China Green, Inc. - FORM 10-K/A

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EX-31.1 - CERTIFICATION - China Green, Inc.	f10k2009a1ex31i_greensoltn.htm
EX-32.1 - CERTIFICATION - China Green, Inc.	f10k2009a1ex32i_greensoltn.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2009

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

For the transition period from ___________ to ___________

Commission File No. 000-26777

Green Solutions China, Inc.

(f/k/a) China Green, Inc.

(Name of small business issuer in its charter)

DELAWARE		75-3269053
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
Room 3601, the Centre, Queen’s Road no.99 Central, Hong Kong
(Address of principal executive offices)		(Zip Code)

(852) 3691-8831

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered:	Name of each exchange on which registered:
None	None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.00001 (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

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 o No x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o

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

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

Revenues for year ended June 30, 2009: $11,676,141.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0.

As of October 13, 2009, the registrant had 12,500,000 shares of its common stock outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

		PAGE
	PART I
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	3
ITEM 2.	Properties	3
ITEM 3.	Legal Proceedings	3
ITEM 4.	Submission of Matters to a Vote of Security Holders	3

	PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4
ITEM 6.	Selected Financial Data	4
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	5
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
ITEM 8.	Financial Statements and Supplementary Data	15
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	16
ITEM 9A(T).	Controls and Procedures	16
ITEM 9B.	Other Information	16


	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	17
ITEM 11.	Executive Compensation	18
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	19
ITEM 14.	Principal Accounting Fees and Services	19

	PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	20

SIGNATURES			21

EXPLANATORY NOTE

This Form 10-K/A (“Amendment No. 2”) amends Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2009, filed with the Securities and Exchange Commission on November 30, 2009 (“Amendment No. 1”). The purpose of this Amendment No. 2 is to amend the following items in Amendment No. 1:

	1.	Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” is amended to update our financial data pursuant to our restated financial statements for the fiscal years ended June 30, 2009 and June 30, 2008.

	2.	Item 8, “Financial Statements and Supplementary Data,” is amended to provide Consolidated Financial Statements of China Green, Inc. for the fiscal years ended June 30, 2009 and June 30, 2008.

	3.	Item 9A(T). “Controls and Procedures,” is amended to disclose our officers’ conclusion that our disclosure controls are ineffective.

	4.	Item 11. “Executive Compensation,” is amended to reflect the compensation earned but not paid to our CEO during the fiscal years ending June 30, 2009 and June 30, 2008.

	5.	Item 15(a)(3), “Exhibits,” is amended to provide corrected Exhibits 31.1 and 31.2.

This Amendment No. 2 has no effect on the Registrant’s consolidated financial statements. Except as described above, this amendment does not amend, update or change any other items or disclosures contained in the Original Report or otherwise reflect events that occurred subsequent to the filing of the Original Report.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment No. 1 and are included as Exhibits 31.1, 31.2, 32.1 and 32.2 hereto.

PART I

ITEM 1. BUSINESS

Corporate History and Structure

We were incorporated in the State of Delaware on July 11, 2008, formed as a vehicle to pursue a business combination. On August 13, 2009, we closed a share exchange and stock purchase transaction with the shareholder of Glorious Pie Limited, a British Virgin Islands corporation (“Glorious Pie”), and the representative of the Investors in our private placement in reliance upon the exemption provided by Regulation S promulgated under the Securities and Exchange Act of 1934, as amended. As a result of the closing of the share exchange transaction, we became the 100% holding company of Glorious Pie which in turn is the 100% holder company of Earn Bright Development Limited, a Hong Kong corporation. Effective September 24, 2009, we changed our company name from “China Eco-Hospitality Operations, Inc.” to “China Green, Inc.”

Business Overview

We operate our eco-hospitality business through our Hong Kong subsidiary which developed our business model – ECHOO (an acronym of Eco-Hospitality Operations) in the areas of hospitality investment projects and large-scale landscape architecture and engineering projects in China. We are specialized on providing greenery services to landscaping construction projects in China, including, but not limited to, design advice, trading and quality control of seeds, provision of seedling and performance management of landscaping engineering and plantation.

ECHOO is a business model developed on the basis of Green Theory created by us. The Green Theory is developed on the ground of two green philosophies, namely the Neo Tai Chi Concept and Magic of Duality, and is applied in the form of our innovative approaches, Connected Environmental Betterment Approach (CEBA) and Hospitality Investment and Management Approach (HIMA). The two approaches represent two different ways to market our business vision of building harmonious living environment with greenery services, reflected by providing resource-efficient engineering design, and green hotel investment and consultancy, respectively.

Business Model

HIMA Approach

Our HIMA approach focuses on cooperation with property owners, including hotel, housing estate and commercial building, to construct green accommodation, such as indoor eco-friendly living environment.

Facing strong competition in the hospitality industry in China, hotel owners are actively seeking partnership in green accommodation construction or refurbishment to improve the quality of their services and the image of their facilities, and to reduce pollution.

We have adopted flexible fee payment method. Instead of charging hotel owners a lump sum upon engagement of our services, we charge monthly installment in an amount equal to certain percentage of the hotel owner’s monthly revenue.

CEBA Approach

Our CEBA approach is related to outdoor eco-friendly landscaping projects financed by various levels of Chinese governments. Since the central Chinese government advocates (1) the importance of environmental protection and (2) CO2 emission reduction after Kyoto Protocol, hence local municipal governments have taken the initiative to improve landscaping in public infrastructure, such as highways. For these government-funded outdoor landscaping projects, we provide professional landscaping knowledge, international benchmarking and initial investment on the resources and labor. The government is only required to pay the full amount after the project is completed.

Landscaping plantation absorbs CO2 and improves environmental condition, which enhances the images of the districts where the local governments are based. Better natural environment can attract the flow-ins of investors and people with skills and talents, which are the driving force of regional development.

Marketing Opportunities

Current development driving forces in China are characterized by steady population growth, ongoing urbanization of the former agriculturally-based population, aggressive economic growth and rapid motorization. However, within the backdrop of impetus to fast speed urbanization, there is no comprehensive regional planning, nor national land development approach.

The consequence is a threat of a scattered low-density urbanization in the countryside and fast, uncontrolled and uncoordinated growth of the large city regions. The problem has caught the Chinese government's attention at the highest levels. In order to build a suitable environment for inhabitants, garden city construction is included in local government's agenda. It is also used as one of the measurements to evaluate the local government's performance.

We operate our business in one of the biggest contributor to global warming where has a great demand in environmental protection as the PRC government advocates the importance of environmental protection and the citizen wants more green area in their city. There is a huge market potential in China for ECHOO business model to grow because management believes we are among the few companies that are in meeting this continual demand of cost-efficient environment services through the abovementioned approaches – HIMA and CEBA approaches.

With our experience and expertise, management believes that we can satisfy the market need in green accommodation construction or refurbishment demanded from private sector and China government.

Marketing Strategy

As the Chinese government would increase its financial budget for environmental projects in the coming decades, it is foreseeable that the demand for our services would increases continually and widely spread out with the economic development based on the ground of the environmental policy and the greenery hospitality vision of the government.

We originate and develop our business model in China and aim to expand our business internationally. Domestically, we will expand our market through our local network. With respect to international development, in the near future our management shall explore and develop the Asia-Pacific market, e.g. Japan and Korea.

We will market our brand “ECHOO” as a leading industry benchmark in eco-living area construction to attract business and explore our market potential.

Competition

We are now positioned in a market with comparatively low competition as it is operating in a start-up eco-business market. We are the first company in the industry section engaged in assisting low ranking hotels in building eco-living construction through the HIMA Approach.

For landscape engineering project, even though there are servicer vendors offering similar services in the industry, we are favored by the local governments in the Guangdong province because with years of cooperation, the local governments have recognized our professional landscaping knowledge, international benchmarking and initial investment on the resources and labor via the CEBA approach.

Government Regulation

Our landscape design, construction and maintenance projects are subject to many federal, state and local requirements relating to the protection of the environment and we use environmentally sensitive materials in our maintenance processes. For example, we employ chemical fertilizer to treat some of our plants. We believe that we operate our business in material compliance with all environmental laws and regulations, do not anticipate any material expenditure in order to meet environmental requirements and do not believe that future compliance with such laws and regulations will have a material adverse effect on our financial condition or results of operations. However, we could incur operating costs or capital expenditures in complying with more stringent environmental requirements in the future or with current requirements if they are applied to our facilities in a way we do not anticipate.

Our operations are also governed by many other laws and regulations covering our labor relationships, the zoning of our facilities, our general business practices and other matters. We believe that we are in material compliance with these laws and regulations and do not believe that future compliance with such laws and regulations will have a material adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS

Not applicable to smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

We currently do not have any unresolved comments of issues with the Staff of the Corporation Finance Division of the U.S. Securities and Exchange Commission.

ITEM 2. PROPERTIES

Our executive office is located at Room 3601, the Centre, Queen’s Road no.99, Central, Hong Kong. The rentable space in this office consists of approximately 198 square meters (approximately 2,130 square feet). The lease agreement has a two year term which expires on July 31, 2011. The monthly rental payment is approximately $72,700.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of 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. 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.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On August 21, 2009, pursuant to the written consent of our majority shareholders in lieu of a special meeting, we authorized the change of our company name from “China Eco-Hospitality Operations, Inc.” to “China Green, Inc.” (the “Name Change”) Pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we filed a preliminary statement and a definitive statement to notify our shareholders on August 25, 2009 and September 4, 2009. As a result of the effectiveness of the Name Change, our company name has been changed to “China Green, Inc.”

On August 13, 2009 (the “Closing Date”), we received a written consent in lieu of a special meeting of our shareholders from our shareholders holding 1,812,500 shares which represented 100% of our issued and outstanding voting stock, which authorized us to enter into a share exchange and stock purchase agreement (the “Share Exchange and Stock Purchase Agreement”) with Glorious Pie Limited (“Glorious Pie”), a British Virgin Island company, the sole shareholder of Glorious Pie (the “Glorious Pie Shareholder”) and the Representative of our investors, approved the resignation of Mr. Anthony Wong Wa Kei from our board of directors (the “Board”) and the appointment of Mr. Tai Chi Yip as a member of our Board. On the Closing Date, pursuant to the terms of the Agreement, we acquired all of the issued and outstanding common stock of Glorious Pie from the Glorious Pie Shareholder. In exchange, we issued to the Glorious Pie Shareholder, his designees or assigns, 10,355,000 shares of our common stock, representing approximately 82.84% of our common stock issued and outstanding after the closing of the share exchange transaction contemplated under the Share Exchange and Stock Purchase Agreement (the “Share Exchange”).

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is presently no public market for our shares of common stock. We anticipate applying for trading of our common stock on a national stock exchange or a national quotation system. However, we can provide no assurance that our shares of common stock will be traded on a national stock exchange or a national quotation system or, if traded, that a public market will materialize.

Holders

As of October 13, 2009, we had 300 record holders of our common stock.

Dividends

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Stock Option Grants

To date, we have not granted any stock options.

