Si Mei Te Food (OTC BB:CADQE)

Excerpt from a recent notice of late filing:

Based on preliminary unaudited results of operations, the Registrant anticipates that it will report an increase in sales to $219 million for the year ended December 31, 2009, from $175 million for 2008, due to increase of both sales volume and selling price during 2009. The Registrant is currently unable to provide an estimate of its net income for 2009 because it is currently accessing the impact of the June 2009 acquisition of all of the outstanding securities of Gliston International Limited (“Gliston”), the parent company of HeNan Smart Food Company Limited. Based on preliminary unaudited results of operations, the Registrant anticipates that net income of Gliston for 2009 will be approximately $30 million, compared to $22 million for 2008.

Pursuant to an earn-out provision in the share exchange agreement, the Company has agreed to issue to Gliston’s shareholders up to 6.8 million additional shares if the following net income targets are achieved (calculated on a U.S. GAAP basis): ).

Source: SEC Filing

Note: The company has yet to file its 2009 annual report (20F).

China Discovery Acquisition entered into a an agreement to acquire HeNan Smart Food Company, a leading instant noodle producer in China.  The transaction is still subject to shareholder approval.

Details:

• China Discovery Acquisition Corp. will issue 14.7 million shares and cash consideration of $3.0 million in exchange for 100.0% of HeNan Smart Food Company

• Si Mei Te is a leading instant noodle producer in China, the largest instant noodle market in the world. Si Mei Te produces and sells its products under several well-known brands and is ranked among the top 5 instant noodle producers in China based on market share.

• After the closing, China Discovery will have approximately 21.8 million basic shares outstanding and 24.4 million fully diluted shares outstanding.

Financial Table ( Fiscal Year Ends in December)