UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 xQUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the
quarterly period ended June 30,
2009
   ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
 For the
transition period from _____________________ to ______________
 
 Commission
file number 000-50903
 
 FLURIDA
GROUP, INC.
 ((Exact name of
registrant as specified in its charter)
 
 Nevada
                    
                    3469
                    
                    26-0688130(State or other jurisdiction of
                      incorporation or organization)
                    
                    (Primary Standard
                      Industrial Classification
                      Code Number)
                    
                    IRS I.D.
 
 800
      West Fifth Avenue, Suite 210B
                  Naperville,
      IL
                
                60563(Address
      of principal executive offices)
                
                (Zip
      Code)
 
 Issuer’s
telephone number:  630-778-8519
 
 N/A
 (Former
name, former address and former three months, if changed since last
report)
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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  ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer     ̈
              
              Accelerated
      filer ̈Non-accelerated
      filer ̈
              
              Smaller Reporting Companyx
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes  ̈ No
x
 
 As of
August 1, 2009 there were 38,990,827 shares issued and outstanding of the
registrant’s common stock.
  
 
 
 INDEX
 
 PART
      I — FINANCIAL INFORMATION
                  3Item
      1.  Financial Statements.
                  3Item
      2. Management’s Discussion and Analysis or Plan of
    Operation.
                  21Item
      3.  Quantitative and Qualitative Disclosure about Market
      Risk
                  28Item
      4.  Controls and Procedures.
                  28PART
      II — OTHER INFORMATION
                  28Item
      1.  Legal Proceedings.
                  28Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds.
                  28Item
      3.  Defaults Upon Senior Securities
                  29Item
      4.  Submission of Matters to a Vote of Security
      Holders.
                  29Item
      5.  Other Information.
                  29Item
      6.  Exhibits.
                  29
  2
  PART
I — FINANCIAL INFORMATION
  Item
1.  Financial Statements.
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 
 Financial
Statements
 (Unaudited)
 
 Table
      of ContentsCondensed
      Consolidated Balance Sheets
                  4Condensed
      Consolidated Statement of Operation
                  5Condensed
      Consolidated Shareholders Equity
                  6Condensed
      Consolidated Statement of Cash Flows
                  7Notes
      to Condensed Consolidated Financial Statements
                  8
  3
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
BALANCE SHEETS
 
 June 30
                      
                      
                      December 312009
                      
                      
                      2008( Unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                      
                      $
                      738,140
                      
                      
                      $
                      605,932Accounts
      receivable, net
                      
                      
                      2,351,103
                      
                      
                      
                      479,431Consignment
      Inventory
                      
                      
                      1,321,121
                      
                      
                      
                      646,594Total
      Current Assets
                      
                      $
                      4,410,364
                      
                      
                      $
                      1,731,957Property,
      plant and equipment, net
                      
                      $
                      -
                      
                      
                      $
                      -TOTAL
      ASSETS
                      
                      $
                      4,410,364
                      
                      
                      $
                      1,731,957LIABILITIES
      & EQUITYCurrent
      liabilities:Loans
      from shareholders
                      
                      
                      -Account
      Payable
                      
                      $
                      3,134,948
                      
                      
                      $
                      626,868Credit
      Card Payable
                      
                      
                      1,532
                      
                      
                      
                      1,269Total
      Current Liabilities
                      
                      $
                      3,136,480
                      
                      
                      $
                      628,137Stockholders'
      Equity:Common
      stock, $0.001 par value;200,000,000
      shares authorized;38,990,827
      shares issued and outstanding.
                      
                      $
                      38,991
                      
                      
                      $
                      38,991Paid-in
      capital
                      
                      $
                      1,221,613
                      
                      
                      $
                      1,221,613Deficit
      accumulated during the development stage
                      
                      
                      (2,229
                      )
                      
                      
                      (186,255
                      )Accumulated
      other comprehensive Income(Loss)
                      
                      
                      15,509
                      
                      
                      
                      29,471Total
      stockholders' equity
                      
                      $
                      1,273,884
                      
                      
                      $
                      1,103,820TOTAL
      LIABILITIES & EQUITY
                      
                      $
                      4,410,364
                      
                      
                      $
                      1,731,957
  4
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
STATEMENT OF OPERATION
 (Unaudited)
 
 Cumulative fromSix Months Ended
                    
                    
                    Three Months Ended
                    
                    
                    December 19,
                      2006June 30
                    
                    
                    June 30
                    
                    
                    (Date of Inception)2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    to June 30, 2009Unaudited
                    
                    
                    Unaudited
                    
                    
                    Unaudited
                    
                    
                    Unaudited
                    
                    
                    UnauditedRevenues:
                    
                    $
                    4,545,077
                    
                    
                    $
                    208,107
                    
                    
                    $
                    3,040,753
                    
                    
                    $
                    208,107
                    
                    
                    $
                    6,088,944Cost
      of Goods Sold
                    
                    $
                    4,142,081
                    
                    
                    $
                    197,705
                    
                    
                    $
                    2,725,788
                    
                    
                    $
                    197,705
                    
                    
                    $
                    5,606,873Gross
      Profit
                    
                    $
                    402,996
                    
                    
                    $
                    10,402
                    
                    
                    $
                    314,965
                    
                    
                    $
                    10,402
                    
                    
                    $
                    482,071Operating
      expenses:Research
      and development
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Selling,
      general and administrative expenses
                    
                    
                    221,916
                    
                    
                    
                    132,291
                    
                    
                    
                    84,178
                    
                    
                    
                    27,173
                    
                    
                    
                    505,639Depreciation
      and amortization expenses
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Total
      Operating Expenses
                    
                    
                    221,916
                    
                    
                    
                    132,291
                    
                    
                    
                    84,178
                    
                    
                    
                    27,173
                    
                    
                    
                    505,639Operating
      Income( Loss)
                    
                    $
                    181,080
                    
                    
                    $
                    (121,889
                    )
                    
                    $
                    230,787
                    
                    
                    $
                    (16,771
                    )
                    
                    $
                    (23,568
                    )Investment
      income, net
                    
                    $
                    2,946
                    
                    
                    $
                    5,815
                    
                    
                    
                    2,450
                    
                    
                    
                    3,391
                    
                    
                    $
                    21,964Interest
      Expense, net
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    625Income(Loss)
      before taxes
                    
                    $
                    184,026
                    
                    
                    $
                    (116,074
                    )
                    
                    $
                    233,237
                    
                    
                    $
                    (13,380
                    )
                    
                    $
                    (2,229
                    )Income(Loss)
      tax expense
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    -Net
      Income(Loss)
                    
                    $
                    184,026
                    
                    
                    $
                    (116,074
                    )
                    
                    $
                    233,237
                    
                    
                    $
                    (13,380
                    )
                    
                    $
                    (2,229
                    )Net
      Income(Loss) per common share-Basics
                    
                    $
                    0.00
                    
                    
                    $
                    (0.00
                    )
                    
                    $
                    0.01
                    
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )Net
      Income(Loss) per common share-Diluted
                    
                    $
                    0.00
                    
                    
                    $
                    (0.00
                    )
                    
                    $
                    0.01
                    
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )Other
      comprehensive Income(Loss), net of tax:Foreign
      currency translation adjustments
                    
