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EX-31.2 - CERTIFICATION OF ACTING PRINCIPAL ACCOUNTING OFFICER FILED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - GME INNOTAINMENT, INC.exhibit31-2.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER FURNISHED PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - GME INNOTAINMENT, INC.exhibit32-1.htm
EX-32.2 - CERTIFICATION OF ACTING PRINCIPAL ACCOUNTING OFFICER FURNISHED PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - GME INNOTAINMENT, INC.exhibit32-2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER FILED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - GME INNOTAINMENT, INC.exhibit31-1.htm
 
 





UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549 
 
FORM 10-Q/A
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934
 
For the quarterly period ended: September 30, 2009
 
or
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934
 
For the transition period from ____________ to _____________
 
Commission File No. 333-139008
 
GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC.
 
(Exact name of small business issuer as specified in its charter)
 
FLORIDA
 
59-2318378
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Tax. I.D. No.)

203 Hankow Center, 5 - 15 Hankow Road, Tsimshatsui, Kowloon, Hong Kong
(Address of Principal Executive Offices)

852-2192-4805
(Registrant’s Telephone Number, Including Area Code)

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x    No ¨
 
Indicate by check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   
 
Yes x    No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerate filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): 
 
Large Accelerated Filer ¨      Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ¨    No x
 
As of November 20, 2009, the issuer had 40,000,000 shares of common stock outstanding.
 

 
 

 

TABLE OF CONTENTS
 

 
PART I – FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
3
     
 
Condensed Consolidated Balance Sheets as at September 30, 2009 and December 31, 2008
3
     
 
Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months and Nine Months Ended September 30, 2008 and 2009 (Unaudited)
4
     
 
Condensed Consolidated Statements Of Cash Flows for the Nine Months Ended September 30, 2008 and 2009 (Unaudited)
5
     
 
Notes To Condensed Consolidated Financial Statements (Unaudited)
6
     
Item 2.
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
16
     
Item 3.
Quantitative And Qualitative Disclosures About Market Risk
22
     
Item 4.
Controls And Procedures
22
   
PART II - OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
23
     
Item 1A.  
Risk Factors
23
     
Item 2
Unregistered Sales Of Equity Securities And Use Of Proceeds
23
     
Item 3
Defaults Upon Senior Securities
23
     
Item 4
Submission Of Matters To A Vote Of Security Holders
23
     
Item 5
Other Information
23
     
Item 6
Exhibits.
24
   
SIGNATURES
24

 
 
 

 

PART I – FINANCIAL INFORMATION
 


GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC. AND SUBSIDIARIES

   
September 30,
2009
   
December 31, 2008
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
CURRENT ASSETS
           
Cash and cash equivalents
  $ 521,674     $ 69,958  
Pledged deposits
    4,966,191       3,704,253  
Accounts receivable, net
    4,117,192       2,016,545  
Inventories, net
    1,634,902       1,555,782  
Amount due from a related party
    -       1,094,679  
Prepaid expenses and other receivables
    1,970,094       830,471  
Total current assets
    13,210,053       9,271,688  
                 
PROPERTY, PLANT & EQUIPMENT, NET
    21,751,515       21,322,104  
                 
LAND USE RIGHT, NET OF AMORTIZATION
    341,588       346,544  
                 
TOTAL ASSETS
  $ 35,303,156     $ 30,940,336  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
LIABILITIES
               
CURRENT LIABILITIES
               
Bank loans
  $ 3,663,394     $ 4,006,774  
Accounts payable
    3,204,043       1,647,176  
Notes payables
    1,641,509       2,303,646  
Amount due to a related party
    162,775       -  
Accrued expenses and other payables
    587,524       101,288  
VAT payables
    499,995       429,237  
Income tax payables
    522,199       263,310  
Total current liabilities
    10,281,439       8,751,431  
                 
LONG-TERM BANK LOAN
    2,787,735       3,334,646  
                 
TOTAL LIABILITIES
    13,069,174       12,086,077  
                 
STOCKHOLDERS’ EQUITY
               
Common stock, Par value $0.01; 375,000,000 shares authorized; $0.01 par value; 40,000,000 shares issued and outstanding
    400,000       400,000  
Additional paid in capital
    9,885,277       9,885,277  
Capital reserves
    2,410,701       2,410,701  
Retained earnings
    5,001,701       2,144,341  
Accumulated other comprehensive income
    4,409,228       3,899,956  
TOTAL COMPANY STOCKHOLDERS’ EQUITY
    22,106,907       18,740,275  
                 
NONCONTROLLING INTEREST
    127,075       113,984  
TOTAL EQUITY
    22,233,982       18,854,259  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 35,303,156     $ 30,940,336  
                 

See accompanying notes to condensed consolidated financial statements

 
3

 

GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)
 
 
 
 
 
                         
   
For the three months ended September 30,
   
For the nine months ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
         
(Restated)
         
(Restated)
 
                         
REVENUE
  $ 11,156,546     $ 9,754,226     $ 29,403,259     $ 24,134,317  
                                 
COST OF SALES
    8,492,218       7,335,468       23,170,613       18,311,915  
                                 
GROSS MARGIN
    2,664,328       2,418,758       6,232,646       5,822,402  
                                 
EXPENSES
                               
Selling and distribution
    10,862       16,736       32,864       38,011  
General and administrative
    636,427       401,235       1,933,268       1,263,465  
                                 
OPERATING INCOME   
    647,289       417,971       1,966,132       1,301,476  
                                 
INCOME FROM CONTINUING OPEARTIONS
    2,017,039       2,000,787       4,266,514       4,520,926  
                                 
OTHER INCOME/(EXPENSES)
                               
  Other income
    54,577       58,731       127,808       176,250  
Interest income
    23,235       18,617       119,177       176,002  
Bank loan interest
    -122,287       -137,005       -396,317       -496,573  
Other interest expense
    -86,383       -138,364       -200,791       -295,177  
OTHER EXPENSES, NET
    -130,858       -198,021       -350,123       -439,498  
                                 
INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST
    1,886,181       1,802,766       3,916,391       4,081,428  
                                 
PROVISION FOR INCOME TAXES
    464,692       416,492       1,046,473       887,238  
                                 
INCOME FROM CONTINUING OPERATIONS BEFORE NON-CONTROLLING INTEREST
  $ 1,421,489     1,386,274      $ 2,869,918     $ 3,194,190  
                                 
NET INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST
    6,328       3,224       12,558       11,005  
                                 
NET INCOME FROM CONTINUING OPERATIONS
  1,415,161     1,383,050      $ 2,857,360     $ 3,183,185  
                                 
DISCONTINUED OPERATIONS
                               
Income from discontinued operations
    -       -       -       1,311  
Loss on disposal of a subsidiary
    -       -       -       -31,405  
LOSS FROM DISCONTINUED OPERATIONS
    -       -       -       -30,094  
                                 
NET INCOME
    1,415,161       1,383,050       2,857,360       3,153,091  
                                 
OTHER COMPREHENSIVE INCOME
                               
   Gain/(loss) on foreign exchange translation
    342,515       -170,561       509,272       1,263,735  
                                 
COMPREHENSIVE INCOME
  1,757,676     1,212,489     3,366,632     $ 4,416,826  
                                 
NET INCOME PER SHARE, BASIC AND DILUTED
  0.04     0.03     0.07     $ 0.08  
                                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED
    40,000,000       40,000,000       40,000,000       40,000,000  
                               
                                 
                                 
 
                               
 
 
See accompanying notes to condensed consolidated financial statements

 
4

 


GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

   
For the nine months ended September 30,
 
   
2009
   
2008
 
         
(Restated)
 
Cash flow from operating activities
           
Net income
  $ 2,857,360     $ 3,153,091  
Adjustments for:
               
Depreciation
    1,576,744       1,256,217  
Amortization of land use rights
    7,008       6,864  
Noncontrolling interests
    12,558       11,005  
Officer compensation contributed to additional paid in capital
    -       60,000  
Changes in operating assets and liabilities:
               
Increase in accounts receivable
    (2,100,647 )     (1,680,065 )
(Increase)/decrease in inventory
    (79,120 )     78,754  
Decrease in amount due from a related party
    1,094,679       -  
Increase in prepaid expenses and other receivables
    (1,139,623 )     (1,075,321 )
Increase in accounts payable
    1,556,867       406,459  
Increase in VAT payables
    70,758       61,537  
Increase in income tax payables
    258,889       112,573  
Increase in accrued expenses and other payables
    486,236       537,089  
                 
Net cash provided from operating activities
    4,601,709       2,928,203  
                 
Investing activities
               
Purchase of property, plant and equipment
    (1,877,472 )     (5,218,181 )
                 
Net cash used in investing activities
    (1,877,472 )     (5,218,181 )
                 
Financing activities
               
Proceeds from bank loans
    2,922,882       7,485,019  
Repayment of bank loans
    (3,559,126 )     (6,923,104 )
Increase in amount due to a related party
    162,775       783,115  
Increase in pledged deposits
    (1,261,938 )     (418,909 )
(Decrease)/increase in notes payable
    (662,137 )     1,229,675  
                 
Net cash provided from/(used in) financing activities
    (2,397,544 )     2,155,796  
                 
Net increase/(decrease) in cash and cash equivalents
    326,693       (134,182 )
                 
Effect of foreign exchange rate changes
    125,023       306,237  
                 
Cash and cash equivalents at beginning of period
    69,958       121,574  
                 
Cash and cash equivalents at end of period
  $ 521,674     $ 293,629  
                 
Supplemental Disclosures of Cash Flow Information
               
                 
Cash paid for interest
  $ 597,108     $ 791,750  
                 
Cash paid for income taxes
  $ 787,584     $ 799,280  

See accompanying notes to condensed consolidated financial statements

 
5

 



GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2009
 

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

Great East Bottles & Drinks (China) Holdings, Inc. and subsidiaries (the “Company”) are a group of manufacturers producing beverage bottles which mainly is made of PET, a type of plastic with desirable characteristics for packaging including a clear and wide range of colors and shapes, toughness and good resistance to heat, moisture and dilute acid. The Company manufactures and sells beverage bottles in the People’s Republic of China (“PRC” or “China”) for bottling of Carbonated Soft Drinks (“CSD”) for world brands, and these beverage bottles are referred to as PET CSD bottles.

At September 30, 2009, details of the Company’s subsidiaries are as follows:

 
Name
 
Place of
incorporation
 
Effective
Ownership
 
 
Principal activities
             
Great East Bottles & Drinks (BVI) Inc., formerly known as Citysky Investment Holding Inc (“Citysky”)
 
the British Virgin Islands (“BVI”)
 
100%
 
Investment holdings
             
Great East Bottles & Drinks Holdings, Limited
 
Hong Kong Special Administrative Region (“Hong Kong”)
 
100%
 
Provision of management services for group companies
             
Great East Packaging International Limited
 
BVI
 
100%
 
Investment holding
             
Great East Packaging (Nanjing) Limited
 
BVI
 
100%
 
Investment holding
             
Great East Packaging (Xian) Limited
 
BVI
 
100%
 
Investment holding
             
Hangzhou Great East Packaging Co., Limited
 
PRC
 
99%
 
Production of beverage bottles
             
Nanjing Great East Packaging Co., Limited
 
PRC
 
100%
 
Production of beverage bottles
             
Xian Great East Packaging Co., Limited
 
PRC
 
100%
 
Production of beverage bottles

On August 10, 2009, Citysky setup Great East Bottles & Drinks Holdings, Limited, a wholly owned subsidiary registered in Hong Kong. The new subsidiary has authorized and issued 10,000 ordinary shares of HKD1 each and is principally engaged in the provision of management service for group companies.

