##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES ACT OF 1934
 Commission File Number: 333- 74396
 DIAS HOLDING, INC.
  Delaware
    
    58-2451191(State or other jurisdiction of
    
    (IRS Employer Identification No.)Incorporation or organization)
 
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value per share
 Securities registered pursuant to Section 12(g) of the Act: None
 Yes o No þ
 Yes o No þ
 Yes þ No o
 o
  Large accelerated filer
o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company
þ
 Yes o No þ




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##### 



Index
  
 Part ICautionary Statement Regarding Forward-Looking StatementsItem 1
    
    BusinessItem 1A
    
    Risk FactorsItem 1B
    
    Unresolved Staff CommentsItem 2
    
    PropertiesItem 3
    
    Legal ProceedingsItem 4
    
    Submission of Matters to a Vote of Security HoldersPart IIItem 5
    
    Market for Registrants Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity SecuritiesItem 6
    
    Selected Consolidated Financial DataItem 7
    
    Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A
    
    Qualitative and Quantitative Disclosures about Market RiskItem 8
    
    Financial Statements and Supplementary DataItem 9
    
    Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A
    
    Controls and ProceduresItem 9B
    
    Other InformationPart IIIItem 10
    
    Directors, Executive Officers and Corporate GovernanceItem 11
    
    Executive CompensationItem 12
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder MattersItem 13
    
    Certain Relationships and Related Transactions, and Director IndependenceItem 14
    
    Principal Accounting Fees and ServicesPart IVItem 15
    
    Exhibits and Financial Statements SchedulesEX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART I
 
 ITEM 1. BUSINESS
   Detroit International Auto Salon
   3




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INDUSTRY BACKGROUND
   .
 4




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
    
    The customers inability to realistically advance plan managing the outsourcing event;
    
    Lack of adequately finding and assessing suitable sources;
    
    Miscommunication and misunderstanding, between different cultures and languages
especially in the area of design nuances, acceptable levels of manufacturing
tolerances, and technical details; and
    
    Lack of committing proper and dedicated levels of engineering, manufacturing, and
procurement teams to work with their greater China counter-parts.
 PRODUCTS AND SERVICES
  
    
    Auto body: Stamping and tooling
    
    Chassis: Steering, suspension, wheels, CV Axles, Control arm assemblies,
Pitman Arm assemblies, Cast and forged Aluminum wheels, Magnesium
components, springs, shocks, bars, support beams, valves, joints, racks,
knuckles, tie rods, and wishbones
    
    Commodities: castings, forgings, extrusions, molds, stamping, and tooling
    
    Electrical: Actuators, displays, fobs, star cores, switches, and wiring
    
    Materials: Steel, aluminum, magnesium, coatings and finishings
    
    Multi-Purpose: Fasteners, screws, bolts nuts, brackets, bushings,
connectors, washers, wires, refined petroleum products, and pneumatic
devices
    
    Powertrain: Axle shafts, differentials, joints, transmission components
    
    RD&T: Metals Industry R&D Centre, Automotive Research & Test Center
  PRODUCT DEVELOPMENT
 COMPETITION
    5




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
    
    Providing raw materials directly to the factory,
    
    Engaging major customers with a direct sales force,
    
    Qualifying factory sources in China, Taiwan, Korea,
    
    Negotiated 60 days charge-free warehousing for inventory prepared and managed for major customers, and
    
    Providing bi-lingual program management, technical services and support.
  6




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CapacityType of Factory
    
    Number
    
    (metric tons)Integrated Suppliers
    
    
    4
    
    
    N/ACaststings
    
    
    6
    
    
    200,000Forgings
    
    
    36
    
    
    500,000Upsetters
    
    
    4
    
    
    110,000Stamping
    
    
    1
    
    
    200,000Machining
    
    
    5
    
    
    500,000Assemblies
    
    
    5
    
    
    N/AWheels
    
    
    4
    
    
    200,000
       INTELLECTUAL PROPERTY
  
    
    Confidentiality Agreement with DANA Corporation
    
    Confidentiality Agreement with Edscha AG
    
    Information Exchange and Confidentiality Agreement with COM Engineering GmbH
    
    Confidentiality agreement with DELPHI
    
    Confidentiality Disclosure Agreement with TRACTECH (A subsidiary of EATON)
 