ITEM 6. SELECTED FIANANCIAL DATA

Not applicable because we are a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This prospectus contains forward-looking statements. The words “anticipated,” “believe,” “expect, “plan,” “intend,” “seek,” “estimate,” “project,” “could,” “may,” and similar expressions are intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future capital expenditures, and future net cash flow. Such statements reflect our management’s current views with respect to future events and financial performance and involve risks and uncertainties, including, without limitation, general economic and business conditions, changes in foreign, political, social, and economic conditions, regulatory initiatives and compliance with governmental regulations, the ability to achieve further market penetration and additional customers, and various other matters, many of which are beyond our control. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated. Consequently, all of the forward-looking statements made in this prospectus are qualified by these cautionary statements and there can be no assurance of the actual results or developments.

Overview

Green China Solutions, Inc. (formerly known as China Green, Inc., formerly known as China Eco-Hospitality Operations, Inc.) is a blank check company formed on July 11, 2008 as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business that has its principal operations in an eco-friendly industry. On June 12, 2006, Glorious Pie was incorporated in the British Virgin Island under the International Business Companies Act of the British Virgin Islands . On August 13, 2009, we entered into a Share Exchange and Stock Purchase Agreement with Glorious Pie, the Glorious Pie Shareholder and the Representative of our Investors. The Glorious Pie Shareholder and the Representative of our Investors was Tai Chi Yip due to his role as the CEO and director of the Company and the fiduciary duties inherent in these roles. In his capacity as the investor representative, Mr. Tai Chi Yip was the lawful attorney-in-fact who negotiated with Mr. Wong WA Kei Anthony, our President at the time whereby we issued an aggregate of 332,000 shares of common stock at $1.50 per share to 296 new investors of the Company after the closing of the Share Exchange Agreement. At the Closing, pursuant to the terms of the Share Exchange and Stock Purchase Agreement, we acquired all of the issued and outstanding common stock of Glorious Pie from the Glorious Pie Shareholder in exchange for our issuance of 10,355,000 common shares to the Glorious Pie Shareholder (the “Exchange Shares”). The Exchange Shares represented approximately 82.84% of our common stock issued and outstanding after the closing of the Share Exchange. As a result of the Share Exchange, Glorious Pie became our wholly-owned subsidiary. Mr. Tai Chi Yip continued as CEO of the Company and became the CEO of its wholly owned subsidiary, Glorious Pie.

Operating through Glorious Pie, our British Virgin Islands subsidiary incorporated on June 12, 2006, and Earn Bright, our Hong Kong operating subsidiary incorporated on December 17, 2008 , we engage in providing eco-friendly project consulting services. We are currently focused on the areas of eco-friendly property consulting and eco-friendly construction projects. Our services can be applied to development or reconstruction projects in social facilities, parks, outdoor public areas, corporate buildings, hotels, commercial and residential properties. Our mission is to create an eco-friendly environment that can benefit both humans and nature. We actively seek for opportunities to apply ecological engineering (eco-engineering) concepts, the integration of ecological and engineering applications, in design, monitoring and construction of ecosystems, in both landscaping projects and property management to integrate human society with the natural environment. We advise our clients on overall project planning, selection and supervision of external consultants, and coordination of labor services and materials supplies. As such, we currently focus our business in three business segments: (i) Greenery Construction Consulting, (ii) Greenery Maintenance Consulting, and (iii) Eco-friendly Property Consulting and Development. Our target clients include landscaping contractors and property owners or operators who seek to construct or develop eco-friendly establishments.

As an eco-friendly project consulting company, the key to our future growth and success will be our ability to procure more profitable projects and build upon our reputation. We are focused on deepening our existing relationships as well as building new relationships to expand our project channels. We integrate our understanding in the dynamics of the local industries with our financial capital to formulate strategic ways to procure new consulting and management services contracts. Our capability to build professional project teams to provide quality advice and execute project plans is important to us. We maintain a broad network of contacts of external consultants, labor service subcontractors and materials suppliers which serves as a platform for us to build project teams based on the required knowledge and expertise. We continue to identify and develop new relationships with different professionals and experts to optimize our platform.

Currently, our main source of revenue is generated through contracts in Greenery Construction Consulting with government landscaping contractors. We generate net income from the difference between the consulting fees paid to us by the government contractors and our total subcontracting costs. Our subcontracting costs are typically paid to subcontracted consultants, labor service subcontractors and materials suppliers.

We also generate revenues from three eco-friendly hotels in our Eco-friendly Property Consulting and Development segment. We have entered into separate revenue-sharing contracts with each of these hotels which includes providing consulting services and investments of eco-friendly designs and practices for these hotels. We have invested in certain equipments and fixtures in these hotels, such as furniture and fixtures, and electrical appliances. Pursuant to our revenue-sharing contracts, we possess full ownership over all of these assets and can remove them from the hotels at our discretion at any time. To the extent that an asset is not able to be removed from the hotel without damage, we are entitled to be paid the undepreciated balance of the asset. The equipment and fixtures that we purchase have a useful life equal to five years and do not have salvage values. The nature of these investments is to introduce eco-friendly designs and changes into the hotels as well as improve the look and feel to attract or retain customers.

We have been subject to 5% PRC business tax and 7% PRC profit tax since January 2, 2009.

Our Services

Greenery Construction Consulting

Our Greenery Construction Consulting business has mainly been focused on large-scale outdoor PRC government projects such as public infrastructure and social facilities development; however, we have been engaged to conduct private real estate development projects in the past. We develop budgetary plans for each project and arrange for and subcontract the necessary technical and labor services needed to execute our plan, including horticultural planning and design, concept applications, selection and provision of agriculture, performance targeting and benchmarking, plantation management and quality control.

We have managed many notable public and private construction projects in Dongguan, Guangdong Province, China’s third largest exporting city and one of the fastest growing regions in China. Such projects include Dongguan’s Songshan Lakes Science & Technology Industrial Park, a province-level development zone for new and high-tech industries. Our services have been extended to other locations in the Guangdong province, such as Guangzhou city.

We obtain construction projects from thirteen different government contractors, including Dongguan Xinyue’an Garden Co., Ltd., Dongguan Urban Garden Project Co., Ltd., Dongguan Bimanyuan Garden Project Co., Ltd., Dongguan Luyi Garden Project Co., Ltd., Dongguan Green World Industry Co., Ltd., Chang’an Construction Project Co., Dongguan Jiaye Garden Project Co., Dongguan Garden Project Co., Henan Huanghe Garden Project Co., Ltd., Mudanjiang Municipal Project Construction Co., Ltd., Fujian Tingli Construction Group Co., Ltd., Zhejiang Hongxin Garden Arts Co., Ltd. and Foshan Shunde Tianyi Garden Co., Ltd. The agreements we have with each of these contractors have a ten year term and provide for the external consultants to provide various landscaping and ecological improvement work in the PRC in consideration for an agreed upon fee. These contracts account for a material portion of our revenue. These contractors participate in the government project bidding process on a regular basis, and typically outsource their projects to project consulting and management companies such as our Company. During the government project bidding process, contractors are required to deposit with municipal governments a specified amount of fund to prove their financial ability to fully complete projects. We work closely with these contractors to improve their competitive status in the government project bidding process by providing funding to these contractors to meet the deposit requirements. These funds are locked up at the municipal governments overseeing the bidding process until the completion of the projects, but may remain in the contractors’ accounts from time to time when no projects are available for bidding, which may be subject to our demand for return with a 60-day written notice. This business arrangement has not only allowed us to maintain our business connections with the contractors but has provided us with information regarding the financial conditions of the contractors. The contractors and we are bound by master agreements which define the scope of our services and contain individual project term sheets, each party’s rights and obligations, completion arrangements, quantity and quality of materials. When we engage with a government contractor, we enter into an Agreement for Greenery Consulting. In the past, we entered into a second agreement with the governmental contractor for the purchasing of materials. We currently have three Trading Agreements for Materials active. The Trading Agreements require our subcontractors to purchase materials from us. We purchase the materials required from a third party vendor, and sell them to our subcontractors. We no longer require a Trading Agreement with our subcontractors to conduct business. Upon completion of a project, the contractor will receive payments from the municipal government, who then deliver payments to us within 30 days for material-related services and within 90 days for construction-related services.

We outsource the labor related to our project construction work to subcontractors. A deposit is required by the Chinese government during the contract bidding process. We provide the funding needed for the required deposit. We reserve the right to recall these deposits in the event that we have decreased demand for labor services or other business or liquidity reasons with a 45-day written notice. We subcontract project managers in the PRC who monitor and oversee the progress of each project. We currently have six such subcontractors under contract. Three of these subcontractors have entered into services agreements and three have entered into suppliers agreements. The following are the subcontractors:

-	Liming He, entered into a Suppliers Agreement on September 4, 2006;
-	Shuangcheng Wang, entered into a Suppliers Agreement on September 4, 2006;

-	Qinlin Zhang, entered into a Suppliers Agreement on September 4, 2006;
-	Xuhua Yang, entered into a Services Agreement on September 11, 2006;

-	Xiangxin Guo, entered into a Services Agreement on September 11, 2006; and
-	Zhiming Lu, entered into a Services Agreement on September 11, 2006.

We enter into supplier agreements with the subcontractors whereby such subcontractors are to supply our client with greenery materials, including plants, soil, and other related items that are necessary for us to carry out our intended project. The suppliers agreements typically have a term of 10 years. . Our services agreements provide that the subcontractor provide us with on-site execution guidance and advisory services for certain greenery construction consulting and greenery maintenance consulting projects and on-site safety and security. The services agreements have a term of ten years.

Over the past year, we completed eight large-scale landscape consulting and development projects and are currently working on three large-scale landscape consulting and development projects. We are seeking more large-scale landscaping projects stimulated by the RMB 4 trillion economic stimulus plan launched by the PRC government, and are working with existing customers to secure more maintenance service contracts.

According to the National Development and Reform Commission (NDRC), approximately RMB 2.14 trillion is allocated to infrastructure and public facility. We believe this will lead to a significant increase in government construction projects in China. The construction duration of most government infrastructure projects is approximately two to three years and landscaping normally takes place at the latter stage of construction projects. As a result, we expect higher demand for landscaping consulting services in late 2010 and early 2011. We are planning to allocate more capital resources to take advantage of this growing trend and to increase our consulting service income in the coming years. We will also focus on retaining our clients from new and existing landscaping consulting projects to further increase our long-term revenue from maintenance services.

Greenery Maintenance Consulting

We offer consulting services to the same group of government contractors for Greenery Construction Consulting as for Greenery Maintenance Consulting projects. We work with external consultants to conduct site reviews and develop maintenance plans with our clients who outlined all assessment criteria and performance targets. The external consultant acts as the site supervisor and we select subcontractors to execute the maintenance work. We conduct periodic performance and quality assessments to ensure the sites were maintained appropriately. The maintenance plans typically include soil quality analysis and renovation, root evaluation, plantation disease and strength analysis, pruning, pest control, weed control, floral treatments, earth surface treatment and restoration, maintenance and reconstruction of structural elements. In addition to working with subcontractors who perform maintenance on existing elements, our internal and external consultants recommend structural upgrades and development ideas to our clients.

