UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended August 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number 333-150385
HQ GLOBAL EDUCATION INC.
(Exact name of registrant as specified in its charter)
Delaware 26-1806348
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27th Floor, BOBO Fortune Center, No.368, South Furong Road,
Changsha City, Hunan Province, PRC 410007
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (86) 731-87828601
Securities registered pursuant to Section 12(b) of the Act:
N/A
(Title of class)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [X] Yes [ ] No
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the last 90 days.) [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-K (ss.229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [ ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition 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 company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of Common Stock held by non-affiliates of the
Registrant on February 26, 2010, the last business day of the Company's second
fiscal quarter, was $52,500,000 (12,500,000 shares of common stock held by
non-affiliates) based upon the closing price of $4.2 as quoted by OTC Bulletin
Board on such date. Shares of common stock held by each director, each officer
and each person who owns 10% or more of the outstanding common stock have been
excluded from this calculation in that such persons may be deemed to be
affiliates. The determination of affiliate status is not necessarily conclusive.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.
33,000,000 shares of common stock, $0.0001 par value, issued and outstanding as
of November 29, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
Item 1. Business 4
Item 1A. Risk Factors 18
Item 1B. Unresolved Staff Comments 18
Item 2. Properties 18
Item 3. Legal Proceedings 20
Item 4. [Removed and Reserved] 20
Item 5. Market for Common Equity and Related Stockholder Matters 21
Item 6. Selected Financial Data 21
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 21
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 32
Item 8. Financial Statements and Supplementary Data 33
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 34
Item 9A. Controls and Procedures 34
Item 9B. Other Information 35
Item 10. Directors, Executive Officers and Corporate Governance 36
Item 11. Executive Compensation 38
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 40
Item 13. Certain Relationships and Related Transactions, and Director
Independence 42
Item 14. Principal Accountants Fees and Services 43
Item 15. Exhibits, Financial Statement Schedules 44
2
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. These statements relate to future events or our
future financial performance. We have attempted to identify forward-looking
statements by terminology including "anticipates", "believes", "expects", "can",
"continue", "could", "estimates", "expects", "intends", "may", "plans",
"potential", "predict", "should" or "will" or the negative of these terms or
other comparable terminology. These statements are only predictions.
Uncertainties and other factors may cause our actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels or activity, performance or achievements expressed or implied by
these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Our expectations are as of the date this
Form 10-K is filed, and we do not intend to update any of the forward-looking
statements after the filing date to conform these statements to actual results,
unless required by law.
3
PART I
ITEM 1. BUSINESS
This annual report contains forward-looking statements. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors" that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States Dollars. As used in this annual report, the terms
"we", "us", "our company", mean HQ Global Education Inc., a Delaware
corporation. In addition, references to our "financial statements" are to our
consolidated financial statements except as the context otherwise requires.
Except as otherwise indicated by the context, the abbreviations used in this
report have the following meanings:
* "Green Star" refers to Green Star Mining Corp., a Delaware
corporation;
* "Risetime" refers to Risetime Group Limited, a British Virgin Islands
corporation that is wholly-owned by Green Star;
* "Global Education" refers to Global Education International Limited, a
Hong Kong corporation that is wholly-owned by Risetime;
* "WFOE" refers to Xiangtan Nicestar Business Administration Co., Ltd,
our wholly-owned Chinese subsidiary;
* "Oya" refers to Hunan Oya Education Technology Co., Ltd;
* "Nicestar" refers to Nicestar International Limited, a British Virgin
Islands corporation that was the former shareholder of Risetime prior
to the reverse acquisition;
* "Securities Act" means the Securities Act of 1933, as amended;
* "Exchange Act" means the Securities Exchange Act of 1934, as amended;
* "RMB" means Renminbi, the legal currency of China;
* "U.S. dollar", "$" and "US$" mean the legal currency of the United
States;
* "China" and "PRC" refer to "People's Republic of China".
OVERVIEW
HQ Global Education Inc. (the "Company", "we", "us" or "our") is a Delaware
corporation incorporated on January 22, 2008 and we are headquartered in Hunan
Province, China. Currently, the Company's common stock is trading on the
Over-the Counter Bulletin Board under the ticker HQGE.OB.
We provide vocational education and vocational training services to a varied
student population throughout China. We generate revenue from tuition, school
logistics services, and off-campus internship management fees. Our services are
developed with many target employers to provide them with the skilled workers
they require. As a consequence, 100% of our graduates obtain jobs with our
cooperative companies. We offer a wide range of educational programs and
services through vocational schools, consisting primarily of "Customized
Education" programs for various vocational skills and school logistic services
and have a 100% graduation rate. We provide educational services under our "HQ"
brand. We believe our "HQ" brand is a famous brand in China's private vocational
education sector, as evidenced by awards we received from many government
authorities and semi-government entities, including the title of "State-level
Key Secondary Vocational Schools" granted by the Ministry of Education of the
People's Republic of China, and the title of "Famous Non-government Funded
School" and the "Entity with Outstanding Contributions" granted by the Chinese
People's Political Consultative Conference (the "CPPCC").
Since our inception in 1994, we have had approximately 100,150 cumulative
student enrollments. For the twelve months ended August 31, 2010, we had 15,159
newly-enrolled students. We deliver our educational programs to students through
ten schools and have approximately 2,894 faculty members as of August 31, 2010.
4
We have experienced significant growth in our business in recent years. For the
year ended August 31, 2010, our total revenue was $47,055,306, representing an
increase of $10,943,984 or 30.31% as compared with $36,111,358 for the year
ended August 31, 2009. Our gross profit for the year ended August 31, 2010 was
$17,931,787, representing an increase of $4,656,851 or 35.08% as compared with
$13,274,936 for the prior year. For the years ended August 31, 2010 and 2009,
net revenues from our "Customized Education" accounted for 12.99% and 14.20%,
respectively. Our net income increased from $10,667,175 for the year ended
August 31, 2009 as compared to $13,569,003 for the year ended August 31, 2010,
demonstrating an annual growth rate of 27.20%.
OUR CORPORATE HISTORY AND STRUCTURE
Mr. Guangwen He, our President and Chief Executive Officer, established
Ningxiang Huanqiu Computer Training School (the predecessor of Changsha Huanqiu)
in Ningxiang County, Changsha, China in August 1994 to offer computer training
services. Since its inception, Changsha Huanqiu has grown rapidly and
transformed itself from primarily a computer training school to a comprehensive
provider of vocational education , skill training services, and a wide range of
educational services and products to a variety of students throughout China. Mr.
He established Shaoshan Huanqiu in Shaoshan City on May 15, 2006 to provide
secondary vocational education and training services.
Risetime Group Limited ("Risetime") was incorporated in the British Virgin
Islands on December 17, 2007. Global Education International Limited ("Global
Education") was incorporated under the laws of Hong Kong on November 15, 2007.
Global Education became the wholly owned subsidiary of Risetime on July 31,
2009. Global Education formed Xiangtan Nicestar Business Administration Co.,
Ltd. as a wholly foreign owned enterprise ("WFOE") under the laws of the PRC on
September 30, 2009.
Hunan Oya Education Technology Co., Ltd ("Oya"), the operating company in the
PRC, was organized under the laws of the PRC in November 20, 2008 and is
directly owned by Mr. Guangwen He and Mrs. Yabin Zhong.
Under the laws of the PRC, a foreign (non-PRC) company cannot acquire Oya
directly. As a result, WFOE entered into a series of contractual agreements with
Oya, which we believe gives us effective control over Oya. These agreements are
described in detail under the section "Contractual Arrangements between WFOE,
Oya and its Shareholders".
We operate four private secondary vocational schools (Changsha Huanqiu, Shaoshan
Huanqiu, New HQ Technical and Tianzhen Huanqiu) and a public secondary
vocational school (Shaoshan Vocational School) in China through Oya. Changsha
Huanqiu and Shaoshan Huanqiu are owned by Mr. Guangwen He, and New HQ Technical
and Tianzhen Huanqiu are directly owned by Oya. Through Changsha Huanqiu, we
operate five public secondary vocational schools, Yingjing Vocational School,
Tianquan Vocational School, Shimian Vocational School, Lushan Vocational School
and Shaoyang Vocational School. For a description of these arrangements, see
"Contractual Arrangements for the Operation of Two Private Vocational Schools"
and "Contractual Arrangements for the Operation of Six Public Vocational
Schools".
REVERSE ACQUISITION
On February 8, 2010, Green Star entered into a Share Exchange Agreement with
Risetime, and its sole shareholder, Nicestar International Limited ("Nicestar"),
a British Virgin Islands company (the "Share Exchange Agreement"). Pursuant to
the Share Exchange Agreement, Nicestar agreed to transfer all of its shares of
the capital stock of Risetime, in exchange for 20,500,000 newly issued shares of
Green Star's common stock that would, in the aggregate, constitute 62.12% of
Green Star's issued and outstanding capital stock as of and immediately after
the consummation of the transactions contemplated by the Share Exchange
Agreement. Upon the consummation of the reverse acquisition, Nicestar becomes
Green Star's controlling stockholder.
As a result of the reverse acquisition, Green Star acquired 100% of the capital
stock of Risetime and consequently, control of the business and operations of
Risetime, WFOE, Oya and its affiliated entities. Prior to the reverse
acquisition, Green Star was in the development stage engaged in the acquisition
and exploration of mining properties and had not yet realized any revenues from
operations. From and after the closing of the Share Exchange Agreement, Green
Star's primary operations consist of the business and operations of Risetime,
which are conducted by Oya and its affiliated entities.
Upon the closing of the reverse acquisition, on February 11, 2010, Green Star's
sole director and officer, Mr. Yi Chen, submitted his resignation letter
pursuant to which he resigned, effective immediately, from all offices of Green
Star that he held and from his position as Green Star's director.
Simultaneously, five new directors were appointed, including three independent
directors. Mr. Guangwen He was appointed as our Chief Executive Officer and
Chairman of the Board at the closing of the reverse acquisition. Descriptions of
our proposed directors and officers can be found in item 10 below.
5
The structure after the reverse acquisition is illustrated as below:
[GRAPHIC SHOWING THE COMPANY STRUCTURE AFTER REVERSE ACQUISITION]
6
We changed our name from Green Star Mining Corp. to HQ Global Education Inc.
pursuant to the Amended and Restated Certificate of Incorporation filed with the
Secretary of State of State of Delaware on February 24, 2010, which has been
approved by FINRA as of March 22, 2010. We have also been granted a new symbol
("HQGE") on the OTC Bulletin Board.
Effective March 22, 2010, we changed our fiscal year end to August 31 from our
former fiscal year end of February 28.
Following the reverse acquisition, we, through our Chinese consolidated
entities, provide vocational education and vocational skill training services to
a variety of students throughout China. Our executive office is located at 27th
Floor, BOBO Fortune Center, No.368, South Furong Road, Changsha City, Hunan
Province, PRC, 410007, our telephone number is (86 731) 8887 3727, and our fax
number is (86 731) 8887 3727. Our website is www.hq-education.com. Information
on our website or any other website is not a part of this annual report.
CONTRACTUAL ARRANGEMENTS BETWEEN WFOE, OYA AND ITS SHAREHOLDERS
We have been and are expected to continue to be dependent on Oya to operate our
education business until we qualify for direct ownership of an education
business in China under PRC laws and regulations and acquire Oya as our direct,
wholly-owned subsidiary. Through our Chinese subsidiary, WFOE, we have entered
into a series of contractual arrangements with Oya and its shareholders which
enable us to:
* exercise effective control over Oya;
* receive a substantial portion of the economic benefits from Oya in
consideration for the services provided by our wholly-owned subsidiary in
China; and
* have an exclusive option to purchase all or part of the equity interests in
Oya when and to the extent permitted by PRC law.
EXCLUSIVE BUSINESS COOPERATION AGREEMENT. Through our wholly-owned Chinese
subsidiary, WFOE, we have entered into an Exclusive Business Cooperation
Agreement with Oya. The Exclusive Business Cooperation Agreement has an initial
term of ten years and will be renewed upon WFOE's written consent. Under this
agreement, WFOE provides comprehensive technical support, teaching support and
relevant consulting services to Oya. As consideration for such services provided
by WFOE, Oya will pay monthly service fee to WFOE equal to 100% of the monthly
net income of Oya. Through the two parties' negotiation and with the prior
written consent of WFOE, the monthly service fees may be adjusted based on the
actual services provided by WFOE and the actual business demands of Oya.
LOAN AGREEMENTS. Under the Loan Agreements, WFOE will make loans in the
aggregate principal amount of RMB 130 million (approximately $19 million) to the
shareholders of Oya, each shareholder receiving a share of the loan proceeds
proportional to its ownership percentage in Oya. WFOE agrees to grant loans to
the shareholders of Oya within 20 days after receiving written drawdown notice
from the shareholders. The terms of these loans are 10 years and may be extended
with the consent of the parties. These loans do not bear interest.
PROXY LETTERS. On November 28, 2009, each of the shareholders of Oya executed a
Proxy Letter. Under the Proxy Letters, Mr. Guangwen He and Ms. Yabin Zhong each
irrevocably entrusted WFOE with the right to act as his/her proxy and vote all
of his/her equity interests in Oya. Each of the Proxy Letters will remain
effective as long as Mr. He or Ms. Zhong remains a shareholder of Oya.
EXCLUSIVE PURCHASE OPTION AGREEMENTS. Under the Exclusive Purchase Option
Agreements dated November 28, 2009 among WFOE, Oya and the shareholders of Oya,
the shareholders granted WFOE an irrevocable and exclusive right to purchase all
or part of their equity interests in Oya. The purchase option may be exercised
by WFOE in its sole discretion at any time that the exercise would be
permissible under PRC laws, and the total purchase price for the WFOE's
acquisition of the entitle equity interests of Oya is RMB (Y)20 (equivalent to
$3.0), subject to necessary adjustment under applicable PRC laws at the time
when such share transfer occurs. The terms of these agreements are 10 years and
may be extended at the option of WFOE. The Exclusive Purchase Option Agreements
contain agreements from Oya and its shareholders that they will refrain from
taking some actions without the prior written consent of WFOE, such as amending
the bylaws of Oya, increasing or reducing the registered capital of Oya, or
declaring dividends of Oya.
EQUITY PLEDGE AGREEMENTS. Pursuant to the Equity Pledge Agreements dated
November 28, 2009 between WFOE and the shareholders of Oya, each shareholder
agreed to pledge his or her equity interest in Oya to WFOE to secure the
performance of the shareholders' obligations under the Loan Agreements. Under
the Equity Pledge Agreements, each of the shareholders has agreed not to
transfer or create any encumbrance on his or her equity interest in Oya without
the prior written consent of WFOE.
7
CONTRACTUAL ARRANGEMENTS FOR THE OPERATION OF TWO PRIVATE VOCATIONAL SCHOOLS
BUSINESS COOPERATION AGREEMENTS. On July 28, 2009, Oya entered into Business
Cooperation Agreements with Changsha Huanqiu and Shaoshan Huanqiu respectively,
which are our consolidated private schools owned by Mr. Guangwen He. Each
Business Cooperation Agreement has a term of fifteen years, which may be
extended with the written consent of the parties thereto. Under these
agreements, Oya agreed to provide comprehensive and exclusive technical support,
business support and relevant consulting services to the two private schools,
including but not limited to making diversified investments, formulating student
enrollment policies and financial policies, and authorizing the schools to use
the "HQ" brand. Meanwhile, all revenues of these two schools belong to Oya; Oya
has the right to distribute their profits, to appoint all their senior
management and to dispose the net assets of these two private schools.
CONTRACTUAL ARRANGEMENTS FOR THE OPERATION OF SIX PUBLIC VOCATIONAL SCHOOLS
JOINT SCHOOL-RUNNING AGREEMENT WITH RESPECT TO SHAOSHAN VOCATIONAL SCHOOL. On
March 30, 2009, Oya entered into a Joint School-Running Agreement with the
People's Government of Shaoshan City for the joint operation of Shaoshan
Vocational School. The term of the joint operation is 20 years, from April 8,
2009 to June 30, 2029. Under this agreement, Oya has the right to run and manage
Shaoshan Vocational School, to appoint personnel, to accumulate working capital
and to distribute profits during the term of the joint operation.
JOINT SCHOOL-RUNNING AGREEMENT WITH RESPECT TO YINGJING VOCATIONAL SCHOOL. On
May 9, 2005, Changsha Huanqiu entered into a Joint School-Running Agreement with
Yingjing Vocation School. The Education Bureau of Yingjing City is an
intermediary to this agreement. The term of the joint operation is 15 years,
from April 30, 2005 to April 30, 2020. During the term of the joint operation,
Changsha Huanqiu has the right to run and manage Yingjing Vocational School and
to accumulate working capital.
JOINT SCHOOL-RUNNING AGREEMENT WITH RESPECT TO TIANQUAN VOCATIONAL SCHOOL. On
February 20, 2006, Changsha Huanqiu entered into a Joint School-Running
Agreement with the Education Bureau of Tianquan County. The term of the joint
operation is 15 years, from February 20, 2006 to July 15, 2021. During the term
of the joint operation, Changsha Huanqiu has the right to run and manage
Tianquan Vocational School, to accumulate working capital and to distribute
profits.
JOINT SCHOOL-RUNNING AGREEMENT WITH RESPECT TO SHIMIAN VOCATIONAL SCHOOL. On
January 23, 2006, Changsha Huanqiu entered into a Joint School-Running Agreement
with the Education Bureau of Shimian County. The term of the joint operation is
15 years, from January 23, 2006 to July 30, 2021. During the term of the joint
operation, Changsha Huangqiu has the right to run and manage Shimian Vocational
School, to accumulate working capital and to distribute profits.
JOINT SCHOOL-RUNNING AGREEMENT WITH RESPECT TO LUSHAN VOCATIONAL SCHOOL. On May
18, 2006, Changsha Huanqiu entered into a Joint School-Running Agreement with
the Education Bureau of Lushan County. The term of the joint operation is 15
years, from May 18, 2006 to July 30, 2021. During the term of the joint
operation, Changsha Huanqiu has the right to run and manage Lushan Vocational
School, to accumulate working capital and to distribute profits.
JOINT SCHOOL-RUNNING AGREEMENT WITH RESPECT TO SHAOYANG VOCATIONAL SCHOOL. On
January 25, 2008, Changsha Huanqiu entered into a Joint School-Running Agreement
with the People's Government of Shaoyang County. The term of the joint operation
is 18 years, from January 25, 2008 to January 24, 2026. During the term of the
joint operation, Changsha Huanqiu has the right to run and manage Shaoyang
Vocational School, to appoint personnel, to accumulate working capital and to
distribute profits.
EDUCATION INDUSTRY AND MARKET OPPORTUNITY IN CHINA
Reflecting the magnitude of the overall population, the size of the education
and training market in China is the largest in the world and growing rapidly.
According to the World Bank Study which was issued on June 19, 2007, among
China's approximately 1.3 billion population, around 260 million are students
enrolled in basic, secondary and higher education programs and an additional 68
million adults are enrolled in a variety of other education and training
programs. Education spending in China is expected to grow rapidly as demand for
more skilled labor force grows and the participation rate in the educational
system increases consequently. The growth in educational spending will likely be
driven by several factors, including favorable demographic trends, growth in per
capita and disposable income, the limited supply of educational resources and
growing demand and government initiatives.
8
In 1986, the PRC government implemented a system of compulsory education that
requires each child to have at least nine years of formal education. When
students finish the nine-year compulsory education, they have two educational
options: (a) high schools or (b) secondary vocational schools. High school
graduates also have two educational options: (a) bachelor degree colleges and
(b) higher vocational schools. Secondary vocational school students can be
admitted to higher vocational schools if they pass the required tests. Higher
vocational school students can be admitted to bachelor degree colleges if they
pass the required tests.
China has one of the fastest growing economies in the world. As China's economy
continues to expand, the demand for skilled workers will increase. According to
China Human Resources Market Information Web, a governmental organization in
China, in the third quarter of 2009, the overall job opening-to-application
ratio of technical workers exceeded 1, and the opening-to-application ratio for
senior professional qualification holders and senior technicians reached 2.28
and 2.24, respectively. This study confirms that there is a wide-spread shortage
of senior blue collar workers in China. In the Yangtze River Delta, Pearl River
Delta and some coastal areas, many enterprises operations suffer from a shortage
of skilled workers. In some instances, factories have to be shut down due to the
lack of qualified skilled workers.
Secondary vocational schools that train skilled workers have witnessed great
booms and their graduates are in high demand. Many large companies establish
cooperative relationship with vocational schools, paying a fee to schools to
train their workers or rely heavily on these schools for recruitment of skill
workers.