On August 19, 2009, Citysky changed its name to Great East Bottles & Drinks (BVI) Inc.


NOTE 2 – PRINCIPLES OF CONSOLIDATION

The unaudited interim financial statements of the Company and the Company’s subsidiaries (see Note 1) for the three months and nine months ended September 30, 2009 and 2008 have been prepared pursuant to the rules & regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading.  All significant intercompany balances and transactions have been eliminated. The functional currency for the majority of the Company’s operations is the Renminbi (“RMB”), while the reporting currency is the US Dollar.

 
6

 


In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of September 30, 2009, the results of its operations for the three months and nine months ended September 30, 2009 and 2008 and cash flows for the nine months ended September 30, 2009 and 2008.

The results of operations for the three months and nine months ended September 30, 2009 are not necessarily indicative of the results for a full year period.
 
 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)
Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains bank accounts in Hong Kong and China through its wholly-owned subsidiaries.

(b)
Inventories

Inventories consisting of raw materials, work-in-progress, goods in transit and finished goods are stated at the lower of cost or net realizable value. Finished goods are comprised of direct materials, direct labor and a portion of overheads. Inventory costs are calculated using a weighted average, first in first out (FIFO) method of accounting.

(c)
Revenue Recognition

Revenue represents the invoiced value of goods sold recognized upon the shipment of goods to customers and when all of the following criteria are met:
 
i)  
Persuasive evidence of an arrangement exists,
ii)  
Delivery has occurred,
iii)  
The seller's price to the buyer is fixed or determinable, and
iv)  
Collectability is reasonably assured.

(d)
Earnings Per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of September 30, 2009 and 2008, there were no dilutive securities outstanding.

 (e)
Fair Value of Financial Instruments

The Company values its financial instruments as required by SFAS No. 157, Disclosures about Fair Value of Financial Instruments. The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.
 
As of September 30, 2009, the Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, other deposits and prepayments, accounts payable, short-term bank loans, other payables and accruals, taxes payable, and amount due to a related party.  The estimated fair values of the financial instruments as of the balance sheet date were not materially different from their carrying values as presented, due to the short maturities of these instruments and the fact that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profiles at respective period/year ends.

 (f)
Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States Dollars (US$). The functional currency of the Company is the Renminbi (RMB). Capital accounts of the condensed consolidated financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year.  The translation rates are as follows:

 
7

 



   
September 30, 2009
   
December 31, 2008
   
September 30, 2008
 
 
                 
Year end RMB : US$ exchange rate
    0.1467       0.1458       0.1454  
Average yearly RMB : US$ exchange rate
    0.1461       0.1446       0.1431  
                         
On July 21, 2005, the PRC changed its foreign currency exchange policy from a fixed RMB/US$ exchange rate into a flexible rate under the control of the PRC’s government.

The RMB is not freely convertible into foreign currency, and all foreign exchange transactions must take place through authorized institutions.  No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

 (g)
Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

 (h)
Recent Accounting Pronouncements

Below is a listing of the most recent accounting standards and their effect on the Company.

In October 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. This authoritative guidance is effective for fiscal years beginning on or after June 15, 2010 (early adoption is permitted). The Company is currently assessing the impact on its consolidated financial position and results of operations.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of SFAS 162 (SFAS No. 168), establishing codification, which integrates and categorizes all guidance by standard setters within levels A through D of the previous GAAP hierarchy. SFAS No. 168 will replace all existing GAAP for non-governmental entities and will establish a new hierarchy of GAAP, both authoritative and non-authoritative. SFAS No. 168 is effective for interim and annual periods ending after September 15, 2009 and will be adopted by the Company beginning in the forth quarter of its fiscal year 2009. The Company does not expect the adoption to have a material impact on its consolidated results of operations and financial condition.

In May 2009, the FASB issued SFAS No. 165,Subsequent Events (SFAS No. 165), which updates previous guidance under GAAP by replacing type “1” and type “2” with “recognized” and “unrecognized,” and requires disclosure in financial statements of the date through which subsequent events have been evaluated. SFAS No. 165 is effective for interim and annual periods ending after June 15, 2009 and was adopted by the Company beginning in the third quarter of its fiscal year 2009. The adoption of SFAS No. 165 did not have a material impact on the Company’s consolidated results of operations and financial condition.

In April 2009, the FASB issued FASB Staff Position (FSP) SFAS No. 157-4, Fair Value Measurements (FSP No. 157-4), which supersedes FSP SFAS 157-3 and provides additional guidance on estimating fair value when volume and level of transaction activity for the asset or liability have significantly decreased. FSP SFAS No. 157-4 is effective for interim and annual periods ending after June 15, 2009 and was adopted by the Company beginning in the third quarter of its fiscal year 2009. The adoption of FSP SFAS No. 157-4 did not have a material impact on the Company’s consolidated results of operations and financial condition.
          
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition of Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, for debt securities and the presentation and disclosure requirements of other-than-temporary impairments on debt and equity securities in the financial statements. FSP FAS 115-2 and FAS 124-2 is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of FSP 115-2/124-2 did not have a material impact on the Company’s consolidated results of operations and financial condition.

 
8

 



In October 2008, the FASB issued FASB Staff Position FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active (FSP 157-3”). FSP 157-3 clarified the application of FAS 157. FSP 157-3 demonstrated how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. The implementation of this standard did not have an impact on the Company’s financial position, results of operations or cash flow.


NOTE 4 – INVENTORIES, NET

Inventories consisting of raw materials and finished goods are stated at the lower of weighted average cost or market value. Inventories are PET CSD bottles and its raw material, PET, that is used to manufacture the PET CSD bottles.

