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EX-32.1 - EXHIBIT 32.1 - GREAT CHINA MANIA HOLDINGS, INC.ex321.htm
EX-31.1 - EXHIBIT 31.1 - GREAT CHINA MANIA HOLDINGS, INC.ex311.htm
EX-31.2 - EXHIBIT 31.2 - GREAT CHINA MANIA HOLDINGS, INC.ex312.htm
EX-32.2 - EXHIBIT 32.2 - GREAT CHINA MANIA HOLDINGS, INC.ex322.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20549
 
FORM 10-K/A
 
R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

Or

£  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 
For the transition period from _______ to _______
 
Commission File No.: 333-139008

GREAT CHINA MANIA HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)

GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC
(Former Name of Registrant, if Applicable)
 
Florida
59-2318378
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
 
203 Hankow Center, 5-15 Hankow Road, Tsimshatsui, Kowloon, Hong Kong
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: 852-2192-4805
 
Securities registered pursuant to Section 12(b) of the Act:  None
 
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share
 
Indicate by check mark if registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities Act.  Yes  £   No  x

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  £   No  x

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 during the preceding 12 months (or for such shorter period that the issuer 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 has submitted electronically and posted on its corporate Website, if any, every Interactive Date 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 the definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule 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  R

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2010:  N/A

As of April 1, 2011, there were 24,646,000 shares of the issuer’s common stock outstanding.

Documents incorporated by reference: None
 

 
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Explanatory Note

The financial statements and notes in the Form 10-K for the year ended December 31, 2010 (filed April 15, 2011) inadvertently contained erroneous financial information.  The sole purpose of this amendment is to file corrected financial data.  No other changes have been made to the Form 10-K.  This Form 10-K/A speaks as of the original filing date and has not been updated to reflect events occurring subsequent to the original filing date. 
 

 
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TABLE OF CONTENTS
 
   
Page
     
ITEM 1.
BUSINESS
5
     
ITEM 1A.
RISK FACTORS
14
     
ITEM 1B.
UNRESOLVED STAFF COMMENTS
19
     
ITEM 2.
PROPERTIES
19
     
ITEM 3.
LEGAL PROCEEDINGS
20
     
ITEM 4.
[REMOVED AND RESERVED]
20
     
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
20
     
ITEM 6.
SELECTED FINANCIAL DATA
21
     
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
21
     
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
21
     
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
27
     
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
27
     
ITEM 9A.(T)
CONTROLS AND PROCEDURES
27
     
ITEM 9B.
OTHER INFORMATION
28
     
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
29
     
ITEM 11.
EXECUTIVE COMPENSATION
31
     
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
32
     
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
32
     
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
33
     
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
34
 

 
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In this report, unless the context indicates otherwise, the terms "Great East," "Company," "we," "us," and "our" refer to Great East Bottles & Drinks (China) Holdings, Inc., a Florida corporation, (now re-named as Great China Mania Holdings, Inc.) and its wholly-owned subsidiaries for the period ending December 31, 2010.
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934 or the "Exchange Act." These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results.
 
In some cases, you can identify forward looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "anticipate," "estimate," "predict," "potential," or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management's current expectations and belief, which management believes are reasonable.  In addition, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward looking statements.  You are cautioned not to place undue reliance on any forward-looking statements.  These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
 
You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including:
 
   
new competitors are likely to emerge and new technologies may further increase competition;
our operating costs may increase beyond our current expectations and we may be unable to fully implement our current business plan;
our ability to obtain future financing or funds when needed;
our ability to successfully obtain and maintain our diverse customer base;
our ability to protect our intellectual property through patents, trademarks, copyrights and confidentiality agreements;
our ability to attract and retain a qualified employee base;
our ability to respond to new developments in technology and new applications of existing technology before our competitors;
acquisitions, business combinations, strategic partnerships, divestures, and other significant transactions may involve additional uncertainties; and
our ability to maintain and execute a successful business strategy.
 
Other risks and uncertainties include such factors, among others, as market acceptance and market demand for our products and services, pricing, the changing regulatory environment, the effect of our accounting policies, potential seasonality, industry trends, adequacy of our financial resources to execute our business plan, our ability to attract, retain and motivate key technical, marketing and management personnel, and other risks described from time to time in periodic and current reports we file with the United States Securities and Exchange Commission, or the "SEC." You should consider carefully the statements under "Item 1A. Risk Factors" and other sections of this report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.
 

 
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Item 1.   Business
 
Introduction

As used herein, unless the context otherwise requires, “Registrant” and the “Company” (and “we”, “our” and similar expressions) refer to the business of the newly-named Great China Mania Holdings, Inc.(formerly known as Great East Bottles & Drinks (China) Holdings, Inc.)through December 31, 2010.

We were incorporated on July 8, 1983, in the business of providing specialty printing services to the commercial printing industry.  Until consummation of the Share Exchange, our revenue was derived from providing printing services to other printing businesses.

On March 10, 2008, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Great East Bottles & Drinks (BVI) Inc. (“GEBD BVI”) and Guy A-Tsan Chung (formerly known as Chung A. San Guy), the sole shareholder of GEBD BVI (the “Shareholder”) to acquire 100% of the outstanding equity of GEBD BVI from the Shareholder in consideration for 32,460,000 shares of our common stock (the “Share Exchange”).  The Share Exchange was consummated on March 10, 2008.

Subsequent to the completion of the Share Exchange Agreement, GEBD BVI’s business became our major business and the Shareholder became our majority shareholder. Our operating entities produced beverage bottles which mainly are made of PET, a type of plastic with desirable characteristic for packaging including a clear and wide range of colors and shapes and tough resistance to heat, moisture and dilute acid. The operating entities manufacture and sell beverage bottles in China for bottling of Carbonated Soft Drinks (“CSD”) for world brands including Coca-Cola and Pepsi.  

In December 2009, we restructured our group so that our subsidiary, HGEP, held our operating entities GEPNJ and GEPXA. As a result, any operations that we had were either conducted by HGEP or by its subsidiaries.  In December 2009, HGEP through its subsidiary acquired a 99.99% interest in three new operating entities from a company controlled by Mr. Guy Chung.  These entities were United Joy International Limited (“United Joy”), Upjoy Holdings Limited (“Upjoy”) and Greatgrand Global Limited (“Greatgrand”).

In exchange for these new operating entities, we transferred shares in a wholly-owned subsidiary that holds a 15% interest in HGEP to a company controlled by Mr. Guy Chung.  Additionally, we granted another company controlled by Mr. Guy Chung an option exercisable at $1 to purchase 60% of our subsidiary GEPI whose sole assets are an 84% interest in HGEP.

We have assumed for the purposes of this annual report and the financial statements included herein that the option to acquire a 60% interest in GEPI has been exercised.  As a result, our only assets are our 33.6% interests in the operating entities described herein.

On October 26, 2010, the Company entered into an Acquisition Agreement (the “Agreement”) with Water Scientific Holdings Limited (“Water Scientific”) and the shareholder of Water Scientific whereby the Company acquired 100% of Water Scientific in exchange for 500,000 shares of common stock of the Company. Water Scientific was subsequently sold on March 31, 2011.

On December 30, 2010, the Company entered into, and completed, an Asset Purchase and Sale Agreement with Chung A. Tsan Guy whereby the Company sold its subsidiary GEBD BVI in exchange for Mr. Chung surrendering 31,498,000 shares of common stock of the Company.

Up until the completion of the Asset Purchase and Sale Agreement on December 30, 2010, the Company commenced and maintained its operations as discussed below and represented in the financial statements of this Form 10-K/A. In order to diversify the Company’s operations, several new subsidiaries have been formed and are now operating within the Company.From October 26, 2010 to March 31, 2011, Water Scientific functioned as a subsidiary of the Company. In February, three new subsidiaries of the Company were formed and have since maintained operations. These subsidiaries, GME Holdings Limited, Great China Games Limited and Great China Media Limited are further described herein under the “Description of our Business from January 1, 2011, to the Date of this Filing and Onward” heading of this Item 1.
 
 
 
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Current Corporate Structure and Subsequent Events

Since December 30, 2010, the Company has restructured some of its business operations and corporate structure.  As of the date of this filing, our corporate structure is as follows:

Great East owns a wholly-owned subsidiary, Sharp Achieve Holdings Limited (BVI).  Sharp Achieve Holdings Limited (BVI) has a wholly-owned subsidiary, Super China Global Limited (BVI).  Super China Global Limited has three subsidiaries: 1) GME Holdings Limited which was incorporated February 18, 2011; 2) Great China Media Limited which was incorporated February 1, 2011; and 3) Great China Games Limited which was incorporated February 1, 2011 (collectively, the “Subsidiaries”).  The Subsidiaries and their business will be discussed in greater detail under the “Current Operations” heading of this Section, as this will be the Company’s primary business going forward.  However, for purposes of this Form 10-K/A the Company’s business operations of 2011 are presented in the “General Description of Business” and subsequent sections.

In addition, the Company, as of March 31, 2011, disposed of Water Scientific Holdings Limited (“Water Scientific”).  As of the date of this filing, the Company no longer carries on the operations of Water Scientific.

General Description of Business for the period ending December 31, 2010

OUR PRODUCTS

We mainly produced 3 types of products: PET CSD bottles, PET CSD preforms for CSD bottles and OEM water bottles. PET (Polyethylene terephthalate) is a thermoplastic polymer resin of the polyester family.  It is widely used as raw material for synthetic fibers, beverage /food / liquid containers, thermoforming applications and as engineering resins.  PET CSD bottles are completed bottles ready for CSD bottling while PET CSD preforms are pre-production tubes made from PET resin that are used in a stretch-blow-molding machine to produce the final PET bottle

PET CSD preforms

PET CSD preforms are pre-production tubes made from PET resin that are used in a stretch-blow-molding machine to produce the final PET bottle.  PET CSD preforms can be colored green or blue according to customers’ requirements. The weight of PET CSD preforms determines the volume of the final PET CSD bottle.  Heavier PET preforms are used to produce larger PET CSD bottles.  Sizes of our PET CSD preforms range from 25g to 56g, which is our customers’ required weight range.

Newly produced PET CSD preforms are stored in warehouses for scheduled PET CSD bottle blowing process. PET preforms expire three months from their production date.

PET CSD bottles

PET CSD bottles are transformed from PET CSD preforms through a stretch-blow-molding manufacturing process.  PET CSD bottles are popular containers for the CSD bottling process.

Unlike aluminum cans and glass bottles, PET CSD bottles are applied to medium to large volume CSD products, i.e., over 500ml.  Volume of PET CSD bottles ranges from 500ml to 2,500ml with PET CSD preforms weights ranging from 25g to 56g, respectively.  The shapes of the CSD bottle are designed by the customers.

Newly produced PET CSD bottles are stored in warehouses for scheduled CSD bottling process. The expiry period of PET CSD preforms varies from 15 days to 3 months from the date produced, depending on the storing conditions such as room temperature and relative humidity


 
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OEM water bottles
 
Some of the operating entities manufactured OEM water bottles.  These operating entities purchased preforms for OEM water bottles from an unrelated third party called Guo Zhu Group and then use the preforms to create OEM water bottles in a process that is similar to the production of the PET CSD bottles.  The operating entities then filled the OEM water bottles with distilled water and deliver the bottled water to Coca Cola’s distribution centers. The sizes of the OEM water bottles range from 550ml to 1,500ml.
 
PET bottles are suitable for various applications including water, tea drinks, CSD and other beverages bottling.  Our PET CSD bottles and PET CSD preforms were targeted to CSD application, while our OEM businesseswere targeted to bottled water application.  CSD contains instable carbonate components and it demands higher quality requirements on PET bottles and PET preforms compared to those applied to OEM water bottles and bottles for tea drinks.  Thus, CSD applications represent a higher margin segment in the PET bottles and PET preforms market as it demands a higher quality standard, and OEM applications represent a lower margin segment.  

INDUSTRY AND MARKET ENVIRONMENT

The operating entities of the Company through December 30, 2010 were part of the plastic packing case and container manufacturing industry in China. Their targeted market was the market for PET-plastic bottles for beverages in China.

