SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q


x
            Quarterly
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934
              
              For
      the quarterly period ended September 30,
  2009.




or





o
            Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934

                
                For
      the transition period from
                  
      to
                  .




Commission
File Number 000-52650


LIHUA
INTERNATIONAL, INC.


(Exact
name of registrant as specified in its charter)





Delaware
              (State
      or Other Jurisdiction of Incorporation or Organization)
            14-1961536
              (I.R.S.
      Employer Identification No.)




Houxiang
Five Star Industry District


Danyang
City, Jiangsu Province, PR China 212312


(Address
of Principal Executive Offices including zip code)




+86
51 86317399


(Registrant’s
Telephone Number, Including Area Code)




Indicate
by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act 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   x
    No   o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every, Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
    Yes   o   No  
o




Indicate
by check mark if the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company


Large
      Accelerated Filer   o
            Accelerated
      Filer   oNon-Accelerated
      Filer   o (Do not check if
      a smaller reporting company)
            Smaller
      reporting company  x




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


Yes
  o
    No   x


There
were 24,118,183 shares of the Registrant’s Common Stock issued and outstanding
on November 9, 2009.




Lihua
International, Inc.




Index
to Form 10-Q


PagePart I.
            Financial
      InformationItem
      1. Unaudited Condensed Financial Statements
            1Condensed
      Consolidated Balance Sheets as of September 30, 2009 (Unaudited) and
      December 31, 2008 (Audited)
            1Condensed
      Consolidated Statements of Operations and Comprehensive Income (Unaudited)
      for the three months and nine months ended September 30, 2009 and
      2008
            2Condensed
      Consolidated Statement of Stockholders’ Equity (Unaudited) for the nine
      months ended September 30, 2009
            3Condensed
      Consolidated Statements of Cash Flows (Unaudited) for the nine months
      ended September 30, 2009 and 2008
            4Notes
      to Unaudited Condensed Consolidated Financial Statements
            5Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
            27Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
            38Item
      4T. Controls and Procedures
            38Part II.
            Other
      InformationItem
      1. Legal Proceedings
            38Item
      1A. Risk Factors
            39Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            39Item
      3. Defaults Upon Senior Securities
            39Item
      4. Submission of Matters to a Vote of Security Holders
            39Item
      5. Other Information
            39Item
      6. Exhibits
            39SIGNATURES
            
            40





i




PART
I — FINANCIAL INFORMATION


Item
1.  UNAUDITED CONDENSED FINANCIAL STATEMENTS


LIHUA
INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS


(AMOUNTS
EXPRESSED IN US DOLLAR)





September
      30,
            
            December
      31,2009
            
            2008(Unaudited)
            
            
            (Audited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
            
            $
            38,517,098
            
            
            $
            26,041,849Restricted
      cash
            
            
            700,000
            
            
            
            1,750,000Notes
      receivable, net
            
            
            -
            
            
            
            321,892Accounts
      receivable, net
            
            
            7,183,128
            
            
            
            5,042,739Other
      receivables and current assets
            
            
            745,762
            
            
            
            -Prepaid
      land use right – current portion
            
            
            172,495
            
            
            
            172,353Inventories
            
            
            12,681,327
            
            
            
            586,938Due
      from related company
            
            
            2,929
            
            
            
            -Total
      current assets
            
            
            60,002,739
            
            
            
            33,915,771OTHER
      ASSETSBuildings,
      machinery and equipment, net
            
            
            15,350,862
            
            
            
            7,440,943Construction
      in progress
            
            
            1,499,926
            
            
            
            6,017,941Deposits
      for buildings, machinery and equipment
            
            
            605,255
            
            
            
            1,077,892Prepaid
      land use right-long term portion
            
            
            8,210,195
            
            
            
            8,332,732Intangible
      assets
            
            
            3,163
            
            
            
            4,214Deferred
      income tax assets
            
            
            -
            
            
            
            23,395Total
      non-current assets
            
            
            25,669,401
            
            
            
            22,897,117Total
      assets
            
            $
            85,672,140
            
            
            $
            56,812,888LIABILITIES AND
      SHAREHOLDERS' EQUITYCURRENT
      LIABILITIESShort
      term bank loans
            
            $
            4,393,030
            
            
            $
            6,145,202Accounts
      payable
            
            
            5,245,041
            
            
            
            1,643,544Other
      payables and accruals
            
            
            777,921
            
            
            
            830,744Income
      taxes payable
            
            
            1,425,922
            
            
            
            401,436Total
      current liabilities
            
            
            11,841,914
            
            
            
            9,020,926OTHER
      LIABILITIESCommon
      stock purchase warrants
            
            
            10,682,505
            
            
            
            -Total
      liabilities
            
            
            22,524,419
            
            
            
            9,020,926COMMITMENT
      AND CONTINGENCIES (Note 22)Series
      A redeemable convertible preferred stock: $0.0001 par
    value:10,000,000
      shares authorized (liquidation preference of $2.2 per share), none and
      6,818,182 shares issued and outstanding
            
            
            -
            
            
            
            13,116,628SHAREHOLDERS'
      EQUITYSeries
      A convertible preferred stock: $0.0001 par value (liquidation preference
      of $2.2 per share), 10,000,000 shares authorized, none issued and
      outstanding
            
            
            -
            
            
            
            -Common
      stock, $0.0001 par value: 75,000,000 shares authorized,24,118,183
      and 15,000,000 shares issued and outstanding
            
            
            2,412
            
            
            
            1,500Additional
      paid-in capital
            
            
            28,578,685
            
            
            
            7,976,976Statutory
      reserves
            
            
            2,603,444
            
            
            
            2,603,444Retained
      earnings
            
            
            29,354,586
            
            
            
            21,521,937Accumulated
      other comprehensive income
            
            
            2,608,594
            
            
            
            2,571,477Total
      shareholders' equity
            
            
            63,147,721
            
            
            
            34,675,334Total
      liabilities and shareholders' equity
            
            $
            85,672,140
            
            
            $
            56,812,888




See
accompanying notes to these condensed consolidated financial
statements




1




LIHUA
INTERNATIONAL, INC. AND SUBSIDIARIES


UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


AND
COMPREHENSIVE INCOME


(AMOUNTS
EXPRESSED IN US DOLLAR)




For
      the Three Months
            
            
            For
      the Nine MonthsEnded
      September 30,
            
            
            Ended
      September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Revenue
            
            $
            40,913,348
            
            
            $
            14,310,692
            
            
            $
            110,279,536
            
            
            $
            39,037,047Cost
      of goods sold
            
            
            (31,155,238
            )
            
            
            (9,130,373
            )
            
            
            (84,926,800
            )
            
            
            (26,148,814
            )Gross
      profit
            
            
            9,758,110
            
            
            
            5,180,319
            
            
            
            25,352,736
            
            
            
            12,888,233Selling
      expenses
            
            
            (451,689
            )
            
            
            (312,523
            )
            
            
            (1,242,142
            )
            
            
            (566,130
            )General
      and administrative expenses
            
            
            (1,184,877
            )
            
            
            (327,730
            )
            
            
            (2,820,335
            )
            
            
            (817,974
            )Income
      from operations
            
            
            8,121,544
            
            
            
            4,540,066
            
            
            
            21,290,259
            
            
            
            11,504,129Other
      income (expenses):Interest
      income
            
            
            66,395
            
            
            
            18,087
            
            
            
            137,809
            
            
            
            28,038Interest
      expenses
            
            
            (62,796
            )
            
            
            (171,880
            )
            
            
            (281,605
            )
            
            
            (352,747
            )Exchange
      expenses
            
            
            (436
            )
            
            
            -
            
            
            
            (545
            )
            
            
            -Change
      in fair value of warrants
            
            
            (8,035,650
            )
            
            
            -
            
            
            
            (8,375,817
            )
            
            
            -Other
            
            
            —
            
            
            
            -
            
            
            
            500,753
            
            
            
            (5,683
            )Total
      other expenses
            
            
            (8,032,487
            )
            
            
            (153,793
            )
            
            
            (8,019,405
            )
            
            
            (330,392
            )Income
      before income tax
            
            
            89,057
            
            
            
            4,386,273
            
            
            
            13,270,854
            
            
            
            11,173,737Provision
      for income tax
            
            
            (1,425,505
            )
            
            
            (546,985
            )
            
            
            (3,761,427
            )
            
            
            (1,411,131
            )Net
      income (loss)
            
            
            (1,336,448
            )
            
            
            3,839,288
            
            
            
            9,509,427
            
            
            
            9,762,606Other
      comprehensive income:Foreign
      currency translation adjustment
            
            
            17,296
            
            
            
            313,136
            
            
            
            37,117
            
            
            
            1,805,581Total
      comprehensive income (loss)
            
            $
            (1,319,152
            )
            
            $
            4,152,424
            
            
            $
            9,546,544
            
            
            $
            11,568,187Earnings
      (loss) per shareBasic
            
            $
            (0.08
            )
            
            $
            0.27
            
            
            $
            0.61
            
            
            $
            0.70Diluted
            
            $
            (0.08
            )
            
            $
            0.27
            
            
            $
            0.57
            
            
            $
            0.70Weighted
      average number of shares outstandingBasic
            
            
            17,081,324
            
            
            
            14,025,000
            
            
            
            15,701,399
            
            
            
            14,025,000Diluted
            
            
            17,081,324
            
            
            
            14,025,000
            
            
            
            16,811,976
            
            
            
            14,025,000




See
accompanying notes to these condensed consolidated financial
statements.




2




LIHUA
INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


(AMOUNTS
EXPRESSED IN US DOLLAR)




AccumulatedCommon
      Stock
            
            
            Additional
            
            
            
            
            
            
            
            
            otherNumber
            
            
            
            
            
            paid-in
            
            
            Statutory
            
            
            Retained
            
            
            comprehensiveof
      shares
            
            
            Amount
            
            
            capital
            
            
            reserves
            
            
            earnings
            
            
            income
            
            
            TotalAt
      December 31, 2008, as previously reported (Audited)
            
            
            15,000,000
            
            
            $
            1,500
            
            
            $
            7,976,976
            
            
            $
            2,603,444
            
            
            $
            21,521,937
            
            
            $
            2,571,477
            
            
            $
            34,675,334Cumulative
      effect of reclassification of common stock purchase
    warrants
            
            
            -
            
            
            
            -
            
            
            
            (629,910
            )
            
            
            -
            
            
            
            (1,676,778
            )
            
            
            -
            
            
            
            (2,306,688
            )At
      January 1, 2009, as adjusted (Unaudited)
            
            
            15,000,000
            
            
            
            1,500
            
            
            
            7,347,066
            
            
            
            2,603,444
            
            
            
            19,845,159
            
            
            
            2,571,477
            
            
            
            32,368,646Net
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            9,509,427
            
            
            
            -
            
            
            
            9,509,427Foreign
      currency translation adjustment
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            37,117
            
            
            
            37,117Comprehensive
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            9,546,544Issue
      of common Stock in public offering
            
            
            2,300,000
            
            
            
            230
            
            
            
            7,863,770
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            7,864,000Conversion
      of redeemable convertible preferred stock to common stock
            
            
            6,818,183
            
            
            
            682
            
            
            
            13,115,946
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            13,116,628Share-based
      payments to employees and directors
            
            
            -
            
            
            
            -
            
            
            
            251,903
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            251,903At
      September 30, 2009 (Unaudited)
            
            
            24,118,183
            
            
            $
            2,412
            
            
            $
            28,578,685
            
            
            $
            2,603,444
            
            
            $
            29,354,586
            
            
            $
            2,608,594
            
            
            $
            63,147,721




See
accompanying notes to these condensed consolidated financial
statements.




3




LIHUA
INTERNATIONAL, INC. AND SUBSIDIARIES


UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(AMOUNTS
EXPRESSED IN US DOLLAR)




Nine
      months ended September 30,2009
            
            
            2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income
            
            $
            9,509,427
            
            
            $
            9,762,606Adjustments
      to reconcile net income to cash provided by operating
      activities:Depreciation
      and amortization
            
            
            972,370
            
            
            
            569,058Share-based
      compensation expense
            
            
            251,903
            
            
            
            -Change
      in fair value of warrants
            
            
            8,375,817
            
            
            
            -(Increase)
      decrease in assets:Accounts
      receivable
            
            
            (2,135,285
            )
            
            
            1,403,026Notes
      receivables
            
            
            322,009
            
            
            
            269,206Other
      receivables and current assets
            
            
            (745,424
            )
            
            
            (4,112
            )Inventories
            
            
            (12,088,420
            )
            
            
            (631,681
            )Deferred
      income tax assets
            
            
            23,403
            
            
            
            -Increase
      (decrease) in liabilities:Accounts
      payable
            
            
            3,598,516
            
            
            
            1,237,108Other
      payables and accruals
            
            
            (53,452
            )
            
            
            184,523Income
      taxes payable
            
            
            1,023,692
            
            
            
            117,483Net
      cash provided by operating activities
            
            
            9,054,556
            
            
            
            12,907,217CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of buildings, machinery and equipment
            
            
            (3,748,024
            )
            
            
            (2,755,327
            )Prepayment
      for land use right
            
            
            -
            
            
            
            (3,575,464
            )Net
      cash used in investing activities
            
            
            (3,748,024
            )
            
            
            (6,330,791
            )CASH
      FLOWS FROM FINANCING ACTIVITIESNew
      short-term bank loans
            
            
            1,464,343
            
            
            
            6,435,835Proceeds
      from related parties
            
            
            -
            
            
            
            4,140,737Repayment
      to related parties
            
            
            (2,407
            )
            
            
            (2,550,661
            )Release
      of restricted cash related to Private Placement
            
            
            1,050,000
            
            
            
            -Proceeds
      from public offering of common stock, net of expenses of
      $1,336,000
            
            
            7,864,000
            
            
            
            -Repayments
      of short-term bank loans
            
            
            (3,221,555
            )
            
            
            (3,575,464
            )Net
      cash provided by financing activities
            
            
            7,154,381
            
            
            
            4,450,447Foreign
      currency translation adjustment
            
            
            14,336
            
            
            
            1,439,317INCREASE
      IN CASH AND CASH EQUIVALENTS
            
            
            12,475,249
            
            
            
            12,466,190CASH
      AND CASH EQUIVALENTS, at the beginning of the period
            
            
            26,041,849
            
            
            
            3,213,649CASH
      AND CASH EQUIVALENTS, at the end of the period
            
            $
            38,517,098
            
            
            $
            15,679,839SUPPLEMENTAL
      DISCLOSURE INFORMATIONInterest
      paid
            
            $
            281,605
            
            
            $
            352,747Income
      taxes paid
            
            $
            2,714,332
            
            
            $
            1,293,648MAJOR
      NON-CASH TRANSACTION:Share-based
      payment to employee and directors
            
            $
            251,903
            
            
            $
            -




See
accompanying notes to these condensed consolidated financial
statements.




4




NOTE
1 − DESCRIPTION OF BUSINESS AND ORGANIZATION




Lihua
International, Inc. (“the Company”) was
incorporated in the State of Delaware on January 24, 2006 under the name
Plastron Acquisition Corp. On September 22, 2008, the Company changed its name
from Plastron Acquisition Corp. to Lihua International, Inc. The Company
conducts its business through two operating subsidiaries located in the People’s
Republic of China, Danyang Lihua Electron Co., Ltd. and Jiangsu Lihua Copper
Industry Co., Ltd.




