Consumer Capital Group, Inc. - Baystreet.ca...Consumer Capital Group, Inc. On-line Retail CCGN:...
Transcript of Consumer Capital Group, Inc. - Baystreet.ca...Consumer Capital Group, Inc. On-line Retail CCGN:...
Consumer Capital Group, Inc. On-line Retail CCGN: OTC/BB
June 14, 2011
Its appears China’s Silk Road is taking a turn onto the digital highway
through a growing list of on-line retailers, marketplaces and social shop-ping sites. With a large population and a building middle class, China is a
dream retail market. Shanghai-based iResearch estimated that by the end
of 2010, over 145 million Chinese had joined the ranks of on-line shop-
pers. Buying goods and services on-line rather than going to the local
store is rising in popularity in part due to increased availability of com-puters and mobile phones that connect to the Internet. Broadband ser-
vice, so important for product display and transaction security, reaches
more people as well. Along with per capita incomes, debit and credit card
use is also on the rise in China.
The opportunity is nigh for Consumer Capital Group (CCG), among the
newest on-line marketplaces that provides a platform for manufacturers and distributors to promote and sell products and services directly to con-
sumers on-line. Called the Chinese Consumer Market Network and located
at the Internet address WWW.CCMUS.COM the platform has quickly built
up traffic to over 20,000 unique visitors per day. Bonus point systems
and sweepstakes help generate consumer interest and encourage on-line
purchases. The Company is using a direct sales approach to build its network of ven-
dors to expand product offering on the CCMUS platform. In partnership
with China’s Fuxin Bank CCG began a branded debit card program de-
signed to enable card-based purchases either at local stores or on-line. In
the first few months Fuxin Bank issued over 300,000 debit cards bearing
the CCMUS brand.
CCG reported $12.1 million in total sales in the year 2010, its first year of operation. A food distribution operation acquired in November 2010 con-
tributed $384,053 to the top-line in the final weeks of the year. CCG
earned a modest profit and converted 12.4% of sales to cash in 2010, pro-
viding a strong showing in is first year of operation as an emerging e-
commerce operation.
PROFILE
FINANCIAL PERFORMANCE
MARKET DATA
Price: $2.50 (6/13/11)
52 Wk Hi-Lo: $7.00 - $2.50
Ave. Volume: 803 K
Short Interest: NA
Beta: NA
VALUATION
Price/Sales: 3.4 X
Price/CFO: Neg
Price/EPS: Neg
Price/Book Value: 42.9 X
Based on TTM ending 3/31/11
Consensus EPS 2011: NA
Forward PE: NA
Consensus EPS 2012: NA
Forward PE: NA
Please read the important disclosures on page 7 of this report.
CER Focus Report
EQUITY SECURITIES
Common Shares Out: 18.9 M
Insiders: 75%
Float: 4.7 M
Institutional: <1%
5% Holders: 5.8%
Common Dividend: Nil
Preferred Shares: -0-
Warrants and
Options Outstanding: 3.3
As of 3/31/11
Dollars in millions; fiscal year ends December. Source: Company Reports
-$2
$0
$2
$4
$6
$8
$10
$12
$14
2008 2009 2010 - TTM 3-11
Sales
Operating
Income
Cash Flow
from
Operations
北京
Page 2
COMPARABLES/PEERS
INVESTMENT HIGHLIGHTS
Positives
Large market opportunity in China’s nascent e-commerce industry
through rapid spread of broadband Internet connectivity, building con-
sumer buying power and fast adoption rates for on-line purchasing
China Central Government support for e-commerce activities for its job
creation potential despite government oversight of Internet access
Early mover status in the marketplace segment of the e-commerce in-
dustry with unique business-to-consumer platform
High-margin business model in e-commerce segment which does not
assume inventory or order fulfillment risk
Strong strategic partnership in Fuxin Bank for novel and timely
branded debit card program
Diversification through addition of food wholesale distribution operation
acquired in November 2010
Nominal dilution from the exercise of outstanding derivative securities
No-debt balance sheet with adequate cash and working capital reserves
Negatives
Intensifying competition in the e-commerce arena as high growth and
low barriers to entry attract and enable new entrants
Majority ownership by insiders who can control strategic direction
Related party transactions, including a critical contractual relationship
with an entity under common ownership that holds required permits
and licenses to do business in China
Lesser-known auditor that may not command investor confidence given
recent allegations of inadequate audits by small accounting firms
Majority of business operations are conducted outside the United States
and in the Chinese language, complicating efforts by U.S. investors to
complete full due diligence or monitor the Company’s operations
Potential for quarterly variance in results due to trends in the foreign
exchange rates between the function currency (Chinese renminbi) and
the reporting currency (U.S. dollar).