Vocational education has also gained support from the Chinese government. The
Chinese government believes that there should be more vocational schools and
graduates than degree colleges and graduates for the overall expansion of
China's economy. All levels of government are required to speed up the
development of vocational education system in their respective regions. In 2005,
the State Council issued THE DECISION ON PROMOTING THE VOCATIONAL EDUCATION,
which sets the state policy to speed up the development of secondary vocational
education. Moreover, vocational education has been listed as one of major
development objectives in the Eleventh Five-year Development Plan of China. (1)
OUR STRENGTHS
We believe that the following competitive strengths contribute to our success
and differentiate us from our competitors:
WELL RECOGNIZED VOCATIONAL EDUCATION BRAND IN CHINA. With a 16-year history, our
"HQ" brand is a well-recognized brand in China. We have received numerous awards
and recognitions. For example, Changsha Huanqiu has been granted the title of
"State-level Key Secondary Vocational Schools" by the Ministry of Education of
the People's Republic of China; Tianquan Vocational School and Shaoshan
Vocational School have been awarded as "Provincial Key Schools" by the
Department of Education of Sichuan Province and Hunan Province, respectively;
Changsha Huanqiu has been granted the title of "Famous Non-government Funded
School" and the "Entity with Outstanding Contributions" by the Chinese People's
Political Consultative Conference (the "CPPCC"); and the title of "Outstanding
School-running Entity" by Hunan Provincial Government. Furthermore, the
achievements of the Company have been widely reported by news media, such as
CCTV, the People's Daily, Guangming Daily, Hong Kong Wenhui Daily, and Gov.cn,
the Chinese Central Government's Official Web Portal. We believe that our
established "HQ" brand allows us to further expand our market share in existing
markets and target new markets and areas of vocational education.
SUCCESSFUL ORDER-ORIENTED EDUCATION MODE. Order-oriented Education, or
"Customized Education", is essential to the success of the Company.
Order-oriented Education refers to the educational program that tailors
vocational education and training via cooperation agreements between us and
various enterprises. Under Order-oriented Education, we design and offer courses
to meet the specific needs of target employers. We first try to understand the
requirements of the industry, such as the specific skills and the number of
potential employees that are needed, and sign cooperation contracts with the
enterprises. "Order-oriented Education" reflects the resource sharing between
schools and enterprises. It benefits our students in their job hunting endeavors
after graduation. As a consequence, student recruitment witnessed a significant
expansion in recent years for our ten schools, and up to the twelve months ended
August 31, 2010, the employment rate remained 100% for the students who
graduated from our educational programs. We set up cooperative relationships
with 128 enterprises as of August 31, 2010, to carry out the customized training
program.
EXTENSIVE PROGRAM AND SERVICE OFFERINGS. We offer a wide range of educational
programs and services to a varied student population with diverse career
development needs. Our offerings primarily consist of various levels and types
of vocational training programs for graduates from junior secondary schools,
high schools and colleges, unemployed people and rural labor force, customized
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(1) http://english.gov.cn/2005-10/11/content_76462.htm.
9
pursuant to the need and requirement of our cooperating enterprises. As of
August 31, 2010, we had the following 17 categories of programs available for
enrollment: Mould Design and Manufacture, Numerical Control Technology, Computer
and Computer Application, Computer Information Management, Computer Software
Engineering, Computer-aided Design, Computer Repair and Maintenance, Computer
Network Engineering, Apparel Design and Technique, Electronic Commerce,
Accounting, Tour and Hotel Management, Secretary, Electronic Technology
Application, Electronic & Electrical, International Trade and Electromechanical
Integration. These 17 categories include about sixty programs. We believe the
breadth and the diversity of our programs and services increase our addressable
markets and enhance our overall revenue stability.
BROAD NATIONAL SCALE AND NETWORK. We have a broad national scale and network as
compared to other providers of vocational educational services in China. We
deliver our educational programs and services through a physical network of ten
schools, located in Hunan Province, Sichuan Province and Shanxi Province, as of
August 31, 2010. We typically locate our schools in and around selected area
with large amount of labor force supply. We believe this strategy allows us to
leverage the geographic difference of labor force supply and efficiently attract
prospective students.
SUCCESSFUL TRACK RECORD. We were founded in 1994 by our Chairman and Chief
Executive Officer, Guangwen He. Since then, we have developed ourselves from a
single school to educational group providing a wide range of educational
programs and services to a varied student population with diverse career
development needs in China. We have demonstrated significant growth in our
business since our inception, especially in recent years. Our school network
increased from one schools in 1994 to ten schools as of August 31, 2010. The
number of students increased from 34,000 for the year ended August 31, 2005 when
we operated one vocational school, to over 100,150 for the ten schools we
operated during the year ended August 31, 2010. Our total net income increased
from $10,667,175 for the year ended August 31, 2009 as compared to $13,569,003
for the year ended August 31, 2010, representing an increase of $2,901,828 or
27.20%.
EXPERIENCED MANAGEMENT TEAM WITH A PASSION FOR EDUCATION. Our board members have
an average of approximately 16 years of experience in the education industry.
Our senior management team is committed to and passionate about education. They
are familiar with the vocational education sector and relevant regulatory
environment in China and continue to be actively involved in our management and
strategic planning. In particular, Mr. Guangwen He, our Chairman and Chief
Executive Officer, is a renowned expert in vocational education with over 16
years of experience in the education industry and is a leader in the vocational
education community in China. He has served as director of the Association for
Non-Government Education of China, vice president of Association for
Non-Government Education of Hunan Province, vice president of Association for
Non-Government Education of Changsha City, and vice president of the Education,
Science, Culture and Health Board of 10th Changsha CPPCC. He has been selected
as an Expert Enjoying Special Government Allowances of the State Council. We
believe that our management team's passion for education and extensive
experience in the vocational education sector and relevant regulatory
environment in China have enabled us to successfully manage our operations and
growth, promote our brand and achieve our goals.
OUR GROWTH STRATEGY
Our goal is to grow rapidly as a leading provider of vocational educational
services in China. We intend to leverage our brand and national network to
achieve our goal by pursuing the following strategies:
EXPAND CAPACITY OF OUR CURRENT CAMPUSES AND IMPROVE OUR QUALITY OF TEACHING. We
expect to build new teaching facilities and purchase new equipments to make the
full capacity of our existing schools with a growth rate of 30%. In the
meanwhile, we will improve the professional skills of our faculty team via
training programs and hiring more high quality teaching staff, to ensure the
professional skills of our students can meet the requirement of our enterprise
clients. We also expect to reinforce our internal control, especially our
decision making process and cost control and performance assessment, to maximize
our work efficiency.
STRENGTHEN OUR COOPERATION WITH ENTERPRISES. We will fully utilize our
educational resources and try to keepa 100% student employment rate. With the
increase in student enrollment, more students will be arranged to work
off-campus for our cooperative companies during winter and summer vacations.
This will result in the increase in our revenue of such kind of service both for
enterprises and our students. Our target is to increase the number of the
enterprises which have cooperation relationships with us from 128 currently to
200 in the near future; especially the world top 500 enterprises are preferred.
INTEGRATE EDUCATIONAL RESOURCES AND FORM TEN BUSINESS DIVISIONS. To achieve
stable, sustainable and fast development, the Company has formed ten business
divisions to integrate market educational resources by the end of fiscal year
2010. Each division has an experienced manager responsible for its operation and
will complete its integration in the fiscal year 2011. We will start to assess
the performance of these ten business divisions in the fiscal year 2011 and
expect to see their great vitality in the reports for the fiscal year 2011.
10
ENHANCE BRAND IMAGE BUILDING. To seek sustainable development, we will enhance
image building of our brand and create distinctiveness of our brand. Management
believes this is essential for a stable long-term growth. We will see continuous
improvement in the core capacity of our management, marketing and auditing teams
as well as in our overall business capability.
OUR NETWORK
As of August 31, 2010, we deliver our education programs and services to
students through a network of ten schools, five of which are in Hunan province,
four are in Sichuan province and the other one is in Shanxi province and we have
enrolled students in 25 provinces across China.
In addition, as we have had over 100,150 student enrollments since our
inception, we have an extensive network of students and alumni. This network has
been essential in promoting our brand and our programs, services and products by
word-of-mouth referrals and through our students' and alumni's career
achievements.
The following table sets forth information concerning our schools as of August
31, 2010.
Newly Enrolled Students during the
School Location year ended August 31, 2010
------ -------- --------------------------
Changsha Huanqiu and New HQ technical Hunan Province 4,204
Shaoshan Huanqiu Hunan Province 3,147
Shaoshan Vocational School Hunan Province 2,187
Shaoyang Vocational School Hunan Province 862
Tianquan Vocational School Sichuan Province 1,075
Shimian Vocational School Sichuan Province 796
Lushan Vocational School Sichuan Province 1,357
Yingjing Vocational School Sichuan Province 1,531
-------
TOTAL 15,159
=======
BUSINESS MODEL
ORDER-ORIENTED EDUCATION
Mr. Guangwen He is the founder and CEO of Oya, the principal of Changsha
Huangqiu and Shaoshan Huanqiu. He has been engaged in vocational education since
1994. With 16 years' experience in education industry, Mr. He has become a
renowned expert in vocational education. Since the publication of Mr. He's book
on "order-oriented education" by Hunan Science and Technology Press in 2006,
"Order-oriented Education" has become our main operation mode. Over the past
years, we have witnessed a fast development through school-enterprise
cooperation under our order-oriented education mode.
Order-oriented Education refers to the educational program that tailors
vocational education and training via cooperation agreements between us and
various enterprises. Under this model, we design and offer courses to meet the
specific needs of target employers. We first try to understand the requirements
of the industry, such as the specific skills and the number of potential
employees that are needed and sign cooperation contracts with the companies. Our
schools then customize the curriculum according to the specific requirements of
target employers. At this stage, our revenue is derived from the students'
tuition and is recognized proportionately within the semester.
In the winter and summer breaks, work-study programs, i.e. off-campus
internships, are arranged for students. Our teachers work as the team leaders
for these students who are sent to different companies in groups. Through such
hands-on practice, students get familiar with the business requirements and the
production process. They equip themselves with skills to meet the specific
requirements of the target companies. As a result, students are competent for
their future positions without further training once they graduate from our
secondary schools.
For these kinds of internship arrangements, commissions are charged to the
companies based on the number of students they receive, with a standard charge
per student each time. We also obtain management fees from students with a fixed
rate per student per month. Such revenue is recognized upon the completion of
the internship arrangement. Upon graduation, eligible students are usually hired
11
by the same companies for which they interned. In such instances, students will
make a one-time payment to us for employment recommendations. Based on the
majors we design and the number of students we offer, we collect commissions
from recruiters for employment recommendation at different rates per person. We
recognize such revenue upon the completion of all the services related to the
employment.
To carry out the customized training program, we set up cooperative
relationships with 128 enterprises including Fuji Xerox Technology (Shenzhen)
Co., Ltd., Flextronics International (Zhuhai Doumen) Industrial Park, BYD
Company Limited, Shenzhen Sanyo Huaqiang Laser Electronic Co., Ltd., Foxconn
Technology Group, Olympus Shenzhen Industrial, Shenzhen Seg-Hitachi and NEC Wuxi
Branch, among many others.
ORDER-ORIENTED EDUCATION FLOW CHART
Step I Place Order Employing enterprises sign an agreement on
training with school (the "Training Order")
Step II Set Tuition The school applies to governmental pricing
authority for approval of the tuition
standard for new programs, if any, and to
obtain tuition permission accordingly.
Step III Establish Programs The school establishes programs.
Step IV Recruit students The school recruits students independently,
or Recruit Students via: (See Student
Recruitment section for details) Government
poverty relief offices Local education
authorities.
Step V Students study Students take courses and receive trainings.
in the school
Step VI Off-campus Students are sent to various enterprises for
internships internships, according to respective
Training Order.
Step VII Students return Students return to school to take further
to school professional courses, take the final exams
and then graduate.
Step VIII Students get Enterprises choose graduates and sign
employed employment agreements with them.
SCHOOL OPERATION
We operate schools in three basic modes described as follow:
AFFILIATED PRIVATE SCHOOLS. Oya operates four affiliated private vocational
schools (Changsha Huanqiu, Shaoshan Huanqiu, New HQ Technical and Tianzhen
Huanqiu) through contractual arrangements. For a description of these
arrangements, see "Contractual Arrangements for the Operation of Two Private
Vocational Schools".
JOINTLY-RUN PUBLIC SCHOOLS. Oya operates a public secondary vocational school
(Shaoshan Vocational School) in China through contractual arrangements. Changsha
Huanqiu operates five public secondary vocational schools, Yingjing Vocational
School, Tianquan Vocational School, Shimian Vocational School, Lushan Vocational
School and Shaoyang Vocational School through contractual arrangements. For a
description of these arrangements, see "Contractual Arrangements for the
Operation of Two Private Vocational Schools" and "Contractual Arrangements for
the Operation of Six Public Vocational Schools".
OTHER COOPERATIVE SCHOOLS. Changsha Huanqiu has contractual arrangements with
several independent private or public schools. Through such arrangements,
Changsha Huangqiu provides various services, typically including recruiting
students, providing school facilities and providing faculty and management
service. Changsha Huanqiu receives commissions from the cooperative schools. The
current cooperative schools include Xiangtan Radio and Television University,
Changsha University of Science and Technology, Hunan Normal University, Yiyang
Radio and Television University.
OUR PROGRAMS AND SERVICES
We provide a wide variety of educational services intended to address the needs
of employers and our students. We deliver education to our students both in
traditional classroom settings and through field instruction.
12
MAIN TRAINING PROGRAMS
We offer a total of approximately 60 programs under 17 categories. Below is a
list of our most-attractive key programs:
1. Mechanical Design and Manufacture
Length of Program: 3~4 years
Program objectives: To train
intermediate and senior technicians
[PHOTO OF CAD SYSTEM] capable of computer-aided design,
mechanical design and manufacture,
equipment manufacture, maintenance,
debugging and management.
Target Jobs: CAD/CAM design, production
and equipment management in mechanical
manufacture industry.
2. Mechanical Design and Automaton
Length of Program: 3-4 years
Training objectives: To train
intermediate and senior technicians
[PHOTO OF MECHANICAL DESIGN capable of modern mechanical
AND AUTOMATON SYSTEM] manufacturing, basic automation theory,
and design, manufacturing, control and
management of modern mechanical
equipment. Target Jobs: Installation,
debugging, maintenance and management
of machinery for manufacture
enterprises; sale and manufacture of
electromechanical equipment.
3. Numerical Control Technology
Length of Program: 3 years
Training objectives: To train senior
technicians capable of NC principle, NC
[PHOTO OF NC SYSTEM] programming, NC processing, NC
equipment operation, debugging, repair
and technical management. Target Jobs:
NC programming, NC equipment operation,
maintenance and technical management,
NC design selling and after-sales
service, etc. in manufacture
enterprises.
4. Mold Design And Manufacture
Length of Program: 3~4 years
Training objectives: To train senior
technicians specializing in mold
PHOTO OF MOLD DESIGN AND processing technique, mold fabrication
MANUFACTURE SYSTEM] and repair. Target Jobs: Mold design,
manufacture and repair, mold equipment
installation, debugging, maintenance
and management in industries of
machinery, electronics, electric
appliance, light industry and plastic.
5. Computer-aided Design And Manufacture
Length of Program: 2 years
Training objectives: To train senior
technicians capable of CAD and CAM
[PHOTO OF CAD CAM SYSTEM] technologies.
Target Jobs: Computer-aided design
and manufacturing of machinery,
secondary development of mechanical
CAD software and technical management.
13
6. Computer and Computer Application
Training objective: To train
technicians having a solid computer
foundation and basic skills and
[PHOTO OF COMPUTER ROOM] specializing in computer repair and
maintenance, network engineering,
computer installation, debugging and
software application on the front line
of production and service. Target
Jobs: computer operation and
management in enterprises and public
service entities, and technicians in
computer companies.
7. Electronic Technology Application
Training objectives: To train
technicians having a good command of
fundamental theories and professional
[PHOTO OF ELECTRONIC EQUIPMENT] theories related to electronics and
household electric appliances and
having skills in electronic product
application and repair. Target Jobs:
Technicians and technique designers of
electronic product companies.
8. Electronic Commerce (Secretary)
Length of Program: 2 years
Training objectives: To train
intermediate and senior technicians
[PHOTO OF ELECTRONIC COMMERCE having a good command of office
(SECRETARY) automation, secretarial skills and
other professional skills. Target
Jobs: Secretary in enterprises, public
service entities, and financial
institutions.
9. Apparel Design And Technique
Length of Program: 2 years
Training objectives: To train
personnel specializing in costume
[PHOTO OFAPPAREL DESIGN AND design, manufacturing and management.
TECHNIQUE] Target Jobs: Apparel design, new
product development, costume
production technique and inspection in
costume enterprises.
MARKETING AND STUDENT RECRUITMENT
PROSPECTIVE STUDENTS
Our prospective students include graduates from junior secondary schools, high
schools and colleges, unemployed people and the rural labor force. Currently, we
have students coming from 25 provinces across China. Our students live in the
dorms of the corresponding schools where they study. The average accommodation
fee is RMB280 (approximately $41) per student each semester.
PROSPECTIVE EMPLOYERS FOR OUR GRADUATES
The prospective employers for our graduates include various types of
enterprises, including both domestic companies and foreign companies in China,
in the industries of electronics, computer, machinery, service, tourism and
hotel management.
STUDENT RECRUITMENT
We believe prospective students are attracted to our schools due to our
excellent brand name, the quality of our programs and the high employment rate
of our graduates. We formulate our student recruitment plan based on the
operation capacity of each school. We employ various marketing methods to
attract students, including media advertisement, distribution of marketing
materials and referrals of social celebrities, students, alumni and their
parents and friends.
14
FACULTY
We believe that our faculty is critical to our success. As our teachers interact
with our students on a daily basis, they are critical to maintaining the quality
of our programs and services and to maintaining our brand and reputation. We
seek to continue to hire teachers who have a strong command of the subject areas
to be taught and meet our qualifications.
Our faculty members are required to undergo a job training period, during which
they receive training in teaching skills and subject matter of relevant courses.
We also provide various forms of continuing training, such as cross-subject
training, expert seminar and practice in enterprises, so that our teachers can
stay abreast of changes in industry requirements and student demands.
As of August 31, 2010, we have 2,894 faculty members in total, of whom 51
teachers have senior professional qualification and 192 teachers have
intermediate professional qualification. In addition, we have 745 supporting
staff, and a think-tank consisting of 12 part-time expert consultants.
COMPETITION
The vocational education sector in China is rapidly evolving, highly fragmented
and competitive, and we expect competition in this sector to persist and
intensify. Most of our competitors focus on targeted markets, both in terms of
the particular segments of students they aim to attract and the local markets in
which they operate.
We compete with a number of PRC companies that sell educational services in the
PRC. For example, we face nationwide competition for our computer courses from
Xinhua Computer School, which offers computer-related courses in many cities in
China. We face regional competition for our computer, electronic technique, and
apparel-making programs from several competitors, such as Shandong Lanxiang
Senior Technology School. We also face limited competition from many competitors
that focus on providing vocational training courses in specific geographic
markets in China.
We believe that the principal competitive factors in our markets include the
following:
* brand recognition;
* employment rate for graduates;
* overall student experience;
* ability to effectively market programs, services and products to a
broad base of prospective students;
* scope and quality of program, service and product offerings; and
* alignment of programs, services and products catering to specific
needs of students and employers.
We believe that our primary competitive advantages are our well-known "HQ"
brand, our order-oriented education mode, our high employment rate of graduates,
our close link with employers and the breadth and quality of our programs and
services. However, some of our existing and potential competitors may have more
resources than we do. These competitors may be able to devote greater resources
to the development, promotion and sale of their programs, services and products
of specific professional areas in specific geographic regions.
INTELLECTUAL PROPERTY
TRADEMARKS
We have registered two trademarks with the Trademark Bureau under the State of
Administration for Industry & Commerce, PRC, as follows:
Trademarks Registered Owner Certificate No. Valid Term
---------- ---------------- --------------- ----------
[CHINESE GRAPHIC] Hunan Oya Education No.4025352 April 14, 2007 to April 13, 2017
Technology Co., Ltd.
[CHINESE GRAPHIC] Hunan Oya Education No.3968713 April 28, 2007 to April 27,2017
Technology Co., Ltd.
15
DOMAIN NAMES
We have registered the following domain name: www.hq-education.com.
REPORTS TO SECURITY HOLDERS
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to reports filed or furnished pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. You
may read and copy any materials we file with the Commission at the SEC's website
or by contacting the SEC's Public Reference Room at 100 F Street, NE.,
Washington, DC 20549, on official business days during the hours of 10 a.m. to 3
p.m. You may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. In addition, the Commission maintains
an Internet site that contains reports and other information regarding issuers
that file electronically with the Commission and at HTTP://WWW.SEC.GOV. You may
also obtain copies of reports filed with the SEC, free of charge, via a link
included on our website at http://www.hq-education.com.
GOVERNMENT REGULATIONS
Because our principal operating VIE, Oya, is located in the PRC, our business is
regulated by the national and local laws of PRC. We believe our business is in
compliance with existing PRC laws, rules and regulations.
We operate our business in China under a legal framework that consists of the
State Council, which is the highest executive authority of the Chinese central
government, and several ministries and agencies under its authority, including
the Ministry of Education ("MOE"), the State Administration of Foreign Exchange
("SAFE"), the General Administration of Press and Publication ("GAPP"), the
State Administration for Industry and Commerce ("SAIC"), the Ministry of Civil
Affairs ("MCA"), and their respective authorized local counterparts.
REGULATIONS ON OPERATING PRIVATE SCHOOLS
The PRC central government, through the Ministry of Education, manages education
in the country at a macro level. The Ministry of Education is responsible for
carrying out related laws, regulations, guidelines and policies of the central
government; planning development of the education sector; integrating and
coordinating nationwide educational initiatives and programs; and guiding
education reform countrywide. Provincial governments are left to implement
policies at the micro level on a day-to-day basis, by managing basic education
through development of teaching plans to supplement the coursework required from
the Ministry of Education and funding of basic education in poorer areas.