On
September 4, 2009, the Company’s common stock began trading on the NASDAQ
Capital Market under the symbol LIWA.




As of
September 30, 2009, details of the subsidiaries of the Company are as
follows:




Subsidiaries’
      names
            
            Domicile
      and date of incorporation
            
            Paid-up
      capital
            
            Effective
      ownership
            
            Principal
      activitiesAlly
      Profit Investments Limited (“Ally
      Profit”)
            
            British
      Virgin Islands March 12, 2008
            
            $100
            
            100%
            
            Holding
      company of other subsidiariesLihua
      Holdings Limited (“Lihua
      Holdings”)
            
            Hong
      Kong
              April 17, 2008
            
            HK$100
            
            100%
            
            Holding company of other
      subsidiariesDanyang
      Lihua Electron Co., Ltd. (“Lihua
      Electron”)
            
            People’s
      Republic of China (“PRC”)
              December 30, 1999
            
            $8,200,000
            
            100%
            
            Manufacturing
      and sales of bimetallic composite conductor wire such as copper clad
      aluminum (CCA) wire and enameled CCA wire.Jiangsu
      Lihua Copper Industry Co., Ltd. (“Lihua
      Copper”)
            
            PRC
              August31,2007
            
            $15,000,000
            
            100%
            
            Manufacturing
      and sales of refined copper.




NOTE
2 − SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES




Principle
of consolidation




These condensedconsolidated financial statements
include the financial statements of Lihua International, Inc.andits subsidiaries.  All
significant inter-company balances or transactions are eliminatedon consolidation.




Basis
of preparation




These
interim condensed consolidated financial statements are unaudited. In the
opinion of management, all adjustments and disclosures necessary for a fair
presentation of these interim condensed consolidated financial statements have
been included. The results
reported in the condensed consolidated financial statements for any interim
periods are not necessarily indicative of the results that may be reported for
the entire year.  The accompanying condensed consolidated financial
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission and do not include all information and
footnotes necessary for a complete presentation of financial statements in
conformity with accounting principles generally accepted in the United States.
These unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and accompanying
footnotes included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008.




Reclassification




Certain
prior period balances have been reclassified to conform to the current period’s
financial statement presentation. These reclassifications had no impact on
previously reported financial position, results of operations, or cash
flows.




5




Foreign
currency translation




The
Company uses United States
dollars (“US Dollar” or “US$” or “$”, which is also the functional currency of
the parent entity) for financial reporting purposes. However, the Company’s PRC
subsidiaries maintain their books and records in their functional currency,
Chinese Renminbi (“RMB”), being the primary currency of the economic environment
in which these foreign operations are conducted. In general, the Company
translates those foreign subsidiaries’ assets and liabilities into U.S. dollars
using the applicable exchange rates prevailing at the balance sheet date, and
the statement of income is translated at average exchange rates during the
reporting period. Equity accounts
are translated at
historical rates.Adjustments resulting from
the translation of the Company’s financial statements are recorded as
accumulated other comprehensive income.




The
exchange rates used to translate amounts in RMB into U.S. Dollars for the
purposes of preparing the consolidated financial statements were as
follows:


As
      of September 30, 2009
            
            As
      of December 31, 2008Balance
      sheet items, except for equity accounts
            US$1=RMB6.8290
            
            US$1=RMB6.8346Three
      months ended September 30,2009
            
            2008Items
      in the statements of income and cash flows
            US$1=RMB6.8310
            
            US$1=RMB
      6.8390Nine
      months ended September 30,2009
            
            2008Items
      in the statements of income and cash flows
            US$1=RMB6.8321
            
            US$1=RMB
      6.9921




Research
and development costs




Research
and development costs are expensed as incurred. During the nine months ended
September 30, 2009 and 2008, research and development costs
were $90,534 and $25,447, respectively.




Advertising
costs




The
Company expenses all advertising costs as incurred.  The total amounts
of advertising costs charged to selling, general and administrative
expense were $14,021 and $7,710 for the nine months ended September 30, 2009 and
2008, respectively.




Shipping
and handling costs




Substantially
all costs of shipping and handling of products to customers are included in
selling, general and administrative expense.  Shipping and handling
costs for the nine months ended September 30, 2009 and 2008 were $942,929 and
$272,882,
respectively.




Recent
Accounting Pronouncements Adopted




In June
2009, the FASB established the FASB Accounting Standards CodificationTM (ASC)
as the single source of authoritative U.S. generally accepted accounting
principles (GAAP) recognized by the FASB to be applied to nongovernmental
entities. Rules and interpretive
releases of the Securities
and Exchange Commission (“SEC”) under authority of federal securitieslawsare also sources of
authoritative GAAP for SEC registrants.The ASC superseded all previously
existing non-SEC accounting and reporting standards, and any prior sources of
U.S. GAAP not included in the ASC or grandfathered are not authoritative. New
accounting standards issued subsequent to June 30, 2009 are communicated by the
FASB through Accounting Standards Updates (ASUs). The ASC did not change current
U.S. GAAP but changes the approach
by referencing authoritative literature by topic (each a “Topic”) rather than by type of
standard. The ASC has been effective for the Company effective July 1,
2009. Adoption of the ASC did not have a material impact on the Company’s
Condensed Consolidated Financial Statements, but references in the
Company’s Notes to Consolidated Financial
Statements to former FASB positions, statements, interpretations, opinions,
bulletins or other pronouncements are now presented as references to the corresponding Topic in the
ASC.




6




Effective
January 1, 2009, the
Company adopted the guidance provided in FASB ASC 815-40-15-5 through
815-40-15-8 (formerly EITF 07-5, "Determining Whether an Instrument (or Embedded
Feature) is Indexed to an Entity’s Own Stock”). ASC 815-40-15-5 through
815-40-15-8  applies to any freestanding financial instruments or
embedded features that have the characteristics of a derivative, as defined in
ASC paragraph 815-10-15-83 (formerly SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities,”) and to any freestanding
financial instruments that are potentially settled in an entity’s own common
stock. As a result of adopting ASC 815-40-15, the Company’s issued and
outstanding Series A Warrants to purchase 1,500,000 shares of Common Stock and
Series B Warrants to purchase 500,000 shares of Common Stock previously treated
as equity pursuant to the scope exception in ASC 815-10-15-74 (formerly
paragraph 11(a) of SFAS No. 133) were no longer afforded equity treatment. These
warrants expire in 5 years from October 31, 2008 and have an exercise price of
$3.50, which is subject to a downward adjustment if the Company issues
additional shares of Common Stock or securities exercisable, convertible or
exchangeable for Common Stock at a price less than the exercise price for a
period of two years from October 31, 2008.




As such,
effective January 1, 2009, the Company reclassified the fair value of the Series
A and Series B Warrants from equity to liability as if these warrants were
treated as a derivative liability since their date of issue on October 31, 2008.
On January 1, 2009, the Company recognized a cumulative-effect adjustment of
$2,306,688, and $1,676,778 was reclassified from beginning retained earnings and
$629,910 from additional paid-in capital to a long-term warrant liability to
recognize the fair value of such warrants on such date. The fair value of these
warrants increased to $10,682,505 as of September 30, 2009. As such, the Company
recognized a $8,375,817 loss from the change in fair value of these warrants for
the nine months ended September 30, 2009. A discussion of the valuation techniques
used to measure fair values for these warrants is provided in Note
3.




Following
the allowed one-year deferral, effective January 1, 2009, the Company
implemented ASC Topic 820, “Fair Value Measurements and Disclosures” for
nonfinancial assets and nonfinancial liabilities measured at fair value on a
nonrecurring basis. The implementation covers assets and liabilities measured at
fair value in a business combination; impaired properties, plants and equipment,
intangible assets and goodwill; initial recognition of asset retirement
obligations; and restructuring costs for which we use fair value. In the first
nine months of 2009, the Company did not have a business combination, impairment
of goodwill or intangible asset, or restructuring accrual requiring the use of
fair value. Because there usually is a lack of quoted market prices for
long-lived assets, the fair value of properties, plants and equipment is
determined based on the present values of expected future cash flows using
inputs reflecting the Company’s estimate of a number of variables used by
industry participants when valuing similar assets, or based on a multiple of
operating cash flow validated with historical market transactions of similar
assets where possible. Fair value used in the initial recognition of asset
retirement obligations is determined based on the present value of expected
future dismantlement costs incorporating our estimate of inputs used by industry
participants when valuing similar liabilities. There was no impact to the
Company’s Consolidated Financial Statements from the implementation of this ASC
Topic for nonfinancial assets and liabilities, and it is expected there would
not be any significant impact to the Company’s future consolidated financial
statements, other than additional disclosures.




Effective
January 1, 2009, the first day of fiscal 2009, the Company adoptedFASB ASC 350-30and ASC 275-10-50 (formerly FSP FAS
142-3, “Determination of
the Useful Life of Intangible Assets”), which amends the factors that
should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under SFAS No. 142
("SFAS 142"), “Goodwill and Other Intangible Assets.” The Company will
apply ASC 350-30 and ASC
275-10-50 prospectively to intangible assets acquired subsequent to the
adoption date, January 1, 2009.  The adoption of ASC 350-30and ASC 275-10-50 had no impact
on the Company’s Condensed Consolidated Financial Statements.




Effective
January 1, 2009, the Company adopted FASB ASC 815-10-65 (formerly SFAS 161,
“Disclosures about
Derivative Instruments and Hedging Activities”),which amends and expands
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." ASC 815-10-65 requires tabular
disclosure of the fair value of derivative instruments and their gains and
losses.  This Statement also requires disclosure regarding the
credit-risk related contingent features in derivative agreements, counterparty
credit risk, and strategies and objectives for using derivative instruments. The
adoption ofASC 815-10-65
did not have a material impact on the Company’s Condensed Consolidated Financial
Statements.




7




Effective
January 1, 2009, the Company adopted FASB ASC 810-10-65 (formerly SFAS 160,
"Noncontrolling Interests in Consolidated Financial Statements — an amendment of
ARB No. 51"), which amends previously issued guidance to establish accounting
and reporting standards for the noncontrolling interest in a subsidiary and for
the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest
in a subsidiary, which is sometimes referred to as minority interest, is an
ownership interest in the consolidated entity that should be reported as equity
in the Company’s Consolidated Financial Statements. Among other requirements,
this Statement requires that the consolidated net income attributable to the
parent and the noncontrolling interest be clearly identified and presented on
the face of the consolidated income statement. The adoption of ASC 810-10-65 did
not have a material impact on the Company’s Condensed Consolidated Financial
Statements.




Effective
January 1, 2009, the Company adopted FASB ASC 805-10 (formerly SFAS 141R,
"Business Combinations"), which establishes principles and requirements
for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any noncontrolling
interest in an acquiree and the goodwill acquired. The Company will apply
ASC 805-10 to any business
combinations subsequent to adoption.




Effective
January 1, 2009, the Company adopted FASB ASC 805-20 (formerly FSP FAS 141R-1,
"Accounting for Assets Acquired and Liabilities Assumed in a Business
Combination That Arise from Contingencies"), which amends ASC 805-10 to require
that an acquirer recognize at fair value, at the acquisition date, an asset
acquired or a liability assumed in a business combination that arises from a
contingency if the acquisition-date fair value of that asset or liability can be
determined during the measurement period. If the acquisition-date fair value of
such an asset acquired or liability assumed cannot be determined, the acquirer
should apply the provisions of ASC Topic 450, Contingences , to determine
whether the contingency should be recognized at the acquisition date or after
such date. ASC 805-20 is effective for business combinations whose acquisition
date is on or after the first reporting period beginning after December 15,
2008. Accordingly, the Company adopted ASC 805-20 during the first quarter of
2009. The adoption of ASC 805-20 did not have a material impact on the
Company’s Condensed Consolidated Financial Statements.




Effective
July 1, 2009, the Company adopted FASB ASC 825-10-65 (formerly FASB Staff
Position (“FSP”) No. FAS 107-1 and Accounting Principles Board 28-1, "Interim
Disclosures about Fair Value of Financial Instruments"), which amends previous
guidance to require disclosures about fair value of financial instruments for
interim reporting periods of publicly traded companies as well as in annual
financial statements. The adoption of FASB ASC 825-10-65 did not have a material
impact on the Company’s Condensed Consolidated Financial
Statements.




Effective
July 1, 2009, the Company adoptedFASB ASC 320-10-65 (formerly FSP FAS 115-2 and FAS 124-2, "Recognition and
Presentation of Other-Than-Temporary Impairments"), which amends the
requirements for the recognition and measurement of other-than-temporary
impairments for debt securities by modifying the current “intent and ability”
indicator. Under ASC
320-10-65, an other-than-temporary impairment must be recognized if the
Company has the intent to sell the debt security or the Company is more likely
than not will be required to sell the debt security before its anticipated
recovery. In addition, ASC
320-10-65 requires impairments related to credit loss, which is the
difference between the present value of the cash flows expected to be collected
and the amortized cost basis for each security, to be recognized in earnings
while impairments related to all other factors to be recognized in other
comprehensive income. The adoption of ASC 320-10-65did not have a
material impact on the Company’s Condensed Consolidated Financial
Statements.




Effective
July 1, 2009, the Company adopted FASB ASC 820-10-65 (formerly FSP FAS 157-4,
"Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly"), which provides guidance on how to determine the fair value of assets
and liabilities when the volume and level of activity for the asset or liability
has significantly decreased when compared with normal market activity for the
asset or liability as well as guidance on identifying circumstances that
indicate a transaction is not orderly. The adoption of ASC
820-10-65  did not have a material impact on the Company’s Condensed
Consolidated Financial Statements.




8




Effective
July 1, 2009, the Company adopted FASB ASC 855-10 (formerly SFAS 165,
“Subsequent Events”), which establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date, but before
financial statements are issued or are available to be issued. Adoption of ASC
855-10 did not have a material impact on the Company’s Condensed Consolidated
Financial Statements.




New
accounting pronouncements to be adopted




In
December 2008, the FASB issued ASC 715, Compensation – Retirement Benefits(formerly FASB FSP FAS 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets”), which expands the disclosure requirements
about plan assets for defined benefit pension plans and postretirement plans.
The Company is required to adopt these disclosure requirement under ASC 715 in
the fourth quarter of 2009. It is expected the adoption of these disclosure
requirements will have no material effect on the Company’s Consolidated
Financial Statements.




In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets – an amendment of FASB Statement No. 140,” (not yet reflected in
FASB ASC). SFAS No. 166 limits the circumstances in which a financial asset
should be derecognized when the transferor has not transferred the entire
financial asset by taking into consideration the transferor’s continuing
involvement. The standard requires that a transferor recognize and initially
measure at fair value all assets obtained (including a transferor’s beneficial
interest) and liabilities incurred as a result of a transfer of financial assets
accounted for as a sale. The concept of a qualifying special-purpose entity is
removed from SFAS No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities,” along with the exception
from applying FIN 46(R), “Consolidation of Variable Interest Entities.” The
standard is effective for the first annual reporting period that begins after
November 15, 2009 (i.e. the Company’s fiscal year beginning January 1,
2010), for interim periods within the first annual reporting period, and for
interim and annual reporting periods thereafter. Earlier application is
prohibited. It is expected the adoption of this Statement will have no material
effect on the Company’s Consolidated Financial Statements.




