-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nftxl33ycAjbs/PTNFm0HZpLMPi7VGfqERCVSRWB1XXP8XfG1mlmqHh1OBzsbTx4 BEW/zar9RvJnBQasv/cJPA== 0001062993-09-003457.txt : 20090928 0001062993-09-003457.hdr.sgml : 20090928 20090928164510 ACCESSION NUMBER: 0001062993-09-003457 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090928 DATE AS OF CHANGE: 20090928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Golden Century Technologies CORP CENTRAL INDEX KEY: 0001378625 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52842 FILM NUMBER: 091090611 BUSINESS ADDRESS: STREET 1: SUITE 1200 STREET 2: 1000 N. WEST ST CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 1-302-295-4937 MAIL ADDRESS: STREET 1: SUITE 1200 STREET 2: 1000 N. WEST ST CITY: WILMINGTON STATE: DE ZIP: 19801 10-K 1 form10k.htm ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2009 Filed by sedaredgar.com - Golden Century Technologies Corporation - Form 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended June 30, 2009

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

For the transition period from [   ] to [   ]

Commission file number 000-52842

GOLDEN CENTURY TECHNOLOGIES CORPORATION
(Name of small business issuer in its charter)

Delaware 98-0466250
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
Suite 1200, 1000 N. West Street  
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)

(302) 295-4937
(Issuer’s telephone number)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Copy of communications to:
Clark Wilson LLP
Karen Richardson, Esq.
Suite 800 - 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3H1
Telephone: 604-687-5700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
Nil Nil

Securities registered pursuant to Section 12(g) of the Act:

None
(Title of class)


-2-

Check whether the issuer is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [   ]      No [X]

Check whether the issuer is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [   ]      No [   ]

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 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 [   ]

Check whether the issuer has submitted electronically and posted on its corporate wesbsite, if any, every
interactive  data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
proceeding 12 months  (or for such shorter period that the issuer was required to submit and post such files.
Yes [   ] No [   ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained
in this form, and no disclosure will 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]

Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company:
Large accelerated filer [   ] Accelerated filer [   ] Non-accelerated filer [   ] Small Reporting Company [X]

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

As of September 11, 2009, 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 sold, was approximately $10,436,760.

As of September 11, 2009, the number of shares issued and outstanding of each of the issuer’s classes of common
stock, was 16,237,300 common shares.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K
(e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of
1933 (“Securities Act”). The listed documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes [   ]    No [X]


GOLDEN CENTURY TECHNOLOGIES CORPORATION
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS

PART I 2
   
ITEM 1. DESCRIPTION OF BUSINESS 2
ITEM 1A. RISK FACTORS 6
ITEM 2. PROPERTIES 11
ITEM 3. LEGAL PROCEEDINGS 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
   
PART II 12
   
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 12
ITEM 6: SELECTED FINANCIAL DATA 13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 13
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 15
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 16
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 19
ITEM 9A(T). CONTROLS AND PROCEDURES 19
   
PART III 20
   
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 20
ITEM 11. EXECUTIVE COMPENSATION 22
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS 25
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE  26
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 26
   
PART IV 27
   
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES 27


PART I

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and may involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” beginning on page 6, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars.

Unless otherwise indicated, all references to “we”, “us” and “our” mean Golden Century Technologies Corporation.

Item 1. Description Of Business

Overview

We are a Delaware Corporation established in July 2005. We are engaged in the production, distribution and sale of medical supplies in Mainland China, Hong Kong, Macau, Taiwan and The Middle East. Our principal business is to supply the Flushable Colostomy and Ostomy Pouch Liners (the “Liners) to Colo-Majic Liners, Inc. (the “Colo-Majic”) for its existing North American market and to manufacture, market and distribute the Liners in the People of Republic of China, Hong Kong, Macau, Taiwan and The Middle East.

On October 30, 2005, we entered into an Agreement of Cooperation with Colo-Majic. Pursuant to the agreement, we will manufacture and supply 3,000,000 or more liners every eighteen months. The agreement is for a term of five years.

On September 28, 2006, we entered into a Licensing Agreement with Colo-Majic. Pursuant to the agreement, Colo-Majic granted us a license to manufacture, develop and distribute the Liner product in the mainland of the People’s Republic of China, excluding Hong Kong, Macau and Taiwan.

On January 15, 2007, we entered into a Licensing Agreement Amendment with Colo-Majic adding additional Territories of Hong Kong, Taiwan, Macau and The Middle East for the existing Licensing, Production and Distribution Agreement dated September 28, 2006.

On January 16, 2007, we entered into a Distribution Agreement with T-Ray Science, Inc. (the “T-Ray”), a Delaware corporation, regarding granting non-exclusive distribution rights to T-Ray to promote, sell and distribute the Flushable Colostomy and Ostomy Pouch Liners in the territories of The Middle East including the United Arab Emirates, Israel, Saudi Arabia, Iran, Egypt and Turkey.

On January 16, 2008, we have terminated the Distribution Agreement dated January 16, 2007 with T-Ray Science, Inc.

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On August 12, 2009, we entered a Letter of Intent with JinXin Copper Holding Limited (“JinXin”), a British Virgin Island corporation that owns 62% of Nanjiang Long Du Mining Industrial Limited Corporation (“Long Du”). Long Du is a corporation incorporated in the Shangliang Town, Nanjiang County, Sichuan Province, P. R. China and it owns prospecting permit no. 5100000730032 of Yang Tan Gold Mine (“Yang Tan”) for prospecting right area of 9.77Km 2 from January 19, 2009 to January 19, 2011.

We are a development stage company. We have not at any time been able to generate sufficient revenue from sales of our products or services to sustain ongoing operations. From inception on July 1, 2005 to June 30, 2009, we have generated total revenues of only $251,731 and as of June 30, 2009, we have incurred an accumulated deficit of $211,741 since inception. We may continue to incur significant additional operating losses as our product marketing efforts continue.

Our capital requirements relating to the manufacturing and marketing of our products, and potential accquisition with Yang Tan Gold Mine, have been and will continue to be, significant. We are dependent on the proceeds of future financing in order to continue in business and to develop and commercialize proposed products and accquisition for the project of Yang Tan Gold Mine. We anticipate requiring approximately $750,000 to $1,500,000 in additional financing for the next twelve months. There can be no assurance that we will be able to raise the substantial additional capital resources necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of, additional financing and there can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on us, such as requiring us to significantly curtail or cease operations. In that case, investors may lose their entire investments.

Our strategic operating priorities for the balance of 2009 focus primarily on our goal of increasing revenues by December 31, 2009. We intend to achieve this revenue growth on several fronts as follows:

We intend to promote the Colo-Majic®Flushable Colostomy and Ostomy Pouch Liners throughout Mainland of China, Hong Kong, Macau and Taiwan;

We intend to continue to expand our revenue sources outside Colo-Majic. We intend to continue to pursue opportunities with other health care products.

Product

Colo-Majic® Flushable Colostomy and Ostomy Pouch Liner, it is designed to be used with the exiting pouch systems that are regularly used for colostomy and ostomy patients worldwide. Currently, the pouches are used, washed between uses and then thrown away. By using the Liners, patients can remove and flush the liner and install a new liner into the pouch. This increases the number of times the pouch can be used and reduces costs, since the liners are much less expensive than the pouches.

The Liners are inexpensive, light to carry, easy to apply, safe and clean.

The Liners are flushable. All pouches are disposable but not flushable. The pouches are not flushable because they have to be made from materials with a certain thickness to provide a strong hold capability. Also, they have to have a mechanism for sticking to the skin. These design requirements make them un-flushable. The Liners, however, are completely flushable, which puts the waste in the septic/sewage treatment system, which is healthier for both the patients and the public.

The curved-inward shape of the Liners on both sides cuts off the excessive material that otherwise would affect the connection tightness when applying on the inter-locking rims of the pouch components, as it is very precise in engineering and requires a snug fit at all times. That is to say, using a regular rectangular-shaped liner, for example,

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would require too much material to fit in between the inter-locking rims. The curved sealing lines on both sides, however, are designed to create two small areas where several pin holes can be punched to let the gas, but not the contents, travel through.
Shape of the Liner Liner in Pouch

 The Liners increase the number of times a pouch can be used and fully takes advantages of the existing merits of the pouch system, for example, the hold capability, comfort of wear and the seamless connection of the two pieces The two pieces of the pouch system are known as the wafer and the pouch.

Competition

We face competition from several companies that manufacture and market pouch products in China, including ConvaTec (a Bristol-Myers Squibb Company), Cololplast China Company, Hollister Corporation and emerging companies in China, such as the Si Tai Li Company. However, as far as we are aware, not a single company is manufacturing a pouch liner product or a product similar to the Liners. Compared to the pouches alone, we believe the Liner products have a very competitive edge in costs for the consumers.