Provincial level governments have the main responsibilities for implementing
basic education on a day to day basis. Since 1978, the PRC government has
promulgated a number of administrative regulations relating to education.
The principal regulations governing private education in China consist of the
Education Law of China, the Vocational Education Law of China, the Law for
Promoting Private Education (2003), the Implementation Rules for the Law for
Promoting Private Education (2004) and the Regulations on Chinese-Foreign
Cooperation in Operating Schools and the Implementing Rules for the Regulations
on Operating Chinese-Foreign Schools. These regulations are summarized below.
EDUCATION LAW OF CHINA
The Education Law of China, or the Education Law, was enacted on March 18, 1995.
The Education Law sets forth provisions relating to the fundamental education
systems of China, including a system of pre-school education, primary education,
secondary education and higher education, a system of nine-year compulsory
education and a system of education certificates. The Education Law requires the
government to formulate plans for the development of education and the
establishment and operation of schools and other education institutions. In
principle, enterprises, social organizations and individuals are encouraged to
operate schools and other types of educational organizations in accordance with
Chinese laws and regulations. Nevertheless, no school or any other educational
institution may be established for profit-making purposes. However, private
schools may be operated for "reasonable returns," as described in more detail
below.
THE VOCATIONAL EDUCATION LAW
The Vocational Education Law of China, or the Vocational Education Law, was
enacted on May 15, 1995. Under the Vocational Education Law, China encourages
institutions, non-governmental organizations, other public organizations and
individual citizens to establish vocational schools and vocational training
institutions in accordance with relevant regulations. Measures for the
establishment of vocational schools and vocational training institutions within
Chinese territory by a foreign organization or individual shall be formulated by
the State Council. The Vocational Education Law sets forth the basic conditions
for the establishment of vocational schools and training institutions. The
Vocational Education Law also sets forth provisions on the joint establishment
16
and operation of vocational education schools and institutions. Our consolidated
Chinese entity, Oya has entered into a Joint School-Running Agreement with the
People's Government of Shaoshan City for the joint operation of Shaoshan
Vocational School. Changsha Huanqiu has entered into Joint School-Running
Agreements with relevant government authorities for the joint operation of five
public vocational schools, Yingjing Vocational School, Tianquan Vocational
School, Shimian Vocational School, Lushan Vocational School and Shaoyang
Vocational School.
THE LAW FOR PROMOTING PRIVATE EDUCATION (2003) AND THE IMPLEMENTATION RULES FOR
THE LAW FOR PROMOTING PRIVATE EDUCATION (2004)
The Law for Promoting Private Education (2003) became effective on September 1,
2003, and its implementing regulations, the Implementation Rules for the Law for
Promoting Private Education (2004), became effective on April 1, 2004. Under
these regulations, "private schools" are defined as schools established by
individuals or private social organizations using private funds. Private schools
providing degree education, pre-school education, education for self-study aid
and other academic education are subject to approval by the education
authorities, while private schools engaging in occupational qualification
training and occupational skill training are subject to approvals from the
authorities in charge of labor and social welfare. An approved private school
will be granted an operating permit, and it must be registered with the MCA or
its local counterpart as a privately run non-enterprise legal person. Our
private vocational schools, Changsha Huanqiu and Shaoshan Huanqiu, have obtained
operating permits and have been registered with the relevant local office of the
MCA.
The operation of private schools is highly regulated. For example, the types and
amounts of fees charged by private schools offering certifications must be
approved by the relevant governmental authority and be publicly disclosed, and
the types and amounts of fees charged by private schools that do not offer
certifications need only be filed with the relevant governmental authority and
be publicly disclosed. Our consolidated private schools, Changsha Huanqiu and
Shaoshan Huanqiu, currently offer certifications to students, and the charged
fees have been approved by the local price control administrations and publicly
disclosed.
Private education is treated as a public welfare undertaking under the
regulations. Nonetheless, investors in a private school may elect to require
"reasonable returns" from the schools. Under the regulations, an election to
establish a private school as one requiring reasonable returns must be made in
the articles of association of the school. For schools that have made this
election, the amount of reasonable return that can be distributed to investors
each year is determined based on a percentage of the school's "operating
surplus," which is equal to the school's annual net income less the aggregate
amount of donations received, government subsidies, if any, the amount required
to be reserved for the school's development fund and other expenses as required
by the regulations. This percentage is determined by the school's board of
directors, taking into consideration the following factors: (i) the school's
tuition and other fees, (ii) the ratio of the school's expenses used for
educational activities and improving the educational conditions to the total
fees collected; and (iii) the school's admission standards and educational
quality. Information relating to these factors must be publicly disclosed before
the school's board determines the percentage of the school's annual net balance
that can be distributed as reasonable returns. This disclosed information and
the decision to distribute reasonable returns must also be filed with the
approval authorities within 15 days from the decision made by the board.
However, none of the current Chinese laws and regulations provides a formula or
other guidelines for determining "reasonable returns." In addition, none of the
current Chinese laws and regulations sets forth different requirements or
restrictions on a private school's ability to operate its education business
based on such school's status as a school that requires reasonable returns or a
school that has not made this election.
At the end of each fiscal year, private schools are required to allocate a
certain amount to their development fund for the construction and maintenance of
the school and the procurement and upgrade of educational equipment. For private
schools that require reasonable returns, this amount must be no less than 25% of
the annual net income or the annual increase in the net assets of the school,
while for other private schools, this amount must be no less than 25% of the
annual increase in the net assets of the school, if any. Private schools that
have not elected to require reasonable returns are entitled to the same
preferential tax treatment as public schools. The regulations require that
preferential tax treatment policies applicable to private schools requiring
reasonable returns to be formulated by the finance authority, taxation authority
and other authorities under the State Council, but to date no such regulations
have been promulgated by the relevant authorities. Neither of our consolidated
private schools is established as a school that requires reasonable returns. We
may change the status of our consolidated private schools to schools requiring
reasonable returns in future.
REGULATIONS ON CHINESE-FOREIGN COOPERATION IN OPERATING SCHOOLS
Chinese-foreign cooperation in the operation of schools and training programs is
specifically governed by the Regulations on Operating Chinese-Foreign Schools,
issued by the State Council in 2003 and the Implementing Rules for the
Regulations on Operating Chinese-Foreign Schools issued by the MOE in 2004 (the
"Implementing Rules").
The Regulations on Operating Chinese-Foreign Schools and the Implementing Rules
encourage substantive cooperation between overseas educational organizations
with relevant qualifications and experience in providing high-quality education
and Chinese educational organizations to jointly operate various types of
schools in the PRC, with such cooperation in the areas of higher education and
17
occupational education being encouraged. Chinese-foreign cooperative schools are
not permitted, however, to engage in compulsory education and military, police,
political and other kinds of education that are of a special nature in the PRC.
Besides, foreign educational institutions, other organizations or individuals
are prohibited from unilaterally establishing schools or other educational
institutions providing education mainly to Chinese citizens within the territory
of China.
Permits for Chinese-foreign cooperation in operating schools must be obtained
from the relevant education authorities or the authorities that regulate labor
and social welfare in China. We have not applied for a permit for
Chinese-foreign Cooperation in Operating Schools at this stage since all of our
private schools are operated by Oya.
ENVIRONMENTAL REGULATIONS
Our operations are not subject to any environmental regulations.
EMPLOYEES
We currently have 3,083 employees including our Chief Financial Officer and
Chief Executive Officer. We engage 1,225 of the employees on a full-time basis
and 1,858 on a part-time basis.
As of August 31, 2010, we employed a total of 2,894 employees. We engage 1,060
of the employees on a full-time basis and 1,834 on a part-time basis.
We consider our relations with our employees to be good. None of our employees
is represented by a labor union.
Our employees in China participate in a state pension plan organized by Chinese
municipal and provincial governments. We are required to make monthly
contributions to the plan for each employee at the rate of 20% of his or her
average monthly salary. In addition, we are required by Chinese law to cover
employees in China with various types of social insurance. We believe that we
are in compliance with the relevant PRC laws.
INSURANCE
Insurance companies in China offer limited business insurance products. While
business interruption insurance is available to a limited extent in China, we
have determined that the risks of interruption, cost of such insurance and the
difficulties associated with acquiring such insurance on commercially reasonable
terms make it impractical for us to have such insurance. As a result, we do not
carry business interruption insurance.
ITEM 1A. RISK FACTORS
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
LAND USE RIGHT
All land in PRC is owned by the government and cannot be sold to any individual
or entity. Instead, the government grants landholders a "land use right" after a
purchase price for such land use right is paid to the government. The land use
right allows the holder to use the land for a specific period of time and the
holder enjoys all the benefits incidental to land ownership.
We have obtained land use right to the following plots of lands:
Form of Expiration
No. Certificate No. User of the Land Area (m2) Acquisition Date Encumbrances
------------------- ---------------- --------- ----------- ---------- ------------
1 Shao Guo Yong (2010) Oya 27,283 By Transfer 5/25/2060 N/A
No. 10091
2 Shao Guo Yong (2009) Oya 15,807.9 By Transfer 5/13/2059 Pledged to China
No. 09130 Construction Bank
Period: 3/24/2010 -
3/23/2011
18
3 Ning (1) Guo Yong (2000) Changsha Huanqiu 2,053.975 By Transfer 6/17/2049 Pledged to Ningxiang
No. 0050 County Lijingpu Credit
Union. Pledge
Period: 11/13/2008 -
11/13/2011
4 Ning (1) Guo Yong (2000) Changsha Huanqiu 3,935 By Transfer 3/18/2050 N/A
No. 0051
5 Ning (1) Guo Yong (2000) Changsha Huanqiu 1,388.65 By Administrative N/A N/A
No. 0124 Grant
6 Ning (1) Guo Yong (2002) Changsha Huanqiu 15,124.8 By Transfer 10/23/2051 Pledged to Ningxiang County
No. 159 Lijingpu Credit Union.
Pledge Period: 12/13/2005 -
12/13/2010
7 Ning (2) Guo Yong (2003) Yabin Zhong* 228 By Transfer 12/31/2070 N/A
No. 2142
8 Ning (2) Guo Yong (2008) Yabin Zhong* 494.8 By Transfer 12/22/2059 N/A
No. 1226
9 Ning (2) Guo Yong (2002) Guangwen He * 192 By Transfer 10/30/2070 N/A
No. 1245
10 Ning (1) Guo Yong (2000) Hunan Changsha 629 By Transfer 3/13/2065 N/A
No. 0039 Binshan Industry
Co. Ltd. *
11 Ning (1) Guo Yong (2000) Hunan Changsha 3,550.15 By Transfer 9/5/2050 N/A
No. 0104 Binshan Industry
Co. Ltd. *
12 Ning (2) Guo Yong (2002) Guangwen He * 3,991.7 By Transfer 7/25/2052 The land use right of the
No. 01035 plot of land affiliated to
the building (Certificate
No: Ning Fang Quan Zheng Li
Jing Pu Zi No.00037612) has
been pledged to Ningxiang
County Lijingpu Credit
Union. Pledge Period:
5/30/2007 - 5/30/2010 The
land use right of the plot
of land affiliated to the
building (Certificate No:
Ning Fang Quan Zheng Li
Jing Pu Zi No.00037613) has
been pledged to Ningxiang
County Lijingpu Credit
Union. Pledge Period:
11/13/2008 - 11/13/2011
* These properties are held on behalf of Changsha Huanqiu under the name of
Guangwen He, Yabin Zhong or Hunan Changsha Binshan Industry Co. Ltd. (the
"Binshan Company"). Binshan Company is owned by Yabin Zhong. On March 1, 2004,
Changsha Huanqiu signed the Entrustment Agreement on Land and Real Properties
with Guangwen He, Yabin Zhong and Binshan Company. This agreement stipulates
that Changsha Huanqiu will from time to time authorize Guangwen He, Yabin Zhong
and Binshan Company to invest in lands and properties in their names using funds
from Changsha Huanqiu for the interest of Changsha Huanqiu, that Changsha
Huanqiu holds all the rights to these properties, that upon Changsha Huanqiu's
request, Guangwen He, Yabin Zhong and Binshan Company shall cause relevant
authorities to register these properties in the name of Changsha Huanqiu, and
that Guangwen He, Yabin Zhong and Binshan Company shall have no right to dispose
or encumber these properties.
BUILDING OWNERSHIP
We have ownership of the following buildings:
No. Certificate No. Owner Area (m2) Encumbrances
--- --------------- ----- --------- ------------
1 Ning Fang Quan Ningxiang Huanqiu 1,659.13 N/A
Zheng Li Jing Computer Training
Pu Zi No.00010484 School**
2 Ning Fang Quan Ningxiang Huanqiu 1,231.51 N/A
Zheng Li Jing Computer Training
Pu Zi No.00010482 School**
3 Ning Fang Quan Ningxiang Huanqiu 1,144.78 N/A
Zheng Li Jing Computer Training
Pu Zi No.00010483 School**
19
4 Ning Fang Quan Yabin Zhong* 624.36 N/A
Zheng Li Jing
Pu Zi No.00037614
5 Ning Fang Quan Yabin Zhong* 1056.12 N/A
Zheng Li Jing
Pu Zi No.00015919
6 Ning Fang Quan Yabin Zhong* 614.41 N/A
Zheng Li Jing
Pu Zi No.00015918
7 Ning Fang Quan Guangwen He* 3203.95 Pledged to Ningxiang County Lijingpu Credit Union.
Zheng Li Jing Pledge Period 11/13/2008 - 11/13/2011
Pu Zi No.00037613
8 Ning Fang Quan Guangwen He* 1166.2 N/A
Zheng Li Jing
Pu Zi No.00037611
9 Ning Fang Quan Hunan Changsha Binshan 3155.95 N/A
Zheng Yu Tan Industry Co. Ltd. *
Zi No.00015465
10 Ning Fang Quan Hunan Changsha Binshan 2911.5 Pledged to Ningxiang County Lijingpu Credit Union.
Zheng Yu Tan Industry Co. Ltd. * Pledge Period: 11/13/2008 - 11/13/2011
Zi No.00015466
11 Ning Fang Quan Hunan Changsha Binshan 2252.53 N/A
Zheng Yu Tan Industry Co. Ltd. *
Zi No.00015467
12 Ning Fang Quan Hunan Changsha Binshan 825.77 N/A
Zheng Yu Tan Industry Co. Ltd. *
Zi No.00019796
13 Ning Fang Quan Hunan Changsha Binshan 4719.53 N/A
Zheng Yu Tan Industry Co. Ltd. *
Zi No.00019793
14 Ning Fang Quan Hunan Changsha Binshan 6015.73 N/A
Zheng Yu Tan Industry Co. Ltd. *
Zi No.00019795
15 Ning Fang Quan Hunan Changsha Binshan 3876.22 N/A
Zheng Yu Tan Industry Co. Ltd. *
Zi No.00019797
16 Ning Fang Quan Guangwen He* 6658.82 Pledged to Ningxiang County Lijingpu Credit Union.
Zheng Yu Pledge Period: 5/30/2007 - 5/30/2010
Tan Zi No.00037612
* These properties are held by Guangwen He, Yabin Zhong or the Binshan Company
on behalf of Changsha Huanqiu. Binshan Company is owned by Yabin Zhong. On March
1, 2004, Changsha Huanqiu signed the Entrustment Agreement on Land and Real
Properties with Guangwen He, Yabin Zhong and Binshan Company. This agreement
stipulates that Changsha Huanqiu will from time to time authorize Guangwen He,
Yabin Zhong and Binshan Company to invest in lands and properties in their names
using funds from Changsha Huanqiu for the interest of Changsha Huanqiu, that
Changsha Huanqiu holds all the rights to these properties, that upon Changsha
Huanqiu's request, Guangwen He, Yabin Zhong and Binshan Company shall cause
relevant authorities to register these properties in the name of Changsha
Huanqiu, and that Guangwen He, Yabin Zhong and Binshan Company shall have no
right to dispose or encumber these properties.
** Ningxiang Huanqiu Computer Training School is the former name of Changsha
Huanqiu.
ITEM 3. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against us, nor
are we involved as a plaintiff in any material proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our company.
From time to time, we may become involved in various lawsuits and legal
proceedings that arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal proceedings or claims that we believe will have a
material adverse affect on our business, financial condition or operating
results.
ITEM 4. [REMOVED AND RESERVED]
20
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
From September 11, 2008 to March 22, 2010 our common stock has been quoted on
the OTC Bulletin Board under the symbol "GSTR.OB". Since March 22, 2010, our
symbol was changed to "HQGE.OB" and there has been extremely limited trading in
our common stock. We intend to apply for listing of our common stock on the
NASDAQ Capital Market.
The following table sets forth, for the fiscal periods indicated, the high and
low bid prices. These quotations reflect the closing inter-dealer prices,
without mark-up, mark-down or commission, and may not represent actual
transactions.
High Low
---- ---
Quarter Ending for Fiscal Year 2010
November 30, 2009 -- --
February 28, 2010 4.20 3.80
May 31, 2010 4.20 4.20
August 31, 2010 6.00 4.20
Quarter Ending for Fiscal Year 2009
November 30, 2008 -- --
February 28, 2009 -- --
May 31, 2009 -- --
August 31, 2009 -- --
APPROXIMATE NUMBER OF HOLDERS OF OUR COMMON STOCK
As of August 31, 2010 there were 43 holders of record of our common stock. This
number does not include shares held by brokerage clearing houses, depositories
or others in unregistered form.
DIVIDENDS
We have never declared or paid a cash dividend. Any future decisions regarding
dividends will be made by our board of directors. We currently intend to retain
and use any future earnings for the development and expansion of our business
and do not anticipate paying any cash dividends in the foreseeable future.
EQUITY COMPENSATION PLANS
As of August 31, 2010 we did not have any equity compensation plans.
RECENT SALES OF UNREGISTERED SECURITIES
During the quarter ended August 31, 2010, we did not issue or sell any
unregistered securities. As of August 31, 2010, we had 33,000,000 shares of
common stock issued and outstanding in total.
ITEM 6. SELECTED FINANCIAL DATA
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the consolidated financial condition and results of
operation of the Company for the years ended August 31, 2009 and 2010, should be
read in conjunction with the selected financial data, the financial statements
and the notes to those statements that are included elsewhere in this filing.
Our discussion includes forward-looking statements based upon current
expectations that involve risks and uncertainties, such as our plans,
objectives, expectations and intentions. Actual results and the timing of events
21
could differ materially from those anticipated in these forward-looking
statements as a result of a number of factors, including those set forth under
the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and
Business sections in this registration statement. We use terms such as
"anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect,"
"believe," "intend," "may," "will," "should," "could," and similar expressions
to identify forward-looking statements.
Management's discussion and analysis is intended to help the reader understand
the results of operations and financial condition of the Company. The following
discussion should be read in conjunction with the Consolidated Financial
Statements and accompanying notes ("Notes") included in this Form 10-K.
OVERVIEW
We are a leading vocational education service provider in China. We offer a wide
range of educational programs and services through vocational secondary schools
under "Customized Education" mode. . Our business mainly consists of various
vocational skills training programs, remote network education, school logistic
services, human resource services and development of educational materials. We
have abundant student sources that cover 25 provinces and 26 nationalities,
including graduates from junior high schools, senior high schools and junior
colleges, unemployed people and rural labor force.
Since China's entrance into World Trade Organization, hosting the 2008 Olympic
Games, and hosting the 41st World Expo in Shanghai and Asian Olympics in
Guangzhou in 2010, China has attracted international financial sources. In line
with the high economic growth rate, demand for workers and technicians with
specific skills has increased dramatically. To match the requirements, the
Chinese government issued several regulations such as Vocational Education Law
of the People's Republic of China, Regulations of the People's Republic of China
on Chinese-Foreign Cooperation in Running Schools, Law of the People's Republic
of China on the Promotion of Privately-run Schools and State Guidelines for
medium-to-long-term Education Reform and development Plan to enhance the
development of the vocational education industry. Under such preferential
policies, we have experienced significant and stable growth in our business in
recent years. We have established cooperative relationship with 128 enterprises.
We supply our trained students to these enterprises and make various training
courses available to their employees. These cooperative enterprises are mainly
located in the economic centers of China, which cover, INTER ALIA, Yangtze River
Delta (radiating from Shanghai to Nanjing, Hangzhou, Wuxi, Ningbo and other
coastal areas), the Pearl River Delta (radiating from Shenzhen to Dongguan,
Guangzhou, Huizhou, Panyu, Qingyuan, Shaoguan and other coastal areas), and many
inland provinces in China. HQ Global has become increasingly renowned throughout
China for its superior training to meet employer needs and its successful
production of outstanding technical specialists. As of August 31, 2010, the
employment rate remained 100% for the students who graduated from our vocational
programs and the supply is still inadequate to meet the demand.
OPERATIONS
Mr. Guangwen He is the founder and CEO of Oya Education Technology Co., Ltd.,
Changsha HQ Global Vocational School and Shaoshan HQ Global Technical School. He
has been engaged in vocational education and related investments since 1994. In
China, "Order-oriented Education", or customized education, was initially
created by Mr. Guangwen He and currently is our main operation mode.
