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| AAAC.OB > SEC Filings for AAAC.OB > Form 10KSB on 13-Mar-2008 | All Recent SEC Filings |
13-Mar-2008
Annual Report
This Annual Report on Form 10-KSB includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our 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 such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission filings. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.
We were formed on June 20, 2005, to serve as a vehicle to effect a business combination with an operating business residing within the Asian automotive market. Our initial business combination must be with a target business or businesses whose fair market value is at least equal to 80% of net assets at the time of such acquisition. We intend to utilize cash derived from the proceeds of our recently completed public offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination.
If AAAC does not complete a business combination by April 19, 2008, AAAC will be dissolved and will distribute to all of its public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account, inclusive of any interest, plus any remaining net assets. AAAC's existing stockholders have waived their rights to participate in any liquidation distribution with respect to shares of common stock owned by them immediately prior to the initial public offering. There will be no distribution from the trust account with respect to AAAC's warrants.
Recent Developments
On July 25, 2007 AAAC announced that it has executed an Equity Acquisition Agreement ("EAA") to acquire Hunan TX Enterprise Co., Ltd. ("Hunan Tongxin"). Pursuant to the EAA, AAAC formed a wholly owned subsidiary under the laws of the British Virgin Islands, under the name Tongxin International, Ltd. ("TI")". At the time of closing of the EAA, AAAC will merge with and into TI for the purpose of redomestication ("Redomestication Merger") out of the United States to secure greater corporate flexibility to structure the business of Hunan Tongxin within China. Simultaneously with the Redomestication Merger, TI will acquire all of the equity of Hunan Tongxin, pursuant to existing EAA. Following consummation of the EAA and the Redomestication Merger, TI will continue as the surviving company.
Under the EAA, the Hunan Tongxin stockholders and their designees will be paid an aggregate of $13,000,000 in cash for all the outstanding common stock of Hunan Tongxin. The Hunan Tongxin shareholders and their designees shall sell, transfer, assign and convey to TI, and TI shall purchase from the Hunan Tongxin shareholders, all of the rights, title and interest of the Hunan Tongxin shareholders representing all of the common stock of Hunan Tongxin.
Pursuant to the Redomestication Merger, all of the AAAC common stock held by AAAC's stockholders will be converted into common stock in TI on a one-to-one basis and the outstanding warrants issued by AAAC will be assumed by TI.
As part of the purchase price, Hunan Tongxin Management who are currently equity holders in Hunan Tongxin will be issued an aggregate of 4,500,000 shares of TI common stock to remain with Hunan Tongxin from the date of the Key Employees Employment Agreement to the time the business transaction is consummated.
In the first quarter 2008, pursuant to a Performance Earn Out Agreement, Hunan Tongxin Management will be issued an aggregate of 2,000,000 shares of common stock of TI (on an all-or-none basis) if, on a consolidated basis, TI generates after-tax profits of $9,500,000 in fiscal year 2007 (excluding one time costs associated with the transaction and corporate costs).
AAAC and the Hunan Tongxin Stockholders plan to complete the Equity Acquisition promptly after the AAAC special meeting, provided that:
* AAAC's stockholders have approved the Equity Acquisition Agreement
and the Redomestication proposals;
* holders of less than 20% of the shares of common stock issued in
AAAC's initial public offering vote against
* the Equity Acquisition proposal and demand conversion of their
shares into cash; and
* the other conditions specified in the Equity Acquisition Agreement
have been satisfied or waived.
Most of the activity from June 20, 2005 (inception) to December 31, 2007 relates to the Company's formation, public offering and recent developments related to the proposed business combination described in this 10-KSB.
Comparison of the Fiscal Years Ended December 31, 2007 and 2006
Results of Operations
For the fiscal year ended December 31, 2007, AAAC had a net loss of $2,546,812 compared to a net loss $3,569,613 for the same period in 2006. The net loss in 2007 consisted of interest income of $1,834,484, net of a warrant liability loss of $3,395,625 and formation operating costs of $839,349. For the same period the prior year interest income, a warrant liability loss and formation operating costs were $1,308,833, $3,783,750 and $636,637, respectively. Net loss per common share was $.40 in 2007 compared to $.73 in the same period in 2006.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), "Business Combinations" ("FAS 141R"). FAS 141R replaces Statement of Financial Accounting Standards No. 141, "Business Combinations" ("FAS 141"), although it retains the fundamental requirement in FAS 141 that the acquisition method of accounting be used for all business combinations. FAS 141R establishes principles and requirements for how the acquirer in a business combination (a) recognizes and measures the assets acquired, liabilities assumed and any non- controlling interest in the acquiree, (b) recognizes and measures the goodwill acquired in a business combination or a gain from a bargain purchase and (c) determines what information to disclose regarding the business combination. FAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of our 2009 fiscal year. We are currently assessing the potential effect of FAS 141R on our financial statements.
In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of SFAS No.109" ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in tax positions recognized in a company's financial statements in accordance with SFAS No. 109, "Accounting for Income Taxes." FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of the tax position taken or expected to be taken in a tax return. The Company adopted FIN 48. The adoption of FIN 48 did not have any impact on the accompanying financial statements since we have not identified any uncertain tax positions as defined by FIN 48.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Going Concern
If the Company does not complete a business combination by April 18, 2008, the Company will be dissolved. In connection with such dissolution, the Company will distribute to all of its public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust account, inclusive of any interest (net of taxes), plus any remaining net assets. The Company's stockholders who obtained their shares of Company common stock prior to the Offering have waived their rights to participate in any liquidation distribution with respect to shares of common stock owned by them immediately prior to the Offering, but they will participate in any liquidation distribution with respect to shares of common stock purchased in or following the Offering. There will be no distribution from the trust account with respect to the Company's warrants.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company's recurring losses and difficulty in generating sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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