China Executive Education Corp - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - China Executive Education Corp	Financial_Report.xls
EX-32.2 - EXHIBIT 32.2 - China Executive Education Corp	ex32x2.htm
EX-31.1 - EXHIBIT 31.1 - China Executive Education Corp	ex31x1.htm
EX-32.1 - EXHIBIT 32.1 - China Executive Education Corp	ex32x1.htm
EX-31.2 - EXHIBIT 31.2 - China Executive Education Corp	ex31x2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10−Q

(Mark One)

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

For the quarterly period ended: June 30, 2012

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

For the transition period from ____________ to _____________

Commission File Number: 000-54086

CHINA EXECUTIVE EDUCATION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		75-3268300
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Hangzhou MYL Business Administration Consulting Co. Ltd.

Room 307, Hualong Business Building

110 Moganshan Road, Hangzhou 310005

People’s Republic of China

(Address of principal executive offices, Zip Code)

(+86) 0571-8880-8109

(Registrant’s telephone number, including area code)

_____________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 x

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

The number of shares outstanding of each of the issuer’s classes of common stock, as of August 13, 2012 is as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		22,834,100

China Executive Education Corp.

Quarterly Report on Form 10-Q

Period Ended June 30, 2012

TABLE OF CONTENTS

	Page
PART I FINANCIAL INFORMATION

Item 1. Financial Statements.	2

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	32

Item 4. Controls and Procedures.	32

PART II OTHER INFORMATION

Item 1. Legal Proceedings.	33

Item 1A. Risks Factors.	33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	33

Item 3. Defaults Upon Senior Securities.	33

Item 4. Mine Safety Disclosures	33

Item 5. Other Information.	33

Item 6. Exhibits.	33

CHINA EXECUTIVE EDUCATION CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

AS AT JUNE 30, 2012 AND DECEMBER 31, 2011

(Stated in US Dollars)

	June 30, 2012				December 31, 2011
ASSETS	(Unaudited)

Current assets:
Cash and cash equivalents-Unrestricted (including cash and cash equivalents-Unrestricted of the consolidated VIE without recourse to China Executive Education Corp of US$1,196,714 and US$294,841 as of June 30, 2012 and December 31, 2011, respectively)		$	1,772,122			$	3,570,740
Cash and cash equivalents-Restricted cash (including cash and cash equivalents-Restricted cash of the consolidated VIE without recourse to China Executive Education Corp of US$314,707 and US$317,178 as of June 30, 2012 and December 31, 2011, respectively)			314,707				317,178
Advance to vendors (including advance to vendors of the consolidated VIE without recourse to China Executive Education Corp of US$195,524 and nil as of June 30, 2012 and December 31, 2011, respectively)			749,245				602,685
Receivables from shareholder (including receivables from shareholder of the consolidated VIE without recourse to China Executive Education Corp of nil and nil as of June 30, 2012 and December 31, 2011, respectively)			1,742,689				1,914,964
Other receivables (including other receivables of the consolidated VIE without recourse to China Executive Education Corp of US$5,129,134 and US$3,749,545 as of June 30, 2012 and December 31, 2011, respectively)			3,563,044				2,934,815
Total current assets			8,141,807				9,340,382

Property, plant and equipment, net (including property, plant and equipment, net of the consolidated VIE without recourse to China Executive Education Corp of US$974 and US$458 as of June 30, 2012 and December 31, 2011, respectively)			931,186				1,128,447
Total Assets		$	9,072,993			$	10,468,829

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Customer deposits (including customer deposits of the consolidated VIE without recourse to China Executive Education Corp of US$3,360,338 and US$2,605,864 as of June 30, 2012 and December 31, 2011, respectively)		$	3,377,304			$	2,605,864
Accrued expenses (including accrued expenses of the consolidated VIE without recourse to China Executive Education Corp of nil and US$205,666 as of June 30, 2012 and December 31, 2011, respectively)			-				352,655
Deferred revenue (including deferred revenue of the consolidated VIE without recourse to China Executive Education Corp of US$4,488,341 and US$7,188,008 as of June 30, 2012 and December 31, 2011, respectively)			4,488,341				7,188,008
Other payables (including other payables of the consolidated VIE without recourse to China Executive Education Corp of US$3,611,552 and US$842,546 as of June 30, 2012 and December 31, 2011, respectively)			56,246				523,411
Taxes payable (including taxes payable of the consolidated VIE without recourse to China Executive Education Corp of nil and nil as of June 30, 2012 and December 31, 2011, respectively)			-				-
Total current liabilities			7,921,891				10,669,938

Deferred revenue- noncurrent (including deferred revenue- noncurren of the consolidated VIE without recourse to China Executive Education Corp of 19,495,626 and 16,464,222 as of June 30,2012 and December 31,2011, respectively)		$	19,495,626			$	16,464,222
Total liabilities			27,417,517				27,134,160

Commitments

Stockholders’ Deficiency
Common stock, $0.001 par value, 70,000,000 shares authorized, 22,834,100 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively		$	22,834			$	22,834
Additional paid-in capital			1,775,842				1,775,842
Accumulated deficits			(19,292,361	)			(17,466,892	)
Accumulated other comprehensive loss			(850,839	)			(997,115	)
Total stockholders’ deficiency		$	(18,344,524	)		$	(16,665,331	)
Total Liabilities and Stockholder's Equity		$	9,072,993			$	10,468,829

The accompanying notes are an integral part of these consolidated financial statements.

CHINA EXCUTIVE EDUCATION CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011

(Stated in US Dollars)


	For the three months ended June 30,								For the six months ended June 30,
	2012				2011				2012				2011
	(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenues		$	1,220,175			$	2,322,599			$	2,476,492			$	2,875,655
Cost of revenue			758,204				2,359,212				1,065,781				3,399,501
Gross profit (loss)			461,971			(36,613		)			1,410,711			（523,846		)

Operating expenses
Selling expenses			981,620				543,723				1,756,855				2,036,984
General and administrative expense			1,247,174				820,887				1,934,395				1,532,966
Total operating expenses			2,228,794				1,364,610				3,691,250				3,569,950

Income (loss) from operations			(1,766,823	)		(1,401,223		)			(2,280,539	)			(4,093,796	)

Other income (expenses)
Interest income			4,531				49,748				23,139				59,700
Other income			466,435				180,044				466,435				196,697
Other expenses			(32,570	)			(19,912	)		（34,504)					(19,912	)
Total other income(expenses)			438,396				209,880				455,070				236,485

Loss before income taxes			(1,328,427	)			(1,191,343	)			(1,825,469	)			(3,857,311	)

Provision for income taxes			-				78,038				-				327,172

Net loss			(1,328,427	)		(1,269,381		)		(1,825,469 )				(4,184,483		)

Comprehensive loss
Net loss			(1,328,427	)		(1,269,381		)			(1,825,469	)			(4,184,483	)
Foreign currency translation loss			161,337			(195,998		)			146,276			(305,967		)
Total comprehensive loss		$	(1,167,090	)		$	(1,465,379	)		$	(1,679,193	)		$	(4,490,450	)

Basic and diluted loss per common share		$	(0.06	)		$	(0.06	)		$	(0.08	)		$	(0.18	)
Basic and diluted weighted average common shares outstanding		$	22,834,100			$	22,834,100			$	22,834,100			$	22,834,100
Cash dividends per common share		$	-			$	-			$	-			$	-

See accompanying notes to consolidated financial statements

CHINA EXECUTIVE EDUCATION CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011

(Stated in US Dollars)

	For the six months ended June 30,
	2012				2011
	(Unaudited)				(Unaudited)
Cash flows from operating activities
Net loss		$	(1,825,469	)		$	(4,184,483	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization			188,206				112,687
Changes in assets and liabilities:
(Increase) decrease in -
Other receivables			(654,978	)			80,689
Advance to vendors			(152,157	)			(375,674	)
Increase (decrease) in -
Other payable			(404,922	)			(152,084	)
Customer deposits			796,464				414,994
Accrued expenses			(351,992	)			(387,760	)
Tax payable			-				(1,309,694	)
Deferred revenue			519,114				5,240,161
Net cash used in operating activities			(1,885,734	)			(561,164	)

Cash flows from investing activities
Acquisition of property and equipment			1,385				(126,334	)
Increase in construction in progress			-				(490,788	)

Net cash generated from (used in) investing activities			1,385				(617,122	)

Cash flows from financing activities
Cash receive from shareholder			158,291				-

Net cash generated from financing activities			158,291				-

Effect of exchange rate changes on cash and cash equivalents			(72,560	)			174,463

Net decrease in cash and cash equivalents			(1,798,618	)			(1,003,823	)

Cash and cash equivalents, beginning of periods			3,570,740				10,272,391

Cash and cash equivalents, end of periods		$	1,772,122			$	9,268,568

Supplemental disclosures of cash flow information:
Interest paid		$	-			$	-
Income taxes paid		$	-			$	266,263

The accompanying notes are an integral part of these consolidated financial statements.