Sources and Availability of Raw Materials and the Names of Principal Suppliers

We use the raw materials in the open market, currently we do not have any specific principal suppliers.

There are basically three groups of customers: hospitals and clinics, pharmacies, and the colostomy and/or ostomy patients.

As part of the regular hospital and clinic routine practice, hospitals, clinics and pharmacies maintain supplies of pouch systems for colostomy and ostomy patients and the health conscious populations buy the Liner products for at-home use on daily basis.

Intellectual Property

PATENTS

We have been granted a license by Mr. Douglas Wolrich, the inventor of the Liners, to manufacture, distribute, market and sell the Flushable Colostomy and Ostomy Pouch liner in China. The patent number in China is ZL 95 1 93664.6 and it expires on April 21, 2015.

TRADE MARKS

Mr. Douglas Wolrich, the inventor, holds 100% interest in the trademark of Colo-Majic® for the Flushable Colostomy and Ostomy Pouch liner. We have the rights to use the trademark in connection with our exercise of the rights under our agreement with Mr. Wolrich.

DOMAIN NAMES

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We hold a 100% interest in the domain name of www.gc-hightech.com

LICENSING AGREEMENT

Pursuant to the agreement between Colo-Majic and us dated September 28, 2006, Mr. Douglas Wolrich grants us the license and the sole exclusive and assignable right to use or cause to be used the Liner product in any manner and for any purpose to in any manner develop, maintain, manufacture, transport, distribute, market, sell, lease and/or license or sub-license the Liner product and to sell the same to the general public throughout China. We acknowledged that the within grant of the License is limited only to the purposes stated and does not constitute a grant of any right of ownership of intellectual property of the Liner product. This license expires on April 21, 2015. This license will continue until April 21, 2015 as long as the terms and conditions of this Licensing Agreement are being met.

Effect of Existing or Probable Governmental Regulations on the Business

There is currently no effect of existing or probable governmental regulations on the Business.

Costs and Effects of Compliance with Environmental Law

There are currently no costs and effects of compliance with environmental law.

Research and Development

To date, we have not undertaken any research and development.

Employees

As of September 11, 2009, we have two full time employees, our president and treasurer, Mr. David Cheng Lee and our Secretary, Ms. Hong Yang. Mr. David Cheng Lee handles all the responsiblities in the area of business development and corporate administration. Ms. Hong Yang handles some responsibilities in the area of corporate administration.

Subsequent Events

On August 12, 2009, we entered into a letter of intent with JinXin Copper Holding Limited (“Jinxin”), a British Virgin Island corporation that owns 62% of Nanjiang Long Du Mining Industrial Limited Corporation (“Long Du”). LongDu is a corporation incorporated in the Shanghai Town, Nanjiang County, Sichuan Province, P.R.China and it owns prospecting permit no.510000073032 of Yang Tan Gold Mine (“Yang Tan”) for prospecting right area of 9.77Km² from January 19, 2009 to January 19, 2011.

Pursuant to the letter of intent, we will acquire all the rights to Yang Tan owned by JinXin. Within the first week following the execution of the letter of intent, we are required to pay the sum of $500,000 to Jin Xin for expenses relating to the application for the government exploitation permit for Yang Tan. Upon closing, we will also issue from treasury and deliver to JinXin Common shares of our capital stock, the number of which has yet to be determined, and pay any additional consideration that is agreed to be paid as part of the consideration in a definitive agreement between the parties. On August 18, 2009, the $500,000 to Jinxin has been paid pursuant to the Letter of Intend. Currently we have not determined the number of shares to JinXin yet.

Reports to Security Holders

We are not required to deliver an annual report to our security holders and we do not intend to send an annual report to our security holders. The public may read and copy any materials we have filed with the Commission at the

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SEC’s Public Reference Room at 100F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission also maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission.

Item 1A. Risk Factors

An investment in our common stock involves a number of very significant risks. You should carefully consider the following material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following material risks. You could lose all or part of your investment due to any of these material risks.

Risks Related to Our Company

We have a limited operating history and have only earned nominal revenue since inception. We have no suitable business history to which investors can refer in determining whether to invest in our company and we can provide no assurances that we will ever earn sufficient revenue to earn a profit. We may never have a profitable business and investors may lose all of their investment in our company.

We have a very limited operating history and we face all of the risks and uncertainties encountered by development stage companies. Therefore, our prospects must be considered in light of the risks, expenses and difficulties associated with any development stage company. Due to our limited history, predictions of our future performance are very difficult. As of June 30, 2009, we have only generated revenues of $251,731, which was from our only customer and represented 100% of our total revenue. As at June 30, 2009, we had an accumulated deficit of $211,741 since inception. We anticipate continuing to incur significant losses in the foreseeable future as our operating expenses continue to increase. There can be no assurance that we will ever operate profitably with our current products and strategy. We cannot assure you that we will continue to generate revenues from our operations or ever achieve profitability. We may never generate enough revenue to become profitable and we may have to cease operations, in which case investors will likely lose all of their investment in our company.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing. Furthermore, it indicates that we may go out of business.

In their report dated September 23, 2009, our independent auditors have expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations. We continue to experience net operating losses. Our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities and to successfully carry out our business plan. Our continued net operating losses increase the difficulty in meeting such goals and there can be no assurances that our methods will prove successful. Because of our continued operating losses and the substantial doubt about our abilities to continue as a going concern, investors may not want to invest in our company and we may be unable to obtain the financing we need to continue. Also, these factors indicate that any investment into our company is very risky and that we may go out of business.

We have only one customer and generate no significant revenues and have only limited marketing experience to develop customers.

We have not entered into any agreements to sell our products to any customers in China, as yet. We do not believe that we will generate significant revenues in the immediate future. We will not generate any meaningful revenues unless we obtain sales contracts with a significant number of distributors or general hospitals/clinics or pharmacy chains. There can be no assurance that we will ever be able to obtain contracts with a significant number of customers to generate meaningful revenues or achieve profitable operations.

We have only limited experience in developing and commercializing the Liners, and there is limited information available concerning the potential performance or market acceptance of the Liners in China. There can be no

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assurance that unanticipated expenses or problems will not occur which would result in material delays in commercialization of our products or that our efforts will result in successful commercialization.

Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, we may have to cease our operations and investors could lose their entire investment.

There is no assurance that we will operate profitably or will generate positive cash flow in the future. We believe that we will require additional financing in order to proceed beyond the first three months of our business plan and to pay the fees and expenses necessary to operate as a public company. Although we plan to obtain additional financing, we currently do not have any arrangements for further financing. We may not be able to obtain additional equity or debt financing on acceptable terms when we need it. Even if financing is available, it may not be available on terms that are favorable to us or in sufficient amounts to satisfy our requirements. Our future is dependent upon our ability to obtain financing.

Our capital requirements relating to the manufacturing and marketing of our products have been, and will continue to be, significant. We are dependent on the proceeds of future financing in order to continue in business and to develop and commercialize proposed products. We anticipate requiring approximately $750,000 to $1,500,000 in additional financing for the next twelve months. There can be no assurance that we will be able to raise the substantial additional capital resources necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of, additional financing and there can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on us, such as requiring us to significantly curtail or cease operations. In that case, you may lose your entire investment.

The continued growth of our business will require additional funding from time to time which would be used for general corporate purposes. General corporate purposes may include acquisitions, investments, repayment of debt, capital expenditures, repurchase of our capital stock and any other purposes that we may specify in any prospectus supplement. Obtaining additional funding would be subject to a number of factors including market conditions, operational performance and investor sentiment. These factors may make the timing, amount, terms and conditions of additional funding unattractive, or unavailable, to us. If we do not obtain the financing we need, our business could fail and investors could lose their entire investment.

The terms of any future financing may adversely affect your interest as stockholder and dilute your interest in our company, which may reduce the value of your investment.

We will require additional financing in the future. We may be required to incur indebtedness or issue equity securities, the terms of which may adversely affect your interests in us. For example, the issuance of additional indebtedness may be senior in right of payment to your shares upon our liquidation. In addition, indebtedness may be under terms that make the operation of our business more difficult because the lender’s consent will be required before we take certain actions. Similarly the terms of certain securities we issue may be senior in right of payment of dividends to your common stock and may contain superior rights and other rights as compared to your common stock. Further, any additional issuance of our securities may dilute your interest in our company, which may reduce the value of your investment.

We could lose our competitive advantages if we are not able to protect any intellectual property rights against infringement, and any related litigation could be time-consuming and costly.