                    
                    (13,962
                    )
                    
                    
                    254
                    
                    
                    
                    485
                    
                    
                    
                    (6,841
                    )
                    
                    
                    15,509Total
      other comprehensive Income(Loss)
                    
                    $
                    (13,962
                    )
                    
                    $
                    254
                    
                    
                    
                    485
                    
                    
                    
                    (6,841
                    )
                    
                    $
                    15,509Comprehensive
      Income(Loss)
                    
                    $
                    170,064
                    
                    
                    $
                    (115,820
                    )
                    
                    $
                    233,722
                    
                    
                    $
                    (20,221
                    )
                    
                    $
                    13,280
  5
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
STATEMENT OF STOCKHOLDERS EQUITY
 FOR
THE PERIOD ENDED June 30, 2009  (Unaudited)
 
 DeficitAccumulated
                    
                    
                    AccumulatedAdditional
                    
                    
                    During the
                    
                    
                    Other
                    
                    
                    TotalCommon Stock
                    
                    
                    Paid-in
                    
                    
                    Development
                    
                    
                    Comprehensive
                    
                    
                    Stockholders'Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Stage
                    
                    
                    Income (Loss)
                    
                    
                    EquityBalance,
      December 31, 2006
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (1,500
                    )
                    
                    
                    
                    
                    $
                    (1,500
                    )Proceeds
      from sale of common stock @0.001 per share on August 20,
    2007
                    
                    
                    25,997,760
                    
                    
                    $
                    25,998
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    
                    
                    $
                    25,998Issuance
      of common stocks to shareholders @0.05 per share on December 10,
      2007
                    
                    
                    1,294,000
                    
                    
                    $
                    1,294
                    
                    
                    $
                    63,406
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    64,700Adjustment
      for Exchange rate changes
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (126
                    )
                    
                    $
                    (126
                    )Net
      Income(Loss) for the year ended December 31, 2007
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (19,119
                    )
                    
                    
                    
                    
                    
                    $
                    (19,119
                    )Balance,
      December 31, 2007
                    
                    
                    27,291,760
                    
                    
                    $
                    27,292
                    
                    
                    $
                    63,406
                    
                    
                    $
                    (20,619
                    )
                    
                    $
                    (126
                    )
                    
                    $
                    69,953Issuance
      of common stocks to Williams @0.10 per share on April 15,
    2008
                    
                    
                    50,000
                    
                    
                    $
                    50
                    
                    
                    $
                    4,950
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    5,000Issuance
      of common stocks to convert loans @0.10 per share on April 15,
      2008
                    
                    
                    11,649,067
                    
                    
                    $
                    11,649
                    
                    
                    $
                    1,153,257
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    1,164,906Adjustment
      for Exchange rate changes
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    29,597
                    
                    
                    $
                    29,597Net
      Income(Loss) for the year ended December 31, 2008
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (165,636
                    )
                    
                    $
                    -
                    
                    
                    $
                    (165,636
                    )Balance,
      December 31, 2008
                    
                    
                    38,990,827
                    
                    
                    $
                    38,991
                    
                    
                    $
                    1,221,613
                    
                    
                    $
                    (186,255
                    )
                    
                    $
                    29,471
                    
                    
                    $
                    1,103,820Adjustment
      for Exchange rate changes
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (13,962
                    )
                    
                    
                    (13,962
                    )Net
      Income(Loss) for the period ended June 30, 2009
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    184,026
                    
                    
                    
                    
                    
                    
                    $
                    184,026Balance,
      June 30, 2009
                    
                    
                    38,990,827
                    
                    
                    $
                    38,991
                    
                    
                    $
                    1,221,613
                    
                    
                    $
                    (2,229
                    )
                    
                    $
                    15,509
                    
                    
                    $
                    1,273,884
  6
 
 FLURIDA
GROUP, INC.
 (A
Development Stage Enterprise)
 CONSOLIDATED
STATEMENT OF CASH FLOWS (Unaudited)
 
 Cumulative fromSix Months Ended
                    
                    
                    Three Months Ended
                    
                    
                    December 19,
                      2006June 30
                    
                    
                    June 30
                    
                    
                    (Date of Inception)2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    to June 30, 2009Unaudited
                    
                    
                    Unaudited
                    
                    
                    Unaudited
                    
                    
                    Unaudited
                    
                    
                    UnauditedOperating Activities:Net
      Income(Loss)
                    
                    $
                    184,026
                    
                    
                    $
                    (116,074
                    )
                    
                    $
                    233,237
                    
                    
                    $
                    (13,380
                    )
                    
                    $
                    (2,229
                    )Adjustments
      to reconcile net income to net cash provided by operating
      activities:Non-cash
      portion of share based legal fee expense
                    
                    
                    -
                    
                    
                    
                    5,000
                    
                    
                    
                    -
                    
                    
                    
                    5,000
                    
                    
                    
                    5,000Increase
      in Inventory
                    
                    
                    (674,527
                    )
                    
                    
                    -
                    
                    
                    
                    (276,055
                    )
                    
                    
                    -
                    
                    
                    
                    (1,321,121
                    )Increase
      in account receivable
                    
                    
                    (1,871,672
                    )
                    
                    
                    (173,436
                    )
                    
                    
                    (1,539,651
                    )
                    
                    
                    (173,436
                    )
                    
                    
                    (2,351,103
                    )Decrease  in
      other payable
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,500
                    )Increase
      in account payable
                    
                    
                    2,508,080
                    
                    
                    
                    197,705
                    
                    
                    
                    1,930,224
                    
                    
                    
                    183,370
                    
                    
                    
                    3,134,948Increase
      in credit card payable
                    
                    
                    263
                    
                    
                    
                    -
                    
                    
                    
                    894
                    
                    
                    
                    -
                    
                    
                    
                    1,532Net
      cash provided by operating activities
                    
                    $
                    146,170
                    
                    
                    $
                    (86,806
                    )
                    
                    $
                    348,649
                    
                    
                    $
                    1,554
                    
                    
                    
                    (532,244
                    )Investing
      Activities:Organization
      cost
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      cash provided by investing activities
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Financing
      Activities:Proceeds
      from issuance of common stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    90,698Repay
      loans to shareholders
                    
                    
                    -
                    
                    
                    
                    (25,066
                    )
                    
                    
                    -
                    
                    
                    
                    (25,066
                    )
                    
                    
                    (25,066
                    )Proceeds
      from loan from shareholders
                    
                    
                    -
                    
                    
                    
                    11,926
                    
                    
                    
                    -
                    
                    
                    
                    11,926
                    
                    
                    
                    1,191,472Net
      cash provided by financing activities
                    
                    $
                    -
                    
                    
                    $
                    (13,140
                    )
                    
                    $
                    -
                    
                    
                    $
                    (13,140
                    )
                    
                    $
                    1,257,104Effect
      of  Exchange Rate on Cash
                    
                    $
                    (13,962
                    )
                    
                    $
                    254
                    
                    
                    $
                    485
                    
                    
                    $
                    (6,841
                    )
                    
                    $
                    15,509Net
      increase (decrease) in cash and cash equivalents
                    