OUR MAJOR CUSTOMERS

Our major customers were Coca-Cola and Pepsi, the two leading worldwide brands in the CSD industry. United Joy and Upjoy also signed agreements with NJBC and HZBC, respectively, for supplying OEM water bottles.
 
Coca-Cola

We served Coca-Cola through our GEHZ, GENJ, United Joy, Upjoy and Greatgrand production facilities. GEHZ signed a Coordinated Supply Agreement to serve Coca–Cola through Hangzhou BC Foods Company Limited (“HZBC”) and GENJ signed a Coordinated Supply Agreement to serve Coca–Cola through Nanjing BC Foods Company Limited (“NJBC”).  HZBC and NJBC are subsidiaries of Swire Pacific Limited, which is the CSD bottler for Coca-Cola in China.

Terms

HZBC and NJBC signed four year contracts commencing June 1, 2004 with GEHZ and GENJ, respectively.  Both HZBC and NJBC have indicated that they renewed their contracts with GEHZ and GENJ, respectively, on June 1, 2008 on similar terms and conditions.  Contracts of United Joy and Upjoy commenced in 2008 and will expire in 2012.  Contracts of Greatgrand commenced in 2009 and will expire in 2011.
 
Raw material

For PET CSD bottles, we are not required to purchase PET resin under the contracts and Coca–Cola has agreed to make special arrangement for us.  For instance, based on GEHZ’s expected production volume, HZBC shall purchase an adequate amount of PET resin from its approved suppliers, who will then deliver the PET resin directly to GEHZ.  NJBC and GENJ have the same supply arrangement.  For OEM water bottles, we are required to purchase PET resin for production.

Pricing

We were obliged to offer Coca-Cola whatever is the lowest price we offer PET CSD bottles to our other customers with substantially equivalent quality we sold to Coca-Cola under “the most favor customer” clause.  Moreover, we had to meet the most competitive pricing from other competitors in the market, who offer PET CSD bottles with substantially equivalent quality we sold to Coca-Cola.
 
 
 
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The price of PET CSD bottles includes PET CSD bottles blowing, PET CSD preforms conversion, all packaging materials and pallet, transportation to customers, value added tax and colorant, but excludes PET resin and label price.  Except for PET resin which we are required to purchase, the price of OEM water bottles includes the same elements as the PET CSD bottles.

Pepsi

We served Pepsi through our GEXN production facilities.  GEXN has signed an Inline Mode Coordinated Supply Agreement (the “Pepsi Agreement”) to serve Pepsi through Xian Pepsi-Cola Beverage Company Limited, which is a joint venture company between PepsiCo Investment (China) Ltd. and local food and beverage companies in Xian.

We produced PET CSD bottles with capacities ranging from 600ml to 2,500ml with certain performance criteria including appearance, dimension, weight, fill point capacity, wall thickness & sectional weights, perpendicularity, burst resistance, thermal stability, stress crack, top load test, drop impact and carbonation loss.
 
Pepsi committed a volume guarantee to us of not less than 70% of Pepsi’s annual PET CSD bottles requirements in Xian province during the terms of the contract.  Pursuant to the terms of the contract, we are obligated to guarantee a non-interrupted supply of our PET CSD bottles to Pepsi.

OUR PRODUCTION FACILITIES

In 2010, we owned and operated 8 manufacturing facilities in China: GEHZ, GENJ, GEXN, United Joy, Upjoy and Greatgrand.

GEHZ

GEHZ was located at No. 1 Road, Economic & Technological Development Zone, JiubaoJianggan District, Hangzhou, China.

The PET CSD bottles production line produced PET CSD bottles with capacities ranging from 0.5L to 2.5L. It consisted of one stretch blow molding machine and one basic robot labeling machine:

1.
The stretch blow molding machine consists of 10 molds with a production capacity of 12,000 bottles per hour.
2.
The robot labeling machine model has a production capacity of 18,000 bottles per hour.

GEHZ’s PET CSD bottles production line was operated as an offline production mode (“Offline Mode”) Under Offline Mode, PET CSD bottles are blow-molded at GEHZ’s own production line factory, packed and delivered to Coca–Cola’s manufacturing plant for their bottle-filling process.  Coca–Cola’s manufacturing plant is located adjacent to GEHZ’s production line factory to ensure timely delivery of the PET CSD bottles supply and also to minimize transportation costs.
 
GENJ

GENJ was located at 16 Nanjing New & High Technology Industry Development Zone, Nanjing Jiangsu Province, China.

The 3 PET CSD bottles production lines produced PET CSD bottles with capacities ranging from 500ml to 2,500ml.
 
One of GENJ’s PET CSD bottles production lines was operated as an inline production mode (“Inline Mode”). Under Inline Mode, PET CSD bottles are blow-molded at Coca-Cola’s manufacturing plant and are then directly fed into Coca-Cola’s manufacturing production lines via conveyor belts for bottle-filling process.

Two of GENJ’s PET CSD bottles production lines were operated under Offline Mode. Coca-Cola’s manufacturing plant is located adjacent to GENJ’s production line factory.

Each production line consisted of one stretch-blow-molding machine and one labeling machine:
 
 
 
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GEXN

GEXN was located at No. 36 Development Road, New Type Industrial Garden High–Tech Industrial Development Zone, Xian, China. GEXN operated two PET CSD bottles production lines.

The two PET CSD bottles production lines produced PET CSD bottles with capacities ranging from 600ml to 2,500ml. Each production line consisted of one stretch-blow-molding machine and one labeling machine:

·  
The stretch-blow-molding machines have with production capacities of 12,000 bottles (Inline Mode) and 10,000 bottles per hour respectively.  They consist of 10 molds each machine.
·  
The labeling machines have a production capacity of 18,000 bottles per hour each machine.
 
One of GEXN’s PET CSD bottles production lines was operated under Inline Mode and the other production line is under Offline Mode. Pepsi’s manufacturing plant is located adjacent to GEXN’s production line factory.

United Joy

United Joy had two OEM water bottle manufacturing facilities located at 6, Feng Huang Lu, Pu Kou Economic and Development Zone, Nanjing, Jiangsu Province and North Guan Qi Road, He Fe Economic and Development Zone, He Fe, An Hui Province.  Both were operated under Offline mode, and each had one OEM water bottle production line with capacity ranging from 550ml to 1,500ml

Upjoy

Upjoy had two OEM water bottle manufacturing facilities located at No. 1 Road, Economic & Technological Development Zone, JiubaoJianggan District, Hangzhou and Jiang Nan Logistic Centre, Jing Jiang Nan Lu, Lin Hai, Taizhou.  Both wereoperated under Offline mode, and each had one OEM water bottle production line with capacity ranging from 550ml to 1,500ml.
 
Greatgrand

Greatgrand had a hot fill packaging facility located in 8 Jia 2, No 7 Jie, Shenyang Economic and Development Zone, Shenyang.  Hot fill packaging is another process adopted in packaging of beverage such as tea, juice and milk based beverage.  The major difference between hot fill bottles and CSD bottles and OEM water bottles lies in the top of the bottle as hot fill bottles requires a crystallization manufacturing process for sustaining the heat involved in the hot fill process.  Greatgrand had one inline hot fill bottles production line that produces PET hot fill bottles with capacities ranging from 600ml to 2,500ml that consists of one stretch-blow-molding machine and one labeling machine.

PRODUCTION PROCEDURES

Through eight of our operating facilities, we operated several PET CSD preforms production lines, several PET CSD bottles production lines, four OEM water bottle production lines, one hot fill bottle production line (some under Offline Mode and some under Inline Mode).

PET CSD preforms

PET CSD preforms were produced through the injection molding manufacturing process described below:

PET CSD preforms molds and changed.
 
PET resin is transferred from warehouse to the raw materials room.
 
PET resin is drawn into the feed hopper through pipeline by suction.
 
 
 
 
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PET resin is heated, dried and moved into the Injection Molding machine.
 
While PET resin enters the Injection Molding machine, it is heated above its transition temperature and move forward in the molds.
 
PET resin undergoes extreme pressure and is molded into PET CSD preforms.
 
The PET CSD preforms are automatically stripped through action of the mold after cooling.
 
PET CSD preforms undergo quality check by production team and quality control department to ensure the quality to achieve customers’ requirement.
 
PET CSD preforms are packaged and sent to storage.
 
PET CSD bottles

PET CSD bottles were produced through a stretch-blow-molding manufacturing process and operated under two operations modes, Inline Mode and Offline Mode.

Offline Mode

The following are the procedures followed in the Offline Mode:

PET CSD bottles molds are changed.
 
PET CSD preforms are transferred from warehouse to a PET CSD preforms container.
 
PET CSD preforms are sorted by a sorting machine, which is part of Stretch Blowing Machine.
 
The sorting machine screens out those PET CSD preforms of poor quality.
 
The PET CSD preforms are transferred to the main body of Stretch Blowing Machine and are heated (typically by infrared heaters) above their transition temperature.
 
PET CSD preforms are blown into bottles using high pressure air and the metal blow molds.
 
PET CSD bottles are transferred to the conveyor belt after cooling.
 
Our production team and quality control department perform quality check to ensure the quality of the PET CSD bottles meet Coca-Cola’s or Pepsi’s quality requirements.
 
PET CSD bottles are transferred to the labeling machine through conveyor belt for labeling.
 
Our production team and quality control department perform quality check on the labeled PET CSD bottles to ensure the quality meets Coca-Cola’s or Pepsi’s requirements.
 
Labeled PET CSD bottles are packed and stored.

Inline Mode

All procedures wereexactly the same as Offline Mode except: that instead of packing the labeled PET CSD bottles for storage, the bottles are sent directly to Coca-Cola’s production line or Pepsi’s production line through a conveyor belt.

Under Inline Mode, if we could not meet the customers’ bottle-filling process schedule, the labeled PET CSD bottles wouldnot be sent to the customer’s production line directly, but would be packaged and sent to our storage.
 

 
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OEM Water Bottles

PET preforms used for OEM water bottles wereproduced exactly the same way as PET CSD bottles described above. The PET preforms werethen processed exactly the same way as offline mode PET CSD bottles described above except that the OEM water bottles are filled with distilled water before they are packed and stored.

Hot Fill Bottles

PET preforms used for hot fill bottle were produced exactly the same way as PET CSD bottles described above. Hot fill bottles are produced exactly the same way as inline mode PET CSD bottles described above except that it involves an additional crystallization manufacturing process for sustaining the heat involved in the hot fill process.

SEASONALITY

Sales by the operating entities were subject to seasonality.  In general, we believe sales were higher in the second and third quarters of the year when the weather is hot and dry and lower in the first and fourth quarters of the year when the weather is cold and wet.  Sales peaked during the months from June to September.

COMPETITION

There are a few PET CSD bottle producers that serve international CSD producers and a few CSD bottlers serving international CSD producers.
Major competitors

We consider international CSD producers and CSD bottlers serving international CSD producers to be the target market for the operating entities. There are two major competitors in the China market competing with the operating entities to serve the same market.  They are Zhuhai Zhongfu Enterprise Co. Ltd. (“Zhongfu”) and Shanghai Zijiang Enterprise Co. Ltd. (“Zijiang”).

Zhongfu is a listed company on the Shenzhen Stock Exchange stock symbol 000659.sz. Zhongfu manufactures and sells PET preforms, PET bottles, and film labels and has an approximately $282 million in annual revenue and 934 employees.  Zhongfu has 30 production facilities throughout China including Shenzhen, Kunshan, Chengdu, Tianjin and Beijing.

Zijiang is a listed company on the Shanghai Stock Exchange stock symbol 600210.ss. Zijiang manufactures PET preforms, PET bottles, bottle caps, plastic bags and other diversified businesses, including real estate and hotels.  Zijiang has approximately $550 million in annual revenue and 683 employees. Zijiang has production facilities in 15 locations in China.

Description of our Business from January 1, 2011 to the Date of this Filing and Onward

Since December 31, 2010, the Company has diversified its operations through its subsidiary Super China Global Limited (BVI) (“Global”) and the Subsidiaries GME Holdings Limited, Great China Media Limited, Great China Games Limited, and Water Scientific.