Eco-friendly Property Consulting and Development

Our Eco-friendly Property Consulting and Development business, also known as “ECHOO,” an acronym for eco-hospitality operations, applies eco-engineering concepts to real properties and manages the subcontracted labor necessary for the renovations needed to become more eco-friendly. Our current customer base for this business segment is three hotels. Our consulting services generally include site assessment, energy optimization applications, resource efficiency planning, material selection and equipment installation. Our management performs all of the consulting services for this business segment. However, we outsource the labor necessary to institute our consulting recommendations. In return, we enter into fixed-term revenue-sharing agreements with the hotel owners to receive a portion of the hotel’s future monthly revenue or a guaranteed minimum monthly amount as consulting fees for services we provided. We believe this business arrangement benefits both, our Company and the hotels. The hotels may enjoy an increase in revenue as a result of being an eco-friendly hotel.

When we begin a new project with a hotel, we enter into an Investment Negotiation Memorandum with such hotel. This memorandum is a letter of intent whereby we agree to enter into negotiations to provide environmental design consulting and planning and investment in hotels. Since our inception, we have applied our services and eco-engineering applications to the Carnival City Hotel, and the Health City Hotel (formerly known as the Kancheng Massage Centre) located in Dongguan. Many of the hotels we enter into agreements with have spas on site and as such include massages as one of the services available for their customers to purchase. Certain permits and licenses are required for massage businesses in China. Our consulting plans generally include site assessment, energy optimization applications, resource efficiency planning, material selection and equipment installation. In return, we signed two separate seven-year term revenue-sharing consulting agreements to receive 35% of the revenues from the Carnival City Hotel and the Health City Hotel, respectively, with a guaranteed monthly minimum of RMB 300,000 and RMB 100,000 or approximately $43,924 and $14,641, respectively, through June 2013. To date, each hotel has generated revenue each month which has provided us with cash in excess of the monthly minimums each month since we entered into them. To date, we have generated $ 5,687,114 and $ 2,745,319 in revenue attributed to Carnival City Hotel and Health City Hotel, respectively.

We may purchase new property, plant and equipment as an investment into our business in accordance with the needs of our customers. To date , we have purchased an aggregate of $2,648,609 in new assets for Carnival City Hotel and Health City Hotel locations. We retain ownership of all new and previously purchased assets through revenue sharing agreements we enter into with the hotels. The revenue sharing agreements stipulate that we retain ownership of any property, plant and equipment we purchase for the hotel for the time period covered by the agreement. Therefore, if a revenue sharing agreement expires, or is terminated , all assets previously purchased by us in conjunction with the agreement, are returned to us. In the event that the asset is a leasehold improvement, and cannot be physically returned to us, the hotel is required to pay us the asset’s undepreciated balance as of the date the contract ceases. The purchasing of such assets is necessary for the transformation of the hotel and we believe we will be compensated for our investment through the increase in revenue the hotel will generate as a result of our investment.

Property, plant and equipment we purchase supports the transformation of the hotels into eco-friendly hotels in a number of ways. For example, heatproof glasses that we installed can maintain the building’s warmth and allow natural lighting to penetrate so as to reduce indoor heating and lighting. Additionally, we selected blinds and curtains to reduce indoor temperature fluctuation. We also assisted in designing the construction of walls with insulated materials to prevent heat loss. Indoor walls were painted to reflect sunlight penetrated through windows and reduce energy consumption on lighting. In anticipation of the summer season, we have replaced old air conditioners with new air conditioning systems to reduce electricity costs. Some old electrical appliances that were owned by the hotel owners, such as CRT televisions, were energy inefficient. We replaced the old CRT televisions with LCD televisions to reduce heat generation in the indoor areas. These upgrades not only make the hotels eco-friendly but also help improve the look and feel of the hotels.

Fees are paid monthly within 5 days after the hotels’ monthly revenues are booked. The hotels are obligated to keep full and accurate books and records which shall be available to us and our agents for inspections and audits. We believe this business arrangement has benefited both our company and the hotels, with the implementation of our ECHOO program.

In our Eco-friendly Property Consulting and Development business, we continue to receive recurring and growing revenues from three completed ECHOO hotels and are currently seeking to identify suitable targets in Guangdong, Shanghai and other cities in PRC. Although the economy of Guangdong province was severely affected by the financial crisis in 2008 and 2009, the province continues to be a key focus of the Chinese government. The long-term sustainability of the economic conditions of Guangdong province is expected to support a long-term demand for hotel services.

In the future, we aim to become an industry leader in eco-engineering consulting and position ourselves as a full service company with a dual focus in landscaping and eco-property development. We will develop our Greenery Construction Consulting business into a balanced portfolio that includes public sector projects, private sector projects, and landscape maintenance and services. In our Eco-friendly Property Consulting and Development business, we intend to expand our business by providing services to commercial and residential properties major cities and provinces in PRC.

Sales & Marketing

Greenery Construction Consulting

We primarily obtain our Greenery Construction Consulting projects from nine government prime contractors and other private contractors, as set forth in the table below. These contractors are based in Guangdong and other provinces. The contracts have a ten year term and provide for the external consultants to provide various landscaping and ecological improvement work in the PRC in consideration for an agreed upon fee. We recommend proposal bids to the contractors which in turn use our estimates to bid for government and private landscaping projects.

1	东莞市新粵安园林绿化有限公司 Dongguan Xinyue’an Garden Co., Ltd.
2	东莞市城区园林绿化工程公司 Dongguan Urban Garden Project Co., Ltd.
3	东莞市碧滿园园林绿化工程有限公司 Dongguan Bimanyuan Garden Project Co., Ltd.
4	东莞市绿怡园林工程有限公司 Dongguan Luyi Garden Project Co., Ltd.
5	东莞市绿色世界实业有限公司 Dongguan Green World Industry Co., Ltd.
6	长安鎮建筑安裝工程公司 Chang’an Construction Project Co.
7	东莞市嘉业园林绿化工程公司 Dongguan Jiaye Garden Project Co.
8	东莞市园林绿化工程公司 Dongguan Garden Project Co.
9	河南黄河园林绿化工程有限公司 Henan Huanghe Garden Project Co., Ltd.
10	牡丹江市市政工程建设有限责任公司 Mudanjiang Municipal Project Construction Co., Ltd.
11	福建亨立建设集团有限公司 Fujian Tingli Construction Group Co., Ltd.
12	浙江红欣园林艺术有限公司 Zhejiang Hongxin Garden Arts Co., Ltd.
13	佛山市順德區添艺园林绿化有限公司 Foshan Shunde Tianyi Garden Co., Ltd.

Eco-friendly Property Consulting and Development

We continuously seek to identify unprofitable and financially distressed hotels that can potentially be converted into ECHOO hotels. We target hotels with scalable structures located in visible and high traffic areas. We enter into multi-stage discussions with these hotel owners and offer them our services in exchange for a future revenue-sharing fee. We work in tandem with the hotel owners throughout the ECHOO hotel conversion process from initial site assessment to identifying areas of improvement to development of green practices and other changes.

Our marketing strategy is focused on positioning our company as a leader in eco-engineering that specializes in landscaping and eco-development development. We execute our strategy by further improving our reputation in construction consulting and developing our ECHOO brand in eco-property consulting. At present, our management is responsible for marketing our services through regional channels and industry events. We also leverage cross-selling opportunities between our three business segments. In the future, we plan to hire professional marketing and public relations staff and external agencies to increase awareness of our ECHOO brand. We will allocate resources on regional exhibitions, conferences, educational events, to broaden our brand exposure.

RESULTS OF OPERATIONS

The following tables set forth key components of our results of operations for the periods indicated, in U.S. dollars, and key components of our revenue for the period indicated, in dollars.

	Year ended			Year ended
	June 30, 2009			June 30, 2008
	(restated)			(restated)
	$			$

Service income		11,676,141			9,282,281

Cost of services		(5,416,156	)		(3,942,076	)

Gross profit		6,259,985			5,340,205

General and administrative expenses		(2,724,837	)		(78,611	)

Income before tax		3,535,148			5,261,594

Taxation		(72,056	)		-

Net income		3,463,092			5,261,594

Other comprehensive income
- Foreign currency translation adjustments		46,766			698,890

Total comprehensive income		3,509,858			5,960,484

Service income. Our revenue for the fiscal year ended June 30, 2009 was $11,676,141 as compared to $9,282,281 for the fiscal year ended June 30, 2008, representing an increase of $2,239,860 or approximately 25.79%. The overall increase in revenue is mainly attributable to the increase in service income generated by our greenery construction consultancy business. Revenue attributable to our greenery construction consultancy business increased by approximately $1,900,000 for the fiscal year ended June 30, 2009 as compared to the fiscal year ended June 30, 2008. This increase was primarily the result of targeting larger contracts with larger margins. Our revenue per project increased from $116,327 in the fiscal year ending June 30, 2008 to $1,059,234 in the fiscal year ending June 30, 2009. In the fiscal year ended June 30, 2009, we participated in a total of six projects including Nan Hai Economic Development Zone Xing Ye Road B and Dongguan Poly-Technic College Garden Greenery Project, which contributed to $1,936,720 and $3,633,792, respectively.

The revenue from greenery maintenance works increased from $2,029,751 in the fiscal year ending June 30, 2008 to $2,413,630 in the fiscal year ending June 30, 2009. Our revenues increased as a result of us engaging in new projects, including the Dongguan Cheng An Zhen Road Greenery Maintenance Project, which contributed to $1,079,795.

Our hotel consultancy service income for the fiscal year ended June 30, 2009 was $2,907,110 as compared to $2,832,091 for the fiscal year ended June 30, 2008, representing an increase of $75,019 or approximately 2.65%.The increase is mainly attributed to a 19.7% increase number of customers which offsets a 14.3% in revenue per customer.

Cost of Services. Our cost of services for the fiscal year ended June 30, 2009 was $5,416,156 as compared to $3,942,076 for the fiscal year ended June 30, 2008, representing an increase of 37%, which was the result of increased subcontracting costs in materials and labor services in greenery construction consultancy project. While both costs increased with the revenue, the subcontracting material cost increased at a higher rate as our recent projects demand more material.

For the fiscal year ending June 30, 2009, our cost of services from hotel consultancy increased as the depreciation of hotel facilities increased. After discussion with owners of the hotels, the Management decided to replace certain hotel equipment which resulted in higher depreciation.

Gross Profit . For the fiscal year ending June 30, 2009 and the fiscal year ended June 30, 2008, we generated gross profit of $6,259,985 and $5,340,205, respectively, reflecting an increase of approximately 17%. The increase in our gross profit was mainly due to the significant increase of our revenue as a result of the higher revenue per project that we were engaged in during the fiscal year of 2009. However, our overall gross profit margin dropped as the cost of our greenery maintenance services increased at a greater rate than our revenue generation attributable to the same business segment. The gross profit margin of our greenery maintenance service dropped from 71.1% to 57.3% as a result of higher materials costs.

General and Administrative Expenses. We incurred general and administrative expenses of $2,724,837 for the fiscal year ending June 30, 2009, representing an increase of $2,646,226 as compared to general and administrative expenses equal to $78,611 for the fiscal year ending June 30, 2008. This increase was mainly due to a $2,568,750 increase in provision for share-based compensation and a $50,063 increase in legal and professional fees we incurred in operations. The Company has entered into various stock-based compensation agreements to issue a total of 856,250 common shares to five individuals for management and consultancy services provided. These shares are valued at $3.00 per share in the Regulation S Private Placement. Although stock-based compensation will be part of our overall compensation scheme in the future, we do not expect large issuances, such as the above-mentioned amount, to occur on a regular basis.