                    $
                    132,208
                    
                    
                    $
                    (99,692
                    )
                    
                    $
                    349,134
                    
                    
                    $
                    (18,427
                    )
                    
                    $
                    738,140Cash
      and cash equivalents at beginning of the year
                    
                    $
                    605,932
                    
                    
                    $
                    1,249,499
                    
                    
                    $
                    389,006
                    
                    
                    $
                    1,168,234
                    
                    
                    $
                    -Cash
      and cash equivalents at end of the period
                    
                    $
                    738,140
                    
                    
                    $
                    1,149,807
                    
                    
                    $
                    738,140
                    
                    
                    $
                    1,149,807
                    
                    
                    $
                    738,140
  7
  FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
A- BUSINESS DESCRIPTION
 
 Flurida
Group, Inc. (the “Company”), incorporated under the laws of Nevada on December
19, 2006, with registered address at 502 East John Street, Carson City, NV
89706.  Flurida Group, Inc. operates its business in USA as Flurida
Group USA, Inc., the Company’s wholly owned branch located in the State of
Illinois and has principle office at 800 West Fifth Avenue, Suite 210,
Naperville, IL 60563.
 
 Besides
USA operation, Flurida Group, Inc. also established one representative office in
China and one subsidiary in Europe:
 
 Flurida
Group Qingdao Office. (“Flurida Qingdao”): Flurida Group Qingdao Office is
registered on December 10, 2007.  It is a representative office on
behalf of Flurida Group, Inc. to conduct the business of trading services,
distribution, and marketing of the appliance parts in China. The Flurida Group
Qingdao Office is located at Room 301, Unit 1, Yulong Building, 19 Miaoling
Road, Qingdao, China 266061.  Flurida Qingdao
 
 Flurida
Group European S.R.L (“Flurida European”): Flurida Group European S.R.L. was
established on December 28, 2007 and is 100% owned by Flurida Group,
Inc.  Flurida European is in the business of trading services,
distribution, and marketing of the appliance parts in Europe.  The
Flurida European is located at Via locatelli 2, 21010 Vizzola, Ticino,
VA-Italy.
 
 The
Company’s main business includes sourcing, distribution and marketing of
appliance parts in Asia, Europe, North and South America, and
Australia.
 
 These
parts are manufactured in China by Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”).  It was established in
2005 specializing in home appliance components and subassemblies manufacturing,
and located in Qingdao City, Shandong Province, China.  On September
18, 2007, Flurida Group, Inc. signed a long-term distribution agreement with
Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd.  Zhong
Nan Fu Rui is a Chinese manufacturing company owned 100% by Mr. Jianfeng Ding,
the founder of the Company.
  8
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B – SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of
accounting
 
 The
financial statements reflect the assets, revenues and expenditures of the
Company on the accrued basis of accounting.
 
 Principles of
Consolidation
 
 The
consolidated financial statements of the Company include the accounts of Flurida
Group USA, Flurida Group Qingdao Office, and Flurida Group European
S.R.L.  All significant intercompany balances and transactions have
been eliminated in consolidation.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect certain amounts reported in the
financial statements and disclosures.  Accordingly, actual results
could differ from those estimates.
 
 Cash and Cash
Equivalents
 
 The
Company considers all highly-liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
 
 Foreign Currency
Translation
 
 The
Company has determined the United States dollars to be its functional currency
for Flurida Group USA; People’s Republic of China Chinese Yuan Renminbi to be
its functional currency in Flurida Qingdao office; and European Euro to be its
functional currency in European business.  Assets and liabilities were
translated to U.S. dollars at the period-end exchange rate.  Statement
of operations amounts were translated to U.S. dollars using the first date of
each month during the year.  Gains and losses resulting from
translating foreign currency financial statements are accumulated in other
comprehensive income (loss), a separate component of shareholders’
equity.
  9
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B – SIGNIFICANT ACCOUNTING POLICIES
 
 Property, Plant, and
Equipment Depreciation
 
 Property,
plant, and equipment are stated at cost.  Depreciation is being
provided principally by straight line methods over the estimated useful lives of
the assets.  As of June 30, 2009, there were no fixed assets in the
Company’s balance sheets.
 
 Stock-Based
Compensation
 
 The
Company accounts for stock issued for services using the fair value
method.  In accordance with Emerging Issues Task Force (“EITF”) 96-98,
the measurement date of shares issued for services is the date at which the
counterparty’s performance is complete.
 
 Basics and Diluted Net Loss
Per Common Share
  Basic
earnings per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
outstanding (the denominator) for the period. Diluted earnings per share assume
that any dilutive convertible securities outstanding were converted, with
related preferred stock dividend requirements and outstanding common shares
adjusted accordingly. It also assumes that outstanding common shares were
increased by shares issuable upon exercise of those stock options for which
market price exceeds the exercise price, less shares which could have been
purchased by us with the related proceeds. In periods of losses, diluted loss
per share is computed on the same basis as basic loss per share as the inclusion
of any other potential shares outstanding would be anti-dilutive.
 
 The
Company only issued one type of shares, i.e., common shares
only.  There are no other types securities were
issued.  Accordingly, the diluted and basics net loss per common share
are the same.
  10
  FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Revenues
 
 Flurida Group, Increcognizes
revenue from product sales upon shipment, which is the point in time when risk
of loss is transferred to the customer, net of estimated returns and
allowances.
 
 The Companyhad total revenue of
$ 3,040,753, including $ 2,344,305 consignment sales to Electrolux, and $696,448
sales in 2nd quarter ended at June 30, 2009.
 
 From the
period of April to June 2009, the Company sold total quantity of 62,537
icemakers and 598,752 motors to an US company, Electrolux, located at
Springfield, TN for $ 2,344,305 as consignment sales.  The icemakers
were manufactured and supplied by Zhong Nan Fu Rui; and the motors were
manufactured and supplied by Qingdao Fubida Electronics Co., Ltd.  All
the icemakers and motors were shipped out at FOB shipping point Qingdao,
China.
 
 Also, the
company sold total quantity of 61,520 Motor, 17,000 Fan, 6,000 Lamp, 14,920 Dac
Box, and 82,188 Magnet to Electrolux Europe for $ 270,045. The magnets were
manufactured and supplied by Shanghai Fulu International Trading Co., Ltd.; all
the parts were shipped out at FOB shipping point at Shanghai,
China.  The motors and other related refrigerator appliance parts were
manufactured and supplied by Qingdao Fubida Electronics Co., Ltd., and were
shipped out at FOB shipping point at Qingdao, China.
 
 The
Company sold total quantity of 90,720 motors to another US company, Master
Precision Global (MPG), a sub-assembler to Electrolux, for $348,879. The motors
were manufactured and supplied by Qingdao Fubida Electronics Co., Ltd. and
shipped out at FOB shipping point at Qingdao, China.
 