Although the Liner product has been patented in the People’s Republic of China by the inventor and we have a license to that patent, we may not be able to completely protect our proprietary rights against possible infringement, which could cause us to lose our competitive advantage and negatively impact our business and operations. Our efforts to protect our intellectual property rights could be time-consuming and costly and we sill might not be successful in protecting them. The potential expense and loss of competitiveness related to our intellectual property could cause our business to remain unprofitable and eventually cause us to go out of business.

We may face regulatory difficulties for our products, which may cause us to slow down or cease our operations

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The manufacturing and sale of the health care products of the Liners in the People’s Republic of China are subject to potential regulations of the federal State Food and Drug Administration and local State Food and Drug Administration offices within the provincial government. The bureaucracy and corruption that are often seen in the bureaucratic procedures in China may have adverse effects on our operation and financial conditions.

Although we have two independent consultants who are working on these licenses and authorizations on behalf of our company, we have no assurance that we will get theses licenses and authorizations successfully.

The uncertain nature of the business legal environment in the People’s Republic of China and our industry may prove to make our company vulnerable to local government agencies who have persistent bureaucratic power

over manufacturers, distributors, retailers and other parties who may wish to do business with us. If companies are prevented from doing business with us in China, then we will go out of business and investors will lose all of their investment in our company.

Our Bylaws contain limitations on the liability of our directors and officers, which may discourage suits against directors and executive officers for breaches of fiduciary duties

Our Bylaws contain provisions limiting the liability of our directors for monetary damages to the fullest extent permissible under Delaware law. This is intended to eliminate the personal liability of a director for monetary damages on an action brought for breach of a director’s duties to us or to our stockholders except in certain limited circumstances. In addition, our Bylaws contain provisions requiring us to indemnify our directors, officers, employees and agents serving at our request, against expenses, judgments (including derivative actions), fines and amounts paid in settlement. This indemnification is limited to actions taken in good faith in the reasonable belief that the conduct was lawful and in, or not opposed to our best interests. Our Bylaws provide for the indemnification of directors and officers in connection with civil, criminal, administrative or investigative proceedings when acting in their capacities as agents for us. These provisions may reduce the likelihood of derivative litigation against directors and executive officers and may discourage investors or management from suing directors or executive officers for breaches of their fiduciary duties, even though such an action, if successful, might otherwise benefit our stockholders and directors and officers.

If we are unable to hire and retain the qualified personnel, our business will likely be adversely affected and we could be forced to cease operations.

Our future success will also depend on our ability to attract, retain and motivate highly qualified personnel, especially sales, marketing and customer support employees, in the future. Because of the rapid growth of the economy in China, competition for qualified personnel is intense. We cannot assure you that we will be able to retain our personnel or that we will be able to attract, assimilate or retain qualified personnel in the future. Our inability to hire and retain qualified personnel could have material adverse effects on our business, financial condition and results of operations. If these effects are significant, they may cause us to go out of business.

Because our directors and officers live outside of the United States, you may have no effective recourse against her for misconduct and may not be able to enforce judgment and civil liabilities against her.

David Lee, our President, Treasurer and Director, and Hong Yang, our Secretary and Director are nationals and residents of Canada, and all or a substantial portion of their assets are located outside of the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against them, or obtain judgments against them outside of the United States that are predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Risks Related to Our Business

Our success depends upon the development of China’s health care products industry and if that industry stagnates, we may go out of business.

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China is currently the world’s most populous country and one of the largest producers and consumers of health care products. The health care industry in China has been under tight state and provincial government controls until recent years, when the government controls appear to have become less cumbersome. However, the health care industry in China is stagnating, especially where it concerns research, development and the production of supplies and devices arguably due to immature regulatory policies, local protectionist activities and a shortage of state and provincial funding. Despite the Chinese government’s continued emphasis on industry self-sufficiency, the industry continues to be impeded by inadequate research and development facilities, a lack of innovative product lines due to long history of practice of free-copying of foreign intellectual properties and a lack of financial and political incentives to attract talented persons into the industry. Since we will rely on the local facilities and our subsidiary to manufacture and market the products, and since our potential customer are mainly hospitals and clinics and pharmacies chains, which are largely state owned, our ability to increase sales and revenues may be delayed and hindered by any of these factors and we may go out of business.

Our promotional and marketing efforts may not result in generation of substantial revenue, which may cause our business to fail and cause investors to lose their entire investment.

If our promotional and marketing efforts do not attract customers, then we will not generate any revenue. We intend to target customers that will need our services. If we do not attract customers through our promotional and marketing efforts, then it is likely that our business will fail and cause investors to lose their entire investment.

The Economic Policies of the People’s Republic of Change Could Affect our Business. If the economic policies of China hamper our ability to carry on business and earn revenues, we may be forced to abandon our business plan and may have to cease our operations.

Substantially all of our revenue will be derived from operations in the People’s Republic of China. Accordingly, our results of operations and prospects are subject, to a significant extent, to the economic, political and legal developments in the People’s Republic of China. Our operating results and financial condition may be adversely affected by the government control over capital investments or changes in tax regulations.

The economy of the People’s Republic of China has been changing from a planned economy to a more market-oriented economy. In recent years, the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform and the reduction of state ownership of productive assets, and the establishment of corporate governance in business enterprises; however, a substantial portion of productive assets in the People’s Republic of China are still owned by the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over the People’s Republic of China’s economic growth through the allocation of resources, the control of payment of foreign currency-denominated obligations, the setting of monetary policy and the provision of preferential treatment to particular industries or companies.

Capital outflow policies in the People’s Republic of China may hamper our ability to expand our business and/or operations internationally. The People’s Republic of China has adopted currency and capital transfer regulations. These regulations may require us to comply with complex regulations for the movement of capital. Although our management believes that it is currently in compliance with these regulations, should these regulations or the interpretation of them by courts or regulatory agencies change, we may not be able to remit income earned and proceeds received in connection with any off-shore operations or from other financial or strategic transactions we may consummate in the future.

Fluctuation of the Renminbi could materially affect our financial condition and results of operations.

Fluctuation of the Renminbi Yuan, the currency of the People’s Republic of China, could materially affect our financial condition and results of operations. The value of the Renminbi Yuan fluctuates and is subject to changes in the People’s Republic of China’s political and economic conditions. Since 1994, the conversion of the Renminbi Yuan into foreign currencies, including United States dollars, is pegged against the inter-bank foreign exchange market rates or current exchange rates of a basket of currencies on the world financial markets. As of June 30, 2009, the exchange rate between the Renminbi Yuan and the United States dollar was 6.826 Renminbi Yuan to every one United States dollar.

9


We may face obstacles from the communist system and Political, Judicial and/or Ministerial Corruption in the People’s Republic of China and may have to cease operations.

Foreign companies conducting operations in the People’s Republic of China face significant political, economic and legal risks. The Communist regime in the People’s Republic of China, including a cumbersome bureaucracy, may hinder Western investment. We may have difficulty establishing adequate management, legal and financial controls in the People’s Republic of China and may have to cease operations.

Another obstacle to foreign investment in the People’s Republic of China is corruption. We may face judicial and ministerial corruption in the People’s Republic of China. There is no assurance that we will be able to obtain recourse, if desired, through the People’s Republic of China’s poorly developed and sometimes corrupt judicial systems. In addition, many of the regulatory and business authorities with whom we normally conduct our business, are state employees or affiliated state-enterprise employees. These officials may engage in corrupt activities which may negatively impact our ability to conduct business.

We may have difficulty establishing adequate management, legal and financial controls in The People’s Republic of China. This may cause our business operations to suffer and investors could lose their investments in our company.

The People’s Republic of China, officially and generally, has not adopted a Western style of management and financial reporting concepts and practices, or modern banking, computer and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the People’s Republic of China. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards. This may cause our business operations to suffer and investors could lose their investments in our company.

We may not be able to obtain regulatory approvals for its products, which would cause us to cease operations.

The federal Food and Drug Administration and local Food and Drug Administration offices within the provincial and municipal governments regulate the manufacture and sale of health care products in the People’s Republic of China. Although we are not currently subject to direct federal, state, or local regulation in the People of Republic of China other than regulations applicable to businesses generally, it may be regulated by the Federal Food and Drug Administration and local Food and Drug Administration offices at the provincial government after our products becoming popular in China. At that time, our operations will cease if we are not able to obtain regulatory approvals for our products from the Federal Food and Drug Administration and each of the local Food and Drug Administration offices.

Risks Associated with Our Common Stock

There is no active public market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active public market for our common stock and such a market may not develop or be sustained. Our common stock is quoted on the National Association of Securities Dealers Inc.’s OTC Bulletin Board; however, we cannot provide our investors with any assurance that that a public market will materialize for our common stock. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If a trading market for our common stock is established, then the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies. As we are a development stage company such fluctuations may negatively affect the market price of our common stock.