Order-oriented Education refers to the educational program that tailors
vocational education and training via cooperation agreements between us and
various enterprises. Under Order-oriented Education, we combine the cultivation
targets with the specific needs of enterprises, curriculums with industry
production process, vocational training with position requirements. We create
qualified students in compliance with the requirements of the industry. At this
stage, our revenue is derived from the students' tuition and is recognized
proportionately within the semester.
We divide our teaching calendar into two semesters per year. The first and
second semester for fiscal year 2009 lasted from September 2008 to January 2009
and from February 2009 to August 2009 (including two-month summer break),
respectively, Our first and second semester for fiscal year 2010 lasted from
September 2009 to January 2010 and from March 2010 to August 2010 (including
two-month summer break), respectively. Our most recent teaching semester lasted
from March 1, 2010 to August 31, 2010. During this semester, we offered
approximately 60 programs under 17 categories to 34,477students.
During the winter and summer breaks, off-campus internships are provided to
students. Our teachers work as the team leaders for these students who are sent
to different enterprises in groups. Such on-field practice help students
understand the business, the production process, management model and position
requirements. As a result, students are prepared for their position without
further training once they are placed with the enterprise clients.
22
We receive commissions from the enterprise clients for placing intern students
with them. The amount of commission is based on the number of students an
enterprise client receives. We also receive management fees from the intern
students at a monthly fixed rate based on the duration of their internship. Such
revenue is recognized upon the completion of the internship arrangement. Upon
graduation, eligible students are usually hired by the same enterprise client
with which they interned. In such instances, we will receive placement fees from
the students and service fees from enterprise clients. Such revenue is
recognized upon the completion of all the services related to the job
arrangement.
"Order-oriented Education" reflects the resource sharing between schools and
enterprises. It benefits our students in their job hunting endeavors after
graduation. As a consequence, student recruitment witnessed a significant
expansion in recent years for our ten (10) schools that are located in Shaoshan,
Changsha and Shaoyang of Hunan Province, and in Lushan, Shimian, Tianquan and
Yingjing of Sichuan Province, and in Tianzhen of Shanxi Province, respectively.
To carry out the customized training program, we established cooperative
relationships with 128 enterprises as of August 31, 2010, including Fuji Xerox
Technology (Shenzhen) Co., Ltd., Flextronics (Zhuhai) Co., Ltd., Dongguan Master
Electronics Co., Ltd., ASUSTeK Computer (Shenzhen) Inc., Shanghai Inventec Co.,
Ltd., among many others.
PROSPECT
Under economic globalization, enterprises in China are expanding faster than
ever and this has resulted in a serious shortage of skilled personnel. According
to the Vocational Education 5-Year Development Plan issued on May 17, 2007 by
the MOE, the number of secondary vocational students is expected to reach 21
million by the end of 2010. A study conducted by National Institute for
Educational Research showed that the shortage of technical talents will range
from 17.46 million to 26.65 million by the end of 2010. This provides a huge
expansion space for the vocational education in the mainland of China and
provides desirable opportunities for the development of our business.
To achieve stable, sustainable and fast development, HQ Global formed ten
business divisions to integrate market educational resources in the fiscal year
2010. Each department has an experienced manager responsible for its operation
and will complete its integration in the fiscal year 2011. We will start to
assess the performance of these ten business divisions in the fiscal year 2011
and expect to see their great vitality in the reports for the fiscal year 2011.
These business divisions are as follows:
1. SECONDARY VOCATIONAL EDUCATION DIVISION. Under the customized education
mode, we expect to build new teaching facilities in our existing schools so
as to expand the capacity of student enrollment. Meanwhile, we are
expecting to add another ten (10) vocational or technical schools in the
coming five years which will be potentially located in provinces such as
Hubei, Hebei, Xinjiang and Hunan, in addition to the ten (10) schools we
currently operate.
2. REMOTE NETWORK EDUCATION DIVISION. We plan to integrate high quality
teaching resources to provide online educational training programs for
employees of the enterprises that have cooperative relationship with us.
3. VOCATIONAL CERTIFICATION DIVISION. We expect to offer primary, intermediate
and senior vocational qualification credentials to students at our existing
schools.
4. SHORT-TERM TRAINING DIVISION. We intend to utilize our existing teaching
resources including school buildings, facilities and staff to provide
foreign language, mandarin and computer training programs for primary and
secondary school students during summer and winter vocations.
5. HUMAN RESOURCES DIVISION. We plan to provide labor dispatch services and
senior talent recruiting services for enterprises.
6. PRE-SCHOOL EDUCATION DIVISION. Pre-school education refers to childhood
education. We are engaged in intellectual and interest development for
Children aged 3-5 years old.
7. CAMPUS SERVICES DIVISION. As a place gathering a large consumer group, each
of our schools provides good logistic services (food, drinks and daily
necessities) for our teachers and students, which effectively increases our
revenue.
8. TEACHING MATERIALS DEVELOPMENT AND MARKETING DIVISION. We organize our
excellent teachers and professional technicians from target enterprises to
develop useful teaching materials based on specific position requirements.
Those materials will be distributed outside schools across China.
9. CONTINUING EDUCATION DIVISION. We are rendering a new education program
named 2+2 Model. Under this program, students will take 2-year vocational
high school education and 2-year junior college education. Upon graduation,
they will obtain technical secondary school degree and junior college
degree to enhance their qualities and value.
23
10. ORDER-ORIENTED EDUCATION DIVISION. We will strive to stabilize our
relationships with the existing 128 cooperative enterprises and establish
cooperation with more enterprises, so that we can place more qualified
skilled workers at those enterprises and arrange more on-field, off-campus
internship opportunities for students.
Although the ten divisions' integration of our resources and operations have not
been displayed one by one in our financial statements which contained in this
report as of August 31, 2010, the detailed descriptions above reflect our
concentration and effort on potential new business as well as our confidence in
becoming a stronger educational group company.
CRITICAL ACCOUNTING POLICIES AND MANAGEMENT ESTIMATES
The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect our reported assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. We evaluate our estimates on an on-going basis and use them on
historical experience and various other assumptions that are believed to be
reasonable under the circumstances as the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates because of
different assumptions or conditions.
We believe the following critical accounting policies affect our significant
estimates and judgments used in the preparation of our consolidated financial
statements. These policies should be read in conjunction with Note 2 of the
Notes to consolidated financial statements.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America ("U.S. GAAP"). The consolidated financial statements include the
financial statements of the Company, Risetime, GEI, Xiangtan Nicestar, Oya, as
well as Oya's subsidiaries and VIEs. All significant inter-company balances and
transactions are eliminated in consolidation.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying
notes, and disclosure of contingent liabilities at the date of the consolidated
financial statements. Estimates are used for, but not limited to, the selection
of the useful lives and residual values of property and equipment and intangible
assets, provision for doubtful accounts, provision necessary for contingent
liabilities, fair values, revenue recognition, and other similar charges.
Management believes that the estimates utilized in preparing its consolidated
financial statements are reasonable and prudent. Actual results could differ
from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company adopted the provisions of Accounting Standards Codification ("ASC")
820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition
of fair value, prescribes methods for measuring fair value, and establishes a
fair value hierarchy to classify the inputs used in measuring fair value as
follows:
Level 1-Inputs are unadjusted quoted prices in active markets for identical
assets or liabilities available at the measurement date.
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities
in active markets, quoted prices for identical or similar assets and liabilities
in markets that are not active, inputs other then quoted prices that are
observable, and inputs derived from or corroborated by observable market data.
Level 3-Inputs are unobservable inputs which reflect the reporting entity's own
assumptions on what assumptions the market participants would use in pricing the
asset or liability based on the best available information.
The Company's consolidated financial instruments include cash and cash
equivalents, accounts receivable, advances to suppliers, other receivables,
accounts payable, accrued expenses, taxes payable, notes payable and other loans
24
payable. Management has estimated that the fair value of these financial
instruments approximate their carrying amounts due to the short-term nature. The
fair value of long-term loans also approximate their recorded value because the
interest rates charged under the loan terms are not substantially different than
current interest rates.
REVENUE RECOGNITION
The Company recognizes revenues in accordance with ASC 605 "Revenue
Recognition". The Company recognizes revenue when the following criteria are
met: (i) persuasive evidence of an arrangement exists, (ii) the services have
been rendered, (iii) the fees are fixed or determinable and (iv) collection of
the resulting receivable is reasonably assured.
(a) Tuition revenue received from educational programs and services is
recognized proportionately according to the progress the student completes
regarding educational programs in the school. Tuition paid in advance is
recorded as unearned revenues. As of August 31, 2010, the Company did not
have any tuition paid in advance.
(b) We provide off-campus internship arrangements for students and collect
service charges at fixed amount from both recruiters and students. Revenue
is recognized upon completion of the internship program.
(c) We provide other services, mainly logistic services, for our students and
the revenue from such services is recognized upon completion of the service.
ACCOUNTS RECEIVABLE
Accounts receivable consists of balances receivable for the charges of education
services we provided and for tuition revenues. Accounts receivable are recorded
at net realizable value consisting of the carrying amount less an allowance for
uncollectible amounts. As of August 31, 2010 and 2009, total accounts receivable
were $9,023,824 and $5,769,327 respectively, of which, $6,946,895 and $4,026,453
were tuition fees due from governmental organizations and associations under the
impoverished student aid programs for the years ended August 31, 2010 and 2009.
The Company does periodical reviews as to whether the carrying values of
accounts have become impaired. The assets are considered to be impaired if the
collectability of the balances become doubtful, accordingly, the management
estimates the valuation allowance for anticipated uncollectible receivable
balances. When facts subsequently become available to indicate that the
allowance provided requires an adjustment, then the adjustment will be recorded
as a change in allowance for doubtful accounts. As of August 31, 2010 and August
31, 2009, the allowance for doubtful accounts was $-0- and $55,836,
respectively.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost less accumulated depreciation and
any impairment losses. The cost of an asset is comprised of its purchase price
and any directly attributable costs of bringing the asset to its working
condition and location for its intended use. Expenditures incurred after the
property and equipment have been put into operation, such as repairs and
maintenance and overhaul costs is normally charged to the profit and loss
account in the year in which it is incurred.
We estimates the useful lives of property and equipment using the straight-line
method over the estimated useful lives of the assets, less any estimated
residual value. Estimated useful lives of the assets are as follows:
Teaching and dormitory facilities 10 - 30 years
Educational equipments and books 5 years
Office equipments and other equipments 5 years
Automobiles 5 years
IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with ASC 360, "Accounting for the Impairment or Disposal of
Long-Lived Assets", the Company is required to review its long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable through the estimated
undiscounted cash flows expected to result from the use and eventual disposition
of the assets. Whenever any such impairment exists, an impairment loss will be
recognized for the amount by which the carrying value exceeds the fair value.
25
The Company tests long-lived assets, including property, plant and equipment and
other assets, for recoverability when events or circumstances indicate that the
net carrying amount is greater than its fair value. Assets are grouped and
evaluated at the lowest level for their identifiable cash flows that are largely
independent of the cash flows of other groups of assets. The Company considers
historical performance and future estimated results in its evaluation of
potential impairment and then compares the carrying amount of the asset to the
future estimated cash flows expected to result from the use of the asset. If the
carrying amount of the asset exceeds estimated expected undiscounted future cash
flows, the Company measures the amount of impairment by comparing the carrying
amount of the asset to its fair value. The estimation of fair value is generally
determined by using the asset's expected future discounted cash flows or market
value. The Company estimates fair value of the assets based on certain
assumptions such as budgets, internal projections, and other available
information as considered necessary. There was no impairment of long-lived
assets during the years ended August 31, 2010 and 2009.
INTANGIBLE ASSETS
Intangible assets are accounted for in accordance with the provisions of ASC
350, "Goodwill and Other Intangible Assets". Under ASC 350, intangible asset
included in the carrying value of investments accounted for using the equity
method of accounting, and certain other intangible assets deemed to have
indefinite useful lives are not amortized. Indefinite-lived intangible assets
are assessed for impairment at least annually based on comparisons of their
respective fair values to their carrying values. Intangible assets with a
defined useful life are amortized over their useful lives.
RESULTS OF OPERATIONS FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009
Our chief operating decision maker ("CODM") is our Chief Executive Officer who
reviews the financial information of separate operating segments when making
decisions about allocating resources and assessing performance of the group.
Based on management's assessment, we have determined that we have three
operating segments which are Vocational Education, Order-oriented Service, and
Campus services. These three operating segments are also identified as
reportable segments.
* Vocational education services are our main business currently and we
provide a wide range of programs through our vocational secondary
schools. Fee based revenues from vocational education services
primarily consist of student tuition and fees derived from the
programs we offer and collected from students based on the fee
standards that filed and approved by the related local authorities;
* Revenue generated from Order-oriented services mainly consist of fees
we collected from students and enterprises sponsors related to campus
internship arrangement and job placement services;
* Revenue generated from Campus services primarily consist of canteen
services and grocery sales provided to our students
We adjusted our operating segments and have reclassified results of all periods
presented to conform to the revised operating segments disclosures for the years
ended August 31, 2010 and 2009.
Results of operations are a general reflection of our experience in providing
customized educational programs, the operation time of our schools, the
reputation of our schools, the scalability of our schools and the total number
of students, all of which demonstrated a growth trend in the past years and are
expected to expand in the future. Our expansion can be reflected specifically in
the increase of our student enrollment, the development of new customized
educational programs, the cooperation with more target employers, the education
appropriations from local government for running new schools. It also will be
reflected in our return from the investment on new business in the future. The
number of students (including current students and students graduated from our
schools) increased from 34,000 for the year ended August 31, 2005 when we
operated one vocational school, to approximately 100,157 for the ten schools we
operated in the year ended August 31, 2010.
The following table summarizes our consolidated operating results for the years
ended August 31, 2010 and 2009, respectively:
26
For the years ended August 31, Comparison
----------------------------- ----------------------------
2010 2009 Amount Percent
----------- ----------- ----------- -----------
US$ US$ US$ %
Revenue
-Fee based 34,755,064 24,838,086 9,916,978 39.93
-Service based 12,300,242 11,273,272 1,026,970 9.11
----------- ----------- ----------- ------
47,055,306 36,111,358 10,943,948 30.31
----------- ----------- ----------- ------
Cost of revenue
-Fee based (19,488,030) (14,260,958) (5,227,072) 36.65
-Service based (9,635,489) (8,575,464) (1,060,025) 12.36
----------- ----------- ----------- ------
(29,123,519) (22,836,422) (6,287,097) 27.53
----------- ----------- ----------- ------
Gross profit 17,931,787 13,274,936 4,656,851 35.08
Selling expenses (915,265) (640,576) (274,689) 42.88
G&A expenses (2,327,716) (1,818,177) (509,539) 28.02
----------- ----------- ----------- ------
Income from operations 14,688,806 10,816,183 3,872,623 35.80
Other expenses (1,119,803) (149,008) (970,795) 651.51
Income taxes -- -- -- --
----------- ----------- ----------- ------
Net income 13,569,003 10,667,175 2,901,828 27.20
=========== =========== =========== ======
In line with the business expansion, both revenue and profit have demonstrated
significant growth in these years. For the year ended August 31, 2010, we
achieved total revenue of $47,055,306, representing an increase of $10,943,948
or 30.31% when compared to $36,111,358 for the year ended August 31, 2009. The
significant increase in revenue was mainly attributable to the expansion of our
operation. Our net income was $13,569,003, representing an increase of $
2,901,828 or 27.20% when compared to $10,667,175 for the year 2009.
REVENUES,COST OF REVENUES AND GROSS PROFIT BY SEGMENT
Revenues for the years ended August 31, 2010 and 2009
Revenues Comparison
---------------------------- -------------------------
For the years ended August 31,
2010 2009 Amount Percentage
----------- ----------- ----------- ----------
Vocational Education - fee based $28,642,779 $20,362,001 $ 8,280,778 41%
Order-oriented service - fee based 6,112,285 4,476,085 1,636,200 37%
Campus Services - service based 12,300,242 11,273,272 1,026,970 9%
----------- ----------- ----------- ------
Consolidated revenue $47,055,306 $36,111,358 $10,943,948 30%
=========== =========== =========== ======
Cost of revenues for the years ended August 31, 2010 and 2009
Cost of revenues Comparison
---------------------------- -------------------------
For the years ended August 31,
2010 2009 Amount Percentage
----------- ----------- ----------- ----------
Vocational Education - fee based $18,571,780 $13,446,329 $ 5,125,451 38%
Order-oriented service - fee based 916,250 814,629 101,621 12%
Campus Services - service based 9,635,489 8,575,464 1,060,025 12%
----------- ----------- ----------- ------
Consolidated cost of revenues $29,123,519 $22,836,422 $ 6,287,097 28%
=========== =========== =========== ======
27
Gross profit for the years ended August 31, 2010 and 2009
Gross profit Comparison
---------------------------- -------------------------
For the years ended August 31,
2010 2009 Amount Percentage
----------- ----------- ----------- ----------
Vocational Education - fee based $10,070,999 $ 6,915,672 $ 3,155,327 46%
Order-oriented service - fee based 5,196,035 3,661,456 1,534,579 42%
Campus Services - service based 2,664,753 2,697,808 (33,055) -1%
----------- ----------- ----------- ------
Consolidated gross profit $17,931,787 $13,274,936 $ 4,656,851 35%
=========== =========== =========== ======
(1) Revenues from vocational education services primarily consist of student
tuition and fees derived from the programs we offer and collected from
students based on the fee standards that filed and approved by the related
local authorities. For the year ended August 31, 2010, total tuition and
miscellaneous fees had an increase of 40.66% when compared to tuition and
miscellaneous fees for the year ended August 31, 2009. The significant
increase was the result of increase in the student population and the
expansion of our business.
* Our student population increased to 34,477 as of August 31, 2010 when
compared to 29,833 for the year ended August 31, 2009, representing an
increase of 4,644 or 15.57%. Our order-oriented education mode,
excellent job placement rate and great reputation have attracted
greater number of students to study in our schools.
* During 2009, our variable interest entities, Hunan Oya Education
Technology Co., Ltd.(Oya) entered into exclusive business cooperation
agreements with Shaoshan Vocational Secondary School ("Shaoshan
Vocational School"), which operated in Shaoshan, Hunan Province and
thereafter the operating results of Shaoshan Vocational School was
consolidated into our consolidated financial statements. On September
1, 2009, Shaoshan Vocational School commenced operation and the total
number of students enrolled in the school in fiscal year 2010 was
2,187, and it contributed $2,845,615 to our total revenue.
* Our tuition standards for the programs - Numerical Control Technology,
Mold Design and Manufacture, Computer and Computer Application,
Electronic Commerce and public administration of the schools in Hunan
province for the year ended August 31, 2010 increase 4%-17% compared
with the prior year. The increase in tuition standards also led to the
increase in revenue.
Cost of vocational education services mainly includes salary and welfare of
teachers, depreciation of teaching facilities and educational equipments,
maintenance, and other expenses. With the increase in student enrollment and
tuition and miscellaneous fees, variable cost increased while the fixed cost
remains stable. This has resulted in the increase of one percent in the gross
profit rate of vocational education services for the year ended August 31, 2010
as compared with the gross profit rate for the year ended August 31, 2009.
(2) Order-oriented services refer to off-campus internship arrangement and job
placement service provided to our students. Order-oriented service revenue
for the year ended August 31, 2010 was $6,112,285, representing an increase
of $1,636,200 or 36.55% when compared to $4,476,085 for the l year ended
August 31, 2009. The significant increase in our order-oriented education
revenue is mainly attributable to the increase in student enrollments,
which lead to increase number of students participating in our off-campus
internship arrangement and job placement service.
* Revenue from our off-campus internship arrangement service is
generated from both students and enterprise clients whom sponsoring
the internship arrangements. We receive commission from the enterprise
clients for placing intern students with them. The amount of
commission is based on the number of students an enterprise client
receives. We also receive management fees from the intern students at
a monthly fixed rate based on the duration of their internship. Our
off-campus internship arrangement revenue increased $1,278,885 to
$3,719,324 as of August 31, 2010 from $2,440,439 as of August 31,
2009, representing an increase rate of 52.4%. The increase is mainly
due to the number of students participating in off-campus internship
increased to 34,722 persons for the two vacations in total in fiscal
year 2010, representing an increase of 11.02%, as compare to 31,275
persons for the two vacations in fiscal year 2009, and the
fixedmanagement fees we charge to our student per month s increased
approximately 30%, and our commission fees charged to enterprise
sponsors increased about 46% for the year ended August 31, 2010.
28
* Revenue from job placement service is generated from both students and
employers. As of August 31, 2010, revenue from job placement service
was $2,392,961, representing an increase of $357,315 or 17.55% when
compared to $2, 035,646 as of August 31, 2009. The increase is mainly
attributable to the increase in the number of students being placed.
The number of students being placed was 13,155 as of August 31, 2010,
representing an increase of 1,575 or 13.6% when compared to 11,580 as
of August 31, 2009.
Cost of Order-oriented services mainly includes salary of teachers and staff,
travel expenses of students from our schools to the enterprise clients, and
management's travel and meeting expenses incurred with enterprise clients. These
costs do not fluctuate proportionately with the increase in the number of the
students under Order-oriented services. In the fiscal year 2010, as we
established cooperation relationships with more enterprises, we sent more
students to our cooperative enterprises and this has led to a decrease in cost
per student and an increase in gross profit margin of this service category.