 In the
2nd quarter of 2009, the Company sold thermostats, the key parts for icemakers,
to Zhong Nan Fu Rui.  The parts were exclusively used for the
icemakers purchase order by Electrolux.  Flurida Group purchased the
parts from Wako Electronics, Inc., an US Company located at Louisville, KY
40299.  Flurida Group also sold Rocker Switch, the key parts for
icemakers, to Zhong Nan Fu Rui.  The parts, Rocker Switch, were
exclusively used for the icemakers purchase order by Electrolux.  The
Company purchased the parts, Rocker Switch, from CW Industries, an US Company
located at Southampton, PA. The total cost for all the parts purchased is
$70,268.65.  Then, Flurida Group, Inc. adds averaged 5% margin based
on the cost of purchase, so, $ 77,524 were sold and invoiced to Zhong Nan Fu
Rui.   Flurida Group, Inc. adopted the cost plus pricing
policies.
  11
  FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Revenues
(Continued)
 
 In
summary, as of June 30, 2009, the Company incurred the total revenue of $
4,545,077 which is included $ 3,040,753 from 2nd quarter
and $1,504,324 from 1st quarter
2009.  The cost of goods sold is discussed in Note C, Related Party
Transactions.
 
 Operating
Expense
 
 As of
June 30, 2009, the company had a total of $ 221,917 operating expenses, that’s
included $ 84,179 operating expense for the period of April to June
2009.
 
 Inventory
 
 On June,
2008, Flurida Group, Inc signed a consigned inventory agreement with Electrolux
Home Products De Mexico, S.A. DEC.V. (Electrolux).  Under the term of
the agreement, the supplier, Flurida Group, Inc, agreed to produce, to maintain
the transit the customized products per Electrolux’s specification. Electrolux
maintain a storage location within Electrolux’s Juarez site for consigned
inventory. And Flurida Group, Inc is facilitated to use of Electrolux’s storage
location at such site to the sale of products to Electrolux; Electrolux will
provide labor resources for receipt, stock up, and pulls of consigned products.
Flurida Group, Inc., retains title and ownership of products while in transit to
Electrolux’s site and while stored in the consigned inventory
location.
 
 Title and
ownership will pass to Electrolux when they withdraw products from the consigned
inventory location. Upon withdrawal, Electrolux will pay for it under the
payment term stated in the purchasing order correspond with the withdraw
products.
 
 Products
residing in the consigned inventory for 90 days with no activity due to non
communicated demand change will no longer qualify for consignment, and will be
considered as withdrawn product after 90 days. Accordingly, title passage and
invoicing shall occur on such product per the term.
 
 At the
period ended June 30, 2009, there was only a total $ 1,321,121 consignment
inventory for Flurida Group, Inc.
 
 The
ending inventory of $ 116,424 for Flurida Group, Inc, 30240 motors that stored
in the warehouse of Electrolux, was sold to MPG for $ 122,683 during the period
of April to June, 2009.
 
 As a
result, there’s no more ending inventory for Flurida Group, Inc at the period
ended June 30, 2009.
  12
  FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Income
Tax
 
 The
Company filed extension for corporate tax return Form 1120 to Internal Revenue
Service and IL 1120 to the State of Illinois.  There is no income tax
for the State of Nevada.  China’s Qingdao representative office
expenditures will be reported in the Company’s U.S. tax return Form
1120.  Flurida Group European will report income tax return to Italy
government.
 
 Payroll
Expense
 
 Beginning
at 2008, Flurida Qingdao’s Representative office hired 7 full time employees to
take care of daily management and administrative activities for the
Company.  Flurida Group USA began to have payroll for officers at
January 2009.
 
 There was
$ 37,594 payroll expense for the period of April to June, 2009.
 
 Concentration of credit
risk
 
 The
Company maintains its cash in bank accounts which, at times, may exceed the
federally insured limits.  The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit risk
on cash.
 
 Recent Accounting
Pronouncements
 
 In
December 2004, the FASB issued Statement of Financial Accounting Standards No.
153 (SFAS 153), “Exchange of Non-monetary Assets.”  SFAS 153 amends
the guidance in APB No. 29, “Accounting for Non-monetary Assets.”  APB
No. 29 was based on the principle that exchanges of non-monetary assets should
be measured on their fair value of the assets exchanged.  SFAS 153
amends APB No. 29 to eliminate the exception for non-monetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of non-monetary assets that do not have commercial substance if the future cash
flows of the entity are expected to change significantly as a result of the
exchange.
 
 SFAS 151
is effective for financial statements issued for fiscal years beginning after
June 15, 2005.  The adoption of SFAS 153 did not have a material
effect on the Company’s financial position or results of
operation.  In December 2004, the FASB revised
  13
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recent Accounting
Pronouncements (Continued)
 
 Statement
of Financial Accounting Standards No. 123 (SFAS 123 (R)), “Accounting for
Stock-Based Compensation.”  The SFAS 123(R) revision established for
accounting for transactions in which an entity exchanges its equity instruments
for goods or services and focuses primarily on accounting for transactions in
which an entity obtains employee services in share-based payment
transactions.  It does not change the accounting guidance for
share-based payment transactions with parties other than
employees.  For public entities that file as small business issuers,
the revisions to SFAS 123 (R) are effective as of the beginning of the first
interim or annual reporting period that begins after December 15,
2005.  Adoption of SFAS 123 (R) is not expected to have a material
impact on the Company’s financial position or results of
operations.
 
 In May
2005, the FASB issued SFAS no. 154, “Accounting Changes and Error Corrections
(“SFAS No. 154”) which replaces APB Opinion No. 20, “Accounting Changes” and
SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements-An
Amendment of ABP Opinion No. 28.  SFAS No. 154 provides guidance on
the accounting for and reporting of accounting changes and error corrections.
Specifically, this statement requires “retrospective application” of the direct
effect for a voluntary change in accounting principle to prior periods’
financial statements, if it is practical to do so.  SFAS No. 154 also
strictly defines the term “restatement” to mean the correction of an error
revising previously issued financial statements.
 
 SFAS No.
154 is effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005.  The management believes that
adoption of SFAS No. 154 will not have a material impact on the results of
operations, financial positions or cash flows.
 
 In July
2006, the FASB issued Financial Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN
48”), and supplemented by FASB Financial Staff Position FIN 48-1, Definition of
Settlement in FASB Interpretation No. 48, issued May 2, 2007.  FIN 48
specifies how tax benefits for uncertain tax positions are to be recognized,
measured, and derecognized in financial statements; requires certain disclosures
of uncertain tax matters; specifies how reserves for uncertain tax positions
should be classified on the balance sheet; and provides transition and interim
period guidance, among other provisions.  FIN 48 is effective for
fiscal years beginning after December 15, 2006 and as a result, is effective for
the Company in the fiscal year 2008.
  14
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recent Accounting
Pronouncements (Continued)
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS
157”).  SFAS 157 defines fair value, establishes a framework for using
fair value assets and
liabilities, and expends disclosures about fair value measurements. This
statement applies whenever other statements require or permit assets or
liabilities to be measured at fair value.  SFAS 157 is effective for
fiscal years beginning after November 15, 2007.  The management
believes that there is no material impact on its consolidated results of
operations, cash flows, and financial position.
 
