American Construction Company Enters Agreement to Acquire General Steel Investment Co., Ltd.PHOENIX -- American Construction Company (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : ACNS ACNS Application and Content Networking System (Cisco) ACNS American Conference on Neutron Scattering ACNS American Clinical Neurophysiology Society ACNS Academic Computing and Networking Services ACNS Automated Copyright Notice System ), a Nevada corporation A Nevada Corporation is a corporation chartered under the laws of the U.S. state of Nevada. Nevada, like the state of Delaware (See Delaware corporation), is well known as a corporate haven. , entered into an agreement to acquire General Steel Investment Co., Ltd. ("General Steel"), a British Virgin Islands British Virgin Islands A British colony in the eastern Caribbean east of Puerto Rico and the U.S. Virgin Islands. Road Town, on Tortola Island, is the capital. Population: 21,700. Noun 1. limited liability corporation. American Construction Company acquired General Steel and its 70% ownership in its subsidiary, Tianjin Da Qiu Zuang Sheet Metal Co., Ltd., ("DQ") a People's Republic People's Republic n. A political organization founded and controlled by a national Communist party. of China limited liability corporation, in exchange for shares of ACNS's common stock, of which 22 million shares are a new issuance by ACNS, and 7.96 million shares are from certain shareholders of ACNS, which in aggregate, constitute 96% of the total issued and outstanding shares of ACNS. In June of 2004, General Steel acquired a 70% ownership interest in DQ, a privately owned manufacturer of high quality hot-rolled steel sheets primarily for use in tractors, agricultural vehicles and other specialty vehicles. DQ's operations include six production lines producing 250,000 tons of 0.7-2.0mm hot-rolled carbon steel sheets per year, the largest producer in China, maintaining a 40% market share of all steel plates used in the production of agricultural vehicles in China. In 2003, the Company reported sales revenues of $56 million and net income of $1.6 million; its total assets at the end of 2003 were approximately $37 million. Zuo Sheng sheng (Chinese; “sage” or “saint”) In Chinese belief, a mortal who attains extraordinary or supernatural powers by self-cultivation and serves as a model for others. Confucius used the term to refer to exemplary rulers of the past. Yu has been appointed a Director and President of American Construction and its subsidiary, General Steel. Mr. Yu was President of DaQiu Zhong Metal Sheets Manufacturing, and has had leading roles in the Company and serves on the Board of Directors of several leading corporations in China. Mr. Yu received a BA from Institute of Business Management for Officers and an MBA MBA abbr. Master of Business Administration Noun 1. MBA - a master's degree in business Master in Business, Master in Business Administration from the Graduate School of Tian Tian or T'ien (Chinese; “Heaven”) In indigenous Chinese religion, the supreme power reigning over humans and lesser gods. The term refers to a deity, to impersonal nature, or to both. Jin Party University. Since April, 2003. Mr. Zuo Sheng Yu is a member of APEC APEC in full Asia-Pacific Economic Cooperation Trade group established in 1989 in response to the growing interdependence of Asia-Pacific economies and the advent of regional economic blocs (such as the European Union and the North American Free Trade Area) (Asia Pacific Economic Co-Operation.) John Chen has been appointed the Chief Financial Officer of American Construction and its subsidiary, General Steel. He was senior accountant of Moore Moore, city (1990 pop. 40,761), Cleveland co., central Okla., a suburb of Oklahoma City; inc. 1887. Its manufactures include lightning- and surge-protection equipment, packaging for foods, and auto parts. Stephens Wurth Frazer and Torbet, LLP LLP - Lower Layer Protocol , in Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , from 1997 to 2003. He is a graduate of Norman Bethune Dr. Henry Norman Bethune, MD (March 3, 1890 – November 12, 1939) was a Canadian physician, medical innovator, and humanitarian. In Chinese, he is known as "Bai Qiuen" (白求恩). Biography The son of Christian missionaries, Dr. University of Medical Science in Chang Chang (chăng) or Yangtze (yăng`sē`, yäng`dzŭ`), Mandarin Chang Jiang, longest river of China and of Asia, c.3,880 mi (6,245 km) long, rising in the Tibetan highlands, SW Qinghai prov. Chung City, Ji Ling Ji Ling (? - ?) was a military commander under Yuan Shu during the Three Kingdoms era of China. Under the orders of Yuan Shu, he led a force of 30,000 men against Liu Bei in 196, but the battle was halted when Lü Bu called both sides to a banquet and performed an act of archery Privince, China. He holds a B.S. degree in accounting from California State Polytechnic University, Pomona History W.K. Kellogg develops Arabian horse ranch W.K. Kellogg, known for his famous Corn Flakes, had a life long passion for Arabian horses. After purchasing 377 acres at a cost of $25,000 USD, Kellogg developed the land into a world-renowned Arabian horse ranch. , California California (kăl'ĭfôr`nyə), most populous state in the United States, located