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


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-Q/A

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 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
 
n/a
(Address of principal executive offices)
 
(Zip Code)

(852) 2192-4808
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  
 
 Yes x   No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.
 
Yeso   No o

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

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

The number of shares of Common Stock, $0.01 par value, outstanding on May 16, 2011 was 24,676,000.

 
 
 

 

 
GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS
 
Part I – Financial Information
 
     
Item 1
Financial Statements
4
     
 
Unaudited Condensed Balance Sheets, September 30, 2011 and December 31, 2010
 4
     
 
Unaudited Condensed Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2011 and 2010
 5
     
 
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010
 6
     
 
Notes to the Unaudited Condensed Consolidated Financial Statements
 7
     
Item 2
Management’s Discussion and Analysis or Plan of Operation
 17
     
Item 3
Quantitative and Qualitative Disclosures about Market Risk
 22
     
Item 4
Controls and Procedures
 22
     
 
Part II – Other Information
 
     
Item 1
Legal Proceedings
 24
     
Item 2
Unregistered Sales Of Equity Securities And Use Of Proceeds
 24
     
Item 3
Defaults Upon Senior Securities
 24
     
Item 4
[Removed and Reserved]
 24
     
Item 5
Other Information
 24
     
Item 6
Exhibits
 24
     
    Singatures    25


 
2

 

 
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.
 
 
 
3

 
 
 
PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
September 30,
2011
(Unaudited)
(Restated)
   
December 31,
2010
(Audited)
(Restated)
ASSETS
         
CURRENT ASSETS
         
Cash and cash equivalents
  $ 244,274     $ 56,735  
Accounts receivable
    363,064       -  
Inventories
    97,535       -  
Amount due from a related party
    -       920,293  
Prepaid expenses
    129,107       257  
Total current assets
    833,980       977,285  
                 
PROPERTY, PLANT & EQUIPMENT, NET
    -       25,273  
                 
TOTAL ASSETS
  $ 833,980     $ 1,002,558  
                 
LIABILITIES AND EQUITY
               
LIABILITIES
               
CURRENT LIABILITIES
               
Accounts Payable   $ 550,731     17,088  
Notes payable
    -       7,126  
Accrued expenses and other payables
    121,834       59,605  
Unearned revenue
    64,825       48,917  
Amount due to a director
    -       39,529  
Advance from shareholders
    213,034       -  
Amount due to related parties
    125,940       3,082,623  
Taxes payable
    -       9,379  
                 
LONG-TERM LIABILITIES
               
Convertible note
    128,200       -  
Notes payable
    -       8,748  
      128,200       8,748  
                 
TOTAL LIABILITIES
    1,204,564       3,273,015  
                 
SHAREHOLDERS’ EQUITY
               
Common stock, Par value $0.01; 375,000,000 shares authorized; 24,676,000 and 9,202,000 shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively
    246,760       92,020  
Additional paid in capital
    6,640,614       5,406,259  
Accumulated deficits
    (7,259,455 )     (7,767,490 )
Accumulated other comprehensive income/(loss)
    1,497       (1,246 )
                 
TOTALSHAREHOLDERS’ EQUITY
    (370,584 )     (2,270,457 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 833,980     $ 1,002,558  

See accompanying notes to condensed consolidated financial statements.
 

 
4

 

 
GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (UNAUDITED)

   
Three months ended
September 30,2011
   
Three months ended
September 30, 2010
(Restated)
   
Nine months ended
September 30,2011
   
Nine months ended
September 30, 2010
(Restated)
 
CONTINUING OPERATIONS
                       
REVENUES
  $ 1,352,378     $ -     $ 3,513,127     $ -  
                                 
COST OF SALES
    976,552       -       2,608,347       -  
                                 
GROSS PROFIT
    375,826       -       904,780       -  
                                 
EXPENSES
                               
General and administrative
    501,523       156,483       1,257,482       524,711  
TOTAL OPERATING EXPENSES
    501,523       156,483       1,257,482       524,711  
                                 
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES
    (125,697 )     (156,483 )     (352,702 )     (524,711 )
                                 
OTHER INCOME/(EXPENSE)
                               
Other income
    4,241       -       6,842       -  
Other expenses
    -       -       (24,727 )     (232 )
TOTAL OTHER INCOME/(EXPENSE)
    4,241       -       (17,885 )     (232 )
                                 