 7




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##### Table of Contents




    
    Bilingual drawing and Spec. between specific clients
    
    Particular product specs (bilingual) and package agreements with clients on a case-by-case basis
  
    
    Manufacturing Process Flow for each specific product
    
    Control Plan for Production Management
    
    Potential Failure Mode and Effects Analysis
   
 File Number
    
    Country of Origin
    
    Trademark
    
    Acceptance Date004450987
    
    Europe
    
    AFS
    
    June 16, 2006977317
    
    Mexico
    
    F
    
    March 16, 2007977316
    
    Mexico
    
    Componus Logo
    
    March 16, 2007
  Application Number
    
    Country of Origin
    
    Trademark
    
    Application Date005678644
    
    Europe
    
    F
    
    February 9, 2007005678529
    
    Europe
    
    Componus Logo
    
    February 9, 20075812200
    
    China
    
    F
    
    December 27, 20065812199
    
    China
    
    Componus Logo
    
    December 27, 200677071741
    
    USA
    
    F
    
    December 27, 2006
  File Number
    
    Country of Origin
    
    Trademark
    
    Application Date78683861
    
    USA
    
    AFS Logo
    
    August 12, 200577071736
    
    USA
    
    Componus Logo
    
    December 27, 2006
 MARKETING
  
    
    Through various international trade events, the Company engages new
suppliers and exhibitors with its business model.
    
    The Companys international sales and sourcing representatives follow up
with new suppliers and customers on a regular basis,
    
    The Company assesses new suppliers capabilities, augments voids via MMS,
and provides trial/sampling contracts with customers.
 8




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##### Table of Contents




    
    Exhibiting subscribers to DIAS realize that successful engagement with a
new North American customer extends beyond advertising and marketing, and
creates additional opportunities for the Companys MMS capabilities.
    
    Customers to DIAS contract with the Company to develop new supply sources.
    
    Customers encourage their international procurement offices to utilize
the Companys capabilities in complementary ways.
 www.diasholding.com
 CUSTOMERS
  
    
    Affinia ( formerly Dana Corporations Brake and Chassis Group) ( Aftermarket -
Automotive)
    
    Advanced Clutch Technologies ( Aftermarket  Racing clutches)
    
    Best Access Systems (OEM  Furniture)
    
    Centric Parts / Stoptech (aftermarket  Performance Racing Braking Systems)
    
    DESC Group/ Tremec Transmissions(OEM  Automotive)
    
    Eston/Linamar (OEM  Automotive)
    
    Eaton, formerly Tractech (OEM  Recreational off road vehicles)
    
    International Truck ( OEM  Commercial Trucks)
    
    Suspension Y Direccion S.A. De C.V. (Aftermarket  Automotive)
    
    TRW (Malaysia)
  GOVERNMENT REGULATION
  EMPLOYEES
  FACILITIES
     9




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ITEM 1A. RISK FACTORS
 Investing in our common stock involves a high degree of risk. You should consider carefully the
risks and uncertainties described below, together with all of the other information in this report,
including the consolidated financial statements and the related notes appearing at the end of this
annual report on Form 10-K , with respect to any investment in shares of our common stock. If any of
the following risks actually occurs, our business, financial condition, results of operations and
future prospects would likely be materially and adversely affected. In that event, the market price
of our common stock could decline and you could lose all or part of your investment.
 RISKS RELATED TO OUR BUSINESS
          10




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11




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RISKS RELATED TO INVESTMENT IN THE COMMON STOCK OF THE COMPANY
         See
   12




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
    
    announcements of technological innovations by us, our collaborative partners or our
present or potential competitors;
    
    our operating results and performance;
    
    developments or disputes concerning patents or other proprietary rights;
    
    acquisitions;
    
    litigation and government proceedings;
    
    adverse legislation;
    
    changes in government regulations;
    
    economic and other external factors; and
    
    general market conditions.
   
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  13




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ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  1.
    
    Election of six nominees as members of the Board of Directors, replacing the current
board of directors;2.
    
    Approved the proposed amendment to the Certificate of Incorporation which:
 a.
    
    Increased the number of authorized common shares from 95 million to 250
million;b.
    
    Effected a 2 for 1 reverse stock split on issued and
outstanding common shares;c.
    
    Changed the name of the company to DIAS Holding, Inc.; andd.
    
