Attached files

file filename
EX-32.1 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - AJ Acquisition Corp. V, Inc.f10q1010a1ex32i_chinaalum.htm
EX-31.1 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - AJ Acquisition Corp. V, Inc.f10q1010a1ex31i_chinaalum.htm
 


 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
FORM 10-Q /A
Amendment #1
_______________
 
x     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended October 31, 2010
 
o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______to______.
 
CHINA ALUMINUM FOIL, INC.
(Exact name of registrant as specified in Charter)
 
Nevada
 
000-53890
 
27-1805188
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)

195 Route 9 South
Suite 204
Manalapan, New Jersey 07726
 (Address of Principal Executive Offices)
 _______________
 
(732)409-1212
 (Issuer Telephone number)
_______________
 
AJ ACQUISITION CORP V, INC. 
(Former Name or Former Address if Changed Since Last Report)
 
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.
Yes x No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
 
Large Accelerated Filer o     Accelerated Filer o     Non-Accelerated Filer o     Smaller Reporting Company x
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes o No x
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of January 13, 2011: 10,100,000 shares of common stock.
 
 
 

 
 
Amendment Explanatory Note:

The purpose of the Amendment No. 1 on Form 10–Q/A to China Aluminum Foil, Inc.’s (the “Company”) quarterly report of Form 10–Q for the quarterly period ended October 31, 2010, filed with the U.S. Securities and Exchange Commission on January 18, 2011 (the “Original Form 10–Q”), is solely to revise and update the Sarbanes Oxley Act of 2002 Section 302 and Section 906 certifications filed with the Original Form 10-Q.

Other than these changes, the remainder of the document is unchanged from the Original Form 10-Q. This amendment does not reflect events occurring after the filing of the Original Form 10-Q or modify or update the disclosures therein in any way other than as required to reflect the changes described in this explanatory note.
 
 
 

 
 
CHINA ALUMINUM FOIL, INC.
 
FORM 10-Q
 
October 31, 2010
 
INDEX
 
 
PART I-- FINANCIAL INFORMATION
 
Item 1.
Financial Statements
Item 2.
Management’s Discussion and Analysis of Financial Condition
Item 3
Quantitative and Qualitative Disclosures About Market Risk
Item 4T
Control and Procedures
 
PART II-- OTHER INFORMATION
 
Item 1
Legal Proceedings
Item 1A
Risk Factors
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.
Defaults Upon Senior Securities
Item 4.
(Removed & Reserved)
Item 5.
Other Information
Item 6.
Exhibits
 
SIGNATURE
 
 
 
 

 
 
 
China Aluminum Foil, Inc.
(A Development Stage Company)

Index to Financial Statements
 

Contents
 Page(s)
   
Balance Sheets at October 31, 2010 and January 31, 2010 (Unaudited)
 F-1
   
Statements of Operations for the Three Months Ended October 31, 2010 (Unaudited)
  F-2
   
Statements of Operations for the Nine Months Ended October 31, 2010 and for the period from January 29, 2010
(inception) through October 31, 2010 (Unaudited) 
 F-3
   
Statement of Stockholders’ Equity (Deficit) for the period from January 29, 2010 (inception) through October 31, 2010 (Unaudited) 
 F-4
   
Statements of Cash Flows for the Nine Months Ended October 31, 2010 and for the period from January 29, 2010
(inception) through October 31, 2010 (Unaudited) 
 F-5
   
Notes to the Financial Statements (Unaudited) 
 F-6 to F-8
 
 
 

 
 
 
CHINA ALUMINUM FOIL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)


   
October 31,
2010
   
January 31,
2010
 
ASSETS
           
             
Current assets
           
   Cash
 
$
-
   
$
-
 
                 
                 
Total assets
 
$
-
   
$
-
 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
 
 
Current liabilities
               
   Accrued expenses
 
$
-
   
$
3,000
 
                 
                 
    Total current liabilities
   
-
     
3,000
 
                 
STOCKHOLDERS’ DEFICIT
               
Preferred  stock: $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding
   
-
     
-
 
Common stock: $0.001 par value; 100,000,000 shares authorized; 100,000 shares  issued and outstanding
   
 100
     
 100
 
Additional paid-in capital
   
4,900
     
900
 
Deficit accumulated during the development stage
   
(5,000
)
   
(4,000
)
                 
Total stockholders’ deficit
   
-
     
(3,000
)
                 