Net Income. We had net income of $3,463,092 for the fiscal year ending June 30, 2009 as compared to net income of $5,261,594 for the fiscal year ending June 30, 2008, representing a decrease of 34.2%. The decrease in our net income was the result of the increase in our cost of sales which was disproportionate to our increase in revenue, as well as, a significant increase in our general and administrative expenses generated by the provision for share-based compensation in the fiscal year of 2009.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2010, we had cash and cash equivalents of $849,457, and incurred an accumulated net income of $7,761,187.

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

	For the year ended
	June 30, 2009			June 30, 2008
	(Audited)			(Audited)
Net Cash (used in)/from Operating Activities		1,903,075			3,217,721
Net Cash (used in)/from Investment Activities		(11,098	)		(90,245	)
Net Cash (used in)/generated in Financing Activities		(1,410,240	)		(3,127,476	)
Net (decrease)/increase in Cash and Cash Equivalents		481,737			-
Effect of Foreign Currency Transaction		3,235			36,056
Cash, Beginning of Period		364,485			328,429
Cash, End of Period	$	849,457			364,485

Net cash from operating activities was $1,903,075 for the fiscal year ended June 30, 2009, compared to $3,217,721 for the year ended June 30, 2008. The $1,314,646 decrease was primarily due to the increase in deposits for labor services and contract procurements.

In view of higher competition among subcontractors within the eco-engineering industry, our management formed and established close working relationships with our contractors to expand and secure our project pipeline by providing working capital support to our contractors. During the government project bidding process, contractors are required to deposit a certain amount of funds with municipal governments to demonstrate their financial ability to complete projects. These deposits have led to high working capital requirements for our contractors. To increase our project pipeline, we provide funding to our contractors, which can only be used as deposits in the government project bidding process. The cash we deposit with them is held in an escrow account and is not available for their use. We perform regular review on our contractors’ project bidding results and our funds can be returned to us within 60 days upon our written request. Cash outlay to our contractors for contract procurement has led to net cash used in operating activities of $1,411,946 for the year ended June 30, 2009. Deposits paid to our subcontractors for labor services led to net cash used in operating activities equal to $1,948,209 for the year ended June 30, 2009, as compared to $34,470 for the year ended June 30, 2008. Our subcontractors who hire labor in PRC for project construction require a deposit from us to prove our financial ability to pay for the labor costs in large-scale projects. The amount of the deposit depends upon the scale of the project(s) and our negotiation with the subcontractors. These deposits are recallable if our subcontractors withdraw from or breach our contracts. The deposits that paid for hotel investment negotiation led to net cash used in operating activities of $730,120 for the year ended June 30, 2009, compared to $ 276,434 for the fiscal year ended June 30, 2008. The $453,686 increase in deposits paid was primarily because we commenced our negotiation with Chang An Di Ying Hotel and Jin Ye Hotel to provide eco-hospitality consulting services. We have made deposits at the hotels to secure a three month negotiation period with the two hotels. These deposits will be returned to us at the earlier of our request or the end of the three month negotiation period, regardless of the negotiation results, unless our management extends the negotiation period. If the hotels fail to perform pursuant to the Investment Negotiation Memorandums the hotels will be subject to a penalty equal to 20% of our deposits and interest payment at the prime interest rate. In the case of Chang An Di Ying Hotel, if the hotel fails to return the deposit within 6 months upon our request, we will be entitled to the ownership of certain assets of the hotel.

The net-increase in accounts receivables was $737,263 for the year ended June 30, 2009 as compared to the net-increase in accounts receivables of $1,332,143 for the year ended June 30, 2008. The increase in the accounts receivable is consistent with our increase in revenue.

Our accounts receivable related to greenery construction projects for the fiscal year ended June 30, 2009 was $3,909,385. The balance was solely contributed by Mu Dan Jiang City Civil Engineering Construction Co. Limited for a greenery construction project of a public school and was fully paid within 90 days after the completion of the project. All of our debtors have paid us within terms and we do not have any records of bad debt since our incorporation. Therefore, we do not see there is any necessity to introduce the provision of bad debt to our account. In addition, we have regularly conducted review on our account receivable along with our outstanding projects, any overdue payment from our clients would be acknowledged to our company immediately. Since all the clients are bounded with contracts legally, the legal procedures would be enforced eventually in case of any amount overdue being discovered during the regular review. Moreover, we can at any time impose an inspection of our clients’ books and records. This action is an effective tactic to persuade our clients to pay us within the terms of our agreement since any investigation or suspicion from the government may lead to suspension of their license which would result in financial loss. In light of the potential detrimental affects non-payment would have on our clients, we are confident that our clients will continue to pay us on time and in accordance with the terms of our contracts.

Net cash used in investment activities was $11,098 for the year ended June 30, 2009, as compared to net cash used in investing activities of $90,245 for the year ended June 30, 2008, representing a decrease of $79,147, or 87.7%. Net cash used in investing activities decreased primarily because we reduced our purchase of new equipment for Dongguan Carnival City Hotel and Health City Hotel in the fiscal year of 2009 , compared to the same period in 2008.

Net cash used in financing activities amounted to $1,410,240 for the year ended June 30, 2009, as compared to net cash used in financing activities of $3,127,476 for the year ended June 30, 2008. The decrease of net cash used in financing activities was primarily a result of a $1,717,236 decrease in our payment of cash dividends in the fiscal year of 2009 compared to the same period in 2008.

Subsequent to June 30, 2009, we have collected our accounts receivable in full for the period.

Critical Accounting Policies and Estimates

Revenue Recognition

Greenery construction revenue

The Company accepts contracts on a fixed price basis. Revenue from fixed price construction contracts are recognized on the percentage-of-completion method measured by the ratio of costs incurred to date to the estimated total costs to be incurred for each contract. Revenue from unit price contracts and service agreements are recognized as services are performed.

Contract costs include all direct material, direct labor, subcontractor costs and other indirect costs related to contract performance, such as supplies, tools and equipment maintenance. General and administrative costs are charged to expense as incurred.

Greenery maintenance revenue

The Company accepts contracts on a fixed price basis. Revenue are recognized on fixed price greenery maintenance contracts in straight-line basis over the contracted period except in those circumstances in which sufficient historical evidence indicated that the costs of performing services under the contract are incurred on other than a straight-line basis.

Hotel management revenue

The Company accepts contracts on a service agreement basis. Revenue from service agreements are billed monthly based on a certain percent of gross revenue generated by operating activity of the client.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The Company recognizes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectibility. 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. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted.

Plant and Equipment

Plant and equipment, other than construction in progress, is stated at cost less depreciation and amortization and accumulated impairment loss.

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

Furniture, fixtures & equipment

5 years useful life

The costs 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. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized.

Our management considers that we have no residual value for plant and equipment.

Cost of revenue

Regarding the design and consulting services to the hotel facilities, the respective cost of revenue includes the consulting expenses in professional staff involved and the design and consulting fee with other third-party experts, and also the depreciation expenses on those fixtures and movable assets being placed with the hotel by the Company.

Regarding the trading of seeding and provision of greenery engineering projects, the respective cost of revenue consists primarily of material costs, labor cost, subcontracting expenses, and related expenses, which are directly attributable to the greenery construction projects.

Income Taxes

The Group adopts ASC Topic 740, “Income Taxes”, regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure.

For the years ended June 30, 2010 and 2009, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2010 and 2009, the Company did not have any significant unrecognized uncertain tax positions.

Recently Issued Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 168 (ASC 105), The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles – a Replacement of FASB Statement No. 162. The Codification will become the source of authoritative U.S. generally accounting principles (GAAP) recognized by the FASB to be applied to nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial statements issued for interim and annual years ending after June 15, 2009 (our year ended June 30, 2009). We are currently unable to determine what impact the future application of this pronouncement may have on our financial statements.

In June, 2009, the FASB issued SFAS No. 167 (ASC 810-10-051), Amendments to FASB Interpretation No. 46(R). This statement is a revision to FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The statement is effective at the start of a company’s first fiscal year beginning after November 15, 2009 (our fiscal year beginning July 1, 2010), or January 1, 2010 for companies reporting on a calendar year basis. We currently are unable to determine what impact the future application of this pronouncement may have on our financial statements.

In June, 2009, the FASB issued SFAS No. 166 (ASC 860), Accounting for Transfers of Financial Assets – an Amendment of FASB Statement No. 140. This statement is a revision to Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures. The statement is effective at the start of a company’s first fiscal year beginning after November 15, 2009 (our fiscal year beginning July 1, 2010), or January 1, 2010 for companies reporting on a calendar year basis. We currently are unable to determine what impact the future application of this pronouncement may have on our financial statements.

In May 2009, the FASB issued SFAS No. 165 (ASC 855), “Subsequent Events.” This Statement sets forth: 1) the year after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This Statement is effective for interim and annual years ending after June 15, 2009. The Group adopted this Statement in the year ended June 30, 2009. This Statement did not impact the consolidated financial results.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy). SFAS 162 will become effective 60 days following the SEC’s approval of the Public Group Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” We do not currently expect the adoption of SFAS 162 to have a material effect on our consolidated results of operations and financial condition.

In May 2008, the FASB issued FSP Accounting Principles Board (‘APB”) 14-1 “Accounting for Convertible Debt instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. As we do not have convertible debt at this time, we currently believe the adoption of FSP APB 14-1 will have no effect on our consolidated results of operations and financial condition.

In March 2008, the FASB issued SFAS No.161, “Disclosures about Derivative Instruments and Hedging Activities” (‘SFAS 161”). SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. The provisions of SFAS 161 are effective for the quarter ending February 28, 2009. The Group does not expect that the adoption will have a material impact on the Group’s consolidated financial position or results of operations.

In February 2008, the FASB issued FSP FAS 157-2, “Effective Date of FASB Statement No. 157.” FSP FAS 157-2 delayed the effective date of SFAS No. 157 “Fair Value Measurements” from 2008 to 2009 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of the provisions of SFAS No. 157 related to nonfinancial assets and nonfinancial liabilities on January 1, 2009 did not have a material impact on the Consolidated Financial Statements. See Note 3, “Fair Value,” on pages 10 and 11 for SFAS No. 157 disclosures.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51. SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent (previously referred to as minority interests), and the amount of consolidated net income, be clearly identified, labeled and presented in the consolidated financial statements. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners as components of equity. It is effective for fiscal years beginning after December 15, 2008, and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements are applied prospectively. The Group is currently evaluating the impact of SFAS 160 on the Group’s consolidated financial statements.

In December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations, (“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of the original pronouncement requiring that the purchase method be used for all business combinations, but also provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired and liabilities assumed arising from contingencies, the capitalization of in-process research and development at fair value, and the expensing of acquisition-related costs as incurred. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Group will evaluate how the new requirements could impact the accounting for any acquisitions completed beginning in fiscal 2009 and beyond, and the potential impact on the Group’s consolidated financial statements.