    Declassified the Board of Directors and removing other director related
provisions.
   Hung-Lang Eric Huang (Age 50)
  Wang Bing-Chin Sara Huang (Age 51)
  Cliff Nakayama Age 55)
  14




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Chun-Ying John Chen (Age 55)
  
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
    Common Stock
 Stock PriceYear
    
    Period
    
    High
    
    
    
    
    
    Low2007
    
    1st Quarter
    
    $
    0.14
    
    
    
    
    
    
    $
    0.022nd Quarter
    
    $
    0.14
    
    
    
    
    
    
    $
    0.063rd Quarter
    
    $
    0.12
    
    
    
    
    
    
    $
    0.054th Quarter
    
    $
    0.39
    
    
    
    
    
    
    $
    0.052008
    
    1st Quarter
    
    $
    0.61
    
    
    
    
    
    
    $
    0.062nd Quarter
    
    $
    0.70
    
    
    
    
    
    
    $
    0.263rd Quarter
    
    $
    3.0
    
    
    
    
    
    
    $
    0.144th Quarter
    
    $
    0.35
    
    
    
    
    
    

    $
    0.065
    15




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ITEM 6. SELECTED FINANCIAL DATA
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  OVERVIEW
  Detroit International Auto Salon
    16




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17




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Contractual
    
    
    
    
    
    Less than
    
    1 to 3
    
    3 to 5Obligations
    
    Total
    
    1 year
    
    years
    
    years
    
    +5 yearsLong Term Debt
    
    
    5,178,358
    
    
    
    3,824,251
    
    
    
    367,010
    
    
    
    996,097
    
    
    
    0Capital LeaseOperating Lease
    
    
    399,956
    
    
    
    194,737
    
    
    
    205,219PurchaseOtherTotal
    
    
    5,578,314
    
    
    
    4,018,988
    
    
    
    572,229
    
    
    
    996,097
 18




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
        
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
  19




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Changes in Internal Control Over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  20




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Name and Address
    
    Age
    
    Positions and OfficesHung-Lang Eric Huang
    
    50
    
    President, Chief Executive Officer, and16630 Southfield Road,
    
    
    
    Chairman of the Board of DirectorsAllen Park, MI 48101Wang Bing-Chin Sara Huang
    
    51
    
    Chief Financial Officer and DirectorB1, 207, Section 3, Beishin RoadShindian City, Taipei Hsien 231TaiwanCliff Nakayama
    
    55
    
    Director4546 B-10 El Camino Real #353Los Altos, CA 94022Chun-Ying John Chen
    
    55
    
    Director16630 Southfield Road,Allen Park, MI 48101
 Hung-Lang Eric Huang (Age 50)
  Wang Bing-Chin Sara Huang (Age 51)
  Cliff Nakayama Age 55)
  Chun-Ying John Chen (Age 55)
  21




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Section 16(a) Beneficial Ownership Compliance.
  Code of Ethics.
  Board Committees and Designated Directors.
  
 ITEM 11. EXECUTIVE COMPENSATION
 BOARD OF DIRECTORS
  DIRECTORS COMPENSATION
  22




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EXECUTIVE COMPENSATION
   LONG-TERMCOMPENSATION AWARDSNAME AND PRINCIPAL
    
    
    
    
    
    ANNUAL COMPENSATION TABLE
    
    SECURITIES UNDERLYINGPOSITION
    
    YEAR
    
    SALARY
    
    BONUS
    
    OTHER
    
    OPTIONS/SARSHung-lang Eric Huang
    
    CEO 2008
    
    $
    68,450
    
    
    $
    0
    
    
    $
    0
    
    
    None2007

    
    $
    45,668
    
    
    $
    0
    
    
    $
    0
    
    
    NoneBing-chin Sara Wang Huang,
    
    CFO 2008
    
    $
    51,422
    
    
    $
    0
    
    
    $
    0
    
    
    None2007
    
    $
    37,036
    
    
    $
    0
    
    
    $
    0
    
    
    None
 OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
  AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUES
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  o
    
    all persons who are beneficial owners of five percent (5%) or more of our common stock;o
    
    each of our directors;o
    
    each of our executive officers; ando
    
    all current directors and executive officers as a group.
    23




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Amount Owned
    
    
    Percentage OfTitle of Class
    
    Name and Address of Owner
    
    Title
    
    Before Offering
    
    
    Issued StockHung-Lang Huang1
    
    President, Chief5F, 6-4, Lane 301, SEC., 2 HIS
    
    Executive OfficerCommon
    
    Taipei, TA
    
    and Director
    
    
    48,606,000
    
    
    