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

China Executive Education Corp (the “Company”), formerly known as On Demand Heavy Duty Corp, is a corporation organized under the laws of the State of Nevada.

On February 12, 2010, the Company acquired all of the outstanding capital stock of Surmounting Limit Marketing Adviser Limited (“SLM”), a Hong Kong Corporation, through China Executive Education Corp., a Nevada corporation (the “Merger Sub”) wholly owned by the Company. SLM is a holding company whose only asset, held through a subsidiary, is 100% of the registered capital of Hangzhou MYL Business Administration Consulting Co., Ltd. (“MYL Business”), a limited liability company organized under the laws of the People’s Republic of China (“PRC”). Substantially all of SLM's operations are conducted in China through MYL Business, and through contractual arrangements with several of MYL Business’s affiliated entities in China, including Hangzhou MYL Commercial Services Co., Ltd. (“MYL Commercial”) and its subsidiaries. MYL Commercial is a fast-growing executive education company with dominant operation in Shanghai, the commercial center of China, providing comprehensive consulting services such as business administration, marketing strategy, designing of enterprise image, corporate investment and commerce, business conference as well as professional training programs designed to fit the needs of Chinese entrepreneurs to improve their leadership, management and marketing skills.

In connection with the acquisition, the Merger Sub issued 20 shares of the common stock of the Merger Sub which constituted no more than 10% ownership interest in the Merger Sub to the shareholders of SLM, in exchange for all the shares of the capital stock of SLM (the “Share Exchange” or “Merger”). The 20 shares of the common stock of the Merger Sub were converted into approximately 21,560,000 shares of the common stock of the Company so that upon completion of the Merger, the shareholders of SLM own approximately 98% of the common stock of the Company.

As part of the Merger, pursuant to a stock purchase agreement (the “Stock Purchase Agreement”), the Company transferred all of the outstanding capital of its subsidiary, On Demand Heavy Duty Holdings, Inc. (“Holdings”) to certain of its shareholders in exchange for the cancellation of 3,000,000 shares of the Company’s common stock (the “Split Off Transaction”). In addition, an aggregate of 3,070,000 shares were returned to the transfer agent for cancelation by other shareholders of Holdings. Following the Merger and the Split-Off Transaction, the Company discontinued its former business and is now engaged in the executive education business.

Upon completion of the Merger, there were 22,000,000 shares of the Company’s common stock issued and outstanding.

As a result of these transactions, persons affiliated with the SLM and MYL Business owned securities that in the aggregate represented approximately 98% of the equity in the Company. In addition, in connection with the change of control contemplated by the Share Exchange, the directors and officers of the Company resigned from their positions and new directors and officers affiliated with MYL Business controlled the Board of Directors.

Consequently, the Company’s name was changed from “On Demand Heavy Duty Corp.” to the Merger Sub’s name “China Executive Education Corp.” in order to more effectively reflect the Company’s business and communicate the Company’s brand identity to customers.

1. ORGANIZATION AND PRINCIPAL ACTIVITIES (continued)

The above mentioned merger transaction has been accounted for as a reverse merger under the purchase method of accounting since there was a change of control. Accordingly, SLM is treated as the continuing entity for accounting purposes. SLM did not commence business operations until April 2009.

SLM does not conduct any substantive operations of its own. Instead, through its subsidiary, MYL Business, it had entered into certain exclusive contractual agreements with Hangzhou MYL Commercial Services Co., Ltd. (“MYL Commercial”), a company incorporated in Hangzhou City, Zhejiang Province, People’s Republic of China (“PRC”) on March 25, 2009. Pursuant to these agreements, SLM is obligated to absorb a majority of the risk of loss from MYL Commercial’s activities and entitled it to receive a majority of its expected residual returns. In addition, MYL Commercial’s shareholders have pledged their equity interest in MYL Commercial to SLM, irrevocably granted SLM an exclusive option to purchase, to the extent permitted under PRC Law, all or part of the equity interests in MYL Commercial and agreed to entrust all the rights to exercise their voting power to the persons appointed by MYL Commercial. Through these contractual arrangements, the Company and SLM hold all the variable interests of MYL Commercial. Therefore, the Company is the primary beneficiary of MYL Commercial.

Based on these contractual arrangements, management believes that MYL Commercial should be considered as a Variable Interest Entity (“VIE”) under ASC 510 “Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51”, because the Company is the primary beneficiary. Accordingly, the Company consolidates MYL Commercial and its subsidiary’s results, assets and liabilities

2. UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.

As of June 30, 2012 and December 31, 2011, the Company has incurred accumulated deficits totaling $19,292,361 and $17,466,892, with stockholder’s deficiency totaling $18,344,524 and $16,665,331, and its current liabilities exceed its current assets by $219,916 and $1,329,556, respectively. For the three months ended June 30, 2012 and 2011, the Company has suffered from net loss of $1,328,427 and $1,269,381, respectively. For the six months ended June 30, 2012 and 2011, the Company has suffered from net loss of $1,825,469 and $4,184,483, respectively. These unaudited consolidated financial statements do not include any adjustments relating to the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company's ability to continue as a going concern.

3. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

The Company has restated its consolidated financial statements for the years ended December 31, 2010 and 2009, as previously disclosed in Form 10-K/A for 2010 filed on March 27, 2012. As a result, certain line items have changes and caused the restatement of the interim financial statement for the quarter ended June 30, 2011.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)	Method of accounting

The Company’s interim consolidated financial statements have been prepared in accordance with US GAAP.

The interim results of operations are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2012. The Company’s consolidated balance sheet as of December 31, 2011 has been taken from the Company’s audited consolidated balance sheet (restated) as of the date. All other consolidated financial statements contained herein are unaudited and, in the opinion of management, contain all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows for the period presented. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements (restated) and notes thereto.

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Company’s principal subsidiaries, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC, the accounting standards used in the places of their domicile. The accompanying interim consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company's subsidiaries to present them in conformity with US GAAP.

(b)	Principles of consolidation

The consolidated financial statements are presented in US Dollars and include the accounts of the Company and its subsidiary. All significant inter-company balances and transactions are eliminated in consolidation.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company owned its subsidiaries and variable interest entity (“VIE”) soon after its inception and continued to own the equity’s interests through June 30, 2012. The following table depicts the identity of the subsidiaries and VIE:

Name of the entity	Place of Incorporation	Ownership Percentage
Surmounting Limit Marketing Advisor Limited ("SLM")	Hong Kong, China	100%

Hangzhou MYL Business Administration Co., Ltd. ("MYL Business")	Hangzhou, China	100%

Shanghai MYL Consulting Co., Ltd. ("MYL Consulting")	Shanghai, China	100%

Hangzhou MYL Commercial Service., Ltd. ("MYL Commercial")	Hangzhou, China	VIE

Hangzhou Gongshu MYL Training school ("MYL Training School ")	Hangzhou, China	VIE

(c)	Use of estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

(d)	Economic and political risks

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

The Company’s operations in 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 and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e)	Cash and concentration of risk

Cash includes cash on hand, cash in banks and demand deposits in accounts maintained within the PRC and Hong Kong. The Company has not experienced any losses in such accounts and believes it is not exposed to any risk on its cash in bank accounts.

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

The Company periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in ASC No. 360, “Property, Plant and Equipment”. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.

During the reporting periods, there was no impairment loss.

(g)	Cash and cash equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains bank accounts in the Hong Kong. The subsidiaries of the Company maintain bank accounts in Hong Kong and the PRC.

(h)	Retirement benefits

The employees of the Company are members of a state-managed retirement benefit plan operated by the government of the PRC. The Company is required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Company with respect to the retirement benefit plan is to make the specified contributions.

(i)	Property, plant and equipment

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the property, plant and equipment are as follows:

Buildings	20 years
Computer and electronic equipments	3-5 years
Leasehold improvement	3 years
Motor vehicles	5 years

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The cost and 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.

(j)	Foreign currency translation

The accompanying consolidated financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi (RMB). The consolidated financial statements are translated into United States dollars from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the consolidated financial statements were as follows:

		June 30, 2011
balance sheet		RMB 6.4634 to US$1.00
Statements of income and comprehensive income		RMB 6.5383 to US$1.00

		June 30, 2012
balance sheet		RMB 6.3551 to US$1.00
Statements of income and comprehensive income		RMB 6.3175 to US$1.00

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation. In addition, the current foreign exchange control policies applicable in PRC also restrict the transfer of assets or dividends outside the PRC.