 In
September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) No. 108, Quantifying Financial Misstatements (“SAB
108”), which expresses the Staff’s views regarding the process of quantifying
financial statement misstatements.  Registrants are required to
quantify the impact of correcting all misstatements, including both carryover
and reversing effects of prior year misstatements, on the current year financial
statements.  The financial statements would require
adjustment when either approach results in quantifying a misstatement that is
material, after considering all relevant quantitative and qualitative
factors.  SAB 108 is effective for financial statements covering the
first fiscal year ending after November 15, 2006.  The management
believes that there is no material impact on its consolidated results of
operations, cash flows, and financial position.
  In
December 2007, the Financial Accounting Standards Board issued FASB Statement
No. 141 (Revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R
provides additional guidance on improving the relevance, representational
faithfulness, and comparability of the financial information that a reporting
entity provides in its financial reports about a business combination and its
effects. This Statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.
  In
December 2007, the Financial Accounting Standards Board issued FASB Statement
No. 160,Noncontrolling
Interests in Consolidated Financial Statements—an amendment of ARB
No. 51 (“SFAS 160”). SFAS 160 amends ARB No. 51 to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. This Statement is
effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2008. The Company is currently
evaluating the impact of adopting SFAS 160 on our financial
statements.
  15
  FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Recent Accounting
Pronouncements (Continued)
  In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States. SFAS 162 is effective 60 days.
  following
the SEC’s approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, The Meaning
of Present Fairly in Conformity With Generally Accepted Accounting
Principles. Our Company is currently evaluating the impact of SFAS 162 on
its financial statements but does not expect it to have a material
effect.
  Management
does not anticipate that the adoption of these standards will have a material
impact on the financial statements.
 
 NOTE
C – RELATED PARTY TRANSACTIONS
 
 Common Shares Issued to
Executive and Non-Executive Officers and Directors
 
 As of
June 30, 2009, total 32,129,960 shares were issued to officers and
directors.  Please see the table below for details:
 
 Name
                            
                            Total
                              Shares
                            
                            
                            Total Amount
                            
                            
                            PercentageFenglan  Li
                            
                            
                            165,000
                            
                            
                            
                            15,750
                            
                            
                            
                            0.42
                            %Fuling
      Li
                            
                            
                            115,000
                            
                            
                            
                            10,750
                            
                            
                            
                            0.29
                            %Ying
      Zhong
                            
                            
                            2,000,000
                            
                            
                            
                            200,000
                            
                            
                            
                            5.13
                            %Gian
      Franco Barbieri
                            
                            
                            102,000
                            
                            
                            
                            9,700
                            
                            
                            
                            0.26
                            %Xiaoyong
      Fu
                            
                            
                            750,000
                            
                            
                            
                            75,000
                            
                            
                            
                            1.92
                            %Jianfeng
      Ding & Yaru Huang
                            
                            
                            28,997,760
                            
                            
                            
                            325,998
                            
                            
                            
                            74.37
                            %Total
                            
                            
                            32,129,760
                            
                            
                            $
                            637,197.76
                            
                            
                            
                            82.39
                            %
 
 * Based
on total issued shares as of June 30, 2009: 38,990,827
  16
  FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
C – RELATED PARTY TRANSACTIONS (Continue)
 
 Cost of Goods
Sold
 
 The
Company’s purchase is primarily from supplier, Zhong Nan Fu Rui Mechanical
Electronics Manufacturing Co., Ltd., owned 100% by the founder of the Company,
Jianfeng Ding.  Due to Jianfeng Ding, and Yaru Huang, husband and
wife, combined hold 74.37% issued common shares for Flurida Group, Inc., the two
entities, Flurida Group, Inc., and Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd., are under common control according to EITF
02-5.
 
 The
products the Company will sell are manufactured in China by Zhong Nan Fu Rui
Mechanical Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu
Rui”).  It was established in 2005 specializing in home appliance
components and subassemblies manufacturing,
and located in Qingdao City, Shandong Province, China.  On September
18, 2007, amended June 25, 2008 and further amended on August 4, 2008, Flurida
Group, Inc. signed a five year distribution agreement with Zhong Nan Fu Rui
Mechanical Electronics Manufacturing Co., Ltd.  Zhong Nan Fu Rui is a
Chinese manufacturing company owned 100% by Mr. Jianfeng Ding, our
president.  Under the terms of the agreement Zhong Nan Fu Rui
authorizes Flurida to be its exclusive sales agent for the ice making product
lines, including icemaker and ice water dispensing systems all over the world.
The ice making product lines shall include the products that Zhong Nan Fu Rui
developed before the agreement signed and the products that will be developed
solely by Zhong Nan Fu Rui during the term of the agreement. Zhong Nan Fu Rui is
the exclusive supplier of the products we sell.  Although the
distribution agreement requires that the purchase price we will pay for these
products will be comparable to what the Flurida would have paid a non-related
party in market price, Mr. Ding may face a conflict in calculating the price the
products are sold to Flurida and the determining amount of products the Flurida
purchase.  However, because Mr. Ding has a fiduciary duty to Flurida
and the shareholders, he has indicated that he will assure strict adherence to
this provision of the agreement and will not require Flurida to purchase a
quantity of products in excess of that which Flurida can reasonably afford or
reasonably expect to sell in within two to three months of our purchase of the
products.
 
 The
management of Flurida Group, Inc. believes that the purchase price for the parts
from Zhong Nan Fu Rui will be market price.  Flurida Group, Inc. and
Zhong Nan Fu Rui are two totally separated entities, i.e., Flurida Group, Inc.
is a USA corporation and will fully comply with USA regulations and USA general
accepted accounting principles; Zhong Nan Fu Rui is a Chinese company and it
will comply with Chinese legal systems.
  17
 
 FLURIDA
GROUP, INC. AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
C – RELATED PARTY TRANSACTIONS (Continued)
 
 Cost of Goods Sold
(Continued)
 
 Flurida
Group, Inc. and Zhong Nan Fu Rui will operate independently.  Zhong
Nan Fu Rui, as a Chinese local manufacturer, will record their manufacturing
costs and inventories based on the Chinese accounting regulations
rulings.  But, when Flurida Group, Inc. purchases the parts from Zhong
Nan Fu Rui, Flurida Group will record the actual costs paid to Zhong Nan Fu Rui
as the costs for inventory of Flurida Group, Inc.  There is no any
relationship for Zhong Nan Fu Rui’s manufacturing historic costs with Flurida
Group’s inventory value.  Specifically, Flurida’s inventory value is
equal to the purchase price or actual cost of the parts purchased from Zhong Nan
Fu Rui, and the purchase price of the parts will be fair market
price.  Flurida Group, Inc. will adopt the first-in and first-out
inventory system according to generally accepted accounting principles in
USA.
 
 The
management of Zhong Nan Fu Rui disclosed to Flurida Group, Inc. that, Zhong Nan
Fu Rui  adopted the cost plus pricing policies with market adjustment,
negotiable with customers.  Zhong
Nan Fu Rui adopted the cost plus system for all the products for all customers
including the product, icemakers exclusively distributed by Flurida Group,
Inc.  Specifically, the selling price is determined by total actual
manufacturing cost of direct manufacturing materials (parts), direct
manufacturing labor, and allocated manufacturing overhead cost, plus 5-10% of
total manufacturing cost.  Zhong Nan Fu Rui’s minimum gross profit
margin is 5%.
 