NET LOSS BEFORE PROVISION FOR INCOME TAXES
    (121,456 )     (156,483 )     (370,587 )     (524,943 )
                                 
PROVISION FOR INCOME TAXES
    -       -       -       -  
                                 
NET LOSS FROM CONTINUING OPERATIONS
  $ (121,456 )   $ (156,483 )   $ (370,587 )   $ (524,943 )
                                 
DISCONTINUED OPERATIONS
                               
NET (LOSS)/INCOME
    -       480,949       (80,233 )     731,791  
GAIN ON DISPOSAL OF DISCONTINUED OPERATIONS
    -       -       958,855       -  
                                 
NET INCOME FROM DISCONTINUED OPERATIONS
    -       480,949       878,622       731,791  
                                 
NET INCOME/(LOSS) FOR THE PERIOD
  $ (121,456 )   $ 324,466     $ 508,035     $ 206,848  
                                 
OTHER COMPREHENSIVE INCOME
                               
(Loss)/gain on foreign exchange translation
                               
- Arising from continuing operations
    1,497       -       1,497       -  
- Arising from discontinued operations
    -       132,245       -       219,269  
                                 
      1,497       132,245       1,497       219,269  
                                 
TOTAL COMPREHENSIVE INCOME / (LOSS) INCOME FOR THE PERIOD
                               
- Arising from continuing operations
    (119,959 )     (156,483 )     (369,090 )     (524,943 )
- Arising from discontinued operations
    -       613,194       878,622       951,060  
                                 
    $ (119,959 )   $ 456,711     $ 509,532     $ 426,117  
                                 
LOSS PER SHARE, BASIC AND DILUTED – CONTINUING OPERATIONS
  $ (0.00 )   $ (0.00 )   $ (0.02 )     (0.01 )
                                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED
    24,676,000       40,200,000       20,878,352       40,200,000  
 
See accompanying notes to condensed consolidated financial statements.

 
 
5

 

 
GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
   
For the nine months ended September 30,
 
   
2011
   
2010
(Restated)
 
Cash flows from operating activities
           
Net loss from continuing operations
  $ (370,587 )   $ (524,943 )
Changes in operating assets and liabilities:
               
Increase in accounts receivable
    (363,064 )     -  
Increase in inventories
    (97,535 )     -  
Increase in prepaid expenses
    (129,107 )     -  
Increase in accounts payable
    550,731       -  
Increase in unearned revenue
    119,058       -  
Increase in accrued expenses and other payables
    64,825       -  
Net cash used in continuing operating activities
    (225,679 )     (524,943 )
Net cash (used in) / provided by discontinued operating activities
    (144,522 )     15,865,003  
Net cash used in operating activities
    (370,201 )     15,340,060  
                 
Cash flows from investing activities
               
Net cash provided by continuing investing activities
    -       -  
Net cash used in discontinued investing activities
    -       (2,351,040 )
Net cash used in investing activities
    -       (2,351,040 )
                 
Cash flows from financing activities
               
Increase in amount due to a related party
    127,222       524,943  
Issuance of convertible note
    128,200       -  
Advance from shareholders
    213,034       -  
Net cash provided by continuing financing activities
    468,456       524,943  
Net cash provided by / (used in)discontinued financing activities
    116,483       (14,328,915 )
Net cash provided by financing activities
    584,939       (13,803,972 )
                 
Net increase/(decrease) in cash and cash equivalents
               
Continuing operations
    242,777       -  
Discontinued operations
    (28,039 )     (814,952 )
      214,738       (814,952 )
Effect of foreign exchange rate changes
               
Continuing operations
    1,497       -  
Discontinued operations
    2,769       444,209  
      4,266       -444,209  
Cash and cash equivalents at beginning of period
               
Continuing operations
    -       -  
Discontinued operations
    56,735       1,630,739  
      56,735       1,630,739  
Cash and cash equivalents at end of period
               
Continuing operations
    244,274       -  
Discontinued operations
    31,465       1,259,996  
    $ 275,739     $ 1,259,996  
Supplemental disclosure of cash flows information:
               
Cash paid for interest
               
Discontinued operations
  $ 454     $ 686,014  
Cash paid for income taxes
               
Discontinued operations
  $ -     $ 378,737  
                 
Non cash financing activities:
               
Transfer of property, plant and equipment to related companies
    -       1,787,232  
Conversion of debt to shares
  $ 1,382,170     $ -  
 
See accompanying notes to condensed consolidated financial statements.