(k)	Accounts receivable

Accounts receivable is recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. Bad debts are written off as incurred. As of June 30, 2012 and December 31, 2011, there were no bad debts.

Outstanding accounts balances are reviewed individually for collectability. The Company does not charge any interest income on trade receivables. Accounts balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, the Company has not charged off any balances as it has yet to exhaust all means of collection.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(l)	Statutory reserves

As stipulated by the PRC’s Company Law and as provided in the company Articles of Association, company’s net income after taxation can only be distributed as dividends after appropriation has been made for the following:

i.	Making up cumulative prior years’ losses, if any;

ii.

Allocations to the “Statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company's registered capital, which is restricted for set off against losses, expansion of production and operation or increase in registered capital;

iii.	Allocations of 5-10% of income after tax, as determined under PRC accounting rules and regulations, to the Company's “Statutory common welfare fund”, which is restricted for capital expenditure for the collective benefits of the Company's employees; and

iv.	Allocations to the discretionary surplus reserve, if approved in the shareholders’ general meeting.

(m)	Revenue recognition

The Company records all tuition as deferred revenue when students enroll a course. At the beginning of each course, revenue is recognized on a pro rata basis over the quantity of classes attended by the students. This results in the Company’s balance sheet including future revenues that have not yet been earned as deferred revenue for courses that are not yet attended.

Refund policy permits students who apply for a refund for the portion of the course they did not attend. The Company may refund a portion of fees after negotiated. In the past practice, there are seldom cases that the students apply for refund, and it has no significant impact on revenue recognition of the Company based on the best estimation of the management Refunds result in a reduction in deferred revenue during the period that a student drops or withdraws from a class because associated tuition revenue is recognized pro rata over the quantity of classes are delivered.

Generally, net revenue varies from period to period based on several factors, including the aggregate number of students attending classes, the number of classes held during the period, and the tuition price.

The Company’s revenue is principally derived from tuition and fees associated with two kinds of educational programs to the students: proprietary training courses, and comprehensive training courses.

Proprietary training courses, which normally take several days to complete, primarily consisted of featured lectures. These courses are provided on a roll-over basis over the year. Based on the courses attendance record, the revenue is recognized at the delivered courses to the students.

Comprehensive training courses, which are composed with sixteen individual courses with systematic training in leadership development, i.e. decision making skills, negotiation skills, presentation skills and people skills. Based on the contracts, the students are eligible to enroll the courses within three years period. The revenue is recognized on pro rata basis over the quantity of classes attended.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n)	Operating lease rental

The Company did not have a lease that met the criteria of a capital lease. Leases that do not qualify as a capital lease are classified as an operating lease. Operating lease rental payments included in general and administrative expenses for the three months ended June 30, 2012 and 2011 were $288,717 and $181,975, respectively. Operating lease rental payments included in general and administrative expenses for the six months ended June 30, 2012 and 2011 were $520,368 and $373,405, respectively.

(o)	Income taxes

The Company accounts for income taxes using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

The Company is operating in the PRC, and in accordance with the relevant tax laws and regulations of PRC, the enterprise income tax rate for the three and six months ended June 30, 2012 and 2011 were 25%.

(p)	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 consolidated financial statements. The Company’s current component of other comprehensive income is the foreign currency translation adjustment.

(q)	Recently implemented standard

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. This ASU amends the FASB Accounting Standards Codification (Codification) to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments are effective for public entities for annual periods beginning after December 15, 2011, and should be applied prospectively. Early adoption is permitted; the Company currently expects to adopt this standard in the first quarter of 2012. The Company is currently reviewing the effect this new pronouncement will have on the consolidated financial statements.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, Intangibles — Goodwill and Other (Topic 350). This Accounting Standards Update amends FASB ASC 350. This amendment specifies the change in method for determining the potential impairment of goodwill. It includes examples of circumstances and events that the entity should consider in evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company does not expect the adoption of the provisions in ASU 2011-08 will have a significant impact on the Company’s consolidated financial statements.

In December 2011, the FASB issued Accounting Standards Update No. 2011-11, Balance Sheet (Topic 210)—Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The update requires entities to disclose information about offsetting and related arrangements of financial instruments and derivative instruments. The ASU is effective for annual periods beginning on or after January 1, 2013 and interim periods therein. The Company is currently evaluating the impact this update will have on our consolidated financial statements.

In December 2011, FASB issued Accounting Standards Update No. 2011−12, Comprehensive Income (“ASU 2011−12”). Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. Among the new provisions in ASU 2011-05 was a requirement for entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented (for both interim and annual financial statements); however this reclassification requirement is indefinitely deferred by ASU 2011-12 and will be further deliberated by the FASB at a future date.

In July 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-01, Health Care Entities (Topic 954): Continuing Care Retirement Communities -- Refundable Advance Fees. This ASU clarifies that an entity should classify an advance fee as deferred revenue when a continuing care retirement community has a resident contract that provides for payment of the refundable advance fee upon reoccupancy by a subsequent resident, which is limited to the proceeds of reoccupancy. Refundable advance fees that are contingent upon reoccupancy by a subsequent resident but are not limited to the proceeds of reoccupancy should be accounted for and reported as a liability. For public entities (including conduit bond obligors), the amendments in ASU No. 2012-01 are effective for fiscal periods beginning after December 15, 2012. For nonpublic entities, the amendments to the codification in the ASU are effective for fiscal periods beginning after December 15, 2013. Early adoption is permitted. The amendments in ASU No. 2012-01 should be applied retrospectively by recording a cumulative-effect adjustment to opening retained earnings (or unrestricted net assets) as of the beginning of the earliest period presented.

In July 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-02, Intangibles--Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU states that an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Codification Subtopic 350-30, Intangibles--Goodwill and Other, General Intangibles Other than Goodwill. Under the guidance in this ASU, an entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.

5. CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

Financial instruments that potentially expose the company to concentrations of credit risk, consists of cash and accounts receivable as of June 30, 2012 and December 31, 2011. The Company performs ongoing evaluations of its cash position and credit evaluations to ensure sound collections and minimize credit losses exposure.

As of June 30, 2012 and December 31, 2011, all the Company’s bank deposits were conducted with banks in the PRC where there is currently no rule or regulation mandated on obligatory insurance of bank accounts.

For the three and six months ended June 30, 2012 and 2011, all of the Company’s sales were generated from the PRC. In addition, all accounts receivable as of June 30, 2012 and December 31, 2011 also arose in the PRC.

The maximum amount of loss exposure due to credit risk that the Company would bear if the counter parties of the financial instruments failed to perform represents the carrying amount of each financial asset on the balance sheet.

Normally, the Company does not require collateral from customers or debtors.

6. VARIABLE INTEREST ENTITY

PRC regulations currently limit direct foreign ownership of business entities to engage in education business in the PRC. To comply with these PRC regulations, the Company currently conducts the education business through MYL Commercial, and MYL Training School, VIES.

On May 1, 2009 MYL Business has entered into a series of exclusive contractual arrangements with (the “Contractual Arrangements”) MYL Commercial, pursuant to which MYL Business exercise effective control over the operations of MYL Commercial and receive the economic benefits of MYL Commercial. These agreements are summarized in the following paragraphs.

Exclusive Services Agreement. Pursuant to an exclusive services agreement by and among MYL Business, MYL Commercial and its subsidiary, dated May 1, 2009, MYL Commercial and its subsidiary irrevocably entrusted to MYL Business the management and operation of MYL Commercial and its subsidiary and the responsibilities and authorities of their shareholders and directors. The service fee to be paid by MYL Commercial and its subsidiary is equal to 95% of their total income which can be waived by MYL Business from time to time in its sole discretion.

Call Option Agreement. Pursuant to a call option agreement by and among MYL Business, MYL Commercial and MYL Commercial’s shareholders and subsidiary, dated as of May 1, 2009, each of MYL Commercial and MYL Commercial’s shareholders have granted MYL Business or its designee an exclusive option to purchase all or part of their equity interests in MYL Commercial and its subsidiary, or all or part of the assets of MYL Commercial, in each case, at any time determined by MYL Business and to the extent permitted by PRC law.