    47.6
    %Wang Bing-Chin Huang2
    
    Secretary, Treasurer,5F, 6-4, Lane 301, SEC., 2 HIS
    
    Chief FinancialCommon
    
    Taipei, TA
    
    Officer and Director
    
    
    48,606,000
    
    
    
    47.6
    %Eden International Investment &Development Inc.362-2 No. 108 Longjiang Rd.Taipei 104Common
    
    Taiwan, R.O.C.,
    
    Shareholder
    
    
    6,000,000
    
    
    
    5.86
    %Gideon Holding Inc.4Room 51, 5th Floor, Britannia HouseJalan Cator BandarSeri Begawan BS 8811 NegraCommon
    
    Brunei Darussalam
    
    Shareholder
    
    
    6,000,000
    
    
    
    5.86
    %Circletex Corp5300 Center AveSuite 202Common
    
    Bay City, MI 48708
    
    Shareholder
    
    
    8,500,000
    
    
    
    8.31
    %Triad Trading Ventures Inc.6Cond Los Faroles 50 Metros ArrCommon
    
    Desamparados, SA
    
    Shareholder
    
    
    6,000,000
    
    
    
    5.86
    %Clifford Nakayama74546 B-10 El Camino Real #353Common
    
    Los Altos, CA 94022
    
    Director
    
    
    5,000,000
    
    
    
    4.90
    %Common
    
    Chun-ying John Chen
    
    Director
    
    
    75,000
    
    
    
    All directors and executive officersas a group(4 persons)
    
    
    
    
    53,681,000
    
    
    
    52.62
    %
 
 1
    
    The shares attributed to Mr. Huang, our President,
Chief Executive Officer and Director are owned as follows: Hung-lang Huang:
15,078,000 shares; Bing-chin Wang Huang, our Secretary, Treasurer, Chief
Financial Officer and Director and the spouse of Mr. Huang: 11,028,000 shares;
Hebron Holding Corp., which is owned by Mr. Huang and his children, Hsin Huang,
Ya-Wen Huang and Ya-En Huang: 15,000,000 shares; Jabez Holding Corp. , which is
owned by Mr. Huang and his children, Hsin Huang, Ya-Wen Huang and Ya-En Huang:
7,500,000 shares.2
    
    The shares attributed to Bing-chin Wang Huang, our
Secretary, Treasurer, Chief Financial Officer are owned as follows: Bing-chin
Wang Huang: 11,028,000 shares; Hung-lang Huang, our President, Chief Executive
Officer and Director and spouse of Bing-chin Wang Huang: 15,078,000 shares;;
Hebron Holding Corp., which is owned by Mr. Huang and his children, Hsin Huang,
Ya-Wen Huang and Ya-En Huang: 15,000,000 shares; Jabez Holding Corp. , which is
owned by Mr. Huang and his children, Hsin Huang, Ya-Wen Huang and Ya-En Huang:
7,500,000 shares.3
    
    Eden International Investment & Development Inc. is
owned by Chuan-Chen Hu.4
    
    Gideon Holding Inc. is owned by Chuan-Chen Hu, Chih-Mi
Yu, Mi-Na Hu, Mi-Ni Hu and Mi-Fi Hu.5
    
    Circletex Corp. is owned by Nitin Amersey.6
    
    Triad Trading Ventures Inc. is owned by Markland
Amersey.7
    
    The shares attributed to Clifford Nakayama, our director, are owned as follows: Clifford Nakayama;
1,000,000 shares; CEN International Foundation of which any proceeds not allocated at the time of
dissolution is beneficially divided among Mr. Nakayamas spouse, his two daughters, and a trust
account: 4,000,000. 24




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Transactions with Related Persons
    *
    
    established its own definition for determining whether its directors
and nominees for directors are independent nor has it adopted any
other standard of independence employed by any national securities
exchange or inter-dealer quotation system, though two of our current
directors would not be deemed to be independent under any applicable
definition given that he is an officer of the Company; nor
 *
    
    Other than an audit committee, established any committees of the board of directors.
   