Inflation and Seasonality

Inflation and seasonality did not significantly impact our operations during the last two fiscal years.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date hereof, we do not have any off-balance sheet debt, nor do we have any transactions, arrangements or relationships with any special purpose entities.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK

Not applicable because we are a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

CHINA GREEN, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2009 AND 2008

(Stated in US dollars)

CHINA GREEN, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS	Page(s)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME	F-2

CONSOLIDATED BALANCE SHEETS	F-3

CONSOLIDATED STATEMENTS OF CASH FLOWS	F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	F-5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	F-6 - F-25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Stockholders of China Green, Inc.

We have audited the accompanying consolidated balance sheets of China Green, Inc. (the “Company”) and its subsidiaries as of June 30, 2009 and 2008, and the related consolidated statements of income, stockholders' equity and cash flows for the year ended June 30, 2009 and 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

As discussed in Note 12 and 13, the accompanying consolidated financial statements have been restated. The restatement relates to an error in under-provision of share-based compensation and compensations to an executive officer and shareholder. The under-provision should be reversed and properly recorded in the financial statement as of June 30, 2009 and 2008. As a result, the financial statements as of June 30, 2009 have been restated.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiaries as of June 30, 2009 and 2008 and the results of their operations and their cash flows for the year ended June 30, 2009 and 2008 in conformity with accounting principles generally accepted in the United States of America.

/s/Parker Randall CF (H.K.) CPA Limited

Parker Randall CF (H.K.) CPA Limited

Certified Public Accountants

Hong Kong

October 13, 2009, except for Note 12 & 13, which is January 28, 2011

F-1

CHINA GREEN, INC.

CONSOLIDATED STATEMENTS OF INCOME AND

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED JUNE 30, 2009 AND 2008

(Stated in US dollars)

	Year ended			Year ended
	June 30, 2009			June 30, 2008
	(Restated)			(Restated)
	$			$

Service income		11,676,141			9,282,281

Cost of services		(5,416,156	)		(3,942,076	)

Gross profit		6,259,985			5,340,205

General and administrative expenses		(2,724,837	)		(78,611	)

Income before tax		3,535,148			5,261,594

Taxation		(72,056	)		-

Net income		3,463,092			5,261,594

Other comprehensive income
- Foreign currency translation adjustments		46,766			698,890

Total comprehensive income		3,509,858			5,960,484

Net income per share – basic and diluted		0.66			1.01

Weighted average number of shares outstanding during the year – basic and diluted		5,227,500			5,227,500

The annexed notes form an integral part of these financial statements.

F-2

CHINA GREEN, INC.

CONSOLIATED BALANCE SHEETS

AS OF JUNE 30, 2009 AND 2008

(Stated in US dollars)

	As of	As of
	June 30,	June 30,
	2009	2008
	(Restated)	(Restated)
ASSETS	$	$
Current assets
Cash and cash equivalents	849,457		364,485
Accounts receivables	5,036,977		4,275,736
Deposit paid for labor services	903,882		77,837
Deposit for contract procurements	2,538,710		-
Deposit paid for hotel investment negotiation	1,025,677		291,588

Total current assets	10,354,703		5,009,646

Plant and equipment, net	1,083,011		1,593,601

TOTAL ASSETS	11,437,714		6,603,247

LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Amount due to a director	64,499		-
Amount due to a shareholder	23,899		-
Accrued expenses	10,411		-
Accrued compensation	2,568,750		-
Tax payable	72,303		-

TOTAL LIABILITIES	2,739,862		-

STOCKHOLDERS’ EQUITY
Preferred stock ($0.00001 par value, 100,000,000 share	-		-
shares authorized, none issued and outstanding)

Common Stock ($0.00001 par value, 500,000,000 shares;	53	53
shares authorized, 5,227,750 shares issued and outstanding)
Additional paid-in capital	100,052	50,052
Accumulated other comprehensive income	836,560	789,794
Retained earnings	7,761,187	5,763,348
	8,697,852	6,603,247


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	11,437,714	6,603,247

The annexed notes form an integral part of these financial statements.

F-3

CHINA GREEN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED JUNE 30, 2009 AND 2008

(Stated in US dollars)

	Year ended			Year ended
	June 30, 2009			June 30, 2008
	(Restated)			(Restated)
	$			$
Cash flows from operating activities
Net income		3,463,092			5,261,594
Depreciation		527,909			497,585
Increase in accounts receivables		(737,263	)		(1,332,143	)
Increase in deposit paid for labor service and contract procurement		(3,360,155	)		(34,470	)
Increase in deposit paid for hotel investment negotiation		(730,120	)		(276434	)
Increase in accrued expenses		10,411			-
Increase in accrued compensation		2,568,750			-
Increase in amount due to a shareholder		23,870			-
Increase in tax payable		72,303			-
Increase / (decrease) in amount due to a director		64,278			(898,411	)

Net cash from operating activities		1,903,075			3,217,721

Cash flows from investment activities
Investment in a subsidiary		-			(100	)
Purchase of plant and equipment		(11,098	)		(90,145	)

Net cash used in investment activities		(11,098	)		(90,245	)


Cash flows from financing activities
Proceeds from issuance of common stock		-			105
Reversal of accrued compensation to an executive officer and shareholder		50,000			50,000
Repayment of short-term loan		-			(218,694
Dividend paid		(1,460,240	)		(2,958,887	)

Net cash used in financing activities		(1,410,240	)		(3,127,476	)

Net increase in cash and cash equivalents		481,737			-
Effect of foreign currency translation on cash and
cash equivalents		3,235			36,056

Cash and cash equivalents - beginning of year		364,485			328,429

Cash and cash equivalents - end of year		849,457			364,485

The annexed notes form an integral part of these financial statements.

F-4

CHINA GREEN, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

AS OF JUNE 30, 2009 AND 2008

(Stated in US dollars)

	Common Stock						Additional paid-in capital		Accumulated other comprehensive		Retained
	Shares			Amount($)			amount($)		income($)		earnings($)			Total($)

Balance, July 1, 2007		100,000			1			-		-		-			1
Share issued for takeover a subsidiary		10,355,000			104			-		-		-			104
Retroactive effect on reverse stock split		(5,227,500	)		(52	)		52		-		-			-
Retained earnings contributed from a subsidiary		-			-			-		-		3,622,843			3,622,843
Net income (restated)		-			-			-		-		5,261,594			5,261,594

Accumulated other comprehensive income contributed from a subsidiary		-			-			-		90,904		-			90,904

Reversal of accrued compensation to an executive officer and shareholder		-			-			50,000		-		-			50,000
Foreign currency translation adjustment		-			-			-		698,890		-			698,890

		5,227,500			53			50,052		789,794		8,874,437			9,724,336
Dividend paid		-			-			-		-		(3,121,089	)		(3,121,089	)

Balance, June 30, 2008		5,227,500			53			50,052		789,794		5,763,348			6,603,247
Balance, July 1, 2008		5,227,500			53			50,052		789,794		5,763,348			6,603,247
Net income (restated)		-			-			-		-		3,463,092			3,513,092
Foreign currency translation adjustment		-			-			-		46,766		-			46,766
Reversal of accrued compensation to an executive officer and shareholder		-			-			50,000		-		-			50,000
Dividend paid		-			-			-		-		(1,465,253	)		(1,465,253	)

Balance, June 30, 2009		5,227,500			53			100,052		836,560		7,761,187			8,697,852

The annexed notes form an integral part of these financial statements.

F-5

CHINA GREEN, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2009 AND 2008

(Stated in US dollars)

1.	ORGANIZATION AND DESCRIPTION OF BUSINESS

China Green, Inc. consists of China Green, Inc. (the “China Green” or the “Company”), Glorious Pie Limited (the “Glorious Pie”) and Earn Bright Development Limited (the “Earn Bright”) (Collectively name as the “Group”). China Green, Inc. was incorporated in the State of Delaware on July 11, 2008. Glorious Pie Limited was incorporated in the British Virgin Islands on 12 June, 2006, under the International Business Companies Act, British Virgin Islands. Earn Bright Development Limited, a wholly owned subsidiary of Glorious Pie, was incorporated in Hong Kong on December 17, 2008.

In connection with private placement of the Company completed in July 2009, the Company issued 332,000 shares of our common stock to 296 Investors at $1.50 per share for an aggregate purchase price of $498,000.

On August 13, 2009, the Company closed a share exchange and stock purchase transaction by issuing 10,355,000 shares of its common stock in exchange for 100% of the outstanding common stock of Glorious Pie. This transaction was accounted for as a reverse acquisition and resulted in Glorious Pie becoming the accounting acquirer, whereby the historical financial statements of China Green have become those of Glorious Pie.

On March 10, 2010, the Board of Directors of the Company adopted resolutions approving a Reverse Stock Split on the basis of one share for every two outstanding shares. The number of shares of the Company’s common stock issued and outstanding had been reduced from 10,455,000 to 5,227,500.

In conjunction with the merger and recapitalization of Glorious Pie, Glorious Pie’s 100 issued and outstanding common stocks were reclassified into common stock of China Green.

The Group is engaged in developing its model in the areas of hospitality facilities and large scale landscape architecture and engineering. The Group is specialized on providing greenery services to greenery construction projects in China, including, but not limited to, design advice, trading and quality control service of seed, provision of seedling and performance arrangement of greenery engineering and plantation.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of presentation and consolidation

The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America for consolidated financial information.

The consolidated financial statements are prepared on the basis with assumption the reverse merger was undergone at the beginning of July 1, 2007. The historical consolidated financial statements of the Company will be those of China Green, Inc. and of the consolidated entities from the July 1, 2007, the date of merger, and subsequent.

The consolidated financial statements for the Company for the year ended June 30, 2009 and 2008, include the financial statements of China Green, Inc., its 100% owned subsidiary, Glorious Pie Limited, and its wholly owned subsidiary, Earn Bright Development Limited. Inter-company transactions and balances are eliminated in consolidation.

F-6

a) Basis of presentation and consolidation (continued)

In connection with the reverse acquisition and recapitalization, all share and per share amounts will be retroactively restated.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the year ended June 30, 2009 and 2008 have been made. Results for the year ended June 30, 2009 and 2008 presented are not necessarily indicative of the results that might be expected for the entire fiscal year. These financial statements should be read in conjunction with the consolidated financial statements and the notes included in the 2008 and 2009 annual report filed with the Securities and Exchange Commission.

As of June 30, 2009, the particulars of the subsidiaries are as follows:

Name of company	Place of incorporation	Date of incorporation	Attributable equity interest	Issued capital

Glorious Pie Limited	British Virgin Islands	June 12, 2006	100%	US$100

Earn Bright Development Limited	Hong Kong	December 17, 2008	100%	US$1,285 (HK$10,000)

b) Use of estimates

In preparing of the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, deferred income taxes and the estimation on useful lives of plant and machinery. Actual results could differ from those estimates.

c) Cash and Cash Equivalents

The Group considers all cash and other highly liquid investments with initial maturities of three months or less to be cash equivalents. As of June 30, 2009 and 2008, there were cash and cash equivalents of $849,457 and $364,485 respectively.

F-7

d) Accounts Receivable

Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. The Group recognizes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectibility. 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. An additional reserve for individual accounts is recorded when the Group becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted.

e) Accounting for the Impairment of Long-Lived Assets

In accordance with ASC 360, Property Plant and Equipment, the Group tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. At June 30, 2009, the Group did not recognize an impairment loss.

f) Plant and Equipment

Plant and equipment, other than construction in progress, are stated at cost less depreciation and amortization and accumulated impairment loss.