Voting Rights Proxy Agreement. Pursuant to a voting rights proxy agreement by and among MYL Business, MYL Commercial and MYL Commercial’s shareholders and subsidiary, dated as of May 1, 2009, the shareholders of MYL Commercial and its subsidiary have granted the personnel designated by MYL Business the right to appoint directors and senior management of MYL Commercial and its subsidiary and to exercise all of their other voting rights as shareholders of MYL Commercial and its subsidiary, as the case may be, as provided under the articles of association of each such entity. Under the voting rights proxy agreement, there are no restrictions on the number, to the extent allowed under the respective articles of association of MYL Commercial and its subsidiary, or identity of those persons we can appoint as directors and officers.

Equity Pledge Agreement. Pursuant to an equity pledge agreement by and among MYL Business, MYL Commercial and MYL Commercial’s shareholders and subsidiary, dated as of May 1, 2009, each of the shareholders has pledged all his or its equity interest in MYL Commercial and Hangzhou Gongshu MYL its subsidiary as the case may be, to MYL Business to secure their obligations under the relevant contractual control agreements to which each is a party, including but not limited to, the obligations of MYL Commercial and its subsidiary under the exclusive services agreement, call option agreement and voting rights proxy agreement. Under this equity pledge agreement, the shareholders have agreed not to transfer, assign, pledge or otherwise dispose of their interest in MYL Commercial or its subsidiary, as the case may be, without the prior written consent of MYL Business. Each equity pledge is to be registered with the local Administration for Industry and Commerce (the “AIC”).

Pursuant to the equity pledge agreement between MYL Business and MYL Commercial, the shareholders of MYL Commercial pledged all of their equity of MYL Commercial (RMB 500,000 or approximately $78,651) to MYL Business. Pursuant to the equity pledge agreement between MYL Business, MYL Commercial and Hangzhou Gongshu MYL, the shareholders of Hangzhou Gongshu MYL pledged all of the equity of Hangzhou Gongshu MYL (RMB 600,000 or approximately $94,443.6) to MYL Business. The Company is in the process of checking with the local AIC regarding whether they are required to register two separate equity pledges.

As a result of these Contractual Arrangements, under U.S.GAAP, MYL Business is considered the primary beneficiary of MYL Commercial and thus consolidates its results in our consolidated financial statements.

As a result of the Contractual Arrangement, MYL Business was granted with unconstrained decision making rights and power over key operational functions within the MYL Commercial. As a result, MYL Business will bear all of the VIEs operating costs in exchange for 100% of the net income the VIEs. There is not any income or loss of the VIEs attributed to other parties. MYL Business does not have any equity interest in the VIEs, but instead has the right to enjoy economic benefits similar to equity ownership through its Contractual Arrangements with MYL Commercial.

These contractual arrangements may not be as effective in providing MYL Business with control over the MYL Commercial as direct ownership. Due to its VIE structure, MYL Business has to rely on contractual rights to effect control and management of the MYL Commercial, which exposes it to the risk of potential breach of contract by the shareholders of MYL Commercial.

6. VARIABLE INTEREST ENTITY (continued)

In addition, as all of these Contractual Arrangements are governed by PRC law and provide for the resolution of disputes through either arbitration or litigation in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could further limit the Company’s ability to enforce these contractual arrangements. Furthermore, these contracts may not be enforceable in China if PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event the Company is unable to enforce these contractual arrangements, it may not be able to exert effective control over the VIEs, and its ability to conduct its business may be materially and adversely affected. At present, the equity interest pledge agreement has not been registered with the PRC regulator.

None of the assets of the VIEs can be used only to settle obligations of the consolidated VIEs. Conversely, liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets.

The following financial statement amounts and balances of the VIEs were included in the accompanying consolidated financial statements::

	As of ,
	June 30,		December 31,
	2012		2011
Total assets	$	6,837,053		$	4,362,022
Total liabilities	$	30,955,857		$	27,306,306

7. PROPERTY, PLANT AND EQUIPMENT, NET

Details of property, plant and equipment are as follows:

	As of,
	June 30,			December 31,
At cost	2012			2011
Buildings	$	98,317		$	99,089
Computer and electronic equipments		220,539			223,659
Leasehold improvement		488,435			492,271
Motor vehicles		630,807			635,760
Less: accumulated depreciation		(506,912	)		(322,332	)
	$	931,186		$	1,128,447

Depreciation expense included in the general and administrative expenses for the six months ended June 30, 2012 and 2011 was $188,206 and $112,687, respectively.

8. OTHER RECEIVABLES

Other receivables were comprised of the following:

	As of
	June 30, 2012		December 31, 2011

Disbursement and advances to employees	$	2,086,142	$	1,586,178
Business tax prepaid		749,002		844,757
Deposits paid		725,737		503,880
Others		2,163		-
	$	3,563,044	$	2,934,815

9. OTHER PAYABLES

Other payables were comprised of the following:

	As of
	June 30, 2012			December 31, 2011

Payables to outside service providers		$	15,735		$	335,575
Sundry PRC taxes payables			28,468			29,240
Deposits received and credit guarantees			2,846			11,100
Business taxes payable			9,197			147,496
Sundries			-			-
		$	56,246		$	523,411

10. DEFERRED REVENUE

Deferred revenue represents the tuition fees from enrolled students for courses not delivered. As of June 30, 2012 and December 31, 2011, deferred revenue included in current liabilities amounted to $4,488,341 and $7,188,008, respectively. Included in non-current liabilities amounted to $19,495,626 and $16,464,222, respectively.

11. RELATED PARTY TRANSACTION

On July 2, 2010, the Company declared dividends in the total amount of RMB 12,075,000 (equivalent to $1,784,088) out of the retained earnings balance of Hangzhou MYL for the fiscal year ended December 31, 2009 to its sole shareholder, Surmounting Limit Marketing Adviser Limited(“SLM”). On the same date, SLM also made a resolution to distribute the net tax amount of such dividend that SLM receives to Magic Dream Enterprises Ltd., a company incorporated under the laws of British Virgin Island. And the shareholder Mr. Liang Kaien, the shareholder of the Company and Magic Dream Enterprises Ltd received the dividend payment. However, as at December 31, 2010, the Company’s Board of Directors adopted a resolution, the dividend previously declared invalid, the Company should collect back the payment from the shareholder, Mr. Liang Kaien. As of June 30, 2012, receivable from shareholder amounted to $1,742,689.

The Company has several rental arrangements providing residential units to house key employees, including the Chief Executive Officer Mr. Liang Kaien, Chief Operating Officer Mr. Xu Pokai, and Chief Strategy Officer Mr. Chen Tingyuan. For the six months ended June 30, 2012 and 2011, housing benefit provided to these officers totaled $116,261 and $112,335, respectively.

12. BASIC AND DILUTED LOSSES PER SHARE

In accordance with ASC 260 Earnings per Share, basic losses per common share is computed by using net losses divided by the weighted average number of shares of common stock outstanding for the periods presented. Diluted losses per share reflect the potential dilution of securities that could share in the losses of the Company. Potential common stock shares consist of shares that may arise from outstanding dilutive common stock options and warrants (the number of which is computed using the “treasury stock method”). The calculation of diluted losses per common share assumes that outstanding common shares were increased by shares issuable upon exercise of those stock warrants for which the market price exceeds the exercise price, less shares that could have been purchased by the Company with related proceeds.

		For six months ended June 30,
		2012			2011

Net losses	$	(1,825,469	)	$	(4,184,483	)
Weighted average number of common shares outstanding – basic and diluted		22,834,100			22,834,100
Losses per share – basic and diluted	$	(0.08	)	$	(0.18	)

13. PROVISION FOR INCOME TAXES

United States

China Executive Education Corp. is subject to United States tax at a tax rate of 35%. No provision for income tax in the United States has been made as China Executive Education Corp. had no U.S. taxable income for the three and six months ended June 30, 2012 and 2011.

Hong Kong

Incorporated in Hong Kong, the company is governed by the income tax law of Hong Kong. According to current Hong Kong income tax law, the applicable income tax rate for the company is 16.5%. No provision for income tax in the Hong Kong has been made as the Company had no Hong Kong taxable income for the three and six months ended June 30, 2012 and 2011.

PRC

In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to state and local income taxes within the PRC at the applicable tax rate on the taxable income. On March 16, 2007, the National People’s Congress of the PRC enacted a new Enterprise Income Tax Law (“Enterprise Income Tax Law”) under which foreign invested enterprises and domestic companies would be subject to Enterprise Income Tax Law at a uniform rate of 25%. The Enterprise Income Tax Law became effective on January 1, 2008.

The Company’s PRC subsidiaries are subject to income tax at a rate of 25% for the three and six months ended June 30, 2012 and 2011.