Total liabilities and stockholders’ deficit
 
$
-
   
$
-
 
                 

 
See accompanying notes to the financial statements

 
 
F-1

 
 
CHINA ALUMINUM FOIL, INC.
(A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF OPERATIONS
(UNAUDITED)

   
 
For the
Three Months
Ended
October 31, 2010
 
       
REVENUE
 
$
-
 
         
OPERATING EXPENSES
       
General and administrative
   
-
 
         
Loss from operations
   
-
 
         
Net loss
 
$
-
 
         
 Net loss per common share – basic and diluted
 
$
(0.00)
 
         
Weighted average number of common shares outstanding – basic and diluted
   
100,000
 
         

 
See accompanying notes to the financial statements.
 
 
 
F-2

 
 
CHINA ALUMINUM FOIL, INC.
(A DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF OPERATIONS
(UNAUDITED)

   
 
For the
Nine Months
Ended
October 31, 2010
   
For the Period
from
January 29, 2010 (Inception)
through
October 31, 2010
 
             
REVENUE
 
$
-
   
$
-
 
                 
OPERATING EXPENSES
               
  Professional fees
   
-
     
2,500
 
  Organization expenses
   
-
     
500
 
  General and administrative
   
1,000
     
2,000
 
                 
Loss from operations
   
(1,000)
     
(5,000)
 
                 
Net loss
 
$
(1,000)
   
$
(5,000)
 
                 
Net loss per common share – basic and diluted
 
$
(0.01)
         
                 
Weighted average number of common shares outstanding – basic and diluted
   
100,000
         
                 

 
See accompanying notes to the financial statements.

 
 
F-3

 
 
 
CHINA ALUMINUM FOIL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Period from January 29, 2010 (Inception) through October 31, 2010
(UNAUDITED)

   
Common Stock
                 
   
 
Shares
   
 
Amount
   
Additional
Paid in
Capital
   
Accumulated
Deficit
 
 Total
Stockholders'
Equity (Deficit)
 
                             
January 29, 2010 (Inception)
   
100,000
   
$
100
   
$
900
   
$
-
 
$
1,000
 
                                       
  Net loss
                           
(4,000)
   
(4,000)
 
                                       
Balances, January 31, 2010
   
100,000
     
100
     
900
     
(4,000)
   
(3,000)
 
                                       
  Contribution to capital
                   
4,000
           
4,000
 
                                       
  Net loss
                           
(1,000)
   
(1,000)
 
                                       
Balances, October 31, 2010
   
100,000
   
$
100
   
$
4,900
   
$
(5,000)
 
$
-
 
                                       

 
See accompanying notes to the financial statements.
 
 
 
F-4

 
 
CHINA ALUMINUM FOIL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)

   
 
For the
Nine Months
Ended
October 31, 2010
   
For the period
from
January 29, 2010 (Inception)
through
October 31, 2010
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
    Net loss
 
$
(1,000)
   
$
(5,000)
 
  Adjustments to reconcile net loss to net cash used in operating activities:
               
    Common stock issued for services
   
-
     
1,000
 
    Changes in operating assets and liabilities:
               
      Accrued expenses
   
(3,000)
     
-
 
                 
Net cash used in operating activities
   
(4,000)
     
(4,000)
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
  Contribution to capital
   
4,000
     
4,000
 
Net cash provided by financing activities
   
4,000
     
4,000
 
                 
Net change in cash during the period
   
-
     
-
 
Cash, beginning of the period
   
-
     
-
 
Cash, end of the period
 
$
-
   
$
-
 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
   Interest paid
 
$
-
   
$
-
 
   Taxes paid
   
-
     
-
 
                 
 
 
See accompanying notes to the financial statements
 
 
 
F-5

 
 
CHINA ALUMINUM FOIL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 – Nature of Operations

China Aluminum Foil, Inc. (a development stage company) (“China Aluminum” or the “Company”) was incorporated in Nevada on January 29, 2010, with an objective to acquire, or merge with, an operating business.   As of October 31, 2010, the Company had not yet commenced any operations.

The Company, based on proposed business activities, is a "blank check" company. The Securities and Exchange Commission (“SEC”) defines such a company as “a development stage company” that has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and is issued ‘penny stock,’ as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, until the Company concludes a business combination.

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent that desires to employ the Company’s funds in its business. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business (“Business Combination”) rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company.

