 FOR
THE PERIOD ENDED DECEMBER 31, 2009
 DeficitAccumulated
                    
                    
                    AccumulatedAdditional
                    
                    
                    Duringthe
                    
                    
                    Other
                    
                    
                    TotalCommon Stock
                    
                    
                    Paid-in
                    
                    
                    Development
                    
                    
                    Comprehensive
                    
                    
                    Stockholders'Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Stage
                    
                    
                    Income (Loss)
                    
                    
                    EquityNet
      loss for the year ended December 31 , 2006
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (1,500
                    )
                    
                    
                    
                    
                    $
                    (1,500
                    )Balance,
      December 31, 2006
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (1,500
                    )
                    
                    
                    
                    
                    $
                    (1,500
                    )Proceeds
      from sale of common stock @0.001 per share on August 20,
    2007
                    
                    
                    25,997,760
                    
                    
                    $
                    25,998
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    
                    
                    $
                    25,998Issuance
      of common stocks to shareholder @0.05 per share on December 10,
      2007
                    
                    
                    1,294,000
                    
                    
                    $
                    1,294
                    
                    
                    $
                    63,406
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    64,700Adjustment
      for Exchange rate changes
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (126
                    )
                    
                    $
                    (126
                    )Net
      loss for the year ended December 31, 2007
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (19,119
                    )
                    
                    
                    
                    
                    
                    $
                    (19,119
                    )Balance,
      December 31, 2007
                    
                    
                    27,291,760
                    
                    
                    $
                    27,292
                    
                    
                    $
                    63,406
                    
                    
                    $
                    (20,619
                    )
                    
                    $
                    (126
                    )
                    
                    $
                    69,953Issuance
      of common stocks to Williams @ 0.10 per share on April 15,
      2008
                    
                    
                    50,000
                    
                    
                    $
                    50
                    
                    
                    $
                    4,950
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    5,000Issuance
      of common stocks to convert loans @0.10 per share on April 15,
      2008
                    
                    
                    11,649,067
                    
                    
                    $
                    11,649
                    
                    
                    $
                    1,153,257
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    1,164,906Adjustment
      for Exchange rate changes
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    29,597
                    
                    
                    $
                    29,597Net
      Loss for the period ended December 31, 2008
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (194,079
                    )
                    
                    $
                    -
                    
                    
                    $
                    (194,079
                    )Balance,
      December 31, 2008
                    
                    
                    38,990,827
                    
                    
                    $
                    38,991
                    
                    
                    $
                    1,221,613
                    
                    
                    $
                    (214,698
                    )
                    
                    $
                    29,471
                    
                    
                    $
                    1,075,377Adjustment
      for Exchange rate changes
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    19,508
                    
                    
                    $
                    19,508Net
      Income for the year ended December 31, 2009
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    191,065
                    
                    
                    
                    
                    
                    
                    $
                    191,065Balance,
      December 31, 2009
                    
                    
                    38,990,827
                    
                    
                    $
                    38,991
                    
                    
                    $
                    1,221,613
                    
                    
                    $
                    (23,633
                    )
                    
                    $
                    48,979
                    
                    
                    $
                    1,285,950
 
 F-6
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 Cumulativefrom December19, 2006 (DateYear Ended
                  
                  
                  Year Ended
                  
                  
                  Year Ended
                  
                  
                  of Inception) toDecember 31
                  
                  
                  December 31
                  
                  
                  December 31
                  
                  
                  December 312009
                  
                  
                  2008
                  
                  
                  2007
                  
                  
                  2009As Adjusted(Note F)Operating
      Activities:Net
      Income (Loss)
                  
                  $
                  191,065
                  
                  
                  $
                  (194,079
                  )
                  
                  $
                  (19,119
                  )
                  
                  $
                  (23,633
                  )Adjustments
      to reconcile net income to net cash provided by operating
      activities:Non-cash
      portion of share based legal fee expense
                  
                  
                  -
                  
                  
                  
                  5,000
                  
                  
                  
                  -
                  
                  
                  
                  5,000Inventory
                  
                  
                  (635,718
                  )
                  
                  
                  (618,151
                  )
                  
                  
                  -
                  
                  
                  
                  (1,253,869
                  )Loan
      to supplier
                  
                  
                  (278,091
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (278,091
                  )Increase
      in accrued interest receivable
                  
                  
                  (7,389
                  )
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  (7,389
                  )Increase
      in account receivable
                  
                  
                  (396,944
                  )
                  
                  
                  (479,431
                  )
                  
                  
                  -
                  
                  
                  
                  (876,375
                  )Decrease  in
      other payable
                  
                  
                  -
                  
                  
                  
                  (1,500
                  )
                  
                  
                  -
                  
                  
                  
                  (1,500
                  )Increase
      in account payable
                  
                  
                  1,203,209
                  
                  
                  
                  626,868
                  
                  
                  
                  -
                  
                  
                  
                  1,830,077Decrease
      in credit card payable
                  
                  
                  (613
                  )
                  
                  
                  1,269
                  
                  
                  
                  -
                  
                  
                  
                  656Net
      cash provided by operating activities
                  
                  $
                  75,519
                  
                  
                  $
                  (660,024
                  )
                  
                  $
                  (19,119
                  )
                  
                  $
                  (605,124
                  )Investing
      Activities:Organization
      cost
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      cash provided by investing activities
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Financing
      Activities:Proceeds
      from issuance of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  90,698
                  
                  
                  
                  90,698Proceeds
      from loan from shareholders
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,178,046
                  
                  
                  
                  1,179,546Repay
      loans to shareholders
                  
                  
                  -
                  
                  
                  
                  (25,066
                  )
                  
                  
                  -
                  
                  
                  
                  (25,066
                  )Proceeds
      from loan from shareholders
                  
                  
                  -
                  
                  
                  
                  11,926
                  
                  
                  
                  -
                  
                  
                  
                  11,926Net
      cash provided by financing activities
                  
                  $
                  -
                  
                  
                  $
                  (13,140
                  )
                  
                  $
                  1,268,744
                  
                  
                  $
                  1,257,104Effect
      of  Exchange Rate on Cash
                  
                  $
                  19,508
                  
                  
                  $
                  29,597
                  
                  
                  $
                  (126
                  )
                  
                  $
                  48,979Net
      increase (decrease) in cash and cash equivalents
                  
                  $
                  95,027
                  
                  
                  $
                  (643,567
                  )
                  
                  $
                  1,249,499
                  
                  
                  $
                  700,959Cash
      and cash equivalents at beginning of the year
                  
                  $
                  605,932
                  
                  
                  $
                  1,249,499
                  
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      and cash equivalents at end of year
                  
                  $
                  700,959
                  
                  
                  $
                  605,932
                  
                  
                  $
                  1,249,499
                  
                  
                  $
                  700,959
 
 F-7
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
A- BUSINESS DESCRIPTION
 
 Flurida
Group, Inc. (the “Company”), incorporated under the laws of Nevada on December
19, 2006, with registered address at 502 East John Street, Carson City, NV
89706.  Flurida Group, Inc. operates its business in USA as Flurida
Group USA, Inc., the Company’s wholly owned branch located in the State of
Illinois and has principle office at 800 West Fifth Avenue, Suite 210,
Naperville, IL 60563.
 
 Besides
USA operation, Flurida Group, Inc. also established one representative office in
China and one subsidiary in Europe:
 
 Flurida
Group Qingdao Office. (“Flurida Qingdao”): Flurida Group Qingdao Office is
registered on December 10, 2007.  It is a representative office on
behalf of Flurida Group, Inc. to conduct the business of trading services,
distribution, and marketing of the appliance parts in China. The Flurida Group
Qingdao Office is located at Room 301, Unit 1, Yulong Building, 19 Miaoling
Road, Qingdao, China 266061.  The company closed its Flurida Qingdao
China office in July, 2009.
 
 Flurida
Group European S.R.L (“Flurida European”): Flurida Group European S.R.L. was
established on December 28, 2007 and is 100% owned by Flurida Group,
Inc.  Flurida European is in the business of trading services,
distribution, and marketing of the appliance parts in Europe.  The
Flurida European is located at Via locatelli 2, 21010 Vizzola, Ticino,
VA-Italy.
 
 The
Company’s main business includes sourcing, distribution and marketing of
appliance parts in Asia, Europe, North and South America.
 
 These
parts are manufactured in China by Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”).  It was established in
2005 specializing in home appliance components and subassemblies manufacturing,
and located in Qingdao City, Shandong Province, China.  On September
18, 2007, Flurida Group, Inc. signed a long-term distribution agreement with
Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd.  Zhong
Nan Fu Rui is a Chinese manufacturing company owned 100% by Mr. Jianfeng Ding,
the founder of the Company.
  Basis of
accounting
 
 The
financial statements reflect the assets, revenues and expenditures of the
Company on the accrued basis of accounting.
 
 F-8
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B – SIGNIFICANT ACCOUNTING POLICIES
 
 Basis
of Accounting (Continued)
 
 The cost
of goods sold in the Statements of Operations includes costs of products
purchased from suppliers, shipping costs or freight in costs for the products
shipping FOB port China, warehouse costs, and other costs if any directly
related to the products inspection, duty and custom taxes of products, internal
transfer costs if any.  The selling, general and administrative
expense includes operation expense such as travel, professional, office rent,
telephone, wages and salaries for management and administrative employees, and
other expense related to operation.  There was no allocation of
portion of any selling, general and administrative expense to the cost of goods
sold.
  Principles of
Consolidation
 
 The
consolidated financial statements of the Company include the accounts of Flurida
Group USA, Flurida Group Qingdao Office, and Flurida Group European
S.R.L.  All significant intercompany balances and transactions have
been eliminated in consolidation.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect certain amounts reported in the
financial statements and disclosures.  Accordingly, actual results
could differ from those estimates.
 
 Cash and Cash
Equivalents
 
 The
Company considers all highly-liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
 
 Foreign Currency
Translation
 
 The
Company has determined the United States dollars to be its functional currency
for Flurida Group USA; People’s Republic of China Chines Yuan Renminbi to be its
functional currency in Flurida Qingdao office; and European Euro to be its
functional currency.  Assets and liabilities were translated to U.S.
dollars at the period-end exchange rate.  Statement of operations
amounts were translated to U.S. dollars using the first date of each month
during the year.  Gains and losses resulting from translating foreign
currency financial statements are accumulated in other comprehensive income
(loss), a separate component of shareholders’ equity.
 
 
 F-9
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B – SIGNIFICANT ACCOUNTING POLICIES
  Property, Plant, and
Equipment Depreciation
 
 Property,
plant, and equipment are stated at cost.  Depreciation is being
provided principally by straight line methods over the estimated useful lives of
the assets.  As of December 31, 2009, there were no fixed assets in
the Company’s balance sheets.
  Stock-Based
Compensation
 
 The
Company accounts for stock issued for services using the fair value
method.  In accordance with Emerging Issues Task Force (“EITF”)
96-18, the measurement date of shares issued for services is the date at
which the counterparty’s performance is complete.
 
 Basics and Diluted Net Loss
Per Common Share
 
 The
Company computes per share amounts in accordance with FASB ASC 260, “Earnings
per Share”.  ASC 260 requires presentation of basis and diluted
EPS.  Basic EPS is computed by dividing the income (loss) available to
Common Shareholders by the weighted-average number of common shares outstanding
for the period.  Diluted EPS is based on the weighted-average number
of shares of common stock and common stock equivalents outstanding during the
periods.
  The
Company only issued one type of shares, i.e., common shares
only.  There are no other types securities were
issued.  Accordingly, the diluted and basics net loss per common share
are the same.
 