In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation
No. 46(R),” (not yet reflected in FASB ASC). The standard amends FIN
No. 46(R) to require a company to analyze whether its interest in a
variable interest entity (“VIE”) gives it a controlling financial interest. A
company must assess whether it has an implicit financial responsibility to
ensure that the VIE operates as designed when determining whether it has the
power to direct the activities of the VIE that significantly impact its economic
performance. Ongoing reassessments of whether a company is the primary
beneficiary are also required by the standard. SFAS No. 167 amends the
criteria to qualify as a primary beneficiary as well as how to determine the
existence of a VIE. The standard also eliminates certain exceptions that were
available under FIN No. 46(R). This Statement will be effective as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009  (i.e. the Company’s fiscal year
beginning January 1, 2010), for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter.
Earlier application is prohibited. Comparative disclosures will be required for
periods after the effective date. As such, the Company will adopt this Statement
for interim and annual periods ending after January 1, 2010.  It
is expected the adoption of this Statement will have no material effect on the
Company’s Consolidated Financial Statements.




In
August, 2009, the FASB issued Accounting Standard Update No. 2009-05 (“ASU
2009-05”) to provide guidance on measuring the fair value of liabilities under
FASB ASC 820 (formerly SFAS 157, "Fair
Value  Measurements").  The Company is required to adopt ASU
2009-05 in the fourth quarter of 2009.  It is expected the adoption of
this Update will have no material effect on the Company’s Consolidated Financial
Statements.




In
October 2009, the FASB concurrently issued the following ASC
Updates:


·
            ASU
      No. 2009-14 - Software
      (Topic 985): Certain Revenue Arrangements That Include Software Elements(formerly EITF Issue No. 09-3) .This standard removes
      tangible products from the scope of software revenue recognition guidance
      and also provides guidance on determining whether software deliverables in
      an arrangement that includes a tangible product, such as embedded
      software, are within the scope of the software revenue
      guidance.




9


·
            ASU
      No. 2009-13 - Revenue
      Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements(formerly EITF Issue No. 08-1). This standard modifies the revenue
      recognition guidance for arrangements that involve the delivery of
      multiple elements, such as product, software, services or support, to a
      customer at different times as part of a single revenue generating
      transaction. This standard provides principles and application guidance to
      determine whether multiple deliverables exist, how the individual
      deliverables should be separated and how to allocate the revenue in the
      arrangement among those separate deliverables. The standard also expands
      the disclosure requirements for multiple deliverable revenue
      arrangements.




These
Accounting Standards Updates should be applied on a prospective basis for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, with earlier application
permitted.  Alternatively, an entity can elect to adopt these
standards on a retrospective basis, but both these standards must be adopted in
the same period using the same transition method.  The Company expects
to apply this standard on a prospective basis for revenue arrangements entered
into or materially modified beginning January 1, 2011.  The Company is
currently evaluating the potential impact these standards may have on its
financial position and results of operations.




Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the Company’s Consolidated Financial
Statements upon adoption.




NOTE
3 – FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS




ASC Topic
820, Fair Value Measurement
and Disclosures, defines fair value as the exchange price that would be
received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. This topic also
establishes a fair value hierarchy which requires classification based on
observable and unobservable inputs when measuring fair value. The fair value
hierarchy distinguishes between assumptions based on market data (observable
inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy
consists of three levels:


·
            Level
      one — Quoted market prices in active markets for identical assets or
      liabilities;


·
            Level
      two — Inputs other than level one inputs that are either directly or
      indirectly observable; and


·
            Level
      three — Unobservable inputs developed using estimates and assumptions,
      which are developed by the reporting entity and reflect those assumptions
      that a market participant would
use.




Determining
which category an asset or liability falls within the hierarchy requires
significant judgment. The Company evaluates its hierarchy disclosures each
quarter.




Assets
and liabilities measured at fair value on a recurring basis are summarized as
follows (unaudited):




Fair
      value measurement using inputs
            
            Carrying
      amount atFinancial
      instruments
            Level
      1
            
            Level
      2
            
            
            Level
      3
            
            September
      30, 2009
            
            December
      31, 2008(Unaudited)
            
            (Unaudited)Liabilities:Derivative
      instruments − Warrants
            
            $
            —
            
            
            $
            —
            
            
            $
            10,682,505
            
            
            $
            10,682,505
            
            
            $
            -Total
            
            $
            —
            
            
            $
            —
            
            
            $
            10,682,505
            
            
            $
            10,682,505
            
            
            $
            -




10




The
following table summarizes the changes in fair value of our Level 3
financial instruments measured at fair value on a recurring basis:




Three
      months ended September 30, 2009
            
            
            Nine
      months ended September 30, 2009(Unaudited)
            
            
            (Unaudited)Fair Value Measurement Using
      Significant Unobservable Inputs (Level 3)Beginning
      balance
            
            $
            2,646,855
            
            
            $
            —Reclassification
      due to adoption of ASC 815-40-15-5 through 815-40-15-8 (formerly EITF
      07-5) as of January 1, 2009
            
            
            —
            
            
            
            2,306,688Total losses, realized and
      unrealized, included in earnings
            
            
            8,035,650
            
            
            
            8,375,817Purchases, issuances and
      settlements
            
            
            —
            
            
            
            —Ending balance
            
            $
            10,682,505
            
            
            $
            10,682,505The amount of total losses for the
      period included in earnings attributable to the change in unrealized gains
      or losses relating to assets and liabilities still held at September 30,
      2009
            
            $
            8,035,650
            
            
            $
            8,375,817




Losses,
realized and unrealized, included in earnings for the above periods are reported
in other expenses.




There
were no assets or liabilities measured at fair value on a non-recurring basis
during the nine months ended September 30, 2009.




The
carrying values of cash and cash equivalents, trade receivables and payables,
and short-term bank loans and debts approximate their fair values due to the
short maturities of these instruments.




Derivative
Instruments – Warrants




The
Company issued 1,500,000 Series A and 250,000 Series B Warrants in connection
with the October 2008 Private Placement of 6,818,182 shares of Series A
preferred stock, which are further disclosed in Note 15. 250,000 Series B
Warrants were issued for business and investor relations consulting services.
These warrants were not issued with the intent of effectively hedging any future
cash flow, fair value of any asset, liability or any net investment in a foreign
operation. Terms of these warrants are disclosed in Note 15 in more details.
These warrants do not qualify for hedge accounting, and as such, all future
changes in the fair value of these warrants will be recognized in statement of
income until such time as the warrants are exercised or expire.




The
Company estimates the fair value of these warrants using the Black-Scholes
option pricing model using the following assumptions:




September
      30, 2009
            
            January
      1, 2009Market
      price and estimated fair value of common stock:
            $8.810
            
            $3.850Exercise
      price:
            $3.50
            
            $3.50Remaining
      contractual life (years):
            4.08
            
            4.83Dividend
      yield:
            –
            
            –Expected
      volatility:
            40.45%
            
            30.58%Risk-free
      interest rate:
            1.89%
            
            1.49%




Before
September 4, 2009, the Company’s common stock had not been publicly traded. The
Company has determined the fair value of its common stock as of January 1, 2009
based on retrospective valuations prepared consistent with the methods outlined
in the American Institute of Certified Public Accountants Practice Aids, “Valuation of Privately-Held Company
Equity Securities Issued as Compensation” and based on a discounted
future cash flow approach that used the Company’s estimates of revenue, driven
by assumed market growth rates, and estimated costs as well as appropriate
discount rates. Whilst the Company’s common stock began public trading on the
NASDAQ Capital Market on September 4, 2009, the fair value of the Company’s
common stock as of September 30, 2009 has been determined based on market
price.




11




As the
Company’s stock only begun public trading on September 4, 2009, historical
volatility information is limited and considered not representative of the
expected volatility. In accordance with ASC 718-10-30-2 (formerly SFAS No. 123R,
“Accounting for Stock-Based
Compensation”, the Company identified five similar public entities for
which share and option price information was available, and considered the
historical volatilities of those public entities’ share prices in calculating
the expected volatility appropriate to the Company (i.e. the calculated value).
The risk-free rate of return reflects the interest rate for United States
Treasury Note with similar time-to-maturity to that of the
Warrants.




NOTE4 −RESTRICTED
CASH




As of
September 30, 2009 and December 31, 2008, $700,000 and $1,750,000 in total was
held in escrow arising from agreements in conjunction with the Private
Placement, which are further disclosed in Notes 15 and 22.




Restricted cashconsisted of the
following:




September30,
              2009
            
            
            December 31,
              2008(Unaudited)
            
            
            (Audited)Guarantee fund for financing
      agreement
            
            $
            -
            
            
            $
            800,000Special fund for
      listing
            
            
            500,000
            
            
            
            750,000Special fund for employee
      pensions
            
            
            200,000
            
            
            
            200,000$
            700,000
            
            
            $
            1,750,000




NOTE
5 − NOTES RECEIVABLE, NET




Notes
receivable arose from sale of goods and represented commercial drafts issued by
customers to the Company that were guaranteed by bankers of the customers. Notes
receivable were interest-free with maturity dates of 3 or 6 months from date of
issuance.




Notes
receivable consisted of the following:




September30,2009
            
            
            December 31,2008(Unaudited)
            
            
            (Audited)Notes
      receivable
            
            $
            -
            
            
            $
            321,892Less:
      Allowance for doubtful debts
            
            
            -
            
            
            
            -Notes
      receivable, net
            
            $
            -
            
            
            $
            321,892




NOTE
6 − ACCOUNTS RECEIVABLE, NET




Accounts
receivable consisted of the following:




September30,
              2009
            
            
            December 31,
              2008(Unaudited)
            
            
            (Audited)Accounts
      receivable
            
            $
            7,183,128
            
            
            $
            5,042,739Less:
      Allowance for doubtful debts
            
            
            -
            
            
            
            -Accounts
      receivable, net
            
            $
            7,183,128
            
            
            $
            5,042,739




12




NOTE
7 − OTHER RECEIVABLES AND CURRENT ASSETS




Other
receivables and current assets consisted of the following:




September 30,
              2009
            
            
            December 31,
              2008(Unaudited)
            
            
            (Audited)Other
      receivables
            
            $
            2,123
            
            
            $
            -Trade
      deposits
            
            
            11,041Recoverable
      value added tax
            
            
            732,598
            
            
            
            -Less:
      Allowance for valuation and doubtful debts
            
            
            -
            
            
            
            -$
            745,762
            
            
            $
            -




NOTE
8 − INVENTORIES




Inventories
by major categories are summarized as follows:




September30,
              2009
            
            
            December 31,
              2008(Unaudited)
            
            
            (Audited)Raw
      materials
            
            $
            6,691,603
            
            
            $
            160,234Work
      in progress
            
            
            750,520
            
            
            
            29,013CCA
      and copper wire
            
            
            2,416,132
            
            
            
            397,691Refined
      copper rod
            
            
            2,823,072
            
            
            
            -$
            12,681,327
            
            
            $
            586,938




NOTE
9 − INTANGIBLE ASSETS




September30,
              2009
            
            
            December 31,
              2008(Unaudited)
            
            
            (Audited)Computer
      software, cost
            
            $
            7,029
            
            
            $
            7,023Less:
      Accumulated amortization
            
            
            (3,866
            )
            
            
            (2,809
            )$
            3,163
            
            
            $
            4,214




Amortization
expenses for the nine months ended September 30, 2009 and 2008 were $1,054 and
$1,030.




NOTE
10 − PREPAID LAND USE RIGHTS




The
Company has recorded as prepaid land use rights the lump sum payments paid to
acquire long-term interest to utilize the land underlying the Company’s
buildings and production facility.  This type of arrangement is common
for the use of land in the PRC.  The prepaid land use rights are
expensed on the straight-line basis over the term of the land use rights of 50
years.  As of September 30, 2009, the Company has obtained the
relevant PRC property ownership and land use rights certificates.




The
amount expensed on prepaid land use rights for the nine months ended September
30, 2009 and 2008 were $129,312 and $58,554,
respectively.  The estimated expense of the prepaid land use rights
over each of the next five years and thereafter will be $172,495.




13




NOTE
11 − BUILDINGS, MACHINERY AND EQUIPMENT, NET




Buildings,
machinery and equipment, net consisted of the following:




September30,
                2009
            
            
            December 31,
                2008(Unaudited)
            
            
            (Audited)Cost:Buildings
            
            $
            7,970,039
            
            
            $
            1,367,189Office
      equipment
            
            
            293,302
            
            
            
            61,767Motor
      vehicles
            
            
            286,027
            
            
            
            137,423Machinery
            
            
            9,605,574
            
            
            
            7,834,657Total
      cost
            
            
            18,154,942
            
            
            
            9,401,036Less:
      Accumulated depreciation
            
            
            (2,804,080
            )
            
            
            (1,960,093
            )Net
      book value
            
            $
            15,350,862
            
            
            $
            7,440,943




Depreciation
expenses for the nine months ended September 30, 2009 and 2008 were $842,004 and
$509,474, respectively.




NOTE
12  − CONSTRUCTION IN PROGRESS




Construction
in progress consisted of the following:




September30,
                2009
            
            
            December 31,
                2008(Unaudited)
            
            
            (Audited)Construction
      of equipment
            
            $
            1,105,672
            
            
            $
            1,295,315Construction
      of buildings
            
            
            394,254
            
            
            
            4,722,626$
            1,499,926
            
            
            $
            6,017,941




14




NOTE13 − SHORT TERM BANK
LOANS




Short-term
bank loans consisted of the following:




September 30,
              2009
            
            
            December 31,
              2008(Unaudited)
            
            
            (Audited)Bank loan granted by Bank of
      Jiangsu,withan interest rateof6.66%p.a., guaranteed by a related company,
      Danyang Tianyi Telecommunication Co.,Ltd.(“Tianyi Telecom”), and maturing on November18, 2009
            
            $
            2,196,515
            
            
            $
            2,194,715Bank loan granted by Agriculture
      Bank of China, with interest rateof 5.31%p.a., guaranteed by Tianyi Telecom and maturing on
      August 20, 2010
            
            
            732,172
            
            
            
            731,572Bank loan granted by Agriculture
      Bank of China, Danyang Branchwithan interest rateof5.31% p.a.,guaranteed by Tianyi Telecom. The
      bank loan will mature on April 15, 2010, with interest due on the 20th day of each
      month
            
            
            761,458
            
            
            
            -Bank loan granted by Agriculture
      Bank of China, Danyang Branchwithan interest rateof5.31% p.a.,guaranteed by Tianyi
      Telecom.  The bank loan will mature on May 21, 2010, with
      interest due onthe
      20th day of each month
            
            
            702,885
            
            
            
            -Bank loan granted by China
      Construction Bank with interest ratesrangingfrom 6.372% p.a.to 8.964% p.a., guaranteed by
      Tianyi Telecom, maturedand fully repaid on March 6,
      2009.
            
