HH BIOTECHNOLOGY HOLDINGS CO - FORM 10-Q

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EX-32.1 - THE CERTIFICATIONS REQUIRED BY RULE 13A-14(B) OR RULE 15D-14(B) AND 18 U.S.C. SECTION 1350 - HH BIOTECHNOLOGY HOLDINGS CO	ex321q033114.htm
EXCEL - IDEA: XBRL DOCUMENT - HH BIOTECHNOLOGY HOLDINGS CO	Financial_Report.xls
EX-31.1 - THE CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A) OR RULE 15D-14(A) - HH BIOTECHNOLOGY HOLDINGS CO	ex311q033114.htm
EX-31.2 - THE CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A) OR RULE 15D-14(A) - HH BIOTECHNOLOGY HOLDINGS CO	ex312q033114.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ]

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

For the quarterly period ended March 31, 2014

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

For the transition period from __________________ to _______________________

Commission File No. 0-23015

GREAT CHINA INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

87-0450232

(IRS Employer Identification No.)

C Site 25-26F President Building, No. 69 Heping North Street

Heping District, Shenyang 110003, Peoples Republic of China

(Address of principal executive offices)

0086-24-22813888

(Issuer’s telephone number)

Not Applicable

(Former name, address and 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 Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-3 of the Exchange Act). (check one)

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [X]

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

State the number of shares outstanding of each of the issuer’s classes of common equity: As of April 30, 2014, there were 11,759,966 shares of common stock outstanding.

FORM 10-Q

GREAT CHINA INTERNATIONAL HOLDINGS, INC.

TABLE OF CONTENTS

		Page
PART I.	Item 1. Financial Information

	Condensed Consolidated Balance Sheet as of March 31, 2014 and December 31, 2013 (Unaudited)	1

	Condensed Consolidated Statements of Operations for the Three-Month Periods Ended March 31, 2014 and 2013 (Unaudited)	2

	Condensed Consolidated Statements of Cash Flows for the Three-Month Periods Ended March 31, 2014 and 2012 (Unaudited)	3

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	4

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

	Item 3. Quantitative and Qualitative DisclosuresAbout Market Risk	12

	Item 4. Controls and Procedures	12

PART II.	Other Information

	Item 6. Exhibits	13

	Signatures	13

GREAT CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2014 AND DECEMBER 31, 2013

UNAUDITED

		March 31, 2014		December 31, 2013

ASSETS
Current assets:
	Cash and cash equivalents	$	6,988,517	$	7,115,476
	Accounts receivable, net		179,293		9,280
	Other receivable, net		323,235		319,457
	Other current assets		15,441		16,877
	Total current assets		7,506,487		7,461,090

Long-term loan receivable			6,941,317		7,127,872
Property and equipment, net			213,078		227,457
Rental property, net			42,757,290		44,738,745

Total assets		$	57,418,171	$	59,555,164

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Bank loans	$	21,201,982	$	21,771,809
	Accounts payable		4,557,332		4,680,416
	Accrued expenses		232,987		7,671
	Other payable		2,156,630		2,230,340
	Payable to disposed subsidiaries		837,420		859,927
	Advances from tenants		1,112,560		1,359,868
	Taxes payable		4,286,378		4,633,092
	Total current liabilities		34,385,289		35,543,124

Stockholders' equity:
	Common stock, $.001 par value 50,000,000
	shares authorized, 11,759,966 issued and outstanding
	as of March 31, 2014 and December 31, 2013		11,760		11,760
	Additional paid in capital		4,566,156		4,566,156
	Statutory reserve		638,128		638,128
	Accumulated other comprehensive income		4,558,266		5,187,009
	Retained earnings		13,258,571		13,608,987

Total stockholders' equity			23,032,882		24,012,040

Total liabilities and stockholders' equity		$	57,418,171	$	59,555,164

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

GREAT CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME/(LOSS)

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

UNAUDTIED

		March 31,
		2014		2013
Revenues

	Rental income	$	1,711,812	$	1,216,261
	Management fee income		543,387		524,966
	Total revenues		2,255,199		1,741,227