 In 2006,
the Company did not issue any shares to any shareholders.  Therefore,
in 2006, there are no outstanding common shares available.  The
diluted and basics net loss per common share for the period from December 19
(Date of inception) to December 31, 2006, is zero. And the following table I
illustrated the calculations for basics and diluted net loss per common share
for the year 2007 and 2008. Table II shows the calculations for basics and
diluted net loss per common share for the year 2009 and cumulative period from
December 19 (Date of inception) through December 31, 2009.
  The
equation from computing basic and diluted EPS is:
 
 Income
available to common shareholders/Weighted-average shares
  F-10
 
  FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Basics and Diluted Net Loss
Per Common Share (Continued)
 Year
2007
 Basic
      & Diluted EPS ComputationNet
      Loss
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            (19,119
                            )Loss
      available to common stockholders
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            (19,119
                            )
  Dates
                      
                      Shares
                      
                      
                      Fractionof
                        Period
                      
                      
                      Weighted-Outstanding
                      
                      Outstanding
                      
                      
                      On Daily Basis
                      
                      
                      Average SharesAugust
      20, 2007
                      
                      
                      25,997,760
                      
                      
                      134
      / 365
                      
                      
                      
                      9,544,383December
      24, 2007
                      
                      
                      1,294,000
                      
                      
                      8 /
      365
                      
                      
                      
                      28,362Weighted-average
      shares
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      9,572,745Basic
      & Diluted Net Loss Per Common Share
                      
                      $
                      (0.00
                      )
 
 Basics and Diluted Net Loss
Per Common Share ( Continued)
 
 Year
2008
 Basic
      & Diluted EPS ComputationNet
      Loss
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            (194,079
                            )Loss
      available to common stockholders
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            (194,079
                            )
 
 Dates
                        
                        Shares
                        
                        
                        Fractionof
                          Period
                        
                        
                        Weighted-Outstanding
                        
                        Outstanding
                        
                        
                        OnDailyBasis
                        
                        
                        AverageSharesJanuary
      1, 2008
                        
                        
                        27,291,760
                        
                        
                        1
                        
                        
                        
                        27,291,760April
      15, 2008
                        
                        
                        11,699,067
                        
                        
                        260/365
                        
                        
                        
                        8,333,582December
      31, 2008
                        
                        
                        0
                        
                        
                        0
                        
                        
                        
                        0Weighted-average
      shares
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        35,625,342Basic
      & Diluted Net Loss Per Common Share
                        
                        $
                        (0.01
                        )
  F-11
  FLURIDA
GROUP, INC. AND SUBSIDIARIES
  NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
  Basics and Diluted Net Loss
Per Common Share ( Continued)
 Table
II
 Year
2009
 Basic
      & Diluted EPS ComputationNet
      Income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            191,065Income
      available to common stockholders
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            191,065
 
 Dates
                      
                      Shares
                      
                      
                      Fractionof
                        Period
                      
                      
                      Weighted-Outstanding
                      
                      Outstanding
                      
                      
                      OnDailyBasis
                      
                      
                      AverageSharesJanuary
      1, 2009
                      
                      
                      38,990,827
                      
                      
                      1
                      
                      
                      
                      38,990,827December
      31, 2009
                      
                      
                      0
                      
                      
                      0
                      
                      
                      
                      0December
      31, 2009
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      38,990,827Weighted-average
      shares
                      
                      $
                      0.00
 
 Cumulative
Period From December 19 2006 to December 31, 2009
 
 Basic
      & Diluted EPS ComputationNet
      Loss December 31, 2006
                  
                  $
                  (1,500
                  )Net
      Loss December 31, 2007
                  
                  $
                  (19,119
                  )Net
      Loss December 31, 2008
                  
                  $
                  (194,079
                  )Net
      Income December 31, 2009
                  
                  $
                  191,065Loss
      available to common stockholders
                  
                  $
                  (23,633
                  )
 
 Dates
                        
                        Shares
                        
                        
                        FractionofPeriod
                        
                        
                        Weighted-Outstanding
                        
                        Outstanding
                        
                        
                        OnDailyBasis
                        
                        
                        AverageSharesDecember
      19, 2006
                        
                        
                        0
                        
                        
                        0
                        
                        
                        
                        0August
      20, 2007
                        
                        
                        25,997,760
                        
                        
                        864/1107
                        
                        
                        
                        20,290,935December
      24, 2007
                        
                        
                        1,294,000
                        
                        
                        737/1107
                        
                        
                        
                        861498April
      15, 2008
                        
                        
                        11,699,067
                        
                        
                        625/1107
                        
                        
                        
                        6,605,164December
      31, 2009
                        
                        
                        0
                        
                        
                        0
                        
                        
                        
                        0Weighted-average
      shares
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        27,757,597Basic
      & Diluted Net Loss Per Common Share
                        
                        $
                        (0.00
                        )
  F-12
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Revenues
 
 Net
revenues include sales of appliance parts in Asia, Europe, and North
America.  The summary of sales revenue by countries was listed as
follows:
 
 Summary
of Revenues by Countries
 
 Year
      2009
                      
                      
                      Year
      2008
                      
                      
                      Year
      2007USA
                      
                      $
                      7,519,909.00
                      
                      
                      $
                      960,476.00
                      
                      
                      
                      -Australia
                      
                      
                      52,924.00
                      
                      
                      
                      -
                      
                      
                      
                      -Hungary
                      
                      
                      155,343.00
                      
                      
                      
                      -
                      
                      
                      
                      -Italy
                      
                      
                      504,437.00
                      
                      
                      
                      -
                      
                      
                      
                      -Sweden
                      
                      
                      1,971.00
                      
                      
                      
                      -
                      
                      
                      
                      -China*
                      
                      
                      312,806.00
                      
                      
                      
                      53,221.00
                      
                      
                      
                      -Total
                      
                      $
                      8,547,390.00
                      
                      
                      $
                      1,013,697.00
                      
                      
                      $
                      -
 
 * China's
sales were related party transactions.
  Flurida Group, Inc recognizes
revenue for these products when it is realized or realizable and earned. Revenue
is considered realized and earned when persuasive evidence of an arrangement
exists.  For general sales,revenuesare recognized from product
sales upon shipment, which is the point in time when risk of loss is transferred
to the customer, net of estimated returns and allowances.
 
 On June,
2008, the Company signed a sales agreement with Electrolux, such agreement
require the Company to supply the motors, ice makers, and other parts based on
Electrolux’s needs.  The revenue for consignment sales would be
recognized when the Electrolux withdraw the products or the consignment
inventory at Electrolux’s warehouse for 60 days.
 
 Under the
term of the consignment sales agreement, the supplier, Flurida Group, Inc,
agreed to produce, to maintain the transit the customized products per
Electrolux’s specification. Electrolux maintain a storage location within
Electrolux’s sites for consigned inventory. And Flurida Group, Inc is
facilitated to use of Electrolux’s storage locations at such sites to the sale
of products to Electrolux.  Electrolux will provide labor resources
for receipt, stock up and pulls of consigned products.
 
 F-13
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Revenues
(Continued)
 
 Flurida
Group, Inc., retains title and ownership of products while in transit to
Electrolux’s site and while stored in the consigned inventory
location.  Title and ownership will pass to Electrolux when they
withdraw products from the consigned inventory location. Upon withdrawal,
Electrolux will pay for it under the payment term stated in the purchasing order
correspond with the withdraw products.  Products residing in the
consigned inventory for 60 days with no activity due to non communicated demand
change will no longer qualify for consignment, and will be considered as
withdrawn product after 60 days.  Accordingly, title passage and
invoicing shall occur on such products per the term.
  As of December 31, 2009, the Companyhad total revenue of $ 8,547,390, including $6,401,011 consignment sales
to Electrolux, and $ 2,146,379 general sales.  For the $6,401,011
consignment sales, $6,373,306 was for the sales recorded as a result of
Electrolux’s withdrawal of products from the consignment locations; and $27,705
was due to the pass of 60 days with no activities based on the signed
consignment sales agreement with Electrolux.
  In 2009,
the Company sold total quantity of 152,684 icemakers and 1,673,784 motors to an
US company, Electrolux, located at Springfield, TN for $ 6,401,011 as
consignment sales.  The icemakers and motors were manufactured and
supplied by Zhong Nan Fu Rui and Qingdao Fubida Electronics Co.,
Ltd.  All the icemakers and motors were shipped out at FOB shipping
point Qingdao, China.
  Also, the
company sold 1500 icemakers and VDE to Electrolux Australia for $ 52,924. The
icemakers and motors were manufactured and supplied by Zhong Nan Fu Rui, and
were shipped out at FOB shipping point at Qingdao, China.
  In 2009,
, the company sold total quantity of 33,600 Motor, 6,548 Dac Box, and 89,856
Magnet to Electrolux Hungry for $ 155,342; The magnets were manufactured and
supplied by Shanghai Fulu International Trading Co., Ltd.; all the parts were
shipped out at FOB shipping point at Shanghai, China.  The motors and
other related refrigerator appliance parts were manufactured and supplied by
Zhong Nan Fu Rui and Qingdao Fubida Electronics Co., Ltd., and all of those
parts were shipped out at FOB shipping point at Qingdao, China.
 
 F-14
  FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Revenues
(Continued)
  Also, the
company sold total quantity of 73,840 Motor, 3,000 Timer, 39,360 Dac Box, and
103,824 Magnet, 14,830 Lamp, 18,600 Fan to Electrolux Italy for $ 504,437. The
magnets and timer were manufactured and supplied by Shanghai Fulu International
Trading Co., Ltd.; all the parts were shipped out at FOB shipping point at
Shanghai, China.  The motors and other related refrigerator appliance
parts were manufactured and supplied by Zhong Nan Fu Rui and Qingdao Fubida
Electronics Co., Ltd., and all of those parts were shipped out at FOB shipping
point at Qingdao, China.
  Also, the
company sold total quantity of 429 Dac Box to Electrolux Sweden for $ 1971. The
dac Boxes were manufactured and supplied by Qingdao Fubida Electronics Co.,
Ltd., and all of those parts were shipped out at FOB shipping point at Qingdao,
China.
 
 In 2009,
the Company sold total quantity of 272,160 motors to another US company, Master
Precision Global (MPG), a sub-assembler to Electrolux, for $1,032,303. And sold
total quantity of 15,120 motors to another US company, Stanco Metal Product,
Inc, a another sub-assembler to Electrolux, for $ 34,776. The motors were
manufactured and supplied by Zhong Nan Fu Rui and Qingdao Fubida Electronics
Co., Ltd.  All the motors were shipped out at FOB shipping point
Qingdao, China
 
 Also, the
company sold some related refrigerator appliance parts and 56 icemakers to
Electrolux North Carolina for $ 8,583; and sold 1512 motors and 1000 Thermosat
to an IL company, Exact Peplacement Parts. The parts were manufactured and
supplied by Zhong Nan Fu Rui, and were shipped out at FOB shipping point at
Qingdao, China.
 