            
            -
            
            
            
            1,170,514Bank loan granted by Agriculture Bank of
      China, with interest ratesrangingfrom 6.903% p.a.to 9.711%p.a., guaranteed by Tianyi
      Telecom, matured and
      fully repaidon April
      15, 2009
            
            
            -
            
            
            
            760,835Bank loan granted by Agriculture
      Bank of China, with interest ratesrangingfrom 6.903%p.a. to 9.711% p.a., guaranteed by
      Tianyi Telecom and matured and fully repaidon May 20,
      2009
            
            
            -
            
            
            
            702,309Bank loan granted by China
      Construction Bank, with interest ratesrangingfrom 5.841%p.a. to 8.217%p.a., guaranteed by Tianyi Telecom, and
      matured and fully
      repaidon April 29,
      2009
            
            
            -
            
            
            
            585,257$
            4,393,030
            
            
            $
            6,145,202




NOTE
14 − OTHER PAYABLES AND ACCRUALS




Other
payables and accruals consisted of the following:




September 30,
              2009
            
            
            December 31,
              2008(Unaudited)
            
            
            (Audited)Accrued
      staff costs
            
            $
            464,279
            
            
            $
            380,472Other
      taxes payable
            
            
            274,000
            
            
            
            335,152Other
      payables
            
            
            39,642
            
            
            
            115,120$
            777,921
            
            
            $
            830,744




15




NOTE
15 − SHAREHOLDERS’ EQUITY




The
Company’s Article of Incorporation grants the Board of Directors the
authority, without any further vote or action by stockholders, to issue
preferred stock in one or more series, fix the number of shares constituting the
series and establish the preferences, limitations and relative rights, including
dividend rights, dividend rate, voting rights, terms of redemption, redemption
price or prices, redemption rights and liquidation preferences of the shares of
the series.




Series
A Redeemable Convertible Preferred Stock




On
October 31, 2008, the Company entered into and completed a securities purchase
agreement (“Private
Placement”) with certain accredited investors (the “Investors”) for the
issuance and sale by the Company in a private placement of 6,818,182 shares of
Series A Convertible Preferred Stock (“Preferred Shares”)
and Series A warrants to purchase 1,500,000 shares of Common Stock. The Company
received $13,656,538 in proceeds from this Private Placement after paying fees
and expenses.




The
principal terms of the Preferred Shares are as follows:




Conversion: At any time on or
after our issuance of Preferred Shares, each share of Preferred Shares will be
convertible, at the option of the holder thereof (subject to certain ownership
percentage limitations set forth in the Certificate of Designations), into one
share of Common Stock, subject to adjustment from time to time, upon the
occurrence of certain events described below. The rate of conversion (the “Conversion Rate”) is
determined by dividing $2.20 per share (the “Liquidation Preference
Amount”) by the conversion price of $2.20 (the “Conversion Price”),
subject to adjustment as discussed below.




In the
event the Company does not timely convert and deliver Preferred Shares into
shares of Common Stock after request of a holder to so convert, and the holder
must purchase shares of Common Stock, in excess of the price for which the
holder sold such shares, the Company must make a payment in cash to the holder
in the amount of the excess paid and the Company will not honor the conversion
request and will reinstate the number of Preferred Shares for which such
conversion was not honored.




If at any
time, the Company consummate a bona fide offering of shares of Common Stock of
at least $5,000,000, all outstanding Preferred Shares shall automatically
convert to shares of Common Stock (subject to certain ownership percentage
limitations set forth in the Certificate of Designations of the Series A
Preferred Shares).




Liquidation Rights: The
Preferred Shares will, in the event of any distributions or payments in the
event of the voluntary or involuntary liquidation, dissolution or winding up of
the Company rank senior to Common Stock and to any other class or series of
stock which may be issued not designated as ranking senior to or pari passu with
the Preferred Shares in respect of the right to participate in distributions or
payments upon any liquidation, dissolution or winding up of the Company. In the
event of any voluntary or involuntary liquidation, dissolution or winding up,
the holders of shares of Preferred Shares will be entitled to receive, out of
assets available for distribution to stockholders, an amount equal to the
Liquidation Preference Amount before any payment shall be made or any assets
distributed to the holders of Common Stock or any stock which ranks junior to
the Preferred Shares. In the event of a liquidation, dissolution or winding up
of the Company, the rights of holders of Preferred Shares to convert such shares
into shares of Common Stock shall terminate prior to the date fixed for the
payment to the holders of Preferred Shares of any amounts distributable to them
in the event of any such liquidation, dissolution or winding up.




Redemption Rights: None of
Preferred Shares may be redeemed without the express written consent of each
holder of such shares. If the Company cannot issue shares of Common Stock upon a
conversion because the Company does not have a sufficient number of shares of
Common Stock authorized and available, then with respect to the unconverted
Preferred Shares, the holder of such Preferred Shares, solely at such holder's
option, may require the Company to redeem from such holder those Preferred
Shares with respect to which the Company is unable to issue Common Stock in
accordance with such holder's conversion notice at a price per share payable in
cash equal to one hundred thirty percent of the Liquidation Preference
Amount.




16




Simultaneously
with the occurrence of any merger, consolidation or similar capital
reorganization of Common Stock, each holder of Preferred Shares shall have the
right, at such holder's option, to require the Company to redeem all or a
portion of such holder's Preferred Shares at a price per share equal to one
hundred ten percent of the Liquidation Preference Amount.




Dividend Rights:Preferred
Shares will not be entitled to receive dividends unless the Company pays
dividends to holders of our Common Stock. If the Company pays dividends to
holders of Common Stock, holders of Preferred Shares will be entitled to
receive, on each share of Preferred Shares held by them, dividends of equal
amount or value as dividends that would have been payable on the number of
underlying shares of Common Stock into which such Preferred Shares would be
convertible, if such shares of Preferred Shares had been converted on the date
for determination of holders of Common Stock entitled to receive such
dividends.




Adjustments to Conversion Price,
Conversion Rate and Other Similar Adjustments:The number of shares of
Common Stock into which the Series A Preferred shall be converted, or the
Conversion Price, as the case may be, shall be subject to upward or downward
adjustment from time to time, as applicable, in the event of a (i) combination,
stock split, recapitalization or reclassification of the Common Stock, (ii)
merger, consolidation or similar capital reorganization of the Common Stock,
(iii) distribution of stock dividends or (iv) issuance of additional shares of
Common Stock or securities convertible into Common Stock at a price less than
$2.20.




Voting Rights:Holders of
Preferred Shares shall vote together as a separate class on all matters which
impact the rights, value, or ranking of the Preferred Shares. Holders of
Preferred Shares shall vote on an "as converted" basis, together with holders of
Common Stock, as a single class, in connection with any proposal submitted to
stockholders to: (i) increase the number of authorized shares of capital stock,
(ii) to approve the sale of any of capital stock, (iii) adopt an employee stock
option plan, or (iv) effect any merger, consolidation, sale of all or
substantially all of assets, or related consolidation or combination
transaction.




Conversion Restriction:
Holders of Preferred Shares are restricted from converting to Common Stock if
the number of shares of Common Stock to be issued pursuant to such Conversion
would cause the number of shares of Common Stock owned by such holder and its
affiliates at such time to equal or exceed 9.9% of the then issued and
outstanding shares of Common Stock; provided, however, that upon a holder of the
Series A Preferred providing the Company with sixty-one (61) days notice that
such holder wishes to waive this restriction such holder may be entitled to
waive this restriction.




Accounting
for Preferred Shares




Pursuant
to the Securities Escrow Agreement entered into by the Company as discussed
below, if the Company fails to achieve certain net income thresholds for fiscal
years 2008 and/or 2009, additional shares of the Company’s common stock would be
released to the holders of the Preferred Shares. As a result, the holders of the
Preferred Shares could acquire a majority of the voting power of the Company’s
outstanding common stock.  In such a situation, the Company would not
be able to control the approval of “any merger, consolidation or similar capital
reorganization of its common stock”, i.e. events which could trigger the right
of Preferred Shares holder to request for redemption. FASB ASC 480-10-S99
(formerly EITF D-98, “ Classification and Measurement of Redeemable Securities
”), provides that preferred securities that are redeemable for cash are to be
classified outside of permanent equity if they are redeemable upon the
occurrence of an event that is not solely within the control of the issuer.
Therefore, as of December 31, 2008, the Preferred Shares were classified out of
permanent equity in accordance with FASB ASC 480-10-S99 (formerly EITF
D-98).




Conversion
during the Period




On
September 9, 2009, pursuant to the completion of the Public Offering, as
discussed below, and in accordance with the terms of the Preferred Shares, all
outstanding shares of the Preferred Stock were automatically converted into
6,818,183 shares of Common Stock.




17




Series
A Warrants




In
conjunction with the issuance of the Preferred Shares, the Company issued Series
A Warrants to purchase up to 1,500,000 shares of Common Stock at an exercise
price of $3.50 per share issued and outstanding. The Series A Warrants have a
term of exercise expiring 5 years from October 31, 2008. The Series A Warrants
at the option of the holder, may be exercised by cash payment of the exercise
price or, commencing 18 months following the closing of the Private Placement,
if the per share market value of one share of Common Stock is greater than the
exercise price and a registration statement under the Securities Act of 1933, as
amended, covering the shares of Common Stock underlying the Series A Warrants is
not then declared ineffective by the SEC, in lieu of exercising the Series A
Warrants by payment of cash, a holder may exercise the Series A Warrant by a
cashless exercise by surrender of the Series A Warrant, in which event the
Company will issue to the holder a number of shares of our Common Stock computed
using the following formula:





X =
       Y - (A)(Y)
              BWhere
            X
      =
            the
      number of shares of Common Stock to be issued to the
    holder.Y
      =
            the
      number of shares of Common Stock issuable upon exercise of the Series A
      Warrant in accordance with the terms of the Series A Warrant by means of a
      cash exercise rather than a cashless exercise.A
      =
            the
      Exercise Price.B
      =
            the
      per share market value of one share of Common Stock on the trading day
      immediately preceding the date of such
election.




The
Company will not receive any additional proceeds to the extent that the Series A
Warrants are exercised by cashless exercise.




The
exercise price and number of shares of our Common Stock issuable upon exercise
of the Series A Warrants may be adjusted in certain circumstance, including in
the event of a stock dividend, or our recapitalization, reorganization, merger
or consolidation and the issuance of rights to purchase additional shares of our
Common Stock or to receive other securities convertible into additional shares
of Common Stock.




For a
period of two years following the original issue date of the Series A Warrants
(the “Full Ratchet Period”), in the event the Company issues any additional
shares of Common Stock or securities exercisable, convertible or exchangeable
for Common Stock at a price per share less than the exercise price then in
effect or without consideration, then the exercise price upon each such issuance
will be adjusted to a price equal to the consideration per share paid for such
additional shares of Common Stock.




No
fractional shares will be issued upon exercise of the Series A Warrants. If,
upon exercise of a Series A Warrant, a holder would be entitled to receive a
fractional interest in a share, the Company will pay to the holder cash equal to
such fraction multiplied by the then fair market value of one full
share.




Pursuant
to the terms of the Series A Warrants, the Company will not effect the exercise
of any Series A Warrant, and no person who is a holder of any Series A Warrant
has the right to exercise the Series A Warrant, to the extent that after giving
effect to such exercise, such person would beneficially own in excess of 9.9% of
the then outstanding shares of our Common Stock. However, the holder is entitled
to waive this cap upon 61 days notice to the Company.




The
Company has the right to redeem up to 9.9% of the Series A Warrants at a price
equal to $0.01 per share of Common Stock underlying such warrants if (i) our
Common Stock is traded on a national securities exchange, (ii) the daily volume
weighted average price of our Common Stock is above $8.87 for 30 consecutive
trading days ending on the date of the notice of redemption, and (iii) the
average daily trading volume for the trading period is greater than 300,000
shares per day ; provided, that all shares underlying such Series A Warrants are
registered pursuant to an effective registration statement and the Company
simultaneously calls all of the Series A Warrants on the same terms. The Company
will have the right, but not the obligation, to redeem the Series A Warrants at
any time, and from time to time, provided that at such time, the foregoing
conditions have been met, but in no event can the Company redeem the Series A
Warrants more than once in any thirty (30) trading day period.




18




Series
B Warrants




In
connection with the Private Placement, Broadband Capital Management, LLC
(“Broadband”) acted as the Company’s financial advisor and placement agent.
Broadband received Series B warrants to purchase 250,000 shares of the Company’s
Common Stock at an exercise price per share of $3.50.




On
October 31, 2008, the Company issued Series B Warrants to purchase 250,000
shares of the Registrant’s Common Stock at an exercise price of $3.50 to
Penumbra Worldwide Ltd. (“Penumbra”). Penumbra is not a broker dealer and the
Series B Warrants were not issued as compensation for underwriting activities,
but as compensation for business and investor relations consulting services
performed by Penumbra.




The
Series B Warrants have a term of exercise expiring 5 years from October 31,
2008. The Series B Warrants, at the option of the holder, may be exercised by
cash payment of the exercise price or by “cashless exercise”. The Company will
not receive any additional proceeds to the extent that warrants are exercised by
cashless exercise.




If the
per share market value of one share of Common Stock is greater than the exercise
price and at the time of election, the average trading volume of Common Stock
exceeds 100,000 shares for the immediately preceding 30 trading days, in lieu of
exercising the Series B Warrant by payment of cash, the holder may exercise the
Series B Warrant by cashless exercise by surrendering the Series B Warrant, in
which event the Company will issue to the holder a number of shares of our
Common Stock computed using the following formula:





X
      =  Y - (A)(Y)
                BWhere:
            X
      =
            the
      number of shares of Common Stock to be issued to the
    Holder.Y
      =
            the
      number of shares of Common Stock issuable upon exercise of the Series B
      Warrant in accordance with the terms of the Series B Warrant by means of a
      cash exercise rather than a cashless exercise.A
      =
            the
      exercise price.B
      =
            the
      volume weighted average price of the Common Stock for the 30 trading day
      period immediately preceding the date of such
  election.




The
exercise price and number of shares of Common Stock issuable upon exercise of
the warrants may be adjusted in certain circumstances, including in the event of
a stock dividend, or our recapitalization, reorganization, merger or
consolidation and the issuance of rights to purchase additional shares of Common
Stock or to receive other securities convertible into additional shares of
Common Stock.




For a
period of two years following the original issue date of the Series B Warrant
(the “Weighted Average Period”), in the event the Company issues any additional
shares of Common Stock or securities exercisable, convertible or exchangeable
for Common Stock at a price per share less than the exercise price then in
effect or without consideration, then the exercise price then in effect shall be
multiplied by a fraction (i) the numerator of which shall be equal to the sum of
(x) the number of shares of outstanding Common Stock immediately prior to the
issuance of such additional shares of Common Stock plus (y) the number of shares
of Common Stock (rounded to the nearest whole share) which the aggregate
consideration price per share paid for the total number of such additional
shares of Common Stock so issued would purchase at a price per share equal to
the exercise price then in effect and (ii) the denominator of which shall be
equal to the number of shares of outstanding Common Stock immediately after the
issuance of such additional shares of Common Stock.




19




No
fractional shares will be issued upon exercise of the warrants. If, upon
exercise of a warrant, a holder would be entitled to receive a fractional
interest in a share, the Company will pay to the holder cash equal to such
fraction multiplied by the then fair market value of one full
share.




Allocation
of Proceeds from Private Placement




In
accordance with ASC Topic 470-20, Debt with Conversion and Other
Options, (formerly EITF 00-27, “Application of Issue No. 98-5 to Certain
Convertible Instruments”), the proceeds from the Private Placement were first
allocated between the Preferred Shares and the warrants issued in connection
with the Private Placement based upon their estimated fair values as of the
closing date, resulting in an aggregate amount of $539,910 being allocated to
the Series A Warrants and the 250,000 Series B Warrants issued to
Broadband.