 
 
6

 

 
GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2011

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

Great China Mania Holdings, Inc. (“GMEC” or the “Company”) was incorporated in Nevada on July 8, 1983. 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.

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 September 30, 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 are GME Holdings Limited, Great China Games Limited and Great China Media Limited. In June 2011, another new subsidiary GMEC Ventures Limited, a Hong Kong company, was formed and maintained for holding future investment if any. As of the date of this filing, our corporate structure is as follows:

GMEC 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 four subsidiaries: 1) GME Holdings Limited which was incorporated February 18, 2011 and specialized in artiste and project management services; 2) Great China Media Limited which was incorporated February 1, 2011 and specialized in publication of magazines; 3) Great China Games Limited which was incorporated February 1, 2011 and specialized in retail operation of video games and accessories and 4) GMEC Ventures Limited was incorporated June 1, 2011 and specialized in investment holding.

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.”

On March 31, 2011, the Company 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.
 
On June 1, 2011, a convertible note was issued to secure a loan raised from a third party which due on 31 May 2016. The total amount of the loan was US$ 256,400 which was equivalent to HK$ 2,000,000. On September 30, 2011, the first installment of US$ 128,200 which was equivalent to HK$ 1,000,000 was received according the loan agreement.
 
NOTE 2 – PRINCIPLES OF CONSOLIDATION

The unaudited interim financial statements of the Company and the Company’s subsidiaries (see Note 1) for the nine months ended September 30, 2011 and 2010 have been prepared pursuant to the rules & regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading.  All significant intercompany balances and transactions have been eliminated. The functional currency for the majority of the Company’s operations is the Hong Kong Dollar (HK$) for nine months ended September 30, 2011and 2010, while the reporting currency is the US Dollar.


 
7

 


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

The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of the results for a full year period.

In the opinion of the management, the comparative figures for the nine months ended September 30 2010 were reclassified to current presentation because the balances shown in previous filings represent the discontinued operations of GEBD BVI which were not relevant to the current operations.

NOTE 3 –DISPOSAL OF WATER SCIENTIFIC

On March 31, 2011 the Company disposed Water Scientific to Wong Heong Kin and Chung A. Tsan Guy and they will assume all of the assets and liabilities of Water Scientific from the Company.  Water Scientific ceased to become a consolidating subsidiary of the Company after March 31, 2011.  All the operating losses of Water Scientific from January 1, 2011 to March 31, 2011 are recorded as net loss from discontinued operations while the reduction of net liabilities associated with the disposal of Water Scientific over the carrying cost of Water Scientific are recorded as gains on disposal of discontinued operations.

By disposal of Water Scientific, the Company sold its ecological products operations. A summary of the balance sheet and income statement of Water Scientific, immediately before the Disposal, is presented as follow:
 
(i)  
Summary of balance sheet
 
   
March 31, 2011
(Date of disposal)
   
December 31, 2010
 
ASSETS
           
Cash and cash equivalents
  $ 31,465     $ 56,735  
Amount due from a related party
    978,087       645,385  
Prepaid expenses and other receivables
    257       257  
Property, plant & equipment, net
    23,613       25,273  
TOTAL ASSETS
  $ 1,033,422     $ 727,650  
                 
LIABILITIES
               
Accounts payable
  $ -     $ 17,088  
Notes payable
    14,134       15,874  
Accrued expenses and other payables
    59,420       59,605  
Receipt in advance
    48,765       48,917  
Amount due to a director
    39,406       39,529  
Amount due to related parties
    1,821,202       1,418,620  
Taxes payable
    9,350       9,379  
TOTAL LIABILITIES
    1,992,277     $ 1,609,012  
                 
NET LIABILITIES
  $ 958,855     $ 881,362  
                 
Represented by :
               
Gain on disposal of discontinued operations
  $ 958,855     $ N/A  

(ii)  
Summary of  income statement

   
Three months ended March 31, 2011 (Date of disposal)
   
Three months ended March 31, 2010
 
Revenue
  $ -     $ -  
Gross margin
    -       -  
Loss before provision for income taxes
    (80,233 )     -  
Net loss for the period
  $ (80,233 )   $ -  

The results of Water Scientific were not consolidated for the nine months ended September 30, 2010 as the Company acquired Water Scientific in October 2010.

 
 
8

 
 
 
NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  
Economic and political risk

The Company’s continuing operations and discontinued operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in the Hong Kong may influence the Company’s business, financial condition, and results of operations.