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
   2007
    
    2008Audit Fees
    
    
    
    
    
    $
    15,000Audit-Related Fees
    
    
    
    
    
    $Tax Fees
    
    
    
    
    
    $Other Fees
    
    
    
    
    
    $Totals
    
    
    
    
    
    $
    15,000
  25




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The firm of UHY LLP (UHY) acts as our principal independent registered public accounting firm.
Through December 31, 2008, UHY had a continuing relationship with UHY Advisors, Inc. (Advisors)
from which it leases auditing staff who were full time, permanent employees of Advisors and through
which UHYs partners provide non-audit services. UHY has no full time employees and therefore,
none of the audit services performed were provided by full time employees of UHY. UHY manages and
supervises the audit services and audit staff, and is exclusively responsible for the opinion
rendered in connection with its examination.
 
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Report of Independent Registered Public Accounting FirmAudited Consolidated Balance Sheets as of December 31, 2008 and December 31, 2007Audited Consolidated Statements of Operations for the Year Ended December, 2008 and 2007Audited Consolidated Statements of Stockholders Equity (Deficit) for the Years Ended
December 31, 2008, and 2007Audited Consolidated Statements of Cash Flows for the Year Ended December 31, 2008 and 2007Notes to Audited Consolidated Financial Statements
  3.2
    
    Certificate of Amendment to Certificate of Incorporation filed with the Secretary
of State of Delaware on July 31, 2008 (filed with Form 8-K on September 8, 2008)10.1
    
    Stock Purchase Agreement and Share Exchange (filed with Form 8-K on March 21, 2008)16.1
    
    Letter of Sherb & CO. filed with Form 8-K on September 25, 200831.1
    
    Certification by CEO pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 **31.2
    
    Certification by CFO pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002**32.1
    
    Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**32.2
    
    Certification CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
 
 **
    
    Filed Herewith 26




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SIGNATURES
  DIAS HOLDING, INC.(Registrant)
 Dated: April 20, 2009
    
    By
    
    /s/ Hung-Lang HuangHung-Lang Huang, Chairman of the Board, Chief Executive
Officer and PresidentDated: April 20, 2009
    
    By
    
    /s/ Wang Bing-Chin HuangWang Bing-Chin Huang , Director and Chief Financial OfficerDated: April 20, 2009
    
    By
    
    /s/ Cliff NakayamaCliff Nakayama, DirectorDated: April 20, 2009
    
    ByChun-Ying Chen, Director
 27




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DIAS HOLDING INC. AND SUBSIDIARIES
 Consolidated Financial Statements
 December 31, 2008 and 2007
 Table of Contents
 Page No.Report of Independent Registered Public Accounting Firm
    
    
    29Report of Independent Registered Public Accounting Firm
    
    
    30Consolidated Balance Sheets
    
    
    31Consolidated Statements of Operations
    
    
    32Consolidated Statements of Changes in Stockholders Equity
    
    
    33Consolidated Statements of Cash Flow
    
    
    34Notes to Consolidated Financial Statements
    
    
    35 - 43
 28




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Board of Directors
 DIAS Holding Inc.
       29




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
 To the Board of Directors and Shareholders of Componus Inc. and Asia Forging Supply Co., Ltd.:
     Michael F. Albanese, CPA
Parsippany, New Jersey
March 29, 2008
 30




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2008
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    809,937
    
    
    $
    727,415Accounts receivable, net of factoring and allowance for doubtful
accounts of $27,204 and $121,331, respectively
    
    
    2,009,248
    
    
    
    1,712,957Notes receivables, net of allowance for doubtful accounts of $1,394
    
    
    75,783
    
    
    
    68,420Inventory
    
    
    2,613,691
    
    
    
    2,692,196Prepaid expenses and other current assets
    
    
    852,425
    
    
    
    954,989Total current assets
    
    
    6,361,084
    
    
    
    6,155,977Fixed assets:Land
    
    
    1,306,354
    
    
    
    1,321,673Property and equipment, net
    
    
    2,216,919
    
    
    
    2,251,748Total fixed assets, net
    
    
    3,523,273
    
    
    
    3,573,421Other assets
    
    
    345,780
    
    
    
    456,471Total assets
    
    $
    10,230,137
    
    
    $
    10,185,869Liabilities and stockholders equityCurrent liabilities:Short-term loans and current portion of long-term debt
    
    $
    3,824,251
    
    
    $
    3,153,369Accounts payable
    
    
    2,550,448
    
    
    
    2,658,645Accrued expenses
    
    
    461,987
    
    
    
    809,708Customer advances
    
    
    157,271
    
    
    