Then, the
fair value of the embedded conversion feature of the Preferred Shares of
$1,002,115 was calculated using the intrinsic value model in accordance with the
guidance provided in ASC Topic 470-20-30-6 (formerly EITF 00-27, “Application of
Issue No. 98-5 to Certain Convertible Instruments”), limited to the amount of
the proceeds allocated to the convertible instrument. The intrinsic value of the
beneficial conversion feature was calculated by comparing the effective
conversion price, which was determined based on the proceeds from the Private
Placement allocated to the convertible Preferred Shares, and the fair value of
the Company’s common stock of $2.26 at the commitment date, which was determined
based on retrospective valuations prepared consistent with the methods outlined
in the American Institute of Certified Public Accountants Practice Aids, “Valuation of Privately-Held Company
Equity Securities Issued as Compensation” and based on a discounted
future cash flow approach that used the Company’s estimates of revenue, driven
by assumed market growth rates, and estimated costs as well as appropriate
discount rates. The fair value of $1,002,115 of the beneficial conversion
feature has been recognized as a reduction to the carrying amount of the
convertible Preferred Shares and an addition to paid-in capital.




The
following table sets out the accounting for the Preferred Shares and the
movements during the period:





Proceeds
      of the Private Placement (net of fees and expenses)
            
            $
            13,656,538Allocation
      of proceeds to Series A Warrants and 250,000 Series B
    Warrants
            
            
            (539,910
            )Allocation
      of proceeds to beneficial conversion feature
            
            
            (1,002,115
            )Amortization
      of discount resulting from the accounting for a beneficial conversion
      feature, deemed analogous to a dividend to the Preferred Shares
      holders
            
            
            1,002,115Series
      A Convertible Preferred Stock at December 31, 2008
            
            
            13,116,628Automatic
      conversion to Common Stock pursuant to Public Offering, as discussed
      below
            
            
            (13,116,628
            )Balance,
      September 30, 2009
            
            $
            -




Public
Offering of Common Stock and Issuance of Warrants




On
September 9, 2009, the Company completed a public offering (“Public Offering”) of
2,000,000 shares of Common Stock and an additional 300,000 shares exercised by
the underwriters as part of the over-allotment option, at an offering price of
$4.00 per share and raised a proceeds of $7,864,000, net of legal fees,
commission and other expenses directly related to this public
offering.




In
conjunction with the Public Offering, the Company issued warrants to the
underwriters to purchase up to 138,000 shares of the Company’s Common Stock at a
strike price of $4.80 per share. These warrants are exercisable at any time
during a 5-year term commencing on the date that is six months from September 4,
2009.The shares underlying
these warrants will have
registration rights incidental upon the Company proposing to register any of its
securities (other than in connection with a registration on Form S-4 or S-8 or
any successor forms).
These warrants contain
standard anti-dilution provisions for stock dividends, stock splits, stock
combination, recapitalization and a change of control
transaction.  Because these warrants do not contain any contingent
exercise provisions and their settlement amount will equal the
difference between the fair value of a fixed number of the Company’s equity shares and a fixed strike
price, these warrants, which are freestanding instruments, qualify for the scope
exception under the guidance provided inASC 815-40-15-5 through
815-40-15-8, and are considered
indexed to the Company’s own stock. Accordingly, these warrants
have been classified as equity.




20




Warrants
issued and outstanding at September 30, 2009 are as follows:




Warrants
      Outstanding
            
            
            Warrants
      ExercisableNumber of underlying
      shares
            
            
            Weighted Average Exercise
      Price
            
            
            Average Remaining Contractual Life
      (years)
            
            
            Number of underlying
      shares
            
            
            Weighted Average Exercise
      Price
            
            
            Average Remaining Contractual Life
      (years)Balance, January 1,
      2008
            
            
            -
            
            
            
            
            
            
            
            
            
            -Granted /
      Vested
            
            
            2,000,000
            
            
            $
            3.50
            
            
            
            5.00
            
            
            
            2,000,000
            
            
            $
            3.50
            
            
            
            5.00Forfeited
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Exercised
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Balance, December 31,
      2008
            
            
            2,000,000
            
            
            $
            3.50
            
            
            
            4.17
            
            
            
            2,000,000
            
            
            $
            3.50
            
            
            
            4.17Granted /
      Vested
            
            
            138,000
            
            
            $
            4.80
            
            
            
            5.00
            
            
            
            -Forfeited
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Exercised
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Balance, September 30, 2009
      (Unaudited)
            
            
            2,138,000
            
            
            $
            3.58
            
            
            
            4.22
            
            
            
            2,000,000
            
            
            $
            3.50
            
            
            
            4.17




NOTE
16 − SHARE-BASED COMPENSATION




Make
Good Escrow Agreement




In
conjunction with the Private Placement, the Company also entered into a make
good escrow agreement with the Investors (the “ Securities Escrow Agreement ”),
pursuant to which Magnify Wealth initially placed 6,818,182 of Common Stock
(equal to 100% of the number of shares of Common Stock underlying the Investor
Shares) (the “ Escrow Shares ”) into an escrow account. The Escrow Shares are
being held as security for the achievement of $12 million in audited net income
and $0.50 earnings per share for the fiscal year 2008 (the “2008 Performance
Threshold”) and $18 million in audited net income and $0.76 earnings per share
for the fiscal year 2009 (the “2009 Performance Threshold”). The calculation of
earnings per share of $0.76 for the fiscal year 2009 shall exclude up to
$5,000,000 in shares of Common Stock issued in a bona fide initial public
offering, however, any shares issued in excess of $5,000,000 shall be included
in the calculation of earnings per share for the fiscal year 2009. If the
Company achieves the 2008 Performance Threshold and the 2009 Performance
Threshold, the Escrow Shares will be released back to Magnify Wealth. If either
the 2008 Performance Threshold or 2009 Performance Threshold is not achieved, an
aggregate number of Escrow Shares (such number to be determined by the formula
set forth in the Securities Escrow Agreement) will be distributed to the
Investors, based upon the number of Investor Shares (on an as converted basis)
purchased in the Private Placement and still beneficially owned by such
Investor, or such successor, assign or transferee, at such time. If less than
50% of the 2008 or 2009 Performance threshold is achieved, based on the formula
set forth in the Securities Escrow Agreement, a certain amount of Escrow Shares
may be released. If the Company achieves at least 50% but less than 95% of the
2008 or 2009 performance thresholds, based on the formula set forth in the
Securities Escrow Agreement, a certain number of Escrow shares may be released.
If the Company achieves at least 95% of either the 2008 or 2009 performance
thresholds, the Escrow shares will continue to be held in escrow. If any
Investor transfers Investor Shares purchased pursuant to the Purchase Agreement,
the rights to the Escrow Shares shall similarly transfer to such transferee,
with no further action required by the Investor, the transferee or the Company.
Pursuant to the Securities Escrow Agreement, if any Escrow Shares are delivered
to Investors as a result of the Company’s failure to fully achieve the 2008
Performance Thresholds, Magnify Wealth shall deliver that number of additional
shares of Common Stock as is necessary to maintain 100% of the number of
original Escrow Shares in the escrow account at all times. With respect to the
2008 and 2009 performance thresholds, net income shall be defined in accordance
with US GAAP and reported in the Company’s audited financial statements for each
of 2008 and 2009, plus any amounts that may have been recorded as charges or
liabilities on the 2008 and 2009 audited financial statements, respectively, as
a result of (i) the Private Placement, including without limitation, as a result
of the issuance and/or conversion of the Investor Shares, (ii) the release of
the Escrow Shares to the Magnify Wealth pursuant to the terms of the Escrow
Agreement, (iii) the issuance of ordinary shares held by the sole shareholder of
Magnify Wealth to Mr. Zhu upon the exercise of options granted to Mr. Zhu by
shareholder of Magnify Wealth, as of the date thereof.




21




According
to the Accounting Interpretation and Guidance of the staff of the SEC, the
placement of shares in escrow is viewed as a recapitalization similar to a
reverse stock split. The agreement to release the shares upon achievement of
certain criteria is presumed to be a separate compensatory arrangement with the
Company. Accordingly, when the Escrow Shares are released back to Magnify
Wealth, an expense equal to the amount of the grant-date fair value of $2.26 per
share of the Company’s common stock as of October 31, 2008, or the date of the
Securities Escrow Agreement will be recognized in the Company’s financial
statements in accordance with FASB ASC Topic 718, “Compensation – Stock
Compensation”. Otherwise, if the net income threshold is not met and the Escrow
Shares are released to the investors instead, it will be accounted for as a
capital transaction with the investors resulting in no income or expense being
recognized in the Company’s financial statements.




For the
year ended December 31, 2008, the Company’s net income was $11,701,879 which
achieved 95% of the 2008 performance threshold. All of the Escrow Shares will
continue to be held in escrow and none has yet been released to either Magnify
Wealth or the Investors. As the release of the Escrow Shares requires the
attainment of the performance thresholds for both 2008 and 2009, the Company
will only commence to recognize compensation expense when the Company will be
able to evaluate whether it is probable that the Company will achieve the 2009
performance threshold to provide for the ultimate release of the Escrow Shares
back to Magnify Wealth.  For the nine months ended September 30, 2009,
no compensation expense has been recognized on the make good arrangement. If the
2009 performance threshold is also met and all of the Escrow Shares are released
back to Magnify Wealth, a compensation expense of $15,409,091 will be recognized
in fiscal year 2009.




Common
Stock awarded to Employees by a Majority Shareholder




Pursuant
to a contractual arrangement between Magnify Wealth and Mr. Yang “Roy” Yu, the
Chief Financial Officer (CFO), Mr. Yu is entitled to receive up to 450,000
shares of the Company’s common stock issued to Magnify Wealth in the Share
Exchange. 112,500 of such shares were transferred to Mr. Yu immediately upon
consummation of the Share Exchange. As of September 30, 2009, the remaining
337,500 shares have remained in an escrow account and shall be released to Mr.
Yu in three equal installments of 112,500 shares issuable on the first, second
and third anniversary of the consummation of the Share Exchange.  In
connection with these share-based payments to Mr. Yu, the Company recognized a
compensation expense of $190,688, based on the grant-date fair value of the
Company’s common stock of $2.26 per share, for the nine months ended September
30, 2009.




Options
granted to Independent Directors




On April
14, 2009, the Company granted options to each of its three independent
directors, Mr. Liu Su, Mr. Jonathan P. Serbin and Mr. Robert Bruce, to purchase
20,000 shares of the Company’s common stock at a strike price of $2.20 per
share, in consideration of their services to the Company. These options vest
quarterly at the end of each 3-month period, in equal installments over the
12-month period from the date of grant and will expire 10 years from the date of
grant.  However, upon a change of control of the Company, the options
shall automatically become fully vested and exercisable as of the date of such
change of control.




In
accordance with the guidance provided in ASC Topic 718, Stock Compensation, (formerly
SFAS 123R), the compensation costs associated with these options are recognized,
based on the grant-date fair value of these options of $2.0405 per share, over
the requisite service period, or vesting period. Accordingly the Company
recognized a compensation expense of $61,215 for the nine months ended September
30, 2009.




The
Company estimates the fair value of these options using the Black-Scholes option
pricing model based on the following assumptions:





Date
      of grant:
            April
      14, 2009Estimated
      fair value of common stock on date of grant:
            $3.813Exercise
      price of the options:
            $2.20Expected
      life of the options (years):
            5.92Dividend
      yield:
            -Expected
      volatility:
            30.16%Risk-free
      interest rate:
            1.97%




22




Before
September 4, 2009, the Company’s common stock had not been publicly traded. The
Company has determined the fair value of its common stock as of April 14, 2009
based on retrospective valuations prepared consistent with the methods outlined
in the American Institute of Certified Public Accountants Practice Aids, “Valuation of Privately-Held Company
Equity Securities Issued as Compensation” and based on a discounted
future cash flow approach that used the Company’s estimates of revenue, driven
by assumed market growth rates, and estimated costs as well as appropriate
discount rates. In accordance with ASC 718-10-30-2 (formerly SFAS No. 123R,
“Accounting for Stock-Based
Compensation”), the Company identified five similar public entities for
which share and option price information was available, and considered the
historical volatilities of those public entities’ share prices in calculating
the expected volatility appropriate to the Company (i.e. the calculated value).
The expected life of the options is estimated based on the assumption that the
options will be exercised during the first half of the option contractual life.
It is not necessarily indicative of the actual exercise patterns that may occur.
The risk-free rate of return reflects the interest rate for United States
Treasury Note with similar time-to-maturity to that of the options.




Options
issued and outstanding at September 30, 2009 and their movements during the
period are as follows:


Options
      Outstanding
            
            
            Options
      ExercisableNumber of underlying
      shares
            
            
            Weighted Average Exercise
      Price
            
            
            Average RemainingContractual Life
      (years)
            
            
            Number of underlying
      shares
            
            
            Weighted Average Exercise
      Price
            
            
            Average Remaining Contractual Life
      (years)Balance, December 31,
      2008
            
            
            -
            
            
            
            
            
            
            
            
            
            -Granted /
      Vested
            
            
            60,000
            
            
            $
            2.20
            
            
            
            10.00
            
            
            
            20,000
            
            
            $
            2.20
            
            
            
            10.00Forfeited
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Exercised
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Balance, September 30, 2009
      (Unaudited)
            
            
            60,000
            
            
            $
            2.20
            
            
            
            9.42
            
            
            
            20,000
            
            
            $
            2.20
            
            
            
            9.42




NOTE
17                      OTHER
INCOME


For the Three
      Months
            
            
            For
      the Nine MonthsEndedSeptember30,
            
            
            Ended
      September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Unaudited
            
            
            Unaudited
            
            
            Unaudited
            
            
            UnauditedGain on sales of
    scraps
            
            $
            -
            
            
            $
            -
            
            
            $
            500,753
            
            
            $
            -Sundry
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (5,683
            )$
            -
            
            
            $
            -
            
            
            $
            500,753
            
            
            $
            (5,683
            )





NOTE
18 − INCOME TAXES




The PRC
subsidiaries within the Group are subject to PRC income taxes on an entity basis
on income arising in or derived from the tax jurisdiction in which they operate,
i.e. the PRC.  In accordance with the relevant tax laws in the PRC,
the Company’s subsidiary, Danyang Lihua, was subject to an enterprise income tax
(“EIT”) rate of 24% on its taxable income for periods before January 1, 2008
because it is located in an economic development zone.  Furthermore,
Danyang Lihua is a production-based foreign investment enterprise and was
granted an EIT holiday for the two years ended December 31, 2006 and 2005 and a
50% reduction on the EIT rate for the three years ended December 31, 2007, 2008
and 2009.




On March
16, 2007, the PRC government promulgated a new tax law, China’s Unified
Enterprise Income Tax Law (“New EIT Law”), which took effect from January 1,
2008. Under the New EIT Law, foreign-owned enterprises as well as domestic
companies are subject to a uniform tax rate of 25%. The New EIT Law provides for
a five-year transition period from its effective date for those enterprises
which were established before the promulgation date of the New EIT Law and which
were entitled to a preferential EIT treatment. Accordingly, Danyang Lihua has
continued to be entitled to the 50% reduction on its EIT rate for the two years
ended December 31, 2008 and 2009.