Thin leadership ranks with no independent board members, family rela-
tionships among senior management and on board of directors, and
CEO and CFO positions held by one individual
Relatively unseasoned equity securities with significant spread between
bid and ask prices that could lead to a loss for short-term holders
OUTLOOK
2008 2009 2010 3 Mo 10 3 Mo 11 2011 Est
Sales -0- -0- $12.1 -0- $1.9 $18.0
Gross Profit -0- -0- $11.7 -0- $0.6 Margin na na 96.7% na 31.6%
Oper. Inc. -0- ($0.3) $ 1.5 ($0.1) ($0.8)
Net Inc. -0- ($0.3) $ 0.8 ($0.1) ($1.1)
CFO -0- ($0.3) $ 1.5 ($0.3) ($2.4) $ 2.3
EPS -0- ($0.00) $0.00 ($0.01) ($0.06)
ROE na Neg 18.2%
ROA na Neg 36.3% Dollars in millions except EPS; Fiscal year ends December. Operations commended 2010. Source: Company Reports and Crystal Equity Research Estimates
Consumer Capital Group
comes to the U.S. equity mar-
ket at a particularly challeng-ing time. The Company com-
pleted a reverse merger into a
public shell corporation and
began trading in the U.S. eq-
uity markets in February
2011. Yet the credibility of companies using the reverse
merger approach to access
the U.S. capital market is un-
der question following allega-
tions of fraud and inaccurate financial reporting by certain
China-based companies.
Stock prices of the group
have been under pressure on
announcements of SEC in-
vestigations and resignations of key leadership. As a
closely held company with a
short operating history Con-
sumer Capital Group will
have much to prove. That said, CCG has entered
the China e-commerce mar-
ket with a clever B2C plat-
form at a time of great oppor-
tunity for early movers. The
first year of operation has proven the platform function-
ality and marketability.
CCGN shares are highly
speculative and appropriate
only for risk tolerant inves-tors with long-term invest-
ment horizons.
OPERATING RESULTS
Amazon (AMZN: Nasdaq)
BidGive International (BDGV: Nasdaq)
Bidz.com (BIDZ: Nasdaq)
DangDang (DANG: Nasdaq)
DrugStore.com (DSCM: Nasdaq)
eBay (EBAY: Nasdaq)
Blue Nile (NILE: Nasdaq)
Overstock.com (OSTK: Nsdq)
RenRen.com (RENN: Nasdaq)
Stamps.com (STMP: Nasdaq)
ValueVision Media (VVTV: Nasdaq)
Vitacost.com (VITC: Nasdaq)
Consumer Capital Group, Inc. June 14, 2011
Page 3
Anton & Chia, LP, San Diego, CA - auditor
Nuwa Group, San Francisco, CA - investor relations representative
Richardson Patel, New York, NY - Legal Counsel
China Consumer Association - consumer protection group
CP Home Consumer Protection Foundation of China
CORPORATE RELATIONSHIPS
BUSINESS DESCRIPTION
Based in Beijing, China, Consumer Capital Group, Inc. (CCG) is an
emerging player in China’s new e-commerce sector. CCG has developed its Chinese Consumer Market Network a platform for manufacturers and
distributors to sell directly to consumers. This arrangement is commonly
known as a Business-to-Consumer or B2C model. The platform web site
is located at WWW.CCMUS.COM.