The following table reconciles the Company’s effective tax for the years presented:

	Six months ended June 30,
	2012			2011

Loss before income taxes benefits	$	(1,825,469	)	$	(3,857,311	)
PRC statutory income tax rate		25	%		25	%
Income tax at statutory tax rate		(456,367	)		(964,328	)
Permanent differences		456,367			1,291,500
Expected enterprise income tax benefits at statutory tax rate	$	-		$	327,172

13. PROVISION FOR INCOME TAXES (continued)

The significant components of income tax components are as follows:

	Six months ended June 30,
	2012		2011

Current:
Provision for PRC Enterprise Income Tax	$	-	$	327,172

Deferred:
Provision for PRC Enterprise Income Tax		-		-
Income tax expenses (benefits)	$	-	$	327,172

Deferred tax assets reflect the tax effects of temporary differences due to deferred revenue and between the carrying amounts of assets and liabilities for financial reporting purpose and the tax bases used for income tax purpose.

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets and liabilities as of June 30, 2012 and December 31, 2011 are summarized as follows:

	As of ,
	June 30,		December 31,
	2012		2011
Deferred tax assets:
Loss carried forward	$	7,229,456	$	5,913,058
Valuation allowance		(7,229,456)		(5,913,058	)
Net deferred tax assets	$	-	$	-

14. COMMITMENTS AND CONTINGENCIES

The Company did not have any significant capital commitment as of June 30, 2012 and December 31, 2011.

From time to time, the Company leases office spaces in Shanghai and Hangzhou in China to conduct its normal business activities, such as business administration, recruiting students, holding the business conferences and providing professional training courses or featured lectures to students. The Company also has several rental arrangements which provide residential units to house key employees. These lease agreements will expire before April 30, 2014.

Rent expenses for the above rental arrangements total $288,717 and $181,975 for the three months ended June 30, 2012 and 2011, respectively. Rent expenses for the above rental arrangements total $520,368 and $373,405 for the six months ended June 30, 2012 and 2011, respectively.

14. COMMITMENTS AND CONTINGENCIES (continued)

The minimum obligations under such commitments (unless otherwise stated) for the years ending December 31 until their expiration are summarized below:

Year	Amount
2012	$	389,681
2013		654,380
2014		209,629
Total	$	1,253,690

The Company did not record any contingencies as of June 30, 2012 and December 31, 2011.

15. SUBSEQUENT EVENTS

The Company has evaluated all other subsequent events and determined that there were no other subsequent events or transactions that require recognition or disclosures in the financial statements

ITEM 2.

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

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2011, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Terms

Except where the context otherwise requires and for the purposes of this report only:

·	“Company,” “we,” “us,” and “our” refer to the combined business of China Executive Education Corp., a Nevada corporation, and its consolidated subsidiaries and variable interest entity;

·	“SLM” refers to our subsidiary Surmounting Limit Marketing Adviser Limited, a Hong Kong limited company;

·	“MYL Business” refers to our indirect subsidiary Hangzhou MYL Business Administration Consulting Co., Ltd., a PRC limited company;

·	“Shanghai MYL” refers to our indirect subsidiary Shanghai MYL Business Administration Consulting Co. Ltd., a PRC limited company;

·	“MYL Commercial” refers to our variable interest entity Hangzhou MYL Commercial Services Co., Ltd., a PRC limited company;

·	“MYL Training School” refers to MYL Commercial’s subsidiary Hangzhou Gongshu MYL Training School;

·	“Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

·	“PRC” and “China” are to the People’s Republic of China, excluding Hong Kong, Macau and Taiwan;

·	“SEC” are to the Securities and Exchange Commission;

·	“Securities Act” are to the Securities Act of 1933, as amended;

·	“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

·	“Renminbi” and “RMB” are to the legal currency of China; and

·	“U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.

Overview of our Business

We are a fast-growing executive education company with operations in Hangzhou and Shanghai, China. We operate comprehensive business training programs that are designed to fit the needs of Chinese entrepreneurs and to improve their leadership, management and marketing skills, as well as bottom-line results. Our comprehensive business training initiatives integrate research-based, proprietary content with processes that are specifically connected to the critical business issues that most private Chinese companies are facing. Our programs enable the trainees to better achieve their potential and better align their individual goals and competencies with the organizational objectives of their employers or business.

Our open-enrollment training programs include our proprietary training courses and comprehensive training courses. Our comprehensive training courses include one package of 16 courses for CEO and C-Level managers, as well as 23 leadership and personal development courses, focusing on management skills, negotiation skills, leadership skills and public speaking skills, among others. Featured lectures, delivered to large audiences, are presented by experts or well-known speakers in each relevant field. In 2011, we organized 4,613 such lectures in Shanghai. We believe that our network of speaking professionals is a leading platform for inspiring audiences to new levels of motivation and commitment.

We market our training programs directly to business executives through promotional seminars. Our websites are www.magicyourlife101.com and www.myl101.com.

Our principal executive offices are located at c/o Hangzhou MYL Business Administration Consulting Co. Ltd., Room 307, Hualong Business Building, 110 Moganshan Road, Hangzhou 310005, People’s Republic of China, and our telephone number is (86) 0571-8880-8109.

Restatement of Previously Issued Financial Statements

Second Quarter Financial Performance Highlights

The following summarizes certain key financial information for the second quarter of 2012:

·	Revenues: Revenues were $1,220,175 for the three months ended June 30, 2012, a decrease of $1,102,424, or 47%, from $2,322,599 for the same period last year.

Gross profit and margin: Gross profit was $461,971 for the three months ended June 30, 2012, an increase of $498,584 from gross loss of $36,613 for the same period last year. Gross margin was 38% for the three months ended March 31, 2012, as compared to negative 2% for the same period last year, a 40% increase.

·	Net loss: Net loss attributable to the Company was $1,328,427 for the three months ended June 30, 2012, a decrease of $59,046, or 5%, from a net loss of $1,269,381 for the same period of last year.

·	Fully diluted net loss per share: Fully diluted net loss per share for the three months ended June 30, 2012 was $0.06, as compared to a net loss per share of $0.06 for the same period last year.

Results of Operations

Comparison of Three Months Ended June 30, 2012 and June 30, 2011

The following table sets forth key components of our results of operations for the periods indicated.

	For the three months ended June 30
	2012				2011				Increase (Decrease)
									$			%

Revenues		$	1,220,175			$	2,322,599		$	(1,102,424)		(47	%)
Cost of revenue			758,204				2,359,212			(1,601,008)		(68	% )
Gross profit (loss)			461,971				(36,613)			498,584		-

Operating expenses
Selling expenses			981,620				543,723			437,897		81	%
General and administrative expenses			1,247,174				820,887			426,287		52	%
Total operating expenses			2,228,794				1,364,610			864,184		63	%

Loss from operations			(1,766,823	)			(1,401,223	)		(365,600)		26	%

Total Other income(expenses)			438,396				209,880			228,516		99	%

Loss before income taxes			(1,328,427	)			(1,191,343	)		(157,084)		13	%

Provision for income taxes			-				78,038			(78,038	)	(100	%)

Net loss			(1,328,427	)			(1,269,381	)		(79,046)		6	%

Revenues. We provide two kinds of training programs to students: (1) proprietary training courses and (2) comprehensive training courses. Proprietary training courses, which normally take several days to complete, primarily consist of featured lectures. These courses are provided on a roll-over basis over the year. Our comprehensive training course package includes sixteen individual courses with systematic training in leadership development, i.e. decision making skills, negotiation skills, presentation skills and people skills. Ten of these courses are provided by Chinese lecturers and six by invited foreign lecturers, and normally take several months to complete. We normally collect student tuition before the courses can be arranged and provided, and record what is collected as deferred revenue. Our deferred revenue is subsequently recognized as revenue only to the extent that the courses or trainings have been fully arranged and delivered to the students, evidenced by the student course attendance record. Tuition collection for any un-arranged or un-delivered trainings remain in the deferred revenue pool. This results in a large amount of deferred revenue reported on our balance sheet.

The following table provides a breakdown of our revenues for the three months ended June 30, 2012 and 2011, respectively:

	Three Months Ended June 30,								Increase
	2012				2011				(Decrease)
		$	%			$	%			$	%
Proprietary Training Courses	$	832,414	68	%	$	1,101,132	47	%	$	(268,718)	(24	%)
Comprehensive Training Courses		387,761	32	%		1,221,467	53	%		(833,706)	(68	%)
Total Revenues	$	1,220,175	100	%	$	2,322,599	100	%	$	(1,102,424)	(47	%)

Our total revenues decreased $1,102,424, or 47%, to $1,220,175 for the three months ended June 30, 2012, from $2,322,599 for the same period of 2011. Such decrease was attributable to a number of factors.