Cost of revenues

	Rental cost		1,141,627		1,141,670
	Management fee cost		496,543		534,129
	Total cost		1,638,170		1,675,799
	Gross profit		617,029		65,428

Operation expenses
	Selling expenses		12,975		17,445
	General and administrative expenses		452,152		558,543
	Depreciation and amortization		4,511		4,631
	Total operation expenses		469,639		580,619

Loss from operations			147,390		(515,191)

Other income (expense)

	Disposal of parking lots income		-		57,854
	Other income, net		34,656		33,656
	Interest and finance costs		(532,462)		(524,331)

	Total other expense		(497,806)		(432,820)

Loss before income taxes			(350,416)		(948,011)

Provision for income taxes			-		-

Net loss			(350,416)		(948,011)

Other comprehensive loss:
	Foreign currency translation adjustment		(628,743)		75,611

Comprehensive loss		$	(979,159)		(872,401)

Net loss per share
	Basic	$	( 0.08)	$	(0.07)
	Diluted	$	(0.08)	$	(0.07)

Weighted average number of shares outstanding
	Basic		11,759,966		11,759,966
	Diluted		11,759,966		11,759,966

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

GREAT CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

UNAUTDITED

		March 31
		2014			2013

Cash flows from operating activities:
Net loss		$	(350,416	)	$	(948,011)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Net cash provided by operating activities
	Depreciation and amortization		815,536			807,389
	Provision for doubtful accounts		-			99,648

Changes in operating assets and liabilities:
	Accounts receivable and other receivable		(185,842)			(150,628)
	Advances to suppliers		-			2,411
	Other current assets		1,013			312
	Accounts payable and accrued expenses		205,083			193,192
	Advances from buyers		(215,719)			(171,551)
	Income and other taxes payable		(229,753)			(77,430)

Net cash provided by (used in) operating activities		$	39,903		$	(244,670)

Cash flows used in investing activities:
	Purchase of property & equipment		(638)			-

Net cash used in investing activities			(638)			-

Cash flows from financing activities:
	Loans repayment from the borrowing parties		-			281,236
	Increase of loan receivable		-			-
	Interest payment from the borrowing parties		-			-

Net cash provided by financing activities			-			281,236

Effect of exchange differences			(166,224)			20,349

Net (decrease) increase in cash and cash equivalents		$	(126,959)		$	56,915

Cash and cash equivalents, beginning of period		$	7,115,476		$	5,927,618

Cash and cash equivalents, end of period		$	6,988,517		$	5,984,533

Supplemental disclosures of cash flow information:
	Interest paid	$	534,849		$	524,350
	Income taxes	$	-		$	-

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

GREAT CHINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1. Description of business

Great China International Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on December 4, 1987, under the name of Quantus Capital, Inc. The Company, through its various subsidiaries, is engaged in commercial and residential real estate leasing, management, consulting, investment, development and sales in the city of Shenyang, Liaoning Province, in the People’ Republic of China (“PRC”).

2. Summary of significant accounting policies

Unaudited Interim Financial Information

The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods are not necessarily indicative of the results for any future period. These statements should be read in conjunction with the Company's audited financial statements and notes thereto for the fiscal year ended December 31, 2013. The results of the three month periods ended Mar 31, 2014 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2014.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and balances within the Company are eliminated in consolidation.

Use of estimates

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

Foreign currency translation

The Company uses the United States dollar for financial reporting purposes. The Company’s subsidiaries maintain their books and records in their functional currency - Chinese Yuan Renminbi (CNY), being the primary currency of the economic environment in which their operations are conducted. All assets and liabilities are translated at the current exchange rate, stockholder’s equity are translated at the historical rates and income statement and statement of cash flows items are translated at the average exchange rate for the period. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet. The resulting translation adjustments are reported under other comprehensive as a component of shareholders’ equity.