In addition to e-commerce, the Company entered the food distribution
market in late 2010 through the acquisition of 51% interest in Beijing Beitun Trade Co., Ltd. The trading arm reported over $4.0 million in an-
nual sales in the year 2010, and is expected to diversify sales.
Consumer Capital Group was founded by venture capitalist Jianmin
“Jack” Gao and his family. Both Gao’s wife Lingling Zhang and their son
Fei Gao are actively involved in the direction and operations of the Com-
pany as members of the board and senior management team.
GROWTH STRATEGY
HypeState.com, an Internet traffic research firm, recently reported that the CCMUS.com platform received over 15,000 unique visitors per day and
accessed over 75,000 pages or 4.9 pages per visitor. In e-commerce par-
lance HypeState valued the site at $51.73 per visitor or $24.0 million per
year. The traffic measure differs a bit from that of another Internet traffic
research house, SiteLatitude.com. According to SiteLatitude.com, the
CCMUS.com platform was receiving over 20,000 unique visitors per day at
the beginning of 2011. CCG’s principal growth strategy is to build traffic to its e-commerce plat-
form. Tactics include a mix of search engine placement strategies, social
media placement and customer experience enhancements. The later in-
volves expansion of the sweepstakes, discounts and bonuses that add to
consumer purchasing power and deliver an entertaining experience.
A new branded debit card program is also expected to help drive traffic and convert purchases. In partnership with Fuxin Bank, the Company
has issued over 300,000 debit cards that allow consumers to use “plastic”
instead of cash for local and on-line purchases. While cash and bank
checks remain the most popular with consumers, increasing incomes and
government encouragement of plastic cards over cash, debit and credit cards are quickly penetrating the China economy. The availability of a
CCG-branded debit card is expected to fuel site traffic and transactions.
On the other side of the platform, the Company is continuous building
the products and services through new vendor relationships. CCG has
embarked on direct sales campaign to find and qualify new vendors. At the end of March 2011, 116 vendors were a part of the CCMUS network.
E-Commerce Division
Clothing and Shorts
Consumer Electronics
Consumer Services
Cosmetics and Beauty
Culture and Sports
Electronics
Foreign Goods
Home Furnishings
Household Appliances
Jewelry and Accessories
Maternity
Nutrition Health Supplements
Office Supplies
Travel Services
Distribution Division
Imported Foods and Meats
PRODUCT LINES
Consumer Capital Group, Inc. June 14, 2011
June 14-17, 2011 - Internet Retail
Conference & Exhibition 2011, San Diego, CA
June 26-28, 2011 - Electronic Home Shopping Conference, Stock-holm, Sweden
June 28-29, 2011 - Media CEO Conference, London, UK
Sept. 27-28, 2011 - Online Re-tailer Conference & e-Commerce
Expo, Sydney, Australia
INDUSTRY CALENDAR
28%
72%
e-Commerce
Distribution
2010 SEGMENTS
*Bietun Trading was acquired in Nov. 2010; sales are shown pro forma as if Beitun contributed to entire year
STRATEGIC RELATIONS
Alipay.com - electronic pay-
ment processor
China UnionPay - interna-tional credit card vendor
Fuxin Bank, Beijing, China - CCMUS-branded consumer debit card partner
Pendga Group - key vendor
Xiedao.com - key vendor
BALANCES
OPERATING PERFORMANCE
At the end of March 2011, CCG held $1.1 million in cash and
equivalents on its balance sheet. This compares to $3.0 million three months earlier. The Company used $2.4 million in the first
quarter 2011 to support operations and to funded working capital
accounts.
Working capital declined to $0.9 million at the end of March
2011, impacted primarily by the use of cash to support opera-
tions. Inventory increased 57.6% to $520,820 at the end of the quarter and consists entirely of packaged food products. Ac-
counts payable and accrued liabilities were paid down in the
quarter, representing another significant use of cash.