    180,790Advances from stockholders
    
    
    173,983
    
    
    
    38,602Other current liabilities
    
    
    157,778
    
    
    
    19,264Total current liabilities
    
    
    7,325,718
    
    
    
    6,860,378Long-term debt and other liabilities
    
    
    1,363,107
    
    
    
    1,481,184Total liabilities
    
    
    8,688,825
    
    
    
    8,341,562Commitments and contingencies (Note 11)Stockholders equity:Common Stock of 0.001 par value per share  authorized,
500,000,000 shares; Outstanding, 102,000,000 shares and
89,000,000 at December 31, 2008 and 2007, respectively
    
    
    102,000
    
    
    
    89,000Paid-in capital
    
    
    2,409,015
    
    
    
    2,409,015Other comprehensive income
    
    
    446,695
    
    
    
    4,810Accumulated deficit
    
    
    (1,416,398
    )
    
    
    (658,518
    )Total stockholders equity
    
    
    1,541,312
    
    
    
    1,844,307Total liabilities and stockholders equity
    
    $
    10,230,137
    
    
    $
    10,185,869
 The accompanying notes are an integral part of these consolidated financial statements.
 31




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Years ended December 31,2008
    
    
    2007Net sales
    
    $
    14,542,701
    
    
    $
    14,593,144Cost of goods sold
    
    
    10,431,494
    
    
    
    10,156,280Gross profit
    
    
    4,111,207
    
    
    
    4,436,864Operating expensesGeneral and administrative
    
    
    2,676,297
    
    
    
    2,259,993Selling
    
    
    1,421,307
    
    
    
    1,266,900Research and development
    
    
    35,876
    
    
    
    48,219Depreciation and amortization
    
    
    302,378
    
    
    
    230,833Advertising
    
    
    126,326
    
    
    
    150,184Bad debts
    
    
    37,911
    
    
    
    82,351Total operating expenses
    
    
    4,600,095
    
    
    
    4,038,480Income (loss) from operations
    
    
    (488,888
    )
    
    
    398,384Other income (expenses)Interest expense
    
    
    (363,033
    )
    
    
    (380,331
    )Gain on foreign currency transactions, net
    
    
    56,096
    
    
    
    20,211Other
    
    
    149,226
    
    
    
    (201,677
    )Loss before income taxes
    
    
    (646,599
    )
    
    
    (163,413
    )Income tax expense
    
    
    111,281
    
    
    
    21,817Net loss
    
    $
    (757,880
    )
    
    $
    (185,230
    )Loss per share:Basic and diluted loss per share
    
    $
    (0.008
    )
    
    $
    (0.002
    )Weighted average shares outstanding:Basic and diluted
    
    
    92,658,470
    
    
    
    89,000,000
 The accompanying notes are an integral part of these consolidated financial statements.
 32




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 For the years ended December 31, 2008 and 2007
 Other
    
    
    
    
    
    
    TotalCapital
    
    
    
    
    
    
    Additional Paid
    
    
    comprehensive
    
    
    Accumulated
    
    
    StockholdersStock
    
    
    Value
    
    
    In Capital
    
    
    income
    
    
    deficit
    
    
    EquityBalance, January 1, 2007
    
    
    62,500,000
    
    
    $
    62,500
    
    
    $
    2,409,015
    
    
    $
    (3,544
    )
    
    $
    (473,288
    )
    
    $
    1,944,683Shares issued for services
    
    
    26,500,000
    
    
    
    26,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,500Unrealized translation gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,354
    
    
    
    
    
    
    
    8,354Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (185,230
    )
    
    
    (185,230
    )Balance, December 31, 2007
    
    
    89,000,000
    
    
    
    89,000
    
    
    
    2,409,015
    
    
    
    4,810
    
    
    
    (658,518
    )
    
    
    1,844,307Shares issued for Merger
    
    
    13,000,000
    
    
    
    13,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,000Unrealized translation gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    441,885
    
    
    
    
    
    
    
    441,885Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (757,880
    )
    
    
    (757,880
    )Balance, December, 31, 2008
    
    
    102,000,000
    
    
    $
    102,000
    
    
    $
    2,409,015
    
    
    $
    446,695
    
    
    $
    (1,416,398
    )
    
    $
    1,541,312
 The accompanying notes are an integral part of the consolidated financial statements.
 33




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years ended December 31, 2008 and 2007
 2008
    
