Washington, D.C. 20549





Amendment No. 2




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


Date of Report (Date of earliest event reported): December 2, 2013



AJ Greentech Holdings Ltd.

(Exact name of Company as specified in its charter)



Nevada 000-53737 47-2148252

(State or other jurisdiction

 of incorporation)


 File Number)

(IRS Employer

 Identification No.)


136-20 38th Ave. Unit 3G, Flushing, NY 11354

(Address of principal executive offices) (Zip Code)



Company’s telephone number, including area code


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






On November 30, 2013, American Jianye Greentech Holdings Ltd. (the “Company”) entered into an agreement to acquire all of the issued and outstanding stock of Jin Chih International, Ltd., a Taiwan corporation, from its sole owner Chu Li An   for five million shares of the Company’s common stock. The closing under the Agreement was held on November 30, 2013. Jin Chih is in developing and marketing greentech products such as electric car components and solar system. It is the innovator of connecting new energy with agriculture techniques. It is also investor of professional and high-efficient energy assets.


The foregoing does not constitute a full statement of the terms of the Agreement. The agreement has been filed as exhibit to this report. Reference is made to such exhibit for a full description of the rights and obligations of the parties under the agreement.


The Company intends to utilize the assets of the company to expand its manufacturing base and increase its retail operations in Taiwan.




(a) Financial Statements of Business Acquired
(b) Financial Information





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: February 9, 2015  
By: /s/ Chu Li An
  Chu Li An
  Chief Executive Officer






Canuswa Accounting & Tax Services Inc.

1050 Larrabee Ave., Suite 104-314, Bellingham, WA 98225

1172 Murphy Ave., Suite 204, San Jose, CA 95131


Tel: (415)329-5779     E-mail: zjcpa@canuswa.com






To the Board of Directors and Stockholders Inc.


We have audited the accompanying balance sheet of Jin Chih International, Ltd. as of November 30, 2013 and December 31, 2012 and the related statements of operation, changes in shareholders’ deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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 audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 financial statements referred to above present fairly, in all material respects, the financial position of Jin Chih International, Ltd. as of November 30, 2013 and December 31, 2012  and the results of its operation and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.



/s/ Canuswa Accounting & Tax Services Inc.


Bellingham, Washington 98225

February 9, 2015



Jin Chih International, Ltd
Balance Sheet
      Nov 30,2013       Dec 31,2012  
Current assets                
Cash And Cash Equivalents     63, 412       128,662  
Accounts Receivable     2,066,901       937,506  
Prepayments and Other Current Assets     36       26  
Inventory     90,777       51,628  
Advance on purchase     —         9,063  
Total Current Assets     2,221,126       1,126,885  
Property Plant and Equipment     1,177,797         1,213,647    
Other Assets     6,634       19,426  
Total  Assets     3,405,557       2,359,957  
Current Liabilities                
Borrowings     380,250       417,392  
Accounts Payable     1,263,333       997,178  
Accrued Expenses and Other Current Liabilities     —         3,270  
Advances from customers     143,199       86,211  
Tax Payables     1,203       3,693  
Total  Current  Liabilities     1,787,985       1,507,744  
Long  Term  Debt     911,020         317,608  
Total  Liabilities     2,699,005       1,825,352  
Stockholders' Equity                
Common Stock     685,000       516,000  
Retained Earnings     30,392       18,200  
Exchange Differences     (8,840 )     405  
Total Stockholder Equity     722,153       534,605  
Total Liabilities and Stockholders’ Equity     3,405,557       2,359,957  



Jin Chih International, Ltd
Income Statement

The Period ended

Nov 30, 2013


The year ended

Dec 31, 2012

Total Revenue     1,891,280       2128701.388  
    Cost of Revenue     1,719,927       1,933,740  
Gross Profit     171,353       194960.935  
     Operating Expenses     108,930       156,707  
     Total Operating Expenses     108,930       156,707  
Operating Income or Loss     62,423       38,254  
     Income from interest     251       181  
     Interest Expense     39,529       21,564  
     Other Income (expenses)     2,375       971  
Income Before Tax     25,520       17,842  
     Income Tax Expense     —         3,033  
     Net Income From Continuing Ops                
     Effect Of Accounting Changes                
     Other Items                
Net Income     25,520       14,809  