Revenue from proprietary training courses decreased by $268,718, or 24%, to $832,414 for the three months ended June 30, 2012, from $1,101,132 for the same period in 2011. Such decrease was primarily due to the decreased average tuition price from $1,510 per course in the three months ended June 30, 2011 to $840 per course in the three months ended June 30, 2012. The Company focused on promotional sales seminars during the quarter ended June 30, 2012 to recruit more students to participate the training courses in the near future. As a result, 991 students attended the proprietary trainings for the three months ended June 30, 2012 as compared to only 729 students in the same period in 2011. However, the tuition collected from such promotional seminars was lower than the Company’s routine course offerings. The increase in student attendance was offset by the decrease in average tuition price for the period indicated.

Revenue from comprehensive training courses decreased by $833,706, or 68%, to $387,761 for the three months ended June 30, 2012, from $1,221,467 for the same period in 2011. For the three months ended June 30, 2012, only 274 courses have been delivered to 221 individual students, with average tuition of $1,415 per course per student. For the same period in 2011, we offered 1,240 courses to 1,144 students, with average tuition of $985 per course per student. Average tuition price increased $430, or 44%, for the quarter ended June 30, 2012, but the number of students attending the trainings decreased about 81% as compared to the same period of last year.

Cost of revenue. Our costs of revenue primarily includes expenditures incurred in connection with providing educational services to the students, such as renting conference rooms, booking hotels, compensation for lecturers, renting training equipment and materials as well as other direct labor costs incurred. Our cost of revenue decreased by approximately $1,601,008, or 68%, to $758,204 for the three months ended June 30, 2012, from $2,359,212 for the same period in 2011.

The following table summarizes the cost of revenue for the three months ended June 30, 2012 and 2011:

	Three Months Ended June 30,								Increase
	2012				2011				(Decrease)
		$	%			$	%			$		%
Cost of lecturer's compensation	$	137,441	18.13	%	$	971,339	41.17	%	$	(833,898	)	(86	%)
Hotel and conference room		511,130	67.41	%		992,867	42.09	%		(481,737	)	(49	%)
Educational facility costs		2,293	0.30	%		28,601	1.21	%		(26,308	)	(92	%)
Administrative support		21,227	2.80	%		113,776	4.82	%		(92,549	)	(81	%)
Other cost		3,950	0.52	%		4,695	0.20	%		(745	)	(16	%)
Business tax		82,163	10.84	%		247,934	10.51	%		(165,771	)	(67	%)
Total cost of revenue	$	758,204	100	%	$	2,359,212	100	%	$	(1,601,008	)	(68	%)

The decrease in costs of revenue was attributable to the cumulative effect of the following factors.

First, cost of lecturer’s compensation decreased by $833,898, or 86%, to $137,441, or 18.13% of total cost of revenue, for the three months ended June 30, 2012, as compared to $971,339, or 41.17% of total cost of revenue, for the same period in 2011. The decrease in lecturers’ compensation cost was primarily due to increased use of local student recruiting agents and a decrease in the number of foreign lecturers. In the 2012 period, we used more local student recruiting agents to help recruit students and organize localized student trainings. With the aid of local recruiting agents, student trainings can be arranged and organized in advance and in the format of centralized training, so that the lecturers can deliver the course training to many students at one time. This helped to reduce costs and improve training efficiency. During the 2011 period, we invited more foreign lecturers to China. Compensation paid to invited foreign lecturers is normally higher than compensation paid to local Chinese lecturers. For the three months ended June 30, 2011, we paid about $480,000 to invited foreign lecturers John Maxwell and John Grey. For the three months ended June 30, 2012, we did not invite any foreign lecturer. As a result, cost of lecturer’s compensation declined accordingly.

Second, the cost of hotel and conference rooms decreased by $481,737, or 49%, to $511,130, or 67.41% of total cost of revenue, for the three months ended June 30, 2012, as compared to $992,867, or 42.08% of total cost of revenue, for the same period in 2011. The decrease in hotel and conference room costs was mainly because we shifted and extended the trainings to many local geographic areas other than in Shanghai as we did in the past. Such shift was to provide scheduling and transportation convenience for many local students. The hotel standard rate in many local areas was much lower than in Shanghai. As a result, our hotel and conference room expenses decreased. In addition, there was no invited foreign lecturer for the three months ended June 30, 2012; as a result, hotel and conference room expense declined for the three months ended June 30, 2012, as compared to the same period of 2011.

Third, the cost of administrative support decreased by $92,549, or 81%, to $21,227, or 2.80% of total cost of revenue, for the three months ended June 30, 2012, as compared to $113,776, or 4.82% of total cost of revenue, for the same period in 2011. The decrease was because many organizational tasks have been undertaken by our local student recruiting agents who helped to organize and coordinate trainings and promotional seminars. As a result, we incurred less administrative support cost in 2012. For the same period in 2011, in order to organize the lecture performed by an invited foreign lecturer in Shanghai, we incurred more administrative support expense.

Fourth, business sales taxes decreased by $165,771, or 67%, to $82,163 for the three months ended June 30, 2012, as compared to $247,934 for the same period in 2011. We are subject to a 5% business sales tax calculated based on the invoiced amount upon student registration, not based on actual revenue recognized for the period indicated. The decrease in sales tax for the three months ended June 30, 2012 was because the actual invoiced amount was less than in the same period of 2011. In the three months ended June 30, 2011, more students have registered for the courses, but a significant amount of cash collection was not recognized as revenue but recorded as deferred revenue.

Gross profit and gross margin. Our gross profit is equal to the difference between our revenues and our cost of revenues. Our gross profit increased by $498,584, to $461,971 for the three months ended June 30, 2012, from a gross loss of $36,613 for the same period in 2011. Our gross profit as a percentage of revenue (gross margin) increased to 38% for the quarter ended June 30, 2012 from negative 2% in the same period in 2011. The increase in gross margin was due to our decreased cost of revenue in 2012. Our cost of revenue decreased in large part due to decreased lecturers’ compensation during the quarter ended June 30, 2012. In addition, we shifted the training locations to many local markets other than in Shanghai which led to decreased lecturers’ compensation and hotel costs as discussed above. In the same period in 2011, we had higher lecturers’ compensation, incurred more hotel and conference – room expense and administrative support expenses. As a result of the decrease in our cost for the three months ended June 30, 2012, our gross margin increased accordingly.

Selling expenses. Our selling expenses primarily include advertising expense, sales commission paid to outside agents for student recruiting and salaries paid to our own sales force, professional fees paid to consultants, auditors and legal counsel, rental expenses and other fees. The increase in sales and marketing expenses of $437,897, or 81%, was primarily due to our marketing strategy shift to use local student recruiting agents to recruit students for the three months ended June 30, 2012, instead of using our own sales and marketing force to develop business in remote geographic areas other than in our headquartered areas. As a result of this marketing strategy shift, sales consulting fees paid to student recruiting agents increased accordingly. We expect our selling and marketing expense to remain at a relatively stable level in the near future as we continue to use outsourced sales agents to help promote our training courses and conduct part of the student recruiting tasks.

General and administrative expenses. Our general and administrative expenses principally include staff salaries and benefits, traveling and entertainment expenses, professional fees, such as consulting, audit and legal fees, rent expenses and other associated fees. Our general and administrative expenses increased $426,287, or 52%, for the three months ended June 30, 2012, as compared with the three months ended June 30, 2011. The increase was due to increased operating lease expenses incurred on our headquarter office. The increase was also caused by increased salary expenses because we adjusted and raised employee salary base in response to general inflation. We expect that our general and administrative expenses will increase as we expand our business and operations. The Company will need to enhance management’s skill level to adapt to the complex business environment because we are subject to the rules and regulations of the United States securities laws as well as a certain level of corporate governance and internal controls. We believe that we will need to hire more personnel as our business continues to grow, and we believe that we will need to incur additional general and administrative costs in the near future to support our business.

Provision for income taxes. Our PRC operating subsidiaries and variable interest entity are governed by the income tax laws of the PRC and are subject to a statutory rate of 25% on income reported in the financial statements after appropriate tax adjustments. For the three months ended June 30, 2012 and 2011, we incurred income taxes of $0 and $78,038, respectively. Such increase was primarily due to increased taxable income.