(3) Campus services primarily consist of canteen services and grocery sales.
Due to the increase in student enrollment, revenues from our campus
services increased by $1,026,970 to $12,300,242, an increase of 9.11%, for
the year ended August 31, 2010 as compared to revenues of $11,273,272 for
the year ended August 31, 2009. Our management believes that going forward,
in addition to the student enrollment factor, revenues from Campus services
are expected to increase along with the increase in the service categories
we provide to students.
Cost of campus services primarily consist of staff salaries, depreciation of
property and equipment used in providing campus services, and cost of food.
During the year ended August 31, 2010, we cancelled the fixed-price meal
restriction in order to provide the flexibility for students to decide the
amount of money they spent on food. However, the costs of more than 50% of all
categories of food and other goods rose significantly in 2010. As a result, the
gross profit margin of such service decreased two percent as compared to the
prior year.
OPERATING EXPENSES
We do not allocate selling, general and administrative expenses incurred at the
corporate level to individual reporting segments as we believe our corporate
department provides necessary marketing and administrative supporting function
that benefits our entire operations taken as a whole.
SELLING EXPENSES
Our selling expenses primarily consist of expenses relating to advertising,
salary and staff welfare, office expenses, travel expenses and entertainment for
our marketing personnel. Our selling expenses increased by $274,689, from
$640,576 for the year ended August 31, 2009 to $915,265 for the year ended
August 31, 2010, an increase of 42.88%. The increase was primarily attributable
to an increase in staff compensation, travel and marketing expenses as a result
of our business expansion.
GENERAL AND ADMINISTRATIVE EXPENSES
Our general and administrative expenses primarily consist of (i) compensation
and benefits of the management team and administrative staff, (ii) rental
expenses for office space leased for administrative uses, (iii) office
administration, human resources management and professional service fees, and
(iv) depreciation and amortization of property and equipment, including
purchased software, used in our general and administrative activities. Our
general and administrative expenses increased by $509,539 from $1,818,177 for
the year ended August 31, 2009 to $2,327,716 for the year ended August 31, 2010,
representing an increase of 28.02%. The increase was mainly attributable to the
following:
(1) Operation of new schools and an increase in student enrollment.
Shaoshan Vocational Secondary School commenced operations in September
2009 and we employed more management personnel for this new school.
Meanwhile the increased student enrollment in other schools demanded
additional management personnel. This led to an increase of $146,425
in salaries and welfare, representing an increase of 20.65%.
(2) The cost of being a public company. We went public in the first
semester of 2010. In order to prepare for public listing, we hired
more management staff and this resulted in the increase in salaries,
travel expenses and other related expenses.
(3) New acquisition of fixed assets for the new school and existing
schools led to an increase in depreciation expenses.
29
OTHER EXPENSES
Other expenses increased $970,795 from $149,008 for the year ended August 31,
2009 to $1,119,803 for the year ended August 31, 2010. This increase was mainly
due to the disposition of aged equipment which we recognized loss of
$983,219 for the year ended August 31, 2010.
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of liquidity have been cash generated from our operating
activities and short-term financing from banks in China. Our working capital at
August 31, 2010 was approximately $10,500,000.
As at August 31, 2010, our short-term borrowings consisted of four loans: (1)
Two loans of $293,797 (RMB 2,000,000) and $440,696 (RMB 3,000,000) from Changsha
Foundation for Education, are unsecured and bore interest at 5% and 6% per
annum, and are repayable on March 17, 2011 and July 15, 2011, respectively. (2)
In addition to the loans mentioned above, we entered into two new short-term
loan arrangements. One loan in the amount of $286,454 (RMB1,950,000) was
borrowed from Ningxiang Rural credit Cooperative Union. The loan bears an
interest at 8.50% per annum and due on December 13, 2010 and was secured by a
land use right of the Company with the cost of $433,254. Another loan amounted
to $293,797 (RMB2,000,000) was borrowed from China Construction Bank Shaoshan
Branch, bears an interest at 5.84% per annum and is due on March 23, 2011 and
was secured by a land use right of the Company with cost of $561,963.
As at August 31, 2010, our long-term loans consisted of three loans from
Ningxiang Rural Credit Cooperative Union with total amount of $639,009 and one
loan from Changsha Foundation for Education in the amount of $73,450. The loans
borrowed from Ningxiang Rural Credit Cooperative Union were collateralized by
the buildings with an aggregate cost of $1,071,163 and land use rights with an
aggregate cost of $46,768.
As of August 31, 2010, we have a loan payable in the amount of $310,000 to Mr.
He Guangwen, our majority shareholder. The loan is unsecured, bears no interest,
has a term of two years and is payable on February 28, 2012.
We currently anticipate that we will be able to meet both our short-term cash
needs, as well as our need to fund operations and meet our obligations beyond
the next twelve months with cash generated by operations, existing cash balances
and, if necessary, borrowings under our credit facility.
OPERATING ACTIVITIES
For the year ended August 31 2010, the increase in net cash flows provided by
operating activities was primarily attributable to an increase of $2,901,828 in
our net income for the fiscal year 2010 as compared to net income for the fiscal
year 2009. The increase in net income is the result of an increase in student
enrollment and business expansion.
INVESTING ACTIVITIES
For the year ended August 31, 2010, net cash flows used in investing activities
were $17,390,933, representing an increase of $11,186,581 or 1.81 times the cash
flows used in investing activities of $6,204,352 for the year ended August 31,
2009. The increase is attributable to the construction of the buildings, the
acquisition of school facilities and land use rights for Shaoshan Vocational
Secondary School, Shaoyang Industrial Vocational Technical School, Sichuan
Tianquan Vocational School and Sichuan Shimian Vocational School.
FINANCING ACTIVITIES
For the year ended August 31, 2010, net cash flows provided by financing
activities were $3,018,740, representing an increase of $3,915,967 as compared
with net cash used in financing activities of $896,827 for the year ended August
31, 2009. The increase was mainly attributable to net proceeds in the amount of
$566,681 from loans we borrowed and collection of loans to related party in the
amount of $2,452,059 for the year ended August 31, 2010. During the year ended
August 31, 2009, the Company paid $1,808,046 in dividends and repaid related
party loans of $391,072, resulting in the lower net cash flows provided by
financing activities for the year ended August 31, 2009.
30
CONTRACTUAL OBLIGATIONS
The following summarizes our contractual obligations in US$ as of August 31,
2010:
Payments Due by Period
----------------------------------------------------------------------
Less than More than
Total 1 year 1-3 years 3-5 years 5 years
----- ------ --------- --------- -------
Long-term debt obligations (1) $ 1,101,717 $ 304,524 $ 797,193 $ -- $ --
Operating lease (2) 1,808,741 203,499 433,762 429,788 741,692
Capital commitments (3) 9,241,781 3,037,130 235,038 235,038 5,734,575
----------- ---------- ---------- ---------- ----------
TOTAL CONTRACTUAL OBLIGATIONS $12,152,239 $3,545,153 $1,465,993 $ 664,826 $6,476,267
=========== ========== ========== ========== ==========
(1) The long-term debt obligations refer to the long-term loans we have as of
August 31, 2010 plus related interest payments.
(2) We are obligated to pay rental for the campus of Shaoshan Huanqiu
Vocational Technical Secondary School and for our headquarters' office
space. Lease periods vary from 10 years to 15 years with the earliest
expiration date of June 1, 2015 and the latest expiration date of September
10, 2025.
(3) In exchange for obtaining the governmental approval to provide educational
services to the schools in Hunan Province and Sichuan Province, we have
commitments with the local governments to invest a total amount of
RMB122,800,000 (approximately US$18,039,165) for the expansion of those
schools during the terms of the cooperation agreement with them. The terms
of cooperation vary from 15 years to 20 years with the earliest expiration
date of July 15, 2021 and the latest expiration date of June 30, 2029.
Pursuant to the cooperation agreements with the schools, our total
investment amount during the contract period is $18,039,165. Up to August
31, 2010, we have invested $8,797,384 in several schools and the amount of
$9,241,781 will be paid within the cooperation period.
FOREIGN CURRENCY TRANSLATION
Our financial information is presented in US dollars. The functional currency of
the Company is Renminbi ("RMB"), the currency of the PRC. Transactions at the
Company which are denominated in currencies other than RMB are translated into
RMB at the exchange rate quoted by the People's Bank of China prevailing at the
dates of the transactions. Exchange gains and losses resulting from transactions
denominated in a currency other than that RMB are included in statements of
operations as exchange gains, if any. The period end exchange rate as of August
31, 2010 was 6.8074, which did not fluctuate significantly compared with the
exchange rate 6.8306 as of August 31, 2009. The average exchange rate of 6.8178
for the year ended August 31, 2010 slightly decreased as compared with the
exchange rate of 6.8343 for the prior year.
TAXATION
The PRC government provides various incentives to companies that engage in the
development of vocational education. Such incentives include reduced tax rates,
tax exemptions and other measures. According to Law of the People's Republic of
China on Promotion of Privately-run Schools, implemented from September 1, 2003,
and the Notice of Tax Policy for Education Activities, issued and effective on
February 5, 2004, some specific enterprises, organizations and schools enjoy the
same tax incentives as the schools run by the government, and could be exempt
from business tax and income tax accordingly. As the operation of the Company
meets the requirements of the aforementioned regulations, the Company is exempt
from business tax and income tax.
RECENT ACCOUNTING PRONOUNCEMENTS
In December, 2009, FASB issued ASU No. 2009-17, Improvement to Financial
Reporting by Enterprises Involved with Variable Interest Entities. This
Accounting Standard Update amends the FASB Accounting Standards Codification for
31
the issuance of FASB Statement No.167, Amendments to FASB Interpretation No. 46
(R). The amendments in this Accounting Standards Update replace the
quantitative-based risks and rewards calculation for determining which reporting
entity, if any, has a controlling financial interest in a variable interest
entity with an approach focused on identifying which reporting entity has the
power to direct the activities of a variable interest entity that most
significantly impact the entity's economic performance and (1) the obligation to
absorb losses of the entity or (2) the right to receive benefits from the
entity. An approach that is expected to be primarily qualitative will be more
effective for identifying which reporting entity has a controlling financial
interest in a variable interest entity. The amendments in this Update also
require additional disclosures about a reporting entity's involvement in
variable interest entities, which will enhance the information provided to users
of financial statements. We are required to adopt this guidance for the year
ending August 31, 2011. We are currently evaluating the impact of this ASU;
however, we do not expect the adoption of this ASU to have a material impact on
its consolidated financial statements.
In January 2010, FASB amended ASC 820 Disclosures about Fair Value Measurements.
This update provides amendments to Subtopic 820-10 that requires new disclosure
as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should
disclose separately the amounts of significant transfers in and out of Level 1
and Level 2 fair value measurements and describe the reasons for the transfers.
2) Activity in Level 3 fair value measurements. In the reconciliation for fair
value measurements using significant unobservable inputs (Level 3), a reporting
entity should present separately information about purchases, sales, issuances,
and settlements (that is, on a gross basis rather than as one net number). The
new disclosures and clarifications of existing disclosures are effective for
interim and annual reporting periods beginning after December 15, 2009, except
for the disclosures about purchases, sales, issuances, and settlements in the
roll forward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010, and for
interim periods within those fiscal years. We have determined the adoption of
this rule does not have a material impact on its financial statements.
OFF BALANCE SHEET ARRANGEMENTS
None.
SEASONALITY AND TRENDS
Our net revenues and operating results normally fluctuate as a result of
seasonal variations in our business, principally due to a flexible educational
calendar year. Our revenue historically fluctuated quarterly and has generally
been the highest in the first quarter of our fiscal year due to educational
calendar year-start spending trends in our major markets. Furthermore, holidays,
especially the Chinese New Year, have generally delayed the performance of the
revenue in the relevant quarters ended February and August. Our expenses,
however, do not vary significantly over the course of the year with changes in
our student population and net revenues. We expect quarterly fluctuations in
operating results to continue as a result of our flexible educational calendar
year and arrangement of students' vacation.
CONTINGENCIES
We are not currently a party to any legal proceedings, investigations or claim
which in the opinion of our management is likely to have a material adverse
effect on the business financial condition or result of operations. We have not
recorded any legal contingencies as of August 31, 2010.
SUBSEQUENT EVENT
On November 22, 2010, we terminated the exclusive business cooperation agreement
signed with Dongying Shengli Maritime School on May 27, 2010 and our
consolidated financial statements do not include operating results of the above
agreement.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company", we are not required to provide the information
required by this Item.
32
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our consolidated financial statements and the notes thereto begin on page F-1 of
this Annual Report.
TABLE OF CONTENTS
(Stated in US dollars)
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS F-1 - F-2
CONSOLIDATED BALANCE SHEETS F-3
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME F-4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7 - F-18
33
[LETTERHEAD OF FRIEDMAN LLP]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
HQ Global Education Inc.
We have audited the accompanying consolidated balance sheet of HQ Global
Education Inc. (the "Company") as of August 31, 2010, and the related
consolidated statements of income and comprehensive income, cash flows and
changes in shareholders' equity for the year ended August 31, 2010. The
Company's management is responsible for these consolidated financial statements.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company as of August 31, 2010, and the consolidated results of its operations
and its cash flows for the year ended August 31, 2010 in conformity with
accounting principles generally accepted in the United States of America.
/s/ Friedman LLP
------------------------------
Friedman LLP
New York, New York
November 29, 2010
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Hunan Oya Education Technology Co., Ltd.
We have audited the accompanying consolidated balance sheet of Hunan Oya
Education Technology Co., Ltd. as of August 31, 2009, and the related
consolidated statements of income and comprehensive income, shareholders'
equity, and cash flows for the year ended August 31, 2009. Hunan Oya Education
Technology Co., Ltd.'s management is responsible for these financial statements.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Hunan Oya Education
Technology Co., Ltd. as of August 31, 2009, and the consolidated results of its
operations and its cash flows for the year ended August 31, 2009 in conformity
with accounting principles generally accepted in the United States of America.
/s/ Bagell Josephs, Levine & Company, LLC
-------------------------------------------------------
Bagell Josephs, Levine & Company, LLC
Marlton, New Jersey
November 15, 2009
F-2
HQ GLOBAL EDUCATION INC.
(Formely Green Star Mining Corp.)
CONSOLIDATED BALANCE SHEETS
August 31, August 31,
2010 2009
----------- -----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 5,225,764 $ 3,848,040
Accounts receivable, net of allowance of $-0- and $55,836 9,023,824 5,713,491
Other receivables 40,972 2,203
Due from related party -- 2,447,482
Inventory 674,200 1,504,764
Advances to vendors 552,344 2,375,364
----------- -----------
Total current assets 15,517,104 15,891,344
PROPERTY AND EQUIPMENT, NET 29,009,794 14,862,590
INTANGIBLE ASSETS, NET 2,029,519 477,339
----------- -----------
TOTAL ASSETS $46,556,417 $31,231,273
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term loans $ 1,314,744 $ 732,002
Long-term loans - current portion 235,038 629,522
Accounts payable 2,278,346 1,327,622
Payroll tax payable 3,232 20,580
Payroll payable 341,098 241,477
Unearned revenues -- 8,275
Other payables and accrued liabilities 850,905 902,725
----------- -----------
Total current liabilities 5,023,363 3,862,203
Long-term loans, less current portion 477,421 402,601
Due to shareholder 310,000 --
----------- -----------
Other long-term payables 96,757 --
----------- -----------
TOTAL LIABILITIES 5,907,541 4,264,804
----------- -----------
COMMITMENT AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, $0.001 par value, 40,000,000 shares authorized,
none issued and outstanding -- --
Common Stock, $0.0001 par value 100,000,000 shares authorized,
33,000,000 and 20,050,000 shares issued and outstanding
at August 31, 2010 and August 31, 2009 3,300 2,050
Additional paid-in capital 1,226,674 1,227,924
Accumulated other comprehensive income 1,785,928 1,672,524
Statutory reserve 10,339,551 6,946,771
Retained earnings 27,293,423 17,117,200
----------- -----------
Total shareholders' equity 40,648,876 26,966,469
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $46,556,417 $31,231,273
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the years ended August 31,
-----------------------------------
2010 2009
------------ ------------
Revenues
-Fee based $ 34,755,064 $ 24,838,086
-Service based 12,300,242 11,273,272
------------ ------------
47,055,306 36,111,358
------------ ------------
Cost of revenue
-Fee based (19,488,030) (14,260,958)
-Service based (9,635,489) (8,575,464)
------------ ------------
(29,123,519) (22,836,422)
------------ ------------
Gross profit 17,931,787 13,274,936
Selling expenses (915,265) (640,576)
General and administrative expenses (2,327,716) (1,818,177)
------------ ------------
Income from operations 14,688,806 10,816,183
Other expenses
Interest expenses (107,869) (95,759)
Other expenses (1,011,934) (53,249)
------------ ------------
Total other expenses (1,119,803) (149,008)
------------ ------------
Income before income taxes 13,569,003 10,667,175
Provision for income taxes -- --
------------ ------------
Net income 13,569,003 10,667,175
------------ ------------
Other comprehensive income
Foreign currency translation income 113,404 31,288
------------ ------------
Comprehensive Income $ 13,682,407 $ 10,698,463
============ ============
Basic and diluted income per common share $ 0.49 $ 0.52
============ ============
Basic and diluted weighted average common shares outstanding 27,520,548 20,500,000
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Preferred Stock Common Stock
($0.001 par value) ($0.0001 par value) Additional
------------------ ------------------- Paid-in
Shares Amount Shares Amount Capital
------ ------ ------ ------ -------
BALANCE AT AUGUST 31, 2008 -- $ -- 20,500,000 $2,050 $ 349,961
Capital contribution 877,963
Net income for the year
Transfer to statutory reserve
Dividend declared
Foreign currency translation gain
------ ------ ---------- ------ ----------
BALANCE AT AUGUST 31, 2009 -- -- 20,500,000 2,050 1,227,924
Acquisition of Green Star Mining Corp. 12,500,000 1,250 (1,250)
Net income for the year
Transfer to statutory reserve
Dividend declared
Foreign currency translation gain
------ ------ ---------- ------ ----------
BALANCE AT AUGUST 31, 2010 -- $ -- 33,000,000 $3,300 $1,226,674
====== ====== ========== ====== ==========
Accumulated
Other
Comprehensive Statutory Retained
Income Reserve Earnings Total
------ ------- -------- -----
BALANCE AT AUGUST 31, 2008 $1,641,236 $ 4,279,977 $10,924,865 $17,198,089
Capital contribution 877,963
Net income for the year 10,667,175 10,667,175
Transfer to statutory reserve 2,666,794 (2,666,794) --
Dividend declared (1,808,046) (1,808,046)
Foreign currency translation gain 31,288 31,288
---------- ----------- ----------- -----------
BALANCE AT AUGUST 31, 2009 1,672,524 6,946,771 17,117,200 26,966,469
Acquisition of Green Star Mining Corp. --
Net income for the year 13,569,003 13,569,003
Transfer to statutory reserve 3,392,780 (3,392,780) --
Dividend declared --
Foreign currency translation gain 113,404 113,404
---------- ----------- ----------- -----------
BALANCE AT AUGUST 31, 2010 $1,785,928 $10,339,551 $27,293,423 $40,648,876
========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended August 31,
-----------------------------------
2010 2009
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 13,569,003 $ 10,667,175
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,612,765 1,588,188
Provision (recovery) for doubtful accounts (55,940) 55,805
Loss on disposal of property & equipment 983,219 --
Changes in assets and liabilities
(Increase) decrease in -
Accounts receivable (3,229,916) (4,972,839)
Other receivables (38,702) (2,202)
Inventory 834,408 446,892
Increase (decrease) in -
Accounts payables 944,759 (495,969)
Payroll Payable 98,648 64,441
Taxes payable (17,391) 20,539
Unearned revenues (8,289) (3,912)
Other payables and accrued liabilities 39,275 246,804
------------ ------------
Net cash provided by operating activities 15,731,839 7,614,922
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of property & equipment 21,584 --
Acquisition of intangible assets (1,577,615) (745,517)
Acquisition of property & equipment (15,834,902) (5,458,835)
------------ ------------
Net cash used in investing activities (17,390,933) (6,204,352)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions -- 877,963
Dividend paid to shareholders -- (1,808,046)
Proceeds from short-term loan 1,386,072 --
Repayments on short-term loan (806,708) --
Proceeds from long term loan 234,679 438,960
Repayments on long term loan (557,362)
Proceeds from shareholders' loans 310,000 --
Repayments on shareholders' loans -- (14,632)
Repayments on related party loans -- (391,072)
Proceeds from loans to related party 2,452,059 --
------------ ------------
Net cash provided by (used in) financing activities 3,018,740 (896,827)
------------ ------------
EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS 18,078 6,066
NET INCREASE IN CASH & CASH EQUIVALENTS 1,377,724 519,809
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD 3,848,040 3,328,231
------------ ------------
CASH & CASH EQUIVALENTS, END OF PERIOD $ 5,225,764 $ 3,848,040
============ ============
Supplemental disclosures of cash flow information:
Interest paid $ 120,491 $ 123,746
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
HQ Global Education Inc. ("the Company")provides a wide range of educational
programs and services through vocational schools, consisting primarily of
customized education programs for various vocational skills and vocational
training services to a varied student population throughout People's Republic of
China.