Water Scientific Holdings Limited

Water Scientific Holdings Limited (“Water Scientific”) was a fully-operating subsidiary of the Company from October 26, 2010 to March 31, 2011. Water Scientific produces a product called Solidwater(sometimes referred to as Waterlog, depending on the market).  Solidwater is an ecological product that provides an optimal alternative solution for total irrigation and synchronous irrigation. Water Scientific is active in the irrigation product industry.  Solidwater is suitable for use on all types of vegetation, and can be used for: urban tree planting and forestry, domestic gardens, commercial landscaping, agriculture, and horticulture.  Solidwater is a stagnant and non-volatile water compound.  It is in a gel form, and produced by using advanced techniques to solidifying water.  This causes fundamental changes in the physical properties of water.  Because of this, the water properties in Solidwater remain stable in this gel form between minus six degrees and 100 degrees Celsius.  Solidwater contains 97 percent water and three percent patented molecular science technology, which releases pure water for irrigation purposes.  Solidwater is bio-degradable, free of degradation pollution, and can be used as a long-term irrigation water source.  Solidwater gradually releases water to a plant’s roots.  This provides a slow but steady supply of moisture, which results in minimal water wastage.  Solidwater provides advantages including, but not limited to: water savings, labor savings, enhanced planting success rates, and no requirements of an irrigation or pipe system.  Solidwater is also non-toxic, and harmless to children, pets, wildlife, and insects.  Solidwater is packaged in one liter, standard size, 100 percent biodegradable tubes.  This packaging is customizable according to different customer requirements.  Solidwater has an estimated shelf life of over a year.  A single liter of Solidwater is equivalent to hundreds of liters of water used through traditional irrigation systems.  In addition, under normal ground conditions, Solidwater lasts up to three months.
 
 
 
11

 

 
GME Holdings Limited

GME Holdings Limited was incorporated February 18, 2011, in Hong Kong.  GME Holdings Limited organizes artists to participate in movies, event management and promotion for its clients. GME Holdings Limited currently represents and promotes four male artists and twelve female artists, for a total of sixteen clients.  There are 10 employees of GME Holdings Limited. GME Holdings Limited promotes its clients by providing event management and booking for movies, public relations functions, and brand promotions.

Great China Media Limited

Great China Media Limited was incorporated February 1, 2011, in Hong Kong.  Great China Media Limited leases an office in Hong Kong. and employs 70 employees.  Great China Media Limited publishes eight magazines.  Each magazine title is produced on either a weekly or bi-weekly basis.  Each magazine published focuses on a specialized subject matter, including computer technologies, video games, digital equipment, and automobiles.  The actual printing of these magazines is performed by a third party vendor.

Great China Games Limited

Great China Games Limited was incorporated February 1, 2011, in Hong Kong.  Great China Games Limited leases two retail stores in Hong Kong. Each store sells video game machines (including Play Station, Nintendo Wii, and Xbox, among others) as well as an assortment of video games and accessories.

Material Intellectual Property

The Company does not hold, own or license any patents, trademarks, or other material intellectual property.

Research and Development

We did not incur or pay any costs in relation to research and development in 2010, as our products are able to satisfy the existing product specifications from our major customers.

Regulation

Our company has a policy to comply with all applicable laws and regulations not only in China but also all countries throughout the world in which we do business.

Business regulation (For the period ending December 31, 2010)

The production in China of the operating entities’ is generally subject to environmental protection regulations that require all manufacturing industries to adopt measures to control the disposal of industrial waste, industrial manufacturing licensing and company licensing laws that regulate the business scope of companies, taxation laws that require income tax payable to the Chinese government, and labor laws that restrict maximum work-hours.
 

 
12

 


Environmental Protection Regulations

The Environmental Protection Law of China has been developed and implemented by the Ministry of Environment Protection (the “Ministry”).  Since 1984, the Chinese government has attempted to mitigate its pollution problem amid the industrialization process. The Ministry has set up subsidiary bureaus throughout all provinces of China to implement fast-improving measures for environmental protection. In particular, companies are required to adopt measures to control pollution engendered by industrial waste, noise, radiation, and vibration. All companies are required to report to the bureau in their county about the status of pollutants and the measures adopted to deal with the pollutants. Penalty fees are levied on companies whose pollutant discharge levels exceed the standards set by the Ministry. The Ministry also often issues warning notices and fines, and may mandate temporary suspension of production for installation of pollution control facilities. In serious cases where the pollution causes physical or personal damage, the Ministry may impose sanctions, demand compensation to victims, coerce permanent termination of companies, or sue company owners for criminal liability.

Our Company only paid some minimal administrative costs with respect to submitting environmental reports and other related documents to the Ministry of Environment Protection in accordance with environmental laws in China. No other substantial cost was paid relating to compliance with environmental protection laws in China.

Company Laws and Regulations

The Chinese government has promulgated company laws and regulations through its State Administration for Industry and Commerce. To operate a business in China, a company has to apply for business and production licenses at the Enterprise Registration Bureau and/or the Registration Bureau of Foreign-Invested Enterprise. Such various licenses have to be obtained for companies manufacturing important industrial products such as plastic bottles and containers. Application for production licenses requires official tests and inspections by the government be passed, and maintenance of the licenses require subsequent regular periodic inspections. Production and product quality is also monitored by government, through the General Administration of Quality Supervision, Inspection, and Quarantine of PRC.

Corporate Income Taxation

Income taxes chargeable to companies in China may differ across industries and location due to differences in preferential tax treatment or subsidies. In general, the corporate income tax rate has a ceiling of 33%, but foreign-invested companies shall enjoy preferential rates: full tax exemption applies to the first two years when the company records profits, and thereafter there is a 50% tax exemption for the subsequent third to fifth years. Our company belongs to this foreign-invested category, hence our present and future subsidiaries shall enjoy the same tax concessions.
 
Labor Laws

According to Chinese Labor Law, the maximum work hours for a labor are 40 hours per week. Owing to the seasonality factor, the PET CSD bottle production industry has peak and non-peak seasons throughout the year. During peak seasons, our employees may have to work for more than 40 hours per week; but during non-peak seasons, our employees may have to work for less than 40 hours per week. The operating entities have therefore applied for and have been granted approvals from relevant government authorities to count the work hours for a labor on yearly basis instead of weekly basis. As a result, the operating entities have not violated the maximum work-hour requirement, but at the same time have greatly improved flexibility of their labor force in coping with the seasonality problem.


 
13

 

 
Current Business Regulation (From January 1, 2011, to the Date of this Filing and Onward)

There is no specific government regulation in Hong Kong that relates to the operations and businesses of Global except the general company laws and regulations.  These laws and regulations include things such as the paying of corporate taxes and registration fees.  Failure to adhere to these laws and regulations could result in fines and penalties.

Employees

As of December 30, 2010, the Company and the operating entities had about 700employees through GEHZ, GENJ, GEXN, United Joy, UpjoyGreatgrand and their operations.

As of April 15, 2011, the Company in connection with its currently-operating subsidiaries has approximately85 total employees.  GME Holdings has approximately 10 employees; Great China Media Limited has approximately 70 employees; and Great China Games Limited has approximately 5 employees.


Item 1A.  Risk Factors

We are subject to the reporting requirements of federal securities laws, which can be expensive.

We are a public reporting company in the U.S. and, accordingly, subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders will cause our expenses to be higher than they would be if we remained a privately-held company.

Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be time consuming, difficult and costly.

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by Sarbanes-Oxley.  We may need to hire additional financial reporting, internal controls and other finance staff in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with Sarbanes-Oxley’s internal controls requirements, we may not be able to obtain the independent accountant certifications that Sarbanes-Oxley Act requires publicly-traded companies to obtain.

There is not now, and there may not ever be, an active market for our common stock.

There currently is no market for our common stock. Further, although our common stock may be quoted on the OTC Bulletin Board, trading of our common stock has been, and may continue to be, extremely sporadic. For example, several days may pass before any shares may be traded. We cannot assure you that a more active market for the common stock will develop.
 
Because we became public by means of a “reverse merger”, we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we will become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. We cannot assure you that brokerage firms will want to conduct any secondary offerings on behalf of our company in the future.

We cannot assure you that the common stock will become liquid or that it will be listed on a securities exchange.

We would like to list our common stock on the American Stock Exchange or the NASDAQ Capital Market as soon as practicable. However, we cannot assure you that we will be able to meet the initial listing standards of either of those or of any other stock exchange, or that we will be able to maintain any such listing. Until the common stock is listed on an exchange, we expect that it would be eligible to be quoted on the OTC Bulletin Board, another over-the-counter quotation system, or in the “pink sheets.” In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of the common stock. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.
 
 
 
14

 

 
There may be issuances of shares of preferred stock in the future.

Although we currently do not have preferred shares outstanding, the board of directors could authorize the issuance of a series of preferred stock that would grant holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends would be declared to common stockholders, and the right to the redemption of such shares, possibly together with a premium, prior to the redemption of the common stock. To the extent that we do issue preferred stock, the rights of holders of common stock could be impaired thereby, including without limitation, with respect to liquidation.

We have never paid dividends.

We have never paid cash dividends on our common stock and do not anticipate paying any for the foreseeable future.

Our common stock is considered a “penny stock.”

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore is a “penny stock.” Broker and dealers effecting transactions in “penny stock” must disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect your ability to sell shares. In addition, if our common stock is quoted on the OTC Bulletin Board as anticipated, investors may find it difficult to obtain accurate quotations of the stock, and may find few buyers to purchase such stock and few market makers to support its price.
 
Risks relating to doing business in China

Substantially all of our business assets are located in China, and substantially all of our sales are derived from China. Accordingly, our results of operations, financial position and prospects are subject to a significant degree to the economic, political and legal development in China.

The operating entities derive a substantial portion of sales from China

Substantially all sales by the operating entities are generated from China. We anticipated that sales of the operating entities’ products in China will continue to represent a substantial proportion of our total sales in the near future. Any significant decline in the condition of the PRC economy could adversely affect consumer buying power and reduce consumption of their products, among other things, which in turn would have a material adverse effect on our business and financial condition.

The ability to implement planned development depends on many factors, including the ability to receive various governmental permits.

In accordance with PRC laws and regulations, the operating entities are required to maintain various licenses and permits in order to operate at each production facility including, without limitation, hygiene permits and industrial products production permits. The operating entities are required to comply with applicable hygiene and food safety standards in relation to production processes. Failure to pass these inspections, or the loss of or suspend some or all of production activities, could disrupt their operations and adversely affect our business.
 
 
 
15

 

 
Changes in the policies of the Chinese government could have a significant impact upon the ability to sustain growth and expansion strategies.

Since 1978, the PRC government has promulgated various reforms of its economic system and government structure. These reforms have resulted in significant economic growth and social progress for China in the last two decades. Many of the reforms are unprecedented or experimental, and such reforms are expected to be modified from time to time. Although we cannot predict whether changes in China’s political, economic and social conditions, laws, regulations and policies will have any materially adverse effect on the operating entities’ current or future business, results of operation or financial condition.
 
The operating entities’ ability to continue to expand business depends on a number of factors, including general economic and capital market conditions in China and credit availability from banks and other lenders in China. Recently, the PRC government has implemented various measures to control the rate of economic growth and tighten its monetary policies. Slower economic growth rate may in turn have an adverse effect on the ability to sustain the growth rate historically achieved due to the aggregate market demand for consumer goods like bottled water. 

Fluctuation in the value of the RMB may have a material adverse effect on your investment.

The value of RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions.  The operating entities’ revenues and costs are mostly denominated in RMB.  Any significant fluctuation in value of RMB may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of our stock in U.S. dollars.  For example, an appreciation of RMB against the U.S. dollar would make any new RMB denominated investments or expenditures more costly, to the extent that the operating entities need to convert U.S. dollars into RMB for such purposes.  In addition, the depreciation of significant U.S. dollar denominated assets could result in a charge to our income statement and a reduction in the value of the assets of the operating entities.

We must comply with the Foreign Corrupt Practices Act.

We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business.  Foreign companies, including some of our competitors, are not subject to these prohibitions.  Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in mainland China.  If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage.  Although we inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible.  If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties.