The Company’s major operations in the Hong Kong 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.

(c)  
Inventory

Inventories consisting of raw materials and finished goods are stated at the lower of cost or net realizable value. Finished goods are comprised of direct materials held for resale. Inventory costs are calculated using first in first out (FIFO) method of accounting.

(d)  
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.

(e)  
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:

Office equipment
5 years
Transportation equipment
5 years
   
No depreciation expense attributable to the property, plant and equipment of continuing operation for the years ended September 30, 2011 and 2010. Depreciation expense attributable to the property, plant and equipment of discontinued operation for the years ended September 30, 2011 and 2010 was $1,582 and nil, respectively.
 
(f)  
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.


 
9

 

 
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 September 30, 2011 and 2010.

(g) 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 September 30, 2011 and 2010, respectively.

(h) 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, 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.

(i) Revenue recognition

For continuing operations, the Company and its subsidiaries are principally engaged in retails of video games and accessories, publication of magazines, project and artist management services. Revenue represents invoiced value of goods and services sold and are 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 ecological products 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.

 
 
10

 
 

(j)  
Earnings per share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of September 30, 2011 and 2010, there were no dilutive securities outstanding.
 
(k)  
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.
 
(l)  
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.
 
(m)  
Accounting for the impairment of long-lived assets

The accompanying consolidated financial statements are presented in United States Dollars (US$). The functional currency of the Company is Hong Kong Dollar (HK). Capital accounts of the consolidated financial statements are translated into United States dollars from HK$ 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:

   
September 30, 2011
   
December 31, 2010
   
September 30, 2010
 
                   
Period/Year end HK$ : US$ exchange rate
    0.1282       0.1282       0.1282  
Average period/yearly HK$ : US$ exchange rate
    0.1282       0.1282       0.1282  
 
(n)  
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 – ACCOUNTS RECEIVABLE

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

   
September 30,2011
   
December 31,2010
 
Accounts receivable
  $ 363,064     $ -  
Less: Allowance for doubtful accounts
    -       -  
Accounts receivable, net
    363,064       -  
 
Since the Company has incurred minimal bad debts in the past, no allowance for doubtful accounts has been recorded as of the balance sheet dates.
 
 
 
11

 

 
NOTE 6 – INVENTORIES

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

   
September 30,2011
   
December 31,2010
 
Raw materials
  $ 13,019     $ -  
Finished goods
    84,516       -  
Total
    97,535       -  

The raw materials represent the paper used in publication of magazines and the finished goods represent the video games and accessories held for retail operations.

NOTE 7 –PREPAID EXPENSES

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

The Company evaluates the amounts recorded as prepaid expenses on a periodic basis and records a charge to the current operations of the Company when the related expense has been incurred.

NOTE 8 – 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
 
September 30,2011
   
December 31, 2010
 
           
Consolidated
   
Attributable to
continuing operations
 
At cost:
                   
Motor vehicle – hire purchase
5 years
  $ -     $ 28,680     $ -  
Office equipment
5 years
    -       2,580       -  
        -       31,260       -  
Less: Accumulated depreciation
      -       (5,987 )     -  
                           
Property, plant and equipment, net
    $ -       25,273     $ -  
                           
No depreciation expense attributable to the property, plant and equipment of continuing operation for the years ended September 30, 2011 and 2010 respectively. Depreciation expense attributable to the property, plant and equipment of discontinued operation for the years ended September 30, 2011 and 2010 was $1,582 and nil, respectively.
 
NOTE 9 – ACCRUED EXPENSES AND OTHER PAYABLES

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

   
September 30,2011
   
December 31, 2010
 
         
Consolidated
   
Attributable to continuing operations
 
                   
Accrued expenses
  $ 112,692       59,605       -  
Other payables
    9,142       -       -  
    $ 121,834       59,605     $ -  


 
12

 

NOTE 10 – AMOUNT DUE TO A DIRECTOR

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

   
September 30,2011
   
December 31, 2010
 
         
Consolidated
   
Attributable to continuing operations
 
                   
Mr. Stetson Chung
  $ -     $ 39,529     $ -  
Mr. Yau Wai Hung
  $ 2,244     $ -     $ -  

The amount due to Mr. Stetson Chung represents temporary advances from the director for the Company’s working capital. The balance is unsecured, interest free, and has no fixed terms of repayment. During the reporting period, Mr. Chung resigned as Chief Executive Officer and director of the Company.

