CHINA SHIANYUN GROUP CORP., LTD. - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - CHINA SHIANYUN GROUP CORP., LTD.	ex321.htm
EX-32.2 - EXHIBIT 32.2 - CHINA SHIANYUN GROUP CORP., LTD.	ex322.htm
EX-31.1 - EXHIBIT 31.1 - CHINA SHIANYUN GROUP CORP., LTD.	ex311.htm
EX-31.2 - EXHIBIT 31.2 - CHINA SHIANYUN GROUP CORP., LTD.	ex312.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF T SECURITIES

EXCHANGE ACT OF 1934

Commission File No. 333-147084

CHINA GREEN CREATIVE, INC.

(Exact name of Registrant as specified in its charter)

Nevada	83-0506099
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

24/F., Unit 3 Great China International Square, No. 1 Fuhua Rd., Futian District, Shenzhen
Guandong Province, China		n/a
(Address of principal executive offices)		(Zip Code)

86-755-23998799

(Registrant’s telephone number, including area code)

Indicate by check mark whether the issuer (1) 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 T No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.


Large accelerated filer £	Accelerated filer £
Non-accelerated filer £ (Do not check if a smaller reporting company)	Smaller reporting company T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No T

State the number of shares outstanding of each of the issuer’s classes of common equity, as of [ ], 2011, are as follows:


Class of Securities	Shares Outstanding
Common Stock, $0.001 par value	300,000,000 shares

CHINA GREEN CREATIVE, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


	Part I – Financial Information
Item 1	Financial Statements	3
	Unaudited Condensed Balance Sheets, June 30, 2011 and December 31, 2010	3
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2011 and 2010	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010	5
	Notes to the Unaudited Condensed Consolidated Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4	Controls and Procedures	20

	Part II – Other Information
Item 1	Legal Proceedings	21
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	21
Item 3	Defaults Upon Senior Securities	21
Item 4	Removed and Reserved	21
Item 5	Other Information	21
Item 6	Exhibits	21

PART I – FINANCIAL IFORMATION

CHINA GREEN CREATIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2011		December 31, 2010
	(Unaudited)		(Audited)
Assets
Current assets
Cash and cash equivalents	$	3,947	$	43,895
Accounts receivable		763,787		35,068
Inventories		349,626		533,955
Amount due from a director		150,088		117,845
Prepaid expenses and other receivables		785,625		1,073,992
Total current assets		2,053,073		1,804,755

Property, plant and equipment, net		3,158,480		3,144,434
Land use rights, net		98,555		97,109
Other intangible assets, net		26,956		31,910

Total assets	$	5,337,064	$	5,078,208

Liabilities and stockholders’ equity
Liabilities
Current liabilities
Accounts payable	$	696,608		$	623,930
Accrued expenses and other payables		2,372,729			2,250,771
Receipt in advance		994,301			1,104,597
Short term debts		831,813			660,932
Taxes payable		1,667,701			1,695,292
Amount due to a director		863,400			849,445

Total liabilities	$	7,426,552		$	7,184,967

Stockholders’ equity
Common stock: Par value $0.001 per share; 400,000,000 shares authorized, 300,000,000 shares issued and outstanding		300,000			300,000
Additional paid in capital		1,632,689			1,632,689
Accumulated deficits		(4,201,150	)		(4,270,412	)
Accumulated other comprehensive income		178,973			230,964
Total stockholders’ equity	$	(2,089,488	)	$	(2,106,759	)

Total liabilities and stockholders’ equity	$	5,337,064		$	5,078,208

See accompanying notes to condensed consolidated financial statements

CHINA GREEN CREATIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(UNAUDITED)

	For the three months ended June 30,						For the six months ended June 30,
	2011			2010			2011			2010

Revenues	$	406,918			270,670			1,126,101			572,068

Cost of sales		69,490			108,295			313,388			203,540

Expenses
Selling and distribution		35,991			103,576			218,238			176,532
General and administrative (inclusive of depreciation)		332,382			162,903			511,206			719,017
Impairment loss on property, plant and equipment		-			-			-			231,754
Total operating expenses		368,373			266,479			729,444			1,127,303

Operating profit/(loss)		(30,945	)		(104,104	)		83,269			(758,775	)

Other expenses
Other expenses		3,732			842			3,769			3,103
Interest expense		8,458			13,317			10,238			24,327
Total other expenses		12,190			14,159			14,007			27,430

Profit/(loss) from operations before provision for income taxes		(43,135	)		(118,263	)		69,262			(786,205	)

Provision for income taxes		-			-			-			-

Net income/(loss) for the period	$	(43,135	)		(118,263	)		69,262			(786,205	)