Cash and cash equivalents

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

Allowance for doubtful accounts

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and other receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of March 31, 2014 and December 31, 2013, the Company reserved $1,819,133 and $1,868,025 respectively, for other receivable bad debt, and $704,351 and $723,282, respectively, for accounts receivable bad debt. The Company also reserved $2,010,810 and $2,064,853 respectively for loans receivable.

Property and equipment

Property and equipment is being depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line basis over useful lives as follows:

Buildings	8-26 years
Equipment	5 years
Automobile	5 years
Office furniture and fixtures	5 years

Repairs and maintenance costs are normally charged to the statement of operations and other comprehensive income in the year in which they are incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the asset, the expenditure is capitalized as an additional cost of the asset.

Property and equipment are evaluated annually for any impairment in value. Where the recoverable amount of any property and equipment is determined to have declined below its carrying amount, the carrying amount is reduced to reflect the decline in value. There were no property and equipment impairments recognized as of March 31, 2014 and December 31, 2013 respectively.

Properties held for rental

Properties include buildings held for rental and land use rights, which are being depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line basis over 20-26 years. As of March 31, 2014 and December 31, 2013, net property held for rental amounted to $42,757,290 and $44,738,745 respectively. Accumulated depreciation of rental properties amounted to $30,957,783 as of March 31, 2014 and $30,957,503 as of December 31, 2013.

Revenue recognition

Rental income and management fee income – The Company recognizes the rental income on the straight-line basis over the terms of the tenancy agreements. The management fee, including the service fee mainly for property management, maintenance and repair, and security, is recognized quarterly over the terms of the tenancy agreements.

Real estate sales – Revenue from the sales of development properties is recognized by the full accrual method when the sale is consummated. A sale is not considered consummated until (1) the parties are bound by the terms of a contract, (2) all consideration has been exchanged, (3) any permanent financing of which the seller is responsible has been arranged, (4) all conditions precedent to closing have been performed, (5) the seller does not have substantial continuing involvement with the property, and (6) the usual risks and rewards of ownership have been transferred to the buyer. Sales transactions not meeting all the conditions of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized as incurred, and payments received from the buyer are recorded as a deposit liability.

Real estate capitalization and cost allocation – Real estate held for development or sale is stated at cost or estimated net realizable value, whichever is lower. Costs include land and land improvements, direct construction costs and development costs, including predevelopment costs, interest on indebtedness, real estate taxes, insurance, construction overhead and indirect project costs. Selling and advertising costs are expensed as incurred. Total estimated costs of multi-unit developments are allocated to individual units based upon specific identification methods.

Impairment – If real estate is determined to be impaired, it will be written down to its fair market value. Real estate held for development or sale costs include the cost of land use rights, land development and home construction costs, engineering costs, insurance costs, wages, real estate taxes, and interest related to development and construction. All costs are accumulated by specific projects and allocated to residential and commercial units within the respective projects. The Company leases the land for the residential unit sites under land use rights with various terms from the government of the PRC. The Company evaluates the carrying value for impairment based on the undiscounted future cash flows of the assets. Write-downs of inventory deemed impaired would be recorded as adjustments to the cost basis. No depreciation is provided for construction in progress.

Other income

Other income consists of land leveling income, parking lot income, cleaning income and etc. This income was recognized as the services were performed and the settled amount has been paid in accordance with the terms of the agreement.

Loss per share

Basic loss per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net income by the weighted-average number of common shares and dilutive potential common shares outstanding during the period.

As of March 31, 2014 and December 31, 2013, respectively, there were no outstanding securities or other contracts to issue common stock, such as options, warrants or conversion rights, which would have a dilutive effect on earnings per share as the effect of options outstanding at that time was anti- dilutive.

Income taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of 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.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the difference are expected to affect taxable income.

The Company records a valuation allowance for deferred tax assets, if any, based on its estimates of its future taxable income as well as its tax planning strategies when it is more likely than not that a portion or all of its deferred tax assets will not be realized.