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 plant and equipment are as follows:

Equipment and machinery	5 years
Furniture & fixtures	5 years

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. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized.

Management considers that we have no residual value for plant and equipment.

g) Fair value of Financial Instruments

The carrying values of the Group’s financial instruments, including cash and cash equivalents, accounts receivables, other receivables and prepayments, accounts payables, and other accrued liabilities their fair values due to the short-term maturity of such instruments.

F-8

h) Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Hong Kong dollar and Renminbi (RMB). Management has adopted ASC 740 Foreign Currency Translation Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

The functional currency of the wholly-owned subsidiaries is the RMB and Hong Kong dollar respectively. The financial statements of the subsidiary are translated to United States dollars in accordance with ASC 740 using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in current operations.

	2009		2008
Month end RMB : US$ exchange rate		6.825		6.859
Average year RMB : US$ exchange rate		6.848		7.235

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 US$ at the rates used in translation.

i) Revenue Recognition

Greenery construction revenue

The Group accepts contracts on a fixed price basis. Revenue from fixed price construction contracts are recognized on the percentage-of-completion method measured by the ratio of costs incurred to date to the estimated total cost s to be incurred for each contract. Revenue from unit price contracts and service agreements are recognized as services are performed.

Greenery maintenance revenue

The Group accepts contracts on a fixed price basis. Revenue are recognized on fixed price greenery maintenance contracts in straight-line basis over the contracted period except in those circumstances in which sufficient historical evidence indicated that the costs of performing services under the contract are incurred on other than a straight-line basis.

F-9

Hotel management revenue

The Group accepts contracts on service agreement basis. Revenue from service agreements are billed monthly based on certain percent of gross revenue generated by operating activity of the client.”

j) Cost of revenue

Greenery construction and maintenance

Regarding the trading of seeding and provision of greenery construction and greenery maintenance projects, the respective cost of revenue consists primarily of material costs, labor cost, subcontracting expenses, and related expenses, which are directly attributable to the greenery construction projects.

Hotel management

Regarding the design and consultancy services to the hotel facilities, the respective cost of revenue includes the consultancy expenses in professional staff involved and the design and consulting fee with other third-party experts, and also the depreciation expenses on those fixtures and movable assets being placed with the hotel by the Group.

k) Income Taxes

For the years ended June 30, 2009 and 2008, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2009 and 2008, the Company did not have any significant unrecognized uncertain tax positions.

l) Comprehensive Income

ASC 220, “Reporting Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

m) Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

n) Segment reporting

ASC 280, "Disclosure about Segments of an Enterprise and Related Information" 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.

F-10

During the years ended June 30, 2009 and 2008, the Company is organized into three main business segments: greenery construction consulting, greenery maintenance and hotel management.

Greenery consulting services generally include landscape planning and design, concept applications, selection and provision of seedling, performance targeting and benchmarking, plantation management and quality control. Based on our assessment of a potential project’s sophistication, we would either directly implement our project plans or outsource services to selected subcontractors.

Greenery maintenance consulting services includes maintaining environment condition of the projects which has been completed by us in the past.

Hotel management services include applying eco-engineering concepts to renovate the Carnival City Hotel and the Health City Hotel located in Dongguan into eco-friendly hotels. The Group’s consulting plans generally include site assessment, energy optimization applications, resource efficiency planning, material selection and equipment installation.

The detail disclosure on segment information is set out in note 10 in the financial statement.

o) Earnings per share

The Group computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2009 and 2008, the Group had no common stock equivalents that could potentially dilute future earnings per share.

p) Share base compensation

In accordance with ASC 718, Compensation – Stock Based Compensation, the Group accounts for share-based payments using the fair value method. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the good or services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.

3.	CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of the following:

	As of		As of
	June 30,		June 30,
	2009		2008
	$		$

Cash at bank		458,729		-
Cash on hand		390,728		364,485
		849,457		364,485

F-11

4.	ACCOUNTS RECEIVABLES

Accounts receivables consist of the following:

	As of		As of
	June 30,		June 30,
	2009		2008
	$		$
Accounts receivables related to:

Hotel facilities		522,113		210,566
Greenery construction projects		3,909,385		3,013,869
Greenery maintenance projects		605,479		1,051,301
		5,036,977		4,275,736

At the balance sheet date, most of the accounts receivables were related to greenery construction projects and their credit year is usually ranged from 90 days to 180 days.

5.	DEPOSIT PAID FOR CONTRACT PROCUREMENTS

Main contractors require the company to put escrow money during negotiation of contract. Once the contract is successfully bided, the escrow money will be kept by the contractors until the contract has been completed. If the bid fails, the escrow money will be refunded immediately.

6.	DEPOSIT PAID FOR HOTEL INVESTMENT NEGOTIATION

The Group has placed the following amount of deposit being held in escrow by the counter-party for the negotiation for acquiring certain equity interest of the hotel facilities located hereunder as at June 30, 2009 and 2008 which gives comfort to the negotiating party that the Group shows its financial strength and capability to get the acquisition closed if the acquisition deal is reached:

	As of		As of
	June 30,		June 30,
Deposit for hotel investment negotiation	2009		2008
	$		$
Location:
(1) Dongguan City, Changan Town,
Xin Min Administration Region,		293,051		291,588
Jianan Road Section

(2) Chang An Di Ying Hotel
Dongguan City, Changan Town,
Zhenan Road and Xiabian Road Section		293,051		-

(3) Jin Ye Hotel
Guangzhou City, Huan Shi Dong Road,
Section No. 422		439,575		-

		1,025,677		291,588

F-12

7.	PLANT AND EQUIPMENT, NET

Plant and equipment and being part of hotel facilities and consist of the following:

	As of		As of
	June 30,		June 30,
	2009		2008
At cost	$		$
Balance at beginning of year		2,624,306		2,279,023
Acquisition during the year		11,136		90,145
Exchange difference		13,167		255,138

Balance at end of year		2,648,609		2,624,306

Less: Accumulated depreciation
Balance at beginning of year		1,030,705		455,805
Charge for the year		527,909		497,585
Exchange difference		6,984		77,315

Balance at end of year		1,565,598		1,030,705

Net book value
As at June 30, 2009 and 2008		1,083,011		1,593,601

Management considers that there are no residual value for plant and equipment.

8.	AMOUNT DUE TO A DIRECTOR / SHAREHOLDER

The amounts represent unsecured, interest free and have no fixed repayment terms.

9.	STOCKHOLDERS’ EQUITY

On the date of inception, the China Green, Inc. issued its President and Director 100,000 shares of common stock at par value USD0.00001 as the founder shares as compensation for the services that he rendered in connection with the Company’s incorporation.

On the date of merger, China Green, Inc. acquired all of the issued and outstanding common stock of Glorious Pie Limited by issuing 10,355,000 common shares at par value USD0.00001 to the Glorious Pie Limited shareholder under a Share Exchange and Stock Purchase Agreement with Glorious Pie Limited.

As of June 30, 2009, the Company has 500,000,000 shares of common stock authorized and 10,455,000 shares of common stock issued and outstanding.

F-13

Stockholders’ equity is as follows:

	Common Stock
	Shares			Amount($)			Total($)

As of date of Inception		100,000			1			1
Share issued for takeover a subsidiary		10,355,000			104			104

		10,455,000			105			105
2:1 reverse stock split		(5,227,500	)		(52	)		(52	)

As of June 30, 2009 and 2008		5,227,500			53			53

The Company effectuated a 2:1 reverse stock split during the quarter ended March 30, 2010. The Company has 500,000,000 shares of common stock authorized and 5,227,500 shares of common stock issued and outstanding. All statements are reversely stated in accordance with SAB Topic 4C.

10.	BUSINESS SEGMENT

The Group is engaged in provision of designing and consulting services in hotel facilities and also involved in provision of engineering services to greenery construction and maintenance projects, which include, but is not limited to, provision of seedling and skillful workers to those construction projects.

Segment information is disclosed in accordance to ASC 250, “Disclosures about Segments of an Enterprise and Related Information” as below:

	Greenery				Greenery
	Construction Project				Maintenance Works				Hotel Facilities				Total
	Year ended				Year ended				Year ended				Year ended
	June 30,				June 30,				June 30,				June 30,
	2009		2008		2009		2008		2009		2008		2009		2008
		$	$			$	$			$	$			$		$
Revenue from
external customers		6,355,401		4,420,439		2,413,630		2,029,751		2,907,110		2,832,091		11,676,141		9,282,281

Gross profit		2,554,433		1,561,541		1,384,761		1, 444,158		2,320,791		2,334,506		6,259,985		5,340,205

	As of				As of				As of				As of
	June 30,				June 30,				June 30,				June 30,
	2009		2008		2009		2008		2009		2008		2009		2008
		$	$			$	$			$	$			$		$
Segment non-
current assets		-		-		-		-		1,083,011		1,593,601		1,083,011		1,593,601

Segment current assets (excluding
cash and cash equivalents)		6,825,404		2,800,114		1,132,052		1,051,305		1,547,790		793,742		9,505,246		4,645,161

F-14

11.	COST OF SERVICES

Details of cost of services are summarized as follows:

	Year		Year
	ended		ended
	June 30, 2009		June 30, 2008
	$		$

Depreciation		527,909		497,585
Repair and maintenance		58,410		-
Subcontracting charges		1,640,308		1,046,151
Material cost		2,769,008		2,132,713
Professionals and related costs		39,208		-
Other construction costs		381,313		265,627

		5,416,156		3,942,076

12.	GENERAL AND ADMINISTRATIVE EXPENSES

Details of general and administrative expenses are summarized as follows:

	Year		Year
	ended		ended
	June 30, 2009		June 30, 2008
	(restated)		(restated)
	$		$

Audit fee		16,500		-
Computer expenses		3,780		3,456
Electricity and water		1,506		-
Filing fee		2,605		968
Legal and professional fee		48,426		-
Preliminary expenses		-		2,764
Sundry expenses		6,967		-
Travelling		5,672		2,764
Telephone		3,108		2,073
Provision for share-based compensation1 (note 13)		2,568,750		-
Wages and salaries2		67,523		66,586

		2,724,837		78,611

1 Fair value of compensation to top executive was comprised as follows:

	Year		Year
	ended		ended
	June 30, 2009		June 30, 2008
	$		$

Mr. Wong Wa Kei (note 13)		381,249		-

		381,249		-

F-15

2 This also includes the fair value of services rendered by Mr. Tai as follows:

	Year		Year
	ended		ended
	June 30, 2009		June 30, 2008

	$		$

Mr. Tai Chi Yip, the executive officer and shareholder of Glorious Pie Limited		50,000		50,000

		50,000		50,000

$50,000 is estimated fair value of services rendered for provision of management service of Glorious Pie Limited.

Mr. Tai has no intention to claim such amount at any time in the future.