Net income (loss). As a result of the cumulative effect of the foregoing factors, we generated a net loss of $1.33 million for the three months ended June 30, 2012, as compared to a net loss of $1.27 million for the same period of 2011, a decrease of $79,046, or 6%. The decrease in our net loss was primarily attributable to our decreased cost of revenue, offset by our increased operating expenses as discussed above.

Comparison of Six Months Ended June 30, 2012 and June 30, 2011

The following table sets forth key components of our results of operations for the periods indicated.

	For the six months ended June 30								Increase
	2012				2011				(Decrease)
									$			%

Revenues		$	2,476,492			$	2,875,655		$	(399,163)		(14	%)
Cost of revenue			1,065,781				3,399,501			(2,333,720)		(69	%)
Gross profit			1,410,711				(523,846)			1,934,557		-

Operating expenses
Selling expenses			1,756,855				2,036,984			(280,129)		(14	%)
General and administrative expenses			1,934,395				1,532,966			401,429		26	%
Total operating expenses			3,691,250				3,569,950			121,300		3	%

Loss from operations			(2,280,539	)			(4,093,796	)		1,813,257		(44	%)

Total Other income(expenses)			455,070				236,485			218,585		92	%

Loss before income taxes			(1,825,469	)			(3,857,311	)		2,031,842		(53	%)

Provision for income taxes			-				327,172			(327,172	)	(100	%)

Net loss			(1,825,469	)			(4,184,483	)		2,359,014		(56	%)

Revenues. For the six months ended June 30, 2012, our net revenue decreased by $399,163, or 14% to $2,476,492, from $2,875,655 for the same period of 2011. During the six months ended June 30, 2012, we continue to expand our business operations to certain new geographic areas other than the previously focused areas of Hangzhou and Shanghai. The business expansion was through developing a cooperative relationship with many local student recruiting agencies, which greatly helped us recruit more students for our proprietary training courses. For the six months ended June 30, 2012, 2,259 students attended our training courses or featured lectures (including 1,874 students for proprietary training courses and 385 students for comprehensive training programs) and we initiated more than 30 promotional seminars to sell our training programs. For the same period in 2011, we provided training services to 2,633 students (including 1,235 students for proprietary training courses and 1,398 students for comprehensive training programs) and only 20 promotional seminars were initiated.

The following table provides a breakdown of our revenues for the six months ended June 30, 2012 and 2011, respectively:

	Six Months Ended June 30,								Increase
	2012				2011				(Decrease)
		$	%			$	%			$	%
Proprietary Training Courses	$	1,746,793	71	%	$	1,393,350	48	%	$	353,443	25	%
Comprehensive Training Courses		729,699	29	%		1,482,305	52	%		(752,606)	(51	%)
Total Revenues	$	2,476,492	100	%	$	2,875,655	100	%	$	(399,163)	(14	%)

The decrease in our revenue was attributable to a number of factors. First, revenue from proprietary training courses increased $353,443, or 25%, for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011. The number of students that participated in the proprietary training courses increased from 1,235 in the six months ended June 30, 2011 to 1,874 in the same period of 2012 as a result of using outsourced local agents to promote our training programs, which broadened our market coverage. In addition, in order to stimulate student registration, we initiated about 30 promotional seminars to sell our training programs to attract student’s participation. However, average tuition price decreased from $1,128 per student per course in 2011 to $932 per student per course in 2012. Consequently, the increase in student recruiting led to the increase in our revenue from proprietary courses for the six months ended June 30, 2012.

Second, revenue from comprehensive training programs decreased from $1,482,305 for the six months ended June 30, 2011 to $729,699 for the six months ended June 30, 2012, a decrease of $752,606, or 51%. The decrease was mainly because fewer students attended comprehensive training programs. For the six months ended June 30, 2011, two invited foreign lecturers, Mr. John Grey and Mr. John Maxwell, provided lectures to students. As a result, more students attended the comprehensive course training programs. For the same period of 2012, we did not invite any foreign lecturers. Consequently, for the six months ended June 30, 2011, 1,512 courses have been offered to 1,398 students in comprehensive training programs at an average tuition price of $980 per course. For the six months ended June 30, 2012, 505 courses have been offered to 385 students in comprehensive training programs at an average tuition price of $1,445 per course. The average tuition price per course increased 47% for the six months ended June 30, 2012 as compared to the prior comparative period. The decrease in revenue from comprehensive training courses reflected the above combined factors.

Cost of revenue. Our overall cost of revenue decreased by $2,333,720, or 69%, to $1,065,781 for the six months ended June 30, 2012, from $3,399,501 for the same period in 2011.

The following table summarizes the cost of revenue for the six months ended June 30, 2012 and 2011:

	For the six months ended June 30,									Increase
	2012				2011					(Decrease)
	$		%				$			$			%
Cost of lecturer's compensation	$	209,743	19.68	%	$	1,422,927		41.86	%	$	(1,213,184	)	(85	%)
Hotel and conference-room		635,193	59.60	%		1,227,255		36.10	%		(592,062	)	(48	%)
Educational facility costs		17,649	1.66	%		51,097		1.50	%		(33,448	)	(65	%)
Administrative support		44,420	4.17	%		170,573		5.02	%		(126,153	)	(74	%)
Other cost		5,263	0.49	%		9,103		0.27	%		(3,840	)	(42	%)
Business tax		153,513	14.4	%		518,546		15.25	%		(365,033	)	(70	%)
Total cost of revenue	$	1,065,781	100	%	$	3,399,501		100	%	$	(2,333,720	)	(69	%)

The decrease in costs of revenue was attributable to the cumulative effect of the following factors.

First, cost of lecturer’s compensation decreased by $1,213,184, or 85%, to $209,743, or 19.68% of total cost of revenue, for the six months ended June 30, 2012, as compared to $1,422,927, or 41.86% of total cost of revenue, for the same period in 2011. The decrease in lecturers’ compensation cost was primarily due to increased use of local student recruiting agents and a decrease in the number of foreign lecturers. In the 2012 period, we used more local student recruiting agents to help recruit students and organize localized student trainings. With the aid of local recruiting agents, student trainings can be arranged and organized in advance and in the format of centralized training, so that the lecturers can deliver the course training to mass students at one time. This helped to reduce cost and improve training efficiency. During the 2011 period, we invited foreign lecturers to China. Compensation paid to invited foreign lecturers is normally higher than compensation paid to local Chinese lecturers.

Second, the cost of hotel and conference rooms decreased by $592,062, or 48%, to $635,193, or 59.60% of total cost of revenue, for the six months ended June 30, 2012, as compared to $1,227,255, or 36.10% of total cost of revenue, for the same period in 2011. The decrease in hotel and conference room costs was mainly because we shifted and extended the trainings to many local geographic areas other than in Shanghai as we did in the past. Such shift was to provide schedule and transportation convenience many local students. The hotel standard rate in many of these local areas was much lower than in Shanghai. In addition, there was no invited foreign lecturer for the six months ended June 30, 2012; as a result, hotel and conference room expense declined for the six months ended June 30, 2012 as compared to the same period of 2011.

Third, the cost of administrative support decreased by $126,153, or 74%, to $44,420, or 4.17% of total cost of revenue, for the six months ended June 30, 2012, as compared to $170,573, or 5.02% of total cost of revenue, for the same period in 2011. The decrease was because many organizational tasks have been undertaken by our local student recruiting agents who helped to organize and coordinate trainings and promotional seminars. As a result, we incurred less administrative support cost in 2012. For the same period in 2011, in order to organize the lecture performed by an invited foreign lecturer in Shanghai, we incurred more administrative support expense.

Fourth, business sales taxes decreased by $365,033, or 70%, to $153,513 for the six months ended June 30, 2012, as compared to $518,546 for the same period in 2011. We are subject to a 5% business sales tax calculated based on the invoiced amount upon student registration, not based on actual revenue recognized for the period indicated. The decrease in sales tax for the six months ended June 30, 2012 was because the actual invoiced amount was less than in the same period of 2011. In the six months ended June 30, 2011, more students registered for the courses, but a significant amount of cash collection was not recognized as revenue but recorded as deferred revenue.

Gross profit and gross margin. Our gross profit increased by $1,934,557, to approximately $1,410,711 for the six months ended June 30, 2012, from a gross loss of $523,846 for the same period in 2011. Our gross profit as a percentage of revenue (gross margin) increased to 57% in the six months ended June 30, 2012 from negative 18% in the same period in 2011. The increase in gross margin was due to our decreased cost of revenue in 2012. Our cost of revenue decreased because we shifted the training locations to many local markets other than in Shanghai, which led to decreased lecturers’ compensation and hotel costs as discussed above. In the same period of 2011, we paid more lecturer’s, incurred more hotel and conference room expense and administrative support expenses. As a result, our gross margin increased accordingly.