Other comprehensive income
Loss/(gain) on foreign currency translation		(31,944	)		3,406			(51,991	)		6,067

Total comprehensive income for the period	$	(75,079	)		(114,857	)		17,271			(780,138	)


Earnings per share, basic and diluted – continuing operations	$	(0.00	)		(0.00	)		0.00			(0.00	)

Weighted average number of shares outstanding, basic and diluted		300,000,000			300,000,000			300,000,000			300,000,000

See accompanying notes to condensed consolidated financial statements

CHINA GREEN CREATIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six months ended June 30,
	2011			2010

Cash flows from operating activities
Net income/(loss)	$	69,262		$	(786,205	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		67,521			193,518
Impairment charges for property, plant and equipment		-			231,754
Amortization expense of land use rights		792			758
Amortization expense of other intangible assets		5,643			8,271
Changes in operating assets and liabilities:
(Increase)/decrease in accounts receivable		(728,719	)		219,122
Decrease/(increase) in inventories		184,329			(65,552	)
Decrease/(increase) in prepaid expenses and other receivables		288,367			(628,347	)
(Increase)/decrease in amount due from a director		(32,243	)		15,750
Increase/(decrease) in accounts payable		72,678			(13,493	)
Increase in accrued expenses and other payables		121,958			1,100,807
Decrease in receipt in advance		(110,296	)		-
(Decrease)/increase in taxes payable		(27,591	)		9,860

Net cash (used in)/provided by operating activities	$	(88,299	)	$	286,243

Cash flows from investing activities
Additions to property, plant and equipment	$	(26,685	)		(38,052	)
Additions to other intangible assets		-			(43,264	)

Net cash used in investing activities	$	(26,685	)	$	(81,316	)

Cash flows from financing activities
Decrease in other liabilities	$	-			(1,199,300	)
Increase in amount due to a director		13,955			736,833
Increase in other borrowings		170,881			244,945

Net cash provided by/(used in) financing activities	$	184,836		$	(217,522	)

Net increase/(decrease) in cash and cash equivalents	$	69,852		$	(12,595	)

Effect of foreign exchange rate changes	$	(109,800	)	$	(19,207	)

Cash and cash equivalents at January 1	$	43,895		$	116,989

Cash and cash equivalents at June 30	$	3,947		$	85,187

Supplement disclosure of cash flows information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to condensed consolidated financial statements

CHINA GREEN CREATIVE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

China Green Creative, Inc. (“CGC”), a Nevada Corporation, was incorporated on August 17, 2006 under the name of Glance, Inc. On January 21, 2009, we changed our name to China Green Creative, Inc. CGC and its subsidiaries (collectively known as the “Company”) are principally engaged in the distribution of consumer goods in the People’s Republic of China (“China” or the “PRC”).

As of June 30, 2011, the details of the Company’s subsidiaries are summarized as follows:

Name	Domicile and date of incorporation	Paid-in capital	Effective ownership	Principal activities

Plenty Fame Holding, Limited (“Plenty Fame”)	British Virgin Islands (the “BVI”) January 18, 2008	$50,000	100%	Investment holding

Prospect Hong Kong Development Limited (“Prospect”)	Hong Kong Special Administrative Region (“HKSAR”) October 17, 2008	HK$10,000	100%	Investment holding

Jiangxi Jien Industries Limited (“Jiangxi Jien”)	The PRC April 8, 1997	RMB16,000,000	100%	Sale of consumer products in the PRC.

Shenzhen Jien Electronic Commerce Company Limited (“Shenzhen Jien”)	The PRC April 13, 2009	RMB3,000,000	100%	Management of regional distribution rights and provision of related services.

NOTE 2 – PRINCIPLES OF CONSOLIDATION

The unaudited interim financial statements of the Company and the Company’s subsidiaries (see Note 1) for the six months ended June 30, 2011 and 2010 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.

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of June 30, 2011, the results of its operations and cash flows for the six months ended June 30, 2011 and 2010.

The results of operations for the six months ended June 30, 2011 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 six months or less to be cash equivalents. The Company maintains bank accounts in China and Hong Kong.

(b)	Inventories

Inventories consisting of trading goods, packing and other materials are stated at the lower of cost or net realizable value. Inventory costs are calculated using a weighted average method of accounting.

(c)	Fair Value of Financial Instruments

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, prepaid expenses and other receivables, amount due from/(to) directors, other liabilities, loans from related parties, debts, accounts payable, accrued expenses and other payables, and taxes payable.

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 the balance sheet dates, the estimated fair values of the financial instruments 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 ends.

(d)	Revenue Recognition

We generate revenues mainly from sale of consumer products and also revenue from regional distribution rights.