13.	SHARE BASED COMPENSATION AND ACCRUED COMPENSATION

Common stock issued:

During the year ended June 30, 2009, the Company had entered into various stock-based compensation agreements for services received relating to management and consulting services and as compensation to the Company’s director and consultants. The fair value of provision for share-based compensation as follows:

	As of		As of
	June 30, 2009		June 30, 2008
	(restated)
	$		$

Wa Kei Anthony Wong (i)		381,249		-
Pak Fai Philip Wong, Man Kit Brian Leung, Ka Hing Aurona Wong and Ying Hung Bernadette Wong (ii)		2,187,501		-

Provision for share based compensation expense		2,568,750		-

(i) Stock based compensation to employee

On August 12, 2009, 127,083 shares of common stock were issued to Wa Kei Anthony Wong, acted as the director of the Company during the fiscal year June 30, 2009, $0.00001 per share, as compensation regarding to provision of management service which has been completed on June 30, 2009. The stocks were measured at fair market value $3.0 per share on the dates of granted based upon the offering price of the Company’s common stock in the Regulation S offering completed in August 13, 2009. The aggregate fair value of the 127,083 shares of common stock granted was $381,249.

(ii) Stock based compensation to non-employee

On August 12, 2009, 312,500, 62,500, 177,083 and 177,083 shares of common stock were issued to Pak Fai Philip Wong, Man Kit Brian Leung, Ka Hing Aurona Wong and Ying Hung Bernadette Wong, $0.00001 per share, as compensation regarding to provision of corporate consultation service during the fiscal year June 30, 2009, valued at fair market value $3.0 per share on the date of granted based upon the offering price of the Company’s common stock in the Regulation S offering completed in August 13, 2009. The aggregate fair value of the 729,166 shares of common stock granted was $2,187,501.

F-16

14.

TAXATION

Income/ (loss) before tax consisted of the following:

	Year ended			Year ended
	June 30, 2009 (restated)			June 30, 2008 (restated)
	$			$

United States (a)		(2,593,031	)		-
PRC (b)		6,128,179			5,261,594
Hong Kong (c)		-			-
BVI (d)		-			-
		3,535,148			5,261,594

Component subjected to tax expense (benefit) consisted of the following:

	Year ended		Year ended
	June 30, 2009		June 30, 2008
	$		$

United States		-		-
PRC (b) (i)		1,250,719		-
Hong Kong		-		-
BVI		-		-
		1,250,719		-

Tax expense consisted of the following:

	Year ended		Year ended
	June 30, 2009		June 30, 2008
	$		$

United States		-		-
PRC (b) (iv)		72,056		-
Hong Kong		-		-
BVI		-		-
		72,056		-

F-17

a.	United States Tax

The Company has a net operating loss carry forward at June 30, 2009 for tax purposes totaling $2,593,031, expiring through the year 2028. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carry forwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

	As of			As of
	June 30, 2009			June 30, 2008
	(restated)
	$			$
Gross deferred tax assets:
Net operating loss carry forwards		881,630			-

Total deferred tax assets		881,630			-
Less: valuation allowance		(881,630	)		-

Net deferred tax asset recorded		-			-

The valuation allowance at June 30, 2008 was $Nil. The net change in valuation allowance during the year ended June 30, 2009, was an increase of $881,630. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the years in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of June 30, 2009.

The actual tax benefit differs from the expected tax benefit for the year ended June 30, 2009 (computed by applying the U.S. Federal Corporate tax rate of 34% to income before taxes) as follows:

	Year			Year
	ended			ended
	June 30, 2009			June 30, 2008
	$			$
Expected tax expense (benefit) – Federal		(881,630	)		-
Change in valuation allowance		881,630			-

Actual tax expense (benefit)		-			-

PRC Tax

PRC’s legislative body, the National People’s Congress, adopted the unified Enterprise Income Tax (“EIT”) Law on March 16, 2007. This new tax law replaces the existing separate income tax laws for domestic enterprises and foreign-invested enterprises and became effective on January 1, 2008. However, there will be a transition year for enterprises, whether foreign-invested or domestic, that are currently receiving preferential tax treatments granted by relevant tax authorities. Enterprises 25% may continue to enjoy the lower rate and will transit into the new rate over a five year beginning on the effective date of the EIT Law. Enterprises that are currently entitled to exemptions for a fixed term may continue to enjoy such treatment until the exemption term expires. Preferential tax treatments may continue to be granted to industries and projects that qualify for such preferential treatments under the new law.

F-18

The tax exemption was terminated on January 2, 2009. The estimated tax savings for the six months ended December 31, 2008 amounted to $107,108. If the income tax had been applied, the basic and diluted earning per share would have been decreased by $0.02 per share for the year ended June 30, 2009.

Under the new EIT Law, the withholding tax mechanism for non-resident enterprises was retained from the previous separate income tax laws. It was stated that EIT payable by non-resident enterprises on its PRC-sourced income should be withheld at source and the payer shall be the withholding agent. The withholding agent shall withhold the tax from the amount paid or payable at the time the amount is paid or becomes due. As a general business practice for non-resident enterprises that generate PRC-sourced income, Glorious Pie Limited has received its revenues from its clients (which include government landscaping contractors and hotel operators) on a net of withholding tax basis.

(i) The components subjected to tax expense (benefit) consisted of the following:

	Year ended	Year ended
	June 30, 2009	June 30, 2008
	$	$

Business Tax (b) (ii)	774,733		-
Enterprises Income Tax (b) (ii)	475,986		-

	1,250,719		-

(ii) Calculation for component subjected to Business Tax and Enterprises Income Tax consisted of followings:

	Year ended			Year ended
	June 30, 2009			June 30, 2008
	$			$

Turnover for the year		11,676,141			9,282,281
Less: Net of withholding turnover by greenery projects (1,2)		(8,769,031	)		(6,450,190	)
Net of withholding turnover by hotel consulting (1,3)		(2,132,377	)		(2,832,091	)

Turnover subject to provision for Business Tax (3)		774,733			-
Less: Costs and expenses (4)		(298,747	)		-

Income subject to provision for Enterprises Income Tax		475,986			-

1Under PRC Tax Law, when a non-resident enterprises, that doesn’t have any establishment or place of business in the PRC, EIT payable by a non-resident enterprise on the income sourced from China shall be withheld at source, and the payer shall be withholding agent. The withholding agent shall withhold the tax from the amount paid or payable at the time the amount is paid or becomes due.

2 For year ended June 30, 2009, Glorious Pie Limited has assigned the whole set of methodology and the know-how on the co-ordination and supervision of the progress and milestone of greenery project management with direct contact of those subcontractors (‘Intellectual Property’) to its Hong Kong subsidiary, Earn Bright Development Limited, which has licensed this set of Intellectual Property to the same group of clients of Glorious Pie Limited in PRC as Glorious Pie Limited be the agent of Earn Bright.. Such business activities has resulted in the licensing for use of intellectual property in China and any income derived from the use of such intellectual property licensing in China is deemed to be a ‘royalty’ in nature and such passive income sourced from China would be subject to PRC EIT being withheld at source by PRC payor. Under above circumstance, all revenue generated from greenery projects were net of tax revenue as its customers withhold all PRC tax liability derived by a Company’s revenue and profit from each project, including Business Tax and EIT, which resulted Company was not necessary to bear tax obligation.

F-19

3 Referring to previous paragraph, Glorious Pie Limited was deemed a non-resident enterprises and its’ customers were deemed a payer and further identified as tax withholding agent as well for any kind of income being sourced from China. The original hotel consulting agreement by itself does not give rise to any PRC taxable income for the year ended June 30, 2009.

However, since certain assets originated from the performance of hotel consultancy work of Glorious Pie Limited were transferred from Glorious Pie Limited to Earn Bright Development Limited over the reporting period to facilitate the management’s intention to seek for external funding in Hong Kong. Earn Bright Development Limited was entitled to certain percentages of revenues generated by Glorious Pie Limited through its hotel consultancy operations over the corresponding periods. Coupled with the transfer of such assets to Earn Bright Development Limited as described above, there is a new contract executed between the hotel and Earn Bright Development Limited to allow Earn Bright to receive certain amount of investment return on the placement of such asset with the hotel as being retained therein. Such activity is deemed to have Earn Bright derives ‘income sourced from China’ which is of a investment return in nature and being passive income. Therefore, Earn Bright Development Limited receives net of withholding tax revenues from the hotel operators via Glorious Pie Limited, the lack of direct contractual relationship between Earn Bright Development Limited and the hotel operators may lead to the view by PRC tax authorities that Earn Bright Development Limited may directly subject to PRC taxes on its PRC-sourced income since March 8, 2009. For the sake of prudence, we determined that it was necessary to include tax provisions for Earn Bright Development Limited’s PRC-sourced income. As all businesses in Earn Bright Development Limited operate under the Closer Economic Partnership Arrangement (CEPA) between the PRC and Hong Kong, its PRC-sourced income was subject to a 5% Business Tax and a 7% Enterprises Income Tax.

Therefore, the withholding tax amount of turnover from hotel consulting amount was difference between PRC-source income of Glorious Pie Limited and Earn Bright Development Limited.

4Costs and expenses include depreciation, repair and maintenance, legal and professional costs, and miscellaneous.

(iii) Income Tax Expense and provision for tax liability stated in balance sheet for the year at the statutory tax rate of applicable under PRC tax jurisdiction

	Year ended		Year ended
	June 30, 2009		June 30, 2008
	$		$
Tax at the statutory tax rate of applicable in jurisdictions:
- Business Tax at 5% of (b) (ii)		38,737		-
- Enterprises Income Tax at 7% of (b) (iii)		33,319		-

Income tax expense and tax payable		72,056		-

F-20

The Company did not have provision for income taxes due to the income tax exemption for the year ended June 30, 2008 and first six months ended on December 31, 2008. The tax exemption has being terminated since January 2, 2009. The estimated tax savings for the year ended June 30, 2008 and first six months ended December 31, 2008 amounted to $116,868 and $107,108 respectively. If the income tax had been applied, the basic and diluted earnings per share would have decreased by $0.01 and $0.02 per share for the year ended June 30, 2008 and 2009 respectively.

c.	Hong Kong Tax

Earn Bright Development Limited has not been carrying out any business activity in Hong Kong and Earn Bright Development Limited is not subjected to Hong Kong profit tax as there is no assessable profit for the year ended June 30, 2009.

BVI Tax

Glorious Pie Limited is subjected to British Virgin Island (BVI) tax law. The Management of Glorious Pie Limited determined that the company did not operate in BVI and therefore is not subject to BVI tax. Therefore, Glorious Pie Limited did not incur any BVI tax during the years presented.

A reconciliation of the statutory U.S. federal tax rate and effective tax rate is as follows:

	Year ended			Year ended
	June 30, 2009			June 30, 2008
		$		$

Tax expense at statutory rate – US		34.00%		34.00%
Earning in jurisdictions taxed at rate different from statutory rate in US		(22.00%	)	(9.00%	)
Income withheld under PRC Tax jurisdiction		(10.84%	)	(25.00%	)
Effective tax rate		1.16%		0.00%

The deferred tax asset and liability has not been recognized because no valuation allowance to be established for the year ended June 30, 2009 and June 30, 2008.

15.	COMMITMENTS AND CONTINGENCIES

There are no foreseeable commitments or contingencies for the year ended June 30, 2009.