10


Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and the NASD’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.

Item 2. Properties

Our executive and head office is located at Suite 1200, 1000 N. West Street, Wilmington, Delaware. No debt has accrued on account of rent payments owed. We feel that this space is adequate for our needs at this time, and we feel that we will be able to locate adequate space in the future, if needed, on commercially reasonable terms.

Item 3. Legal Proceedings

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of our security holders either through solicitation of proxies or otherwise, during the fourth quarter of the fiscal year ended June 30, 2009.

11


PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on the OTC Bulletin Board under the symbol “GCYT.” At the close of business on September 11, 2009, there were 16,237,300 shares of our common stock issued and outstanding. Prices reported represent prices between dealers, do not include markups, markdowns or commissions and do not necessarily represent actual transactions. The market for our shares has been sporadic and at times very limited.

The following table sets forth high and low bid quotations of our common stock for the fiscal years ended June 30, 2009 and 2008 as follows:

Price Range of Common Stock

Quarter Ended High Low
     
September 30, 2008 0.51 0.51
     
December 31, 2008 0.51 0.51
     
March 31, 2009 0.51 0.51
     
June 30, 2009 0.51 0.51

Holders

At the close of business on September 11, 2009, the common shares of our company were held by approximately forty-eight (48) shareholders of record. Hong Yang, our secretary and director, held 2,115,250 shares (or 13.03%) of the outstanding common stock.

Dividends

We have not paid any cash dividends on our common stock since the inception of our company on July 1, 2005 and we do not anticipate paying any cash dividends to our shareholders in the foreseeable future. Our current policy is to retain earnings, if any, to fund the development and growth of our business. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, operating results, capital requirements, applicable contractual restrictions and any other factors that our board of directors deems relevant.

Securities Authorized For Issuance Under Equity Compensation Plans

As of the date of this annual report on Form 10-K, we have not adopted a stock option plan. The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.

12



 EQUITY COMPENSATION PLANS 
Plan Category




Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights

                          (a)
Weighted-average
exercise price of
outstanding options,
warrants and rights

                         (b)
Number of securities remaining
available for issuance under
equity compensation plans
(excluding securities reflected in
column (a))
                         (c)
Equity Compensation Plans approved by security holders Nil Nil Nil
Equity Compensation Plans not approved by security holders Nil Nil Nil
Total Nil Nil Nil

There are no outstanding options or warrants to purchase, or securities convertible into, any of our common stock.

Currently there is no established public trading market for our common stock. We do not have any common stock subject to outstanding options or warrants to purchase and there are no securities outstanding that are convertible into our common stock.

Recent Sales of Unregistered Securities

On August 15, 2009, we issued 625,000 restricted common shares at the price of $0.80 per share to one investor, Hou Yu Zhen. We relied on Regulation S, promulgated under Securities Act, as amended, for registration exemption of the issuance because Ms. Hou is a non-US resident.

On August 8, 2009, we issued 1,419,300 restricted common shares to Universe Crown Consultants Limited (“Universe Crown”) for consulting services, pursuant to a consulting agreement entered between us and Universe Crown dated August 8, 2009. Universe Crown is a Hongkong company with experience in general corporation planning and business advisory services. We relied on Regulation S, promulgated under Securities Act, as amended, for registration exemption of the issuance because Universe Crown is a non-US resident. We also relied on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act for exemption because Universe Crown is either an accredited investor or a sophisticated investor, the management of which possesses sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment.

Purchase of Equity Securities by the Issuer and Affiliated Purchaser

None.

Item 6: Selected Financial Data

Not applicable.

Item 7. Management's Discussion and Analysis or Plan of Operation

Overview

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this registration statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this registration statement, particularly in the section entitled “Risk Factors” beginning on page 7 of this registration statement.

13


Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

From the date of our incorporation on July 1, 2005 to June 30, 2009, we have been a development stage company that has only generated revenues of $251,731, which was from our only customer and represented 100% of our total revenue.

Our operating expenses are classified primarily into three categories:

1. consulting fees, which consists primarily of consulting fees for the year. The amount incurred by us during the year ended June 30, 2009 was $63,000, it is same compared to $63,000 for the year ended June 30, 2008.

2. general and administrative expenses, which consist primarily of legal, accounting and audit fees as well as the expenses incurred for rent and other administrative expenses. The amount incurred by us during the year ended June 30, 2009 was $43,674 compared to $40,573 for the year ended June 30, 2008. The increase was primarily due to the increase in legal and audit fees as a result of our registering our shares with the SEC and becoming a public company; and,

3. travel, which cost us $1,043 during the year ended June 30, 2009, compared to $5,399 for the year ended June 30, 2008.

Our common stock is quoted on the National Association of Securities Dealers Inc.’s OTC Bulletin Board under the trading symbol “GCYT”. As of September 11, 2009, our common stock was traded at $ 1.20 per share in the public market.

We will require further financing to fund the expansion of our business and by being a public company we will be a more attractive investment for a wider range of potential investors. On a going-forward basis, we anticipate that our annual legal and accounting/audit expenses as a result of “going public” will be approximately $40,000 annually, which will primarily consist of the costs associated with our continuous disclosure and financial reporting obligations.

Liquidity and Capital Resources

At June 30, 2009, our company had current assets of $3,649, including $2,152 in cash, compared to current assets of $6,296, including $4,799 in cash, for the year ended June 30, 2008.

As of June 30, 2009, we had working capital deficit of $92,091 compared to working capital deficit of $66,747 as of June 30, 2008. The $25,344 increase in the deficit was primarily due to increases in our accounts payable, accrued liabilities and generated revenue.

We generated revenues of $87,229 in the year ended June 30, 2009 and we generated revenues of $91,159 in the year ended June 30, 2008. We have generated revenues of $251,731 since inception to June 30, 2009. We have incurred a net loss of $211,741 from inception (July 1, 2005) to June 30, 2009.

As at June 30, 2009, our total current liabilities increased to $95,740 from $73,043 at June 30, 2008, primarily reflecting increases in our accounts payable, accrued liabilities and generated revenue.

Results of Operations – Year ended June 30, 2009

As of June 30, 2009, we are a development stage company that from inception to June 30, 2009 and has only generated revenues of $251,731, which was from our only customer and represented 100% of our total revenue.

We incurred a net loss of $25,344 for the year ended June 30, 2009, compared to a net loss of $44,659 for the year ended June 30, 2008. The decrease in the loss was primarily a result of our generated revenues of $87,229 during the period.

14


We do not expect to make any significant changes in our number of employees over the next twelve months.

We do not expect any significant sale or purchase of plant or equipment over the next twelve months.

We expect to spend approximately $20,000 to $50,000 on research or development over the next twelve months to improve our current product, the Liners, and possibly to find or develop new products that our company might offer.

We expect to be able to satisfy our minimum cash requirements for the next four months. However, our capital requirements relating to the manufacturing and marketing of our products will continue to be significant. We are dependent on the proceeds of future financing in order to continue in business and to develop and commercialize proposed products. We anticipate that we will require approximately $500,000 to $2,000,000 in additional financing for the next twelve months to be used as follows:

Operating expenditures    
       Accquision of Yang Tan Gold Mine $500,000 - $1,000,000
       Marketing $100,000 - $200,000
       General and Administrative $80,000 - $100,000
       Research and Development $20,000 - $50,000
       Working capital $50,000 - $150,000
     
Total $750,000 -$1,500,000

There can be no assurance that we will be able to raise the substantial additional capital resources necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of, additional financing and there can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on us, such as requiring us to significantly curtail or cease operations.

To raise the additional funds that we will required, we intend to sell additional shares of our common stock or through borrowing the money. There can be no assurance that we will be able to raise the funds necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of, additional financing and there can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. If we are unable to obtain additional financing, we may be required to significantly curtail or cease our operations.

Due to the uncertainty of our ability to meet our current operating and capital expenses, the audit report prepared by our independent registered public accounting firm relating to our consolidated financial statements for the year ended includes an explanatory paragraph expressing the substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements and Contractual Obligations

Our company has no outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engages in trading activities involving non-exchange traded contracts.

We believe that our limited history of revenue generation make the prediction of future results of operations difficult, and, accordingly, our operating results should not be relied upon as an indication of future performance.

Item 7A Quantitative and Qualitative Disclosures about Market Risk

As at June 30, 2009, we have not entered into or acquired financial instruments that have a material market risk. We have no financial instruments for trading or other purposes or derivative or other financial instruments with off balance sheet risk. All financial assets and liabilities are due within the next twelve months and are classified as current assets or liabilities in the balance sheets provided with this report. The fair value of all financial instruments at June 30, 2009 approximate their carrying values.