The Company recognizes trading revenue when products are delivered and customers take ownership and assume risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and selling price is fixed or determinable.

Revenues from regional distribution rights include initial fees and continuing management fee income. All moneys received will be initially recognized as receipt in advance, and will be recognized as revenues when the following criteria are met:

(i)	Initial fee income is generally recorded upon completion of admission procedures, when the rights to use the trademarks are granted to the users, and when collectability is reasonably assured.

(ii)	Continuing management fee income represent regular contractual payments received for the use of the “GEN+Me” trademarks plus our supporting services, which are recognized as revenue when earned, generally on a straight line basis.

(e)	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 June 30, 2011 and 2010, there were no dilutive securities outstanding.

(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 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 period. The translation rates are as follows:

	June 30, 2011	December 31, 2010	June 30, 2010

Period/year end RMB : US$ exchange rate	0.1549	0.1514	0.1475
Average yearly RMB : US$ exchange rate	0.1536	0.1477	0.1469

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) Recent Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

NOTE 4 – ACCOUNTS RECEIVABLE

As of the balance sheet dates, the Company’s accounts receivable are summarized as follows:

	June 30, 2011		December 31, 2010

Beijing Shanghan International Trading Limited (“Beijing Shanghan”)	$	-	$	5,664,885
Zhang De Jun		532,045		-
Others		231,742		35,068
		763,787		5,699,953
Less: Allowance for doubtful accounts		-		(5,664,885	)

Total	$	763,787	$	35,068

Beijing Shanghan is a related party to the Company because a director of Beijing Shanghan is also a shareholder of the Company. The Company reviewed the recoverability of this account and recorded an accumulated allowance of $5,664,885 for the year ended December 31, 2010.

Zhang De Jun is a new customer to the Company in 2011 and contributed 40% and nil of the Company’s revenues for the six months ended June 30, 2011 and 2010, respectively.

As of the balance sheet dates, the balances are unsecured, interest free and repayable according to terms of trade. The company will assess the collectability of accounts receivable on periodic basis and will make allowance for doubtful accounts when the amount receivable is no longer deemed to be collected by the company.

NOTE 5 – INVENTORIES

As of the balance sheet dates, the Company’s inventories are summarized as follows:

	June 30, 2011		December 31, 2010

Trading inventories	$	120,849	$	314,871
Packing and other materials		228,777		219,084

Total	$	349,626	$	533,955

NOTE 6 – PREPAID EXPENSES AND OTHER RECEIVABLES

As of the balance sheet dates, the Company’s prepaid expenses and other receivables are summarized as follows:

	June 30, 2011		December 31, 2010

Prepaid expenses	$	652,438	$	895,646
Other receivables		133,187		178,346

Total	$	785,625	$	1,073,992

Prepaid expenses as of June 30, 2011 include prepaid promotion and advertising expenses of $529,629 to Beijing Shanghan International Cultural Creative Development Company Limited. The amount will be charged to expense when the related services is provided by the vendor.

The Company evaluates 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 is no longer deemed to be collectible by the Company.

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment of the Company consist primarily of manufacturing facilities and equipment in the PRC. As of the balance sheet dates, property, plant and equipment are summarized as follows:

	Depreciable lives		June 30, 2011			December 31, 2010

At cost:
Plant	40 years		$	1,450,908		$	1,418,125
Machinery	15 years			188,082			183,832
Motor vehicle	10 years			42,952			41,981
Office equipment	5 years			219,119			207,983
Leasehold Improvement	2 years			354,927			346,907
Construction in progress		N/A		1,730,200			1,688,058
				3,986,188			3,886,886

Less: Accumulated depreciation				(827,708	)		(742,452	)

Property, plant and equipment, net			$	3,158,480		$	3,144,434

Depreciation expense for the six months ended June 30, 2011 and 2010 was $67,521 and $193,518, respectively.

Impairment charges for property, plant and equipment for the six months ended June 30, 2011 and 2010 were nil and $231,754, respectively.

NOTE 8 – LAND USE RIGHTS, NET

The Company’s land use rights represent the cost of purchasing the rights to use the leasehold land in the PRC for the production facilities of Jiangxi Jien. According to the law of the PRC, the government owns all the land in the PRC. Companies or individuals are only authorized to possess and use the land through land use rights granted by the PRC government.

As of the balance sheet dates, the Company’s land use rights are summarized as follows:

	Useful lives	June 30, 2011			December 31, 2010
At cost:
Land use rights	59 – 60 years	$	117,770		$	115,109

Less: Accumulated amortization			(19,215	)		(18,000	)

Land use rights, net		$	98,555		$	97,109

Amortization expense of land use rights for the six months ended June 30, 2011 and 2010 was $792 and $758, respectively.