23




The
Company’s provision for income taxes consisted of:




For the three
      months
            
            
            For
      the nine monthsEndedSeptember30,
            
            
            Ended
      September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Unaudited
            
            
            Unaudited
            
            
            Unaudited
            
            
            UnauditedCurrent–PRC
            
            $
            1,425,505
            
            
            $
            546,985
            
            
            $
            3,738,024
            
            
            $
            1,411,131Deferred
            
            
            -
            
            
            
            -
            
            
            
            23,403
            
            
            
            -$
            1,425,505
            
            
            $
            546,985
            
            
            $
            3,761,427
            
            
            $
            1,411,131





NOTE
19 − EARNINGS PER SHARE




All per
share data including earnings per share (EPS) has been retroactively restated to
reflect the reverse acquisition on October 31, 2008 whereby the 14,025,000
shares of common stock issued by the Company (nominal acquirer) to the
shareholder of Ally Profit (nominal acquiree) are deemed to be the number of
shares outstanding for the period prior to the reverse acquisition. For the
period after the reverse acquisition, the number of shares considered to be
outstanding is the actual number of shares outstanding during that
period.




The
following table is a reconciliation of the net income and the weighted average
shares used in the computation of basic and diluted earnings per share for the
periods presented:


For
      the three months
            
            
            For
      the nine monthsEndedSeptember30,
            
            
            Ended
      September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Unaudited
            
            
            Unaudited
            
            
            Unaudited
            
            
            UnauditedIncome
      (loss) available to common shareholders:-
      Basic
            
            $
            (1,336,448
            )
            
            
            3,839,288
            
            
            
            9,509,427
            
            
            
            9,762,606-
      Diluted
            
            $
            (1,336,448
            )
            
            
            3,839,288
            
            
            
            9,509,427
            
            
            
            9,762,606Weighted
      average number of shares:-
      Basic
            
            
            17,081,324
            
            
            
            14,025,000
            
            
            
            15,701,399
            
            
            
            14,025,000-
      Dilutive impact of outstanding warrants
            
            
            -
            
            
            
            -
            
            
            
            1,110,577
            
            
            
            --
      Diluted
            
            
            17,081,324
            
            
            
            14,025,000
            
            
            
            16,811,976
            
            
            
            14,025,000Net
      income (loss) per share-
      Basic
            
            $
            (0.08
            )
            
            $
            0.27
            
            
            $
            0.61
            
            
            $
            0.70-
      Diluted
            
            $
            (0.08
            )
            
            $
            0.27
            
            
            $
            0.57
            
            
            $
            0.70




Due to
the net loss for the three months ended September 30, 2009, the weighted average
number of shares for basic EPS was not increased by any effect of warrants in
the calculations of diluted EPS as the impact would have been
anti-dilutive.




24




NOTE
20 −RELATED PARTY TRANSACTIONS




Sales




For the
nine months ended September 30, 2009 and 2008, the Company’s sales included
$169,865 and $361,169, respectively that were made to Tianyi Telecom and Jiangsu
Dongya Electronic Co., Ltd.  Tianyi Telecom is owned by the brother of
Ms. Yaying Wang, our Chief Operational Officer and director and wife of the
Company’s CEO.




Guarantees




AtSeptember30, 2009,Tianyi Telecom provided
guarantees for the Company’s short-term bank loans of $4,393,030(see Note 13
above).




NOTE
21 −CONCENTRATION OF RISKS




Credit
risk




As of
September 30, 2009 and December 31, 2008, 100% of the Company’s cash included
cash on hand and deposits in accounts maintained within the PRC where there is
currently no rule or regulation in place for obligatory insurance to cover bank
deposits in the event of bank failure. However, the Company has not experienced
any losses in such accounts and believes it is not exposed to any significant
risks on its cash in bank accounts.




For the
nine months ended September 30, 2009 and 2008, all of the Company’s sales arose
in the PRC.  In addition, all accounts receivable as of September 30,
2009 and December 31, 2008 were due from customers located in the
PRC.




There was
no single customer who accounted for more than 10% of the accounts receivable of
the Company as of September 30, 2009.  As of December 31, 2008, there
was one customer who accounted for 14.4% of the accounts receivable of the
Company.  Except for the afore-mentioned, there was no other single
customer who accounted for more than 10% of the Company’s accounts receivable as
of December 31, 2008. There was no single customer who constituted more than 10%
of the Company’s revenue for the nine months ended September 30, 2009 or
2008.




Risk
arising from operations in foreign countries




Substantially
all of the Company’s operations are conducted in China. The Company’s operations
are subject to various political, economic, and other risks and uncertainties
inherent in China. Among other risks, the Company’s operations are subject to
the risks of restrictions on transfer of funds; export duties, quotas, and
embargoes; domestic and international customs and tariffs; changing taxation
policies; foreign exchange restrictions; and political conditions and
governmental regulations.




NOTE
22 −COMMITMENTS AND CONTINGENCIES




Capital
commitment




September
      30, 2009(Unaudited)Contracted
      but not provided for:Purchase
      of machinery - within one year
            
            $
            163,800Acquisition
      or construction of buildings – within one year
            
            
            897,647$
            1,061,447




25




Agreements
in Conjunction with the Private Placement




Escrow Agreements:  In conjunction with the Private Placement as discussed in
Note 15, the Company entered into an escrow agreement with the Investors (the
“Closing Escrow Agreement”), pursuant to which the Investors deposited the funds
in the aggregate amount of $15,000,000 for the purchase and sale of the Investor
Shares (the “Escrowed Funds”) into an escrow account which was disbursed at the
closing of the Private Placement. Pursuant to the Closing Escrow Agreement,
$1,000,000 of the Escrowed Funds were not released from the escrow account (the
“Held Back Escrow Funds”) until the escrow agent received written notice that
the Company had caused Lihua Copper to fulfill one hundred percent of its
registered capital obligation of $15,000,000 no later than 90 days from the
closing date, as well as comply with other covenants. Before December 31, 2008,
the registered capital of $15,000,000 of Lihua Copper was fully paid up, as
certified and approved by the relevant PRC business authority.




Additionally,
the Company entered into a public relations escrow agreement with the Investors
(the “Public Relations Escrow Agreement”), pursuant to which the Company agreed
to deposit $750,000 in an escrow account (the “Public Relations Escrowed
Funds”).
$125,000 from the Public Relations Escrowed Funds shall be released when the
Company appoint a Vice President of Investor Relations, an additional $250,000
shall be released once the Company has complied with all Nasdaq Corporate
Governance standards, and the remaining $375,000 shall be released as invoices
become due for the purpose of any investor and public relations activities. As
negotiated with Vision Opportunity China L.P. (“Vision”), the lead investor in
the Private Placement who wishes to ensure that quality firms handle certain
affairs of the Company, if the Company fails to timely comply with the foregoing
obligations, or fail to fulfill a request to change the Company’s auditor upon
such request by any holder of five percent of our Common Stock in the aggregate
on a fully diluted basis, or fail to hire an internal control consultant
acceptable to Vision within three months of the Closing Date,  the
Company will pay liquidated damages of 0.5% of the aggregate purchase price paid
by for the Investor Shares on the expiration date to comply with such covenant
and for each 30 day period thereafter, up to 10% of the aggregate purchase
price, which the Investors may require that the Company pay from the Public
Relations Escrowed Funds. In the event such liquidated payments are made, the
Company shall return an amount equal to the amount of liquidated damages paid,
back into the Public Relations Escrow Funds.




On
February 11, 2009, the parties to the Escrow Agreement entered into a First
Supplement to the Escrow Agreement pursuant to which it was agreed (i) to
release $800,000 of the Held Back Escrow Funds to the Company for having
complied with all of the Held Back Release Conditions within 90 days of the
Closing Date, and (ii) to hold $200,000 of the Held Back Escrow Funds to cover
any contingent liabilities relating to unpaid employee social insurance and
housing payments from periods prior to 2009. The $200,000 is to be held in
escrow until June 30, 2010 to cover any claims from employees relating to the
unpaid costs. $800,000 was released from escrow to the Company on March 4,
2009.




Pursuant
to the Private Placement, the Company also has an obligation to have its shares
of Common Stock listed on a national securities exchange no later than October
31, 2009 (the “Listing Date”). In the event that the Company does not list on a
national securities exchange in the proscribed time period and manner provided
for in the Purchase Agreement, then the Ally Profit Shareholder shall transfer
750,000 shares (the “Listing Penalty Shares”) of Common Stock to the Investors,
with no additional consideration due from the Investors. However, if the Company
is requested by certain Investors to have its shares of Common stock quoted on
the Over-the-Counter Bulletin Board (“OTCBB Demand”) prior to the Listing Date,
the Company shall do so and then the Company will have an additional 18 months
to list on a national securities exchange. If the Company fails to comply with
the OTCBB Demand in a timely manner or, to then list on a national securities
exchange within the 18-month period, the Listing Penalty Shares shall be
transferred to the Investors.




The
Company’s contingent obligations to pay liquidated damages under the Closing
Escrow Agreement, Public Relations Escrow Agreement and the Securities Purchase
Agreement, and to deliver Listing Penalty Shares will be recognized and measured
separately in accordance with guidance provided in ASC Topic 450, Contingencies, (formerly SFAS
5, “Accounting for Contingencies”), and ASC 450-20 (formerly FASB Interpretation
No. 14, “Reasonable Estimation of the Amount of a Loss”).  Any loss
recognized on a probable delivery of Listing Penalty Shares will be measured
based on the grant-date fair value of the shares as of October 31, 2008, or the
date of the Securities Purchase Agreement between the Company and certain
investors.  On September 4, 2009, the Company’s common stock began
trading on the NASDAQ Capital Market under the symbol LIWA.  Hence,
the Company believes that it has fulfilled its obligations under the agreements
in conjunction with the Private Placement up to September 30, 2009 and no
liquidated damages have been accrued.




26




NOTE
23 – SEGMENT DATA AND RELATED INFORMATION




The
Company operates in one business segment, manufacturing and sale of copper clad
aluminum (CCA) superfine wire produced from refined copper materials. The
Company also operates only in one geographical segment – China, as all of the
Company’s products are sold to customers located in China and the Company’s
manufacturing operations are located in China.




The
Company’s major product categories are (1) CCA, which is an electrical conductor
consisting of an outer sleeve of copper that is metallurgically bonded to a
solid aluminum core, and (2) refined copper produced from scrap copper and used
to manufacture copper rod, raw wire, cable and magnet wire. The manufacturing of
refined copper was launched in the first quarter of 2009.




Management
evaluates performance based on several factors, of which net revenue and gross
profit by product are the primary financial measures:




For
      the three months
            
            
            For
      the nine monthsEndedSeptember30,
            
            
            Ended
      September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008(Unaudited)
            
            
            (Unaudited)
            
            
            (Unaudited)
            
            
            (Unaudited0Net
      revenue from unaffiliated customers:CCA
      and Copper wire
            
            $
            26,328,851
            
            
            $
            14,310,692
            
            
            $
            68,819,526
            
            
            $
            39,037,047Refined
      copper rod
            
            
            14,584,497
            
            
            
            -
            
            
            
            41,460,010
            
            
            
            -$
            40,913,348
            
            
            $
            14,310,692
            
            
            $
            110,279,536
            
            
            $
            39,037,047Gross
      profit:CCA
      and Copper wire
            
            $
            8,224,862
            
            
            $
            5,180,319
            
            
            $
            21,320,208
            
            
            $
            12,888,233Refined
      copper  rod
            
            
            1,533,248
            
            
            
            -
            
            
            
            4,032,528
            
            
            
            -$
            9,758,110
            
            
            $
            5,180,319
            
            
            $
            25,352,736
            
            
            $
            12,888,233




NOTE
24 – SUBSEQUENT EVENTS




The
Company has evaluated events subsequent to the balance sheet date through
November 16, 2009, which represents the issue date of these financial
statements.




Item.
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
      OPERATIONS




FORWARD-LOOKING
STATEMENTS




This
quarterly report on Form 10-Q and other reports filed by the Company from time
to time with the Securities and Exchange Commission (collectively the “Filings”)
contain or may contain forward-looking statements and information that are based
upon beliefs of, and information currently available to, the Company’s
management as well as estimates and assumptions made by Company’s management.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which are only predictions and speak only as of the date hereof.
When used in the filings, the words “anticipate”, “believe”, “estimate”,
“expect”, “future”, “intend”, “plan”, or the negative of these terms and similar
expressions as they relate to the Company or the Company’s management identify
forward-looking statements. Such statements reflect the current view of the
Company with respect to future events and are subject to risks, uncertainties,
assumptions, and other factors, including the risks contained in the “Risk
Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 filed with the Securities and Exchange Commission,
relating to the Company’s industry, the Company’s operations and results of
operations, and any businesses that the Company may acquire. Should one or more
of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended, or planned.




27




Although
the Company believes that the expectations reflected in the forward-looking
statements are reasonable, the Company cannot guarantee future results, levels
of activity, performance, or achievements. Except as required by applicable law,
including the securities laws of the United States, the Company does not intend
to update any of the forward-looking statements to conform these statements to
actual results.




Our
financial statements are prepared in accordance with accounting principles
generally accepted in the United States (“GAAP”). These accounting principles
require us to make certain estimates, judgments and assumptions. We believe that
the estimates, judgments and assumptions upon which we rely are reasonable based
upon information available to us at the time that these estimates, judgments and
assumptions are made. These estimates, judgments and assumptions can affect the
reported amounts of assets and liabilities as of the date of the financial
statements as well as the reported amounts of revenues and expenses during the
periods presented. Our financial statements would be affected to the extent
there are material differences between these estimates and actual results. In
many cases, the accounting treatment of a particular transaction is specifically
dictated by GAAP and does not require management’s judgment in its application.
There are also areas in which management’s judgment in selecting any available
alternative would not produce a materially different result.  The
following discussion should be read in conjunction with our consolidated
financial statements and notes thereto appearing elsewhere in this
report.




OVERVIEW




We are
principally engaged in the production of copper replacement cable and wire
products which include CCA wire and wire produced from refined scrap
copper.




We are
currently one of the leading CCA superfine wire producers in China. Furthermore,
we believe we were among one of the first manufacturers which commercialized CCA
superfine wire production in China. Currently we have three different CCA
products: CCA fine wire, CCA magnet wire and CCA tin plated wire. CCA fine wire
is the raw material for CCA magnet wire and CCA tin plated wire.  In
the case of CCA magnet wire, we coat the CCA fine wire with a special magnetic
coating, while in the case of CCA tin plated wire, we plate the CCA fine wire
with a very thin layer of tin.  In this way, we add additional value
when we take our CCA fine wire, which we have drawn down from much larger
diameter CCA, and further process it to produce CCA magnet wire and CCA tin
plated wire. Due to this additional value added processing, CCA magnet wire and
CCA tin plated wire have higher market prices and higher gross margins than
plain CCA fine wire.




We have
experienced substantial growth in recent years.  Our aggregate annual
CCA wire production capacity (including the three types of CCA wire noted above)
increased from 2,200 tons per annum in fiscal 2006 to a production capacity of
7,200 tons per annum as of September 30, 2009. We sold 2,009, 4,065, 5,966 and
4,376 tons of CCA wire during the 2006, 2007, 2008 and nine months ended
September 30, 2009, respectively. We plan to increase our annual CCA
production capacity to 7,500 tons by the end of 2009. Our output capacity is
determined by the type and width of wire our customers demand. Our current
capacity of 7,200 tons is an estimate of our capacity for CCA wire of average
diameter.