15


Item 8 Financial Statements and Supplementary Data

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following consolidated financial statements are filed as part of this annual report:

16


Golden Century Technologies Corporation
(A Development Stage Company)

June 30, 2009

  Index
 
Report of Independent Registered Public Accounting Firm F-1
   
Balance Sheets F–2
   
Statements of Operations F–3
   
Statements of Cash Flows F–4
   
Statement of Stockholders’ Deficit F–5
   
Notes to the Financial Statements F–6



Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders
Golden Century Technologies Corporation
(A Development Stage Company)

We have audited the accompanying balance sheets of Golden Century Technologies Corporation (A Development Stage Company) as of June 30, 2009 and 2008, and the related statements of operations, cash flows and stockholders' deficit for the years then ended and accumulated for the period from July 1, 2005 (Date of Inception) to June 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes 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 internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of Golden Century Technologies Corporation (A Development Stage Company) as of June 30, 2009 and 2008, and the results of its operations and its cash flows for the years then ended and accumulated for the period from July 1, 2005 (Date of Inception) to June 30, 2009 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficiency and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

September 23, 2009

F-1



Golden Century Technologies Corporation
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. dollars)

    June 30,     June 30,  
    2009     2008  
  $   $  
ASSETS            
Current Assets            
   Cash   2,152     4,799  
   Other receivable   1,497     1,497  
Total Assets   3,649     6,296  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
Current Liabilities            
   Accounts payable and accrued liabilities (Note 4(a))   47,367     12,758  
   Due to related parties (Note 3)   48,373     60,285  
Total Liabilities   95,740     73,043  
Contingencies and Commitments (Notes 1 and 4)            
Subsequent Event (Note 8)            
Stockholders’ Deficit            
Preferred Stock            
   Authorized: 20,000,000 shares, par value $0.0001            
   Issued: no shares        
Common Stock            
   Authorized: 250,000,000 shares, par value $0.0001            
   Issued: 14,193,000 shares   1,419     1,419  
Additional Paid-in Capital   118,231     118,231  
Deficit Accumulated During the Development Stage   (211,741 )   (186,397 )
Total Stockholders’ Deficit   (92,091 )   (66,747 )
Total Liabilities and Stockholders’ Deficit   3,649     6,296  

(The accompanying notes are an integral part of these financial statements)

F-2



Golden Century Technologies Corporation
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. dollars)

  Accumulated from              
    July 1, 2005(Date     For the     For the  
    of Inception) to     Year Ended     Year Ended  
    June 30,     June 30,     June 30,  
    2009     2009     2008  
  $   $   $  
Revenue                  
   Sales   251,731     87,229     91,159  
   Cost of sales   (76,552 )   (27,754 )   (27,281 )
Gross Profit   175,179     59,475     63,878  
                   
Operating Expenses                  
   Consulting   264,459     63,000     63,000  
   General and administrative expenses   127,627     43,674     40,573  
   Travel   23,464     1,043     5,399  
Total Operating Expenses   415,550     107,717     108,972  
Loss from Operations   (240,371 )   (48,242 )   (45,094 )
Other Income   28,630     22,898     435  
Net Loss   (211,741 )   (25,344 )   (44,659 )
                   
Net Loss Per Share – Basic and Diluted              
                   
Weighted Average Shares Outstanding         14,193,000     14,141,000  

(The accompanying notes are an integral part of these financial statements)

F-3



Golden Century Technologies Corporation
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. dollars)

    Accumulated from              
    July 1, 2005(Date     For the     For the  
    of Inception) to     Year Ended     Year Ended  
    June 30,     June 30,     June 30,  
    2009     2009     2008  
  $   $   $  
Operating Activities                  
   Net loss for the period   (211,741 )   (25,344 )   (44,659 )
   Adjustments to reconcile net loss to net cash used in                  
   operating activities:                  
         Stock-based compensation   47,750         2,500  
   Changes in operating assets and liabilities                  
     Other receivable   (1,497 )       (1,497 )
       Prepaid expenses   2,750         9,714  
       Accounts payable and accrued liabilities   74,867     34,609     4,349  
       Deferred revenue           (28,212 )
       Due to a related party   48,373     (11,912 )   48,866  
Net Cash Used for Operating Activities   (39,498 )   (2,647 )   (8,939 )
Financing Activities                  
     Proceeds from sale of common stock   41,650          
Net Cash Provided by Financing Activities   41,650          
Increase (Decrease) in Cash   2,152     (2,647 )   (8,939 )
Cash – Beginning of the Period       4,799     13,738  
Cash – End of the Period   2,152     2,152     4,799  
Non-Cash Financing and Investing Activities                  
 Common shares issued to settle debt   27,500         27,500  
Supplemental Disclosures                  
   Interest paid            
   Income taxes paid            

(The accompanying notes are an integral part of these financial statements)

F-4



Golden Century Technologies Corporation
(A Development Stage Company)
Statement of Stockholders’ Deficit
From July 1, 2005 (Date of Inception) to June 30, 2009
(Expressed in U.S. dollars)

                            Deficit        
                            Accumulated        
                Additional           During the        
                Paid-in     Subscriptions     Development          
    Shares     Amount     Capital     Receivable     Stage     Total  
    #   $   $   $   $   $  
Balance – July 1, 2005                                    
  (Date of Inception)                        
Issuance of common shares                                    
for services at $0.001/share   10,000,000     1,000     9,000             10,000  
Issuance of common shares                                    
for cash at $0.05/share   333,000     33     16,617             16,650  
Common stock subscribed at                                    
$0.01/share   2,500,000     250     24,750     (25,000 )        
Net loss for the period                   (29,244 )   (29,244 )
Balance – June 30, 2006   12,833,000     1,283     50,367     (25,000 )   (29,244 )   (2,594 )
Issuance of common shares                                    
for services at $0.05/share   660,000     66     32,934             33,000  
Subscriptions received               25,000         25,000  
Issuance of common shares                                    
for services at $0.05/share   100,000     10     4,990             5,000  
Net loss for the year                   (112,494 )   (112,494 )
Balance – June 30, 2007   13,593,000     1,359     88,291         (141,738 )   (52,088 )
Issuance of common shares                                    
for services at $0.05/share   600,000     60     29,940             30,000  
Net loss for the year                   (44,659 )   (44,659 )
Balance – June 30, 2008   14,193,000     1,419     118,231         (186,397 )   (66,747 )
Net loss for the year                   (25,344 )   (25,344 )
Balance – June 30, 2009   14,193,000     1,419     118,231         (211,741 )   (92,091 )

(The accompanying notes are an integral part of these financial statements)

F-5



Golden Century Technologies Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Expressed in U.S. dollars)

1.

Nature of Operations and Continuance of Business

     

The Company was incorporated in the State of Delaware on July 1, 2005. The Company is a Development Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting for Development Stage Enterprises”. The Company is based in Wilmington, Delaware, and its principal business is the production and distribution of Flushable Colostomy and Ostomy Pouch Liners (the “Liners”) for colostomy and ostomy patients. The Company has entered into two agreements with Colo-Majic Liners, Inc. (“Colo-Majic”), the inventor of the Liner product. The first agreement is to supply the Liner products to the North American market, and the second agreement is to manufacture, market and distribute the Liner product in the People’s Republic of China.

     

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company planned principal activities have commenced, but the Company is still in the early stage of development. In a development stage company, management devotes most of its activities to developing a market for its products and services. The Company has generated minimal revenue and has not paid dividends, and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at June 30, 2009, the Company has a working capital deficit of $92,091 and has accumulated losses of $211,741 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

     

Since inception, the Company has funded operations through the issuance of capital stock. Management’s plan is to continue raising additional funds through future equity or debt financings until it achieves profitable operations from its production and sale activities. Management estimates that it will require additional financing of approximately $250,000 to $500,000 over the next twelve months for production of the Liner products, marketing campaigns and administrative costs.

     
2.

Summary of Significant Accounting Principles

     
a)

Basis of Presentation

     

The Company was incorporated in the State of Delaware on July 1, 2005. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is June 30.

     
b)

Use of Estimates

     

The preparation of financial statements in conformity with US generally accepted accounting principles 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 and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

     
c)

Cash and Cash Equivalents

     

The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.

     
d)

Inventory

     

Inventory is determined on a first-in, first-out basis and is stated at the lower of cost or market. Market is determined based on the net realizable value, with appropriate consideration given to excessive levels, future demand and other factors. The Company did not have any inventory as of June 30, 2009 and 2008.

F–6



Golden Century Technologies Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Expressed in U.S. dollars)

2.