NOTE 9 – OTHER INTANGIBLE ASSETS, NET

The Company’s other intangible assets represent cost of setting up information systems for the provision of franchising services. As of the balance sheet dates, the Company’s other intangible assets are summarized as follows:

	Useful lives	June 30, 2011			December 31, 2010
At cost:
Information systems	5 years	$	42,943		$	42,996

Less: Accumulated amortization			(15,987	)		(11,086	)

Other intangible assets, net		$	26,956		$	31,910

Amortization expense of other intangible assets for the six months ended March 30, 2011 and 2010 was $5,643 and $8,271, respectively.

NOTE 10 – AMOUNT DUE FROM/(TO) DIRECTORS

As of the balance sheet dates, the Company’s current accounts with the directors are summarized as follows:

	June 30, 2011			December 31, 2010

Ye Xin Zhang	$	150,088		$	117,845

Chen Xing Hua	$	(863,400	)	$	(849,445	)

The amount due from Mr. Ye Xin Zhang represents temporary advances to the director for the Company’s daily operating expenses. The balances are unsecured, interest free, and have no fixed terms of repayments.

The amount due to Mr. Chen Xing Hua represents temporary advance from the director for the Company’s working capital use. The balance is unsecured, interest free, and has no fixed terms of repayment.

NOTE 11– DEBTS

The Company’s debts are summarized as follows:

			Effective interest rate		Outstanding balance
Name of parties	Due date	Nature	June 30, 2011	December 31, 2010		June 30, 2011		December 31, 2010

Qin Jianguo	December, 2011	Unsecured	Nil	19.1%	$	235,448	$	230,128
Shu Jian	On demand	Unsecured	5.85%	5.85%		224,605		355,104
Shenzhen Datang Hexie Investments Limited	On demand	Unsecured	Nil	Nil		61,960		75,700
China Construction Bank	April, 2012	Secured	6.56%	-		309,800		-

Short term debt					$	831,813	$	660,932

Total interest expense related to these debts for the six months ended June 30, 2011 and 2010 was $10,238 and $24,327 respectively.

At of 30 June 2011, the bank loans were secured by pledges of certain fixed assets and land use rights held by of Jiangxi Jien.

NOTE 12 – ACCRUED EXPENSES AND OTHER PAYABLES

As of the balance sheet dates, the Company’s accrued expenses and other payables are summarized as follows:

	June 30, 2011		December 31, 2010

Accrued operating expenses	$	78,553	$	93,901
Accrued interest expense		246,124		235,750
Amount due to Shenzhen Hanhong – (i)		838,403		825,933
Other payables – (ii)		1,209,649		1,095,187

	$	2,372,729	$	2,250,771

(i)	The amount mainly represents consultancy fee payable to Shenzhen Hanhong. Shenzhen Hanhong is a related party as Mr. Chen Xing Hua is a common director of the Company and Shenzhen Hanhong. The amount is interest free, unsecured and has no fixed terms of repayment.

(ii)

Included in other payables as of June 30, 2011 is an amount payable for office decoration and expenses in the amount of $247,840, an amount payable for marketing and promotional expenses of $590,897 and fixed assets payable amounting to $122,371. The remaining balance consists of amounts owed by the Company to various entities that are incurred by the Company in daily business operations other than trading nature. These liabilities and accrued operating expenses are non interest bearing and are payable within one year.

NOTE 13 – RECEIPT IN ADVANCE

As of the balance sheet dates, the Company’s accrued expenses and other payables are summarized as follows:

	June 30, 2011		December 31, 2010

Receipt in advance	$	994,301	$	1,104,597

Receipt in advance consists mainly of amounts received from customers for regional distribution rights which are yet to be performed. Revenues from regional distribution rights include initial fees and continuing management fee income. All amounts received will be initially recognized as receipt in advance, and will be recognized as revenues when the following criteria are met:

(i)	Initial fee income is generally recorded upon completion of admission procedures, when the rights to use the trademarks are granted to the users, and when collectability is reasonably assured.

(ii)	Continuing management fee income represents regular contractual payments received for the use of the “GEN+Me” trademarks plus our supporting services, which are recognized as revenue when earned.

NOTE 14 – TAXES PAYABLE

As of the balance sheet dates, the Company’s taxes payable are summarized as follows:

	June 30, 2011		December 31, 2010

Income tax payables	$	282,137	$	275,762
Value added tax payables		1,383,672		1,276,919
Business sales tax		-		46,111
Other tax payables		1,892		96,500

Total	$	1,667,701	$	1,695,292

NOTE 15 – COMMON STOCK

As of the balance sheet dates, the Company has authorized 400,000,000 shares $0.001 par value of common stock, of which 300,000,000 shares have been issued and outstanding. The Company has also authorized 10,000,000 shares of preferred class of stock, but no shares have been issued as of June 30, 2011.