 Also, the
company sold some related refrigerator appliance parts in US for $
30,010.  The parts were manufactured and supplied by Zhong Nan Fu Rui
and Shanghai Fulu International Trading Co., Ltd.
 
 In 2009,
the Company sold thermostats and other related key parts for icemakers and
motors, to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., Ltd, and ChuZhou
FuDa Electronics Co., Ltd. The parts were exclusively used for the icemakers and
motors purchase order by Electrolux. Flurida Group purchased the parts from Wako
Electronics, Inc., an US Company located at Louisville, KY 40299. Flurida Group
also sold Rocker Switch, the key parts for icemakers, to Zhong Nan Fu Rui. The
parts, Rocker Switch, were exclusively used for the icemakers purchase order by
Electrolux. The Company purchased the parts, Rocker Switch, from CW Industries,
an US Company located at Southampton,
PA; and also Flurida Group purchased some other related key parts from corporate
America, and then sold to Zhong Nan Fu Rui, Qingdao Fubida Electronics Co., and
ChuZhou FuDa Electronics Co., Ltd. The total cost for all the parts purchased is
$278,918. Then, Flurida Group, Inc. addsaveraged 5% - 10% margin
based on the cost of purchase, so, $ 312,806 were sold and invoiced to Zhong Nan
Fu Rui and Qingdao Fubida Electronics Co., Ltd and ChuZhou FuDa Electronics Co.,
Ltd. For all the sales of $312,806, the Company took titles and responsible for
the risks of loss to the parts prior to selling them to Zhong Nan Fu Rui,
Qingdao Fubida Electronics Co., Ltd., and Chuzhou FuDa Electronics Co.,
Ltd.
 
 F-15
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
  Revenues
(Continued)
  In
summary, as of December 31, 2009, the Company incurred the total revenue of
$8,547,390 and cost of goods sold $7,747,634 respectively. The cost of goods
sold is also discussed in details in Note C, Related Party Transactions.
 
 Inventory
 
 Inventories
are stated at the lower of cost or market with cost being determined on a
first-in, first-out basis.
 
 On June,
2008, Flurida Group, Inc signed a consigned inventory agreement with Electrolux
Home Products De Mexico, S.A. DEC.V. (Electrolux).  Under the term of
the agreement, the supplier, Flurida Group, Inc, agreed to produce, to maintain
the transit the customized products per Electrolux’s specification. Electrolux
maintain a storage location within Electrolux’s Juarez site and Anderson site
for consigned inventory. And Flurida Group, Inc is facilitated to use of
Electrolux’s storage locations at such sites to the sale of products to
Electrolux; Electrolux will provide labor resources for receipt, stock up, and
pulls of consigned products. Flurida Group, Inc., retains title and ownership of
products while in transit to Electrolux’s site and while stored in the consigned
inventory location. Title and
ownership will pass to Electrolux when they withdraw products from the consigned
inventory location. Upon withdrawal, Electrolux will pay for it under the
payment term stated in the purchasing order correspond with the withdraw
products. Products
residing in the consigned inventory for 60 days with no activity due to non
communicated demand change will no longer qualify for consignment, and will be
considered as withdrawn product after 60 days. Accordingly, title passage and
invoicing shall occur on such product per the term.
 According
to the Section 6, Consignment Inventory Agreement with Electrolux, parts
residing in the consigned inventory for 60 days with no activity due to
non-communicated demand change will no longer qualify for consignment and will
be considered as withdrawn product after 60 days.  Accordingly, title
passage and invoicing shall occur on such product per the terms defined in Title
section of the Consignment Inventory Agreement.
 F-16
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 According
to the definitions of the Consignment Inventory Agreement, the “Communicated
Demand Change” is defined as a change as push out the usage plan; push in the
usage plan; quantity change or stop (no longer) use change:
 
 ·
                For
      Push Out plan change: A push out plan of no more than 45 calendar days
      push out time will be accepted as a “communicated demand
      change”.
 ·
                For
      Push In plan change: A push in change subject to confirmation of
      Electrolux, which depends on the transit time limitation and parts
      availability.
 ·
                For
      Quantity change: An increase quantity change subject to confirmation of
      Electrolux, which depends on safety inventory status, transit time
      limitation and parts availability.  An decrease quantity change
      will be seem as a Push Out change stated above if the total quantity
      in-process, in-transit and in-inventory can be used up eventually within
      12 months from the date of change.  A decrease quantity change
      will be seem as a Stop Use change stated below if the total quantity
      in-process, in-transit and in-inventory can not be used up eventually
      within 12 months from the date of
change.
 ·
                For
      Stop (no longer) Use change:  An official notice in written
      should be done by Electrolux no longer than 12 weeks before the needed
      date (planned using date) on the Electrolux supplier website or in any
      previous official requirements.
 
 As of
December 31, 2009, the Company incurred total amount of $24,931.20 consignment
inventory with no activity for 60 days, and the sales revenue was recognized for
$27,705.  The invoice amount for $27,705 is still outstanding accounts
receivable.
  At the
year ended December 31, 2008, there’s total $618,151 inventory for the Company
that had sold out in the 1st quarter
of 2009.  The
consignmentinventory
amount was $501,727.
  At the
year ended December 31, 2009, there was $1,253,869 inventory for Flurida Group,
Inc.
  As of
December 31, 2009, there were 39,372 icemakers and 61,992 motors in Electrolux
Juarez warehouse for $602,091 as of consignment inventory.  Also,
there were 122,472 motors in Electrolux Anderson warehouse for $293,071 as of
consignment inventory.  Therefore, total consignment inventory was
$895,262.
  F-17
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
  The
company also had 151,200 motor at total cost of $ 358,706 that had been shipped
out at FOB shipping point Qingdao, China. Those purchases haven’t considered as
a sale or a consignment inventory at the year ended December 31, 2009.
Therefore, it’s the inventory of $358,706 for Flurida Group, Inc.
  As a
result, the company had total of $1,253,869 inventory in the fiscal year end of
2009.
  Payroll
Expense
 
 Beginning
at 2008, Flurida Qingdao’s Representative office hired 7 full time employees to
take care of daily management and administrative activities for the
Company.  Flurida Group USA began to have payroll for officers at
January 2009.
 
 Start
from July 1, 2009, Flurida Qingdao Representative Office was closed, and there’s
no more payroll expenses incurred since then. And Flurida Group USA hired two
employees to taking care of the office and marketing activities.
 
 The
consolidated total payroll expense for the year ended December 31, 2009 and 2008
was listed as follows:
 2009
                      
                      
                      2008Payroll
      - Europe
                      
                      
                      -
                      
                      
                      
                      31,632.82Payroll
      Expense - ERFederal
      Unemployment Tax
                      
                      
                      280.00
                      
                      
                      
                      -Hosing
      public accumulate fund -ER
                      
                      
                      361.48
                      
                      
                      
                      1,514.81Social  insurance-ER
                      
                      
                      1,785.09
                      
                      
                      
                      5,019.62State
      Unemployment Tax
                      
                      
                      1,554.26
                      
                      
                      
                      -US
      Medicare Tax - ER
                      
                      
                      4,164.77
                      
                      
                      
                      -US
      Social Security Tax -ER
                      
                      
                      15,836.47
                      
                      
                      
                      -Payroll
      Expense - ER - Other
                      
                      
                      916.62
                      
                      
                      
                      3,564.83Total
      Payroll Expense - ER
                      
                      
                      24,898.69
                      
                      
                      
                      10,099.26Payroll
      Expenses - EEFederal
      Tax Withholding
                      
                      
                      48,444.80
                      
                      
                      
                      -Housing
      public accumulate fund -EE
                      
                      
                      361.47
                      
                      
                      
                      1,514.81Net
      Wage Payment-EE
                      
                      
                      12,743.33
                      
                      
                      
                      47,067.93Payroll
      Expense - EE - Other
                      
                      
                      -
                      
                      
                      
                      568.99Social
      Insurance-EE
                      
                      
                      606.06
                      
                      
                      
                      1,704.19State
      Tax Withholding
                      
                      
                      9,683.45
                      
                      
                      
                      -US
      Medicare Tax -EE
                      
                      
                      4,164.77
                      
                      
                      
                      -US
      Net Salaries payment - EE
                      
                      
                      211,381.52
                      
                      
                      
                      -US
      Social Security Tax - EE
                      
                      
                      15,836.47
                      
                      
                      
                      -Total
      Payroll Expenses - EE
                      
                      
                      303,221.87
                      
                      
                      
                      50,855.92Total
      Payroll Expenses
                      
                      
                      328,120.56
                      
                      
                      
                      92,588.00
 
 F-18
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
  The
housing public accumulated fund and social insurance were paid by both employer
and employees in China; the employee portion of housing public accumulated fund
and social insurance was withheld by employer, and then submitted to local tax
authority in China.
 
 There was
no payroll expense incurred in USA in 2008, 2007, and 2006.
 Operating
Expense
 
 For the
year ended December 31, 2009, 2008, and 2007, the company had a total of $
588,019, $261,513, and $ 20,710 operating expenses respectively.
 
 Comprehensive
Income
 
 The
company’s comprehensive income is comprised of net income, unrealized gains and
losses on marketable securities classified foreign currency translation
adjustments, and unrealized gains and losses on derivative financial instruments
related to foreign currency hedging.
 
 Concentration of credit
risk
 
 The
Company maintains its cash in bank accounts which, at times, may exceed the
federally insured limits.  The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit risk
on cash.
 
 Income
Tax
 The
Company uses the liability method of
accounting for income taxes pursuant to FASB ASC 740-10-50.  Under
this method, deferred income taxes are recorded to reflect the tax consequences
in future years of temporary differences between the tax basis of the assets and
liabilities and their financial
amounts at year end.
  For
federal income tax purposes, substantially all expenses must be deferred until
the Company commences business and then they may be written off over a 60-month
period. These expenses will not be deducted for tax purposes and will represent
a deferred tax asset. The Company has provided a valuation allowance in the full
amount of the deferred tax asset since there is no assurance of future taxable
income. Tax deductible losses can be carried forward for 20 years until utilized
for federal income tax purposes.
 
 F-19
   
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 The
Company has incurred net losses since inception. The Company has not reflected
any benefit of such net operating loss carry forward in the accompanying
financial statements for the year 2008, and 2007 respectively.  In the
year 2009, the Company incurred operating income of $211,737, and after carry
forward the total deductible carry forward loss of $37,296
at USA operation, the Company incurred the net income tax expense of $31,703 for
the year 2009.
 
 The
income tax benefit differed from the amount computed by applying the US federal
income tax rate of 34% to net loss as a result of the following:
 
 2009
                    
                    
                    2008
                    
                    
                    2007%
                    
                    
                    %
                    
                    
                    %Computed
      expected tax benefit
                    
                    
                    (34.00
                    )
                    
                    
                    (34.00
                    )
                    
                    
                    (34.00
                    )State
      income tax, net of federal benefit
                    
                    
                    (7.30
                    )
                    
                    
                    (7.30
                    )
                    
                    
                    (7.30
                    )Change
      in federal tax rate apportionment
                    
                    
                    19.00
                    
                    
                    
                    19.00Change
      in valuation allowance
                    
                    
                    22.30
                    
                    
                    
                    22.30Income
      tax benefit
                    
                    
                    (41.30
                    )
                    
                    
                    -
                    
                    
                    
                    -
 
 As of
2009, the total $37,296of
operation loss incurred in USA was carried
forward.  The remaining balance of operation loss in Italy can be
carried forward in 20 years starting from the date the operating loss
occurred.
 