Concentrations of business and credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash and cash equivalents, accounts receivable and other receivables arising from its normal business activities. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions. The Company maintains large sums of cash in two major banks in China. The aggregate balance in such accounts as of Mach 31, 2014 was $ 6,919,063. There is no insurance securing these deposits in China. The Company has a diversified customer base, most of which are in China.

The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Statement of cash flows

Cash flows from the Company's operations is calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

Recent accounting pronouncements

In March 2013, the FASB issued guidance on a parent company’s accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent company releases any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The new guidance will be effective for us beginning July 1, 2014. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements.

In July 2013, the Financial Accounting Standards Board, or FASB, issued a new accounting standard which will require the presentation of certain unrecognized tax benefits as reductions to deferred tax assets rather than as liabilities in the consolidated balance sheets when a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward exists. The new standard requires adoption on a prospective basis in the first quarter of 2015; however, early adoption is permitted. We do not expect the adoption will have a significant impact on our consolidated financial statements.

Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to the consolidated financial statements of the Company.

Reclassifications

Certain amounts in the 2013 financial statements may have been reclassified to conform to the 2014 presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.

3. Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities in the normal course of business. The Company has a working capital deficit of $26,878,803 and $28,082,034 as of March 31, 2014 and December 31, 2013, respectively. In addition, the Company has incurred net loss in the period ended March 31, 2014 and December 31, 2013 of $350,416 and $1,814,398 respectively. As the Company has limited cash flow from operations, its ability to maintain normal operations is dependent upon obtaining adequate cash to finance its overhead, sales and marketing activities. Additionally, in order for the Company to meet its financial obligations, including salaries, debt service and operations, it has maintained substantial short term bank loans that have historically been renewed each year. The Company’s ability to meet its cash requirements for the next twelve months largely depends on the bank loans that involve interest expense requirements that reduce the amount of cash we have for our operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The Company is in the process of obtaining informal assurance from our current lender that our short term loans will continue to be renewed and further opening dialog with the lender to convert the short term loans to long term loans. Additionally, the Company is assessing its ability to increase rental rates for its leasing business in order to generate additional revenue. Further, the Company is continuing to focus efforts on cost containment to reduce general and administrative expenses. With its relevant hands-on expertise, the Company also plans to expand operations to include property management. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

4. Loans receivable

The company entered into series of collateralized loan agreements with third parties from 2009, the total loan receivable is $6,941,317 and $7,127,872 as of March 31, 2014 and December 31, 2013, respectively.

During 2011, the Company entered into a collateralized loan agreement with Beijing Sihai Real Estate Development Ltd., pursuant to which the Company loaned $2,782,961 due on November 29, 2013, and then resigned the agreement at the same terms due on November 29, 2015. The loan bears interest at a variable rate based on the Peoples’ Bank of China lending rate applicable to the period plus 10% $321,730 of repayment from Beijing Sihai Real Estate Development Ltd., was received during the first quarter of 2012, and then the Company again made a loan of $1,447,783 to Beijing Sihai Estate Development Ltd., on November 30, 2012. In 2013, the Company collected $2,300,367 on the loan, and then again made a loan of $2,919,696 to Beijing Sihai Real Estate Development Ltd. The loan receivable from Beijing Sihai Real Estate Development Ltd., was $4,528,344 and $4,650,049 as of March 31, 2014 and December 31, 2013, respectively.

During 2011, the Company entered into a collateralized loan agreement with Shenyang Landing Concrete Ltd., pursuant to which, the Company loaned $2,412,972, due on March 27, 2013. The loan bears interest at a variable rate based on the Peoples’ Bank of China lending rate applicable to the period. On November 30, 2011, the Company, along with Shenyang Landing Concrete Ltd., reassigned the loan amount to and Kaiyuan Hongyun Concrete Admixture Ltd., with the same terms due on November 30, 2013. In August 15, 2013, the loan agreement was extended to August 15, 2015, on the same terms.

