UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K/A
Amendment No. 1 to Form
10-KSB
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2006
Commission
file number: 0-26799
CHINA
GREEN MATERIAL TECHNOLOGIES, INC.
(formerly
UBRANDIT.COM)
(Exact
name of Registrant as specified in its charter)
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Nevada
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88-0381646
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(State
of incorporation)
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(I.R.S.
Employer Identification No.)
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7F(Changqing Building), 172
Zhongshan Road, Harbin City, China 150040
(Address
of principal executive offices)
86-451-84346600
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.001
par value
Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. ¨ Yes x No
Indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act. ¨ Yes x No
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 (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes ¨
No ¨
Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ¨
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. (Check
one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated
filer
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¨ (Do
not check if a smaller reporting company)
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Smaller reporting company
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x
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Indicate by
check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes ¨ No x
Based on the
average bid price of the registrant’s common stock on June 30, 2006, the
aggregate market value of the registrant’s common stock held by non-affiliates
was approximately $535,817.
As of April
12, 2007, there were outstanding 46,592,790 shares of the registrant’s common
stock.
Explanatory
Note
This
Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form
10-KSB for the year ended December 31, 2006 (the “Original Annual Report”) of
China Green Material Technologies, Inc. (the “Company”) is being filed to amend
certain dates under Items 1, 6 and 9 which relate to the date when Mr. Guoliang
Ji, the Chief Technology Director of the Company, contributed a certain patent
to the Company.
Except as
described above, this Amendment does not attempt to modify or update any other
disclosures set forth in the Company’s Original Annual Report. Accordingly, the
remainder of the Company’s Original Annual Report remains unchanged and is not
reproduced in this Amendment. This Amendment continues to speak as of the date
of our initial filing of the Original Annual Report, and unless otherwise
indicated herein, does not reflect information obtained after that date.
Therefore, in conjunction with reading this Amendment, you also should read all
other filings that we have made with the Securities and Exchange Commission
since the filing of the Original Annual Report.
Cautionary
Notice Regarding Forward-Looking Statements
We make
certain statements in this Amendment and in other materials we file with the
Securities and Exchange Commission (“SEC”) or otherwise make public that are
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 (“PSLRA”). A forward-looking statement is a
statement that is not a historical fact and includes, without limitation, any
statement that may predict, forecast, indicate or imply future results,
performance or achievements, and may contain words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,”
“could,” “may,” “should,” “will,” “would” and other words or phrases with
similar meaning in connection with a discussion of future operating or financial
performance. In particular, these include statements relating to future actions,
trends in our businesses, prospective products, future performance or financial
results. The Company claims the protection afforded by the safe harbor for
forward-looking statements provided by the PSLRA. Forward-looking statements
involve risks and uncertainties that may cause actual results to differ
materially from the results contained in the forward-looking statements. The
forward-looking statements we make are not guarantees of future performance and
are subject to various assumptions, risks and other factors that could cause
actual results to differ materially from those suggested by these
forward-looking statements. These factors include, among others, those set forth
in “Risk Factors” in our Original Annual Report and the risk factors and other
cautionary statements in the other documents that we file with the SEC. New risk
factors emerge from time to time and it is not possible for management to
predict all such risk factors. Further, it is not possible to assess the impact
of all risk factors on the Company’s business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results.
We expressly
disclaim any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by law.
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ITEM 1.
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BUSINESS
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The
disclosure below replaces paragraph three under “Item 1. Business” that appeared
in the Original Annual Report. Other than this change, the disclosure provided
under “Item 1. Business” in the Original Annual Report remains unchanged and is
not reproduced herein.
ChangFangYuan’s
current business commenced in 2005 when its Chief Technology Officer, Guiliang
Ji, contributed a patent and his knowledge in the production of biodegradable
materials and Dejun Jia contributed a manufacturing facility to ChangFangYuan
all in exchange for shares in the enterprise being developed by Zhonghao Su, the
Chairman of ChangFangYuan. For the next two years, ChangFangYuan was
primarily engaged in research and development of its current product line.
Marketing and sales of the products commenced in the summer of 2006. During
2006, the company changed its name from Harbin ChangFangYuan Hi-Tech Industrial
Co. Ltd. to ChangFangYuan Hi-Tech Environment-Friendly Industrial Co.
Ltd.
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ITEM 6.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS
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The
disclosure below replaces paragraph one under “Item 6. Management’s Discussion
and Analysis – Results of Operations” that appeared in the Original Annual
Report. Other than this change, the disclosure provided under “Item 6.
Management’s Discussion and Analysis – Results of Operations” in the Original
Annual Report remains unchanged and is not reproduced herein.
RESULTS OF
OPERATIONS
ChangFangYuan
was organized as a corporation in 1999. Its current business, however, was
initiated in 2005 when our Chairman, Zhonghao Su, brought together a
manufacturing facility and a patent for starch-based biodegradable materials to
form the basis for our business plan.
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ITEM 9.
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DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
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The
disclosure below replaces the respective biographies under “Item 9. Directors,
Executive Officers, Promoters, Control Persons and Corporate Governance;
Compliance with Section 16(a) of the Exchange Act” that appeared in the Original
Annual Report. Other than this change, the disclosure provided under “Item 9.
Directors, Executive Officers, Promoters, Control Persons and Corporate
Governance; Compliance with Section 16(a) of the Exchange Act” in the Original
Annual Report remains unchanged and is not reproduced herein.
Zhonghao Su. Mr. Su began to
organize the current business of ChangFangYuan in 2004 and has served as its
Chief Executive Officer since that time. From 1998 to 2003, Mr. Su was
associated with the U.S. Ocean Group, initially as Executive Director of U.S.
Ocean Group China Resource Co. Ltd. and then as Chief Delegate responsible for
managing the Harbin office of U.S. Ocean Group. Prior to joining U.S. Ocean
Group, Mr. Su had been employed for eight years by the China Packaging Import
& Export Trading Company, serving four years as Vice Manager followed by
four years as General Manager of its Qingdao subsidiary. In 1994, Mr. Su earned
a Masters Degree in Business Administration from the Beijing
University.
Guoliang Ji. Guoliang Ji
contributed the assets of his manufacturing company to ChangFangYuan in 2005,
which formed the foundation for the development of its current business. Since
2005, Guiliang Ji has served as the Chief Technology Officer of ChangFangYuan.
Since 2001, Guoliang Ji also has served as Chairman and Senior Engineer of
Harbin Luhuan Biodegradable Products Development Co. Ltd., which is also
involved in the development and production of biodegradable consumer materials.
In 1982, Guoliang Ji earned a Bachelors Degree with a concentration in
Agricultural Machine Manufacturing from the Harbin Institute of Technology
University.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
| CHINA GREEN MATERIAL TECHNOLOGIES, INC. | |||
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Date:
February 3, 2010
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By:
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/s/ Zhonghao Su | |
| Name: Zhonghao Su | |||
| Title: Chief Executive Officer | |||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the date indicated.
| Date: February 3, 2010 | |||
| By: | /s/ Zhonghao Su | ||
| Zhonghao Su, Chief Executive Officer (Principal Executive Officer) and Director | |||
| By: | /s/ Jing Zhu | ||
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Jing
Zhu, Chief Financial Officer (Principal Financial and
Accounting Officer) and
Director
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| By: | /s/ Yang Meng | ||
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Yang Meng, Director
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| By: | /s/ Yingjie Qiao | ||
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Yingjie
Qiao, Director
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| By: | /s/ Guiguo Wu | ||
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Guiguo
Wu, Director
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