Failure to comply with the State Administration of Foreign Exchange regulations relating to the establishment of offshore special purpose companies by PRC residents may adversely affect the operating entities.

On October 21, 2005, the State Administration of Foreign Exchange issued a new public notice which became effective on November 1, 2005. The notice requires PRC residents to register with the local State Administration of Foreign Exchange branch before establishing or controlling any company, referred to in the notice as a “special purpose offshore company”, outside of China for the purpose of capital financing. PRC residents who are shareholders of a special purpose offshore company established before November 1, 2005 were required to register with the local State Administration of Foreign Exchange Branch. Our beneficial owners need to comply with the relevant the State Administration of Foreign Exchange requirements in all material respects in connection with our investments and financing activities. If such beneficial owners fail to comply with the relevant the State Administration of Foreign Exchange requirements, such failure may subject the beneficial owners to fines and legal sanctions and may also adversely affect our business operations.
 
 
 
16

 
 
 
Because assets and operations of the operating entities are located outside the United States and a majority of our officers and directors are non-United States citizens living outside of the United States, investors may experience difficulties in attempting to enforce judgments based upon United States federal securities laws against us and our directors. United States laws and/or judgments might not be enforced against us in foreign jurisdictions.

All of our holdings are held through a subsidiary corporation organized and located outside of the United States, and all the assets of our subsidiary and the operating entities are located outside the United States. In addition, all of our officers and directors are foreign citizens. As a result, it may be difficult or impossible for U.S. investors to enforce judgments made by U.S. courts for civil liabilities against the operating entities or against any of our individual directors or officers. In addition, U.S. investors should not assume that courts in the countries in which our subsidiary is incorporated or where the assets of our subsidiary or the operating entities are located (i) would enforce judgments of U.S. courts obtained in actions against us or our subsidiary based upon the civil liability provisions of applicable U.S. federal and state securities laws or (ii) would enforce, in original actions, liabilities against us or our subsidiary based upon these laws. 

The legal system in China has inherent uncertainties that may limit the legal protections available in the event of any claims or disputes with third parties.

The legal system in China is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, the central government has promulgated laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. As China’s foreign investment laws and regulations are relatively new and the legal system is still evolving, the interpretation of many laws, regulations and rules is not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit the remedies available in the event of any claims or disputes with third parties. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

The Chinese government exerts substantial influence over the manner in which we the operating entities must conduct their business activities.

The operating entities depend on their relationships with the local governments in the province in which they operate. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.  Operations in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters.  We believe that the operating entities are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.  Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.
 
We may have difficulty establishing adequate management, legal and financial controls in the PRC.

The PRC historically has been deficient in Western style management and financial reporting concepts and practices, as well as in modern banking, computer and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards. We concluded that our internal controls over financial reporting were not effective as of the periods for our annual reports for the fiscal years December 31, 2008, 2009, and 2010.


 
17

 

 
Competition may increase in the industry.

We may in the future compete for potential customers with current companies not yet offering services in our industry and/or new companies to the industry.  Competition in the industry may increase in the future.  Increased competition could result in price reductions, and reduced margins or loss of market share.

There can be no assurance that we will be able to compete successfully against future competitors. If we are unable to compete effectively, or if competition results in a deterioration of market conditions, our business and results of operations would be adversely affected.

Our profitability depends, in part, on our ability to provide customer satisfaction, and if we are unable to maintain this, we could lose our competitive advantage.

We believe our brand has gained recognition by customers and consumers.  We believe this is largely due to our high standards of quality control.  If we fail to continue to maintain this, we could potentially lose customers, which would adversely affect our operations.

The success of our business depends on maintaining key personnel who may terminate their employment with us at any time, and we will need to hire additional qualified personnel.

We rely heavily on the services of our management, as well as sales staff.  Loss of the services of any such individuals would adversely impact our operations.  In addition, we believe that both our management and sales staff represent a significant asset and provide us with a competitive advantage over many of our competitors and that our future success will depend upon our ability to retain these key employees and our ability to attract and retain equally skilled employees.

If we are unable to attract, train and retain highly qualified personnel, the quality of our services may decline and we may not successfully execute our internal growth strategies.

Our success depends in large part upon our ability to continue to attract, train, motivate and retain highly skilled and experienced employees, including sales and management staff.  Qualified employees periodically are in great demand and may be unavailable in the time frame required to satisfy our customers’ requirements.  While we currently have available ample staff for the requirements of our business, expansion of our business could require us to employ additional staff.

There can be no assurance that we will be able to attract and retain sufficient numbers of highly skilled sales and management staff in the future. The loss of personnel or our inability to hire or retain sufficient personnel at competitive rates of compensation could impair our ability to secure and complete customer engagements and could harm our business.

We are exposed to risks associated with the ongoing financial crisis and weakening global economy, which increase the uncertainty of consumers purchasing products and/or services.

The recent severe tightening of the credit markets, turmoil in the financial markets, and weakening global economy are contributing to a decrease in spending by consumers.  If these economic conditions are prolonged or deteriorate further, the market for our services could potentially decrease accordingly.

We have experienced product and service changes in our industry. New products and services may provide additional alternatives and result in a decrease in our consumer base.

The industry, in which we compete, in general, is a quickly changing industry. Our future success will depend on our ability to appropriately respond to changing changes in customer preferences, as well as new products or services being offered by our competitors.  If we adopt products and services that are not attractive to consumers, we may not be successful in capturing or retaining a significant share of our market.  
 
 
 
18

 

 
Existing regulations, and changes to such regulations, may present barriers to the use of our products and/or service, which may significantly reduce demand for our products and/or services.

Our services are currently only regulated by general company laws and regulations.  We currently comply with the regulations that have been set forth.  However, a change in these regulations could create unknown barriers in continuing our operations as they currently exist.  

Our success depends on providing products and services that create an enjoyable experience for our customers.

Our Company must continue be aware of our customer’s needs and satisfaction of the services we offer.  The Company’s operating results would suffer if we were not responsive to the needs of our customers.  

Our Company could potentially experience rapid growth in operations, which would place significant demands on the Company’s management, operational, and financial infrastructure.

If the Company does not effectively manage its growth, the quality of its products and services could suffer, which could negatively affect the Company’s brand and operating results.  To effectively manage this growth, the Company will need to continue to improve its operational, financial, and management controls and its reporting systems and procedures.  Failure to implement these improvements could hurt the Company’s ability to manage its growth and financial position.

The brand identity that the Company has developed has contributed to the success of its business. Maintaining and enhancing the Company’s brand image is critical to expanding the Company’s base of customers and members.

The Company believes that the importance of brand recognition will increase due to the relatively low barriers to entry in the market.  If the Company fails to maintain and enhance the Company’s brand, or if it incurs excessive expenses in this effort, the Company’s business, operating results and financial condition will be materially and adversely affected. Maintaining and enhancing the Company’s brand will depend largely on the Company’s ability to continue to provide high-quality products and services.

Item 1B.  Unresolved Staff Comments
 
Not Applicable.
 
Item 2.  Properties
 
The following properties are leased by the Company and the Subsidiaries:
 
Entity
 
Locations and addresses
 
Areas
 
Rent
 
Leasing period until
 
Owner
GME Holdings Limited
 
Suite 1902, 19/F., Tower II, Kodak House, Quarry Bay, Hong Kong
 
2,853 square feet
 
$6,584 per month
 
July 27, 2012
 
China Vision Limited
Great China Media Limited
 
Room A, 18/F., Phase 1, Kingsford Industrial Building, 26-32 Kwai Hei Street, Kwai Chung, N.T.,Hong Kong
 
4100 square feet
 
$21,795 per month
 
January 31, 2012
 
China Culture Limited
Great China Games Limited
 
Shop 16 and 20, G/F., Wonder Building, 161-175 Fuk Wa Street, Shamshuipo, Kowloon, Hong Kong
Shop 159, 1/F., Oriental 188, 188 Wan Chai Road,  Hong Kong
 
350 square feet
 
 
60 square feet
 
$2,000 per month
 
 
$1,923 per month in rent
 
May 31, 2012
 
 
July 18, 2012
 
China Culture Limited
 
 
Lee Foon Siu
 
 
 
19

 

 
Item 3.  Legal Proceedings

To the knowledge of our management, there is no litigation currently pending or contemplated against us or any of our officers or directors in their capacity as such.
 
Item 4.  [REMOVED AND RESERVED]
 
 
PART II
 
Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Our common stock has been traded on the Over the Counter Bulletin Board (OTCBB) under the symbol “GEBD,” since May 22, 2008.  The following table sets forth the high and low bid information for our common stock from the commencement of trading on May 22, 2008 through March 31, 2011 as reported by OTCBB.

 
Period
 
Low ($)
   
High ($)
 
2011  First Quarter
 
$
0.09
   
$
0.12
 
2010  Fourth Quarter
 
$
0.09
   
$
0.18
 
2010  Third Quarter
 
$
0.15
   
$
0.16
 
2010  Second Quarter
 
$
0.16
   
$
0.22
 
2010First Quarter
 
$
0.1
   
$
0.36
 
2009Fourth Quarter
 
$
0.05
   
$
0.35
 
2009Third Quarter
 
$
0.25
   
$
0.35
 
2009Second Quarter
 
$
0.28
   
$
0.5
 
2009First Quarter
 
$
0.25
   
$
1.01
 
2008Fourth Quarter
 
$
1.01
   
$
3.75
 
2008Third Quarter
 
$
1.50
   
$
3.49
 
2008Second Quarter (Beginning May 22, 2008) (1)(2)
 
$
2.25
   
$
2.65
 
 
(1) Our common stock commenced trading on May 22, 2008.
(2) On April 16, 2008, our board of directors approved a 1-for-5 forward stock split (the “Forward Split”) of our common stock. The record date for the Forward Stock split was April 26, 2008.  Pursuant to the Forward Split, every one (1) share of our then issued and outstanding Common Stock was reclassified and divided into five (5) post-split shares of our Common Stock.  

Number of Holders of Common Stock
 
The number of holders of record of our common stock on April15, 2011, was fifty four.

Dividends
 
There were no cash dividends or other cash distributions made by us during the fiscal year ended December 31, 2008, the fiscal year ended December 31, 2009, or the fiscal year ended December 31, 2010. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition.  The payment of any dividends is within the discretion of our board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.
 

 
20

 

 
Recent Sales of Unregistered Securities and Use of Proceeds

On March 9, 2011, the Company acknowledged the execution of a certain PURCHASE AND ASSIGNMENT AGREEMENT between Great East Bottles & Drinks (BVI), Inc. (the “Assignor”) and Chan KaWai (the “Assignee”) whereby the Assignor assigned the rights of a certain past due promissory note dated December 31, 2010, due by the Company in the principal amount of HK$10,834,900 (the “Note”) to the Assignee. As consideration for assignment of the Note by Assignor, Assignee agreed to pay Assignor or its designees consideration in the aggregate sum of $600,000 United States Dollars.

Thereafter, the Assignee provided notice to the Company that he elected to convert the debt represented by the Note into shares of common stock of the Company and the Company agreed to convert the Note into 15,474,000 shares of common stock of the Company.
 
Repurchases of Equity Securities
 
None.
 
Equity Compensation Plan Information
 
None.
 
Item 6.   Selected Financial Data
 
As a smaller reporting company, we are not required to include this information in our annual report on Form 10-K/A.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Note regarding forward – looking statements

This annual 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-Q 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-K/A to “we”, “us”, “our”, “the Registrant”, “our Company” or “the Company” are to Great East Bottles & 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.

 
 
21

 
 
 
Critical Accounting Policies and Estimates

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our consolidated financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.

We recognize revenue in accordance with ASC 605. All of the following criteria must exist in order for us to recognize revenue:

 
Persuasive evidence of an arrangement exists;
 
Delivery has occurred;
 
The seller's price to the buyer is fixed or determinable; and
 
Collectability is reasonably assured.

The majority of the Company's revenue results from sales contracts with direct customers and revenues are generated upon the shipment of goods. The Company's pricing structure is fixed and there are no rebate or discount programs. Management conducts credit background checks for new customers as a means to reduce the subjectivity of assuring collectability. Based on these factors, the Company believes that it can apply the provisions of ASC 605 with minimal subjectivity.