The amount due to Mr. Yau Wai Hung represents temporary advances from the director for the Company’s working capital. The balance is unsecured, interest free, and has no fixed terms of repayment. During the reporting period, Mr. Yau was the Chief Executive Officer and director of the Company.

NOTE 11 – ADVANCES FROM SHAREHOLDERS

The advances from shareholders are unsecured, interest free and have no fixed repayment term.

NOTE 12 – AMOUNT DUE FROM/(TO) RELATED PARTIES

As of the balance sheet dates, the Company’s current accounts with the related companies are summarized as follows:
 
   
September 30, 2011    
   
December 31, 2010      
 
          Consolidated    
Attributable to continuing operations
 
                   
Asia Choice International Limited
  $ -     $ 920,293     $ -  
                         
Total amount due from a related party
  $ -     $ 920,293     $ -  
                         
China Culture Limited
  $ (88,397 )   $ -     $ -  
Global Mania Empire Management Limited
    (37,543 )     -       -  
Mr. Chan Ka Wai
    -       (1,389,095 )     -  
Great East Packaging Holdings Limited (“GEPH”)
    -       (1,693,528 )     -  
                         
Total amount due to related parties
  $ (125,940 )   $ (3,082,623 )   $ -  
                         
 
The amount due to China Culture Limited represents temporary advances from the related company for the Company’s working capital.  The balances are unsecured, interest free, and have no fixed terms of repayments. China Culture Limited is a related party as it is a Company owned by Mr. Chan Wing Hing, one of the Company’s directors appointed during the reporting period.

The amount due to Global Mania Empire Management Limited represents temporary advances from the related company for the Company’s working capital.  The balances are unsecured, interest free, and have no fixed terms of repayments. Global Mania Empire Management Limited is a related party as it is a Company owned by Mr. Kwong Kwan Yin Roy, one of the Company’s directors appointed during the reporting period.


 
13

 

NOTE 13 – WEIGHTED AVERAGE NUMBER OF SHARES FOR EARNINGS PER SHARE CALCULATION

The calculation of weighted average number of shares for the nine months ended September 30, 2011 and 2010 is illustrated as follows:
 
    2011  
   
Number
of shares
   
Weighted average
number of shares
 
             
At January 1, 2011
  $ 9,202,000     $ 9,202,000  
Share issuance completed on March 9, 2011 for debt conversion
    15,474,000       11,676,352  
                 
At September 30, 2011
  $ 24,676,000     $ 20,878,352  
                 
    2010   
   
Number
of shares
   
Weighted average
number of shares
 
                 
At January 1, 2010 and September 30, 2010
    40,200,000       40,200,000  

NOTE 14 –CONVERTIBLE NOTE

On June 1, 2011, the company issued a convertible note (the “Note”) to a third party as a sole security of a loan raised by a subsidiary known as GMEC Ventures Limited (the “Borrower”) which due on 31 May 2016. The total amount of the loan was $ 256,400 which was equivalent to HK$ 2,000,000. On June 30, 2011, the first installment of $128,200 which was equivalent to HK$ 1,000,000 was received according the loan agreement. According the loan agreement, the lender can call back the unused loan balance held by the borrower after 12 months from the date of the agreement with the 6 month written notice in increment of HK$ 100,000. Therefore, no provision was made for liabilities payable within 12 months.

The note carries no interest and convertible into common stock on the following basis:-

 
(a) The holder only can convent the note at any time before 31 May 2016 when the closing price of one day prior to submitting Converting Notice (the “Closing price”) is trading above $ 0.25.

 
(b) If the closing price is trading between $ 0.25 and $ 1.50, the holder may convent the note at the lower of US$0.75 or 30% discount of the closing price.

 
(c) If the closing price is trading above $ 1.50, the working day prior to submitting Converting Notice will be set as “Reference Day”.

 
(d) If the 5 days average closing price including the Reference Day and 4 subsequent days is trading below US$ 1.50, the convention will resume to clause (b) stated above on next working day.

 
(e) If the closing price of forth day subsequent to the Reference Day is trading below US$ 1.50, the convention will resume to clause (b) stated above on next working day.

 
(f)  If the 5 days average closing price and the fourth day subsequent to the reference day are trading above US$ 1.50, the holder may convent the convertible note at the higher of US$0.75 or 50% discount of the closing price on the reference day.