 The tax
effect of temporary differences that give rise to significant portions of the
deferred tax assets as of December 31, 2009, 2008, and 2007 are presented
below:
 
 Deferred
Tax Assets:
 2009
                    
                    
                    2008
                    
                    
                    2007Organizational
      start-up costs
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Valuation
      allowance
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      deferred tax assets
                    
                    $
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    -
 
 In
assessing the realization of deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during periods in which
those temporary differences become deductible.
 
 In the
years 2009, 2008, and 2007, there were no deferred tax assets.
  F-20
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
  The
Company filed Form 1120 to Internal Revenue Service and IL 1120 to the State of
Illinois.  There was no income tax for the State of
Nevada.  China’s Qingdao representative office expenditures will be
reported in the Company’s U.S. tax return Form 1120.  Flurida Group
European reported income tax return to Italy government and there was no income
tax incurred in Italy due to the net operating loss.
  Accrued Interest
Receivable
 
 In July
1st,
2009, the company loan $ 278,090 to its main supplier Zhong Nan Fu Rui
Mechanical electronics Co., Ltd at interest rate of 5.31%, term July 1, 2009 to
June 30, 2010. As of December 31, 2009, total of $ 7,389 accrued interest
receivable was incurred.
 
 Account
Payable
 
 As of
December 31, 2009, and 2008, the company had a total of $ 1,830,077, and $
626,868 account payable respectively.
 
 For
the amount of $ 1,830,077 was included $ 1,333,197 was due to ZNFR Mechanical
electronics Co, $ 91,841 was duo to SHFL International Trading co, $ 361,052 was
due to Qingdao Fubida Eletronic Co, and other account payable of $
43,986.
 
 Recent Accounting
Pronouncements
 
 Business
Combinations —The new guidance on business combinations retains the
underlying concepts of the previously issued standard in that the acquirer of a
business is required to account for the business combination at fair value. As
with previous guidance, the assets and liabilities of the acquired business are
recorded at their fair values at the date of acquisition. The excess of the
purchase price over the estimated fair values are recorded as goodwill. The new
pronouncement results in some changes to the method of applying the acquisition
method of accounting for business combinations in a number of significant
aspects. Under the new guidance, all acquisition costs are expensed as incurred
and in-process research and development costs are recorded at fair value as an
indefinite-lived intangible asset. Prior to the adoption, in-process research
and development costs were immediately expensed and acquisition costs were
capitalized. Further, the new guidance generally requires restructuring charges
associated with a business combination to be expensed subsequent to the
acquisition date.
 
 Fair Value Measurements and
Disclosures — The pronouncements define fair value, establish
guidelines for measuring fair value, and expand disclosures regarding fair value
measurements.
 
 F-21
  FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Variable Interest
Entitiesand Transfers
of Financial Assets and Extinguishments of Liabilities — The
pronouncement on transfers of financial assets and extinguishments of
liabilities removes the concept of a qualifying special-purpose entity and
removes the exception from applying variable interest entity accounting to
qualifying special-purpose entities. The new guidance on variable interest
entities requires an entity to perform an ongoing analysis to determine whether
the entity’s variable interest or interests give it a controlling financial
interest in a variable interest entity. The pronouncements are effective for
fiscal years beginning after November 15, 2009.
  Management
does not anticipate that the adoption of these standards will have a material
impact on the financial statements.
 
 NOTE
C – RELATED PARTY TRANSACTIONS
 
 The
following related party transactions were identified in balance sheets and
statements of operations, and listed as follows:
 
 Summary
of Related Party Transactions in Balance Sheets
 
 12/31/2009
                          
                          
                          12/31/2008
                          
                          
                          12/31/2007Accounts
      Receivable Balance from:Chuzhou
      Fuda
                          
                          $
                          24,438.47
                          
                          
                          
                          -
                          
                          
                          
                          -Zhong
      Nan Fu Rui
                          
                          
                          30,726.21
                          
                          
                          
                          18,551.00
                          
                          
                          
                          -Total
      Accounts Receivable from Related Party
                          
                          $
                          55,164.68
                          
                          
                          $
                          18,551.00
                          
                          
                          
                          -Loans
      to Supplier:Zhong
      Nan Fu Rui
                          
                          
                          278,090.83
                          
                          
                          
                          -
                          
                          
                          
                          -Accrued
      Interest Receivable from:Zhong
      Nan Fu Rui
                          
                          
                          7,389.00
                          
                          
                          
                          -
                          
                          
                          
                          -Accounts
      Payable to:Qingdao
      Fubida Electronic Co.
                          
                          
                          361,052.36
                          
                          
                          
                          -
                          
                          
                          
                          -Shanghai
      Fulu International
                          
                          
                          92,615.09
                          
                          
                          
                          -
                          
                          
                          
                          -Zhong
      Nan Fu Rui
                          
                          
                          1,362,348.10
                          
                          
                          
                          610,813.35
                          
                          
                          
                          -Total
      Accounts Payable to Related Party
                          
                          $
                          1,816,015.55
                          
                          
                          $
                          610,813.35
                          
                          
                          
                          -
 
 Summary
of Related Party Transactions in Statements of Operation
 
 12/31/2009
                          
                          
                          12/31/2008
                          
                          
                          12/31/2007Revenue
      from:Zhong
      Nan Fu Rui
                          
                          $
                          280,857.05
                          
                          
                          $
                          53,221.44
                          
                          
                          
                          -Qingdao
      Fubida Electronic Co.
                          
                          
                          7,510.80
                          
                          
                          
                          -
                          
                          
                          
                          -Chuzhou
      Fuda
                          
                          
                          24,438.47
                          
                          
                          
                          -
                          
                          
                          
                          -Total
      Revenues from Related Party
                          
                          $
                          312,806.32
                          
                          
                          $
                          53,221.44
                          
                          
                          
                          -Cost
      of Goods Sold:Zhong
      Nan Fu Rui
                          
                          
                          3,524,053.00
                          
                          
                          $
                          912,381.27
                          
                          
                          
                          -Qingdao
      Fubida Electronic Co.
                          
                          
                          3,256,052.00
                          
                          
                          
                          -
                          
                          
                          
                          -Shanghai
      Fulu International
                          
                          
                          70,459.00
                          
                          
                          
                          -
                          
                          
                          
                          -Total
      Cost of Goods Sold from Related Party
                          
                          $
                          6,850,564.00
                          
                          
                          $
                          912,381.27
                          
                          
                          
                          -
 
 Accounts Receivable &
Revenue
 
 Accounts
receivable balance of $24,438.47 from Chuzhou Fuda was due to the sales of
appliance parts, for the total sales revenue of $24,438.47 as of December 31,
2009.  The accounts receivable balance of $30,726.21 was due to the
total sales of ice maker and motor parts to Zhong Nan Fu Rui, for the total
sales of $280,857.05 to Zhong Nan Fu Rui in 2009.
 
 There was
accounts receivable balance of $18,551 for the sales of ice maker and motor
parts $53,321.44 to Zhong Nan Fu Rui in 2008.
 
 There
were no related party sales transactions in 2007.
 
 Accounts
Payable
 
 Accounts
payable balance of $361,052.36 to Qingdao Fubida was due to the purchase of
icemakers, magnets, and DAC boxes for the total purchase cost of $3,474,445 in
the year 2009.  Accounts payable balance of $92,615.09 to Shanghai
Fulu was due to the purchase of icemakers and magnets for the total purchase
cost of $123,570 in the year 2009.  Accounts payable balance of
$1,362,348.10 to Zhong Nan FU Rui was due to the purchase of icemakers and
motors for the total purchase cost of $4,506,418 in the year 2009.
 
 Accounts
payable balance of $610,813.35 to Zhong Nan Fu Rui was due to the purchase of
icemakers and motors for the year 2008.
 
 There
were no related party purchase transactions in 2007.
  F-22
 FLURIDA GROUP, INC. AND
SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
C – RELATED PARTY TRANSACTIONS (Continued)
 
 Common Shares Issued to
Executive and Non-Executive Officers and Directors
 
 As of
December 31, 2008, total 32,129,960 shares were issued to officers and
directors.  Please see the Table III below for details:
 
 Table
III:
 Name
                        
                        TotalShares
                        
                        
                        TotalAmount
                        
                        
                        PercentageFenglan  Li
                        
                        
                        165,000
                        
                        
                        
                        15,750
                        
                        
                        
                        0.42
                        %Fuling
      Li
                        
                        
                        115,000
                        
                        
                        
                        10,750
                        
                        
                        
                        0.29
                        %Ying
      Zhong
                        
                        
                        2,000,000
                        
                        
                        
                        200,000
                        
                        
                        
                        5.13
                        %Gian
      Franco Barbieri
                        
                        
                        102,000
                        
                        
                        
                        9,700
                        
                        
                        
                        0.26
                        %Xiaoyong
      Fu
                        
                        
                        750,000
                        
                        
                        
                        75,000
                        
                        
                        
                        1.92
                        %Jianfeng
      Ding & Yaru Huang
                        
                        
                        28,997,760
                        
                        
                        
                        325,998
                        
                        
                        
                        74.37
                        %Total
                        
                        
                        32,129,760
                        
                        
                        $
                        637,197.76
                        
                        
                        
                        82.39
                        %
 
 * Based
on total issued shares as of December 31, 2008: 38,990,827
 
 At July
23, 2009, the Company's founders Jianfeng Ding and Yaru Huang transferred total
2,000,000 of their common shares to Chuanyun Mu and Xia Liu as a gift.
Therefore, as of December 31, 2009, total 30,129,960 shares were issued to
officers and directors.  Please see the table below for
details:
 
 Name
                        
                        TotalShares
                        
                        
                        TotalAmount
                        
                        
                        PercentageFenglan  Li
                        
                        
                        165,000
                        
                        
                        
                        15,750
                        
                        
                        
                        0.42
                        %Fuling
      Li
                        
                        
                        115,000
                        
                        
                        
                        10,750
                        
                        
                        
                        0.29
                        %Ying
      Zhong
                        
                        
                        2,000,000
                        
                        
                        
                        200,000
                        
                        
                        
                        5.13
                        %Gian
      Franco Barbieri
                        
                        
                        102,000
                        
                        
                        
                        9,700
                        
                        
                        
                        0.26
                        %Xiaoyong
      Fu
                        
                        
                        750,000
                        
                        
                        
                        75,000
                        
                        
                        
                        1.92
                        %Jianfeng
      Ding & Yaru Huang
                        
                        
                        26,997,760
                        
                        
                        
                        323,998
                        
                        
                        
                        69.24
                        %Total
                        
                        
                        30,129,760
                        
                        
                        $
                        635,198
                        
                        
                        
                        77.26
                        %
 
 * Based
on total issued shares as of December 31, 2009: 38,990,827.
 
 F-23
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
C – RELATED PARTY TRANSACTIONS (Continued)
 
 Cost of Goods
Sold
 
 The
Company’s purchase is primarily from supplier, Zhong Nan Fu Rui Mechanical
Electronics Manufacturing Co., Ltd., owned 100% by the founder of the Company,
Jianfeng Ding.  Due to Jianfeng Ding, and Yaru Huang, husband and
wife, combined hold 74.37% issued common shares for Flurida Group, Inc., the two
entities, Flurida Group, Inc., and Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd., are under conmmon control according to EITF
02-5.
 