Summary of Significant Accounting Principles (continued)

     
e)

Financial Instruments and Risk

     

Fair Values:

     

Effective July 1, 2008, the first day of the Company's fiscal year 2009, the Company adopted SFAS 157 "Fair Value Measurements" and SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -- Including an Amendment of FASB Statement No. 115," for financial assets and liabilities. Adoption did not have a material effect on the Company's results of operations. FAS 159 provides companies the irrevocable option to measure many financial assets and liabilities at fair value with changes in fair value recognized in earnings. The Company has not elected to measure any financial assets or liabilities at fair value that were not previously required to be measured at fair value.

     

Concentrations:

     

Financial instruments which potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company deposits cash with a high quality financial institution. During the fiscal year ended June 30, 2009 and 2008, 100% of revenue came from one customer. For the fiscal years ended June 30, 2009 and 2008, the Company purchased 100% of its Liner products from two vendors.

     

Foreign Currency Risk:

     

The Company undertakes certain transactions in Canadian dollars and Chinese Renminbi and as such is subject to risk due to fluctuations in exchange rates. The Company does not use derivative instruments to hedge exposure to foreign currency risk.

     
f)

Comprehensive Loss

     

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2009 and 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

     
g)

Income Taxes

     

The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

     
h)

Foreign Currency Translation

     

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “Foreign Currency Translation”, 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 transactions. 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 undertakes foreign currency translations in Canadian dollars and Chinese Renminbi.

     
i)

Revenue Recognition

     

The Company recognizes revenue from the sale of products and services in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements.” Revenues consist of sale of the plastic liners and are recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the products shipped, and collectibility is reasonably assured.

     

The Company continually monitors timely payments and assesses any collection issues regarding accounts receivable. At the time of sale, any significant customer accounts that are not expected to be collected are excluded from revenues.

F–7



Golden Century Technologies Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Expressed in U.S. dollars)

2.

Summary of Significant Accounting Principles (continued)

     
j)

Stock-based Compensation

     

The Company records stock-based compensation in accordance with SFAS No. 123R “Share Based Payments”, using the fair value method. The Company has not issued any stock options since its inception.

     

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

     
k)

Basic and Diluted Net Income (Loss) per Share

     

The Company computes net income (loss) per share in accordance with SFAS No. 128, "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 income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, 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 common shares if their effect is anti-dilutive. As at June 30, 2009, there are no dilutive securities outstanding.

     
l)

Recently Issued Accounting Pronouncements

     

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by non-governmental 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 periods ending after September 30, 2009. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

     

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”. The objective of this statement is to improve financial reporting by enterprises involved with variable interest entities. This statement addresses (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166, “Accounting for Transfers of Financial Assets”, and (2) concern about the application of certain key provisions of FASB Interpretation No. 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

     

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB No. 140”. The object of this statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. This statement addresses (1) practices that have developed since the issuance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, that are not consistent with the original intent and key requirements of that statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been de-recognized should continue to be reported in the financial statements of transferors. SFAS No. 166 must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This statement must be applied to transfers occurring on or after the effective date. Additionally, on and after the effective date, the concept of a qualifying special-purpose entity is no longer relevant for accounting purposes. The disclosure provisions of this statement should be applied to transfers that occurred both before and after the effective date of this statement. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

F–8



Golden Century Technologies Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Expressed in U.S. dollars)

2.

Summary of Significant Accounting Policies (continued)

     
l)

Recent Accounting Pronouncements (continued)

     

During the year, the Company adopted SFAS No. 165, “Subsequent Events” (“SFAS 165”). This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of SFAS 165 did not impact the Company’s financial position or results of operations.

     

On April 13, 2009, the Securities and Exchange Commission’s (“SEC”) Office of the Chief Accountant and Division of Corporation Finance issued SEC Staff Accounting Bulletin 111 (“SAB 111”). SAB 111 amends and replaces SAB Topic 5M, “Miscellaneous Accounting—Other Than Temporary Impairment of Certain Investments in Equity Securities” to reflect FSP FAS 115-2 and FAS 124-2. This FSP provides guidance for assessing whether an impairment of a debt security is other than temporary, as well as how such impairments are presented and disclosed in the financial statements. The amended SAB Topic 5M maintains the prior staff views related to equity securities but has been amended to exclude debt securities from its scope. SAB 111 is effective upon the adoption of FSP FAS 115-2 and FAS 124-2. The adoption of this statement is not expected have a material effect on the financial statements of the Company.

     

In April 2009 the FASB issued FSP No. 141R-1 “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”, or FSP 141R-1. FSP 141R-1 amends the provisions in Statement 141R for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. The FSP eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria in Statement 141R and instead carries forward most of the provisions in SFAS 141 for acquired contingencies. FSP 141R-1 is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement is not expected have a material effect on the financial statements of the Company.

     

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

     

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for 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. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

     

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”. This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

     

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements Liabilities – an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the Non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

F–9



Golden Century Technologies Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Expressed in U.S. dollars)

2.

Summary of Significant Accounting Policies (continued)

       
l)

Recent Accounting Pronouncements (continued)

       

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, applies to all entities with available-for- sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this statement did not have a material effect on the Company's financial statements.

       

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's financial statements.

       
3.

Related Party Transactions

       
a)

As at June 30, 2009, $35,308 (June 30, 2008 - $32,785) is owed to the President of the Company for expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and is due on demand.

       
b)

The Company incurred consulting fees of $30,000 (June 30, 2008 - $30,000) to a relative of the President of the Company. As at June 30, 2009, $13,065 (June 30, 2008 - $27,500) is owed to this person. Refer to note 4(a).

       
4.

Commitments

       
a)

The Company entered into agreements with two consultants to advise and assist the Company in its development for a term of one year beginning August 1, 2005. On August 1, 2008, the agreements were renewed for a further term of one year at $33,000 and $30,000, respectively. As at June 30, 2009, a total of $35,750 is included as accounts payable to the first consultant, and $13,065 is included in due to related parties for the other consultant, who is a relative of the President of the Company.

       
b)

On October 30, 2005, the Company entered into an agreement with Colo-Majic Liners, Inc., a company that owns the registered trademark for the Liner products. The Company will manufacture and supply 3,000,000 or more plastic liners every eighteen months, and will also be the designated distributor of the Liner product in the Asian market. The agreement is for a term of five years.

       
c)

The Company entered into an agreement dated September 28, 2006 with Colo-Majic Liners, Inc. (“Colo- Majic”) to grant the Company a license to manufacture, develop and distribute the Liner product in the mainland of the People’s Republic of China, excluding Hong Kong, Macau and Taiwan. The Company must pay the following license fees on a bi-annual basis:

       

i) $1.00 for each box of three hundred of the Liner products during the first two years;

       

ii) $2.00 for each box of three hundred of the Liner products during the third and fourth years;

       

iii) $3.00 for each box of three hundred of the Liner products during the fifth and sixth years, and thereafter until termination of the license agreement.

       

On January 15, 2007, the agreement was amended to add additional territories of Hong Kong, Taiwan, Macau and the Middle East including United Arab Emirates, Saudi Arabia, Turkey, Egypt, Yemen, Oman, Israel, Iraq, Iran, Bahrain, Qatar and Jordan.

       

The terms of this Agreement shall be perpetual and be in full force and effect as long as the terms and conditions of this agreement are being met.

       
d)

On January 16, 2007, the Company entered into a Distribution Agreement with T-Ray Science, Inc. (“T- Ray”), granting T-Ray the non-exclusive distribution right to promote, sell and distribute the Colo-Majic Flushable Liner in the Middle East including United Arab Emirates, Israel, Saudi Arabia, Iran, Egypt and Turkey. On January 16, 2008 this agreement was terminated.

F–10



Golden Century Technologies Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Expressed in U.S. dollars)

5.

Common Stock

   

On August 1, 2007, the Company issued 600,000 shares of common stock with a fair value of $30,000 for consulting services to a relative of the President of the Company.

   
6.

Income Taxes

   

The Company has incurred total net operating losses of $207,600 since inception which expire beginning in fiscal 2026.

   

The income tax benefit differs from the amount computed by applying the federal income tax rate of 35% to net loss for the year ended June 30, 2009 as a result of the following:


      2009     2008  
    $   $  
  Income tax benefit computed at the statutory rate   8,870     15,631  
  Permanent differences   (43 )   (476 )
  Change in valuation allowance   (8,827 )   (15,155 )
  Provision for income taxes        

  Significant components of the Company’s deferred tax assets and liabilities as at June 30, 2009, after applying enacted corporate income tax rates, are as follows:

      2009     2008  
    $   $  
  Deferred income tax assets            
   Net operating loss carried forward   72,660     63,840  
   Valuation allowance   (72,660 )   (63,840 )
  Net deferred income tax asset        

7.