 
(g)  If the holder does not convent the note under the clause (b) or (f) stated above, the note may be convertible only when the closing price is trading below US$ 1.50 as per clause (b) stated above.
 
The note was issued not in the money as the closing price at the issue date was not pursuant to clause (a) stated above. Also, no equity component is identified by the management as the note was not exercisable under the clause (a) on September 30 2011 up to the date of this report.
 
 
14

 


NOTE 15 – RELATED PARTY TRANSACTION

In addition to the transactions detailed elsewhere in these financial statements, the Company and its subsidiaries entered into the following material transactions with the related parties for the nine months ended September 30, 2011:

   
Nine months ended September 30, 2011
   
Nine months ended September 30, 2010
 
From continuing operations
           
China Culture Limited
           
Rental charges paid by Company for offices and shop premises
  $ 182,360     $ -  
                 
China Culture Limited is a related party as it is a company owned by Mr. Chan Wing Hing, a Company director appointed during the reporting period.
 
NOTE 16 – CONTINGENCIES AND COMMITMENTS

As of September 30, 2011, the subsidiaries of the Company, the expected annual lease payments under these operating leases are as follows:
       
For the year ending December 31,
     
2011
    93,060  
2012
    77,883  
Total
    170,943  
 
NOTE 17 - GOING CONCERN

The Company will need additional working capital to carry out its planned activity, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital through loans, equity financing or merger with another entity. Management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and other financing which will enable the Company to operate for the coming year.
 
NOTE 18  – PROFORMA STATEMENTS OF INCOME

Proforma statement of income is presented to illustrate and compare the impact of continuing operations and discontinued operations including entire bottles and bottled water manufacturing operations run by GEBD BVI and trading of ecological products operation run by Water Scientific to the balances that previously reported in 2010 10/Q filing for nine months ended September 30, 2010.
 

 
15

 

   
Continuing
operations
   
Discontinued
Operations - Water Scientific
   
Discontinued
Operations- GEBD BVI
   
As previously
reported in 2010
10/Q filing
 
                         
Revenue
  $ -     $ -     $ 35,805,229     $ 35,805,229  
Cost of sales
    -       -       28,834,086       28,834,086  
Gross margin
    -       -       6,971,143       6,971,143  
Total operating expense
    524,711       -       3,643,436       4,168,147  
Total other income/(expense)
    (232 )     -       (791,861 )     (792,093 )
Net income/(loss) before provision for income taxes
    (524,943 )     -       1,485,960       2,010,903  
Provision for income taxes
    -       -       428,552       (428,552 )
Net income/(loss) for the period
    (524,943 )     -       2,107,294       1,582,351  
Net income attributable to non controlling interests
    -       -       1,375,503       1,375,503  
Net loss attributable to the Company
    (524,943 )     -       731,791       206,848  
Other comprehensive loss attributable to shareholders
    -       -       219,269       219,269  
Net income from discontinued operations
    -       -       -       -  
Total comprehensive income/(loss)
  $ (524,943 )   $ -     $ 951,060     $ 426,117  
Earnings per share, basic and diluted
    (0.01 )     -       0.02       0.01  
Weighted average number of shares outstanding
    40,200,000       40,200,000       40,200,000       40,200,000  

In the opinion of the management, the comparative figures for the nine months ended September 30, 2010 were reclassified to current presentation because the balances shown in previous filings represent the discontinued operations of GEBD BVI which were not relevant to the current operations. The results of Water Scientific were not consolidated for the nine months ended September 30, 2010 as the Company acquired Water Scientific in October 2010.

NOTE 19 – RESTATEMENT

The Company has restated certain amounts of the condensed consolidated financial statements to reflect the impact on disposal of discontinued operations in last year. Accumulated deficits and additional paid-in capital as of September 30, 2011 and December 31, 2010, respectively, has been increased by $5,223,073, respectively. There is no change in net assets as of September 30, 2011.
 
The Company has also restated the condensed consolidated statement of income and condensed statement of cashflows for the period ended September 30, 2010 to reflect the results and cashflows attributable to the discontinued GEBD BVI operations.
 
 
 
16

 

 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Note regarding forward – looking statements

This quarterly report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate", "expect", "intend", "plan", "will", "we believe", "the Company believes", "management believes" and similar language. The forward-looking statements are based on the current expectations of the Company and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. The actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them.