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.

Note regarding forward – looking statements

This annual 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-Q 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-K/A to “we”, “us”, “our”, the Registrant, our Company or the Company are to Great East Bottles & 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.
 
 
 
22

 

 
Critical Accounting Policies and Estimates

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our consolidated financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Revenue recognition

For continuing operations, the Company is principally engaged in trading of ecological products. Revenue represents invoiced value of goods sold and is recognized when the following criteria are met:

(i) Persuasive evidence of an arrangement exists;
(ii) Delivery has occurred;
(iii) Seller’s price to the buyer is fixed or determinable; and
(iv) Collectability is reasonably assured.

For discontinued operations, the Company recognizes revenue from sale of beverage bottles and OEM bottled water 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.

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.

On October 26, 2010, the Company entered into an Acquisition Agreement with Mr. Wong Heong Kin to acquire 100% of Water Scientific in exchange for 500,000 shares of common stock of the Company. The results of Water Scientific are consolidated from the date of acquisition.

On December 30, 2010, the Company sold GEBD BVI in exchange for Mr. Chung surrendering 31,498,000 shares of common stock.   GEBD BVI is principally engaged in the production of beverage bottles and OEM of bottled water.  The results from GEBD BVI are reported as discontinued operations in the consolidated financial statements.

Results of continued Operations – Twelve Months Ended December 31, 2010 as Compared to twelve months ended December 31, 2009.
 
 
 
23

 

 
The following table summarizes the results of our continued operations during the twelve-month period ended December 31, 2010 and 2009, and provides information regarding the dollar and percentage increase or (decrease) from the twelve-month period ended December 31, 2010 to the twelve-month period ended December 31, 2009.

 
Twelve months ended December 31,
             
 
2010
   
2009
   
Increase /(decrease)
   
% Increase /(decrease)
 
Revenue
  $ -     $ -     $ -       - %
Cost of sales
    -       -       -       - %
Gross profit
    -       -       -       - %
General & administrative
    1,426,484       947,362       479,122       50.57 %
Sales & marketing
    -       -       -       - %
Income from operations
    (1,426,484 )     (947,362 )     (479,122 )     (50.57 ) %
Other expense
    (365 )     -       (365 )     N/A %
Provision for taxation
    -       -       -       - %
Minority interests
    -       -       -       - %
Net income/(loss)
    (1,426,849 )     (947,362 )     (479,487 )     (50.61 ) %

General and administrative expenses

General and administrative expenses increased from $947,362 in the twelve months of 2009 to $1,426,484 for the same period of 2010, representing an increase of $479,122 or 50.57%. The increase was mainly due to goodwill impairment of $785,585 from acquisition of Water Scientific in the year ended 2010.

Net income

Net Loss for the twelve months ended December 31 of 2010 was $1,426,849 as compared to net loss was $947,362 in the same period 2009. The decrease was mainly attributable to the increase in general and administrative expenses.

Liquidity and Capital Resources from continued operations

Cash

Our cash balance at December 31, 2010 was $56,735, representing an increase of $56,735, compared with our cash balance of $nil as at December 31, 2009. The increase was mainly attributable to the acquisition of Water Scientific.

Cash flow

Continued Operating Activities

Net cash used in continued operating activities during the twelve months ended December 31 of 2010 amounted to $808,192, which is in line with net cash outflows from continued operating activities of $847,362 in the same period of 2009.

Continued Investing Activities

Net cash from investing continued activities was $10,588 for the twelve months ended December 31 of 2010, representing an increase of $10,588. The increase was mainly attributable to the company acquisition of Water Scientific.
 

 
24

 

 
Continued Financing Activities

Net cash provided by financing continued activities was $854,263 for the twelve months ended December 31 of 2010, representing an increase of $6,901 over the net cash $847,362 provided by the same period of 2009. The change was primarily due to an increase in amount due to a related party.

Working capital

Our net current liabilities increased by $1,439,620 to $2,286,982 at December 31, 2010 from $847,362 at December 31, 2009, the increase in net current liabilities was mainly due to increase in amount due to a related parties for the year ended 2010.

Subsequent to the balance sheet date, on March 31, 2011, the Company sold its operations to Mr. Wong Heong Kin and Mr. Chung A. Tsan Guy (collectively known as the “Buyers”). As a consideration for this transaction, the Buyers will assume all of the assets and liabilities of Water Scientific.

Results of discontinued operations – Twelve Months Ended December 31, 2010 as Compared to twelve months ended December 31, 2009.

The following table summarizes the results of discontinued operations during the twelve-month period ended December 31, 2010 and 2009, and provides information regarding the dollar and percentage increase or (decrease) from the twelve-month period ended December 31, 2010 to the twelve-month period ended December 31, 2009.

 
Twelve Months ended December 31,
             
 
2010
   
2009
   
Increase/ (decrease)
   
% Increase /(decrease)
 
Revenue
  $ 44,155,538     $ 47,845,825     $ (3,690,287 )     (7.71 ) %
Cost of sales
    35,894,026       35,909,267       (15,241 )     (0.04 ) %
Gross profit
    8,261,512       11,936,558       (3,675,046 )     (30.79 ) %
General & administrative
    4,730,881       3,571,438       1,159,443       32.46 %
Selling and distribution
    1,030,958       1,031,579       (621 )     (0.06 ) %
Operating income
    2,499,673       7,333,541       (4,833,868 )     (65.91 ) %
Other expense
    (1,053,484 )     (608,082 )     (445,402 )     73.25 %
Total other expense
    (1,198,067 )     (745,682 )     (452,385 )     60.67 %
Provision for taxation
    382,125       1,159,279       (777,154 )     (67.04 ) %
Net income attributable to noncontrolling interests
    1,048,472       3,635,486       (2,587,014 )     (71.16 ) %
Net income/(loss) from discontinued operations
    (128,991 )     1,793,095       (1,922,086 )     N/A %

Revenues

Sales revenue decreased from $47,845,825 during the twelve-month period ended December 31, 2009 to $44,155,538 in the same period in 2010, representing a 7.71% decrease. The decrease in revenue was mainly due to the decrease in demand of PET bottles from Coca – Cola and Pepsi, which are our major customers.


 
25

 

 
Cost of sales and gross margin

Cost of sales decreased from $35,909,267 during the twelve-month period ended December 31, 2009 to $35,894,026 in the same period in 2010, representing a 0.04% decrease. The decrease was due to the decrease in sales during the twelve-month period ended December 31, 2010 as compared to the same period last year. We recorded a gross margin of 18.71% during the twelve-month period ended December 31, 2010, a decrease of nearly 6.24% as compared to 24.95% in the same period last year. The decrease was mainly due to the increase in production costs, which lowered the gross profits.

Selling and distribution

Sales and marketing expenses decreased by $621 or 0.06 % from $1,031,579 during the twelve-month period ended December 31, 2009 to $1,030,958 in the same period 2010. The increase was mainly due to the decrease in courier expenses.

General and administrative

General and administrative expenses increased from $3,571,438 during the twelve-month period ended December 31, 2009 to $4,730,881 for the same period 2010, representing an increase of $1,159,443 or 32.46%. The increase was mainly a result of increase in staff costs, including social insurance costs for staff.

Net income

Net loss during the twelve-month period ended December 31, 2010 was $128,991 as compared to net income $1,793,094 in the same period 2009. The material decrease was mainly attributable to the increase in staff costs during the period.

Cash flow

Discontinued Operating Activities

Net cash used in discontinued operating activities during the twelve months ended December 31 of 2010 amounted to $1,695,541 as compared to net cash provided by discontinue operating activities of $6,764,376 in the same period of 2009, representing an increase of $8,459,917. The increase was mainly attributable to increase in used in discontinued operating activities.

Discontinued Investing Activities

Net cash used in discontinued investing activities was $11,902,481 for the twelve months ended December 31 of 2010, representing an increase of $8,873,512. The increase was mainly attributable to increase in used in discontinued investing activities (Include disposal of GEBD (BVI)).

Discontinued Financing Activities

Net cash provided by discontinued financing activities was $12,519,067 for the twelve months ended December 31 of 2010, representing an increase of $14,821,144 over the net cash $2,302,077 used in the same period of 2009. The change was primarily due to an increase in provided by discontinued financing activities.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements


 
26

 

 
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.
 
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
 
As a smaller reporting company, we are not required to include this information in our annual report on Form 10-K/A.
 
Item 8.   Financial Statements and Supplementary Data

The response to this item is included in a separate section of this Annual Report. See “Index to Consolidated Financial Statements” on Page F-1.
 
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable.
 
Item 9A.  (T) Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer, or CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2010. Based on that evaluation and as described below under “Management’s Report on Internal Control Over Financial Reporting”, we have identified a material weakness in our internal control over financial reporting. As a result of this material weakness and as a result of our failure to identify this material weakness in our internal control over financial reporting as a material weakness in our disclosure controls and procedures, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of December 31, 2010.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).  Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. In connection with management's assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified the following material weakness in our internal control over financial reporting as of December 31, 2010:
 
 
1.
Insufficient accounting personnel with the appropriate level of accounting knowledge, experience and training in the application of accounting principles generally accepted in the United States commensurate with financial statement reporting requirements.
 
As a result, we have concluded that our internal controls over financial reporting are not effective as of December 31, 2010.
 

 
27

 

 
Remediation of Material Weakness in Internal Control

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can only provide reasonable assurances with respect to financial statement preparation and presentation. In addition, any evaluation of effectiveness for future periods is subject to the risk that controls may become inadequate because of changes in conditions in the future.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

To remediate the material weakness surrounding this, we have performed and are continuing to perform, among others, the following actions:

additional training of our accounting personnel by our independent accountants of the proper format and compilation of data for US GAAP financial statements;
implementation of new software to facilitate the handling of all financial data as well as the accumulation of data in a format more user friendly to the preparation of US GAAP financial statements; and
additional coordination with our local accountants and auditors to strengthen our controls in an attempt to supplement the additional training of our employees.
 
The Company has begun to convene meetings among its top executives to address budgeting issues.  As a private company for over fourteen years, the budgeting process was never formalized.  We have recently begun to utilize an independent third party to assist in the preparation of formal budget forecasts
 
Changes in Internal Control over Financial Reporting
 
Our Certifying Officers have indicated that there were significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were such control actions with regard to significant deficiencies and material weaknesses.  We have performed, among others, the following actions:

additional training of our accounting personnel by our independent accountants of the proper format and compilation of data for US GAAP financial statements;
implementation of new software to facilitate the handling of all financial data as well as the accumulation of data in a format more user friendly to the preparation of US GAAP financial statements; and
additional coordination with our local accountants and auditors to strengthen our controls in an attempt to supplement the additional training of our employees.
 
Item 9B.  Other Information
 
None.
 

 
28

 

 
PART III
 
Item 10.  Directors, Executive Officers and Corporate Governance
 
At December 31, 2010, our directors and executive officer were (since December 31, 2010, these are no longer the officers and directors of the Company, the list of the Company’s current officers and directors follows the table below):

Name
 
Age
 
Position
Stetson Chung(1)
 
43
 
Chief Executive Officer, President, Director
Elvan Kwong(1)
 
44
 
Chief Operating Officer
Danny Poon(1)
 
38
 
Chief Financial Officer

(1)  
Additional information about these individuals can be found on the Company’s previous Form 10-K for the period ending December 31, 2009, which was filed with the SEC on March 24, 2010.

Our current directors and executive officers are as follows:
 
Name
 
Age
 
Position
YauWai Hung
 
36
 
Chief Executive Officer and Director
Kwong Kwan Yin Roy
 
35
 
Director
Chan Wing Hing
 
43
 
Director
Cheung Wai Kit
 
36
 
Director
Chan KaWai
 
30
 
Director
 
Mr. Kwong Kwan Yin Roy, age 35, received his education at Poly University Hong Kong. He joined Hong Kong Television Broadcasts Limited in 1997, where he was responsible for variety and music shows and became familiar with the operation of the electronic media. He joined Hong Kong Emperor Entertainment in 2000, where he was responsible for corporate promotion of music, film, and production. Mr. Kwong has experience in advertising, corporate matters and brand building. In 2004, he successfully formed an alliance between California Red Group (a karaoke operator) with NEWAY (a karaoke operator) and Emperor Group. During his experience at Emperor Group, Mr. Kwong organized a number of large-scale publicity projects including work for the top artist in Hong Kong and China.