Inventories as of the balance sheet dates are summarized as follows:

   
As of September 30, 2009
   
As of December 31, 2008
 
             
Raw materials
  $ 902,708     $ 592,281  
Work-in-progress
    584,563       725,482  
Finished goods
    140,954       331,787  
Goods-in-transit
    6,677       -  
Less: Provision for slow moving inventories
    -       (93,768 )
                 
Inventories, net
  $ 1,634,902     $ 1,555,782  
                 

 NOTE 5 – PLEDGED DEPOSITS

Amount represents restricted cash pledged as deposits for bankers’ notes facilities. As of the balance sheet dates, pledged deposits are summarized as follows:

   
As of September 30,  2009
   
As of December 31, 2008
 
             
China Construction Bank
  $ 3,499,074     $ 2,172,967  
Bank of China
    1,467,117       1,458,367  
Industrial and Commercial Bank of China
    -       72,919  
                 
Total
  $ 4,966,191     $ 3,704,253  
                 

NOTE 6 – PREPAID EXPENSES AND OTHER RECEIVABLES

Prepaid expenses consists of payments and deposits made by the Company to third parties in the normal course of business operations with no interest being charged and no fixed terms of repayment. These payments are made for the purchase of goods and services that are used by the Company for its current operations.

The Company evaluates the amounts recorded as prepaid expenses and other receivables on a periodic basis and records a charge to the current operations of the Company when the related expense has been incurred or when the amounts reported as other receivables are no longer deemed to be collectible by the Company.

 
9

 



Prepaid expenses and other receivables as of the balance sheet dates are summarized as follows:

   
As of September 30,  2009
   
As of December 31, 2008
 
             
Prepaid expenses
  $ 1,527,774     $ 654,327  
Other receivables
    442,320       176,144  
                 
Total
  $ 1,970,094     $ 830,471  


NOTE 7 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment of the Company consist primarily of manufacturing facilities and equipment owned and operated by the Company’s wholly-owned subsidiaries in China. Property, plant and equipment as of the balance sheet dates are summarized as follows:
       
   
As of September 30, 2009
   
As of December 31, 2008
 
             
At cost:
           
Building
  $ 2,325,806     $ 2,311,935  
Machinery
    37,394,544       33,405,303  
Leasehold improvement
    395,786       393,426  
Office equipment
    1,178,158       1,134,841  
Transportation vehicles
    758,829       746,700  
Construction in progress
    40,089       1,995,134  
      42,093,212       39,987,339  
                 
Less: Accumulated depreciation
  $ (20,341,697 )   $ (18,665,235 )
                 
Property, plant and equipment, net
  $ 21,751,515     $ 21,322,104  
                 
 
Depreciation expense for the nine months ended September 30, 2009 and 2008 was $1,576,744 and $1,256,217, respectively. The allocation of depreciation expense for the nine months ended September 30, 2009 and 2008 is summarized as follows:

   
For the nine months ended September 30,
 
   
2009
   
2008
 
             
Included in cost of sales
  $ 1,562,247     $ 1,229,238  
Included in general and administrative expenses
    14,497       26,979  
                 
Total depreciation expense
  $ 1,576,744     $ 1,256,217  

 
10

 
 
NOTE 8 – AMOUNT DUE (TO)/FROM A RELATED PARTY

Amount due from/(to) a related party as of the balance sheet dates are summarized as follows:

   
As of September 30,
 2009
   
As of December 31, 2008
 
             
Receivable from Great East Packaging Holdings Limited (“GEPH”)
  $ 8,126,436     $ 6,199,539  
Notes payable to GEPH
    (8,289,211 )     (5,104,860 )
                 
Net amount due (to)/from a related party
  $ (162,775 )   $ 1,094,679  

The Company’s majority shareholder, Mr. Guy A-Tsan Chung, owned 74.25% of the Company and was an affiliate of Great East Packaging Holdings Limited as at September 30, 2008, and as a result, GEPH is considered as a related party. Net amount due from GEPH bears a 9% interest per annum, calculating on an accrual basis using the effective interest method by applying the rates to the net carrying amount of the assets.  Total interest income accrued during the nine months ended September 30, 2009 and 2008 were $39,985 and $89,085, respectively.


NOTE 9 – NOTES PAYABLE

Banks issue notes to the Company’s suppliers payable at any time prior to a maturity date as part of the credit facility granted to the Company.  Should the supplier want to call the note prior to maturity, the bank would satisfy the note at a discount, and then be paid the full face amount of the note by the Company, at maturity.  The Company is also required to pledge certain deposits on its bank accounts at the date of issue and until maturity.  As such, there is no interest payable by the Company to the banks under this credit facility, and Company payments are always due at the maturity date. 

As of the balance sheet dates, the Company’s notes payable were summarized as follows:

 
Maturity date
 
September 30,
2009
   
December 31, 2008
 
               
China Construction Bank
January 2009
  $ -     $ 247,922  
China Construction Bank
February 2009
    -       408,343  
China Construction Bank
March 2009
    -       218,755  
Bank of China
January 2010
    762,900       -  
Bank of China
August 2009
    -       -  
Bank of China
February 2009
    -       291,674  
Bank of China
May 2009
    -       262,506  
DBS Bank (Hong Kong) Limited
January 2010
    292,279       -  
DBS Bank (Hong Kong) Limited
December 2009
    146,712       -  
DBS Bank (Hong Kong) Limited
November 2009
    292,906       -  
DBS Bank (Hong Kong) Limited
October 2009
    146,712       -  
DBS Bank (Hong Kong) Limited
January 2009
    -       820,304  
DBS Bank (Hong Kong) Limited
April 2009
    -       54,142  
Total
    $ 1,641,509     $ 2,303,646  
                   
As of the balance sheet dates, all the Company’s notes are repayable within one year.