Fair Value Measurements

   

SFAS No. 157 “Fair Value Measurements” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 prioritizes the inputs into three levels that may be used to measure fair value:


  Level 1
   
  Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
   
  Level 2
   
  Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
   
  Level 3
   
  Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

  Pursuant to SFAS No. 157, the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets.

F–11



Golden Century Technologies Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Expressed in U.S. dollars)

7.

Fair Value Measurements (continued)

   

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of June 30, 2009 as follows:


      Fair Value Measurements Using        
      Quoted Prices in     Significant              
      Active Markets     Other     Significant        
      For Identical     Observable     Unobservable        
      Instruments     Inputs     Inputs     Total  
      (Level 1)   (Level 2)     (Level 3)      
    $   $   $   $  
                           
  Assets:                        
  Cash   2,152             2,152  

The Company’s financial instruments consist principally of cash, accounts payable and amounts due to related parties. Pursuant to SFAS No. 157, the fair value of cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

     
8.

Subsequent Event

     
a) On August 8, 2009, the Company issued 1,419,300 shares of common stock for consulting services pursuant to a consulting agreement.
   
b)

On August 12, 2009, the Company entered into a Letter of Intent with JinXin Copper Holding Limited (“JinXin”), a British Virgin Island corporation that owns 62% of Nanjiang Long Du Mining Industrial Limited Corporation (“Long Du”). Long Du is incorporated in Sichuan Province in the People’s Republic of China and owns a prospecting permit of the Yang Tan Gold Mine (“Yang Tan”).

     

Pursuant to the Letter of Intent, the Company will acquire all the rights to Yang Tan owned by JinXin. Within the first week following the execution of the Letter of Intent, the Company is required to pay $500,000 to JinXin for expenses relating to the application for the government exploitation permit for Yang Tan. Upon closing the Company will issue from treasury and deliver to JinXin a yet to be determined amount of common shares of the Company’s capital stock, and pay any additional consideration that is agreed to be paid as part of the consideration in the Definitive Agreement as described in the Letter of Intent.

     
c) On August 15, 2009, the Company issued 625,000 shares of common stock at $0.80 per share.
   
d)

The Company evaluated all events or transactions that occurred after June 30, 2009 up through September 23, 2009, the date the Company issued these financial statements.

F–12


- 19 -

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

None.


ITEM 9AT. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2009 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and President, David Lee. Based upon that evaluation, our Chief Executive Officer and President concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are 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 in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and President, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the year ended June 30, 2009 fairly present our financial condition, results of operations and cash flows in all material respects.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer and President, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

Insufficient Written Policies & Procedures: We have insufficient written policies and procedures for accounting and financial reporting.

Inadequate Financial Statement Closing Process: We have an inadequate financial statement closing process.


- 20 -

Lack of Audit Committee Financial Expert: Our audit committee has deficiencies due to the fact that it does not have an audit committee financial expert.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) prepare and implement sufficient written policies and checklists for financial reporting and closing processes and (4) may consider appointing outside directors and audit committee members in the future.

Management, including our Chief Executive Officer and President, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Changes in internal control over financial reporting

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

Limitations on the effectiveness of controls and procedures

Our management, including our Chief Executive Officer and President, do not expect that the our controls and procedures will prevent all potential errors or fraud. A 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.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Identification of Directors, Executive Officers, Promoters and Control Persons

Our directors hold office until the next annual meeting of the stockholders or until her successor has been elected and qualified. The officers of our company are appointed by our directors and hold office until their death, resignation or removal from office. As of June 30, 2009, the names, age, positions held, and dates first elected or appointed of our directors and executive officers are as follows:


Name
Position Held with the
Company

Age
Date First Elected
or Appointed
David Cheng Lee Chief Executive Officer, President, Treasurer and Director 39 June 2009
Hong Yang Secretary and Director 39 July 2005

Business Experience

Hong Yang

Ms. Hong Yang has been the President, Treasurer, Secretary and sole director of Golden Century Technologies Corporation since July 1, 2005 (inception of the Company) and is our original founder. On June 25, 2009, she has resigned as the president and treasurer but continue to be our secretary and director. For the last five years, her focus has been in the business development in the health care industry in China.

David Cheng Lee

Mr. David Cheng Lee is a business executive who over the years has worked with leading technology companies in China, Hong Kong, the USA and Canada. As the founder of MBN Communications Systems International Ltd, one of the leaders in broadband wireless internet software and hardware communications products and services, Mr. Lee has successfully assembled teams of technology experts and financed the development of new innovative technologies, software and hardware management systems. From year 2001, he has been the Chairman & CEO of the company. Mr. Lee leads the company’s effort to identify, select and develop innovative marketing and business development strategies. Under his leadership, the company has successfully extended its business network from


- 21 -

North America to China, South America and Australia. Mr. Lee has not previously held any positions as a director or officer of a public company. Mr. Lee has taken computer training at the British Columbia Institute of Technology.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or,

4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended June 30, 2009, all filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.

Nomination for Directors

All proceedings of the board of directors for the year ended June 30, 2009 were conducted by resolutions consented to in writing by the sole director and filed with the minutes of the proceedings of the director.

We does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President, David Cheng Lee, at the address appearing on the first page of this annual report.

Code of Ethics

We have not yet adopted a corporate code of ethics. Our board of directors is considering, over the next year, establishing a code of ethics to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.


- 22 -

Audit Committee and Audit Committee Financial Expert

We currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by the board of directors.

Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial expert", nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD Rules.

We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committees can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

Item 11. Executive Compensation

No executive officer of our company received an annual salary and bonus during the period from inception on July 1, 2005 to June 30, 2009.

No executive officer of our company received an annual salary and bonus that exceeded $60,000 during the fiscal years ended June 30, 2009.

The following table shows the particulars of compensation paid to the following persons, where applicable, for the year ended June 30, 2009:

  (a)

our principal executive officer;

     
  (b)

each of our two most highly compensated executive officers who were serving as executive officers at the year ended June 30, 2009; and,

     
  (c)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year,



- 23 -

who we may collectively refer to as the named executive officers:

SUMMARY COMPENSATION TABLE






Name
and Principal
Position








Year







Salary
($)







Bonus
($)







Options
granted






Option
Awards
($)(5)



Non-Equity
Incentive
Plan
Compensa-
tion
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)




All
Other
Compensa-
tion
($)







Total
($)
David Cheng
Lee, President,
Treasurer and
Director

2009


Nil


Nil


Nil


Nil


Nil


Nil


Nil


Nil

Hong Yang,
Secretary and
Director

2009

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

There are no written employment or consulting agreements between our company and any of our directors and executive officers.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Stock Options and Stock Appreciation Rights

From the date of inception July 1, 2005, we did not grant any stock options or stock appreciation rights to any of our directors or officers.

As of the date of this annual report on Form 10-K, we have not adopted a stock option plan.

  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END  
  Option Awards Stock Awards














Name







Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable







Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable



Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)











Option
Exercise
Price
($)












Option
Expiration
Date



Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)


Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)


Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)
Hong Yang Nil Nil Nil -- -- Nil Nil Nil Nil
David Lee Nil Nil Nil Nil Nil Nil Nil Nil Nil


- 24 -

Compensation Of Directors

Directors may be paid their expenses for attending each meeting of the directors and may be paid a fixed sum for attendance at each meeting of the directors or a stated salary as director. No payment precludes any director from serving our company in any other capacity and being compensated for such service. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

On or about July 5, 2005, we approved the issuance of 10,000,000 shares of its common stock to Hong Yang for services rendered in the amount of $10,000. The terms of this transaction were determined by the Board of Directors.

Other than as described in the paragraph above, we have no present formal plan for compensating our directors for their service in their capacity as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board. The board may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated in this annual report, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments during the fiscal year ended June 30, 2009.

   DIRECTOR COMPENSATION   





Name

Fees
Earned
or Paid in
Cash
($)




Option
Granted



Option
Awards
($)(3)

Non-Equity
Incentive
Plan
Compensation
($)
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings


All
Other
Compensation
($)




Total
($)
               
Hong Yang Nil Nil  Nil Nil Nil Nil Nil
David Lee Nil Nil  Nil Nil Nil Nil Nil

Employment Contracts, Termination of Employment and Change In Control Arrangements

Other than as set out below, we have not entered into any employment agreement or consulting agreement with our directors and executive officers.

As of June 30, 2009, the director, Hong Yang provides management services and office premises to our company. We have no written agreement with Ms. Yang for the provision of services or her compensation and she is not compensated for her services. On July 1, 2009, we signed an employment agreement with Hong Yang for a monthly salary of $3,000 for a period of six months.