We
introduced a new production process and product line in the first quarter of
2009.  This new line of business involves the fire refining of bulk
recycled copper into high purity, low oxygen content copper rods (also known as
fire-refined high-conductivity rods).  We then either sell these large
diameter (8mm) copper rods into a range of markets, or we further process these
rods into much smaller diameter (e.g., 0.04 mm) copper wire (also known as
“superfine” copper wire). We believe this recycled superfine copper wire is
generally a more cost effective product for our customers, compared to wire
manufactured from newly mined copper, particularly when copper prices surge or
remain high.   We believe that our pricing advantage can be
maintained regardless of fluctuations in the commodity price of
copper.  As of September 30, 2009, our copper refinery capacity was
approximately 25,000 tons of copper rods per annum, of which approximately
18,000 tons can be further processed into copper wire. During the nine months
ended September 30, 2009, we sold 5,761 tons of copper wire and 8,032 tons of
copper rods. During the three months ended September 30, 2009, we sold 1,417
tons of CCA wire, 2,159 tons of copper wire and 2,473 tons of copper
rods.




28




We have
expanded our business from the CCA superfine wire segment into the recycled
copper rod and wire business because we believe that the recycled copper rod and
wire segment offers us the ability to grow more rapidly and to utilize equipment
and technology that we possess related to drawing fine wire from larger diameter
rod or wire.  We believe that both the CCA superfine wire and the
copper rod and wire segments are growing markets and offer us substantial
opportunity to increase our sales in the future.  In absolute terms,
the copper rod and copper wire markets are much larger than the CCA superfine
wire market.  While the copper rod and copper wire markets generally
carry lower gross margins than our higher value-added CCA fine wire products,
the potential absolute dollar value of the margin available to us from the
copper rod and wire markets are greater than those available from the CCA fine
wire market.  We anticipate that we will continue to expand production
capacity in both of our segments, but that the majority of this investment and
resulting planned growth in sales volume will occur in the copper rod and fine
wire segment.




Our sales
and net income have increased substantially during the last three years. We
generated sales of $15.7 million, $32.5 million and $50.0 million for the years
ended December 31, 2006, 2007 and 2008, respectively. We achieved net income of
$4.5 million $7.7 million and $11.7 million for the years ended December 31,
2006, 2007 and 2008, respectively.  During the nine months ended
September 30, 2009, we achieved revenue of $110.3 million and net income of $9.5
million, an increase of 182.5% and a decrease of 2.0%, respectively from the
same period last year. The year-over-year decrease in net income for the nine
months ended September 30, 2009 was due to a non-cash charge of $8.4 million,
which resulted from the change in the fair value of the warrants issued to
investors in conjunction with the Company’s issuance of convertible Preferred
Stock in October 2008. Excluding the impact of this non-cash charge, net income
for the nine months ended September 30, 2009 was $17.9 million, up 83.8% from
the same period last year.




We sell
our products primarily in China, either through distributors or directly to
users, including distributors in the wire and cable industries and manufacturers
in the consumer electronics, white goods, automotive, utility,
telecommunications and specialty cable industries.




Significant
Factors Affecting Our Results of Operations




The most
significant factors that affect our financial condition and results of
operations are:


·
            economic
      conditions in China;


·
            the
      market price for copper;


·
            demand
      for, and market acceptance of, copper replacement
  products;


·
            production
      capacity;


·
            supply
      and costs of principal raw materials;
and


·
            product
      mix and implications on gross
margins.




Economic
conditions in China




We
operate our manufacturing facilities in China and derive the majority of our
revenues from sales to customers in China. As such, economic conditions in China
will affect virtually all aspects of our operations, including the demand for
our products, the availability and prices of our raw materials and our other
expenses. China has experienced significant economic growth, achieving a CAGR of
11% in gross domestic product from 1996 through 2007. Domestic demand for and
consumption of copper and CCA products has increased substantially as a result
of this growth. We believe that economic conditions in China will continue to
affect our business and results of operations.




Copper
prices




Generally
the price of our products is set at a certain discount to local retail copper
prices, and we believe our products replace or supplement copper. For these
reasons, our products are affected by the market price, demand and supply of
copper.




29




We price
our recycled copper and CCA wire products based on the market price for
materials plus a fixed mark-up, which is essentially our gross profit. Despite
the implications of copper price volatility on our gross and net profit margins
in percentage terms, during the past three years the markup, or our gross and
net profit in absolute dollar terms, has not been materially affected by the
change of copper prices. Shanghai Changjiang Commodity Market, one of the major
metal trading markets in China, publishes the copper trading prices twice daily.
These prices typically set the range for the prices of our materials as well as
finished products, and are generally followed by all industry
participants.




Production
capacity




In order
to capture the market opportunity for our products, we have expanded, and plan
to continue to expand, our production capacity. Increased capacity has had, and
could continue to have, a significant effect on our results of operations, by
allowing us to produce and sell more products to generate higher revenues and
net income.




Supply
and costs of principal raw materials




Our
ability to manage our operating costs depends significantly on our ability to
secure affordable and reliable supplies of raw materials. We have been able to
secure a sufficient supply of raw materials, which primarily consist of CCA raw
material wire and scrap copper.




The price
of our primary raw materials varies with reference to copper prices, and changes
in copper price affect our cost of sales.  However, we are able to
price our copper and CCA products based on our material procurement costs plus a
fixed mark-up, which is essentially our gross profit.  Therefore,
despite the implications of copper price movement on our gross and net profit
margin figures, during the past three years the mark-up, or our gross and net
profit in absolute dollars, have not been materially affected by the change in
copper prices.




Product
mix and effect on gross margins




Our gross
margin is also affected by our product mix. We produce and sell products
according to customer orders.  CCA magnet wire and CCA tin plated wire
are final products from which we will derive the highest production markup, or
gross profit,.  We also generate a significant portion of revenue from
selling semi-finished products such as CCA raw wire at a lower production cost
markup, or gross profit.




The
launch of our scrap copper refinery business has changed our product mix and
gross margins.  Generally, copper rod contributes a lower gross profit
margin compared to finished wire products.  We are still at an early
development stage of this new business segment, and our copper rod production
capacity exceeds our copper wire drawing capacity.  Therefore, we
currently must sell a percentage of our copper rod production into the open
market on an unimproved basis, at lower profit margins.  However, we
expect a gradual ramping up of our wire production facilities and thus we will
likely be able to utilize a substantial proportion of our copper rod production
capacity as raw material for our copper wire production. As a result, we expect
to sell more copper wire at higher profit margins than copper rod over
time.




PRINCIPAL
INCOME STATEMENT COMPONENTS




Sales




Our sales
are derived from our sales of CCA wire, copper rod and wire produced from
refined scrap copper, net of value-added taxes.




The most
significant factors that affect our sales are shipment volume and average
selling prices.




Our
collection practices generally consist of cash payment on delivery. However, we
also extend credit for 30 days to 60 days to certain of our established
customers.




30




Cost
of sales




Our cost
of sales primarily consists of direct material costs, and, to a lesser extent,
direct labor costs and manufacturing overhead costs. Direct material costs
generally accounted for the majority of our cost of sales.




Gross
Profit




Our gross
profit is affected primarily by the cost of raw materials, which is defined with
reference to the cost of copper.  We are also able to price our
products based on the market price for materials plus a fixed mark-up, which is
essentially our gross profit.  Despite the implications of copper
price volatility on our gross and net profit margins, in percentage terms during
the 2006, 2007, 2008 and nine months ended September 30, 2009, the mark-up, or
our gross and net profit in absolute dollar terms, have increased with our
growing scale of production.




Operating
expenses




Our
operating expenses consist of selling, general and administrative expenses, and
research and development expenses.




Selling,
general and administrative expenses




Our
selling, general and administrative expenses include salaries, shipping
expenses, and traveling expenses for our sales personnel, administrative staff
costs and other benefits, depreciation of office equipment, professional service
fees and other miscellaneous expenses related to our administrative corporate
activities.




Our sales
activities are conducted through direct selling by our internal sales
staff.  Because of the strong demand for our products, we have not had
to start to aggressively market and distribute our products, and our selling
expenses have been relatively small as a percentage of our
revenues.




We
anticipate that our selling, general and administrative expenses will increase
with the anticipated growth of our business and continued upgrades to our
information technology infrastructure. We expect that our selling, general and
administrative expenses will also increase as a result of compliance,
investor-relations and other expenses associated with being a publicly listed
company.




Other
income




Other
income includes interest income, interest expense, merger costs, foreign
currency translation adjustments, and other income.




Our
interest expense consisted of expenses related to our short term bank
borrowings.  We expense all interest as it is incurred.




Change
in fair value of warrants




The fair
value of the Company’s issued and outstanding Series A Warrants to purchase
1,500,000 shares of Common Stock, and Series B Warrants to purchase 500,000
shares of Common Stock, increased to $10,682,505 as of September 30, 2009. As
such, the Company recognized a $8,375,817 loss, which is a non-cash charge from
the change in fair value of these warrants for the nine months ended September
30, 2009.




Other




The other
income was generated as a gain on sales of scrap raw materials during the nine
months ended September 30, 2009.




31




Income
taxes




Under the
current laws of the Cayman Islands and British Virgin Islands, we are not
subject to any income or capital gains tax, and dividend payments we make are
not subject to any withholding tax in the Cayman Islands or British Virgin
Islands. Under the current laws of Hong Kong, we are not subject to any income
or capital gains tax and dividend payments we make are not subject to any
withholding tax in Hong Kong.




Our two
operating subsidiaries are governed by the PRC income tax laws and are subject
to the PRC enterprise income tax (“EIT”).  Each of the two entities
files its own separate tax return.  According to the relevant laws and
regulations in the PRC, foreign invested enterprises established prior to
January 1, 2008 were entitled to full exemption from income tax for two years
beginning from the first year when enterprises become profitable and have
accumulative profits and a 50% income tax reduction for the subsequent three
years.  Being converted into a sino-foreign joint equity enterprise in
2005, Lihua Electron was thus entitled to the EIT exemption in 2005 and 2006,
and has been subject to the 50% income tax reduction for the period from 2007 to
2009.  Set out in the following table are the EIT rates for our two
PRC Operating Companies from 2006 to 2011:




2006
            
            
            2007
            
            
            2008
            
            
            2009
            
            
            2010
            
            
            2011Lihua
      Electron
            
            
            –
            
            
            
            12
            %
            
            
            12.50
            %
            
            
            12.50
            %
            
            
            25
            %
            
            
            25
            %Lihua
      Copper
            
            
            –
            
            
            
            25
            %
            
            
            25
            %
            
            
            25
            %
            
            
            25
            %
            
            
            25
            %




RESULTS
OF OPERATIONS




THREE
MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30,
2008




Sales




Our
business for the three months ended September 30, 2009 continued to demonstrate
robust growth.  Net sales increased by 185.9% from $14.3 million to
$40.9 million compared to the same period in 2008. This growth was primarily
driven by strong market demand in our CCA and copper wire products and was
offset by a decline of the average selling price (measured on a per-ton sold
basis).  Our average selling price declined with the addition of
lower-price copper rod in the mix.  In the three month period ended
September 30, 2008 we did not sell any copper rod or wire – 100% of our sales
volume was comprised of CCA wire.  In the three month period ended
September 30, 2009, the majority of our sales volume was comprised of copper rod
and copper wire.  Please see the table below for more detail regarding
the product sales breakdown by specific category.




Cost
of Sales and Gross Margin




The
following table sets forth our cost of sales and gross profit, both in amounts
and as a percentage of total sales for the three months ended September 30, 2009
and 2008:




Three
      months ended September 30,
            
            
            Growth
      in three months ended September 30, 2009 compared to three months ended
      September 30, 20082009
            
            
            2008In
      thousands, except for percentage
            
            US$
            
            
            %
      of Sales
            
            
            US$
            
            
            %
      of Sales
            
            
            %Total
      Sales
            
            $
            40,913
            
            
            
            100.0
            %
            
            $
            14,311
            
            
            
            100.0
            %
            
            
            185.9
            %Total
      cost of sales
            
            
            (31,155
            )
            
            
            (76.1
            )%
            
            
            (9,130
            )
            
            
            (63.8
            )%
            
            
            241.2
            %Gross
      Profit
            
            $
            9,758
            
            
            
            23.9
            %
            
            $
            5,180
            
            
            
            36.2
            %
            
            
            88.4
            %




32




Total
cost of sales for the three months ended September 30, 2009 was $31.2 Million,
reflecting an increase of 241.2% from the same period last year. As a percentage
of total sales, our cost of sales increased to 76.1% of total sales for the
three months ended September 30, 2009, compared to 63.8% of total sales in the
same period last year. Consequently, gross margin as a percentage of total sales
decreased to 23.9% in the three months ended September 30, 2009 from 36.2% for
the same period last year, principally due to the production of refined copper
products, which have a lower margin compared to our CCA products,.




Gross
profit for the three months ended September 30, 2009 was $9.8 million, up 88.4%
from gross profit of $5.2 million for the same period in 2008.




Selling,
General and Administrative Expenses




The
following table sets forth operating expenses and income from operations both in
amounts and as a percentage of total sales for Selling, General and
Administrative Expenses for the three months ended September 30, 2009 and
2008:




Three months ended September 30,
            
            
            Growth in
      three months ended September 30, 2009 compared to three months ended
      September 30, 20082009
            
            
            2008In
      thousands, except for percentage
            
            US$
            
            
            %
      of Sales
            
            
            US$
            
            
            %
      of Sales
            
            
            %Gross
      profit
            
            $
            9,758
            
            
            
            23.9
            
            
            $
            5,180
            
            
            
            36.2
            
            
            
            88.4Operating
      Expenses:Selling
      expenses
            
            
            (452
            )
            
            
            (1.1
            )
            
            
            (312
            )
            
            
            (2.2
            )
            
            
            44.5General
      & administrative expenses
            
            
            (1,185
            )
            
            
            (2.9
            )
            
            
            (328
            )
            
            
            (2.3
            )
            
            
            261.5Total
      operating expense
            
            
            (1,637
            )
            
            
            (4.0
            )
            
            
            (640
            )
            
            
            (4.5
            )
            
            
            155.6Income
      from operations
            
            $
            8,121
            
            
            
            19.9
            
            
            $
            4,540
            
            
            
            31.7
            
            
            
            78.9




Total
selling, general and administrative expenses were $1,637,000 for the three
months ended September 30, 2009, compared to $640,000 for the same period last
year, and increase of 155.6%.




Selling
expenses were $452,000 in the three months ended September 30, 2009, an increase
of 44.5% compared to the same period last year. The increase was attributable
to:


·
            Increased
      costs related to product distribution and insurance as a result of
      expanded business volume; and


·
            Increased
      staffing costs as we continued to expand the sales force during the
      period,




General
& administrative expenses were $1,185,000 in the three months ended
September 30, 2009, an increase of 261.5% compared to the same period last
year. Factors which caused this increase were higher administrative and
professional fees associated with the Company being a public reporting company
and our expanded scale of operations.




Interest
Expense




Interest
expense was $62,796 for the three months ended September 30, 2009, compared to
$171,880 for the same period last year. The decrease was mainly due to the
repayment of short term bank loans which were used for working capital
purposes.




33




Income
tax




For the
three months ended September 30, 2009, income tax expense was $1,425,505,
reflecting an effective tax rate of 16.5% from operation.  The effective
tax rate for the same period was 12.5%.




In 2008
and 2009, Lihua Electron was subject to an EIT rate of 12.5%, and Lihua Copper
was subject to an EIT rate of 25%.




Net
Income




Net
income for the three months ended September 30, 2009 was $1.3 million loss,
or -3.3% of net revenue, compared to $3.8 million, or 26.8% of net revenue,
in the same period in 2008. The decrease of the net income for the three months
ended September 30, 2009 was impacted by a $8.0 million non-cash charge as a
result of the change of the fair value of the warrants issued to investors in
conjunction with the Company’s issuance of convertible Preferred Stock in
October 2008. Excluding the impact of this non-cash charge, net income for the
three month ended September 30, 2009 was $6.7 million, up 74.4% from the same
period last year.