Mr. Chan Wing Hing, age 43, finished his formal education in Hong Kong. Mr. Chan set up his first publishing company in 1997 and has established several magazines.  In 2002, he consolidated all of his magazines into China Culture Limited. Mr. Chan has extensive experience in the areas of publishing and distribution.

Mr. YauWai Hung, age 36, received his education at St.FrancisXavierCollege in Hong Kong. Mr. Yau started working at Gaming Industrial in 1991 and later sold his retail company to a listed company in Hong Kong in 1997. Mr. Yau joined China Culture Limited in 2006 and successfully converted its magazine content into electronic form and into a major mobile and broadband operator in Hong Kong, Singapore, Taiwan and Macau. In 2010 Mr. Yau successfully coordinated with soccer stars Gary Neville and Van De Sar to provide exclusive World Cup expert analysis to the Hong Kong Jockey Club.

Mr. Cheung, 36, is currently the Chief Producer of Cross Media. Since 1993, he has worked at several well-known mass media companies such as ATV, Culturecom Holdings Limited, and Next Media. In 1997, Mr. Cheung established many popular magazines such as Game Weekly, Game Wave, Soccer Wave and has since become familiar with the publishing and magazine distribution procedures. Since 2007, Mr. Cheung has established web and video programs about TV games and has acted as the anchorperson within these programs, performing demonstrations, analyzing and commenting on TV games.


 
29

 

 
Mr. Chan KaWai, 30, received his education as the TuenMunCatholicSecondary School and the JuChing Chu Secondary School.  From 1997 to 2007, he worked at Crown Worldwide (Hong Kong) Limited, first as an Operational Assistant and then as a Team Leader.  Since 2008 he has worked at Iron Mountain Hong Kong where he serves as a Supervisor.
 
CORPORATE GOVERANCE
 
Number and Term of Directors
 
We currently have five directors of the Company.  All directors of our company hold office until the next annual meeting of our shareholders and until such director’s successor is elected and has been qualified, or until such director’s earlier death, resignation or removal. The following table sets forth the names, positions and ages of our executive officers and directors. Our board of directors elects officers and their terms of office are at the discretion of our board of directors.

Audit Committee

In October 2009, our board of directors established an audit committee.  The scope of the audit committee includes:

 
oversight over independent auditors (including engaging the auditors, receiving reports from auditors, resolving auditor/management disputes, reviewing the quality of the auditing firm, compensating the auditors, approving non-audit services, and replacing the auditors, when necessary), and acting as a channel for communication between the independent auditors and the full board;
 
oversight of financial reporting, including recommending to the full board that financial information be included in the annual report filed with the SEC;
 
oversight over the certifications attached to this annual report;
 
oversight over internal control over financial reporting and disclosure controls and procedures;
 
oversight over the internal audit function;
 
preparation of the audit committee report, for inclusion in the company's annual proxy statement;
 
adoption and maintenance an audit committee charter; and
 
maintenance of “whistleblower” systems.
 
Other Committees

None.
 
Family Relationships

Stetson Chung, our previous officer and director is the son of Guy A-Tsan Chung.

There are no other family relationships.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions in accordance with applicable federal securities laws. The Code was filed as Exhibit 14 to our Registration Statement on Form SB-2 (Registration No. 333-139008).
 
Changes in Director Nomination Process for Stockholders
 
None.
 

 
30

 

Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Securities Exchange Act requires our directors, executive officer and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission. Our directors, executive officer and persons who own more than 10% of our common stock are required by Securities and Exchange Commission regulations to furnish to us copies of all Section 16(a) forms they file. To our knowledge, based solely upon a review of Forms 3, 4 and 5 and amendments to these forms furnished to the Company, none of our directors, executive officer or persons who own more than 10% of our common stock filed Forms 3, 4 and 5 on a timely basis during the year ended December 31, 2010.
 
Item 11.   Executive Compensation

 
The following table sets forth all cash compensation paid or to be paid by the Company, as well as certain other compensation paid or accrued, during each of the Company’s last three fiscal years to each of the following named executive officers (the “Named Executive Officers”):
 
SUMMARY COMPENSATION TABLE

Name & Principal Position
Year
 
Salary
($)
   
Bonus
($)
   
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive
 Plan
Compensation
($)
   
Change in
 Pension value
and Nonqualified
deferred
compensation
earnings
($)
   
All other
Compensation
($)
   
Total
($)
   
Stetson Chung,
2010
   
0
     
0
     
0
     
0
     
0
     
0
 
0
 
0
 
CEO, President
2009
   
0
     
0
     
0
     
0
     
0
     
0
 
0
 
0
 
 
2008
   
0(1)
     
0
     
0
     
0
     
0
     
0
 
0
 
0
 
                                                           
Danny Poon,
2010
   
0
     
0
     
0
     
0
     
0
     
0
 
0
 
0
 
CFO
2009
   
0
     
0
     
0
     
0
     
0
     
0
 
0
 
0
 
(1)  Although no compensation was paid to our officers in 2008, in 2008 Stetson Chung accrued compensation in the amount of $90,000. Mr. Chung waived such compensation and it has been accounted for as paid in capital.

Employment Agreements

None.

Equity Compensation Plans
 
We do not maintain any equity compensation plans and we have not granted any stock options or stock appreciation rights or any awards under long-term incentive plans.

Pension Benefits

We do not sponsor any qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

We do not maintain any non-qualified defined contribution or deferred compensation plans.
 

 
31

 


DIRECTOR COMPENSATION

The following table summarizes compensation that our directors earned during 2010 for services as members of our Board.

Name
Fees Earned or Paid in Cash ($)
Options Awards ($)
All Other Compensation ($)
Total ($)
Stetson Chung
0
0
0
0
  
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following table sets forth, as of April 1, 2011, certain information regarding beneficial ownership of our common stock by each person who is known by us to beneficially own more than 5% of our common stock. The table also identifies the stock ownership of each of our directors, our officer, and all directors and our officer as a group. Except as otherwise indicated, the stockholders listed in the table have sole voting and investment powers with respect to the shares indicated.
 
Shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options, warrants or other similar convertible or derivative securities are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Name and Address of Beneficial Owner
Amount and
 Nature of Beneficial
Ownership(1)
Percentage of
Outstanding
 Common Stock(1)
Stetson Chung
0
0%
Cheung Wai Kit, Director (2)
0
0%
Chan KaWai, Director (2)
21,573,400
87.4%
Chan Wing Hing, Director (2)
0
0%
Kwong Kwan Yin Roy, Director (2)
0
0%
YauWai Hung, CEO and Director (2)
0
0%

(1)  
Based on 24,676,000 outstanding shares of common stock on April 1, 2011.
(2)  
The business address for each of our officers and directors is 203 Hankow Center, 5-15 Hankow Road, Tsimshatsui, Kowloon, Hong Kong.

Item 13.  Certain Relationships and Related Transactions, and Director Independence

There has not been since January 1, 2010, nor is there currently pending any transaction or series of similar transactions to which we were or are to be a party in which the amount involved exceeded $120,000 and in which any director, executive officer, holder of more than 5% of our Common Stock or any member of the immediate family of any of these persons had or will have a direct or indirect material interest other than the following:

On October 26, 2010, the Company entered into, and completed, an Acquisition Agreement with Water Scientific and the shareholder of Water Scientific whereby the Company acquired 100% of Water Scientific in exchange for 500,000 shares of common stock of the Company.

On December 30, 2010, the Company entered into an Asset Purchase and Sale Agreement with Chung A. Tsan Guy whereby the Company sold its subsidiary GEBD BVI in exchange for Mr. Chung surrendering 31,498,000 shares of common stock of the Company.

On March 9, 2011, the Company acknowledged the execution of a certain Purchase and Assignment Agreement GEBD BVI and Chan KaWai whereby the GEBD BVI assigned the rights of a certain past due promissory note dated December 31, 2010, due by the Company in the principal amount of HK$10,834,900 (the “Note”) to the Chan KaWai. As consideration for assignment of the Note by GEBD BVI, Chan KaWai agreed to pay GEBD BVI or its designees consideration in the aggregate sum of $600,000 United States Dollars.Thereafter, the Chan KaWai provided notice to the Company that he elected to convert the debt represented by the Note into shares of common stock of the Company and the Company agreed to convert the Note into 15,474,000 shares of common stock of the Company.
 
 
 
32

 

 
Director Independence
 
The Company’s directors as of December 31, 2010 and currently are not an “independent director” within the meaning of Rule 121(A) of the American Stock Exchange Company Guide and Rule 10A-3 promulgated under the Securities Act of 1934, as amended.

Item 14.  Principal Accountant Fees and Services

On January 14, 2008, the Company engaged Madsen & Associates CPA Inc. (“Madsen”) as its new principal independent accountants.  The decision to engage Madsen as the Company’s principal independent accountants was approved by the Company’s Board of Directors on April 18, 2008.  During the Company’s fiscal years ended December 31, 2007 and 2006 and through January 14, 2008, the Company did not consult with Madsen on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and Madsen did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
 
The Company paid the following fees to its auditors during its fiscal years ended December 31, 2010, 2009, and 2008:

Fee Category
 
2010
 
2009
   
2008
 
Audit fees – Madsen
 
$82,000
 
$
52,600
   
$
42,370
 
                     
Audit Fees
 
Audit fees consist of fees for professional services rendered for the audit of the Company’s financial statements and review of the final financial statements included in our annual reports on Form 10-K/A.
 
Audit Related Fees
 
We did not incur any audit-related fees with Madsen for the years ended December 31, 2010, 2009, and 2008.
 
Tax Fees
 
We did not incur any tax fees with Madsen for the years ended December 31, 2010, 2009, and 2008.
 
All Other Fees
 
We incurred $3,000 in service fees from Madsen in 2010. We did not incur any fees with Madsen for other professional services rendered for the years ended December 31, 2009 or 2008.
 
Pre-Approval of Services
 
The Board of Director’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The Board may also pre-approve particular services on a case-by-case basis.
 
 
 
33

 
 
 
Item 15.  Exhibits, Financial Statement Schedules
 
(a)(1) Financial Statements
 
An index to Consolidated Financial Statements appears on page F-1.
 
(b) Exhibits
 
The following Exhibits are filed as part of this report:
 
Exhibit No.
 
Description
3.2
 
Articles of Amendment (2)
31.1
 
Certification of the Principal Executive Officer pursuant to Rule 13-14(a) of the Securities Exchange of 1934
31.2
 
Certification of the Acting Principal Accounting Officer and Principal Financial Officer pursuant to Rule 13-14(a) of the Securities Exchange of 1934
32.1
 
Certificate of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
 
Certificate of the Acting Principal Accounting Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1
 
Audit Committee Charter (3)
 
(1)  
Filed with the SEC on Form SB-2 on November 29, 2006, and its subsequent amendments.
(2)  
Filed with the SEC on Form 8-K on April 21, 2008.
(3)  
Filed with the SEC on Form 10-K on March 24, 2010.

SIGNATURES
 
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC
     
January 17, 2012
By:
/s/ YauWai Hung 
 
Name:
YauWai Hung
 
Title:
Chief Executive Officer 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.
 