in the Far West; bordered by Oregon (N), Nevada and, across the Colorado River, Arizona (E), Mexico (S), and the Pacific Ocean (W). . Full Year 2003 Results of DQ For the year ended December 31, 2003, revenue was $56,482,398 versus $44,468,081 for the year ended 2002, a 27% increase. Gross profit for the year was $3.8 million compared to $3.2 million in 2002. Net income increased by 139% to $1,558,133 for the year ended December 2003 versus $652,391 for the year ended 2002. Mr. Zuo Sheng Yu said, "We are pleased to announce that we are now a publicly traded company publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. . Our market is a strong and growing one and we are well positioned to be a leader in our sector in China. We look forward to communicating news about exciting developments in upcoming weeks and months." About The Company American Construction Company acquired General Steel and its 70% ownership in its subsidiary, Tianjin Da Qiu Zuang Sheet Metal Co., Ltd., ("DQ") a People's Republic of China limited liability corporation, which is a manufacturer of high quality hot-rolled steel sheets primarily for use in tractors, agricultural vehicles and other specialty vehicles. Since 1998, it has expanded its operations to six production lines producing 250,000 tons of 0.7-2.0mm hot-rolled carbon steel sheets per year, the largest producer in China, maintaining a 40% market share of all steel plates used in the production of agricultural vehicles in China. In 2003, its sales revenues were over $56 million and its total assets were worth more than $37 million. This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. as defined by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks defined in this document and in statements filed from time to time with the Securities and Exchange Commission. All readers are encouraged to review the 8-K to be filed in connection with the acquisition discussed above, which outlines risk factors including debt obligations, deal terms and other relevant items. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the companies, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the companies disclaim dis·claim v. dis·claimed, dis·claim·ing, dis·claims v.tr. 1. To deny or renounce any claim to or connection with; disown. 2. To deny the validity of; repudiate. 3. any obligation to update any forward-looking statements to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or after the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" .
TIANJIN DAQIUZHUANG METAL SHEET CO., LTD
STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
2003 2002
----------- -----------
SALES REVENUE $56,482,398 $44,468,081
COST OF SALES 52,804,197 41,327,984
----------- -----------
GROSS PROFIT 3,678,201 3,140,097
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 1,532,033 1,539,325
----------- -----------
INCOME FROM OPERATIONS 2,146,168 1,600,772
OTHER INCOME (EXPENSES), NET 179,396 (611,203)
----------- -----------
INCOME FROM OPERATIONS BEFORE PROVISION
FOR INCOME TAXES 2,325,564 989,569
PROVISION FOR INCOME TAXES 767,431 337,178
----------- -----------
NET INCOME 1,558,133 652,391
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustment -- --
----------- -----------
COMPREHENSIVE INCOME $ 1,558,133 $ 652,391
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TIANJIN DAQIUZHUANG METAL SHEET CO., LTD
BALANCE SHEETS
AS OF DECEMBER 31, 2003 AND 2002
ASSETS
------
2003 2002
----------- -----------
CURRENT ASSETS:
Cash $ 1,606,704 $ 2,743,056
Restricted cash 2,096,370 2,149,600
Accounts receivable, trade, net of
allowance for doubtful
accounts of $1,043 and $4,682 as of
2003 and 2002, respectively 455,641 1,555,965
Notes receivable 1,188,854 --
Other receivables - related parties 459,800 459,800
Other receivables 328,271 2,518,421
Inventories 4,801,915 4,092,192
Advances on inventory purchases - related
parties 1,021,824 4,258,829
Advances on inventory purchases 7,831,480 1,510,191
Short-term investment 12,100 12,100
----------- -----------
Total current assets 19,802,959 19,300,154
----------- -----------
PLANT AND EQUIPMENT, net 15,064,160 13,299,060
----------- -----------
OTHER ASSETS:
Intangible assets - land use rights,
net of accumulated amortization 2,564,369 758,267
----------- -----------
Total assets $37,431,488 $33,357,481
=========== ===========
TIANJIN DAQIUZHUANG METAL SHEET CO., LTD
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
2003 2002
----------- -----------
CURRENT LIABILITIES:
Accounts payable $ 1,378,484 $ 434,905
Short-term loans payable 13,806,100 10,623,800
Lines of credit 6,709,450 4,518,140
Other payables - related party -- 1,414,526
Accrued liabilities 268,964 1,355,774
Customer deposits 914,160 2,615,027
Deposits due to sales representatives 862,730 1,226,940
Taxes payable 1,655,842 890,744
----------- -----------
Total current liabilities 25,595,730 23,079,856
----------- -----------
SHAREHOLDERS' EQUITY:
Capital 9,583,200 9,583,200
Paid-in-capital 262,883 262,883
Retained earnings 1,989,675 431,542
----------- -----------
Total shareholders' equity 11,835,758 10,277,625
----------- -----------
Total liabilities and shareholders'
equity $37,431,488 $33,357,481
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