Long-term assets are nominal as the Company’s operations do
not involve in-house manufacturing. Non-current assets totaled
$246,610 at the end of March 2011. Property, plant and equip-ment consists primarily of computer and network equipment.
The Company has no long-term debt. Nonetheless, investors
should note a payable to a related party in the Company’s cur-
rent liabilities. CCG owes a total of $608,079 to two members of
management in the form of non-interest bearing loans.
Stockholders’ equity totaled $1.1 million at the end of the quar-
ter, approximately half what it was three months earlier. Equity was impacted by the reported net loss in the period.
CASH FLOW AND BALANCES
Page 4
EARNINGS COMPARISONS
With the acquisition of the food distribution operation Beijing
Beitun Trade Co. in November 2010, the business profile of Con-
sumer Capital Group took on a different profile. The e-commerce segment is principally an agency business model, in which the
Company earns revenue with each successfully delivered order to
a customer. Vendors set their own prices and pay CCG a fee
based on a contractual arrangement. When the item has been
delivered or the service rendered, CCG remits the payment col-
lected from the customer. The payment is remitted to the vendor net of the fee. The Company never assumes inventory control or
risk as the vendor is responsible for order fulfillment.
On the other hand, the food distribution segment involves the
purchase and resale of inventory. The Company assumes full
inventory risk. The model requires adequate working capital re-
sources to support inventory purchases in advance of orders.
The food distribution business contributed $400,000 to revenue in the final weeks of the fourth quarter 2010, and $1.3 million to
the first quarter 2011. For the full year 2010, the operation real-
ized $4.6 million in total sales. Gross profit in the year was 2.2%.
CCG launched the e-commerce segment in the second quarter
2010, recording $11.7 million in total sales for the year. The
Company does not report direct costs associated with the e-commerce segment, including network costs instead in operating
expenses. Sales in 1Q11 totaled $606,791, reflecting the short-
ened business hours during the Chinese New Year celebration.
Operating expenses totaled $10.2 million in the year 2010, leav-
ing a $1.5 million operating profit. Principally all operating ex-
penses were attributable to the e-commerce segment.
12/31/10 3/31/11
Cash $3.0 $1.1
Current assets $4.1 $2.1
PP&E, net <0.1 <0.1
Total assets $4.4 $2.4
Accts. Payable $0.5 $0.3
Current portion LTD -0- -0-
Current Liabilities $2.2 $1.2
Notes Payable -0- -0-
Equity $2.2 $1.1
Shares Outstanding 17.8 18.9 Warrants and Options -0- 3.3
Dollars, shares and derivatives in millions
Source: Company Reports and Crystal Equity Research Estimates
Quarter Comparison
1Q10 4Q10* 1Q11
Sales -0- na $1.9
Gross Profit -0- na $0.6 Margin na na 31.6%
Oper. Loss -0- na ($0.8) Margin na na Neg
Net Loss ($0.1) na ($1.1)
CFO ($0.3) na ($2.4)
Loss/Share ($0.10) na ($0.06)
First Quarter 2011 Segment Comparison
E-commerce Beitun** Total
Sales $0.6 $ 1.3 $1.9
Gross Profit $0.6 < 0.1 $0.6 Margin 100% 0.0% 31.6%
Oper. Loss ($0.8) < 0.1 ($0.8) Margin Neg 0.0% Neg
Net Loss ($1.1) <(0.1) ($1.1)
Dollars in millions except EPS; Year ends Dec.