The Company formerly known as Green Star Mining Corp., was incorporated under
the laws of the State of Delaware on January 22, 2008. On February 8, 2010, the
Company acquired all of the outstanding capital stock of Risetime Group Limited
("Risetime"), a BVI business company incorporated in British Virgin Islands on
December 17, 2007. Risetime owns 100% of the equity of Xiangtan Nicestar
Business Administration Co., Ltd. ("Xiangtan Nicestar") through its 100%
subsidiary, Global Education International Ltd. ("GEI"), an investment holding
company incorporated in Hong Kong on November 15, 2007. Xiangtan Nicestar is a
wholly foreign-owned enterprise incorporated in Xiangtan City, Hunan Province,
People's Republic of China ("PRC") on September 30, 2009 and is primarily
engaged in providing business administration, planning and consulting services.
Substantially all Risetime and GEI's operations are conducted in China through
Xiangtan Nicestar, and through contractual arrangements with Xiangtan Nicestar's
consolidated affiliated entities in China, including Hunan Oya Education
Technology Co., Ltd. ("Oya") and Oya's subsidiaries and variable interest
entities ("VIEs"). Oya is a company incorporated in Changsha City, Hunan
Province, PRC on November 20, 2008 is primarily engaged in providing vocational
education service and vocational skills training service.
In connection with the acquisition, the Company issued 20,500,000 shares of
common stock to the shareholder of Risetime in exchange for all of the capital
stock of Risetime (the "Share Exchange" or "Merger"). Upon the completion of the
Merger, the shareholders of Risetime own 62.12% of the issued and outstanding
capital stock of the Company and consequently control the business and operation
of the Company.
The acquisition was accounted for as a reverse acquisition under the purchase
method of accounting since there was a change of control. Accordingly, Risetime
and its subsidiaries will be treated as the continuing entity for accounting
purposes.
In March 2010, subsequent to the end of the second quarter of fiscal year 2010,
Green Star Mining Corp. changed its name to HQ Global Education Inc. to more
effectively reflect the Company's business and communicate the Company's brand
identity to customers.
On July 28, 2009, Oya entered into certain exclusive agreements with Changsha
Huanqiu Vocational Secondary School ("Changsha Huanqiu") and Shaoshan Huanqiu
Vocational Technical Secondary School ("Shaoshan Huanqiu") and their
shareholders. Pursuant to these agreements, Oya provides exclusive consulting
and other general business operation services to Changsha Huanqiu and Shaoshan
Huanqiu in exchange for substantially all net income of Changsha Huanqiu and
Shaoshan Huanqiu. Oya has the right to appoint all senior management personnel
of Changsha Huanqiu and Shaoshan Huanqiu.
On November 28, 2009, Xiangtan Nicestar entered into certain exclusive
agreements with Oya and its shareholders. Pursuant to these agreements, Xiangtan
Nicestar provides exclusive consulting and other general business operation
services to Oya in exchange for all net income of Oya. All voting rights of Oya
are assigned to Xiangtan Nicestar and Xiangtan Nicestar has the right to appoint
all directors and senior management personnel of Oya. In addition, Oya's
shareholders have pledged their equity interest in Oya to Xiangtan Nicestar as
collateral for the fees for consulting and other services due to Xiangtan
Nicestar.
As a result of these contractual arrangements, which obligates Oya to absorb a
majority of the risk of loss from Changsha Huanqiu and Shaoshan Huanqiu's
activities and enable Oya to receive a majority of its expected residual
returns, Oya accounts for Changsha Huanqiu and Shaoshan Huanqiu as variable
interest entities under ASC 810-10, "Consolidation". Accordingly, Oya has
included the accounts of Changsha Huanqiu and Shaoshan Huanqiu in its
consolidated financial statements. For the same reason, Xiangtan Nicestar
accounts for Oya as a VIE and includes Oya's accounts in its consolidated
financial statements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America ("U.S. GAAP"). The consolidated financial statements include the
financial statements of the Company, Risetime, GEI, Xiangtan Nicestar, Oya, as
well as Oya's subsidiaries and VIEs. All significant inter-company balances and
transactions are eliminated in consolidation.
F-7
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
The Company has 11 VIEs in total including Oya. Oya operates four private
secondary vocational schools (Changsha Huanqiu, Shaoshan Huanqiu, Hunan New HQ
Technical School and Tianzhen Huanqiu Technical Secondary School) and a public
secondary vocational school (Shaoshan Vocational School) in China. Through
Changsha Huanqiu, the Company operates five public secondary vocational schools,
Yingjing Vocational School, Tianquan Vocational School, Shimian Vocational
School, Lushan Vocational School and Shaoyang Vocational School.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying
notes, and disclosure of contingent liabilities at the date of the consolidated
financial statements. Estimates are used for, but not limited to, the selection
of the useful lives and residual values of property and equipment and intangible
assets, provision for doubtful accounts, provision necessary for contingent
liabilities, fair values, revenue recognition, and other similar charges.
Management believes that the estimates utilized in preparing its consolidated
financial statements are reasonable and prudent. Actual results could differ
from these estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with original maturities of
three months or less when purchased to be cash equivalents. The Company
maintains uninsured cash and cash equivalents with various banks in the PRC. The
Company has not experienced any losses in such accounts and management believes
it is not exposed to any risks on its cash in bank accounts.
ACCOUNTS RECEIVABLE
Accounts receivable consists of balances receivable for the charges of education
services provided and for tuition revenues. Accounts receivable are recorded at
net realizable value consisting of the carrying amount less an allowance for
uncollectible amounts. As of August 31, 2010 and 2009, total accounts receivable
were $9,023,824 and $5,769,327 respectively, of which, $6,946,895 and $4,026,453
were tuition fees due from governmental organizations and associations under the
impoverished student aid programs for the years ended August 31, 2010 and 2009.
According to the Company's policy, accounts receivable over 90 days are
considered overdue. The Company does periodical reviews as to whether the
carrying values of accounts have become impaired. The assets are considered to
be impaired if the collectability of the balances become doubtful, accordingly,
the management estimates the valuation allowance for anticipated uncollectible
receivable balances. When facts subsequently become available to indicate that
the allowance provided requires an adjustment, then the adjustment will be
recorded as a change in allowance for doubtful accounts. As of August 31, 2010
and August 31, 2009, the allowance for doubtful accounts was $-0- and $55,836,
respectively.
INVENTORY
Inventories are stated at the lower of cost and market value. Cost is calculated
using the weighted average method. The Company estimates the write-down of
excessive, slow moving and obsolete inventories as well as inventory whose
carrying value is in excess of net realizable value.
ADVANCES TO VENDORS
Advances to vendors consist of balances paid for materials for construction of
classrooms and related teaching facilities that have not been provided to or
received by the Company. Advances to vendors are reviewed periodically to
determine whether their carrying value has become impaired. The Company
considers the assets to be impaired if facts and circumstances indicate that the
collectability of the services and materials become doubtful. The Company has
determined that no reserve is necessary for the years ended August 31, 2010 and
2009.
F-8
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost less accumulated depreciation and
any impairment losses. The cost of an asset is comprised of its purchase price
and any directly attributable costs of bringing the asset to its working
condition and location for its intended use. Expenditures incurred after the
property and equipment have been put into operation, such as repairs and
maintenance and overhaul costs, is normally charged to the profit and loss
account in the year in which it is incurred.
In situations where it can be clearly demonstrated that the expenditure has
resulted in an increase in the future economic benefit expected to be obtained
from the use of the asset beyond its originally assessed standard of
performances, the expenditure is capitalized as an additional cost of the asset.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, less any estimated residual value. Estimated useful
lives of the assets are as follows:
Teaching and dormitory facilities 10 - 30 years
Educational equipments and books 5 years
Office equipments and other equipments 5 years
Automobiles 5 years
Any gain or loss on disposal or retirement of property and equipment represents
the difference between the net sales proceeds and the carrying amount of the
asset, and is recognized in the statements of incomes in the period it occurred.
CONSTRUCTION-IN-PROGRESS
The Company constructs certain properties and equipments to be used in its
operations. In addition in capitalizing costs under the construction contracts,
external costs directly related to the construction of such assets, including
equipment installation and shipping costs, are also capitalized. Depreciation
expense on is recorded at the time assets are placed in service.
INTANGIBLE ASSETS
Intangible assets are accounted for in accordance with the provisions of ASC
350, "Goodwill and Other Intangible Assets". Under ASC 350, intangible asset
included in the carrying value of investments accounted for using the equity
method of accounting, and certain other intangible assets deemed to have
indefinite useful lives are not amortized. Indefinite-lived intangible assets
are assessed for impairment at least annually based on comparisons of their
respective fair values to their carrying values. Intangible assets with a
defined useful life are amortized over their useful lives.
IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with ASC 360, "Accounting for the Impairment or Disposal of
Long-Lived Assets", the Company is required to review its long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable through the estimated
undiscounted cash flows expected to result from the use and eventual disposition
of the assets. Whenever any such impairment exists, an impairment loss will be
recognized for the amount by which the carrying value exceeds the fair value.
The Company tests long-lived assets, including property, plant and equipment and
other assets, for recoverability when events or circumstances indicate that the
net carrying amount is greater than its fair value. Assets are grouped and
evaluated at the lowest level for their identifiable cash flows that are largely
independent of the cash flows of other groups of assets. The Company considers
historical performance and future estimated results in its evaluation of
potential impairment and then compares the carrying amount of the asset to the
future estimated cash flows expected to result from the use of the asset. If the
carrying amount of the asset exceeds estimated expected undiscounted future cash
flows, the Company measures the amount of impairment by comparing the carrying
amount of the asset to its fair value. The estimation of fair value is generally
determined by using the asset's expected future discounted cash flows or market
value. The Company estimates fair value of the assets based on certain
assumptions such as budgets, internal projections, and other available
information as considered necessary. There was no impairment of long-lived
assets during the years ended August 31, 2010 and 2009.
UNEARNED REVENUES
Unearned revenues represent amounts received from students for tuition and
service fee relating to the outside-school practice service. The Company
recognizes these funds as a current liability until the revenue can be
recognized. The balance of unearned revenues is not refundable.
F-9
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
REVENUE RECOGNITION
The Company recognizes revenues in accordance ASC 605 "Revenue Recognition when
the following criteria are met: (i) persuasive evidence of an arrangement
exists, (ii) the services have been rendered, (iii) the fees are fixed or
determinable and (iv) collection of the resulting receivable is reasonably
assured.
(a) Tuition revenue received for educational programs and services is
recognized proportionately according to the progress the students
completing the educational programs in the school. Tuition paid in
advance is recorded as unearned revenues. As of August 31, 2010, the
Company did not have any tuition paid in advance.
(b) The Company provides off-campus internship programs for students. The
Company has arrangements with certain regional corporations in which
these entities are the sponsors for off-campus internship programs
which last two to three months. The Company collects a fixed amount of
fees from both the internship sponsor and the student after the
student is admitted into the programs. Revenue is recognized upon
completion of the internship program.
(c) The Company provides other services mainly cafeteria and laundry
services for students and the revenue from such services is recognized
upon completion of the service.
COST OF REVENUE
Fee based cost of revenues for educational programs and services primarily
consists of teaching fees and performance-based teaching fees paid to our
teachers, depreciation and amortization of property and equipment used in the
provision of educational services, and rental payments for one of our schools,
as well as costs of course materials and other expenses.
Service based cost of revenues primarily consists of salaries of related
employees, cost of materials and water and electricity fees used by canteens,
depreciation and amortization of property and equipment used by related
departments, and other expenses.
Above mentioned cost is expensed as incurred.
INCOME TAXES
The Company did not generate any taxable income outside of the PRC for the years
ended August 31, 2010 and 2009 and the Company is governed by the Income Tax Law
of the PRC. The Company accounts for income taxes using an asset and liability
approach which allows for the recognition and measurement of deferred tax assets
based upon the likelihood of realization of tax benefits in future years. Under
the asset and liability approach, deferred taxes are provided for the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. A valuation allowance is provided for deferred tax assets if it is
more likely than not these items will either expire before the Company is able
to realize their benefits, or that future deductibility is uncertain.
The Company records a valuation allowance for deferred tax assets, if any, based
on its estimates of its future taxable income as well as its tax planning
strategies when it is more likely than not that a portion or all of its deferred
tax assets will not be realized. The Company had no deferred tax items as of
August 31, 2010 and 2009.
As of August 31, 2010, the Company has a net operating loss carry forwards of
approximately $300 available to offset against U.S taxable income in the future.
Net operating loss carry forwards will expire for federal tax purposes in 2029
from the date the loss was incurred. The Company's federal income tax returns
for the years 2009 and 2010 are subject to examination by US tax authorities.
COMPREHENSIVE INCOME
ASC 220, "Comprehensive Income" requires disclosure of all components of
comprehensive income and loss on an annual and interim basis. Comprehensive
income and loss is defined as the change in equity of a business enterprise
during a period from transactions and other events and circumstances from
non-owner sources. Accumulated other comprehensive income represent income arose
from the changes in foreign currency exchange rates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company adopted the provisions of Accounting Standards Codification ("ASC")
820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition
of fair value, prescribes methods for measuring fair value, and establishes a
fair value hierarchy to classify the inputs used in measuring fair value as
follows:
Level 1-Inputs are unadjusted quoted prices in active markets for identical
assets or liabilities available at the measurement date.
F-10
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities
in active markets, quoted prices for identical or similar assets and liabilities
in markets that are not active, inputs other then quoted prices that are
observable, and inputs derived from or corroborated by observable market data.
Level 3-Inputs are unobservable inputs which reflect the reporting entity's own
assumptions on what assumptions the market participants would use in pricing the
asset or liability based on the best available information.
The Company's financial instruments include cash and cash equivalents, accounts
receivable, advances to suppliers, other receivables, accounts payable, accrued
expenses, taxes payable, notes payable and other loans payable. Management has
estimated that the fair value of these financial instruments approximate their
carrying amounts due to the short-term nature. The fair value of long-term loans
also approximate their recorded value because the interest rates charged under
the loan terms are not substantially different than current interest rates.
EARNINGS PER SHARE
Basic earnings per share is measured as net income divided by the weighted
average common shares outstanding for the period. Diluted EPS is similar to
basic EPS but presents the dilutive effect on a per share basis of potential
common shares as if they had been converted at the beginning of the periods
presented. Potential common shares that have an anti-dilutive effect (i.e.,
those that increase income per share or decrease loss per share) are excluded
from the calculation of diluted EPS. The Company does not have any potential
common shares outstanding as of August 31, 2010 and 2009.
In February 2010, the Company entered into a share exchange transaction which
has been accounted for as a reverse acquisition under the purchase method of
accounting since there has been a change of control. The Company computes the
weighted-average number of common shares outstanding in accordance with ASC 805,
Business Combinations, which states that in calculating the weighted average
shares when a reverse acquisition takes place in the middle of the year, the
number of common shares outstanding from the beginning of that period to the
acquisition date shall be computed on the basis of the weighted-average number
of common shares of the legal acquiree (the accounting acquirer) outstanding
during the period multiplied by the exchange ratio established in the merger
agreement. The number of common shares outstanding from the acquisition date to
the end of that period shall be the actual number of common shares of the legal
acquirer (the accounting acquiree) outstanding during that period.
FOREIGN CURRENCY TRANSLATION
The Company's consolidated financial statements are presented in US dollars. In
accordance with ASC 830, "Foreign Currency Matters", an entity's functional
currency is the currency of the primary economic environment in which the entity
operates; normally, that is the currency of the environment in which an entity
primarily generates and expends cash. Since substantially all operations of the
Company are conducted in the PRC, the functional currency of the Company is
Renminbi ("RMB"), the currency of the PRC. Transactions at the Company which are
denominated in currencies other than RMB are translated into RMB at the exchange
rate quoted by the People's Bank of China prevailing at the dates of the
transactions. The consolidated financial statements of the Company have been
translated into U.S. dollars. The financial statements are first prepared in RMB
and then are translated into U.S. dollars at year-end exchange rates as to
assets and liabilities and average exchange rates as to revenue and expenses.
Capital accounts are translated at their historical exchange rates when the
capital transactions occurred. The effects of foreign currency translation
adjustments are included as a component of accumulated other comprehensive
income in shareholders' equity.
August 31, August 31,
2010 2009
------ ------
Year end exchange rate (RMB: US$) 6.8074 6.8306
Average exchange rate for the year (RMB: US$) 6.8178 6.8343
The RMB is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No representation
is made that the RMB amounts could have been, or could be, converted into US
dollars at the rates used in translation.
ADVERTISING
Advertising is expensed as incurred. Advertising expenses which were included in
selling expenses amounted to $89,942 and $113,069 for the years ended August 31,
2010 and 2009, respectively.
F-11
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
OPERATING LEASES
The Company leases offices, classroom, and warehouse facilities under operating
leases. Leases where substantially all the rewards and risks of ownership of
assets remain with the lesser are accounted for as operating leases. Rental
payables under operating lease are recognized as expense on a straight-line
basis over the lease term.
RISKS AND UNCERTAINTIES
The operations of the Company are located in the PRC. Accordingly, the Company's
business, financial condition, and results of operations may be influenced by
the political, economic, and legal environments in the PRC, as well as by the
general state of the PRC economy.
The Company's operations in the PRC are subject to special considerations and
significant risks not typically associated with companies in North America and
Western Europe. These include risks associated with, among others, the
political, economic and legal environment and foreign currency exchange. The
Company's results may be adversely affected by changes in the political and
social conditions in the PRC, and by changes in governmental policies with
respect to laws and regulations, anti-inflationary measures, currency
conversion, remittances abroad, and rates and methods of taxation, among other
things.
RECENT ACCOUNTING PRONOUNCEMENTS
In December, 2009, FASB issued ASU No. 2009-17, Improvement to Financial
Reporting by Enterprises Involved with Variable Interest Entities. This
Accounting Standard Update amends the FASB Accounting Standards Codification for
the issuance of FASB Statement No.167, Amendments to FASB Interpretation No. 46
(R). The amendments in this Accounting Standards Update replace the
quantitative-based risks and rewards calculation for determining which reporting
entity, if any, has a controlling financial interest in a variable interest
entity with an approach focused on identifying which reporting entity has the
power to direct the activities of a variable interest entity that most
significantly impact the entity's economic performance and (1) the obligation to
absorb losses of the entity or (2) the right to receive benefits from the
entity. An approach that is expected to be primarily qualitative will be more
effective for identifying which reporting entity has a controlling financial
interest in a variable interest entity. The amendments in this Update also
require additional disclosures about a reporting entity's involvement in
variable interest entities, which will enhance the information provided to users
of financial statements. The Company is required to adopt this guidance for the
year ending August 31, 2011. The Company is currently evaluating the impact of
this ASU; however, the Company does not expect the adoption of this ASU to have
a material impact on its consolidated financial statements.
In January 2010, FASB amended ASC 820 Disclosures about Fair Value Measurements.
This update provides amendments to Subtopic 820-10 that requires new disclosure
as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should
disclose separately the amounts of significant transfers in and out of Level 1
and Level 2 fair value measurements and describe the reasons for the transfers.
2) Activity in Level 3 fair value measurements. In the reconciliation for fair
value measurements using significant unobservable inputs (Level 3), a reporting
entity should present separately information about purchases, sales, issuances,
and settlements (that is, on a gross basis rather than as one net number). The
new disclosures and clarifications of existing disclosures are effective for
interim and annual reporting periods beginning after December 15, 2009, except
for the disclosures about purchases, sales, issuances, and settlements in the
roll forward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010, and for
interim periods within those fiscal years. We have determined the adoption of
this rule does not have a material impact on its financial statements.
NOTE 3. INVENTORY
Inventory consists of the following:
As of August 31,
2010 2009
---------- ----------
Course materials $ 6,052 $ 45,525
Logistic supplies 193,172 364,122
Office supplies 7,683 202,362
Other materials and supplies 244,275 176,316
Textbooks (1) 223,018 716,439
---------- ----------
Total $ 674,200 $1,504,764
========== ==========
(1) Textbooks sold to students at the beginning of each semester are recognized
as inventory, and books which belong to each school and stored in libraries
are long-lived assets and are recognized as property and equipment.
NOTE 4. RELATED PARTY TRANSACTIONS
As of August 31, 2009, the balance due from related party represents loans to
Shenzhen Linghai International Cargo Agent Co., Ltd ("Shenzhen Linghai").
Shenzhen Linghai is owned by Ms. Zhong Juanjuan, sister of Ms. Zhong Yabin, 10%
shareholder of Oya. The loan is unsecured, interest free and repayable on
demand. The loan was fully repaid as of August 31, 2010.
F-12
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
As of August 31, 2010, the balance due to shareholder represents a loan from Mr.
He Guangwen, majority shareholder of the Company. The loan is unsecured, bears
no interest, with term of two years and is repayable on February 28, 2012.
NOTE 5. PROPERTY AND EQUIPMENT, NET
Property and equipment consist of the following:
As of August 31,
2010 2009
------------ ------------
Teaching and dormitory facilities $ 14,216,065 $ 10,288,401
Educational equipments and books 3,777,296 4,068,173
Office equipments and other equipments 3,923,700 2,235,171
Automobiles 294,185 269,211
------------ ------------
22,211,246 16,860,956
Less: accumulated depreciation (6,686,419) (5,165,936)
Add: Construction in progress 13,484,967 3,167,570
------------ ------------
$ 29,009,794 $ 14,862,590
============ ============
For the year ended August 31, 2010, a total amount of $3,558,662 was completed
and transferred from construction in progress to teaching and dormitory
facilities.