 The
products the Company will sell are manufactured in China by Zhong Nan Fu Rui
Mechanical Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu
Rui”).  It was established in 2005 specializing in home appliance
components and subassemblies manufacturing, and located in Qingdao City,
Shandong Province, China.  On September 18, 2007, amended June 25,
2008 and further amended on August 4, 2008, Flurida Group, Inc. signed a five
year distribution agreement with Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd.  Zhong Nan Fu Rui is a Chinese manufacturing
company owned 100% by Mr. Jianfeng Ding, our president.  Under the
terms of the agreement Zhong Nan Fu Rui authorizes Flurida to be its exclusive
sales agent for the ice making product lines, including icemaker and ice water
dispensing systems all over the world. The ice making product lines shall
include the products that Zhong Nan Fu Rui developed before the agreement signed
and the products that will be developed solely by Zhong Nan Fu Rui during the
term of the agreement. Zhong Nan Fu Rui is the exclusive supplier of the
products we sell.  Although the distribution agreement requires that
the purchase price we will pay for these products will be comparable to what the
Flurida would have paid a non-related party in market price, Mr. Ding may face a
conflict in calculating the price the products are sold to Flurida and the
determining amount of products the Flurida purchase.  However, because
Mr. Ding has a fiduciary duty to Flurida and the shareholders, he has indicated
that he will assure strict adherence to this provision of the agreement and will
not require Flurida to purchase a quantity of products in excess of that which
Flurida can reasonably afford or reasonably expect to sell in within two to
three months of our purchase of the products.
 
 The
management of Flurida Group, Inc. believes that the purchase price for the parts
from Zhong Nan Fu Rui will be market price.  Flurida Group, Inc. and
Zhong Nan Fu Rui are two totally separated entities, i.e., Flurida Group, Inc.
is a USA corporation and will fully comply with USA regulations and USA general
accepted accounting principles; Zhong Nan Fu Rui is a Chinese company and it
will comply with Chinese legal systems.
 
 F-24
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
C – RELATED PARTY TRANSACTIONS (Continued)
 
 Cost of Goods Sold (
Continued)
 
 Flurida
Group, Inc. and Zhong Nan Fu Rui will operate independently.  Zhong
Nan Fu Rui, as a Chinese local manufacturer, will record their manufacturing
costs and inventories based on the Chinese accounting regulations
rulings.  But, when Flurida Group, Inc. purchases the parts from Zhong
Nan Fu Rui, Flurida Group will record the actual costs paid to Zhong Nan Fu Rui
as the costs for inventory of Flurida Group, Inc.  There is no any
relationship for Zhong Nan Fu Rui’s manufacturing historic costs with Flurida
Group’s inventory value.  Specifically, Flurida’s inventory value is
equal to the purchase price or actual cost of the parts purchased from Zhong Nan
Fu Rui, and the purchase price of the parts will be fair market
price.  Flurida Group, Inc. will adopt the first-in and first-out
inventory system according to generally accepted accounting principles in
USA.
 
 The
management of Zhong Nan Fu Rui disclosed to Flurida Group, Inc. that, Zhong Nan
Fu Rui  adopted the cost plus pricing policies with market adjustment,
negotiable with customers.  Zhong Nan Fu Rui adopted the cost plus
system for all the products for all customers including the product, icemakers
exclusively distributed by Flurida Group, Inc.  Specifically, the
selling price is determined by total actual manufacturing cost of direct
manufacturing materials (parts), direct manufacturing labor, and allocated
manufacturing overhead cost, plus 5-10% of total manufacturing
cost.  Zhong Nan Fu Rui’s minimum gross profit margin is
5%.
 
 Flurida
Group also purchased the products from suppliers, Qingdao Fubida Electronics
Co., Ltd and Shanghai Fulu International Trading Co., Ltd on purchase orders
basis.
 
 Qingdao
Fubida Electronics Co., Ltd, owned 100% indirectly by Jianfeng Ding and Yaru
Huang, husband and wife. Qingdao Fubida Electronics Co., Ltd is a manufacturing
company, and it was established in 2003 specializing in home appliance control
components and subassemblies manufacturing, and located in Qingdao City,
Shandong Province, China. The plant space is around 70,000 sq ft. 14units
injection molding machine up to 600 metric tons.
 
 Shanghai
Fulu International Trading Co., Ltd. a trading company established in 2007,
located at Shanghai, China, 100% owned indirectly by Jianfeng Ding and Yaru
Huang.
 
 At the
year ended 2008, the Company had ending inventory of $ 618,151 that was
purchased from Zhong Nan Fu Rui, include 17,640 icemakers and 119,448 motor. And
all of those had been sold in the 1st quarter
2009, and the same amount $ 618,151 of cost of good sold was incurred in year
2009.
 
 F-25
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
C – RELATED PARTY TRANSACTIONS (Continued)
 
 Cost of Goods Sold (
Continued)
 
 In 2009,
Flurida Group, Inc. purchased 170,924 icemakers and 1,006,372 motors from Zhong
Nan Fu Rui at total cost of $ 4,506,418 for FOB shipping point at Qingdao,
China. In the period of January 1 to December 31, 2009, the company had sold
824,148 motors and 136,700 icemakers, and the cost of good sold was $
3,5,24,053.
 
 The total
parts price from Zhong Nan Fu Rui consists of 80% of direct manufacturing
materials and labor, 10% of allocated manufacturing overhead, and 10% of profit
margin.
 
 Flurida
Group, Inc. also purchased 1,247,380 motors,14,830 lamps, 50 icemakers, 18,600
fans, 15,156 magnets, and 46,337 dac boxes from Qingdao Fubida Electronics Co.,
Ltd. at total cost of $ 3,474,445 for FOB shipping point at Qingdao, China. In
the period of January 1 to December 31, 2009, the company had sold 1,156,660
motors and 50 icemakers, 18,600 fans, 14,830 lamps, 15,156 magnets, and 46,337
dac boxes and the cost of good sold was $ 3,256,052.
 
 In
addition, Flurida Group, Inc. purchased 178, 524 magnets, 4998 icemakers, and
3000 timers from Shanghai Fulu International Trading Co., Ltd., at total cost of
$123,570 for FOB shipping point at Shanghai, China. In the period of January 1
to December 31, 2009, the company had sold 210 icemakers, 178,524 magnets, and
3,000 timers and the cost of good sold was $ 70,459.
 
 To
manufacture the related refrigerator appliance parts, Zhong Nan Fu Rui and
Qingdao Fubida Electronics Co., needs key parts made in USA, which were
purchased through Flurida Group, Inc. in USA.  The costs of purchasing
the parts were $ 278,918 in 2009.
 
 Therefore,
in the year ended December 31, 2009, the Company incurred a total cost of good
sold of $ 7,747,634.
 
 Loan to
Supplier
 
 At July
1st,2009, Flurida Group, Inc. loan $ 278,091 to the company’s primary
supplier, Zhong Nan Fu Rui. The outstanding balance bears interest at 5.31%,
pursuant to a written agreement, for the term from July 1st 2009 to
June 30th 2010.
This receivable was subsequently paid in full during June 2010.
 
 F-26
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE D – SHAREHOLDERS’
EQUITY
 
 During
the year ended December 31, 2008, Flurida Group, Inc has issued total 11,699,067
new shares on April 15, 2008, including 11,649,067 shares issued to loan holders
who converted all the loans to common shares. At the year ended December 31,
2008, Flurida Group, Inc. incurred net loss of $ (194,079). Therefore, the total
stockholders’ equity balance at December 31, 2008 was $ 1,075,377.
 
 On April
15, 2008, 50,000 shares issued to Williams Law Group at $ 0.10, for the legal
service value of $5,000.  On April 1, 2008, seven non-affiliated loan
holders asked for repayment of their loans in the aggregate amount of $ 25,066
plus the total interest cost of $624.72, which was paid on the same date, April
1, 2008; meantime, seven additional lenders loaned an aggregate amount of $
9,926.  On April 15, 2008, total loan amount of $1,164,906 was
converted to common shares at price of $0.10 per share, for the total shares of
11,649,067 shares, which were issued to the loans holders.
 
 There
were no new shares issued during the period ending December 31,
2009.  .
 
 Therefore,
as of December 31, 2009 total shares issued and outstanding are
38,990,827.
 
 NOTE
E – GOING CONCERN
 
 The
Company’s short operating history and financial resources raise substantial
doubt about its ability to continue as a going concern.  The financial
statements do not include adjustments that might result from the outcome of this
uncertainty and if the Company is unable to generate significant revenue or
secure financing, then the Company may be required to cease or curtail its
operations.  In 2009, the Company generated sales revenue of
$8,547,390, and cumulative net income of $25,346 from December 19, 2006 (date of
inception) through December 31, 2009.  The Company’s single most
concentrated customer is Electrolux located in various countries.  If
Electrolux discontinue the purchase which may be very unlikely in neare future,
the Company may face the ability to continue as a going
concern.  However, due to the close relationship between the Company
and it’s suppliers, Zhong Nan Fu Rui and Qingdao Fubida Electronics Co., which
are 100% owned by the founder, Jianfeng Ding, Zhong Nan Fu Rui and Qingdao
Fubida Electronics Co.’s current customers can be served by the Company for the
same quality of products and services.  Besides, as of December 31,
2009, the cash and cash equivalent balance was $700,959 , the management
believes that the revenues will be generated and its cash flows will be
maintained to cover its operational costs and the risk of going concern in long
term is significantly low.
 
 F-27
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
F – ERROR CORRECTION FOR FINANCIAL STATEMENT
 
 In the
previous issued audited financial statements dated April 6, 2009, the Sales
Revenue incurred for the period January 1, 2008 through December 31, 2008, was
recognized when the products were delivered into customer’s warehouse, which
include some consignment inventories of the Company that the title of the
products might not be transferred
to the customer yet.  In accordance with the Securities and
Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104,
“Revenue Recognition,”: Revenue is considered realized and earned when
persuasive evidence of an arrangement exists; delivery has occurred or services
have been rendered; the Company’s fee to its customer is fixed or determinable;
and collection of the resulting receivable is reasonably assured; revenues are
recognizedfrom product sales
upon shipment, which is the point in time when risk of loss is transferred to
the customer, net of estimated returns and allowances. Therefore,
the comparative financial statements of prior periods have been adjusted to
apply the correct method retrospectively.  The following financial
statement line items for the period January 1, 2008 through December 31, 2008
was affected by the change of the financial data.
 
 Also in
the following Consolidated Balance Sheets, as of December 31, 2008, the error in
the previous issued financial statement has adjusted.   The total
inventory was corrected to $ 618,151; therefore, the total current assets were $
1,703,514.  And the deficit accumulated was adjusted to $ (214,698);
therefore, the total stockholder’s equity was $ 1,075,377.
 