As of June 30, 2009, the director, David Cheng Lee provides business development to our company since June 25, 2009. We have no written agreement with Mr. Lee for the provision of services or his compensation and he is not compensated for his services. On July 1, 2009, we signed an employment agreement with David Cheng Lee for a monthly salary of $3,000 for a period of six months.

Since August 1, 2005, we have also engaged two independent consultants in the areas of assisting us for overseas production and marketing management, business development in China and the consulting agreements were terminated on July 31, 2009.

On July 1, 2009, we have engaged with Acme Group Consultants Limited as our independent consultant in the areas of assisting us for business development.

On July 1, 2009, we have also engaged with Mr. Au as our independent consultant in the area of assisting us for business development.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of


- 25 -

directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Family Relationships

None of the directors or officers of our company are related by blood or marriage.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of the directors or executive officers of our company or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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

As of the date of this annual report on Form 10-K, we have not adopted a stock option plan. The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.

 EQUITY COMPENSATION PLANS 
Plan Category




Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights

                          (a)
Weighted-average
exercise price of
outstanding options,
warrants and rights 

                          (b)
Number of securities remaining
available for issuance under
equity compensation plans
(excluding securities reflected in
column (a)) 
                           (c)
Equity Compensation
Plans approved by
security holders

Nil

Nil

Nil
Equity Compensation
Plans not approved by
security holders

Nil

Nil

Nil
Total Nil Nil Nil

There are no outstanding options or warrants to purchase, or securities convertible into, any of our common stock.

The following table sets forth, as of June 30, 2009, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each director, nominee and named executive officer of our company and our wholly-owned operating subsidiary, and by the directors and executive officers of our company as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.


- 26 -

Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percentage
of Class(1)(2)
David Cheng Lee Nil Nil
Hong Yang
Room 707 Zhidi Building, No. 6 Jiao Chang Xi Road,
Guangzhou, China
2,115,250(3)

13.03%

Total (directors and officers as a group) 2,115,250 13.03%


(1)

Rule 13d-3 under the Exchange Act, defines a beneficial owner of a security as any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on June 30, 2009.

   
(2)

Based on 16,237,300 shares outstanding as of September 11, 2009.

   
(3)

Of these, 2,115,250 are held directly by Hong Yang.

Item 13. Certain Relationships And Related Transactions, Director Independence

There has been no transaction, nor is there any currently proposed transaction, since the beginning of the year June 30, 2008, in which the small business issuer was or is to be a participant, and the amount involved exceeds the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years, and in which any related person had or will have a direct or indirect material interest. A related person is a director or executive officer of our company; a nominee for election as a director of our company; a beneficial owner of more than five percent of the outstanding shares of our common stock; or any member of the immediate family of any such person.

Ms. Hong Yang has been our President, Treasurer, Secretary and sole director since our inception (July 1, 2005). She is also our original founder. On June 25, 2009, she has resigned as the president and treasurer but continue to be our secretary and director.

On or about July 5, 2005, we approved the issuance of 10,000,000 shares of its common stock to Hong Yang for services rendered in the amount of $10,000. The terms of this transaction were determined by the Board of Directors.

Item 14. Principal Accounting Fees and Services

The following table sets forth the fees billed to our company for professional services rendered by our company's independent registered public accounting firm, for the year ended June 30, 2009 and June 30, 2008:

Services 2009 2008
Audit fees $15,725.33 $17,342.55
Tax fees Nil Nil
All other fees Nil Nil
     
Total fees $15,725.33 $17,342.55

Audit Fees. Consist of fees billed for professional services rendered for the audits of our financial statements, reviews of our interim consolidated financial statements included in quarterly reports, services performed in connection with filings with the Securities and Exchange Commission and related comfort letters and other services that are normally provided by Manning Elliott LLP for the fiscal years ended June 30, 2009 and June 30, 2007 in connection with statutory and regulatory filings or engagements.


- 27 -

Tax Fees. Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.

We do not use Manning Elliott LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Manning Elliott LLP to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Manning Elliott LLP is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

  • approved by our audit committee (the functions of which are performed by our sole director); or

  • entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by Manning Elliott LLP and believe that the provision of services for activities unrelated to the audit is compatible with maintaining Manning Elliott LLP’s independence.

PART IV

Item 15 Exhibits, Financial Statement Schedules

Item Number Description
   
(3)

Articles of Incorporation and By-laws

 

3.1

Certificate of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on December 22, 2006)

 

3.2

Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on December 22, 2006)

 

(10)

Material Contracts

 

10.1

Consulting Agreement dated August 1, 2005 between Golden Century Technologies Corporation and Mr. Moyou Yu (incorporated by reference from our Registration Statement on Form SB-2 filed on December 22, 2006)

 

10.2

Consulting Agreement dated August 1, 2005 between Golden Century Technologies Corporation and Ms. Li Yang (incorporated by reference from our Registration Statement on Form SB-2 filed on December 22, 2006)

 

10.3

Production Agreement dated October 31, 2005 between Golden Century Technologies Corporation and Colo-Majic Liners, Inc.(incorporated by reference from our Registration Statement on Form SB-2 filed on December 22, 2006)



- 28 -

10.4 Amendment Consulting Agreement dated August 1, 2006 between Golden Century Technologies Corporation and Mr. Moyou Yu(incorporated by reference from our Registration Statement on Form SB-2 filed on December 22, 2006)
 

10.5

Amendment Consulting Agreement dated August 1, 2006 between Golden Century Technologies Corporation and Ms. Li Yang (incorporated by reference from our Registration Statement on Form SB-2 filed on December 22, 2006)

 

10.6

Licensing Agreement dated September 28, 2006 between Golden Century Technologies Corporation and Colo-Majic Liners, Inc.(incorporated by reference from our Registration Statement on Form SB-2 filed on December 22, 2006)

 

10.7

Amended Licensing Agreement dated January 15, 2007 between Golden Century Technologies Corporation and Colo-Majic Liners, Inc. (incorporated by reference from our Form 8-K filed on January 18, 2007)

 

10.8

Distribution Agreement dated January 16, 2007 between Golden Century Technologies Corporation and T-Ray Science, Inc. (incorporated by reference from our Form 8-K filed on January 18, 2007)

 

(23)

Consents of Experts & Counsel

 

23.1*

Consent of Independent Auditor (Consent of Manning Elliott LLP, Chartered Accountants)

 

(31)

Section 302 Certification

 

31.1*

Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

(32)

Section 906 Certification

 

32.1*

Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

(5)

Form 8K filed with SEC on July 1, 2009 regarding Changes in Control of Registrant and Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

 

(5)

Form 8K filed with SEC on August 12, 1009 regarding IEntry into a Material Definitive Agreement

* Filed herewith


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GOLDEN CENTURY TECHNOLOGIES CORPORATION

By:   /s/ David Cheng Lee                                                    
         David Cheng Lee, Chief Executive Officer, President and Director 
         (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 
         Date: September 28, 2009


EX-23.1 2 exhibit23-1.htm CONSENT OF INDEPENDENT AUDITOR Filed by sedaredgar.com - Golden Century Technologies Corp. - Exhibit 23.1

Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders
Golden Century Technologies Corporation
(A Development Stage Company)

We have audited the accompanying balance sheets of Golden Century Technologies Corporation (A Development Stage Company) as of June 30, 2009 and 2008, and the related statements of operations, cash flows and stockholders' deficit for the years then ended and accumulated for the period from July 1, 2005 (Date of Inception) to June 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes 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 internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of Golden Century Technologies Corporation (A Development Stage Company) as of June 30, 2009 and 2008, and the results of its operations and its cash flows for the years then ended and accumulated for the period from July 1, 2005 (Date of Inception) to June 30, 2009 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficiency and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

CHARTERED ACCOUNTANTS

Vancouver, Canada

September 23, 2009


EX-31.1 3 exhibit31-1.htm SECTION 302 CERTIFICATION Filed by sedaredgar.com - Golden Century Technologies Corporation - Exhibit 31.1

EXHIBIT 31.1

CERTIFICATION

I, David Cheng Lee, certify that:

I have reviewed this annual report on Form 10-K of Golden Century Technologies Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
  (b)

Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
  (c)

Disclosed in this report any changes in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting;

The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

     
  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

/s/ David Cheng Lee
__________________________________
David Cheng Lee
President and Treasurer
Director
(Principal Executive Officer)


September 28, 2009


EX-32.1 4 exhibit32-1.htm SECTION 906 CERTIFICATION Filed by sedaredgar.com - Golden Century Technologies Corporation - Exhibit 32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Golden Century Technologies Corporation (the "Company”) on Form 10-K for the year ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David Cheng Lee, the Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ David Cheng Lee
________________________________________
David Cheng Lee
President and Treasurer
Director


September 28, 2009
___________________
Dated:


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-----END PRIVACY-ENHANCED MESSAGE-----