 
11

 


NOTE 10 – BANK LOANS

The Company has entered into an arrangement with several banks to borrow funds on a short term basis to purchase raw materials or finance the business operations of the Company. Bank loans as of the balance sheet dates included Hong Kong Dollar (“HKD”) and RMB bank loans. The table below shows the amounts owed by the Company to these banks along with the stated interest rate charged by these banks.

Bank loans of the Company as of the balance sheet dates were summarized as follows:

   
Interest rate
   
Bank loans balance
 
 
 
Name of banks
 
As of September 30, 2009
   
As of December 31, 2008
   
As of September 30, 2009
   
As of December 31, 2008
 
                         
Hang Seng Bank
    7.750 %     7.750 %   $ 2,116,667     $ 2,338,544  
China Construction Bank
    5.310 %     7.470 %     1,467,117       875,020  
Industrial and Commercial Bank of China
    -    
7.920% to 8.217
 %     -       1,283,363  
Bank of Communications
    6.110 %     7.330 %     1,467,117       1,166,694  
DBS Bank (Hong Kong) Limited
    9.180 %     9.180 %     1,400,228       1,677,799  
                                 
                      6,451,129       7,341,420  
                                 
Less:
                               
Repayable after one year but within two years
                    (791,792 )     (740,304 )
Repayable after two years but within five years
                    (1,764,471 )     (2,056,504 )
Repayable after five year
                    (231,472 )     (537,838 )
                                 
Current portion
                  $ 3,663,394     $ 4,006,774  
                                 
The maturity dates for the above bank loans are summarized as follows:
         
 
 
 
Name of banks
 
Drawn down currency
 
 
 
Due date
 
Bank loans balance
 
 
As of September 30, 2009
   
As of December 31, 2008
 
                 
Hang Seng Bank
HKD
Feb 2015
    1,051,743       1,163,054  
Hang Seng Bank
HKD
Mar 2015
    1,064,924       1,175,490  
China Construction Bank
RMB
May 2010
    1,467,117       -  
China Construction Bank
RMB
April 2009
    -       875,020  
Industrial and Commercial Bank of China
RMB
Sept 2009
    -       845,853  
Industrial and Commercial Bank of China
RMB
Sept 2009
    -       437,510  
Bank of Communications
RMB
July 2010
    1,467,117       -  
Bank of Communications
RMB
July 2009
    -       1,166,694  
DBS Bank (Hong Kong) Limited
RMB
Nov 2012
    1,400,228       1,677,799  
                     
        $ 6,451,129     $ 7,341,420  


 
12

 

All bank loans were secured and guaranteed by the following:

Secured by:
Building and land use rights of the Company
 
Building and land use rights of Nanjing Crystal Pines Beverages & Packaging Co. Ltd., a related party
   
Guaranteed by:
Directors
 
Mr. Guy Chung
 
Mr. Stetson Chung
 
Related companies
 
Shanghai Great East Packaging Co. Ltd.
 
Shenyang Great East Packaging Co. Ltd.
 
Great East Packaging Holdings Ltd.
 
Janwise Limited
 
Great East Packaging (Hong Kong) Limited
   
Bank loan interest expenses for the nine months ended September 30, 2009 and 2008 were $396,317 and $496,573, respectively.

 
NOTE 11 – TAX

(a)  Corporation Income Tax

The PRC subsidiaries of the Company are registered as foreign investment enterprises. Provision for PRC corporate income tax is calculated at 25% based on the estimated assessable profits arising in PRC.  Provision for Hong Kong profits tax is calculated at 16.5% based on the estimated assessable profits arising in Hong Kong. BVI companies are not subjected to tax in accordance with the relevant tax laws and regulations of the BVI.

The corporate income tax rates applicable to the Company and its subsidiaries for the nine months ended September 30, 2009 and 2008 are as follows:

 
Place of incorporation
 
September 30, 2009
   
September 30, 2008
 
               
Great East Bottles & Drinks (BVI) Inc.
BVI
    0 %     0 %
Great East Packaging (Nanjing) Limited
BVI
    0 %     0 %
Great East Packaging International Limited
BVI
    0 %     0 %
Great East Packaging (Xian) Limited
BVI
    0 %     0 %
Great East Bottles & Drinks Holdings, Limited
Hong Kong
    16.5 %     N/A  
Hangzhou Great East Packaging Co., Limited
PRC
    25.0 %     25.0 %
Nanjing Great East Packaging Co., Limited
PRC
    25.0 %     25.0 %
Xian Great East Packaging Co., Limited
PRC
    25.0 %     25.0 %
                   
Great East Bottles & Drinks Holdings, Limited is a new wholly-owned subsidiary setup on August 10, 2009 (see Footnote 1).

The actual and effective corporate income tax was 26.7% and 21.7% for the nine months ended September 30, 2009 and 2008, respectively.

   
For the nine months ended September 30,
 
   
2009
   
2008
 
   
Amount
   
%
   
Amount
   
%
 
               
(Restated)
       
                         
Income before provision for income taxes
  $ 3,916,391           $ 4,081,428        
                             
Tax at the applicable rates
    979,098       25.0       1,020,357       25.0  
Tax effect of expenses that are not deductible for tax purposes
    67,375       1.7       -       -  
Tax effect of income not subject to tax
    -       -       (133,119 )     (3.3 )
                                 
TOTAL
  $ 1,046,473       26.7     $ 887,238       21.7  


 
13

 

The provisions for income taxes for each of the nine months ended September 30, 2009 and 2008 are summarized as follows:

   
For the nine months ended September 30,
 
   
2009
   
2008
 
             
Current
  $ 1,046,473     $ 887,238  
Deferred
    -       -  
                 
TOTAL
  $ 1,046,473     $ 887,238  
                 
There are no timing differences between reported book or financial income and income computed for income tax purposes.  Therefore, the Company has made no adjustment for deferred tax assets or liabilities.