 F-28
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
BALANCE SHEETS
 
 December 31
                      
                      
                      December 312008
                      
                      
                      2008As Reported
                      
                      
                      As AdjustedASSETSCurrent
      assets:Cash
      and cash equivalents
                      
                      $
                      605,932
                      
                      
                      $
                      605,932Accounts
      receivable, net
                      
                      
                      479,431
                      
                      
                      
                      479,431Total
      Current Assets
                      
                      $
                      1,085,363
                      
                      
                      $
                      1,085,363Property,
      plant and equipment, net
                      
                      
                      -
                      
                      
                      
                      -Other
      assetsConsignment
      Inventory
                      
                      $
                      530,170
                      
                      
                      $
                      501,727Inventory
                      
                      
                      116,424
                      
                      
                      
                      116,424Total
      Other Assets
                      
                      $
                      646,594
                      
                      
                      $
                      618,151TOTAL
      ASSETS
                      
                      $
                      1,731,957
                      
                      
                      $
                      1,703,514LIABILITIES
      & EQUITYCurrent
      liabilities:Account
      Payable
                      
                      
                      626,868
                      
                      
                      
                      626,868Credit
      Card Payable
                      
                      $
                      1,269
                      
                      
                      $
                      1,269Total
      Current Liabilities
                      
                      $
                      628,137
                      
                      
                      $
                      628,137Stockholders'
      Equity:Common
      stock, $0.001 par value;200,000,000
      shares authorized;38,990,83
      shares issued and outstanding.
                      
                      $
                      38,991
                      
                      
                      $
                      38,991Paid-in
      capital
                      
                      
                      1,221,613
                      
                      
                      
                      1,221,613Deficit
      accumulated during the development stage
                      
                      
                      (186,255
                      )
                      
                      
                      (214,698
                      )Accumulated
      other comprehensive Income
                      
                      
                      29,471
                      
                      
                      
                      29,471Total
      stockholders' equity
                      
                      $
                      1,103,820
                      
                      
                      $
                      1,075,377TOTAL
      LIABILITIES & EQUITY
                      
                      $
                      1,731,957
                      
                      
                      $
                      1,703,514
 
 F-29
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
STATEMENT OF LOSS
 
 Year Ended
                  
                  
                  Year EndedDecember 31,
                  
                  
                  December
                    31,2008
                  
                  
                  2008As Reported
                  
                  
                  As AdjustedRevenues:
                  
                  $
                  1,543,867
                  
                  
                  $
                  1,013,697Cost
      of Goods Sold
                  
                  $
                  1,464,792
                  
                  
                  $
                  963,065Gross
      Profit
                  
                  $
                  79,075
                  
                  
                  $
                  50,632Operating
      expenses:Research
      and development
                  
                  
                  -
                  
                  
                  
                  -Selling,
      general and administrative expenses
                  
                  
                  261,513
                  
                  
                  
                  261,513Depreciation
      and amortization expenses
                  
                  
                  -
                  
                  
                  
                  -Total
      Operating Expenses
                  
                  
                  261,513
                  
                  
                  
                  261,513Operating
      Loss
                  
                  $
                  (182,438
                  )
                  
                  $
                  (210,881
                  )Investment
      income, net
                  
                  $
                  17,427
                  
                  
                  $
                  17,427Interest
      Expense, net
                  
                  
                  625
                  
                  
                  
                  625Loss
      before income taxes
                  
                  
                  (165,636
                  )
                  
                  
                  (194,079
                  )Loss
      tax expense
                  
                  
                  -
                  
                  
                  
                  -Net
      Loss
                  
                  $
                  (165,636
                  )
                  
                  $
                  (194,079
                  )Net
      Loss per common share-Basics
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Net
      Loss per common share-Diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Other
      comprehensive Income(Loss), net of tax:Foreign
      currency translation adjustments
                  
                  
                  29,597
                  
                  
                  
                  29,597Total
      other comprehensive Income
                  
                  
                  29,597
                  
                  
                  
                  29,597Comprehensive
      Loss
                  
                  $
                  (136,039
                  )
                  
                  $
                  (164,482
                  )
 
 
 F-30
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
STATEMENT OF STOCKHOLDERS EQUITY
 FOR
THE PERIOD ENDED DECEMBER 31, 2008
 
 Deficit(As Adjusted)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              Accumulated
                              
                              
                              AccumulatedAdditional
                              
                              
                              Duringthe
                              
                              
                              Other
                              
                              
                              TotalCommon Stock
                              
                              
                              Paid-in
                              
                              
                              Development
                              
                              
                              Comprehensive
                              
                              
                              Stockholders'Shares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              Stage
                              
                              
                              Income (Loss)
                              
                              
                              EquityNet
      loss for the year endedDecember 31 , 2006
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              (1,500
                              )
                              
                              
                              
                              
                              $
                              (1,500
                              )Balance,
      December 31, 2006
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              (1,500
                              )
                              
                              
                              
                              
                              $
                              (1,500
                              )Proceeds
      from sale of common
      stock @0.001 per
      share on
      August 20, 2007
                              
                              
                              25,997,760
                              
                              
                              $
                              25,998
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              
                              
                              $
                              25,998Issuance
      of common stocks
      to shareholders @0.05
      per share on
      December 10, 2007
                              
                              
                              1,294,000
                              
                              
                              $
                              1,294
                              
                              
                              $
                              63,406
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              64,700Adjustment
      for Exchange rate
      changes
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              (126
                              )
                              
                              $
                              (126
                              )Net
      loss for the year ended
      December 31, 2007
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              (19,119
                              )
                              
                              
                              
                              
                              
                              $
                              (19,119
                              )Balance,
      December 31, 2007
                              
                              
                              27,291,760
                              
                              
                              $
                              27,292
                              
                              
                              $
                              63,406
                              
                              
                              $
                              (20,619
                              )
                              
                              $
                              (126
                              )
                              
                              $
                              69,953Issuance
      of common stocks
      to Williams @0.10
      per share on
      April 15, 2008
                              
                              
                              50,000
                              
                              
                              $
                              50
                              
                              
                              $
                              4,950
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              5,000Issuance
      of common stocks
      to convert loans @0.10
      per share on
      April 15, 2008
                              
                              
                              11,649,067
                              
                              
                              $
                              11,649
                              
                              
                              $
                              1,153,257
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              1,164,906Net
      Loss for the period ended
      December 31, 2008
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              $
                              (194,079
                              )
                              
                              $
                              29,597
                              
                              
                              $
                              (164,482
                              )Balance,
      December 31, 2008
                              
                              
                              38,990,827
                              
                              
                              $
                              38,991
                              
                              
                              $
                              1,221,613
                              
                              
                              $
                              (214,698
                              )
                              
                              $
                              29,471.23
                              
                              
                              $
                              1,075,377
 
 
 F-31
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 
 Year Ended
                  
                  
                  Year EndedDecember 31
                  
                  
                  December 312008
                  
                  
                  2008As Reported
                  
                  
                  As AdjustedOperating Activities:Net
      Loss
                  
                  $
                  (165,636
                  )
                  
                  $
                  (194,079
                  )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Non-cash
      portion of share based legal fee expense
                  
                  
                  5,000
                  
                  
                  
                  5,000Consignment
      Inventory
                  
                  
                  (530,170
                  )
                  
                  
                  (501,727
                  )Inventory
                  
                  
                  (116,424
                  )
                  
                  
                  (116,424
                  )Increase
      in account receivable
                  
                  
                  (479,431
                  )
                  
                  
                  (479,431
                  )Decrease  in
      other payable
                  
                  
                  (1,500
                  )
                  
                  
                  (1,500
                  )Increase
      in account payable
                  
                  
                  626,868
                  
                  
                  
                  626,868Increase
      in credit card payable
                  
                  
                  1,269
                  
                  
                  
                  1,269Net
      cash provided by operating activities
                  
                  $
                  (660,024
                  )
                  
                  $
                  (660,024
                  )Investing
      Activities:Organization
      cost
                  
                  
                  -
                  
                  
                  
                  -Net
      cash provided by investing activities
                  
                  $
                  -
                  
                  
                  $
                  -Financing
      Activities:Proceeds
      from issuance of common stock
                  
                  
                  -
                  
                  
                  
                  -Repay
      loans to shareholders
                  
                  
                  (25,066
                  )
                  
                  
                  (25,066
                  )Proceeds
      from loan from shareholders
                  
                  
                  11,926
                  
                  
                  
                  11,926Net
      cash provided by financing activities
                  
                  
                  (13,140
                  )
                  
                  
                  (13,140
                  )Effect
      of  Exchange Rate on Cash
                  
                  $
                  29,597
                  
                  
                  $
                  29,597Net
      increase (decrease) in cash and cash equivalents
                  
                  $
                  (643,567
                  )
                  
                  $
                  (643,567
                  )Cash
      and cash equivalents at beginning of the year
                  
                  $
                  1,249,499
                  
                  
                  $
                  1,249,499Cash
      and cash equivalents at end of year
                  
                  $
                  605,932
                  
                  
                  $
                  605,932
 
 F-32




Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial
Disclosures





None




Item 9A.
Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





The
Company’s Chief Executive Officer/Chief Financial Officer has evaluated the
effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31,
2009. Based upon such evaluation, the Chief Executive Officer/ Chief Financial
Officer has concluded that, as of December 31, 2009, the Company’s disclosure
controls and procedures were not effective. This conclusion by the
Company’s Chief Executive Officer/ Chief Financial Officer does not
relate to reporting periods after December 31, 2009.





Management’s Report on
Internal Control Over Financial Reporting





Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting as of December
31, 2009 based on the framework stated by the Committee of Sponsoring
Organizations of the Treadway Commission. Furthermore, due to our financial
situation, we will be implementing further internal controls as we become
operative so as to fully comply with the standards set by the Committee of
Sponsoring Organizations of the Treadway Commission.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed 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. Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.





Based on
its evaluation as of December 31, 2009, our management concluded that our
internal controls over financial reporting were not effective as of December 31,
2009. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Company’s annual or
interim financial statements will not be prevented or detected on a timely
basis.





The
material weakness relates to the following:





1.  Accounting and Finance
Personnel Weaknesses – Our current accounting staff is relatively small
and we do not have the required infrastructure of meeting the higher demands of
being a U.S. public company. This material weakness also relates to a lack of
personnel with expertise in preparing financial statements in accordance with
U.S. GAAP, in addition to the small size of the staff.





2.  Lack of Internal Audit
Function – We lack sufficient resources to perform the internal audit
function.





In order
to mitigate these material weaknesses to the fullest extent possible, all work
of the CFO is reviewed by the CEO. All unexpected results are investigated. At
any time, if it appears that any control can be implemented to continue to
mitigate such weaknesses, it will be immediately implemented. The Company
is in the process of complying with SOX 404 during 2009 and will be implementing
additional internal controls over accounting and financial
reporting.





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 our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management’s report in this Annual Report on Form 10-K/A.


19


Changes in Internal Control
Over Financial Reporting





No change
in the Company’s internal control over financial reporting occurred during the
quarter ended December 31, 2009, that materially affected, or is reasonably
likely to materially affect, the Company s internal control over financial
reporting.




Item 9B.
Other Information





None.