Jin Chih International, Ltd
Statements of Cash Flows
    The period ended The year ended  
    Nov 30, 2013 Dec 31, 2012  
  Operating Activities, Cash Flows Provided By or Used In      
  Net  Income (Loss) 25,520 14,809  
  Adjustments To Net Income      
  Depreciation       11,759 9,177  
  Amortization       11,382 12,453  
  Loss on sale of PPE       —   —  
  Interest Received       (251) (181)  
  Changes In operating assets and liabilities      
  Accounts Receivables (1,129,395) (779,135)  
  Inventories (39,149) (51,628)  
  Prepayments       10 (4,776)  
  Advance on purchase     9,063 —    
  Accrued Expenses and Other Current Liabilities   (3,270) (808)  
  Accounts Payables 266,155 994,540  
  Tax Payables       (2,490) (430)  
  Advances       56,988 86,211  
  Total Cash Flow From Operating Activities   (793,678) 280,231  
  Investing Activities, Cash Flows Provided By or Used In      
  Purchase of PPE   —   (1,189,487)  
  Decrease in Other Assets     12,792 32,802  
  Interest received       251 181  
  Total Cash Flows From Investing Activities   13,043 (1,156,504)  
  Financing Activities, Cash Flows Provided By or Used In      
  Issue common stock     169,000 172,000  
  Increase in long term debt     593,412 297,385  
  Net  Borrowings       (37,142) 206,400  
  Dividends paid       13,328 (7,532)  
  Other Cash  Flows   from  Financing  Activities     (5,907)  
  Total  Cash  Flows From  Financing  Activities   738,598 662,346  
  Effect Of  Exchange Rate Changes     (23,213) 14,565  
  Change  In  Cash and Cash Equivalents   (65,250) (199,361)  
  Cash at beginning of the period     128,662 328,023  
  Cash at end of the period     63, 412 128,662  



Jin Chih International, Ltd
Statement of Stockholders’ Equity
For the period Ended November 30, 2013 and the year Ended December 31, 2012
  Period Ending No. of Shares Amount Additional Paid-in Capital Retained Earnings Foreign Currency Translation Gain Total Stockholders' Equity
Balance, December 31, 2012   1,500,000 $ 516,000 $ —   $ 18,200 $ 405 $ 534,605
Issuance of common shares for cash at $0.338 per share on April 26,2013 500,000 169000 —   —   —   169,000
Net income —   —   —   25,520 —   25,520
Cash dividend distribution —   —   —   (13,328) —  
Foreign currency translation loss —   —   —   —   (9,245) (9,245)
Balance, November 30, 2013 2,000,000 685,000 —   30,392 (8,840) 706,5 52




Notes to financial statements


1. Company summary


Jin Chih International Development Co., Ltd (the ‘company’), was incorporated in Taiwan on July 14, 1995 under the International Business Companies Act. The company’s business operations involve:


a) General advertising

b) TV program production

c) Radio and TV program distribution

d) Book publication

e) Food wholesale and food & drink retail


2. Significant accounting policies


Basis of Presentation


The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).


Use of Estimates and Assumptions


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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.


The Company’s significant estimates and assumptions include the fair value of financial instruments; allowance for doubtful accounts; inventory valuation and obsolescence; the carrying value, recoverability and impairment, if any, of long-lived assets, including the values assigned to and the estimated useful lives of property, plant and equipment; interest rate; revenue recognized or recognizable; sales returns and allowances; valued added tax rate, income tax rate and related tax provision, reporting currency of the Company, functional currency, and foreign currency exchange rate. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.


Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.


Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.


Fair Value of Financial Instruments


The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:


Level 1 - Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.


Level 2 - Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.


Level 3 - Pricing inputs that are generally observable inputs and not corroborated by market data.


Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.


The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.


The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, advance on purchases, prepayments and other current assets, accounts payable, deposits, corporate income tax payable, accrued expenses and other current liabilities approximate their fair values because of the short maturity of these instruments.


Fair Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis


The Company’s non-financial assets include inventories. The Company identifies potentially excess and slow-moving inventories by evaluating turn rates, inventory levels and other factors. Excess quantities are identified through evaluation of inventory aging, review of inventory turns and historical sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-moving inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory cycle counts.


Cash Equivalents


The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.


Accounts Receivable and Allowance for Doubtful Accounts


Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.


Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any. Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.




The Company values inventories at the lower of cost or market. The Company reduces inventories for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates.


The Company evaluates its current level of inventories considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification to adjust inventories to net realizable value.


Property, Plant and Equipment


Property, plant and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property, plant and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives ranging from five (5) years to twenty (20) years. Upon sale or retirement of property, plant and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the income statement. Leasehold improvements, if any, are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.


Construction in progress represents direct costs of construction or the acquisition cost of long-lived assets. Under U.S. GAAP, all costs associated with construction of long-lived assets should be reflected as long-term as part of construction-in-progress. Capitalization of these costs ceases and the construction in progress is transferred to property, plant and equipment when substantially all of the activities necessary to prepare the long-lived assets for their intended use are completed. No depreciation is provided until the construction of the long-lived assets is complete and ready for their intended use.


Revenue Recognition


The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.


Insurance of common stock


In 3rd May, 2013, the company issued new shares of 500,000, valued at $0.338 per share or $169000 on the date of insurance.


3.   Other income


    For the period Ended       For the year Ended  
    Nov. 30, 2013       Dec. 31, 2012  
Foreign exchange gain (loss)   —         971  
Rental income   2,375       —    
Total  Other  income   2,375       971  


4. Cash and cash equivalents


        Nov. 30, 2013       Dec. 31, 2012  
  Cash     2,890       12,491  
  Bank     60,522       116,171  
  Total       63,412       128,662  


5. PPE


      Nov. 30, 2013       Dec. 31, 2012  
Land     783,963       797,879  
Buildings     384,778       391,608  
Equipments     75,214       81,813  
Other     —         16,409  
      1,243,955       1,287,709  
Less: Accumulated depreciation     66,158       74,062  
Total     1,177,797       1,213,647