(b)  
Value Added Tax ("VAT")

In accordance with the current tax laws in the PRC, the VAT for domestic sales is levied at 17% on the invoiced value of sales and is payable by the purchaser. The PRC subsidiaries of the Company are required to remit the VAT they collects to the tax authority, but may offset these tax liabilities from the VAT for the taxes that they have paid on eligible purchases. The VAT payable balance of $499,995 and $429,237 at September 30, 2009 and December 31, 2008, respectively has been accrued and reflected as taxes payable in the accompanying consolidated balance sheets.

There is no VAT under current tax laws in the BVI.


NOTE 12 – COMMON STOCK

The Company has authorized 375,000,000 shares $0.01 par value of common stock and has 40,000,000 shares issued and outstanding as of September 30, 2009.

On April 16, 2008, our Board of Directors approved a 1 for 5 forward stock split of our common stock. The record date for the stock split was April 26, 2008. Upon the completion of forward split, the Company has a total of 40,000,000 shares of common stock issued and outstanding.


NOTE 13 – RELATED PARTY TRANSACTIONS

In addition to the transactions detailed elsewhere in these financial statements, the Company entered into the following material transactions with GEPH for the nine months ended September 30, 2009 and 2008:

   
For the nine months ended September 30,
 
   
2009
   
2008
 
             
Sale of PET CSD bottles and materials
  $ 11,730,595     $ 7,903,382  
                 
Purchase of PET CSD bottles and materials
    7,041,812       3,191,263  

GEPH is related to the Company because of the common ownership with the sole shareholder of the Company.

In our opinion, the above transactions were entered into by the Company in the normal course of business.



 
14

 

NOTE 14 – CONTINGENCIES AND COMMITMENTS

As of September 30, 2009, Nanjing Great East Packaging Co., Limited and Xian Great East Packaging Co., Limited, the subsidiaries of the Company, had arranged three non-cancelable operating leases with three third parties for their production plants.   The expected annual lease payments under these operating leases are as follows:
       
   
September 30,
2009
 
September 30,
     
2010
  $ 43,133  
2011
    21,126  
2012
    21,126  
2013
    5,282  
         
TOTAL
  $ 90,667  
         


NOTE 15 – RESTATEMENT

(a)  
To reflect the contribution of Chief Executive Officer’s compensation for fiscal year 2008 to additional paid-in capital

The Company has restated its condensed consolidated statement of income and comprehensive income for the nine months ended September 30, 2008 to reflect the officer’s contribution of his compensation of $60,000 for the period from April to September of 2008 to additional paid-in capital.

   
Three months ended September 30, 2008
   
Nine months ended September 30, 2008
 
   
Originally
reported
   
Restatement
adjustments
   
Restated
   
Originally
reported
   
Restatement
adjustments
   
Restated
 
 
                                   
General and administrative expense
    371,235       30,000       401,235       1,203,465       60,000       1,263,465  
Income from continuing operations before provision for income taxes and minority interest
      1,832,766       (30,000 )       1,802,766         4,141,428       (60,000 )       4,081,428  
Net income
    1,413,050       (30,000 )     1,383,050       3,213,091       (60,000 )     3,153,091  
Comprehensive income
    1,242,489       (30,000 )     1,212,489       4,476,826       (60,000 )     4,416,826  
                                                 
No per share amounts changed as a result of the restatement.

Additional paid-in capital as of September 30, 2008 has been restated from $9,795,277 to $9,885,277.

In the condensed consolidated statements of cash flows for the nine months ended September 30, 2008, we have restated the net income and added “Officer compensation contributed to additional paid in capital” of $60,000 under cash flows from operating activities.

In Footnote 11 – Tax, we have restated the tax reconciliation statement in order to reflect the changes in pre-tax income for the comparative period last year.
 
 
15

 


 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
Note regarding forward – looking statements
 
This quarterly report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate", "expect", "intend", "plan", "will", "we believe", "the Company believes", "management believes" and similar language. The forward-looking statements are based on the current expectations of the Company and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. The actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them. 
 
Investors are also advised to refer to the information in our filings with the Securities and Exchange Commission, specifically Forms 10-K, 10-QSB and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions. 
 
Except as otherwise indicated by the context, references in this Form 10-Q/A to “ “we”, “us”, “our”, “the Registrant”, “our Company” or “the Company” are to Great East Bottles and Drinks (China) Holdings, Inc., a Florida corporation and its consolidated subsidiaries. Unless the context otherwise requires, all references to (i) “BVI” are to British Virgin Islands; (ii) “PRC” and “China” are to the People’s Republic of China; (iii) “U.S. dollar,” “$” and “US$” are to United States dollars; (iv) “RMB” are to Yuan Renminbi of China; (v) “Securities Act” are to the Securities Act of 1933, as amended; and (vi) “Exchange Act” are to the Securities Exchange Act of 1934, as amended. 
 
Recent Accounting Pronouncements
 
The Company does not expect that the adoption of any recent accounting pronouncements will have any material impact on its financial statements. 
 

 
16

 

Results of Operation- Three Months Ended September 30, 2009
 
  
 
Three months ended September 30,
   
(Decrease)
   
(Decrease)
 
   
2009
   
2008
   
Increase
   
% Increase
 
Revenue
  $ 11,156,546       9,754,226       1,402,320       14  
Cost of sales
    8,492,218       7,335,468       1,156,750       16  
Gross margin
    2,664,328       2,418,758       245,570       10  
General and administrative
    636,427       401,235       235,192       59  
Selling and distribution
    10,862       16,736       -5,874       -35  
Operating income
    2,017,039       2,000,787       16,252       1  
Other income
    54,577       58,731       -4,154       -7  
Interest income
    23,235       18,617       4,618       25  
Bank loan interest
    122,287       137,005       -14,718       -11  
Other interest expense
    86,383       138,364       -51,981       -38  
Provision for income taxes
    464,692       416,492       48,200       12  
Income (loss) attributable to the non-controlling interest
    6,328       3,224       3,104       96  
Income from continuing operations
    1,415,161       1,383,050       32,111       2  
 
Revenues
 
Revenue represents sales of PET CSD bottles and PET CSD preforms.  Revenue recorded approximately $11.2 million in the three months ended September 30, 2009, compared to $9.75 million the same period last year. The slight increase in sales of PET CSD bottles was mainly due to the increase in demand of PET bottles in Nanjing and Hangzhou from Coca-Cola, our major customer. 
 