During the year ended August 31, 2010, due to renovation of teaching facilities,
aged educational equipments, books and office equipments with cost of
US$2,090,730 were disposed, the Company recognized a loss of $983,219
Depreciation expense for the years ended August 31, 2010 and 2009 was $2,583,335
and $1,576,761, respectively.
NOTE 6. INTANGIBLE ASSETS, NET
As of August 31, 2010 and 2009, intangible assets consist of land use rights,
which are recorded at cost less accumulated amortization. Amortization is on a
straight-line basis over the estimated useful lives, which is generally 50 years
and represents the shorter of the estimated usage periods or the terms of the
agreements. The details of land use rights are as follows:
As of August 31,
2010 2009
------------ ------------
Land use rights $ 2,143,868 $ 561,926
Less: accumulated amortization (114,349) (84,587)
----------- -----------
Land use rights, net $ 2,029,519 $ 477,339
=========== ===========
Amortization expenses for the land use rights totaled $29,430 and $11,427 for
the years ended August 31, 2010 and 2009, respectively.
NOTE 7. SHORT-TERM LOANS
As at August 31, 2009, the short-term borrowings consisted of two loans of
$293,797 (RMB 2,000,000) and $440,696 (RMB 3,000,000) from Changsha Foundation
for Education. The two loans were unsecured and bore interest at 5% and 6% per
annum, and are repayable on March 17, 2010 and July 31, 2010, respectively. The
two loans of $293,797 and $440,696 were extended with the new maturity date on
March 17, 2011 and July 15, 2011, respectively.
In addition to the loans mentioned above, the Company entered into two new
short-term loan arrangements. One loan in the amount of $286,454 (RMB1,950,000)
was borrowed from Ningxiang Rural credit Cooperative Union. The loan bears an
interest at 8.50% per annum and due on December 13, 2010 and was secured by a
land use right of the Company with the cost of $433,254. Another loan amounted
to $293,797 (RMB2,000,000) was borrowed from China Construction Bank Shaoshan
F-13
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
Branch, bears an interest at 5.84% per annum and due on March 23, 2011 and was
secured by a land use right of the Company with cost of $561,963.
NOTE 8. LONG-TERM LOANS
The details of long-term loans outstanding as at August 31, 2010, which are
borrowed as operating funds, are as follows:
Term Principal
--------------------------- Interest -------------------
Lender From To rate RMB US$
------ ---- -- ---- --- ---
Long-term Loan - Current Portion
Ningxiang Rural Credit Cooperative Union Sep 1, 2009 Aug 21, 2011 8.64% 1,600,000 235,038
--------- --------
1,600,000 235,038
Long-term loan - Non-Current Portion
Changsha Foundation for Education Jul 26, 2010 Oct 25, 2011 8.40% 500,000 73,450
Ningxiang Rural Credit Cooperative Union Nov 25, 2008 Nov 13, 2011 10.80% 1,350,000 198,313
Ningxiang Rural Credit Cooperative Union Nov 25, 2008 Nov 13, 2011 10.80% 1,400,000 205,658
--------- --------
3,250,000 477,421
The details of long-term loans outstanding as at August 31, 2009 are as follows:
Term Principal
--------------------------- Interest -------------------
Lender From To rate RMB US$
------ ---- -- ---- --- ---
Long-term Loan - Current Portion
Ningxiang Rural Credit Cooperative Union May 30, 2009 May 30, 2010 10.80% 2,000,000 292,801
Ningxiang Rural Credit Cooperative Union Dec 28, 2007 Dec 28, 2009 12.10% 1,800,000 263,521
Changsha Foundation for Education July 31, 2008 July 18, 2010 0.00% 500,000 73,200
--------- --------
4,300,000 629,522
Long-term loan - Non-Current Portion
Ningxiang Rural Credit Cooperative Union Nov 25, 2008 Nov 13, 2011 10.80% 1,350,000 197,641
Ningxiang Rural Credit Cooperative Union Nov 25, 2008 Nov 23, 2011 10.80% 1,400,000 204,960
--------- --------
2,750,000 402,601
The loans borrowed from Ningxiang rural Credit Cooperative Union were
collateralized by the buildings with an aggregate cost of $1,071,163 and land
use rights with an aggregate cost of $46,768.
The $292,801 and 263,521 loans were repaid in September 2009 and December 2009,
respectively. For the years ended August 31, 2010 and 2009, the Company incurred
$130,147 and $128,240 interest on both short-term and long-term loans,
respectively.
NOTE 9. OTHER PAYABLES AND ACCRUED LIABILITIES
As of August 31, 2010 and 2009, other payables and accrued liabilities are as
follow:
As of August 31,
2010 2009
-------- --------
Staff welfare payable $ 67,713 $836,434
Deposit as guarantee of performance
for campus construction 531,824 35,333
Others 251,368 30,958
-------- --------
Total $850,905 $902,725
======== ========
F-14
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
NOTE 10. TAXES
(A) CORPORATION INCOME TAX ("CIT") AND BUSINESS TAX
The Company is governed by the Income Tax Law of the People's Republic of China
("PRC") concerning the private-run enterprises, which are generally subject to
tax at a statutory rate of 25% on income reported in the statutory financial
statements after appropriate tax adjustments. The applicable business tax rate
for educational service is currently 5%.
The PRC government also provides various incentives to companies that engage in
the development of vocational education. Such incentives include reduced tax
rates, tax exemptions and other measures. According to Law of the PRC on
Promotion of Privately-run Schools, implemented from September 1, 2003, and the
Notice of Tax Policy for Education Activities, issued and became effective on
February 5, 2004, some specific enterprises, organizations and schools could
enjoy the same tax incentives as the schools run by the government, and could be
exempt from business tax and income tax accordingly. As long as the operation of
the Company meets the requirements of the regulations aforementioned, the
Company is therefore exempt from business tax and income tax.
No income tax and business tax were provided for the reporting period in
accordance with the regulations of the relevant taxing authorities.
The Company was incorporated in the United States. It is governed by the Income
Tax law of United States. It incurred a net operating loss for U.S. income tax
purposes for the year ended August 31, 2010. This loss carry forward, which may
be available to reduce future periods' taxable income, will expire, if not
utilized, in twenty years from the date the loss was incurred. Management
believes that the realization of the benefits arising from this loss appear to
be uncertain due to Company's limited operating history and continuing losses
for United States income tax purposes. Accordingly, the Company has provided a
100% valuation allowance at August 31, 2010 for the temporary difference related
to the loss carry-forward. Management reviews this valuation allowance
periodically and makes adjustments as warranted. The valuation allowance
increased $102 and -0- during the fiscal year ended August 31, 2010 and 2009.
As of August 31, 2010 and 2009, the deferred tax assets and the related
valuation allowance were as follows:
As of As of
August 31, 2010 August 31, 2009
--------------- ---------------
Deferred tax assets:
Net operating tax carry forwards $ 300 $ --
Tax rate 34% 34%
------ ------
Gross deferred tax assets 102 --
Valuation allowance (102) (--)
------ ------
Net deferred tax assets $ -- $ --
====== ======
The difference between the statutory tax rate of 34% and the effective tax rate
of 0% is due to the valuation allowance for deferred income taxes and temporary
difference for net operating loss carryforward.
(B) PAYROLL TAX PAYABLE
The Company's payroll tax payable represents the unremitted individual income
tax withheld on behalf of the employees. As of August 31, 2010 and 2009, the tax
payable amounted to $3,232 and $20,580, respectively.
NOTE 11. SHAREHOLDERS' EQUITY
(A) COMMON STOCK
HQ Global Education Inc. ("the Company"), formerly Green Star Mining Corp., was
incorporated in the State of Delaware on January 22, 2008, with 100,000,000
shares of common stock authorized at par value of US$0.0001. On January 25,
2008, the Company issued a total of 1,500,000 shares of common stock to Nan E.
Weaver for cash in the amount of $0.01 per share for a total of $15,000.
On July 22, 2008 the Company issued a total of 1,000,000 shares of common stock
to individuals for cash in the amount of $0.025 per share for a total of $
25,000.
F-15
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
On November 23, 2009, the Company approved a 5-for-1 forward stock split of all
issued and outstanding shares of common stock of the Company. On November 25,
2009, the Financial Industry Regulatory Authority ("FINRA") approved the
Company's application for forward stock split applicant. As a result, effective
on December 7, 2009 and prior to the Share Exchange consummated on February 8,
2010, the Company had a total of 12,500,000 shares of common stock issued and
outstanding, and the accompany financial statements have been retroactively
restated to reflect the stock split as of August 31, 2009.
On February 8, 2010, the Company entered into a share exchange agreement with
Risetime and its sole shareholder, Nicestar International Ltd. ("Nicestar"), a
British Virgin Islands company. Pursuant to the Share Exchange Agreement, the
Company issued 20,500,000 shares of its common stock, par value $0.0001 per
share, to Nicestar, representing 62.12% of the Company's issued and outstanding
common stock, in exchange for all of the outstanding shares of Risetime held by
Nicestar. Immediately after this share exchange, the Company had 33,000,000
shares of common stock issued and outstanding.
As of August 31, 2010 and 2009, there was 33,000,000 and 20,500,000 share of
common stock issued and outstanding, respectively.
(B) PREFERRED STOCK
On December 31, 2009, the Board of Directors of the Company authorized
40,000,000 shares of preferred stock at par value of $0.001. As of August 31,
2010 and 2009, there was no preferred stock issued and outstanding.
(C) STATUTORY RESERVE
According to Law of the PRC on Promotion of Privately-run Schools, implemented
from September 1, 2003, the Company and the related subsidiaries are required to
set aside at least 25% of their after-tax net profits each year, if any, to fund
the statutory reserves for the future development of educational activities. The
statutory reserves are not distributable in the form of cash dividends to the
shareholders.
For the years ended August 31, 2010 and 2009, the Company has made
appropriations in the amount of $3,392,780 and $2,430,253 to this statutory
reserve, respectively. As of August 31, 2010 and 2009, the balances of the
statutory reserve were $10,339,551 and $6,946,771, respectively.
NOTE 12. COMMITMENTS
(A) OPERATING LEASES
The commitments are primarily the rental for the campus of Shaoshan Huanqiu
Vocational Technical Secondary School, a VIE of Oya, and for the Company's
office space. Lease periods range from 10 years to 15 years with earliest
expiration date of June 1, 2015 and latest expiration date of September 10,
2025. As of August 31, 2010, the commitments related to the above rental are as
follows:
For years end August 31, RMB US$
------------------------ ----------- -----------
2011 1,385,303 $ 203,499
2012 1,444,687 212,223
2013 1,508,109 221,539
2014 1,575,844 231,490
2015 1,349,895 198,298
Thereafter 5,049,000 741,692
----------- -----------
Total 12,312,838 $ 1,808,741
=========== ===========
(B) CAPITAL COMMITMENTS
In exchange for obtaining the approval to provide educational services in the
schools of Hunan Province and Sichuan Province in PRC, the Company have
commitments with the local governments to spend a total amount of Rmb122,800,000
($18,039,165) for the renovation and expansion of those schools when their
operations are controlled and directly managed by the Company. . The terms of
these arrangements vary from 15 years to 20 years for different schools and with
F-16
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
the earliest expiration date of July 15, 2021 and the latest expiration date of
June 30, 2029. As of August 31, 2010, Rmb59,887,410 ($8,797,384) was incurred
regarding these commitments. The outstanding Rmb62,912,590 ($9,241,781) is for
the remaining contract periods should be incurred according to the following
schedule:
By August 31, RMB US$
------------- ----------- -----------
2011 20,674,990 $ 3,037,130
2012 800,000 117,519
2013 800,000 117,519
2014 800,000 117,519
2015 800,000 117,519
Thereafter 39,037,600 5,734,575
----------- -----------
Total 62,912,590 $ 9,241,781
=========== ===========
NOTE 13. SEGMENT INFORMATION
In accordance with ASC 280, "Segment Reporting", establishes standards for
reporting information about operating segments on a basis consistent with the
Company's internal organizational structure as well as information about
geographical areas, business segments and major customers in financial
statements for details on the Company's business segments.
The Company is mainly engaged in providing vocational education service and
vocational skills training service. The Company's chief operating decision maker
("CODM") has been identified as the CEO who reviews the financial information of
separate operating segments when making decisions about allocating resources and
assessing performance of the group. Based on management's assessment, the
Company has determined that it has three operating segments which are Vocational
Education, Order-oriented Service, and Campus services. These three operating
segments are also identified as reportable segments. The Company adjusted its
operating segments and has reclassified results of all periods presented to
conform to the revised operating segments disclosures as of August 31, 2010 and
2009.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The CODM evaluates performance based
on each reporting segment's revenues, cost of revenues, and gross profit, and
selling expenses and G&A expenses are not separated to each segment. The CODM
does not review balance sheet information to measure the performance of the
reportable segments, nor is this part of the segment information regularly
provided to the CODM. Revenues, cost of revenues, gross profit, total capital
expenditure and total depreciation and amortization by segment were as follows:
For the year ended August 31, 2010
Vocational Order-oriented Campus Unallocated
Education Service Services Amounts Consolidated
---------- ---------- ---------- ---------- ------------
Net revenues 28,642,779 6,112,285 12,300,242 -- 47,055,306
Cost of revenues 18,571,780 916,250 9,635,489 -- 29,123,519
---------- ---------- ---------- ---------- ----------
Gross profit 10,070,999 5,196,035 2,664,753 -- 17,931,787
Depreciation and amortization 934,066 10 423,088 1,255,601 2,612,765
Total assets 18,791,883 1,025,320 4,697,588 22,041,626 46,556,417
Total capital expenditures 10,371,027 109 4,697,588 13,941,070 29,009,794
F-17
HQ GLOBAL EDUCATION INC.
(Formerly Green Star Mining Corp.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)
For the year ended August 31, 2009
Vocational Order-oriented Campus Unallocated
Education Service Services Amounts Consolidated
---------- ---------- ---------- ---------- ------------
Net revenues 20,362,001 4,476,085 11,273,272 -- 36,111,358
Cost of revenues 13,446,329 814,629 8,575,464 -- 22,836,422
---------- ---------- ---------- ---------- ----------
Gross profit 6,915,672 3,661,456 2,697,808 -- 13,274,936
Depreciation and amortization 1,011,603 18 203,010 373,557 1,588,188
Total assets 14,897,492 1,464,873 2,278,490 12,590,418 31,231,273
Total capital expenditures 9,466,791 160 1,899,813 3,495,826 14,862,590
NOTE 14. MAINLAND CHINA CONTRIBUTION PLAN AND PROFIT APPROPRIATION
Full time employees of the Group in the PRC participate in a government-mandated
multiemployer defined contribution plan pursuant to which certain social welfare
benefits are provided to qualified employees. PRC labor regulations require the
Group to accrue for these benefits based on certain percentages of the
employees' salaries. The relevant local labor bureau is responsible for meeting
all retirement benefit obligations; hence, the Group has no further commitments
beyond its monthly contributions. The total contributions for such employee
benefits were $347,505 and $267,558 for the years ended August 31, 2010 and
2009, respectively.
NOTE 15. SUBSEQUENT EVENT
On November 22, 2010, we terminated the exclusive business cooperation agreement
signed with Dongying Shengli Maritime School on May 27, 2010 and our financial
data do not include operating results of the above agreement.
F-18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On February 8, 2010, we dismissed George Stewart, CPA as our independent
auditor, effective on February 8, 2010.
George Stewart, CPA's reports on the Company's financial statements as of and
for the fiscal year ended February 28, 2009, and for the periods ended May 30,
2009, August 31, 2009 and November 30, 2009 did not contain an adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During our recent fiscal year and from March 1, 2009 to February 8, 2010, there
were no disagreements with George Stewart, CPA on any matter of accounting
principles or practices, financial disclosure, or auditing scope or procedure.
There were no reportable events, as described in Item 304(a)(1)(v) of Regulation
S-K, during our recent fiscal year.
(b) Engagement of New Independent Registered Public Accounting Firm
On February 8, 2010, concurrent with the decision to dismiss George Stewart, CPA
as our independent auditor, our board elected to appoint Friedman LLP as our
independent auditor.
During the fiscal year ended February 28, 2009 and from March 1, 2009 to
February 8, 2010, neither the Company nor anyone acting on its behalf consulted
Friedman LLP with respect to (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements, and
neither a written report was provided to the Company or oral advice was provided
that Friedman LLP concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was the subject of a disagreement or reportable events
set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
Prior to engaging Friedman LLP, they did not provide our company with either
written or oral advice and that was an important factor considered by our
company in reaching a decision to change our independent registered public
accounting firm from George Stewart, CPA to Friedman LLP.
ITEM 9A. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Exchange
Act, as amended, is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms,
and that such information is accumulated and communicated to our management,
including our president and chief executive officer (who is acting as our
principal executive officer) and our chief financial officer (who is acting as
our principal financial officer and principal accounting officer) to allow for
timely decisions regarding required disclosure.
DISCLOSURE CONTROLS
Under the supervision and with the participation of management, including our
chief executive officer and our chief financial officer, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, as of the end of August 31, 2010. Based on this evaluation, our
chief executive officer and chief financial officer concluded as of August 31,
2010 that our disclosure controls and procedures were effective such that the
material information required to be included in our SEC reports is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms relating to our company, including our consolidating
subsidiaries, and was made known to them by others within those entities,
particularly during the period when this report was being prepared.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Internal control over financial reporting refers to the process designed by, or
under the supervision of, our chief executive officer and chief financial
officer, and effected by our board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles, and includes those policies and
procedures that:
34
(1) Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets;
(2) Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorization
of our management and directors; and
(3) Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisitions, use or disposition of our assets that
could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of
achieving financial reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management override. Because of
such limitations, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk. Management is
responsible for establishing and maintaining adequate internal control over
financial reporting for the Company.
This Annual Report on Form 10-K does not contain (i) management's assessment of
the internal control over financial reporting for the year ended August 31, 2010
or (ii) an attestation report by the Company's independent auditors for the year
ended August 31, 2010, due to a transition period established by rules of the
U.S. Securities and Exchange Commission. The Company completed a reverse
acquisition transaction on February 8, 2010, and the management of the Company
is currently in the process of finalizing its procedures for internal controls
over financial reporting.
In addition, no change in our internal control over financial reporting (as
defined in Rules 13a-15 or 15d-15 under the 1934 Act) occurred during the fourth
quarter of the year ended August 31, 2010, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
We have moved our principal executive office from No.27 Jinsha Road, Jinnan
Village, Lijingpu Township, Shahe Section, Ningxiang County, Hunan Province,
China to 27th Floor, BOBO Fortune Center, No.368, South Furong Road, Changsha
City, Hunan Province, China 410007.
35
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS AND OFFICERS
In connection with the change in control of the Company described in Item 1 of
this Annual Report, effective on February 11, 2010, Mr. Yi Chen resigned as our
chief executive officer and we appointed Mr. Guangwen He as our Chief Executive
Officer and the Chairman of the Board upon the closing of the reverse
acquisition.
The following sets forth the name and position of each of our current executive
officers and directors.
Name Age Position
---- --- --------
Guangwen He 42 Chairman of the Board, Chief Executive Officer,
President, and Secretary
Yunjie Fang 45 Chief Financial Officer and Treasurer
Yabin Zhong 44 Director
Junming Peng 61 Independent director
Shaozeng Wang 67 Independent director
Erik Vonk 57 Independent director
All of our directors hold their positions on the Board until our next annual
meeting of the shareholders and until their successors have been qualified after
being elected or appointed. Officers serve at the discretion of the Board.
The following is a summary of the biographical information of our directors and
officers:
GUANGWEN HE, became a director and our Chief Executive Officer on February 11,
2010 when we completed our reverse acquisition of Risetime. Mr. He, PH.D in
education, is CEO of Hunan Oya Education Technology Co., Ltd and Global
Education International Limited. He was born on July 8, 1968 in Ningxiang,
Hunan. His other titles include the director of China Association of Private
Education, the vice-president of Hunan Association of Private Education, the 9th
and 10th Standing Committee member of the CPPCC of Changsha, the vice-director
of the 10th Committee of Education Science Culture and Health of the CPPCC of
Changsha, the vice-president of Changsha Association of Private Education and a
pluralistic researcher of Hunan Education Science Research Institute, Private
Education Research Office. Mr. He began to engage in vocational education and
established Changsha Huanqiu Vocational Education Group in 1994. He received
such awards as the "Expert Enjoying Special Government Allowance", the "Advanced
Individual of National Vocational Education", the "News Figure of National
Private Education", the "National Excellent Migrant Workers in Cities", the
"Candidate for Hunan New Century 121 Human Talents Engineering", one of the "Ten
Outstanding Young People of Changsha City" by the government successively. He
was invited to present the first Boao Forum for Asia in 2002 and was invited to
participate in the first Forum for Chinese Education Innovation in 2003. He has
written twenty papers about vocational education series, compiled eight sets of
school teaching materials and composed six works such as THE ORDER ORIENTED
EDUCATION and VOCATIONAL EDUCATION SCHOOL THEORY EXPLORATION AND PRACTICE. TV
channels and newspapers such as CCTV, People's Daily, Guangming Daily, China
Education News, Hong Kong's Wen Wei Po and so on have reported his achievements
which have been incorporated into the publication "Who's Who in the World".