During 2009, the Company entered into an uncollateralized loan agreement with Zhongxin Guoan Ltd., pursuant to which the Company loaned $2,010,810, due on October 30, 2011. The loan bore interest at a variable rate based on the Peoples’ Bank of China lending rate applicable to the period. Subsequent to the issuance of the loan, the Company determined that the loan was uncollectible and recorded a reserve on the entire loan amount. Therefore this loan is not included in the loans receivable on the balance sheet. During the fourth quarter of 2011, this loan was reassigned to Shenyang Konggang New City Investment Development Ltd., who is working on a development project with Zhongxin Guoan Ltd. The loan remains uncollateralized and is now due on October 30, 2015. The loan bears interest at a variable rate based on the Peoples’ Bank of China lending rate applicable to the period.

5. Property and equipment

Property, Plant & Equipment consisted of the following:

	March 31, 2014		December 31, 2013

Building	$	15,781	$	16,205
Automobile		1,184,592		1,216,429
Office equipment & Furniture		578,456		593,868
		1,778,829		1,826,502
Accumulated depreciation		(1,565,751)		(1,599,045)
Property and equipment, net	$	213,078	$	227,457

The Company recorded depreciation expense relating to properties held for rental, as well as property and equipment amounting to $815,032 and $812,019 for the months ended March 31, 2014 and 2013, respectively, of which, $4,511 and $4,631 were recorded as general and administrative expense, respectively.

As of December 31, 2013, fixed assets and rental property totaling $30,365,960were pledged as security for various bank loans totaling $21,201,982.

6. Accrued expenses

Accrued expenses consisted of the following:

	March 31, 2014		December 31, 2013

Payroll and welfare payable	$	3,225	$	3,866
Accrued expenses		229,762		3,805
Total	$	232,987	$	7,671

7. Other payables

Other payables consisted of the following:

	March 31, 2014		December 31, 2013
Customer guarantee deposit	$	1,128,322	$	1,158,647
Customer deposit for property decoration		13,649		14,016
Miscellaneous payable		1,014,659		1,057,677
Total	$	2,156,630	$	2,230,340

8. Tax payables

Tax payables consisted of the following:

	March 31, 2014		December 31, 2013

Income tax payable in Mainland China	$	1,446,889	$	1,485,776
Business tax		628,802		662,066
Land VAT payable		2,240,043		2,478,669
Other levies		(29,357)		6,581
Total	$	4,286,378	$	4,633,092

9. Payable to disposed subsidiary

The Company had amounts due to a Loyal Best, a previously disposed of entity, as of March 31, 2014 and December 31, 2013 in the amount of $837,420 and $859,927, respectively.

10. Loan Payable

Loans payable (including accrued interest) consisted of the following:

Nature	Due on	Interest per Annum	March 31, 2014		December 31, 2013
Bank loan	6-12-2014	8.775%	$	6,434,592	$	6,607,529
Bank loan	10-13-2014	10.395%		14,767,390		15,164,280

Less current portion				21,201,982		21,771,809
			$	-	$	-

The above loans are secured by Company rental properties.

As of March 31, 2014 and,2013, the Company’s incurred interest expense to $534,849 and $524,350 respectively.

11. Statutory reserve

As stipulated by the Company Law of the People’s Republic of China (PRC), net income after taxation can only be distributed as dividends after appropriation has been made for the following:

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;

iii.

Allocations of 5% to 10% of income after tax, as determined under PRC accounting rules and regulations, to the Company’s “Statutory Common Welfare Fund”, which is established for the purpose of providing employee facilities and other collective benefits to the Company’s employees; and statutory common welfare fund is no longer required per the new cooperation law executed in 2006; and

iv.

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

The Company did not contribute to statutory reserve for the period ended March 31, 2014 and 2013, respectively, due to the net loss incurred for its Chinese operation.

12. Segment information

ASC 280 requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

During 2014 and 2013, the Company was organized into two main business segments: (1) Property for sale, and (2) Rental income and Income of management fee of commercial buildings. The following table presents a summary of operating information and certain year-end balance sheet information as of three months ended of March 31, 2014 and 2013, respectively.