January 17, 2012
By:
/s/ YauWai Hung                                            
   
Name:
YauWai Hung
   
Title:
Chief Executive Officer and Director
       
 
January 17, 2012
By:
/s/ YauWai Hung                                            
   
Name:
YauWai Hung
   
Title:
Chief Executive Officer and Director (Acting Principal Accounting Officer)
       

 

 
34

 

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

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010



INDEX




   
Page
     
Report of Independent Registered Public Accounting Firm
 
F-2
     
Consolidated Balance Sheets
 
F-3
     
Consolidated Statements of Operations
 
F.4
     
Consolidated Statements of Changes in Stockholders’ Deficit
 
F.5
     
Consolidated Statements of Cash Flows
 
F.6
     
Notes to Consolidated Financial Statements
 
F-7


 
F-1

 
 

To the Board of Directors and Shareholders of Great China Mania Holdings, Inc. and subsidiaries (formerly Great East Bottles and Drinks (China) Holdings, Inc.) and subsidiaries
Hong Kong
 
 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of Great China Mania Holdings, Inc. and subsidiaries (formerly Great East Bottles and Drinks (China) Holdings, Inc.) and subsidiaries  (the Company) as of December 31, 2010 and 2009 and the consolidated statements of income, stockholders’ equity and comprehensive income and cash flows for each of the years in the two year period ended December 31, 2010.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (“PCAOB”).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used, significant estimates made by management and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements referred to above present fairly, in all material aspects, the consolidated financial position of the Company as of December 31, 2010 and 2009, and the consolidated results of its operations and cash flows for each of the years in the two year period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The Company has restated its financial statements to correct an accounting error resulting from the sale of business assets.  The effects of this restatement is discussed in note 16 to the financial statements.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company does not have the necessary working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are described in the notes to the financial statements.  These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

s/Madsen & Associates CPA’s, Inc.
Madsen & Associates CPA’s, Inc.
April 14, 2011, except for note 16 as to which the date is January 12, 2012
Salt Lake City, Utah


 
F-2

 
 
 
GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC.)
CONSOLIDATED BALANCE SHEETS
December 31, 2010 and 2009
(Restated)

   
2010
 
2009
Assets
       
Current assets
       
     Cash and cash equivalents
$
56,735
$
1,630,739
     Restricted cash
 
-
 
9,771,965
     Accounts receivable
 
-
 
5,620,841
     Inventories
 
-
 
4,348,410
     Amount due from a related party
 
920,293
 
-
     Prepaid expenses and other receivables
 
257
 
2,074,952
     Total current assets
 
977,285
 
23,446,907
         
Property, plant & equipment, net
 
25,273
 
33,661,061
Land use rights, net
 
-
 
614,116
Total assets
$
1,002,558
$
57,722,084
         
Liabilities and equity
       
Liabilities
       
Current liabilities
       
     Accounts payable
$
17,088
$
4,632,352
     Notes payable – trading
 
-
 
1,725,727
     Note payable – motor vehicle
 
7,126
 
-
     Accrued expenses and other payables
 
59,605
 
943,610
     Receipt in advance
 
48,917
 
527,287
     Amount due to a director
 
39,529
 
-
     Amount due to related parties
 
3,082,623
 
16,431,222
     Taxes payable
 
9,379
 
537,520
     Current maturities of long-term bank loans
 
-
 
7,967,013
     Total current liabilities
 
3,264,267
 
32,764,731
Long-term bank loan
 
-
 
3,135,712
Long-term note payable – motor vehicle
 
8,748
 
-
Total liabilities
 
3,273,015
 
35,900,443
         
Shareholders’ equity
       
Common stock, Par value $0.01; 375,000,000 shares authorized; $0.01 par value; 9,202,000 and 40,200,000 shares issued and outstanding as of December 31, 2010 and 2009, respectively
 
92,020
 
402,000
Additional paid in capital
 
5,406,259
 
3,335,106
PRC statutory reserves
 
-
 
919,146
Retained earnings/(accumulated deficit)
 
(7,767,490)
 
658,399
Accumulated other comprehensive (loss)/income
 
(1,246)
 
1,557,163
     Total shareholders’ equity attributable to the Company
 
(2,270,457)
 
6,871,814
         
Noncontrolling interests
 
-
 
14,949,827
Total shareholders’ equity
 
(2,270,457)
 
21,821,641
         
Total liabilities and shareholders’ equity
$
1,002,558
$
57,722,084
 
See accompanying notes to consolidated financial statements

 
 
F-3

 

 
GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC.)
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 2010 and 2009
(Restated)
 
   
2010
   
2009
 
Continuing operations
           
Revenue
  $ -     $ -  
General and administrative
    1,426,484       947,362  
                 
Operating loss
    (1,426,484 )     (947,362 )
                 
Other income/(expense)
               
Other income
    (17 )     -  
     Other expenses
    (348 )     -  
Total other expense
    (365 )     -  
                 
Loss before provision for income taxes
    (1,426,849 )     (947,362 )
Provision for income taxes
    -       -  
                 
Net loss from continuing operations
    (1,426,849 )     (947,362 )
                 
Discontinued operations
               
Net results for the year attributable to the Company
    338,717       1,893,095  
Loss on disposal of discontinued operations
    (5,223,073 )     -  
Net (loss)/profit from discontinued operations
    (4,884,356 )     1,893,095  
                 
Net (loss)/income for the year
    (6,311,205 )     945,733  
                 
Other comprehensive (loss)/income attributable to shareholders
               
(Loss)/gain on foreign exchange translation
    (1,246 )     -  
                 
Total comprehensive (loss)/income
    (6,312,451 )     945,733  
                 
Earnings per share for continuing operations, basic and diluted
    (0.04 )     (0.02 )
                 
Weighted average number of shares outstanding
    40,204,115       40,083,836  

See accompanying notes to consolidated financial statements
 

 
F-4

 


GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC.)
CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY
AND COMPREHENSIVE INCOME
Years ended December 31, 2010 and 2009
(Restated)
 
Common stock
 
Additional
paid in
capital
 
Capital
reserves
 
(Accumulated deficit)/ retained earnings
 
Accumulated other
comprehensive income
 
Shareholders’ equity attributable to Great East Bottles and Drinks (China) Holdings, Inc. and subsidiaries
 
Non-
controlling
interest
 
Total
equity
Number of shares
 
Amount
 
                                   
Balance at January 1, 2009
40,000,000
$
400,000
$
3,237,106
$
830,672
$
(198,860)
$
1,613,808
$
5,882,726
$
11,315,357
$
17,198,083
                                   
Net income for the year
               
945,733
 
-
 
945,733
 
3,635,486
 
4,581,219
- Continuing operations
-
 
-
 
-
 
-
 
(947,362)
 
-
 
(947,362)
 
-
 
(947,362)
- Discontinued operations
-
 
-
 
-
 
-
 
1,893,095
 
-
 
1,893,095
 
3,635,486
 
5,528,581
                                   
Share-based payment
200,000
 
2,000
 
98,000
 
-
 
-
 
-
 
100,000
 
-
 
100,000
                                   
Transfer from retained earnings to PRC statutory reserves
-
 
-
 
-
 
88,474
 
(88,474)
 
-
 
-
 
-
 
-
                                   
Foreign currency translation adjustments
-
 
-
 
-
 
-
 
-
 
(56,645)
 
(56,645)
 
(1,016)
 
(57,661)
                                   
Balance at December 31, 2009
40,200,000
$
402,000
$
3,335,106
$
919,146
$
658,399
$
1,557,163
$
6,871,814
$
14,949,827
$
21,821,641
                                   
Net income for the year
- continuing operations
-
 
-
 
-
 
-
 
(1,426,849)
 
-
 
(1,426,849)
 
-
 
(1,426,849)
                                   
Foreign currency translation adjustments
-
 
-
 
-
 
-
 
-
 
(1,246)
 
(1,246)
 
-
 
(1,246)
                                   
Comprehensive loss from discontinued operations
                                 
Net results for the year
-
 
-
 
-
 
-
 
(128,991)
 
467,708
 
338,717
 
1,994,006
 
2,282,723
Loss on disposal
-
 
-
 
-
 
-
 
(5,223,073)
 
-
 
(5,223,073)
 
-
 
(5,223,073)
 
-
 
-
 
-
 
-
 
(5,352,064)
 
467,708
 
(4,884,356)
 
1,994,006
 
(2,940,350)
                                   
Acquisition of Water Scientific
500,000
 
5,000
 
-
 
-
 
-
 
-
 
5,000
 
-
 
5,000
                                   
Disposal of GEBD BVI
(31,498,000)
 
(314,980)
 
2,071,153
 
(919,146)
 
(1,646,976)
 
(1,557,163)
 
(7,590,185)
 
(16,893,833)
 
(19,728,653)
                                   
                                   
                                   
Balance at December 31, 2010
9,202,000
 
92,020
 
5,406,259
 
-
 
(7,767,490)
 
(1,246)
 
(2,270,457)
 
-
 
(2,270,457)

See accompanying notes to consolidated financial statements



 
F-5

 

 
GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2010 and 2009
   
2010
   
2009
 
Cash flows from operating activities
           
Cash flows from continuing operating activities
           
    Net loss
  $ (1,426,849 )   $ (947,362 )
    Adjustments to reconcile net income to net cash flows used in operating activities for:
               
          Depreciation
    1,587       -  
          Impairment of goodwill
    785,585       -  
          Share-based payment
    -       100,000  
    Changes in operating assets and liabilities:
               
          Increase in amount due from a related company
    (90,020 )     -  
          Decrease in accounts payable
    (78,495 )     -  
          Increase in taxes payable
    9,379       -  
          Decrease in accrued expenses and other payables
    (9,379 )     -  
    Net cash used in continuing operating activities
    (808,192 )     (847,362 )
    Net cash (used in)/provided by discontinued operating activities
    (887,349 )     7,611,738  
    Net cash (used in)/provided by operating activities
    (1,695,541 )     6,764,376  
Cash flows from investing activities
               
    Cash flows from continuing investing activities
               
    Acquisition of Water Scientific Holdings Limited
    10,588       -  
    Net cash provided by continuing investing activities
    10,588       -  
    Net cash used in discontinued investing activities (Include disposal of GEBD BVI)
    (11,913,069 )     (3,028,969 )
    Net cash provided by investing activities
    (11,902,481 )     (3,028,969 )
Cash flows from financing activities
               
    Cash flows from continuing financing activities
               
    (Decrease)/increase in notes payable for hire purchase of a motor vehicle
    (1,099 )     -  
    Increase in amount due to a related party
    855,362       847,362  
    Net cash provided by continuing financing activities
    854,263       847,362  
    Net cash used in discontinued financing activities
    11,664,804       (3,149,439 )
    Net cash provided by financing activities
    12,519,067       (2,302,077 )
                 
Net (decrease)/increase in cash and cash equivalents
               
Continuing operations
    56,659       -  
Discontinued operations
    (1,135,614 )     1,433,330  
      (1,078,955 )     1,433,330  
Effect of foreign exchange rate changes on cash and cash equivalents
               
Continuing operations
    76       -  
Discontinued operations
    (495,125 )     (9,899 )
      (495,049 )     (9,899 )
Cash and cash equivalents at beginning of year
               
Continuing operations
    -       -  
Discontinued operations
    1,630,739       207,308  
      1,630,739       207,308  
Cash and cash equivalents at end of year
               
Continuing operations
    56,735       -  
Discontinued operations
    -       1,630,739  
    $ 56,735     $ 1,630,739  
Cash paid for interest
               
Continuing operations
  $ 336     $ -  
Discontinued operations
    760,629       755,567  
      760,965       755,567  
Cash paid for income taxes
               
Continuing operations
  $ -     $ -  
Discontinued operations
    584,095       1,206,884  
      584,095       1,206,884  
Non cash continuing financing activities:
               
Officer compensation contributed to additional paid-in capital
    -       98,000  
 
See accompanying notes to consolidated financial statements
 
 
 
F-6

 
 
 
GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES
(FORMERLY GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC.)
Notes to Consolidated Financial Statements
December 31, 2010


NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

Great China Mania Holdings, Inc. was incorporated in Nevada on July 8, 1983. As of December 31, 2010, details of the Company’s major subsidiaries are as follows:

 
Name
 
Place of
incorporation
 
Effective
ownership
 
 
Principal activities
             
Water Scientific Holdings Limited
 
Hong Kong
 
100%
 
Investment holdings
Water Scientific (Asia Pacific) Limited
 
Hong Kong
 
100%
 
Trading of ecological products
             
On October 26, 2010, the Company entered into an Acquisition Agreement with Mr. Wong Heong Kin to acquire 100% of Water Scientific Holdings Limited (“Water Scientific”) in exchange for 500,000 shares of common stock of the Company.