 Flurida
Group also purchased the products from suppliers, Qingdao Fubida Electronics
Co., Ltd and Shanghai Fulu International Trading Co., Ltd on purchase orders
basis.
 
 Qingdao
Fubida Electronics Co., Ltd, owned 100% indirectly by Jianfeng Ding and Yaru
Huang, husband and wife. Qingdao Fubida Electronics Co., Ltd is a manufacturing
company, and it was established in 2003 specializing in home appliance control
components and subassemblies manufacturing, and located in Qingdao City,
Shandong Province, China. The plant space is around 70,000 sq ft. 14units
injection molding machine up to 600 metric tons.
 
 For the
period April to June, 2009, Flurida Group, Inc. purchased 62,537 icemakers from
Zhong Nan Fu Rui at total cost of $ 699,544 for FOB shipping point at Qingdao,
China .  The total parts price of $ 699,544 from Zhong Nan Fu Rui
consists of 80% of direct manufacturing materials and labor, 10% of allocated
manufacturing overhead, and 10% of profit margin.
  18




FLURIDA
GROUP, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
C – RELATED PARTY TRANSACTIONS (Continued)





Cost of Goods Sold
(Continued)





Flurida
Group, Inc. also purchased 750,992 motors, 17,000 fans, 6,000 lamps, and 14,920
dac boxes from Qingdao Fubida Electronics Co., Ltd. at total cost of $ 1,941,841
for FOB shipping point at Qingdao, China.





In
addition, Flurida Group, Inc. purchased magnets from Shanghai Fulu International
Trading Co., Ltd. a trading company established in 2007, located at Shanghai,
China, 100% owned indirectly by Jianfeng Ding and Yaru Huang, at total cost of
$14,134 for FOB shipping point at Shanghai, China.





To
manufacture the related refrigerator appliance parts, Zhong Nan Fu Rui needs key
parts made in USA, which were purchased through Flurida Group, Inc. in
USA.  The costs of purchasing the parts were $70,268.65 for 2nd quarter
2009.





Therefore,
as of June 30, 2009, the Company incurred a total cost of good sold of $
4,142,081 which is included $ 2,725,787.85 from 2nd quarter
and $1,416,293 from 1st quarter
2009.





NOTE D – SHAREHOLDERS’
EQUITY





During
the year ended December 31, 2008, Flurida Group, Inc has issued total 11,699,067
new shares on April 15, 2008, including 11,649,067 shares issued to loan holders
who converted all the loans to common shares. At the year ended December 31,
2008, Flurida Group, Inc. incurred net loss of $ (165,636). Therefore, the total
stockholders’ equity balance at December 31, 2008 was $ 1,103,820.





On April
15, 2008, 50,000 shares issued to Williams Law Group at $ 0.10, for the legal
service value of $5,000.  On April 1, 2008, seven non-affiliated loan
holders asked for repayment of their loans in the aggregate amount of $ 25,066
plus the total interest cost of $624.72, which was paid on the same date, April
1, 2008; meantime, seven additional lenders loaned an aggregate amount of $
9,926.  On April 15, 2008, total loan amount of $1,164,906 was
converted to common shares at price of $0.10 per share, for the total shares of
11,649,067 shares, which were issued to the loans holders.





There
were no new shares issued during the period ending June 30,
2009.  Therefore, as of June 30, 2009, total shares issued and
outstanding are 38,990,827.


19


FLURIDA
GROUP, INC. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
E – GOING CONCERN





The
Company’s short operating history and accumulated operation loss raise doubt
about its ability to continue as a going concern.  The financial
statements do not include adjustments that might result from the outcome of this
uncertainty and if the Company is unable to generate significant revenue or
secure financing, then the Company may be required to cease or curtail its
operations.  However, due to the close relationship between the
Company and it’s major suppliers, Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd., and Qingdao Fubida Electronics Co., Ltd., which are
100% owned directly or indirectly by the founders, Jianfeng Ding & Yaru
Huang, Zhong Nan Fu Rui’s and Qingdao Fubida’s current customers can be served
by the Company for the same quality of products and
services.  Besides, as of June 30, 2009, the cash and cash equivalent
balance was $738,140, the management believes that the revenues will be
generated and its cash flows will be maintained to cover all its operational
costs and the risk of going concern in long term is significantly
low.


20




Item
2.   Management’s Discussion and Analysis or Plan of
Operation.




This
10−Q contains forward-looking statements. Our actual results could differ
materially from those set forth as a result of general economic conditions and
changes in the assumptions used in making such forward-looking statements. The
following discussion and analysis of our financial condition and results of
operations should be read together with the audited consolidated financial
statements and accompanying notes and the other financial information appearing
else where in this report. The analysis set forth below is provided pursuant to
applicable Securities and Exchange Commission regulations and is not intended to
serve as a basis for projections of future events. Refer also to "Cautionary
Note Regarding Forward Looking Statements" and “Risk Factors”
below.





Overview





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





These
parts are manufactured in China by Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”)  We also purchase parts
for resale from Qingdao Fu Bi Da Co., Ltd. and Shanghai Fu Lu Trading Co.,
Ltd.





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





Qingdao
Fu Bi Da Co., Ltd. was established in 2002 specializing in home appliance
control components and subassemblies manufacturing, and is located in Qingdao
City, Shandong Province, China. Shanghai Fu Lu Trading Co., Ltd. was established
in 2007 and is a trading company that sources products in China for export.
Qingdao Fu Bi Da Co., Ltd. and Shanghai Fu Lu Trading Co., Ltd. are beneficially
owned by Mr. Ding and Ms. Huang.  Mr. Ding is the CEO of both
companies.




We sell
primarily the following types of appliance parts:




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





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


21


 ̈
            Shade Pole Motor and Motor
      Assembly for Refrigerator or Freezers:The shade pole
      motor and motor assembly is a key part for refrigerators or
      freezers.





All of
our sales in the six months ended June 30, 2009 were to Electrolux and its
affiliates or sub-assemblers.





Results of
Operations





For the three months ended
June 30, 2009 vs. June 30, 2008.





Revenue





We had
$208,107 in gross revenue for the three months ended June 30, 2008.





For the
three months ended June 30, 2009, we had revenue of $3,040,753
primarily from appliance parts, motors and icemaker sales including $2,344,305
in consignment sales to Electrolux and $696,448 in sales to other customers,
including an affiliate.





From the
period of April to June 2009, the Company sold total quantity of 62,537
icemakers and 598,752 motors to an US company, Electrolux, located at
Springfield, TN for $ 2,344,305 as consignment sales.  The icemakers
were manufactured and supplied by Zhong Nan Fu Rui; and the motors were
manufactured and supplied by Qingdao Fubida Electronics Co., Ltd.  All
the icemakers and motors were shipped out at FOB shipping point Qingdao,
China.





Also, the
company sold total quantity of 61,520 Motor, 17,000 Fan, 6,000 Lamp, 14,920 Dac
Box, and 82,188 Magnet to Electrolux Europe for $ 270,045. The magnets were
manufactured and supplied by Shanghai Fulu International Trading Co., Ltd.; all
the parts were shipped out at FOB shipping point at Shanghai,
China.  The motors and other related refrigerator appliance parts were
manufactured and supplied by Qingdao Fubida Electronics Co., Ltd., and were
shipped out at FOB shipping point at Qingdao, China.