YUNJIE FANG, became a director and our Chief Financial Officer on February 11,
2010. Fang Yunjie has worked as CFO at Hunan Oya Education Technology Co., Ltd
and Global Education International Limited since September 2008. He was born on
July 26, 1965 in Dianbai, Guangdong. He received his Bachelor degree of
Accounting from Zhongnan University of Economics and Law in 1989. He has great
experience in accounting and financial management, as well as strategic
investment management of the public companies. He is a Chinese Certified Tax
Agent and Senior Accountant. During the past decade, he worked as Financial
Manager in several large enterprises. From January 2001 to January 2002, he
worked as CFO at Dongguan Yellow River Furniture Industry Corp., Ltd.. From
January 2002 to August 2002, he was transferred to Yitelu Fashion (Hong Kong)
Corp., Ltd as CFO. He worked as CFO in Cosun Group from September 2002 to August
2008.
36
YABIN ZHONG, is the spouse of Mr. Guangwen He. Ms. Zhong became a director of
the Company on February 11, 2010. Ms. Zhong was born on August 28, 1966 in
Ningxiang, Hunan. She graduated from Jinan University with Junior College degree
in Accounting. She began to work in Changsha Huanqiu Vocational Secondary School
in 1994. She is the vice-principal of Changsha Huanqiu at present.
JUNMING PENG, became an independent director of the Company on February 11,
2010. Mr. Peng was born on December 23, 1948 in Shaoyang, Hunan. He received his
Associate degree of automobile from Changsha Communications College. From
December 1968 to 1978, he worked as a teacher at Changsha Traffic College. From
1979 to 1998, he was transferred to the United Front Work Department of Changsha
Municipal Committee of Chinese Communist Party as the deputy chief and later as
section chief. He was appointed vice-chairman and later chairman to Scientific
Technology Committee of CPPCC of Changsha City from 1999 to February 2008 and
retired in April 2008.
SHAOZENG WANG, became an independent director of the Company on February 11,
2010. Mr. Wang was born in May 1943 in Changsha, Hunan. He graduated from
Department of Physics of Hunan Normal University in 1965. He successively served
as high school teacher, dean of students and high school principal. Since 1987,
he successively took the post as the section chief of Secondary Education
Department of Changsha Education Bureau, the chairman of the Secondary School
Admissions Office of Changsha Education Bureau and educational inspector of
Education Inspection Office of Changsha Municipal Government. He was also
appointed as the educational inspector of provincial government and received
municipal recognition several times. He retired in 2003.
ERIK VONK, has acted as the independent director of the Company since February
11, 2010. From 2002 to 2007 he was Chairman and CEO of Gevity HR, a NASDAQ
listed Company. Previously, he was President and CEO of Randstad North America
and a Member of the Group Executive Board of Randstad NV, the world's third
largest staffing company. This followed fourteen years in international banking
where he began his career. Mr. Vonk earned an undergraduate degree in Holland
and holds an MBA from Golden Gate University, San Francisco (1984).
BOARD COMMITTEES
We believe that the members of the Board are collectively capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting.
We appointed Junming Peng, Shaozeng Wang and Erik Vonk as members of the Audit,
Nominating, and Compensation Committees.
AUDIT COMMITTEE
Our audit committee consists of Erik Vonk and Shaozeng Wang. Erik Vonk is the
chairman of our audit committee. The audit committee will oversee our accounting
and financial reporting processes and the audits of the financial statements of
our company.
COMPENSATION COMMITTEE
Our compensation committee consists of Junming Peng and Erik Vonk. Junming Peng
is the chairman of our compensation committee. Members of the compensation
committee will not be prohibited from direct involvement in determining their
own compensation.
NOMINATING COMMITTEE
Our nominating committee consists of Junming Peng and Shaozeng Wang. Shaozeng
Wang is the chairman of our corporate governance and nominating committee. The
nominating committee will assist the Board in identifying individuals qualified
to become our directors and in determining the composition of the board and its
committees.
FAMILY RELATIONSHIPS
Ms. Yabin Zhong is the spouse of Mr. Guangwen He. There are no other family
relationships among our directors or officers.
37
OTHER DIRECTORSHIPS
None of our directors hold any other directorships in any company with a class
of securities registered pursuant to section 12 of the Exchange Act or subject
to the requirements of section 15(d) of such Act or any company registered as an
investment company under the Investment Company Act of 1940.
SECURITY HOLDER RECOMMENDATIONS FOR BOARD NOMINEES
There have been no changes to the procedures by which our stockholders may
recommend nominees to the Board of Directors.
SIGNIFICANT EMPLOYEES
Other than as described above, we do not expect any other individuals to make a
significant contribution to our business.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
There have been no events under any bankruptcy act, no criminal proceedings and
no judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of our Company during the past ten years.
Except as set forth in our discussion below in Item 13 "Certain Relationships
and Related Transactions, and Director Independence - Transactions with Related
Persons," none of our directors, director nominees or executive officers has
been involved in any transactions with us or any of our directors, executive
officers, affiliates or associates which are required to be disclosed pursuant
to the rules and regulations of the SEC.
CODE OF ETHICS
We have not adopted a code of ethics that applies to our officers, directors and
employees. When we do adopt a code of ethics, we will disclose it in a Current
Report on Form 8-K.
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings. It has come to our attention that Nicestar International Limited has
not made the necessary filings required under Section 16(A). We intend to advise
Nicestar to make such filings and to assist it in connection therewith.
ITEM 11. EXECUTIVE COMPENSATION
The following is a discussion of our program for compensating our named
executive officers and director. Our compensation committee will be responsible
for determining the compensation of our named executive officers.
Our Compensation Committee will consider a variety of factors in determining
compensation of executives, including their particular background and
circumstances, such as their training and prior relevant work experience, their
success in attracting and retaining savvy and technically proficient managers
and employees, increasing our revenues, broadening our product line offerings,
managing our costs and otherwise helping to lead our company through a period of
rapid growth.
The following table sets forth information with respect to the compensation of
each of the named executive officers for services provided in all capacities to
HQ Global Education Inc. in the fiscal years ended August 31, 2010 and 2009 in
their capacity as such officers. There is no executive officer or former
executive officer received more than $100,000 in compensation in the fiscal
years reported.:
38
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Guangwen He 2010 85,988 -- -- -- -- -- 440 86,428
Chief Executive 2009 70,015 -- -- -- -- -- 278 70,293
Officer principal
executive officer
(PEO)
Yunjie Fang 2010 64,964 -- -- -- -- -- 593 65,557
Chief Financial 2009 55,456 -- -- -- -- -- 279 55,735
Officer principal
financial officer
(PFO)
Yabin Zhong * 2010 41,785 -- -- -- -- -- 440 42,225
Director 2009 33,358 -- -- -- -- -- 278 33,636
----------
* Includes compensation for Yabin Zhong's services as a director.
39
STOCK-BASED AWARDS UNDER THE EQUITY INCENTIVE PLAN
Historically, we have not granted equity awards as a component of compensation,
and we presently do not have an equity-based incentive program. In the future,
we will likely adopt and establish an equity incentive plan pursuant to which
equity awards may be granted to eligible employees, including each of our named
executive officers, if our compensation committee determines that it is in the
best interest of the Company and our stockholders to do so.
EMPLOYMENT AGREEMENTS
Our Chinese subsidiary has employment agreements with the following executive
officers and directors:
MR. GUANGWEN HE - Mr. He's employment agreement with WFOE became effective as of
October 1, 2009. The employment agreement has a term of ten years.
MR. YUNJIE FANG - Mr. Fang's employment agreement with WFOE became effective as
of October 1, 2009. The employment agreement has a term of five years.
MS. YABIN ZHONG - Ms. Zhong's employment agreement with WFOE became effective as
of October 1, 2009. The employment agreement has a term of ten years.
Each of the employment agreements provide that the executives will be provided
cash compensation. The employment agreements do not provide any change in
control or severance benefits to the executives, and we do not have any separate
change-in-control agreements with any of our executive officers.
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF LIABILITY
At the present time, there is no pending litigation or proceeding involving a
director, officer, employee or other distributor of ours in which
indemnification would be required or permitted. We are not aware of any
threatened litigation or proceeding which may result in a claim for such
indemnification. Our Certificate of Incorporation, as amended, provides for the
indemnification of any and all persons whom it shall have power to indemnify
under the Delaware General Corporation Law from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by such law.
COMPENSATION PLANS
As of August 31, 2010, we did not have any compensation plans in place. However,
we may issue stock options to our directors, officers and employees in the
future, upon adoption of a stock option plan.
MANAGEMENT AGREEMENTS
We have not yet entered into any consulting or management agreements with any of
our current executive officers or directors.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
No equity awards were outstanding as of the year ended August 31, 2010.
COMPENSATION OF DIRECTORS
On February 11, 2010, the Board of Directors of the Company appointed Mr.
Junming Peng as an independent director of the Company. Mr. Peng received $2,423
as compensation in fiscal year 2010.
On February 11, 2010, the Board of Directors of the Company appointed Mr.
Shaozeng Wang as an independent director of the Company. Mr. Wang received
$2,423 as compensation in fiscal year 2010.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth the ownership, as of November 24, 2010, of our
common stock by each of our directors, by all of our executive officers and
directors as a group and by each person known to us who is the beneficial owner
of more than 5% of any class of our securities. As of November 24, 2010 there
were 33,000,000 shares of our common stock issued and outstanding. All persons
40
named have sole or shared voting and investment control with respect to the
shares, except as otherwise noted. The number of shares described below
includes shares which the beneficial owner described has the right to acquire
within 60 days of the date of this registration statement.
Unless otherwise stated, the address of all persons in the table is 27th Floor,
BOBO Fortune Center, No.368, South Furong Road, Changsha City, Hunan Province,
PRC, 410007.
Shares beneficially Percentage of
Title of Class Name and Address of Beneficial Owner owned (1) class owned (2)
-------------- ------------------------------------ --------- ---------------
Common Stock Guangwen He (CEO) 0 *
Common Stock Yunjie Fang (CFO) 0 *
Room 2005, Biaozhi Real Estate
Building, No.119, 1st Section of
Furong Central Road, Changsha
City, Hunan Province
Common Stock Yabin Zhong 0 *
Common Stock Junming Peng 0 *
No.14, Liren Alley, Furong
District, Changsha City,
Hunan Province
Common Stock Shaozeng Wang 0 *
Room 905, Building 4, Dormitory of
Department of Audit of Hunan, No. 6,
Jiayu Road, Furong District
Changsha City, Hunan Province
Common Stock Erik Vonk 0 *
773 Hideaway Bay Drive, Longboat
Key, FL 34228
All Officers and Directors
as a Group (six persons) 0 *
Common Stock Nicestar International Limited (3)
2nd Floor, Abbott Building, Road
Town, Tortola, British Virgin
Islands 20,500,000 62.12%
Common Stock Siu Choi Fat (4)
Room 42, 4th Floor, New Henry
House, 10 Ice House Street,
Central, Hong Kong 20,500,000 62.12%
41
* Less than 1% of the issued and outstanding shares.
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to
securities. Each of the beneficial owners listed above has direct ownership
of and sole voting power and investment power with respect to the shares of
our common stock, unless otherwise indicated.
(2) A total of 33,000,000 shares of our Common Stock are considered to be
outstanding as of November 24, 2010 pursuant to SEC Rule 13d-3(d)(1).
(3) On February 11, 2010, we acquired Risetime Group Limited in a reverse
acquisition with Nicestar International Limited. As merger consideration
for the Risetime shares we received from the former shareholder of
Risetime, we issued and delivered 20,500,000 of our newly-issued shares of
common stock to Nicestar International Limited.
(4) Mr. Siu Choi Fat owns 100% of Nicestar International Limited, which owns
20,500,000 shares of our Common Stock. Therefore, Mr. Siu Choi Fat may be
considered to beneficially own 20,500,000 shares of our Common Stock.
CHANGES IN CONTROL
There are no arrangements, known to the Company, including any pledge by any
person of securities of the Company the operation of which may, at a subsequent
date, result in a change of control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Except for the ownership of the Company's securities, and except as set forth
herein, none of the directors, executive officers, holders of more than five
percent of the Company's outstanding common stock, or any member of the
immediate family of any such person have, to the knowledge of the Company, had a
material interest, direct or indirect, in any transaction or proposed
transaction which may materially affect the Company.
On March 1, 2004, Changsha Huanqiu signed an Entrustment Agreement on Land and
Real Properties with Guangwen He, Yabin Zhong and Binshan Company. The agreement
stipulates that Changsha Huanqiu will from time to time authorize Guangwen He,
Yabin Zhong and Binshan Company to invest in lands and properties in their names
using funds from Changsha Huanqiu for the interest of Changsha Huanqiu, that
Changsha Huanqiu holds all the rights to these properties, that upon Changsha
Huanqiu's request, Guangwen He, Yabin Zhong and Binshan Company shall cause
relevant authorities to register these properties in the name of Changsha
Huanqiu, and that Guangwen He, Yabin Zhong and Binshan Company shall have no
right to dispose or encumber these properties.
As of August 31, 2010, Global Education International Limited had a loan in the
amount of $310,000 from Mr. Guangwe He, CEO of the Company. The loan is
unsecured, bears no interest, with term of two years and is repayable on
February 28, 2012.
AGREEMENTS AMONG WFOE, OYA AND ITS SHAREHOLDERS
See "Contractual Arrangements between WFOE, Oya and Its Shareholders".
AGREEMENTS BETWEEN OYA AND CHANGSHA HUANQIU/SHAOSHAN HUANQIU
See "Contractual Arrangements for the Operation of Two Private Vocational
Schools"
Our board of directors is charged with reviewing and approving all potential
related party transactions. All such related party transactions must then be
reported under applicable SEC rules. We have not adopted other procedures for
review, or standards for approval, of such transactions, but instead review them
on a case-by-case basis.
DIRECTOR INDEPENDENCE
Our securities are quoted on the OTC Bulletin Board which does not have any
director independence requirements. At the moment, half of our directors are
independent directors. Our Board determines whether a director is independent
through a broad consideration of facts and circumstances, including an
assessment of the materiality of any relation between us. Our board believes
that our independent directors satisfy the criteria for independence.
42
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended
August 31, 2009 and for fiscal year ended August 31, 2010 for professional
services rendered by the principal accountant for the audit of our annual
financial statements and review of the financial statements included in our
quarterly reports on Form 10-Q and services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for these fiscal periods were as follows:
Year Ended August 31,
--------------------------
2010 2009
------- -------
($) ($)
Audit Fees 125,000 85,000
Audit Related Fees -- --
Tax Fees -- --
All Other Fees -- --
------- -------
Total 125,000 85,000
======= =======
"Audit Fees" consisted of the aggregate fees billed for professional services
rendered for the audit of our annual financial statements and the reviews of the
financial statements included in our Forms 10-Q and for any other services that
were normally provided in connection with our statutory and regulatory filings
or engagements.
"Audit Related Fees" consisted of the aggregate fees billed for professional
services rendered for assurance and related services that were reasonably
related to the performance of the audit or review of our financial statements
and were not otherwise included in Audit Fees.
"Tax Fees" consisted of the aggregate fees billed for professional services
rendered for tax compliance, tax advice and tax planning. Included in such Tax
Fees were fees for preparation of our tax returns and consultancy and advice on
other tax planning matters.
"All Other Fees" consisted of the aggregate fees billed for products and
services provided and not otherwise included in Audit Fees, Audit Related Fees
or Tax Fees.
Our board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by
our independent auditors and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining our independent
auditors' independence.
43
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULES
The consolidated financial statements of HQ Global Education Inc. are listed on
the Index to Financial Statements on this annual report on Form 10-K beginning
on page F-1.
All financial statement schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.
EXHIBITS
The following Exhibits are being filed with this Annual Report on Form 10-K:
In reviewing the agreements included or incorporated by reference as exhibits to
this Annual Report on Form 10-K, please remember that they are included to
provide you with information regarding their terms and are not intended to
provide any other factual or disclosure information about us or the other
parties to the agreements. The agreements may contain representations and
warranties by each of the parties to the applicable agreement. These
representations and warranties have been made solely for the benefit of the
parties to the applicable agreement and:
* should not in all instances be treated as categorical statements of
fact, but rather as a way of allocating the risk to one of the parties
if those statements prove to be inaccurate;
* have been qualified by disclosures that were made to the other party
in connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the agreement;
* may apply standards of materiality in a way that is different from
what may be viewed as material to you or other investors; and
* were made only as of the date of the applicable agreement or such
other date or dates as may be specified in the agreement and are
subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual
state of affairs as of the date they were made or at any other time. Additional
information about us may be found elsewhere in this Annual Report on Form 10-K
and our other public filings, which are available without charge through the
SEC's website at http://www.sec.gov .
Exhibit
Number Description
------ -----------
2.1* Share Exchange Agreement dated as of February 8, 2010 by and among
Green Star Mining Corp., a Delaware corporation, Risetime Group
Limited, a British Virgin Islands company, and Nicestar International
Limited, a British Virgin Islands company.
3.1** Amended and restated Certificate of Incorporation.
3.2 By-laws of Green Star Mining Group. (incorporated by reference from the
Registration Statement on Form S-1 filed on April 23, 2008).
10.1* Business Cooperation Agreement dated as of November 28, 2009 between
Xiangtan Nicestar Business Administration Co., Ltd. and Hunan Oya
Education Technology Co., Ltd.
44
10.2* Loan Agreement, dated as of November 28, 2009 between Xiangtan Nicestar
Business Administration Co., Ltd. and Guangwen He.
10.3* Proxy Letter dated as of November 28, 2009, by and among Guangwen He,
Yabin Zhong and Xiangtan Nicestar Business Administration Co., Ltd.
10.4* Purchase Option Agreement dated as of November 28, 2009 between
Xiangtan Nicestar Business Administration Co., Ltd.and Guangwen He.
10.5* Equity Pledge Agreement dated as of November 28, 2009 between Xiangtan
Nicestar Business Administration Co., Ltd. and Guangwen He.
10.6* Business Cooperation Agreement, dated as of July 28, 2009 between
Changsha Huanqiu Vocational Secondary School and Hunan Oya Education
Technology Co., Ltd.
10.7* Joint School-Running Agreement January 23, 2006 between Education
Bureau of Shimian County, Ya'an City, Sichuan Province and Changsha
Huanqiu Vocational Secondary School.
10.8* Loan Agreement dated as of March 20, 2009 between Changsha Educational
Foundation and Changsha Huanqiu Vocational Secondary School.
10.9* Employment Agreement dated as of October 1, 2009 between Xiangtan
Nicestar Business Administration Co., Ltd. and Guangwen He.
10.10* Employment Agreement dated as of October 1, 2009 between Xiangtan
Nicestar Business Administration Co., Ltd. and Yunjie Fang.
10.11* Employment Agreement dated as of October 1, 2009 between Xiangtan
Nicestar Business Administration Co., Ltd. and Yabin Zhong.
10.12* Cooperation Agreement dated as of September 5, 2007 between Fujinon
(Shenzhen) Technologies Co., Ltd. and Fusheng Industrial Zone, Qiaotou
Village, Fuyong Town, Bao'an District, Shenzhen City, Guangdong
Province.
10.13* Building Lease Agreement dated as of May 19, 2009 between Lin Wenhui
Hong Xuezhi and Hunan Oya Education Technology Co. Ltd.
16.1* Letter of dismissal to the former accountant dated as of February 8,
2010.
16.2* Letter from the former accountant dated as of February 8, 2010.
10.12* Cooperation Agreement dated as of September 5, 2007 between Fujinon
(Shenzhen) Technologies Co., Ltd.and Fusheng Industrial Zone, Qiaotou
Village, Fuyong Town, Bao'an District, Shenzhen City, Guangdong
Province.
21* List of Subsidiaries.
31.1+ Section 302 Certification of the Sarbanes-Oxley Act of 2002.
31.2+ Section 302 Certification of the Sarbanes-Oxley Act of 2002.
32.1+ Section 906 Certification of the Sarbanes-Oxley Act of 2002.
32.2+ Section 906 Certification of the Sarbanes-Oxley Act of 2002.
----------
+ Filed herewith.
* incorporated by reference from our Current Report on Form 8-K filed on
February 12, 2010.
** incorporated by reference from our Current Report on Form 8-K filed on
March 23, 2010.
45
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
HQ GLOBAL EDUCATION INC.
Date: November 29, 2010 /s/ Guangwen He
-----------------------------------------------
Guangwen He
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, 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 Title Date
--------- ----- ----
/s/ Guangwen He President, Chief Executive November 29, 2010
----------------------------- Officer and Director
Name: Guangwen He
/s/ Yunjie Fang Chief Financial Officer November 29, 2010
-----------------------------
Name: Yunjie Fang
/s/ Yabin Zhong Director November 29, 2010
-----------------------------
Name: Yabin Zhong
/s/ Junming Peng Director November 29, 2010
-----------------------------
Name: Junming Peng
/s/ Shaozeng Wang Director November 29, 2010
-----------------------------
Name: Shaozeng Wang
/s/ Erik Vonk Director November 29, 2010
-----------------------------
Name: Erik Vonk
46