 
17

 

Gross margin
 
Although gross margin has increased $245,570, the gross profit margin dropped  to 23.9% of the revenues in the three months ended September 30, 2009 from 24.8% of revenues in the three months ended September 30, 2008.  The decrease in gross profit margin was due mainly to the increase in cost of sales. It increased 16% from the third quarter 2008 ,but the revenue has only increased 14% from the third quarter 2008.
 
Selling and distribution
 
Selling and distribution expenses have decreased $5,874.  It dropped 35% from the third quarter 2008 due mainly to our cost control measures implementation in the year of 2009.
 
General and administrative
 
General and administrative expenses increased from $401,235 in the third quarter of 2008 to $636,427 for the same period 2009, representing an increase of 59%.  The increase was mainly due to an increase in legal and accounting fees in the 2009 period from the 2008 period.
 
Bank loan interest expenses
 
Bank interest decreased by $14,718 or 11% from the third quarter of 2008 for the same period 2009. The decrease was mainly due to the decrease of the average balance of notes payables.
 
Other interest expenses
 
Other interest decreased by $51,981 or 38% from the third quarter of 2008 for the same period 2009. The decrease was mainly due to the decrease of the average balance due to a related party.
 
Net income attributable to the Company
 
Net income for the third quarter was $1,415,161 as compared to $1,383,050 in the same period 2008. The increase was mainly attributable to the increase in sales revenue and gross margin net of increase in expenses.
 
Results of Operation- Nine Months Ended September 30, 2009
 

 
18

 


 
The following table summarizes the result of our operation during the nine months ended September 30, 2009
 
   
Nine months ended September 30,
   
(Decrease)
   
(Decrease)
 
   
2009
   
2008
   
Increase
   
% Increase
 
Revenue
  29,403,259       24,134,317       5,268,942       22  
Cost of sales
    23,170,613       18,311,915       4,858,698       27  
Gross margin
    6,232,646       5,822,402       410,244       7  
General and administrative
    1,933,268       1,263,465       669,803       53  
Selling and distribution
    32,864       38,011       -5,147       -14  
Operating income
    4,266,514       4,520,926       -254,412       -6  
Other income
    127,808       176,250       -48,442       -27  
Interest income
    119,177       176,002       -56,825       -32  
Bank loan interest
    396,317       496,573       -100,256       -20  
Other interest expense
    200,791       295,177       -94,386       -32  
Provision for income taxes
    1,046,473       887,238       159,235       18  
Income (loss) attributable to the non-controlling interest
    12,558       11,005       1,553       14  
Income from continuing operations
    2,857,360       3,183,185       -325,825       -10  
 
Revenues
 
Revenue represents sales of PET CSD bottles and PET CSD preforms. It has increased by $5,268,942 compared to 2008. The slight increase in sales of PET CSD bottles was mainly due to the increase in demand of PET bottles in Nanjing and Hangzhou from Coca-Cola, our major customer. 
 

 
19

 

Gross margin
 
Gross margin has increased $410,244 during the nine months ended September 30, 2009 as compared to the nine months ended September 30, 2008  . Despite the increase in gross margin, the gross profit margin dropped  to 21.2% of the revenues in the nine months ended September 30, 2009 from 24.1% of revenues in the nine months ended September 30, 2008.  The decrease in gross profit margin was due mainly to the increase in cost of sales which increased by $4,858,698, or 26.5%, between the two periods while revenue has only increased 21.8% from 2008.
 
Selling and distribution
 
Selling and distribution expenses have decreased $5,147 between the nine month periods ended September 30, 2009 and 2008 mainly due to our cost control measures implementation in the year of 2009.
 
General and administrative
 
General and administrative expenses increased from $1,263,465 in 2008 to $1,933,268 for the same period 2009, representing an increase of 53%.  The increase was mainly due to an increase in legal and accounting fees in the 2009 period from the 2008 period.
 
Bank loan interest expenses
 
Bank interest decreased by $100,256 or 20% from the third quarter of 2008 for the same period 2009. The decrease was mainly due to the decrease of the average balance of notes payables. 
 
Other interest expenses
 
Other interest decreased by $94,386 or 32% from 2008 for the same period 2009. The decrease was mainly due to the increase of the average balance due to a related party.
 
Net income attributable to the Company
 
Net income for the nine months ended September 2009 was $2,857,360. For the same period in 2008, it was $3,183,185. The decrease is due to the increased in general and administrative expenses.
 
 
20

 
 
Liquidity and Capital Resources
Cash flow
 
   
Nine months ended September 30,
   
(Decrease)
   
(Decrease)
 
   
2009
   
2008
   
Increase
   
% Increase
 
Net cash provided from operating activities
    4,601,709       2,928,203       1,673,506       57  
Net cash (used in) investing activities
    (1,877,472 )       (5,218,181 )     3,340,709       (64 )
Net cash provided from/(used in) financing activities
    (2,397,544 )     2,155,796       (4,553,340 )     (211 )
Net increase/(decrease) in cash and cash equivalents
    326,693       (134,182 )     460,875       (343 )
 
Cash
 
Our cash balance at September 30, 2009 was $521,674, representing an increase of $228,045 or 78%, compared with our cash balance of $293,629 as at September 30, 2008.
 