Investors are also advised to refer to the information in our filings with the Securities and Exchange Commission, specifically Forms 10-K, 10-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 to “we”, “us”, “our”, the Registrant, our Company or the Company are to Great China Mania Holdings, Inc. (formerly known as 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) “HKD” are to the Hong Kong Dollar; (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.

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 Staff Accounting Bulletin ("SAB") No. 104. All of the following criteria must exist in order for us to recognize revenue:

 
 
17

 


1. Persuasive evidence of an arrangement exists;
2. Delivery has occurred;
3. The seller's price to the buyer is fixed or determinable; and
4. 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 SAB 104 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.

Special Note Regarding Recent Corporate Actions

Since December 30, 2010, there have been several major corporate events that have changed the operations of the Company, and such changes have impacted the financial statements of the Company considerably, especially when compared with the former operations of 2010. A full summary of the corporate changes can be found in the Company’s Form 10-K filed on April 15, 2011. However, a brief summary is included here as well.

Pursuant to a private Stock Purchase Agreement dated January 25, 2011, between Mr. Chung A. Tsan Guy and Mr. Chan Ka Wai, Mr. Chung sold 6,099,400 shares of common stock of the Company to Mr. Chan for a total purchase price of $548,964 or $0.09 per share.  Pursuant to this transaction, a change of control of the company occurred.

On March 9, 2011, the Company acknowledged the execution of a Purchase and Assignment Agreement between GEBD BVI (the “Assignor”) and Mr. Chan Ka Wai (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 $1,389,095 (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.

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.

On March 16, 2011, the Company amended its Articles of Incorporation and changed the name of the Company to “Great China Mania Holdings, Inc.”.

On March 30, 2011 the Company entered into an Asset Sale, Purchase and Transfer Agreement with Mr. Wong Heong Kin and Mr. Chung A. Tsan Guy (the “Buyers”) whereby the Company sold the operations of Water Scientific Holdings Limited in exchange for the assumption of all of the assets and liabilities of the subsidiary Water Scientific Holdings Limited by the Buyer.

On June 1, 2011, a convertible note was issued to secure a loan raised from a third party which due on 31 May 2016. The total amount of the loan was US$ 256,400 which was equivalent to HK$ 2,000,000. On September 30, 2011, the first installment of US$ 128,200 which was equivalent to HK$ 1,000,000 was received according the loan agreement.


 
18

 


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

The following table summarizes the results of our operations during the three-month period ended September 30, 2011 and 2010, and provides information regarding the dollar and percentage increase or (decrease) from the three-month period ended September 30, 2011 to the three-month period ended September 30, 2010.

    Three months ended              
     September 30,      Increase        
     2011      2010       (decrease)       % Change  
                         
Revenue
  $ 1,352,378     $ -       1,352,378       N/A  
Cost of sales
    976,552       -       976,552       N/A  
Gross profit
    375,826       -       375,826       N/A  
General & administrative
    501,523       156,483       345,040       220.50 %
Loss from operations
    (125,697 )     (156,483 )     (30,786 )     19.67 %
Other income (expense)
    4,241       -       4,241       N/A  
Provision for taxation
    -       -       -       N/A  
Discontinued operations
    -       -       -       N/A  
Net income (loss)
    (121,456 )     (156,483 )     (35,027 )     22.38 %
 
Revenues

Sales revenue increased to $1,352,378 in the three months ended September 30 of 2011as compared to nil in the same period in 2010, representing a 100.00% increase. This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010.

Cost of sales and gross margin

Cost of sales increased to $976,552 in the three months ended September 30 2011 from $nil in the same period of 2010. The gross profits increased to 27.79% in the three months ended September 30 of 2011 compared to nil in the same period in 2010. This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010.

General and administrative

General and administrative expenses increased from $156,483 in the three months ended September 30 of 2010 to $501,523 for the same period in 2011, representing an increase of $345,040. This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010.

Net income

Net loss for the three months ended September 30 of 2011 was $121,456 as compared to $156,483 in the same period 2010. This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010.


 
19

 


Results of Operations – Nine Months Ended September 30, 2011 as Compared to Nine Months Ended September 30, 2010.