The
Company sold total quantity of 90,720 motors to another US company, Master
Precision Global (MPG), a sub-assembler to Electrolux, for $348,879. The motors
were manufactured and supplied by Qingdao Fubida Electronics Co., Ltd. and
shipped out at FOB shipping point at Qingdao, China.





In the
2nd quarter of 2009, the Company sold thermostats, the key parts for icemakers,
to Zhong Nan Fu Rui.  The parts were exclusively used for the
icemakers purchase order by Electrolux.  Flurida Group purchased the
parts from Wako Electronics, Inc., an US Company located at Louisville, KY
40299.  Flurida Group also sold Rocker Switch, the key parts for
icemakers, to Zhong Nan Fu Rui.  The parts, Rocker Switch, were
exclusively used for the icemakers purchase order by Electrolux.  The
Company purchased the parts, Rocker Switch, from CW Industries, an US Company
located at Southampton, PA. The total cost for all the parts purchased is
$70,268.65.  Then, Flurida Group, Inc. adds averaged 5% margin based
on the cost of purchase, so, $ 77,524 were sold and invoiced to Zhong Nan Fu
Rui.   Flurida Group, Inc. adopted the cost plus pricing
policies.


22


Cost of
Revenue





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





The cost
of goods sold for the three months ended June 30, 2008 was
$197,705.  The cost of goods sold for the three
months ended June 30, 2009 was $2,725,788 consisting of the
following:





The
Company’s purchases are primarily from supplier, Zhong Nan Fu Rui Mechanical
Electronics Manufacturing Co., Ltd., owned 100% by the founder of the Company,
Jianfeng Ding.  Due to Jianfeng Ding, and Yaru Huang, husband and
wife, combined hold 74.37% issued common shares for Flurida Group, Inc., the two
entities, Flurida Group, Inc., and Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd., are under common control according to EITF
02-5.





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





The
management of Flurida Group, Inc. believes that the purchase price for the parts
from Zhong Nan Fu Rui will be market price.  Flurida Group, Inc. and
Zhong Nan Fu Rui are two totally separated entities, i.e., Flurida Group, Inc.
is a USA corporation and will fully comply with USA regulations and USA general
accepted accounting principles; Zhong Nan Fu Rui is a Chinese company and it
will comply with Chinese legal systems.





Flurida
Group, Inc. and Zhong Nan Fu Rui will operate independently.  Zhong
Nan Fu Rui, as a Chinese local manufacturer, will record their manufacturing
costs and inventories based on the Chinese accounting regulations
rulings.  But, when Flurida Group, Inc. purchases the parts from Zhong
Nan Fu Rui, Flurida Group will record the actual costs paid to Zhong Nan Fu Rui
as the costs for inventory of Flurida Group, Inc.  There is no any
relationship for Zhong Nan Fu Rui’s manufacturing historic costs with Flurida
Group’s inventory value.  Specifically, Flurida’s inventory value is
equal to the purchase price or actual cost of the parts purchased from Zhong Nan
Fu Rui, and the purchase price of the parts will be fair market
price.  Flurida Group, Inc. will adopt the first-in and first-out
inventory system according to generally accepted accounting principles in
USA.


23


The
management of Zhong Nan Fu Rui disclosed to Flurida Group, Inc. that, Zhong Nan
Fu Rui  adopted the cost plus pricing policies with market adjustment,
negotiable with customers.  Zhong Nan Fu Rui adopted the cost plus
system for all the products for all customers including the product, icemakers
exclusively distributed by Flurida Group, Inc.  Specifically, the
selling price is determined by total actual manufacturing cost of direct
manufacturing materials (parts), direct manufacturing labor, and allocated
manufacturing overhead cost, plus 5-10% of total manufacturing
cost.  Zhong Nan Fu Rui’s minimum gross profit margin is
5%.





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





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





For the
period April to June, 2009, Flurida Group, Inc. purchased 62,537 icemakers from
Zhong Nan Fu Rui at total cost of $ 699,544 for FOB shipping point at Qingdao,
China .  The total parts price of $ 699,544 from Zhong Nan Fu Rui
consists of 80% of direct manufacturing materials and labor, 10% of allocated
manufacturing overhead, and 10% of profit margin.





Flurida
Group, Inc. also purchased 750,992 motors, 17,000 fans, 6,000 lamps, and 14,920
dac boxes from Qingdao Fubida Electronics Co., Ltd. at total cost of $ 1,941,841
for FOB shipping point at Qingdao, China.





In
addition, Flurida Group, Inc. purchased magnets from Shanghai Fulu International
Trading Co., Ltd. a trading company established in 2007, located at Shanghai,
China, 100% owned indirectly by Jianfeng Ding and Yaru Huang, at total cost of
$14,134 for FOB shipping point at Shanghai, China.





To
manufacture the related refrigerator appliance parts, Zhong Nan Fu Rui needs key
parts made in USA, which were purchased through Flurida Group, Inc. in
USA.  The costs of purchasing the parts were $70,268.65 for 2nd quarter
2009.





Expense





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





We had
$27,173  in expenses in the three months ended June 30, 2008 vs.
$84,178 for the three months ended June 30, 2009.  The primary reasons
for this increase were increases in payroll and professional expenses from
$10,671.00 in the three months ended June 30, 2008 vs. $51,721.34 in the
three months ended June 30, 2009, an increase of $41,050.34 due to increased
sales activity.  And the increase in travel expense from $4,145 in the
three months ended June 30, 2008 vs. $17,063 in the three months ended June 30,
2009, an increase of $12,918 due to increased sales activity.


24


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





Income
Taxes





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


We paid
no income taxes for the three months ended June 30, 2008 and June 30, 2009 due
to the accumulated net operation loss.





Net Income and
Loss





Due to
the foregoing, we incurred a net loss of ($13,380) for the three month period
ended June 30, 2008 and recognized $233,237 of net income for the three month
period ended June 30, 2009.





For the six months ended
June 30, 2009 vs. June 30, 2008.





Revenue





We had
$208,107 revenue for the six months ended June 30, 2008.





As of
June 30, 2009, the Company incurred the total revenue of $ 4,545,077 which is
included


$3,040,753
from 2nd quarter
and $1,504,324 from 1st quarter
2009.





In
addition to the information concerning revenues for the three month period ended
June 30, 2009, with respect to revenues of $1,504,324 from 1st quarter
2009:





For the
three months ended March 31, 2009, we had revenue of $1,504,324 from
parts, motors and icemaker sales. All of our sales in the first three months
ended March 31, 2009 were to Electrolux and its affiliates or sub-assemblers as
well as to certain key parts made in the U.S. sold to Zhong Nan Fu
Rui.





Cost of
Revenue





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





Our Cost
of Goods Sold for the six months ended June 30, 2008 was $197,705.





As of
June 30, 2009, the Company incurred a total cost of good sold of $ 4,142,081
which is included $ 2,725,787.85 from 2nd quarter
and $1,416,293 from 1st quarter
2009.