			March 31
			2014		2013
Revenues from unaffiliated customers:
	Rental income & Management fee			2,255,199		1,741,227
		Consolidated	$	2,255,199		1,741,227
Operating income or(loss):
	Rental income & Management fee			197,731		(509,572)
	Corporation (1)			(50,340)		(5,619)
		Consolidated	$	147,390		(515,191)
Net loss before taxes:
	Rental income & Management fee			(334,284)		(1,033,922)
	Corporation (1)			（16,132）		85,910
		Consolidated	$	(350,416)		(948,011)
Identifiable assets:
	Rental income & Management fee			47,395,817		50,068,340
	Corporation (1)			10,022,353		8,543,550
		Consolidated	$	57,418,171		58,611,890
Depreciation and amortization:
	Rental income & Management fee			815,536		807,389
		Consolidated	$	815,536		807,389
Capital expenditures:
	Rental income & Management fee			638		-
		Consolidated	$	638		-

(1). Unallocated loss from Operating income (loss) and Net income before provision for income taxes are primarily related to general corporate expenses.

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

Caution Regarding Forward-Looking Information

The following discussion and analysis should be read in conjunction with our consolidated financial statements prepared in accordance with accounting principles generally accepted in the USA. Unless otherwise indicated, references in this discussion to “we”, “our” and “us” are to Great China International Holdings, Inc., and its subsidiaries.

Any statements in this discussion that are not historical facts are forward-looking statements that involve risks and uncertainties; actual results may differ from the forward-looking statements. Sentences or phrases that use such words as “believes”, “anticipates”, “plans”, “may”, “hopes”, “can”, “will”, “expects”, “is designed to”, “with the intent”, “potential” and others indicate forward-looking statements, but their absence does not mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. We do not undertake any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Executive Summary

Great China International Holdings, through its various subsidiaries, is or has been engaged in commercial and residential real estate leasing, management, consulting, investment, development and sales. We conduct all our operation in the People’s Republic of China through our direct and indirect wholly owned subsidiaries; Shenyang Maryland International Industry Company Limited and Silverstrand International Holdings Company Limited.

Results of Operations

Comparison of operations for three months periods ended March 31, 2014 and 2013:

The Company incurred a net loss of $350,416 for the first quarter of 2014, which is an improvement of $597,596 or 63.0%, compared with a net loss of $948,011 in the same period of 2013. Components resulting in this improvement are discussed below.

●	Sales revenues increased by $513,972 or 29.5% from $1,741,227 for the first quarter of 2013 to $2,255,199 for the same period of 2014.

●	Rental income increased by $495,551 or 40.7% from $1,216,261 for the first quarter of 2013 to $1,711,812 for the same period of 2014, which is largely attributable to the Company increasing rental rates and area.

●	Management fee income increased by $18,421 or 3.5% from $524,966 for the first quarter of 2013 to $543,387 for the same period of 2014.

There is no significant change for the cost of revenue in the first quarter of 2014 compared to the same period of 2013, which were $1,638,170 and $1,675,799 in the first quarter of 2014 and 2013, respectively.

The gross margin for the rental business was 33.3% and 6.1% for the first quarter of 2014 and 2013 respectively. This increase was attributable to the company increased rental rate and area, at the same time the decoration cost decreased for the first quarter of 2014 compared with the same period of 2013. The gross margin for the management business was 8.6% and negative 1.8% for the first quarter of 2014 and 2013, respectively. This increase is mainly attributed to the cost decrease from maintenance in the first three-month period of 2014 compared to the same period of 2013.

Selling expenses decreased by $4,470 or 25.6% from $17,445 for the first quarter of 2013 to $12,975 for 2014 compared with the same period. This decrease mainly attributed to the decrease of bonus for employees.

General and administrative expenses decreased by $106,391 or 19.0% from $558,543 for the first quarter of 2013 to $452,152 for the same period of 2014, the decrease mainly due to the Company incurred consulting fee $81,953 in the first quarter of 2013, but there is no such expense in the same period of 2014.