Operating Expenses

The following table sets forth our operating expenses for the periods indicated:

	2012		2011 (Restated)
Selling Expenses	$	1,756,855	$	2,036,984
General and administrative Expense		1,934,395		1,532,966
Total operating expenses	$	3,691,250	$	3,569,950

Total operating expenses were $3,691,250 for the six months ended June 30, 2012, representing 3% of revenue, or a $121,300 increase, as compared to $3,569,950 for the six months ended June 30, 2011.

Selling expenses. Our selling expenses decreased by $280,129, or 14%, to $1,756,855 for the six months ended June 30, 2012, from $2,036,984 for the same period in 2011. Such decrease was primarily due to our marketing strategy shift to using local student recruiting agents to recruit students, rather than using our own sales and marketing force to develop business in remote geographic areas (other than in our headquartered areas). As a result of this marketing strategy shift, sales consulting fees as well as salary paid to our own sales force declined for the six months ended June 30, 2012. For the same period of 2011, we primarily relied on several consulting firms as well as our own sales force to market our training programs and recruit students. Consequently, we incurred higher commission fee and salary expense than in 2012. We expect that our selling expense will remain at a relatively stable level in the near future as we continue to use outsourced sales agents to help promote our training courses and conduct part of student recruiting tasks.

General and administrative expenses. Our general and administrative expenses increased by $401,429, or 26%, to $1,934,395 for the six months ended June 30, 2012, from $1,532,966 for the same period in 2011. The increase was primarily due to decreased consulting fees in connection with maintaining our Company’s public status in the United States. The increase in our general administrative expenses was due to increased operating lease expenses incurred on our headquarter office. The increase was also due to increased salary expenses because we adjusted and raised the employee salary base in response to general inflation. We expect that our general and administrative expenses will increase as we expand our business and operations. The Company will need to enhance management’s skill level to adapt to the complex business environment because we are subject to the rules and regulations of the United States securities laws as well as a certain level of corporate governance and internal controls. We believe that we will need to hire more personnel as our business continues to grow, and we believe that we will need to incur additional general and administrative costs in the near future to support our business.

Other comprehensive Income (loss) We reported other comprehensive income of $146,276 for the six months ended June 30, 2012 and other comprehensive loss of $305,967 for the six months ended June 30, 2011, resulting from the currency translation adjustment, respectively.

Provision for income taxes. Our PRC operating subsidiaries and variable interest entity are governed by the income tax laws of the PRC and are subject to a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. Due to the operating loss for the six months ended June 30, 2012, no income tax expense was reported. For the six months ended June 30, 2011, we reported income tax expense of $327,172.

Net income (loss). As a result of the cumulative effect of the foregoing factors, we reported a net loss of $1,825,469 for the six months ended June 30, 2012, as compared to a net loss of $4,184,483 for the six months ended June 30, 2011, a decrease of $2,359,014, or 56%. The decrease in our net loss was primarily attributable to our decreased cost of revenue as discussed above.

Liquidity and Capital Resources

As of June 30, 2012, we had cash and cash equivalents of $1,772,122. To date, we have financed our operations primarily through cash flows from operations. Based on our current operating plan, we believe that existing cash and cash equivalents balances, as well as cash forecast by management to be generated by operations, will be sufficient to meet our working capital and capital requirements for our current operations.

Total current assets decreased by $1,198,575 from $9.34 million as of December 31, 2011 to $8.1 million as of June 30, 2012. The primary changes in our current assets during the six months ended June 30, 2012 were from changes in cash and cash equivalents. The decrease in our cash from $3,570,740 at December 31, 2011to $1,772,122 at June 30, 2012 was because our expanded business required cash funds to be injected into the daily operations, such as advances to suppliers, payment of tax liabilities, and the purchase of property and equipment.

Total current liabilities as of June 30, 2012 amounted to $7.9 million, as compared to $10.7 million at December 31, 2011. The decrease in current liabilities was primarily due to a decrease in our deferred revenue of $2.69 million. Deferred revenue represents amounts received in advance from students for tuition paid to attend our professional training courses and featured lectures. Deferred revenue is refundable if the training does not occur within the specified time. We recognize these funds as a current liability until the revenue can be recognized.

The following table sets forth a summary of our cash flows for the periods indicated:

Cash Flow

	2012			2011 (Restated)
Cash flows from operating activities	$	(1,885,734	)	$	(561,164	)
Cash flows from investing activities		1,385			(617,122	)
Cash flows from financing activities		158,291			-
Effect of exchange rate changes on cash		(72,560	)		174,463
Net (decrease) increase in cash and cash equivalents		(1,798,618	)		(1,003,823	)

Cash and cash equivalents, beginning of period		3,570,740			10,272,391
Cash and cash equivalents, end of period		1,772,122			9,268,568

Operating Activities

Net cash used in operating activities was $1,885,734 for the six months ended June 30, 2012, which consisted of our net loss of $1,825,469, and noncash adjustments of $188,206, offset by net changes in operating assets and liabilities due to our expanded operating activities, including an increase of other receivables of $654,978, because more advance has been made to employees for marketing and student recruiting purposes, as well as an increase of customer deposits of $796,464 as well as an increase in deferred revenue of $519,114, both representing amounts received in advance from students for tuition paid to attend our professional training courses and featured lectures where the criteria of revenue recognition have not been met.

Net cash used in operating activities during the six months ended June 30, 2011 was $543,161, which consisted of our net loss of $4,184,483, and noncash adjustments of $112,687, offset by net changes in operating assets and liabilities due to our expanded operating activities, primarily including a decrease in tax payable of $1,309,694 because we paid the tax liabilities to the local tax authority during the period, as well as an increase in deferred revenue in the amount of $5,240,161, representing amounts received in advance from students for tuition paid to attend our professional training courses and featured lectures where the criteria of revenue recognition have not been met.

Investing Activities

Net cash generated from investing activities for the six months ended June 30, 2012 was $1,385, representing the acquisition of property and equipment, primarily including computer and electronic equipment.

Net cash used in investing activities for the six months ended June 30, 2011 was $617,122, representing the acquisition of property and equipment of $126,334, primarily including computer and electronic equipment, and vehicles to be used in our business operations, as well as an increase in the construction in progress of $490,788 because we entered into a new operating lease agreement for our Shanghai office and accordingly advanced the same amount to decorate the office.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2012 was $158,291, representing the repayment of a shareholder loan back to our Company.

No cash was used in financing activities for the six months ended June 30, 2011.

We expect to use our cash on hand to continue to emphasize expanding and enhancing marketing and sales in fiscal year 2012 and beyond. Part of this strategy involves increasing and improving marketing and sales activities to enhance the market position of our key course offerings, solidifying our market coverage, and increasing promotional activities. Management also plans to selectively pursue strategic acquisition opportunities to further consolidate our resources and expand our market coverage.

Obligations Under Material Contracts

We have no material obligations to pay cash or deliver cash to any other party.

Seasonality

Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introduction.

Inflation

Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in the Chinese economy and our industry and continually maintain effective cost controls in operations.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

Critical Accounting Policies

Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Recent Accounting Pronouncements

See Note 2 to our unaudited consolidated financial statements included elsewhere in this report.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.

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). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer, Mr. Kaien Liang, and Chief Financial Officer, Mr. Zhiwei Huang, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2012. Based upon, and as of the date of this evaluation, Messieurs. Liang and Huang determined that, because of the material weakness described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2011, which we are still in the process of remediating as of June 30, 2012, our disclosure controls and procedures were not effective. Investors are directed to Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2011 for the description of this weakness.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

During its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2011, our management identified a material weakness related to our lack of sufficient accounting personnel with an appropriate understanding of United States generally accepted accounting principles and SEC reporting requirements. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, our management has identified the steps necessary to address the material weakness, and in the second quarter of 2012, we continued to implement these remedial procedures.

Other than in connection with the implementation of the remedial measures described above, there were no changes in our internal controls over financial reporting during the second quarter of 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

ITEM 1A.

RISK FACTORS.

Not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the second quarter of 2012 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during second quarter.

No repurchases of our common stock were made during the second quarter of 2012.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the second quarter of 2012, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6.

EXHIBITS.

The list of exhibits in the Exhibit Index to this report is incorporated herein by reference.

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.

Date: August 14, 2012	CHINA EXECUTIVE EDUCATION CORP.


	By:	/s/ Kaien Liang
		Kaien Liang, Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Zhiwei Huang
		Zhiwei Huang, Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.		Description
31.1		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal 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		Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith).

Attached files

China Executive Education Corp Reports

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