NOTE 16 – PROVISION FOR INCOME TAXES

Based on management's present assessment, the Company has determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the net operating loss carry-forward as of June 30, 2011 will be realized. The Company will continue to review this valuation allowance and make adjustments as appropriate.

A reconciliation of the expected tax with the actual tax expense is as follows:

	Six months ended June 30,
	2011						2010
	Amount			%			Amount			%

Income from continuing operations before provision for income taxes	$	69,262						(786,205	)

Expected PRC income tax expense at statutory tax rate of 25%		17,316			25.0			(196,551	)		25.0
Tax effect of tax losses not provided for deferred tax					-			196,551			(25.0	)

Utilization of tax loss brought forward		(17,316	)		(25.0	)		-			-

Provision for Income Taxes	$	-			-		$	-			-

(i)	Both Jiangxi Jien and Shenzhen Jien are subject to PRC tax. The provision for PRC income tax is based on a statutory rate of 25% of the assessable income of the PRC subsidiaries as determined in accordance with the relevant income tax rules and regulations of the PRC.

(ii)	Plenty Fame is not subject to tax in accordance with the relevant tax laws and regulations of the BVI.

(iii)

Prospect did not generate any assessable profits since its incorporation and therefore is not subject to HKSAR tax.

NOTE 17 – RELATED PARTY TRANSACTIONS

In addition to the transactions detailed elsewhere in these financial statements, the Company entered into the following significant transactions with related parties:

	Six months ended June 30,
	2011		2010

Chen Xing Hua
Rental expenses payable for the Company’s office premises in Shenzhen, the PRC	$	9,682	$	23,158

Mr. Chen Xing Hua, the director of Shenzhen Hanhong, is also a director of the Company. In the opinion of the directors, the above transactions were entered into by the Company in the normal course of business.

NOTE 18 – CONCENTRATION OF RISK

The Company is exposed to the following concentrations of risk:

Zhang De Jun contributed 40% and nil of the Company’s revenues for the six months ended June 30, 2011 and 2010, respectively and Beijing Shanghan International Trading Limited (“Beijing Shanghan”), contributed 15% and 34% of the Company’s revenues for the six months ended June 30, 2011 and 2010, respectively.

NOTE 19 – CAPITAL COMMITMENT

Capital Commitment:

As of the balance sheet dates, the Company’s capital commitments are summarized as follows:

	June 30, 2011		December 31, 2010

Construction-in-progress:
Contracted but not provided for	$	1,880,443	$	1,856,164

NOTE 20 – GOING CONCERN

Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. Since the fourth quarter of 2009, the Company has modified its sales and marketing strategies in order to diversify its concentration of credit risk, leading to a decrease in working capital and incurred significant losses. As of June 30, 2011, the Company has accumulated deficits of $4,201,150, and a negative working capital of $5,373,479.

As of June 30, 2011 the Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may dependent upon the continuing financial support of investors, directors and/or stockholders of the Company. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary Notice Regarding Forward-Looking Statements

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the related notes thereto appearing elsewhere in this report.

Forward Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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," "our company believes," "management believes" and similar language. These forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under “Description of Business" and "Management's Discussion and Analysis", including under the heading “– Risk Factors”. Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. In addition, our historical financial performance is not necessarily indicative of the results that may be expected in the future and we believe that such comparisons cannot be relied upon as indicators of future performance.

Results of Operations – Three Months Ended June 30, 2011 as Compared to Three Months Ended June 30, 2010


	Three months ended
	June 30						Increase/			%
	2011			2010			(decrease)			change

Revenue	$	406,918		$	270,670		$	136,248			50.3
Cost of sales		69,490			108,295			(38,805	)		(35.8	)
Selling and distribution expenses		35,991			103,576			(67,585	)		(65.3	)
General and administrative expenses		332,382			162,903			169,479			104.0
Loss before income taxes		(43,135	)		(118,263	)		(75,128	)		(63.5	)
Provision for income taxes		-			-			-			N/A
Net loss	$	(43,135	)	$	(118,263	)	$	(75,128	)		(63.5	)

Revenues

Revenue for the three months ended June 30, 2011 amounted to $406,918, represents a $136,248 or 50.3% increase when compare to $270,670 for the same period last year. Revenue for the three months ended June 30, 2011 and 2010 are analyzed as follows:


	Three months ended June 30,				Increase/			%
	2011		2010		(decrease)			change

Sale of consumer products	$	189,134	$	270,670		(81,536	)		(30.1	)
Regional distribution rights		217,784		-		217,784			N/A
		406,918	$	270,670	$	136,248			50.3

(a)	Sale of consumer products

Our sales of consumer products consist of providing herbal teas and beverages, coffees and milk teas, trendy notebook computers, sauces, healthy blend oils and health liquors. Sales decreased by $81,536, or 30.1%, from $270,670 for the three months period ended June 30, 2010 to $189,134 for the three months period ended June 30, 2011. As a result of increasingly intensive competition in consumer products business, there is no major new agent recruited in the second quarter of 2011. The Company plans to strengthen the product quality, brand awareness and distribution reach to expand the business.