Foreign
Currency Translation Gains




During
the three months ended September 30, 2009, the RMB rose slightly against the US
dollar, and we recognized a foreign currency translation gain of
$17,296.




NINE
MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2008




Sales




For the
nine months ended September 30, 2009, our net sales were $110.3 million,
representing an increase of $71.2 million or 182.5% compared to the nine months
ended September 30, 2008. This increase was primarily due to our new facility
for superfine copper wire as well as copper rod produced from refined copper
materials, which started operation at the beginning of March and increased sales
volume of CCA wire as driven by strong market demand, facilitated by the
increase in our wire production capacity. In the nine month period ended
September 30, 2008 we did not sell any copper rod or wire – 100% of our sales
volume was comprised of CCA wire.  In the nine month period ended
September 30, 2009, the majority of our sales volume was comprised of copper rod
and copper wire.




Cost
of Sales and Gross Margin




The
following table sets forth our cost of sales and gross profit, both in amounts
and as a percentage of total sales for the nine months ended September 30, 2009
and 2008:




Nine
      months ended September 30,
            
            
            Growth
      in nine months ended September 30, 2009 compared to nine months ended
      September 30, 20082009
            
            
            2008In
      thousands, except for percentage
            
            US$
            
            
            %
      of Sales
            
            
            US$
            
            
            %
      of Sales
            
            
            %Total
      Sales
            
            $
            110,280
            
            
            
            100.0
            %
            
            $
            39,037
            
            
            
            100.0
            %
            
            
            182.5
            %Total
      cost of sales
            
            
            (84,927
            )
            
            
            (77.0
            )%
            
            
            (26,149
            )
            
            
            (67.0
            )%
            
            
            224.8
            %Gross
      Profit
            
            $
            25,353
            
            
            
            23.0
            %
            
            $
            12,888
            
            
            
            33.0
            %
            
            
            96.7
            %




34




Total
cost of sales for the nine months ended September 30, 2009 was $84.9 million,
reflecting an increase of 224.8% from the same period last year. As a percentage
of total sales, our cost of sales increased to 77.0% of total sales for the nine
months ended September 30, 2009, compared to 67.0% of total sales in the same
period last year. Consequently, gross margin as a percentage of total sales
decreased to 23.0% in the nine months ended September 30, 2009 from 33.0% for
the same period last year, principally due to the production of refined copper
products, which have a lower margin compared to our CCA products,.




Selling,
General and Administrative Expenses




The
following table sets forth operating expenses and income from operations both in
amounts and as a percentage of total sales for Selling, General and
Administrative Expenses for the nine months ended September 30, 2009 and
2008:




Nine months ended September 30,
            
            
            Growth in
      nine months ended September 30, 2009 compared to nine months ended
      September 30, 20082009
            
            
            2008In
      thousands, except for percentage
            
            US$
            
            
            %
      of Sales
            
            
            US$
            
            
            %
      of Sales
            
            
            %Gross
      profit
            
            $
            25,353
            
            
            
            23.0
            %
            
            $
            12,888
            
            
            
            33.0
            %
            
            
            96.7
            %Operating
      Expenses:Selling
      expenses
            
            
            (1,242
            )
            
            
            (1.1
            )%
            
            
            (566
            )
            
            
            (1.5
            )%
            
            
            119.4
            %General
      & administrative expenses
            
            
            (2,820
            )
            
            
            (2.6
            )%
            
            
            (818
            )
            
            
            (2.1
            )%
            
            
            244.8
            %Total
      operating expense
            
            
            (4,062
            )
            
            
            (3.7
            )%
            
            
            (1,384
            )
            
            
            (3.6
            )%
            
            
            193.5
            %Income
      from operations
            
            $
            21,291
            
            
            
            19.3
            
            
            $
            11,504
            
            
            
            29.4
            %
            
            
            85.1
            %




Total
selling, general and administrative expenses were $4,062,000 for the nine months
ended September 30, 2009, compared to $1,384,000 for the same period last year,
an increase of 193.5%




Selling
expenses were $1,242,000 in the nine months ended September 30, 2009, an
increase of 119.4% compared to the same period last year. The increase was
attributable to:


·
            Increased
      costs related to product distribution and insurance as a result of
      expanded business volume; and


·
            Increased
      staffing costs as we continued to expand the sales force during the
      period,




General
& administrative expenses were $2,820,000 in the nine months ended September
30, 2009, an increased of 244.8% compared to the same period last
year. Factors which caused this increase were higher administrative and
professional fees associated with the Company being a public reporting company
and our expanded scale of operations




Interest
Expense




Interest
expense was $281,605 for the nine months ended September 30, 2009, compared to
$352,747 for the same period of last year. The decrease was mainly due to
the repayment of short term bank loans which were used for working capital
purposes.




Income
tax




For the
nine months ended September 30, 2009, income tax expense was $3,761,427,
reflecting an effective tax rate of 28.2%.  The effective tax rate for the
same period was 12.6%.




35




In 2008
and 2009, Lihua Electron was subject to an EIT rate of 12.5% and Lihua Copper
was subject to an EIT rate of 25%.




Net
Income




Net
income for the nine months ended September 30, 2009 was $9.5 million, or
8.7% of net revenue, compared to $9.8 million, or 25.0% of net revenue, in
the same period in 2008. The decrease of the net income for the nine months
ended September 30, 2009 was impacted by an $8.4 million non-cash charge as a
result of the change of the fair value of the warrants issued to investors in
conjunction with the Company’s issuance of convertible Preferred Stock in
October 2008. Excluding the impact of this non-cash charge, net income for the
nine months ended September 30, 2009 was $17.9 million, up 83.8% from the same
period last year.




Foreign
Currency Translation Gains




During
the nine months ended September 30, 2009, the RMB rose slightly against the US
dollar, and we recognized a foreign currency translation gain of
$37,117.




Products
Breakdowns for the three months ended September 30, 2009 and June 30,
2009




The
following table sets forth the products breakdowns for our revenue, sales volume
and average selling price per ton, for the three months ended September 30, 2009
and June 30, 2009:




Three
      months ended,September
      30, 2009
            
            
            June
      30, 2009US$
            
            
            Volume
            
            
            Average
      price $ per ton
            
            
            US$
            
            
            Volume
            
            
            Average
      price $ per ton
            
            
            Change
      in Average Price%CCA
      wire
            
            
            9,174,017
            
            
            
            1,417
            
            
            
            6,475
            
            
            
            10,414,097
            
            
            
            1,545
            
            
            
            6,741
            
            
            
            -3.9
            %Copper
      wire
            
            
            17,154,834
            
            
            
            2,159
            
            
            
            7,947
            
            
            
            15,767,055
            
            
            
            2,377
            
            
            
            6,632
            
            
            
            19.8
            %Copper
      rod
            
            
            14,584,497
            
            
            
            2,473
            
            
            
            5,897
            
            
            
            22,646,191
            
            
            
            4,457
            
            
            
            5,081
            
            
            
            16.1
            %Total
      Sales
            
            
            40,913,348
            
            
            
            6,049
            
            
            
            6,764
            
            
            
            48,827,343
            
            
            
            8,379
            
            
            
            5,827
            
            
            
            16.1
            %




The
volume sold in the third quarter of 2009 decreased to 6,049 tons from 8,379 tons
in the second quarter of 2009, reflecting a decrease of 27.8% due to the impact
of seasonality on out business.  During the warmer summer months of
the third quarter, the significant heat generated from our manufacturing process
forces a slow down in output, due in large part to regulations regarding worker
safety that limit the types of work that can be done when ambient temperatures
exceed a certain level.  This has a substantial impact on the output
from our smelters in the summer months, and this seasonal volume decline is
expected to happen consistently every year during the third
quarter.




Compared
with the second quarter of 2009, the average price of our products increased to
$6,764 per ton from $5,827 per ton or up 16.1% as a result of the increase of
the average of copper price to $5,798 per ton from $4,928 per ton in the second
quarter of this year, or up approximately 18% from the second quarter to the
third quarter of this year. The average price of our CCA wire decreased to
$6,475 from $6,741 of second quarter this year or a decrease of 3.9% due to an
increase in number of tons of CCA fine wire in the sub-product mix, which is the
lowest margin and selling price of CCA products, to 296 from 184 tons. As a
percentage of total CCA wire sold, CCA fine wire increased to 27.4% from 11.9%
in the second quarter of this year.




LIQUIDITY
AND CAPITAL RESOURCES




We have
historically financed our operations and capital expenditures through cash flows
from operations, bank loans and fund raising through issuing new shares from
capital market.




36




As of
September 30, 2009, we had approximately $38.5 million in cash, up $12.5 million
from $26.0 million at December 31, 2008.The following table summarizes our cash
flows for each of the periods indicated:




Nine Months
      Ended September 30,2009
            
            
            2008(US$)Net
      cash provided by operating activities
            
            $
            9,054,556
            
            
            $
            12,907,217Net
      cash used in investing activities
            
            
            (3,748,024
            )
            
            
            (6,330,791
            )Net
      cash provided by financing activities
            
            
            7,154,381
            
            
            
            4,450,447Effect
      of exchange rate on cash and cash equivalents
            
            
            14,336
            
            
            
            1,439,317Cash
      and cash equivalents at beginning of period
            
            
            26,041,849
            
            
            
            3,213,649Cash
      and cash equivalents at end of period
            
            $
            38,517,098
            
            
            $
            15,679,839




Operating
activities




For the
nine months ended September 30, 2009, cash provided by operating activities
totaled $9.1 million compared to $12.9 million in the same period of 2008. This
was primarily attributable to: i) a $9.6 million increase in net earnings; ii) a
$2.1 million accounts receivable increase driven by revenue growth; ii) a $12.1
million inventory increase, principally in copper rods, to support planned
expansion and sales growth in copper wire; iii) a $1.0 million increase in
income tax payable; iv) a shortened cash cycle between timing of inventory
purchases and collection of accounts receivable, resulting in $3.6 million
decrease in accounts payables; and v) net income was offset by a $8.4 million
non cash charge, which was caused by the increase of fair value of the warrants
issued to investors in conjunction with the Company’s issuance of convertible
Preferred Stock in October 2008.




Investing
activities




For the
nine months ended September 30, 2009 we had a net cash outflow of $3.7 million
from investing activities for the purchase of property, plant and
equipment, primarily as a result of capital investment in new equipment and
machinery, and building up new workshops, all being part of our planned
expansion.




Financing
activities




For the
nine months ended September 30, 2009 we had a net cash inflow of $7.2 million
from financing activities which was primly driven by (i) $7.9 million proceeds
from issuance of new shares in an Initial Public Offering in September; (ii)
$1,050,000 released from the escrowed cash related to our October 2008 issuance
of convertible Preferred Stock, as the Company satisfied certain legal
post-closing conditions; (iii) the borrowing of $1.5 million in short term bank
loans for working capital related to recently added production lines; (iv)
offset by a repayment of bank loans of $3.2 million.




Capital
expenditure




Our
capital expenditures are principally comprised of construction and purchases of
property, plant and equipment for expansion of our production facilities. In
2006, 2007 and 2008, we funded our capital expenditures primarily through cash
flows from operating activities and the proceeds of bank borrowings, and equity
issuance.




In 2009,
as we accelerate our expansion, we expect continued capital expenditure for
maintaining existing machines and adding manufacturing equipment in our new
facility, which is adjacent to our old facility. In the new production
facilities we currently have two horizontal smelters, which can produce 25,000
tons of refined copper rods per year. With our current capacity of production
lines, we can produce 7,200 tons of CCA wire and 18,000 tons of copper wire.
Therefore, we plan to have six new high speed production lines in production by
the end of the second quarter of 2010 while increasing our copper wire
production capacity to 25,000 tons per year. Of that capacity, 15,000 tons per
year will be copper magnet wire and 10,000 tons per year will be copper fine
wire. We also plan to have another four production lines in production by the
end of 2010, increasing our CCA wire production capacity to 10,000 tons per
year. Of that capacity, 6,000 tons per year will be CCA magnet wire and 4,000
ton per year will be CCA fine wire. We believe that our existing cash, cash
equivalents and cash flows from operations, proceeds from equity financing, and
our revolving credit facility, will be sufficient to meet our presently
anticipated future cash needs to bring all of our facilities into full
production. We may, however, require additional cash resources due to changing
business conditions or other future developments, including any investments or
acquisitions we may decide to pursue.




37




We
regularly review our cash funding requirements and attempt to meet those
requirements through a combination of cash on hand, cash provided by operations
and available borrowings under bank lines of credit.  We believe that we
can continue to meet our cash funding requirements for our business in this
manner over the next twelve months.




Our
capital expenditures are set forth below for the period as
indicated:


Nine months ended
      September 30,(In
      thousands)
            
            2009
            
            
            2008Construction
      of plant and production facilities
            
            $
            1,842,970
            
            
            $
            1,666,163Purchase
      of machinery and equipment
            
            
            1,905,054
            
            
            
            1,089,164Total
      capital expenditure
            
            $
            3,748,024
            
            
            $
            2,755,327




Item 3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




As a
“smaller reporting company”  we are not required to provide this
information.




Item 4T.
            CONTROLS
      AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures




Disclosure
controls and procedures are designed to ensure that information required to be
disclosed by us in reports filed or submitted under the Securities Exchange Act
of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed under
the Exchange Act is accumulated and communicated to management, including the
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure. There are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls and procedures
can only provide reasonable assurance of achieving their control
objectives.




Our
management, under the supervision of our Chief Executive Officer and Chief
Financial Officer, performed an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of September 30,
2009. Based on that evaluation, our management, including the Chief Executive
Officer and Chief Financial Officer, concluded that our disclosure controls and
procedures were effective as of September 30, 2009.




Changes
in Internal Control over Financial Reporting




There was no change in our
internal control over
financial reporting that occurred during the third fiscal quarter of 2009
covered by this Quarterly Report on Form 10-Q that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.




PART
II — OTHER INFORMATION




Item 1.
            LEGAL
      PROCEEDINGS




There
have been no material developments in the Company’s legal proceedings from those
previously disclosed in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008.




38




Item 1A.
            RISK
      FACTORS




As a
“smaller reporting company” we are required to provide information required by
this Item.




Item 2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS




None.




Item 3.
            DEFAULTS
      UPON SENIOR SECURITIES




None.




Item 4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS




None.




Item 5.
            OTHER
      INFORMATION




None.




Item 6.
            EXHIBITS




(b)
            Exhibits





Exhibit
      No.
            
            Document
      Description31.1
            
            Certification
      of Chief Executive Officer (Principal Executive Officer) pursuant to Rule
      13A-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.31.2
            
            Certification
      of the Chief Financial Officer (Principal Financial Officer) pursuant to
      Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
            
            Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the
      Sarbanes-Oxley Act of 2002).32.2
            
            Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the
      Sarbanes-Oxley Act of 2002).




39




SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





LIHUA
      INTERNATIONAL, INC.November 16,
      2009
            By:
            /s/
      Jianhua ZhuJianhua
      Zhu, Chairman and Chief Executive Officer(Principal
      Executive Officer)November 16,
      2009
            By:
            /s/
      Yang “Roy” YuYang
      “Roy” Yu Chief Financial Officer(Principal
      Financial Officer)




40