    
    2007Operation activitiesNet loss
    
    $
    (757,880
    )
    
    $
    (185,230
    )Adjustments to reconcile net loss to cash from operating activities:Depreciation and amortization
    
    
    302,378
    
    
    
    230,833Stock issued for service
    
    
    
    
    
    
    26,500Impairment Loss
    
    
    
    
    
    
    304,401Loss on sale of property and equipment
    
    
    
    
    
    
    23,772Changes in assets and liabilities:Accounts receivable and notes receivable
    
    
    (303,654
    )
    
    
    3,304,574Inventory
    
    
    78,505
    
    
    
    (503,286
    )Prepaid expenses and other assets
    
    
    40,869
    
    
    
    (203,349
    )Accounts payable
    
    
    (108,197
    )
    
    
    (1,266,994
    )Accrued expenses
    
    
    (347,721
    )
    
    
    68,973Advances on collection
    
    
    (23,519
    )
    
    
    159,527Other current liabilities
    
    
    138,624
    
    
    
    (27,862
    )Cash flows (used in) provided by operating activities
    
    
    (980,595
    )
    
    
    1,931,859Investing activitiesSales of investment
    
    
    
    
    
    
    46,035Additions to property and equipment
    
    
    
    
    
    
    (175,341
    )Proceeds from sale of property and equipment
    
    
    15,319
    
    
    
    19,398Net cash provided by (used in) investing activities
    
    
    15,319
    
    
    
    (109,908
    )Financing activitiesBorrowings on long-term debt
    
    
    772,121
    
    
    
    (1,986,234
    )Repayment of long-term debt
    
    
    (219,316
    )
    
    
    (154,737
    )Increase in advances from stockholders
    
    
    135,381
    
    
    
    (245,894
    )Net cash provided by (used in) financing activities
    
    
    688,186
    
    
    
    (2,386,865
    )Effect of exchange rate changes on cash
    
    
    359,612
    
    
    
    4,975Net increase (decrease) in cash and cash equivalents
    
    
    82,522
    
    
    
    (559,939
    )Beginning cash and cash equivalents
    
    
    727,415
    
    
    
    1,287,354Ending cash and cash equivalents
    
    $
    809,937
    
    
    $
    727,415Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    381,150
    
    
    $
    402,708Cash paid (refund received) for income taxes
    
    $
    (59,622
    )
    
    $
    21,817
 The accompanying notes are an integral part of the consolidated financial statements.
 34




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2008 and 2007
 Note 1  Nature of Business and Basis of Presentation
 Nature of Business
       Note 2  Summary of Significant Accounting Policies
 Basis of Consolidation
 Use of Estimates
 Cash and Cash Equivalents
 35




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
 Note 2  Summary of Significant Accounting Policies (continued)
 Fair Value of Financial Instruments
 Inventory
 December, 31, 2008
    
    
    December 31, 2007Raw material
    
    $
    90,184
    
    
    
    Finished goods in Taiwan
    
    $
    605,965
    
    
    $
    1,397,696Stock in the Midwest United States
    
    $
    1,917,542
    
    
    $
    1,294,500$
    2,613,691
    
    
    $
    2,692,196
 Property and Equipment
  Revenue Recognition
  Advertising Costs
 Income Taxes
  36




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
 Note 2  Summary of Significant Accounting Policies (continued)
 Off-Balance-Sheet Risk and Concentration of Credit Risk
 Geographic Information
 2008
    
    
    2007North America and Mexico
    
    $
    13,050,840
    
    
    
    13,294,236Asia
    
    $
    1,357,111
    
    
    
    1,074,825Europe
    
    $
    134,750
    
    
    
    224,083
 Foreign Currency Translation 
 Foreign Operations 
 Intangible Assets
 Impairment of Long-Lived Assets Other than Goodwill
 37




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
 Note 2  Summary of Significant Accounting Policies (continued)
 Recent Accounting Pronouncements 
      38




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
 Note 2  Summary of Significant Accounting Policies (continued)
 Recent Accounting Pronouncements (Continued)
      39




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
 Note 3  Prepaid Expense and Other Current Assets
  December 31,
    
    
    December 31,2008
    
    
    2007Prepaid inventory purchases
    
    $
    286,938
    
    
    $
    238,532Purchases in advance
    
    
    271,227
    
    
    
    294,206Prepaid commission
    
    
    228,888
    
    
    