*Fourth quarter 2010 results have not been dis-closed separately for the year 2010 results
**Beijing Beitun Trade Co. wholesale distribution
Consumer Capital Group, Inc. June 14, 2011
Growing population in China of
shopping on-line
Expansion of middle class and
building consumer purchasing
power in China
China Central Government
endorsement of e-commerce for
job creation
Wider availability of broadband
Internet connectivity and user
devices across China
GROWTH DRIVERS
Young Adults - 18-35 years
Middle Class Homeowners
Professionals
Educated Youth and Adults
TARGET MARKETS
On-line Retailers
Vancl.com
360buy.com
Joyo.com
Ctrip.com
Marketplaces
Consumer-to-Consumer
PaiPai.com*
Eachnet.com*
Business-to-Consumer
TaoBao.com*
DangDang.com*
Social Networks
RenRen.com
Meilishuo.com
Mogujie.com
Fangdongxi.com
Duitang.com
Paopaojie.com
Business-to-Business
Alibaba.com
HC360.com
MyeKoo.com
Traditional Retailers On-line
Gome.com
COFCO.com
Lining.com
*Recognized as direct competition by
the Company
COMPETITIVE POSITION
China’s Central Government is so notorious for its restrictions on Internet
access its authority has been called the Great Firewall of China. Appar-ently official concern for unfettered web browsing does not extend to do-
mestic retailers. During a recent social uprising in a northern area, only
e-commerce Internet sites remained accessible. The PRC says its policies
encourage the development of Internet-based commerce for its potential
in creating high-paying jobs.
Chinese consumers are ready to stay home and shop. According to Inter-
net World Stats, the number of Internet users in China had topped 420
million by the end of March 2011. This represents a penetration rate of
about 20%, still well behind the 74% achieved in the U.S. Yet the Chi-
nese web surfers are gaining ground, spurred in part by rising personal
income. The availability of more reliable broadband Internet services and increased access to computers and smart phones are also playing a role
in bringing more people in the China market to the Internet venue.
Another important development is the adoption of debit and credit cards
as alternatives to cash. Historically, the Chinese have opted for doing
business with cash, suggesting a preference for in-person shopping. Nonetheless, the increased availability of debit and credit cards is usher-
ing in a significant shift away from all-cash transactions.
The means to complete electronic purchases may be the least of China’s
concerns in fostering an e-commerce industry. Order fulfillment is an-
other more vexing issue. Transportation in China is frustrated by a
widely dispersed communities inadequately linked by proper trucking or other shipping networks. Currently, on-line retailing is limited to cus-
tomers within the immediate metropolitan area where a vendor has estab-
lished transportation capabilities.
MARKET OPPORTUNITY
Page 5
COMPETITION
CCG is not the first to the market, but its unique “marketplace” platform
provides the Company at least early-mover status. The CCMUS.com plat-
form eliminates the typical intermediary that stands between the manu-
facturer and the consumer. The platform gives manufacturers direct ac-cess to shoppers who have registered for the CCMUS.com program. Ven-
dors can use the platform to advertise their products, gain access to cus-
tomers and process transactions. The platform allows vendors to main-
tain up to date product descriptions and pricing.
Consumers register as members of the CCMUS.com “buying club.” There
were over 18,000 members at end of March 2011. Bonus point systems and sweepstakes help generate consumer interest and encourage on-line
purchases.
The other principal e-commerce marketplaces operating in China are
largely consumer-to-consumer (C2C) platforms with characteristics simi-
lar to eBay. Paipai.com caters to the wealthy with trendy, fashionable
clothing and personal items. eBay Corp. subsidiary in China, Each-net.com, provides a venue for individuals to reach other consumers.
Eachnet.com receives approximately 112,000 unique visitors per day, ap-
proximately five times that of CCG.
TaoBao.com owned by Alibaba is a business-to-consumer (B2C) platform.
It is the largest of China’s e-commerce sites and is known for its bargains for a wide variety of consumer goods. Taobao reported more than 370
million registered users as of the end of 2010 and currently hosts more
than 800 million product listings. DangDang.com also offers general
merchandise but has differentiated its products with books and music.
The recent initial public offering by RenRen.com, a China social network-
ing site is likely to begin an important shift from Web 2.0 oriented e-commerce sites to the highly personalized Web 3.0 architecture.