On December 30, 2010, the Company entered into an Asset Purchase and Sale Agreement with Mr. Chung A. Tsan Guy, a shareholder of the Company. Pursuant to the agreement, the Company sold the then subsidiary Great East Bottles & Drinks (BVI) Inc. (“GEBD BVI”, an investment holding company incorporated in the British Virgin Islands (“BVI”)) in exchange for Mr. Chung surrendering 31,498,000 shares of common stock of the Company (the “Disposal”. See also Footnote 3).

Subsequent to the balance sheet date, on March 31, 2011, the Company sold its operations to Mr. Wong Heong Kin and Mr. Chung A. Tsan Guy (collectively known as the “Buyers”). As a consideration for this transaction, the Buyers will assume all of the assets and liabilities of Water Scientific.

On March 16, 2011, the Company amended its Articles of Incorporation and changed the name of the Company from “Great East Bottles & Drinks (China) Holdings, Inc.” to “Great China Mania Holdings, Inc.”

NOTE 2 – PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the Company and the Company’s subsidiaries. The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America, and all significant intercompany balances and transactions have been eliminated.

On October 26, 2010, the Company entered into an Acquisition Agreement with Mr. Wong Heong Kin to acquire 100% of Water Scientific in exchange for 500,000 shares of common stock of the Company. The results of Water Scientific are consolidated from the date of acquisition.

On December 30, 2010, the Company sold GEBD BVI in exchange for Mr. Chung surrendering 31,498,000 shares of common stock.   GEBD BVI is principally engaged in the production of beverage bottles and OEM of bottled water.  The results from GEBD BVI are reported as discontinued operations in the consolidated financial statements.

The functional currency for the majority of the Company’s continuing operations is the Hong Kong Dollar (“HKD”), the functional currency for the majority of the Company’s discontinued operations is the Renminbi (“RMB”), while the reporting currency is the US Dollar.


 
F-7

 

NOTE 3 –DISPOSAL OF GEBD BVI

On December 30, 2010, the Company disposed of its entire interest in GEBD BVI in exchange for Mr. Chung surrendering 31,498,000 shares of common stock. GEBD BVI is the investment holding company of the following major entities:

 
Name
 
Place of
incorporation
 
Effective
ownership
 
 
Principal activities
             
Hangzhou Great East Packaging Co., Limited
 
PRC
 
33.6%
 
Production of beverage bottles
Nanjing Great East Packaging Co., Limited
 
PRC
 
33.6%
 
Production of beverage bottles
Xian Great East Packaging Co., Limited
 
PRC
 
33.6%
 
Production of beverage bottles
Hangzhou Crystal Pines Beverages & Packaging Co. Ltd
 
PRC
 
33.6%
 
Production of OEM bottled water
Nanjing Crystal Pines Beverages & Packaging Co. Ltd
 
PRC
 
33.6%
 
Production of OEM bottled water
Shenyang Great East Packaging Co. Ltd
 
PRC
 
33.6%
 
Production of OEM bottled water

By disposal of GEBD BVI, the Company sold its entire bottles and bottled water manufacturing operations. A summary of the balance sheet and income statement of GEBD BVI, immediately before the Disposal, is presented as follows:

(i)  
Summary of balance sheet

   
December 30, 2010
(Date of disposal)
   
December 31, 2009
 
Assets
           
Cash and cash equivalents
  $ 4,762,463     $ 1,630,739  
Restricted cash
    10,981,698       9,771,965  
Accounts receivable
    5,782,190       5,620,841  
Inventories, net
    4,291,060       4,348,410  
Note receivables
    1,002,584       204,349  
Prepaid expenses and other receivables
    6,207,229       1,845,813  
Amount due from directors
    634,663       24,790  
Amount due from related parties
    1,421,349       847,362  
Property, plant & equipment, net
    38,623,434       33,661,061  
Land use rights, net
    619,218       614,116  
Total assets
  $ 74,325,888     $ 58,569,446  
                 
Liabilities
               
Accounts payable
  $ 3,169,833     $ 4,632,352  
Notes payable
    1,519,329       1,725,727  
Accrued expenses and other payables
    3,504,749       943,610  
Receipt in advance
    -       527,287  
Tax payable
    422,110       537,520  
Amount due to directors
    2,642,730       -  
Amount due to a related party
    25,701,141       16,431,222  
Bank loans
    12,414,270       11,102,725  
Total liabilities
  $ 49,374,162     $ 35,900,443  
                 
Net assets
  $ 24,951,726     $ 22,669,003  
Less: Shared by noncontrolling interest
    (16,893,833 )     (14,949,827 )
Net assets attributable to the Company immediately before the disposal
    8,057,893       7,719,176  
                 
Represented by:
               
Value of shares surrendered
    2,834,820       N/A  
Loss on disposal of GEBD BVI
    5,223,073       N/A  
      8,057,893       N/A  
                 
The value of shares surrendered is referred to the closing stock price of $0.09 per share at the date of the disposal.
 

 
F-8

 


(ii)  Summary of income statement

   
From January 1, 2010 to December 30, 2010
(Date of disposal).
   
Year ended
December 31, 2009.
 
Revenue
  $ 44,155,538     $ 47,845,825  
Gross margin
    8,261,512       11,936,558  
Income before provision for income taxes
    1,301,606       6,587,860  
Net (loss)/income after non-controlling interest
    (128,991 )     1,893,095  

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Economic and political risk

The Company’s continuing operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in the Hong Kong, as well as the general state of the PRC’s economy may influence the Company’s business, financial condition, and results of operations.

The Company’s major discontinued operations are conducted in China. Accordingly, the political, economic, and legal environments in the PRC, as well as the general state of the PRC’s economy may influence the Company’s business, financial condition, and results of operations.

The Company’s major operations in the Hong Kong and the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

(b)  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’s continued operations maintain bank accounts in Hong Kong. The Company’s discontinued operations maintain bank accounts in Hong Kong and China.

(c)  Restricted cash

As of December 31, 2009, restricted cash consisted of cash of discontinued operations that pledged as deposits for bankers’ notes facilities.

(d)  Inventory

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 overhead. Inventory costs are calculated using a weighted average, first in first out (FIFO) method of accounting.

(e)  Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation. The cost of maintenance and repairs is charged to operations as incurred, whereas significant renewals and improvements are capitalized. The cost and the related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.

(f)  Land use rights

According to the law of PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the PRC government for 40 to 50 years.
 

 
F-9

 


(g)  Depreciation and amortization

The Company provides for depreciation of plant and equipment by use of the straight-line method for financial reporting purposes.

Plant and equipment are depreciated over the following estimated useful lives:

Building
20 years
Leasehold improvement
5 years
Office equipment
5 years
Machinery and equipment
5 – 15 years
Transportation equipment
5 years

Land use rights are amortized over 50 years.

Depreciation expense attributable to the property, plant and equipment of continuing operation for the years ended December 31, 2010 and 2009 was $1,587 and $Nil, respectively. Depreciation expense attributable to the property, plant and equipment of discontinued operation for the years ended December 31, 2010 and 2009 was $3,474,011 and $3,269,636, respectively.

Amortization expense attributable to the land use rights of discontinued operation for the years ended December 31, 2010 and 2009 was $21,610 and $15,624, respectively. There are no land use rights in the Company’s continuing operations,

(h) Accounting for the impairment of long-lived assets

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows, anticipated holding periods, or market conditions change, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future events that could differ materially from actual results. There were no impairments of long-lived assets for the years ended December 31, 2010 and 2009.

(i) Income tax

Income taxes are based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. The Company periodically assesses the need to establish valuation allowances against its deferred tax assets to the extent the Company no longer believes it is more likely than not that the tax assets will be fully utilized.
 
The Company evaluates a tax position to determine whether it is more likely than not that the tax position will be sustained upon examination, based upon the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is subject to a measurement assessment to determine the amount of benefit to recognize and the appropriate reserve to establish, if any. If a tax position does not meet the more-likely-than-not recognition threshold, no benefit is recognized

In accordance with the relevant tax laws and regulations of Hong Kong, the applicable corporation income tax rate was 16.5% on assessable profits, if any, for the years ended December 31, 2010 and 2009, respectively.

In accordance with the relevant tax laws and regulations of PRC, the applicable corporation income tax rate was 25% for the years ended December 31, 2010 and 2009, respectively.  At times generally accepted accounting principles requires the Company to recognize certain income and expenses that do not conform to the timing and conditions allowed by the PRC.
 

 
F-10

 


(j) Fair value of financial instruments

The Company’s financial instruments primarily consist of cash and cash equivalents, amount due from a related company, prepaid expenses and other receivables, accounts payable, accrued expenses and other payables, receipt in advance, taxes payable and amount due to a related party.

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 year ends.

(k) Revenue recognition

For continuing operations, the Company is principally engaged in trading of ecological products. Revenue represents invoiced value of goods sold and is recognized when the following criteria are met:

(i) Persuasive evidence of an arrangement exists;
(ii) Delivery has occurred;
(iii) Seller’s price to the buyer is fixed or determinable; and
(iv) Collectability is reasonably assured.

For discontinued operations, the Company recognizes revenue from sale of beverage bottles and OEM bottled water 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.

(l)  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 December 31, 2009 and 2008, there were no dilutive securities outstanding.

(m) Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

The Company provides no other retirement benefits to its employees.

(n) Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements.  Comprehensive income includes net income and the foreign currency translation gain, net of tax.
 

 
F-11

 


(o) Foreign currency translation

The accompanying consolidated financial statements are presented in United States Dollars (US$). The functional currency of the Company is Hong Kong Dollar (HK). 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 year.  The translation rates are as follows:

   
2010
 
2009
Year end HK$ : US$ exchange rate
 
0.1286
 
0.1289
Average yearly HK$ : US$ exchange rate
 
0.1287
 
0.1290
Year end RMB : US$ exchange rate
 
0.1520
 
0.1468
Average yearly HK$ : US$ exchange rate
 
0.1482
 
0.1464

(p) Stock-based compensation

The Company recognizes compensation expense for all stock-based payment awards made to employees, contractors and non-employee directors. Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period.

(q) 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 5 – ACQUISITION

On October 26, 2010, the Company entered into an Acquisition Agreement with Mr. Wong Heong Kin to acquire 100% of Water Scientific in exchange for 500,000 shares of common stock of the Company. Water Scientific is principally engaged in trading of ecological products.

The assets and liabilities of Water Scientific as of the acquisition date are analyzed as follows:

Assets
     
Cash and cash equivalents
  $ 10,588  
Prepaid expenses and other receivables
    257  
Amount due from a related party
    830,273  
Property, plant & equipment, net
    26,862  
Total assets
  $ 867,980  
         
Liabilities
       
Accounts payable
  $ 95,583  
Accrued expenses and other payables
    68,984  
Receipt in advance
    48,917  
Amount due to a related party
    1,379,899  
Amount due to a director
    39,529  
Note payable – Motor vehicle
    16,973  
Exchange reserves
    (1,320 )
Total liabilities
    1,648,565  
         
Net assets/(liabilities) acquired
    (780,585 )
         
Represented by:
       
Issue of shares
    5,000  
Goodwill
    (785,585 )
      (780,585 )
 
 
 
F-12

 
 
 
Management has determined to fully impair the goodwill arising from acquisition of Water Scientific of $785,585 and charged this to administrative expenses for the year ended December 31, 2010.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment of the Company consist primarily of motor vehicle and office equipment. As of the balance sheet dates, property, plant and equipment are summarized as follows:

   
Depreciable
lives
   
2010
   
2009
 
               
Consolidated
   
Attributable to
continuing operations
 
At cost:
                       
Motor vehicle – hire purchase
 
5 years
    $ 28,680     $ -     $ -  
Office equipment
 
5 years
      2,580       813,026       -  
Building
 
20 years
      -       5,797,374       -  
Machinery
 
5 – 15 years
      -       45,979,781       -  
Leasehold improvement
 
5 years
      -       1,115,099       -  
Transportation vehicles
 
5 years
      -       1,044,435       -  
Construction in progress
  N/A       -       3,981,197       -  
              31,260       58,730,912       -  
                                 
Less: Accumulated depreciation
            (5,987 )     (25,069,851 )     -