Note 2 – Significant Accounting Policies

Basis of presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Interim results are not necessarily indicative of the results for the full fiscal year.  These financial statements should be read in conjunction with the financial statements of the Company for the period from January 29, 2010 (Inception) through January 31, 2010 and notes thereto contained in the Company’s Registration Statement on Form 10 as filed with the SEC on February 12, 2010.

Development stage company

The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.
 
 Use of estimates

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

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fiscal year end

The Company elected January 31 as its fiscal year ending date.

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
 
 
F-6

 

Income taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net loss per common share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of October 31, 2010.

Commitment and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for 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.
 
Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events.  The Company will evaluate subsequent events through the date when the financial statements are issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently issued accounting standards

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
 
 
F-7

 

Note 3 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $5,000 at October 31, 2010, and had a net loss of $1,000 and cash used in operations of $4,000 for the nine months ended October 31, 2010, respectively with no revenues earned since inception. These conditions raise substantial doubt as to the company’s ability to continue as a going concern.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 4 – Stockholder’ Equity (Deficit)

The Company was incorporated on January 29, 2010 at which time 100,000 shares of common stock were issued to the Company’s founders at $0.001 per share or $1,000 for services performed.

During the nine months ended October 31, 2010 the two shareholders of the Company contributed $4,000 for working capital purposes.

Note 5 – Related Party Transaction

Free office space

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

Note 6 – Subsequent Events

On November 1, 2010, China Aluminum Foil completed a reverse acquisition through a share exchange with Lucky Express (China) Limited, whereby China Aluminum Foil acquired 100% of the issued and outstanding common stock of Lucky Express in exchange for 10,000,000 shares of China Aluminum Foil. As a result of the reverse acquisition, Lucky Express became China Aluminum Foil’s wholly-owned subsidiary and the former shareholders of Lucky Express became controlling stockholders of China Aluminum Foil.
 
 
F-8

 
 
 
Item 2.  Management’s Discussion and Analysis or Plan of Operation
    
The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Plan of Operation

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.  We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

We anticipate that we will meet our ongoing cash requirements by retaining income as well as through equity or debt financing.  We plan to cooperate with various individuals and institutions to acquire the financing required to manufacture and distribute our products and anticipate this will continue until we accrue sufficient capital reserves to finance all of our expansion efforts independently.

We intend to meet our cash requirements for the next 12 months through retained earnings and a combination of debt financing and equity financing by way of private placements.  We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any private placement financings. However, there is no assurance that any such financing will be available or if available, on terms that will be acceptable to us.  We may not raise sufficient funds to fully carry out our business plan.

During November 2010, we completed a reverse merger with Lucky Express (China) Limited through a share exchange whereby China Aluminum Foil acquired 100% of the issued and outstanding common stock of Lucky Express in exchange for 10,000,000 shares of China Aluminum Foil. As a result of the reverse acquisition, Lucky Express became China Aluminum Foil’s wholly-owned subsidiary and the former shareholders of Lucky Express became controlling stockholders of China Aluminum Foil.
  
Results of Operation

We have not had any operating income since inception.  For the three months ended October 31, 2010 we incurred a net loss of $0 and since inception we have incurred a net loss of $5,000.  Expenses from inception were comprised of costs mainly associated with legal, accounting and office expense.

Liquidity and Capital Resources

At October 31, 2010, we had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses.  However, our shareholders are under no obligation to provide such funding.

As reflected in the accompanying financial statements, the Company is in the development stage with no operations have a net loss of $5,000 from inception, and used $4,000 in operations for the period from January 29, 2010 (inception) to October 31, 2010. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
 
 
1

 

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application.
  
The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes ” (“SFAS 109”).  Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
Recent Pronouncements
 
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Off Balance Sheet Transactions

None.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.

Item 4T.  Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company 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, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

 
2

 
 
 PART II - OTHER INFORMATION
 
 Item 1. Legal Proceedings.
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

None
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
Item 3. Defaults Upon Senior Securities
 
None
 
Item 4. (Removed & Reserved)
 
 
Item 5. Other Information
 
None
 
Item 6. Exhibits
 
(a)   Exhibits
 
31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
 
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
 
 
3

 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Signature
 
Title
Date
       
/s/ Chuanhong Xie
 
President, CEO and CFO
June 30, 2011
Chuanhong Xie
     
 
 
 
 
 
 
 
 
4