The following table summarizes the results of our operations during the nine-month period ended September 30, 2011 and 2010, and provides information regarding the dollar and percentage increase or (decrease) from the nine-month period ended September 30, 2011 to the nine-month period ended September 30, 2010.
    Nine months ended              
      September 30,      Increase        
      2011      2010       (decrease)      % Change  
                         
Revenue
  $ 3,513,127     $ -       3,513,127       N/A  
Cost of sales
    2,608,347       -       2,608,347       N/A  
Gross profit
    904,780       -       904,780       N/A  
General & administrative
    1,257,482       524,711       732,771       139.65 %
Loss from operations
    (352,702 )     (524,711 )     (172,009 )     32.78 %
Other income (expense)
    (17,885 )     (232 )     (17,653 )     7,609.05 %
Provision for taxation
    -       -       -       N/A  
Discontinued operations
    878,622      
731,791
     
146,831
      20.06 %
Net income
    508,035      
206,848
     
301,187
      145.61 %

Revenues

Sales revenue increased to $3,513,127 in the nine months ended September 30 of 2011as compared to nil in the same period in 2010, representing a 100.00% increase. This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010.

Cost of sales and gross margin

Cost of sales increased to $2,608,347 in the nine months ended September 30 2011 from $nil in the same period of 2010. The gross profits increased to 25.75% in the nine months ended September 30 of 2011 compared to nil in the same period in 2010. This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010.

General and administrative

General and administrative expenses increased from 524,711 in the nine months ended September 30 of 2010 to $1,257,482 for the same period in 2011, representing an increase of $732,771. This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010.

Net income

Net income for the nine months ended September 30 of 2011 was $508,035 as compared to $206,848 in the same period 2010. This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010 and the gain on disposal of discontinued operating activities.

Liquidity and Capital Resources

Cash

Our cash balance at September 30, 2011 was $244,274, representing an increase of $244,274 compared with our nil cash balance as at September 30, 2010. This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010.

 
 
20

 

 
Cash flow

Operating Activities

Net cash used in operating activities during the nine months ended September 30 of 2011 amounted to $225,679 representing a decrease in outflow of $299,264 compared with net cash used in operating activities of $524,943 in the same period of 2010. This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010.

Financing Activities

Net cash provided by financing activities during the nine months ended September 30 of 2011 amounted to $468,456, representing an decrease in inflow of $56,487 compared with net cash provided by financing activities of $524,943 in the same period of 2010 This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010.

Working capital

Our net current liabilities decreased by $5,812,097 to $242,384 at September 30, 2011 from $6,054,481 at September 30, 2010. This change is reflective of the fact that the Company has new and entirely different operations in 2011 than it did in 2010.

We currently generate our cash flow through providing artiste and project management services, publication of magazines and retail of video games and accessories. We believe that our cash flow generated from operations will be sufficient to sustain operations for at least the next 12 months. There is no identifiable expansion plan as of September 30, 2011, but from time to time, we may identify new expansion opportunities for which there will be a need for use of cash.

Going concern

The Company will need additional working capital to carry out its planned activity, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital through loans, equity financing or merger with another entity. Management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and other financing which will enable the Company to operate for the coming year.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements

Inflation

Inflation has not had a material impact on our business and we do not expect inflation to have an impact on our business in the near future

Currency Exchange Fluctuations

All of the Company’s revenues and a majority of its expenses in the nine months ended September 30, 2011 were denominated in Hong Kong Dollars (“HKD”), the currency of Hong Kong, and were converted into US dollars at the exchange rate of 7.8 to 1. There can be no assurance that HKD-to-U.S. dollar exchange rates will remain stable. A devaluation of HKD relative to the U.S. dollar would adversely affect our business, consolidated financial condition and results of operations. We do not engage in currency hedging.


 
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable as we are currently considered a smaller reporting company.
 
ITEM 4T. 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 Interim Chief Financial Officer, or Interim CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and Interim 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 Interim CFO, concluded that our disclosure controls and procedures were not effective as of September 30, 2011.

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.
 
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.
 
 
 
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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.


 
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PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

ITEM 1A. RISK FACTORS

No material change since the filing of the 10-K on April 15, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY 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.

Issuer Purchases of Equity Securities

We did not repurchase any of our securities during the quarter ended September 30, 2011.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4   [REMOVED AND RESERVED].

ITEM 5.OTHER INFORMATION

None.

ITEM 6. EXHIBITS.

Exhibit Number
Description
31.1
Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS  
  (Registrant)  
       
Date:
By:
/s/ Yau Wai Hung  
    Yau Wai Hung  
   
Chief Executive Officer, President, and Director
 
       
       
Date: By: Yau Wai Hung  
    Yau Wai Hung  
    Interim Chief Financial Officer  
       
 

 
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