(b)	Regional distribution rights

Since third quarter of 2010, the Company has granted regional distribution rights in the PRC for using “GEN+Me” trademark.

(i)	Initial fee income is generally recorded upon completion of admission procedures, when the rights to use the trademarks are granted to the users, and when collectability is reasonably assured.

(ii)	Continuing management fee income represent regular contractual payments received for the use of the “GEN+Me” trademarks plus our supporting services, which are recognized as revenue when earned, generally on a straight line basis.

The continuing supporting services included adverting campaign, band promotion activities and training services provided to the distributor for the next three years after distribution rights granted. The Company recognized the continuing management fee amounting to $217,784 for the second quarter of 2011.

Cost of sales

Cost of sales represents cost of consumer products sold. The cost for regional distribution rights business are expenses incurred to recruit new agents, promote the brand image and implement strategic advertising campaigns, all of which are included in selling and marketing expenses.

Cost of sales decreased significantly from $108,295 for the second quarter of 2010 to $69,490 for the same period in 2011. The significant decrease in cost of sales was a result of drop in sales of consumer products in the second quarter of 2011.

Selling and distribution expenses

Selling and distribution expenses for the three months period ended June 30, 2011 and 2010 amounted to $35,991 and $103,576, respectively. The drop of $67,585 or 65.3% was mainly attributable to the modification of the marketing strategy. There is no promotion activity and advertising campaign held during the second quarter of 2011.

General and administrative expenses

General and administrative expenses increased by $169,479 or 104.0% from $162,903 for the second quarter of 2010 to $332,382 for the second quarter of 2011. The increase was primarily attributable to severance payment amounted to approximately $108,430 incurred during the second quarter of 2011. The Company reorganized the internal structure of the company, consolidating some operations and eliminating departments that did not fit into the long-range plans.

Loss before income taxes and provision for income taxes

The Company recorded a pretax loss of $43,135 for the for the three months ended June 30, 2011, compared to a loss of $118,263 for the comparative period last year. The decrease in loss was mainly due to the revenue derived from regional distribution rights, which was offset in part by an increase in administrative expenses.

The Company recorded a loss of $43,135 and $118,263 for the second quarter of 2011 and 2010 respectively, accordingly no PRC income tax provision was provided.

Net loss

We recorded a net loss of $43,135 for the second quarter of 2011, as compared to a loss of $118,263 for the same period in 2010. The decrease in net loss mainly resulted from the increase in sales revenue.

Results of Operations – Six Months Ended June 30, 2011 as Compared to Six Months Ended June 30, 2010

	Six months ended
	June 30,					Increase/			%
	2011		2010			(decrease)			change

Revenue	$	1,126,101		572,068			554,033			96.8
Cost of sales		313,388		203,540			109,848			54.0
Selling and distribution expenses		218,238		176,532			41,706			23.6
General and administrative expenses		511,206		950,771			(439,565	)		(46.2	)
Income/(loss) before income taxes		69,262		(786,205	)		855,467			N/A
Provision for income taxes		-		-			-			N/A
Net income/(loss)	$	69,262		(786,205	)		855,467			N/A

Revenues

Revenue for the six months ended June 30, 2011 amounted to $1,126,101, represents a $554,033 or 96.8% increase when compare to $572,068 for the same period last year. Revenue for the six months ended June 30, 2011 and 2010 are analyzed as follows:


	Six months ended June 30,				Increase/		%
	2011		2010		(decrease)		change

Sale of consumer products		908,317		572,068		336,249		58.8
Regional distribution rights		217,784		-		217,784		N/A
		1,126,101		572,068		554,033		96.8

(a)	Sale of consumer products

Sales increased by $336,249, or 58.8%, from $572,068 for the six month period ended June 30, 2010 to $908,317 for the six month period ended June 30, 2011. The significant increase in sales revenue was mainly due to more efforts to expand our customer base in different provinces in the PRC. Therefore, the Company optimized the distribution channels and recruited two major agents in Wenzhou and Beijing areas in the six months ended June 30, 2011.