PART
III




Item 10.
Directors, Executive Officers, Promoters, Control Persons and Corporate
Governance; Compliance with Section 16(a) of the Exchange Act





Directors
and Officers





The board
of directors elects our executive officers annually.  A majority vote
of the directors who are in office is required to fill
vacancies.  Each director shall be elected for the term of one year,
and until his successor is elected and qualified, or until his earlier
resignation or removal. Our director and executive officer is as
follows:





Name
            
            Age
            
            PositionJianfeng
      Ding
            
            52
            
            Chairman
      of the Board, President, and CEOYaru
      Huang
            
            41
            
            Chief
      Financial Officer and Chief Accounting OfficerXiaoyong
      Fu
            
            47
            
            DirectorYing
      Zhong
            
            37
            
            Chief
      Representative, Director





Ding,
Jianfeng.Jianfeng Ding joined us in December 19, 2006
Chairman of Board of Directors, Chief Executive Officer.  From
September 1998 to December 2006, he was President of Flurida Industries (Hong
Kong) Co., Ltd., a Hong Kong corporation doing business of distribution of
appliance parts.  In 1981, he graduated from Hang Zhou Electronic
Technical University majoring in mechanical engineering.  From
1985-1989, he studied at Xi’an Electronic Science University on Application of
Computer Science.





Huang, Yaru.  Yaru
Huang joined us in December 19, 2006 as Chief Financial Officer and Chief
Accounting Officer.  From September 1998 to December 2006, she was
vice-president of Flurida Industries (Hong Kong) Co., Ltd., a Hong Kong
corporation doing business of distribution of appliance parts.  In
June 2002, she received a Master of Business Administration Degree at Keller
Graduate School of Management, from DeVry University.  In September
1990, she received a degree of Bachelor of Science from Lnzhou Enginerring
Institute of Survey and Design, Railway Ministry in Lanzhou.  In
September 1989, she graduated from Lanzhou Engineering Institute of Survey and
Design Academy of Chinese Railway Ministry.




Xiaoyong Fu.  He has
been a director since our inception in December 2006.  From 04/1997 to
06/2004, he was Senior Design Engineer, Maytag Corporation, Appliance
Manufacturer.  From 07/2004 to 10/2005, he was Manager of Technology,
Jacuzzi Whirlpool Bath, Bath Products.  From 11/2005 to 09/2007, he
was Senior Design Engineer, Electrolux Major Appliance, Appliance
Manufacturer.  From 09/2007 to date, he has been Senior Engineer, GE –
Energy, Gas Turbines.  In 07/1984, he received a Bachelor of
Mechanical Engineering, Tsinghua University.  In 10/1987, he received
a Master of Nuclear Engineering, China Institute of Atomic.  In
05/1997, he received a Ph.D. of Mechanical Engineering, Purdue
University.





Ying Zhongjoined us in
Oct/2007.  From Jan/2004 to Sep/2007, she was Vice President, New
Business Development of Flurida Industries (Hong Kong) Ltd., which manufactures
and distributes household appliance components.  From Feb/2003 to
Dec/2003, she was Manager, Chicago Office of Flurida Industries (Hong Kong)
Ltd., which manufactures and distributes household appliance components. From
Sep/1995 to Aug/2001, she was Operational Assistant Manager of Young’s
Engineering Shanghai Office, which provides Mechanical and Electrical
Engineering service to construction industry.  In Sep/2001, she
received a Master Degree of Business Administration from University of Illinois
at Chicago.  In July/1993, she received a Bachelor Degree of Law from
Hua Qiao University.





Family
Relationships





Jianfeng
Ding and Yaru Huang are husband and wife.


20


Legal
Proceedings





No
officer, director, promoter or significant employee has been involved in the
last five years in any of the following:





 ̈
            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 the
      bankruptcy or within two years prior to that
  time;





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





 ̈
            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;
      and





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





Code of
Ethics





We do not
currently have a Code of Ethics applicable to our principal executive, financial
or accounting officer.





Compliance with Section
16(a) of the Exchange Act




Compliance
is not required.




Item 11. Executive
Compensation





Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to our
Principal Executive Officer, our two most highly compensated executive officers
other than our PEO who occupied such position at the end of our latest fiscal
year and up to two additional executive officers who would have been included in
the table below except for the fact that they were not executive officers at the
end of our latest fiscal year, by us, or by any third party where the purpose of
a transaction was to furnish compensation, for all services rendered in all
capacities to us or our subsidiary for the latest two fiscal years ended
December 31, 2009, and December 31, 2008.





Name
                                        
                                        Title
                                        
                                        Year
                                        
                                        Salary
                                        
                                        
                                        Bonus
                                        
                                        
                                        Stock
                                          awards
                                        
                                        
                                        Option
                                          awards
                                        
                                        
                                        Non
      equity
                                          incentive
      plan
                                          compensation
                                        
                                        
                                        Non
                                          qualified
                                          deferred
                                          compensation
                                        
                                        
                                        All
      other
                                          compensation
                                        
                                        
                                        TotalJianfeng
      Ding
                                        
                                        Chairman
      CEO
                                        
                                        2008
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        02009
                                        
                                        
                                        150,000
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0Yaru
      Huang
                                        
                                        CFO
                                        
                                        2008
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        02009
                                        
                                        
                                        60,000
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        0Ying
      Zhong
                                        
                                        Director
                                        
                                        2008
                                          2009
                                        
                                        
                                        0
                                          40,000


21


Compensation
Agreements





We have
the following oral compensation agreements:





Mr.
Jianfeng Ding, Chairman, CEO, and President:





Main
responsibilities of the position are as follows:





1.
            Board
      Administration and Support — Supports operations and administration of
      Board by advising and informing Board members, interfacing between Board
      and staff, and supporting Board's evaluation of chief
      executive.





2.
            Program,
      Product and Service Delivery — Oversees design, marketing, promotion,
      delivery and quality of programs, products and
  services





3.
            Financial,
      Tax, Risk and Facilities Management — Recommends investment activities,
      issue quarterly and annual reports for Board approval and prudently
      manages organization's resources within those guidelines according to
      current laws and regulations





4.
            Human
      Resource Management — Effectively manages the human resources of the
      organization according to authorized personnel policies and procedures
      that fully conform to current laws and
  regulations





5.
            Community
      and Public Relations — Assures the organization and its mission, programs,
      products and services are consistently presented in strong, positive image
      to relevant shareholders.





6.
            Raising
      capitals – Oversees capital raising planning and implementation, including
      identifying resource requirements, establishing strategies to approach
      investors, submitting proposals and administrating capital raise records
      and documentation.





Employment
period is three years from December 2006 to December 2009.  Annual
salary will be $150,000 starting to pay at January, 2009.  The
salaries accrued from December 2006 and December 2008 will be waived by Jianfeng
Ding.  Accordingly, there is no salary payment for Jianfeng Ding in
2006, 2007, and 2008, respectively.


22


Ms. Yaru Huang,
CFO





Main
responsibilities of the position are as follows:





1.              Oversee
the corporate finance in accordance with the General Accepted Accounting
Principles of the United States, General Principles of Corporate Finance, and
Financial Management System developed by the company.





2.              Implement
the directives of the CEO and the Board of Directors in the following financial
areas: allocation of all the corporate capital and management of the company’s
capital or other investments.





3.              Develop
corporate financial plan, control auditing analysis, raise capitals legally,
make use of the corporate assets effectively, and make every efforts to increase
the corporate economic benefits.





4.              Supervise
and manage the finances of the subsidiaries of the company. Employment period is
three years from December 2006 to December 2009. Annual salary will be $60,000
starting to pay at January, 2009.





The
salaries accrued from December 2006 to December 2008 will be waived by Yaru
Huang. Accordingly, there is no salary payment for Yaru Huang in 2006, 2007, and
2008, respectively.





Employment
period is three years from December 2006 to December 2009.  Annual
salary will be $60,000 starting to pay at January, 2009.





Ying
Zhong, Chief Representative of Flurida Group Qingdao Office





Main
responsibilities of the position are as follows:





Makes all
day-to-day administrative decisions regarding human resource, financing,
marketing, manufacturing, and customer services in the Flurida Quingdao
office.  Regularly report to the CEO about these
decisions.





She does
not provide any input to the CEO concerning any other management or supervision
issues with respect to any other operations of the company.





Employment
period is three years from October 2007 to October 2010.  Annual
salary will be $60,000 starting to pay at April, 2009.  The salaries
accrued from October 2007 to December 2008 will be waived by Ying
Zhong.  Accordingly, there is no salary payment for Ying Zhong in
2007, and 2008, respectively.





Gian
Franco Barbieri, General Manager of Flurida Europe.





Main
responsibilities of the position are as follows:





1.
            In
      charge of general management of Europe Flurida
  SRS.


23





2.
            Report
      to CEO about decisions regarding human resource, financing, marketing,
      manufacturing, and customer services.  Take charge of the
      allocation of all the resources in Europe
  Flurida.





Employment
period is three years from January 2008 to December 2010. The annual salaries of
$20,000 for the above employees will be paid starting on January 1,
2010.




Compensation Committee
Interlocks and Insider Participation





We have
no compensation committee (or other board committee performing equivalent
functions).   The board of directors will make decisions for the
compensation of executive officers.  Currently, there are four
directors: Jianfeng Ding, Yaru Huang, Ying Zhong are also executive officers and
shareholders with more than 5% of issued common stocks; Director Xiayong Fu is
an outside director without participating the Company’s daily management
function.  Xiaoyong Fu is not compensated for serving as
director.  During the last completed fiscal year, there are no other
individuals participated in deliberations of the registrant’s board of directors
concerning executive officer compensation.




Outstanding
Equity Awards At Fiscal Year-End





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END December 31, 2009





Name
                                
                                Number of
                                  Securities
                                  Underlying
                                  Unexercised
                                  Options
                                  (#)
                                  Exercisable
                                
                                
                                Number of
                                  Securities
                                  Underlying
                                  Unexercised
                                  Options
                                  (#)
                                  Unexercisable
                                
                                
                                Equity
                                  Incentive
                                  Plan
                                  Awards:
                                  Number of
                                  Securities
                                  Underlying
                                  Unexercised
                                  Unearned
                                  Options (#)
                                
                                
                                Option
                                  Exercise
                                  Price
                                  ($)
                                
                                
                                Option
                                  Expiration
                                  Date
                                
                                
                                Number of
                                  Shares or
                                  Units of
                                  Stock That
                                  Have Not
                                  Vested
                                  (#)
                                
                                
                                Market
                                  Value of
                                  Shares or
                                  Units of
                                  Stock That
                                  Have Not
                                  Vested
                                  ($)
                                
                                
                                Equity
                                  Incentive
                                  Plan
                                  Awards:
                                  Number
                                  Of
                                  Unearned
                                  Shares,
                                  Units or
                                  Other
                                  Rights That
                                  Have Not
                                  Vested
                                  (#)
                                
                                
                                Equity
                                  Incentive
                                  Plan
                                  Awards:
                                  Market or
                                  Payout
                                  Value of
                                  Unearned
                                  Shares,
                                  Units or
                                  Other
                                  Rights
                                  That Have
                                  Not
                                  Vested
                                  ($)Jianfeng Ding
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                0
                                0
                                
                                
                                
                                0Yaru
      Huang
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                0
                                0
                                
                                
                                
                                0Ying
      Zhong
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                0
                                0
                                
                                
                                
                                0


24


No option
awards, unexercised options, unvested stock awards or equity incentive plan
awards were granted to our named executive officers during fiscal year ended at
December 31, 2009.