In
addition to the cost of goods sold during the second quarter of 2009 described
above, we had $1,416,293 in cost of goods sold from 1st quarter
2009 as follows:





In the
period end March 31, 2009, Flurida Group, Inc. purchased 30,217 icemakers and
15,120 motors from Zhong Nan Fu Rui at total cost of $ 398,819 for FOB shipping
point at Qingdao, China respectively to the sales amount of
$431,032.  The total parts price of $ 398,819 from Zhong Nan Fu Rui
consists of 80% of direct manufacturing materials and labor, 10% of allocated
manufacturing overhead, and 10% of profit margin.





25




Flurida
Group, Inc. also purchased 310,508 motors, 1,600 fans, 6,830 lamps, and 4,324
dac boxes from Qingdao Fu Bi Da Co., Ltd. at total cost of $ 931,531 for FOB
shipping point at Qingdao, China.





In
addition, Flurida Group, Inc. purchased 37,260 magnets from Shanghai Fu Lu
Trading Co., Ltd. a trading company established in April 23, 2007, located at
Shanghai, China, 100% owned indirectly by Jianfeng Ding and Yaru Huang, at total
cost of $5,958 for FOB shipping point at Shanghai, China.





To
manufacture the related refrigerator appliance parts, Zhong Nan Fu Rui needs key
parts made in USA, which were purchased through Flurida Group, Inc. in
USA.  The costs of purchasing the parts were $79, 986.





Expense





Our
expenses consist of selling, general and administrative expenses.





We had
$132,291 in expenses in the six months ended June 30, 2008 vs. $221,916 for
the six months ended June 30, 2009, increase of $89,625 for the total operating
expenses.  The primary reasons for this increase were increases in
payroll expenses from $60,010 in the six months ended June 30, 2008 vs.
$90,905.22 in the six months ended June 30, 2009, an increase of 51% due to
increased sales and marketing activities; increases in trade shows and travel
expense from $4,145 in the six months ended June 30, 2008 vs. $40,682.64 in
the six months ended June 30, 2009, an increase of $36.357.64 due to increased
sales and marketing activities; and increases in professional fees from
$29,412.27 in the six months ended June 30, 2008 vs. $44,327 in the six
months ended June 30, 2009, an increase of $14,917.73 due to increased sales and
marketing activities.





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





Income
Taxes





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


We paid
no income taxes for the six months ended June 30, 2008 and June 30, 2009 due to
the net operation loss.





Net Income and
Loss





As a
result of the foregoing, we incurred a net loss of ($121,889) for the six month
period ended June 30, 2008 and net income of $184,026 for the six month period
ended June 30, 2009.





Commitments
and Contingencies





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


26


Foreign
Currency Translation





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





Liquidity
and Capital Resources





At June 30
                    
                    
                    At June 302009
                    
                    
                    2008Current
      Ratio
                    
                    
                    1.41
                    
                    
                    
                    11.10Cash
                    
                    $
                    738,140
                    
                    
                    
                    1,149,807Working
      Capital
                    
                    $
                    1,273,884
                    
                    
                    
                    1,204,038Total
      Assets
                    
                    $
                    4,410,364
                    
                    
                    
                    1,323,243Total
      Liabilities
                    
                    $
                    3,136,480
                    
                    
                    
                    119,205Total
      Equity
                    
                    $
                    1,273,884
                    
                    
                    
                    1,124,038Total
      Debt/Equity
                    
                    
                    2.46
                    
                    
                    
                    0.11





*Current
Ratio = Current Assets /Current Liabilities





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





The
Company had cash and cash equivalents of $738,140 at June 30, 2009 and the
working capital of $1,273,884.





The total
debt of $3,136,480 for June 30, 2009 includes the accounts payable of $3,134,948
and credit card payable of $1,532.





Our
independent auditor has indicated that there is substantial doubt about our
ability to continue as a going concern due to the Company’s short operating
history and accumulated operation loss.  The financial statements do
not include adjustments that might result from the outcome of this uncertainty
and if the Company is unable to generate significant revenue or secure
financing, then the Company may be required to cease or curtail its
operations.  However, due to the close relationship between the
Company and it’s major suppliers, Zhong Nan Fu Rui Mechanical Electronics
Manufacturing Co., Ltd., and Qingdao Fubida Electronics Co., Ltd., which are
100% owned directly or indirectly by the founders, Jianfeng Ding & Yaru
Huang, Zhong Nan Fu Rui’s and Qingdao Fubida’s current customers can be served
by the Company for the same quality of products and
services.  Besides, as of June 30, 2009, the cash and cash equivalent
balance was $738,140, the management believes that the revenues will be
generated and its cash flows will be maintained to cover all its operational
costs and the risk of going concern in long term is significantly
low.


27




Item
3.  Quantitative and Qualitative Disclosure about Market
Risk





Not
applicable.




Item
4.  Controls and Procedures.




Evaluation of Disclosure
Controls and Procedures





We
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act
(defined below)). Based upon that evaluation, our principal executive officer
and principal financial officer concluded that, as of the end of the period
covered in this report, our disclosure controls and procedures were effective to
ensure that information required to be disclosed in reports filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded,
processed, summarized and reported within the required time periods and is
accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.


Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud.  A control system,
no matter how well conceived and   operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints and the benefits of controls must be considered
relative to their costs.  Due to the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected.
Accordingly, management believes that the financial statements included in this
report fairly present in all material respects our financial condition, results
of operations and cash flows for the periods presented.





Changes in Internal Control
Over Financial Reporting





In
addition, our management with the participation of our Principal Executive
Officer and Principal Financial Officer have determined that no change in our
internal control over financial reporting occurred during or subsequent to the
quarter ended June 30, 2009 that has materially affected, or is (as that term is
defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of
1934) reasonably likely to materially affect, our internal control over
financial reporting.




PART
II — OTHER INFORMATION




Item
1.  Legal Proceedings.





None.




Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.





(a)                 Unregistered Sales of Equity
Securities.


28


The
Registrant did not sell any unregistered securities during the three months
ended June 30, 2009.




(b)                 Use of
Proceeds.




The
Registrant did not sell any unregistered securities during the three months
ended June 30, 2009.




Item
3.  Defaults Upon Senior Securities




None.




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




The
Registrant did not submit any matters to a vote of its security holders during
the three-months ended June 30, 2009.




Item
5.  Other Information.




Not
applicable.




Item
6.  Exhibits.




(a)
Exhibits.





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


29







*  This
exhibit shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.





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.





Flurida
Group, Inc., a Nevada corporation





Title
                        
                        Name
                        
                        Date
                        
                        SignaturePrincipal
      Executive
                          Officer
                        
                        Jianfeng
      Ding
                        
                        August
      13, 2009
                        
                        /s/
      Jianfeng
Ding





In
accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.





SIGNATURE
                      
                      NAME
                      
                      TITLE
                      
                      DATE/s/
      Jianfeng Ding
                      
                      Jianfeng
      Ding
                      
                      Principal
      Executive Officer
                        and
      Director
                      
                      August
      13, 2009/s/
      Yaru Hang
                      
                      Yaru
      Hang
                      
                      Principal
      Financial Officer
                        and
      Principal Accounting
                        Officer
                      
                      August
      13,
2009


30


EXHIBIT
INDEX





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








*  This
exhibit shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.


31