Depreciation and amortization was $4,511 and $4,631 in the first quarter of 2014 and 2013 respectively.

Interest and finance costs was $532,462 and $524,331 in the first quarter of 2014 and 2013 respectively, there was only a small change.

The Company earned $0 and $57,854 of income from disposal of parking lots in the first quarter of 2014 and 2013 respectively, which decreased by $57,854 or 100% for 2014 compared with 2013

Cash Flow Discussion

Net cash flows provided by operating activities for the first quarter of 2014 and 2013 were $39,903 and ($244,670), respectively. The improvement in net cash flow amounted to $284,572 or 116.3%, which was due primarily to the below factors:

●	the Company earned more rental income, which increased income by $495,551 in the first quarter of 2014 compared to the same period of 2013; and

●	the Company reduced net loss by $597,595 due to operating improvement in the first quarter of 2014 compared to the same period of 2013.

Net cash flows used in investing activities for the three months periods of 2014 and 2013 were not significant.

Net cash flows used in financing activities were $0 and $281,236 for the first quarter of 2014 and 2013, respectively, which is a result of the Company receiving $281,236 of loan repayments from Beijing Sihai Estate Company in the first quarter of 2013.

Liquidity and Capital Resources

Current liabilities exceeded current assets by $26,878,802 as of March 31, 2014. The Short Term Loans amounted to $21,201,982, and accounted for about 78.9% of the working capital deficit. The Short Term Loans are bank loans due in June 2014 and October 2014, respectively, and are secured by the Company’s real estate assets. It has become common practice in China, for banks and companies to renegotiate loan extensions on an annual basis. This is driven by the ever changing banking regulatory environment and a situation where banks are becoming more conservative. Under the circumstances, most lending banks have usually worked closely with borrowers for loan extension or restructuring within the administrative guidelines of the government. As State policies are issued outside the control of the banks in China and form part of the macro and micro-economic measures, many bankers and their customers work together to deal with the situation provided the borrowers are responsible.

Contractual Obligations

The following table was a summary of the Company’s contractual obligations as of March 31, 2014:

	Total		Less than one year		1-3 Years		Thereafter

Short-Term Debt	$	21,201,982	$	21,201,982	$	-	$	-
Long-Term Debt								-
Amounts due to related parties		-		-		-		-
Construction commitments		-		-		-		-
Total Contractual Cash Obligations	$	21,201,982	$	21,201,982	$		$	-

Recent accounting pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02, which requires entities to present information about significant items reclassified out of accumulated other comprehensive income (loss) by component either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. This ASU is effective for the Company in the first quarter of fiscal 2014. The adoption had not a significant impact on our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Disclosure under this item is not required of a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission (“SEC”), and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this report, Great China International’s management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, reassessed the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2014. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that Great China International’s disclosure controls and procedures were effective as of the end of the fiscal quarter on March 31, 2014, to ensure that information that is required to be disclosed by Great China International in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within Great China International to disclose information that is otherwise required to be set forth in its periodic reports.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three-month period ended March 31, 2014, that have materially affected, or are likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 6. Exhibits

Copies of the following documents are included or furnished as exhibits to this report pursuant to Item 601 of Regulation S-K.

Exhibit No.	SEC Ref. No.	Title of Document

31.1	31	The certification of chief executive officer required by Rule 13a-14(a) or Rule 15d-14(a)

31.2	31	The certification of chief financial officer required by Rule 13a-14(a) or Rule 15d-14(a)

32.1	32	The certifications required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350

SIGNATURES

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


	GREAT CHINA INTERNATIONAL HOLDINGS, INC.



Date: May 15, 2014	By	/s/ Jiang Peng
		Jiang Peng, Chairman of the Board
		(Principal Executive Officer)



Date: May 15, 2014	By	/s/ Sun Dongqing
		Sun Dongqing, Chief Financial Officer
		(Principal Financial and Accounting Officer)

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