Consumer Capital Group, Inc. June 14, 2011
Consumer Capital Group, Inc. June 14, 2011
Page 6
OWNERSHIP
Jianmin Gao wears three hats at Consumer Capital Group. He is Chair-
man, Chief Executive Officer and Chief Financial Officer. Gao founded
the Company with his wife Lingling Zhang and son Fei Gao. He has ex-tensive background in venture capital and corporate finance transactions.
With his son and wife, Gao controls 67% of the Company.
Fei Gao is Chief Operating Officer and a Director of the Company. He is
also the principal officer of the Company’s joint venture partner, Ameri-
can Arki Network Service Beijing, on which the Company relies for re-
quired licenses and permits to do business in the PRC. The younger Gao was masters degree in business administration from Tsinghua University.
Dong Yao is the Company’s Chief Technical Officer and a Directors. He
is responsible for the integrity of the consumer network architecture. Yao
was previously network director for Beichen Tianjin and Tianjian Network
Technology, both network technology companies. Hui Chen is Vice President a Director of the Company. Mr. Chen gradu-
ated from Jiangsu Changzhou Industrial Technology University with a
bachelor of arts degree in accounting and masters degree in business
administration from Stockholm University in Sweden.
Wei Guo is the managing director of the Beijing Beitun Trade food distri-
bution operation acquired by the Company in 2010. Ms. Guo owns 49% of Beijing Beitun Trade.
Lingling Zhang is the Corporate Secretary and a member of the Board of
Directors. She is the wife of Jianmin Goa and the mother of Fei Gao.
Shares of
Common Stock
Insiders:
J. Gao, CEO, CFO 8.9
F. Gao, COO, Director 3.1
D. Yao, CTO, Director -0-
H. Chen, VP, Director -0-
W. Guo, Managing Dir. -0-
L. Zhang, Sec., Dir 2.2
Total Insiders 14.2 M
As % of Shares
Outstanding 75.1%
5% Holders 1.1 M
As % of Shares
Outstanding 5.8%
Shares in millions Source: Company Reports and Crystal Equity Research Estimates
LEADERSHIP
CAPITALIZATION
Recent Price: $2.50
Shares Out: 18.9 M
Market Capital: $47.3 M
+ Preferred Stock -0-
+ Debt -0-
- Cash $ 1.1 M
Enterprise Val: $46.2 M
Book Value: $1.1 M
Working Capital: $0.9 M
*Balances as of 3/31/11
Source: Company Reports and Crystal Equity Research Estimates
CORPORATE ORGANIZATION
Consumer Capital Group, Inc. Holding Company Delaware Domicile
Arki
e-Commerce
Technology Corporation
100% Owned Wholly Foreign
Owned Enterprise
PRC Domicile
Maintains con-sumer network
systems; owns intellectual prop-erty
America Arki
Network
Management Co. Ltd.
100% Owned Wholly Foreign
Owned Enterprise
PRC Domicile
Manages daily e-commerce opera-
tions and transac-tions in consumer network market
Beijing
Beitun Trade
Co. Ltd.
51% Owned
Subsidiary
PRC Domicile
Wholesale distri-
bution of food and meat products
American
Price Beijing
Bio-tech, Inc.
100% Owned
Subsidiary
PRC Domicile
Import/export of
healthcare prod-ucts; ceased op-erations in 2010
American Arki Network Service Beijing Co., Ltd.
Joint Venture Partner with Common Ownership
Variable Interest Entity
Holds business license and required permits in PRC
OPERATIONS
As shown in the diagram at
the left, Consumer Capital
Group conducts its consumer network and distribution
businesses through three
subsidiaries. The two units
responsible for the consumer
network rely on a series of
agreements with a joint ven-ture partner fully licensed
and permitted in the PRC.
Joint Venture Agreements
Business Cooperation Agreements Exclusive Options on Ownership
Share Pledge Agreements Powers of Attorney
CCMUS.COM PLATFORM - SAMPLE WEB SITE PAGE
Consumer Capital Group, Inc. June 14, 2011
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