(b)	Regional distribution rights

Revenue arising from the regional distribution rights operations for the six months ended June 30, 2011 and 2010 amounted to $217,784 and nil, respectively. There is no such revenue in the comparative period last year as this is a new business since the third quarter of 2010.

Cost of sales

Cost of sales represents cost of consumer products sold. The amount increased from $203,540 for six months ended June 30, 2010 to $313,388 for the same period in 2011. The increase in cost of sales was a result of increase in sales revenue in consumer products.

Selling and distribution expenses

Selling expenses for the six months ended June 30, 2011 and 2010 amounted to $218,238 and $176,532, respectively. The increase in selling and distribution expenses of $41,706 was primarily reflected higher promotion and advertising expenses and the payrolls for recruiting new staffs to expand distribution channels in the first quarter of 2011.

General and administrative expenses

General and administrative expenses decreased by $439,565 or 46.2% from $950,771 for the six months ended June 30, 2010 to $511,206 for the six months ended June 30, 2011. The difference mainly represents impairment loss on property, plant, and equipment of $231,597 incurred in the second quarter last year for certain machineries, equipment and motor vehicle, as well as the implementation of cost saving plan, which led to efficient reduction in professional expenses, payroll and office expenses.

Income/(loss) before income taxes and provision for income taxes

The Company recorded a pretax income of $69,262 for the for the six months ended June 30, 2011, compared to a loss of $786,205 for the comparative period last year. The change was mainly due to the increase in sales revenue and the decrease in administrative expenses.

There was no PRC income tax provision for the six months ended June 30, 2011 as substantial amount of pretax income were absorbed by accumulated losses incurred in previous years. The Company recorded a loss of $786,205 for the six months ended June 30, 2010, accordingly no PRC income tax provision was provided.

Net income/(loss)

We recorded a net income of $69,262 for the six months ended June 30, 2011, as compared to a loss of $786,205 for the same period in 2010. The change was mainly due to the increase in revenues and decrease in General and administrative expenses.

Cash and cash equivalents

As of June 30, 2011, the Company had a total cash and cash equivalents of $3,947 compared to $43,895 as of December 31, 2010. The cash was mainly used to fund our operations. The Company’s cash flows for the six months ended June 30, 2011 are analyzed as follows:

Cash Flow from Continuing Operations

	Six months ended
	June 30,
	2011			2010

Net cash (used in)/provided by operating activities	$	(88,299	)	$	286,243
Net cash used in investing activities		(26,685	)		(81,316	)
Net cash provided by/(used in) financing activities		184,836			(217,522	)
Net increase/(decrease) in cash and cash equivalents	$	69,852		$	(12,595	)

During the three months ended June 30, 2011, we had net cash used in operating activities of $88,299, as compared to net cash provided by operating activities of $286,243 for the same period last year. The decrease in cash inflow from operating activities was primarily due to the increase in accounts receivables.

Our cash flow used in investing activities for the six months ended June 30, 2011 and 2010 amounted to $26,685 and $81,316, respectively. The net cash used in investing activities mainly represents purchase of equipment and machinery during the both period. The decrease in cash inflow from investing activities was mainly due to decrease in capital expenditure in property, plant and equipment, and intangible assets.

Our cash flows provided by financing activities for the six months ended June 30, 2011 amounted to $184,836, as compared to a net cash used in financing activities of $217,522 for the same period last year. The difference mainly represents new borrowing amounted to $170,881.

Working Capital

As of June 30, 2011, the Company recorded a working capital deficit of $5,373,479, as compared to a deficit of $5,380,212 as of December 31, 2010. The slight increase in working capital was mainly due to the growth of sales of consumer products in the six months ended June 30, 2011. The Company is developing a manufacturing base in Anyi County, Jiangxi Province, China, with expected cost of approximately $3.5 million. As of June 30, 2011, amount of $1.7 million has incurred and the Company expects to spend $1.8 million for the next 12 months for the manufacturing base.

Going Concern

Off-Balance Sheet Transactions

We do not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on our financial condition, cash flows, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimates are made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur, could materially impact the consolidated financial statements.

We believe that the following critical accounting policy reflect the significant estimates and assumptions which are used in the preparation of the consolidated financial statements and affect our financial condition and results of operations.

Revenue Recognition

We generate revenues mainly from sale of consumer products and also revenue from regional distribution rights.

(i)	Initial fee income is generally recorded upon completion of admission procedures, when the rights to use the trademarks are granted to the users, and when collectability is reasonably assured.

(ii)	Continuing management fee income represent regular contractual payments received for the use of the “GEN+Me” trademarks plus our supporting services, which are recognized as revenue when earned, generally on a straight line basis.