    240,808VAT on purchases
    
    
    65,372
    
    
    
    66,326Other receivables
    
    
    
    
    
    
    96,269Supplies
    
    
    
    
    
    
    14,443Prepaid income tax
    
    
    
    
    
    
    4,405Total
    
    $
    852,425
    
    
    $
    954,989
 Note 4  Property and Equipment
  December 31,
    
    
    December 31,2008
    
    
    2007Plant and equipment:Buildings
    
    $
    1,334,218
    
    
    $
    1,349,863Transportation equipment
    
    
    184,615
    
    
    
    190,969Office equipment
    
    
    387,982
    
    
    
    386,396Mold and miscellaneous equipment
    
    
    1,603,343
    
    
    
    1,451,365Total cost
    
    
    3,510,158
    
    
    $
    3,378,593Total accumulated depreciation
    
    $
    1,293,239
    
    
    $
    1,126,845Plant and equipment  net
    
    $
    2,216,919
    
    
    $
    2,251,748
  40




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
 Note 5  Other assets
 Guarantee deposit paid
    
    $
    186,308
    
    
    $
    190,832Other
    
    
    107,406
    
    
    
    160Intangible assetsAt cost
    
    
    349,386
    
    
    
    308,835Accumulated amortization
    
    
    (297,320
    )
    
    
    (43,356
    )$
    345,780
    
    
    $
    456,471
  Note 6  Long-term debt
 December
    
    
    December 31,Interest
    
    
    Matures in
    
    
    31, 2008
    
    
    2007Description
    
    Rate
    
    
    FY
    
    
    US$
    
    
    US$Short-term debt and current
portion of long-term debt:Unsecured foreign bank loan
    
    3.17% to 7%
    
    
    2008
    
    
    $
    1,423,943
    
    
    $
    1,171,429Secured foreign bank loan
    
    3.17% to 7%
    
    
    2008
    
    
    
    1,780,909
    
    
    
    1,762,574Current portion of long-term debt
    
    
    
    
    
    
    2008
    
    
    
    619,399
    
    
    
    219,366Total short-term debt and current
portion of long-term debt
    
    
    
    
    
    
    
    
    
    
    3,824,251
    
    
    
    3,153,369Long-term debtSecured foreign bank loan
    
    
    3.01
    %
    
    
    2020
    
    
    
    1,982,506
    
    
    
    1,540,194Unsecured foreign bank loan
    
    3.35% to 6%
    
    
    2008-2009
    
    
    
    
    
    
    
    160,356Current portion of long-term debt
    
    
    
    
    
    
    
    
    
    
    (619,399
    )
    
    
    (219,366
    )Long term debt
    
    
    
    
    
    
    
    
    
    
    1,363,107
    
    
    
    1,481,184Total debt
    
    
    
    
    
    
    
    
    
    $
    5,187,358
    
    
    $
    4,634,553
  Fiscal year ending December 312009
    
    $
    3,824,2512010
    
    
    145,7862011
    
    
    108,9332012
    
    
    112,2912013 and thereafter
    
    
    996,097Total
    
    $
    5,187,358
 41




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
 Note 7  Accrued expenses
 December 31,
    
    
    December 31,2008
    
    
    2007Salaries and wages
    
    $
    52,480
    
    
    $
    124,962Commission
    
    
    47,175
    
    
    
    116,330Interest
    
    
    10,136
    
    
    
    17,366Tax
    
    
    84,765Accrued payables and other
    
    
    267,431
    
    
    
    551,050$
    461,987
    
    
    $
    809,708
 Note 8  Net earnings (loss) per share
   Note 9  Income taxes
  2008
    
    
    2007Income tax benefit at the statutory rate
    
    $
    (161,650
    )
    
    $
    (40,853
    )Permanent differences under Taiwan tax authority
    
    
    304,698
    
    
    
    42,312Other, net
    
    
    (31,767
    )
    
    
    20,358Total income expense
    
    $
    111,281
    
    
    $
    21,817
 Note 10  Related Party Transactions
   42




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##### Table of Contents



DIAS HOLDING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
 Note 11  Commitments and Contingencies
  Fiscal year ending December 312009
    
    
    194,7372010
    
    
    164,1752011 and thereafter
    
    
    41,044Total
    
    $
    399,956
 Note 12  Reverse Merger and Proforma Information
  Note 13  Economic Dependency and Concentration of Credit and Other Risk
   43