Cash flow
 
Operating Activities
 
Net cash inflows from operating activities during the nine months ended September 30, 2009 amounted to $4,601,709, representing an increase in inflow of $1,673,506 compared with net cash inflows from operating activities of $2,928,203 in the same period of 2008. The increase in cash inflow was primarily due to increase in accounts payable and decrease in amount due from a related party during the period ended September 30, 2009.
 
Investing Activities
 
Net cash outflow from investing activities decreased from $5,218,181 for the nine months ended September 30, 2008 to $1,877,472 for the same period of 2009, representing a decrease of 64%. Net cash outflows from investing activities decreased as fewer acquisitions of new machines were made in 2009.
 
Financing Activities
 
Net cash flow used in financing activities was $2,397,544 for the nine months ended September 30 2009, representing a decrease of $4,553,340 over the net cash inflow of $2,155,796 recorded in the same period of 2008. The change was due to the decrease in our loan drawn down and increase in loan repayment and pledged deposits required by bank detailed in our financial statements for period ended September 30, 2009.
 
Our working capital increased by $2,408,357 to $2,928,614 at September 30, 2009 from $520,257 at December 31, 2008, primarily due to the increase in deposits, prepaid expenses and other receivables, and pledged deposits in 2009. 
 
We currently generate our cash flow through production and sales of PET CSD bottles and PET CSD preforms in China. We believe that our cash flow generated from operations will be sufficient to sustain operations for at least
 

 
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the next 12 months. There is no identifiable expansion plan as of September 30, 2009, but from time to time, we may identify new expansion opportunities for which there will be a need for use of cash.
 
Off-Balance Sheet Arrangements
 
 We do not have any off balance sheet arrangements
 
Inflation
 
Inflation has not had a material impact on our business and we do not expect inflation to have an impact on our business in the near future
 
 Currency Exchange Fluctuations
 
All of the Company’s revenues and a majority of its expenses in the three months ended September 30, 2009 were denominated in Renminbi (“RMB”), the currency of China, and were converted into US dollars at the exchange rate of 6.835 to 1.There can be no assurance that RMB-to-U.S. dollar exchange rates will remain stable. A devaluation of RMB relative to the U.S. dollar would adversely affect our business, consolidated financial condition and results of operations. We do not engage in currency hedging.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable.
 
ITEM 4. CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures
 
Our Chief Executive Officer and acting Chief Financial Officer ("Certifying Officers") maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management in a timely manner. Under the supervision and with the participation of management, our Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by the filing of this report. Based upon that evaluation including our need to amend this periodic report on Form 10-Q/A, our Certifying Officers concluded that our disclosure controls and procedures are not effective. 
 
Changes in internal controls were addressed at a formal meeting of the Company’s executive officers that was held on June 12, 2009 at its corporate offices in Hong Kong.  At this meeting internal controls were evaluated and changes were addressed for implementation.  
 
It was previously reported that there were insufficient accounting personnel with a lack of the appropriate accounting knowledge, experience and training in the application of accounting principles generally accepted in the United States that would be commensurate with financial reporting requirements.
 
To address this issue management instituted a new policy whereby the accountants employed by the Company would provide additional training to the employees directly responsible for providing the information as well as assembling the data in the proper format for GAAP financials.  In addition, management has decided to seek new software to facilitate the handling of all financial data as well as the accumulation of the data in a format more user friendly to the preparation of the financial statements in accordance with GAAP.

Management has begun to convene meetings among its top executives to address budgeting issues and disclosure controls and procedures in general.  Since the Company was private for over fourteen years, budgeting was never formally addressed and disclosure was not central management’s role.  The Company has recently begun to utilize an outside financial team to assist in the preparation of the proper budget forecasts.
 
Changes in internal controls

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
 
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ITEM 1. LEGAL PROCEEDINGS
 
None.
 
ITEM 1A RISK FACTORS
 
Not applicable.
 
 
None 
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None
 
 
None
 
 
In July 2009, Michael Tam resigned as our Chief Financial Officer.  This resignation did not occur as a result of a disagreement with us. Mr. Tam, was not removed from his position.  Mr. Tam remained employed by us until November 2009.
 
On September 14, 2009, we appointed Danny Poon as our new Chief Financial Officer.  Mr. Poon, age 38, graduated from Simon Fraser University in Canada with a BBA degree in Accounting. He is a CPA and a member of the American Institute of Certified Public Accountants.  He speaks fluent English, Mandarin, and Cantonese. Prior to joining Great East Bottles & Drinks, Mr. Poon spent 5 years as financial controller for Meng Ding Tea Co., Ltd. a Sino-Japanese joint venture in Sichuan province that specializes in seasonal green tea processing. During this period, he was also assigned to a number of external projects in a wide range of professional and managerial activities, such as set up of Sino-foreign joint ventures, consolidation accounting, and financial restructuring for companies in the food and beverages, textiles, and semi-conductor manufacturing industries at places like Dongguan, Chongqing, Heyuan, and Hong Kong. During 1997 through 2003, he was with PricewaterhouseCoopers at Hong Kong and Guangzhou. His main responsibilities included MNC audits, IPOs and special assignments such as due diligence projects. His client portfolio included listed companies at the US NYSE, China A and B shares, London Stock Exchange, Singapore Main Board, and the HK Stock Exchange, in the food, machinery, pharmaceuticals, Insurance, Software, and Telecom industries.
 

 
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ITEM 6. EXHIBITS
 
31.1
Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Acting Principal Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Acting Principal Accounting Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
SIGNATURES
 
 
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

 
 
GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC.
   
Dated: February 10, 2010
/s/ Stetson Chung
 
Stetson Chung
 
Chief Executive Officer, President, and Director


 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 

 
 
GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC.
   
Dated: February 10, 2010
/s/ Danny Poon
 
Danny Poon
 
Chief Financial Officer
 
 

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