Recent Accounting Pronouncements

The Company does not expect that the adoption of any recent accounting pronouncements will have any material impact on its condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

We are exposed to various market risks arising from adverse changes in market rates and prices, such as foreign exchange fluctuations and interest rates, which could impact our results of operations and financial position. We do not currently engage in any hedging or other market risk management tools, and we do not enter into derivatives or other financial instruments for trading or speculative purposes.

Foreign Currency Exchange Rate Risk

Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies, primarily the Chinese Renminbi, could adversely affect our financial results. During the six months ended June 30, 2011, approximately all of our sales are denominated in foreign currencies. We expect that foreign currencies will continue to represent a similarly significant percentage of our sales in the future. Selling, marketing and administrative costs related to these sales are largely denominated in the same respective currency, thereby mitigating our transaction risk exposure. We therefore believe that the risk of a significant impact on our operating income from foreign currency fluctuations is not substantial. However, for sales not denominated in U.S. dollars, if there is an increase in the rate at which a foreign currency is exchanged for U.S. dollars, it will require more of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases and if we price our products in the foreign currency, we will receive less in U.S. dollars than we did before the rate increase went into effect. If we price our products in U.S. dollars and competitors price their products in local currency, an increase in the relative strength of the U.S. dollar could result in our price not being competitive in a market where business is transacted in the local currency.

All of our sales denominated in foreign currencies are denominated in the Chinese Renminbi. Our principal exchange rate risk therefore exists between the U.S. dollar and this currency. Fluctuations from the beginning to the end of any given reporting period result in the re-measurement of our foreign currency-denominated receivables and payables, generating currency transaction gains or losses that impact our non-operating income/expense levels in the respective period and are reported in other income (expense), net in our combined consolidated financial statements. We do not currently hedge our exposure to foreign currency exchange rate fluctuations. We may, however, hedge such exposure to foreign currency exchange rate fluctuations in the future.

Interest Rate Risk

Changes in interest rates may affect the interest paid (or earned) and therefore affect our cash flows and results of operations. However, we do not believe that this interest rate change risk is significant.

Inflation

In recent years, China has not experienced significant inflation, and thus inflation has not had a material impact on our results of operations. According to the National Bureau of Statistics of China, the change in Consumer Price Index in China was 5.9%, -0.7% and 4.6% in 2008, 2009 and 2010, respectively.

Currency Exchange Fluctuations

All of the Company's revenues are denominated in Chinese Renminbi, while its expenses are denominated primarily in Chinese Renminbi ("RMB"). The value of the RMB-to-U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Since 1994, the conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China, which are set daily based on the previous day's inter-bank foreign exchange market rates and current exchange rates on the world financial markets. Since 1994, the official exchange rate for the conversion of RMB to U.S. dollars had generally been stable and RMB had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of RMB to the U.S. dollar. Under the new policy, RMB may fluctuate within a narrow and managed band against a basket of certain foreign currencies. Recently there has been increased political pressure on the Chinese government to decouple the RMB from the United States dollar. At the recent quarterly regular meeting of People's Bank of China, its Currency Policy Committee affirmed the effects of the reform on RMB exchange rate. Since February 2006, the new currency rate system has been operated; the currency rate of RMB has become more flexible while basically maintaining stable and the expectation for a larger appreciation range is shrinking. The Company has never engaged in currency hedging operations and has no present intention to do so.

Concentration of Credit Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions as described below:

1.	Approximately 40% of the Company’s revenue and 70% of net accounts receivable are contributed by a major agent in the People’s Republic of China (the “PRC”).

2.	Approximately 100% of the Company's revenue is derived from the PRC. Changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business, results of operations and financial condition.

3.	If the Company is unable to derive any revenues from China, it would have a significant, financially disruptive effect on normal operations of the Company.

ITEM 4. CONTROLS AND PROCEDURES

Our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures are appropriate and effective. They have evaluated these controls and procedures as of the date of this report on Form 10-Q. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Our management believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

PART II.

OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

None.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.	DEFAULT UPON SENIOR SECURITIES

None.


ITEM 4.	[REMOVED AND RESERVED]

None.


ITEM 5.	OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits


Exhibit Number		Description
31.1		Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial 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 Chief Financial 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.





	CHINA GREEN CREATIVE, INC.


Dated: August 19, 2011	/s/ Ye Xing Zhang
	Ye Xing Zhang
	Chief Executive Officer



Dated: August 19, 2011	/s/ Deng Lin
	Deng Lin
	Chief Financial Officer

CHINA SHIANYUN GROUP CORP., LTD. - FORM 10-Q - August 22, 2011

Attached files

CHINA SHIANYUN GROUP CORP., LTD. Reports