Director
Compensation





The
following table summarizes the compensation paid to Flurida Group’ directors for
the fiscal year ended December 31, 2009:




Name
                  
                  Fees
                    Earned
                    or
                    Paid in
                    Cash
                  
                  
                  Stock
                    Awards
                    ($)
                  
                  
                  Option
                    Awards
                    ($)
                  
                  
                  Non-Equity
                    Incentive Plan
                    Compensation
                    ($)
                  
                  
                  All Other
                    Compensation
                    ($)
                  
                  
                  Total
                    ($)JianfengDing
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Yaru
      Huang
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Xiaoyong
      Fu
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Ying
      Zhong
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0





No
director was paid in any form of compensation as of December 31,
2009.





Section 16(a) Beneficial
Ownership Reporting Compliance





Our
officers, directors and 10% shareholders are not subject to the reporting
requirements of Section 16 (a).





Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters





The
following tables set forth the ownership, as of the date of this prospectus, of
our common stock by each person known by us to be the beneficial owner of more
than 5% of our outstanding common stock, our directors, and our executive
officers and directors as a group.  To the best of our knowledge, the
persons named have sole voting and investment power with respect to such shares,
except as otherwise noted.  There are not any pending or anticipated
arrangements that may cause a change in control.





The
information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner of
the same securities. The percentage of beneficial ownership by any person as of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable community property laws, we believe that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown.  The business
address of the shareholders is 800 West Fifth Avenue, Suite 210B, Naperville, IL
60563.


25




Name
                              
                              Number of
                                Shares of
                                Common stock
                              
                              
                              PercentageJianfeng
      Ding [1]
                              
                              
                              13,498,880
                              
                              
                              
                              34.62
                              %Yaru
      Huang [1]
                              
                              
                              13,498,880
                              
                              
                              
                              34.62
                              %Ying
      Zhong
                              
                              
                              2,000,000
                              
                              
                              
                              5.13
                              %Xiaoyong
      Fu
                              
                              
                              750,000
                              
                              
                              
                              1.92
                              %All
      executive officers and directors as a group [4 persons]
                              
                              
                              32,129,760
                              
                              
                              
                              77.26
                              %





[1] Owned
13,498,880 shares in the name of Jianfeng Ding and 13,498,880 shares in the name
of Yaru Huang, husband and wife.





This
table is based upon information derived from our stock records. Unless otherwise
indicated in the footnotes to this table and subject to community property laws
where applicable, each of the shareholders named in this table has sole or
shared voting and investment power with respect to the shares indicated as
beneficially owned. Except as set forth above, applicable percentages are based
upon 38,990,827 shares of common stock outstanding as of March 22,
2010.





Securities authorized for
issuance under equity compensation plans





5,000,000
shares of Common Stock


26


Item
13. Certain Relationships and Related Transactions, and Director
Independence.





On August
20, 2007, two founders of the Company, Jianfeng Ding and Yaru Huang purchased
25,997,760 shares at $0.001 per share.  The proceeds of $25,997.76
were received from Jianfeng Ding and Yaru Huang.





On
October 29, 2007, Director of the company, Xiaoyong Fu, advanced the amount of $
50,000 for an option of converting the loan to 500,000 shares at $ 0.10 per
share, and on December 31, 2007, he loaned additional $ 25,000 for an option of
converting the loan to 250,000 shares at $ 0.1 per share. On December 4, 2007,
Chief Representative, Ying Zhong advanced $ 200,000 for an option to purchase
2,000,000 shares at $ 0.1 per share. Moreover, on December 21, 2007, Jianfeng
Ding and Yaru Huang advanced $ 300,000 to purchase additional 3,000,000 shares
at $ 0.1 per share.  All the above loan amount of $ 575,000 was
converted to 5,750,000 common shares on April 15, 2008.





The
products we sell are manufactured in China by Zhong Nan Fu Rui Mechanical
Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”).  It was
established in 2005 specializing in home appliance components and subassemblies
manufacturing, and located in Qingdao City, Shandong Province,
China.  On September 18, 2007, amended June 25, 2008 and further
amended on August 4, 2008, Flurida Group, Inc. signed a five year distribution
agreement with Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co.,
Ltd.  Zhong Nan Fu Rui is a Chinese manufacturing company owned 100%
by Mr. Jianfeng Ding, our president.  Zhong Nan Fu Rui is the
exclusive supplier of the products we sell. Under the terms of the agreement
Zhong Nan Fu Rui authorizes Flurida to be its exclusive sales agent for the ice
making product lines, including icemaker and ice water dispensing systems all
over the world. The ice making product lines shall include the products that
Zhong Nan Fu Rui developed before the agreement signed and the products that
will be developed solely by Zhong Nan Fu Rui during the term of the
agreement. Although the distribution agreement requires that the purchase
price we will pay for these products will be comparable to what we would have
paid a non-related party in arm’s-length transactions, Mr. Ding may face a
conflict in calculating the price the products are sold to us and the
determining amount of products we purchase.  However, because Mr. Ding
has a fiduciary duty to us and our shareholders, he has indicated that he will
assure strict adherence to this provision of the agreement and will not require
us to purchase a quantity of products in excess of that which we can reasonably
afford or reasonably expect to sell in within two to three months of our
purchase of the products.


27


In fiscal
year 2006, we sold no products to and purchased no products from Zhong Nan Fu
Rui.  In fiscal year 2007, we sold no products to and purchased no
products from Zhong Nan Fu Rui.  To date in fiscal year 2008, we sold
$34,670.43 in products to and purchased $747,260.64 in products from Zhong Nan
Fu Rui.  The products that we sold were icemaker parts made in the
United States, such as thermostats, switches, motors, and coating materials. The
products that we purchased were icemakers, fan motors, crush motors, and
solenoids for ice water system.





During
the six months ended June 30, 2008, the executive and non-executive officers and
directors have advanced the Company for the amount of $ 609,200 (Table
II).  All the loans are converted to common shares for total common
shares of 6,092,000 on April 15, 2008.





Name
                      
                      Title
                      
                      Loans
                        Amount
                        (12/31/2007)
                      
                      
                      Loans
                        Convert
      to
                        Common
                        Share
                        (4/15/2008)
                      
                      
                      %
      of
                        Common
                        ShareJianfeng
      Ding
                      
                      CEO
                      
                      $
                      300,000.00
                      
                      
                      $
                      300,000.00
                      
                      
                      
                      74.37
                      %Yaru
      Huang
                      
                      CFOYing
      Zhong
                      
                      Chief
      Representative, China Office
                      
                      $
                      200,000.00
                      
                      
                      $
                      200,000.00
                      
                      
                      
                      5.13
                      %Fenglan  Li
                      
                      Financial
      Manager
                      
                      $
                      15,000.00
                      
                      
                      $
                      15,000.00
                      
                      
                      
                      0.42
                      %Fuling  Li
                      
                      Operation
      Manager
                      
                      $
                      10,000.00
                      
                      
                      $
                      10,000.00
                      
                      
                      
                      0.29
                      %Xiaoyong
      Fu
                      
                      Board
      Member
                      
                      $
                      75,000.00
                      
                      
                      $
                      75,000.00
                      
                      
                      
                      1.92
                      %Gian
      Franco Barbieri
                      
                      Manager
      Director, Flurida Europe Company
                      
                      $
                      9,200.00
                      
                      
                      $
                      9,200.00
                      
                      
                      
                      0.26
                      %Total
                      
                      
                      
                      $
                      609,200.00
                      
                      
                      $
                      609,200.00
                      
                      
                      
                      82.39
                      %





Therefore,
among the total loan amount of $1,164,906.70 converted to common shares at price
of $0.10 per share on April 15, 2008, for the total shares of 11,649,067 shares,
the total of $609,200 or 6,092,000 shares are from executive and non-executive
officers, directors, or shareholders of more than 5% of common
shares.





We rent
the following property from Mr. Ding:  Flurida Group Qingdao
Office.  The rent is approximately $250 per month.  We
believe the rent paid for this space was comparable to what we would have paid a
non-related party in arm’s-length transactions.





Except as
set forth above, we have not entered into any material transactions with any
director, executive officer, and promoter, beneficial owner of five percent or
more of our common stock, or family members of such persons.





Director
Independence





Our board
of directors has determined that we do not have a board member that qualifies as
“independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under
the Securities Exchange Act of 1934, as amended, and as defined by Rule
4200(a)(15) of the NASDAQ Marketplace Rules.


28


Item 14. Principal
Accountant Fees and Services





Enterprise
CPA was our independent auditors for the fiscal years ended December 31, 2009
and 2008.





The
following table shows the fees paid or accrued by us for the audit and other
services provided by our auditor for fiscal 2008 and 2009.




2008
                    
                    
                    2009Audit
      Fees
                    
                    $
                    24,000
                    
                    
                    
                    25,000Audit-Related
      FeesTax
      FeesAll
      Other FeesTotal
                    
                    $
                    24,000
                    
                    
                    
                    25,000





As
defined by the SEC, (i) “audit fees” are fees for professional services rendered
by our principal accountant for the audit of our annual financial statements and
review of financial statements included in our Form 10-Q, or for services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years; (ii) “audit-related
fees” are fees for assurance and related services by our principal accountant
that are reasonably related to the performance of the audit or review of our
financial statements and are not reported under “audit fees;” (iii) “tax fees”
are fees for professional services rendered by our principal accountant for tax
compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for
products and services provided by our principal accountant, other than the
services reported under “audit fees,” “audit-related fees,” and “tax
fees.”





Under
applicable SEC rules, the Audit Committee is required to pre-approve the audit
and non-audit services performed by the independent auditors in order to ensure
that they do not impair the auditors’ independence. The SEC’s rules specify the
types of non-audit services that an independent auditor may not provide to its
audit client and establish the Audit Committee’s responsibility for
administration of the engagement of the independent auditors. Until such time as
we have an Audit Committee in place, the Board of Directors will pre-approve the
audit and non-audit services performed by the independent auditors.





Consistent
with the SEC’s rules, the Audit Committee Charter requires that the Audit
Committee review and pre-approve all audit services and permitted non-audit
services provided by the independent auditors to us or any of our subsidiaries.
The Audit Committee may delegate pre-approval authority to a member of the Audit
Committee and if it does, the decisions of that member must be presented to the
full Audit Committee at its next scheduled meeting.




Item 15. Exhibits




Exhibit
              No.
            Document
      Description31.1
            CERTIFICATION
      of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002.31.2
            CERTIFICATION
      of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002.32.1
            CERTIFICATION
      of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
      906 OF THE SARBANES-OXLEYACT OF 200232.2
            CERTIFICATION
      of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
      906 OF THE SARBANES-OXLEYACT OF
2002


29


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Flurida
Group, Inc., a Nevada corporation





Title
                    
                    Name
                    
                    Date
                    
                    SignaturePrincipal
      Executive Officer
                    
                    Jianfeng
      Ding
                    
                    12/02/2010
                    
                    /s/
      Jianfeng
Ding





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:





SIGNATURE
            
            NAME
            
            TITLE
            
            DATE/s/
      Jianfeng Ding
            
            Jianfeng
      Ding
            
            Principal
      Executive Officer and Director
            
            12/02/2010/s/
      Yaru Hang
            
            Yaru
      Hang
            
            Principal
      Financial Officer and Principal Accounting Officer
            
            12/02/2010/s/
      Xiaoyong Fu
            
            Xiaoyong
      Fu
            
            Director
            
            12/02/2010/s/
      Ying Zhong
            
            Ying
      Zhong
            
            Director
            
            12/02/2010


30