F-21

16.	SIGNIFICANT CONCENTRATIONS

Customers and credit concentrations

The Group’s revenue derived from major customers for the year ended June 30, 2009 and 2008 are as follows:

			2009			2008
	Note		$		%	$		%

Dongguan Carnival City Hotel		16		2,907,038	25		2,832,091	30

Note 16a:
The Group has a Design and Consulting Agreement with the above hotel in June 19, 2006 with a tenure of seven years, with sharing of 35% of its gross revenue which attributes to all the segmental revenue derived from its Hotel design and Consulting Agreement. The Group is now negotiating with other hotels for potential business opportunities to further diversify this risk of overconcentration in one hotel.

Dongguan City Xin Yue An Garden Greenery Co. Limited	16b	1,336,778	11	1,265,937	14
Dongguan City Bi Man Yuan Garden Greenery Engineering Co. Limited	16b	393,740	3	1,141,242	12
Dongguan City Lu Yi Garden Greenery Engineering Co. Limited	16b	222,275	2	834,377	9
Changan Town Construction Engineering Limited		-	-	645,860	7
Dongguan City Jia Ye Garden Greenery Engineering Limited	16b	183,668	2	624,109	7
Dongguan City Urban District Garden Greenery Engineering Limited		-	-	571,285	6
Dongguan City Garden Greenery Engineering Limited	16b	1,076,926	9	1,367,380	15
Henam District Huanghe River Garden Greenery Engineering Co. Ltd	16b	1,931,576	17	-	-
Mu Dan Jiang City Civil Engineering Contruction Co. Limited	16b	3,624,140	31	-	-
		11,676,141	100	9,282,281	100
Note 16b:
The whole list of top customers on greenery construction projects and seed trading has provided the Group with 8 contracts with an aggregate Contract Revenue of RMB60,051,992 (US$8,769,103) for year ended June 30, 2009. The Group has considered there is no single customer being dominant in the provision for such revenue to the Group and the Group would continue to diversify its greenery projects source from any other sources to mitigate any possible overconcentration risk in certain customers.

17. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

F-22

F-23

18.	SUBSEQUENT EVENT

Stock Issued for Cash

In connection with our private placement completed in July 2009, the Company issued 166,000 shares of our common stock to 296 Investors at $3.00 per share for an aggregate purchase price of $498,000.

Stock Issued In Share Exchange

Pursuant to the Share Exchange Agreement on August 13, 2009, we issued 5,177,500 shares of our common stock to the Glorious Pie Shareholder in exchange for 100% of the outstanding shares of Glorious Pie.

F-24

19	RESTATEMENT

The financial statements have been restated in aggregated amount $2,618,750 to properly expense of share-based compensation amount $2,568,750 (note 13) to the Company’s director and consultants and compensation to an executive officer and shareholder amount $50,000 (note 12). The effect on the financial statement is stated as followings:

For the Year Ended June 30, 2009	As Reported		Adjustment			As Restated
	$		$			$
Consolidated Statements of Operations and Other Comprehensive Income

General and administrative expenses		106,087		2,618,750			2,724,837

Income before tax		6,153,898		(2,618,750	)		3,535,148

Net income		6,081,842		(2,618,750	)		3,463,092

Net Earnings Per Share – Basic and Diluted		1.16		(0.50	)		0.66

Weighted Average Shares Outstanding		5,227,500		-			5,227,500


For the Year Ended June 30, 2009	As Reported		Adjustment			As Restated
	$		$			$
Consolidated Balance sheet

Accrued compensation		-		2,568,750			2,568,750

Total current liability and total liability		171,112		2,568,750			2,739,862

Retained earnings		10,429,937		(2,618,750	)		7,811,187


For the Year Ended June 30, 2009	As Reported		Adjustment			As Restated
	$		$			$
Consolidated Statement of Cash Flow

Net income		6,081,842		(2,618,750	)		3,463,092

Increase in accrued compensation		-		2,618,750			2,568,750

Net cash from operating activities		1,953,075		-			1,903,075

F-25

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our accountant is Parker Randall CF (H.K.) CPA Limited, independent certified public accountants. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

ITEM 9A (T). CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

As of the end of the period covered by this Annual Report, our President and Chief Executive Officer and our Chief Financial Officer (the “Certifying Officers”), conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a–15(e) and 15d–15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that 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. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosures.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Based on this evaluation, the our President and Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were, due to certain factors, not effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our fiscal year ended June 30, 2009 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Set forth below are the names of our directors, officers and significant employees, their ages, all positions and offices that they hold with us, the period during which they have served as such, and their business experience during at least the last five years. The directors will serve until the next annual meeting of the stockholders or until their successors are elected or appointed and qualified. Executive officers will serve at the board's discretion.

Name		Age		Position
Tai Chi Yip		27		President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director

The following summarizes the occupation and business experience for our officers, directors, key employees and advisory board:

Tai Chi Yip, 27, Director, Chief Executive Officer and Chief Financial Officer

Mr. Tai is the Chief Executive Officer and founder of Glorious Pie. He is primarily in charge of day to day corporate strategy, corporate planning and overall management of Glorious Pie. Mr. Tai has profound experience in the finance industry including experience in HSBC and Procter & Gamble (P&G) as a Financial Analyst. He holds a bachelor’s degree in Economics and Finance from the Hong Kong University of Science and Technology.

Committees

We do not have a standing audit, nominating or compensation committee or any committee performing a similar function, although we may form such committees in the near future.

Audit Committee and Audit Committee Financial Expert

We do not currently have an audit committee financial expert, nor do we have an audit committee. Our Board which is currently composed of only one member handles the functions that would otherwise be handled by an audit committee. We are in the process of searching for a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. Before retaining any such expert, our board would make a determination as to whether such person is independent.

Independent Directors

No member of our Board qualifies as an "independent director" under the listing requirements of NASDAQ.

As we increase the membership of our Board of Directors, we may add directors who qualified as "independent directors," establish Board committees on which such independent directors may serve and adopt written Board committee charters, as appropriate, to assist in corporate governance.

Director Compensation

No cash compensation was paid to any member of our Board of Directors for services as a director during the fiscal year ended June 30, 2009 and 2008. We have no standard arrangement pursuant to which our board of directors is compensated for their services in their capacity as directors. The Board may award special remuneration to any director undertaking any special services on behalf of our company other than those services ordinarily required of a director. All authorized out-of-pocket expenses incurred by a director on our behalf will be subject to reimbursement upon our receipt of required supporting document of such expenses. No director received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments.

Family Relationships

There are no family relationships among our directors or officers.

Code of Ethics

On August 13, 2009, our Board adopted a Code of Ethics to which our Chief Executive Officer, Chief Financial Officer, and any person who may perform similar functions are subject. Currently, Mr. Tai is our only officer subject to the Code of Ethics. If we retain additional officers in the future to act as our principal financial officer, principal accounting officer, controller or persons serving similar functions, they would become subject to our Code of Ethics.

The Code of Ethics does not indicate the consequences of a breach of the code. If there is a breach, the Board would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code. Currently, since Mr. Tai serves as a director and since he is a controlling stockholder, he is largely responsible for evaluating his own conduct under the Code of Ethics and determining what action to take in the event of his own breach of the Code of Ethics.

Item 11. Executive Compensation

Summary Compensation Table

The following table shows for the periods ended June 30, 2009 and June 30, 2008, compensation awarded to or paid to, or earned by, our officer and director.

Name

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Tai Chi Yip

2009

50,000 (1)

50,000

Chief Executive Officer

2008

50,000 (1)

50,000

(1) Compensation earned was invested into business and was considered additional paid in capital at June 30, 2009and 2008.

Outstanding Equity Awards

Our officer and director do not have unexercised options, stock that has not vested, or equity incentive plan awards.

Compensation of Directors

Our director does not receive compensation for their services as directors.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There is no employment or other contracts or arrangements with officer or director. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of such directors, officers or consultants from us. There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding our common stock beneficially owned on October 6, 2009, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding common stock, (ii) each executive officer and director, and (iii) all executive officers and directors as a group.

Name	Number of Shares Beneficially Owned		Percent of Shares (1)
Tai Chi Yip		10,355,000		82.84	%
Wong Pak Fai, Phillip		625,000		5	%
Officer and Directors as a Group		10,355,000		82.84	%

(1)	Based upon 12,500,000 shares of common stock issued and outstanding as of October 13, 2009

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

Related Transactions

On August 13, 2009, we entered into a Share Exchange and Stock Purchase Agreement with Glorious Pie, the Glorious Pie shareholder (the “Glorious Pie Shareholder”) and the representative of our investors. At the closing of the share exchange and stock purchase (the “Share Exchange”), and pursuant to the terms of the Share Exchange and Stock Purchase Agreement, we acquired all of the issued and outstanding common stock of Glorious Pie from the Glorious Pie Shareholder in exchange for our issuance of 10,355,000 common shares to the Glorious Pie Shareholder (the “Exchange Shares”). The Exchange Shares represent approximately 82.84% of our common stock issued and outstanding after the closing of the Share Exchange. Concurrently with the Share Exchange, we issued 332,000 shares of our common stock to 296 Investors who purchased our shares in the Regulation S Offering. The 332,000 common shares constitute 2.66% of our issued and outstanding common stock at the Closing. As a result of the Share Exchange, Glorious Pie became our wholly-owned subsidiary.

On August 12, 2009, we issued Mr. Wong, our then President and Director, 254,166 shares of our common stock, at par value $0.00001 per share, as compensation for services that he rendered as our then President, Treasurer and Secretary.

Director Independence

Our Board has determined that the sole member of our Board does not qualify as an "independent director" in accordance with the listing requirements of NASDAQ.

Item 14. Principal Accounting Fees and Services.

Effective August 25, 2009, we changed our fiscal year end from July 31 to June 30. Berman & Company, P.A. (“Berman”) was our independent registered public accounting firm engaged to examine our consolidated financial statements for the fiscal year ended July 31, 2008. Parker Randall CF (H.K.) CPA Limited (“Parker Randall”) was our independent registered public accounting firm engaged to examine our financial statements for the fiscal years ended June 30, 2009.

Fees for the fiscal years ended July 31, 2008 and June 30, 2009

Audit Fees. Berman was paid fees of approximately $2,764 for the fiscal years ended July 31, 2008, for professional services rendered for the audit of our annual financial statements. Parker Randall was paid fees of approximately $2,000 for the fiscal years ended June 30, 2009 for professional services rendered for the audit of our annual financial statements and review of our quarterly financial statements.

Audit Related Fees. Berman was not paid additional fees that are not reported under the paragraph captioned “Audit Fees” above for the fiscal year ended July 31, 2008 for assurance and related services reasonably related to the performance of the audit or review of our financial statements. Parker Randall was not paid additional fees that are not reported under the paragraph captioned “Audit Fees” above for the fiscal year ended June 30, 2009 for assurance and related services reasonably related to the performance of the audit and review of our financial statements.

Tax Fees. The aggregate fees billed in the fiscal years ended July 31, 2008 and June 30, 2009 for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were approximately $2,764 and $10,000, respectively.

All Other Fees: We did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended July 31, 2008 and June 30, 2008.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Documents filed as part of this Annual Report

1. Financial Statements

2. Financial Statement Schedules

3. Exhibits

Exhibit No.	Title of Document


31.1	Certification of Tai Chi Yip pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Tai Chi Yip pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA GREEN, INC.

Date: February 9, 2011	By:	/s/ Tai Chi Yip
		Tai Chi Yip Chief Executive Officer Chief Financial Officer

Attached files

China Green, Inc. Reports

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