S-1/A 1 fs1a6_greensol.htm FORM S-1 AMENDMENT fs1a6_greensol.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 6
To
FORM S-1
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
GREEN SOLUTIONS CHINA, INC.
f/k/a CHINA GREEN, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
700
 
75-3269182
(State or other jurisdiction of incorporation or organization)
 
(Primary Standard Classification Code)
 
(IRS Employer Identification No.)
 
 Room 3601, the Centre, Queen’s Road no.99
Central, Hong Kong
Tel. No.: (852) 3691-8831
 (Address and telephone number of
registrant’s principal executive offices)
 
VCorp Services, LLC
1811 Silverside Road
Wilmington, Delaware 19810
Tel. No.: 888-528-2677
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
Copies of communications to:
 
Richard I. Anslow, Esq.
Gregg E. Jaclin, Esq.
Eric M. Stein, Esq.
Joy Z. Hui, Esq.
Anslow & Jaclin, LLP
195 Route 9 South, 2nd Floor
Manalapan, NJ 07726
Tel. No.: (732) 409-1212
 Fax No.: (732) 577-1188
Barry I. Grossman, Esq.
Sarah E. Williams, Esq.
Ellenoff Grossman & Schole, LLP
150 East 42nd Street
New York, New York 10017
Tel. No.: (212) 370-1300
Fax No.: (212) 370-7889
 
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x
 
 
 
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
       
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
 Title of Each Class Of Securities to be Registered
 
Amount to be Registered (1)
 
Proposed Maximum
Aggregate
Offering Price
per share
 
Proposed Maximum
Aggregate
Offering Price
 
Amount of
Registration fee
                         
Common Stock, $0.00001 par value per share
   
1,400,000
(2)
 
$
5.00
(2)
 
$
7,000,000
(2)
 
$
499.10
 
                                 
Common Stock, $0.00001 par value per share
   
1,018,500
(3)
 
$
5.00
(4)
 
$
5,092,500
(4)
 
$
363.10
 
                                 
Underwriter’s Warrants to Purchase Common Stock
   
98,000
(5)
 
$
N/A
   
$
N/A
   
$
N/A
(6)
                                 
Common Stock Underlying Underwriter’s Warrants
   
98,000
(7)
 
$
6.00
   
$
588,000
(6)
 
$
41.93
(8)
                                 
Total Registration Fees 
                         
$
904.13
(9)
  
(1)  
In accordance with Rule 416(a), the Registration is also registering hereunder an indeterminate number of additional shares of common stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions.
 
(2)  
The registration fee for securities to be offered by the Registrant is based on an estimate of the proposed maximum aggregate offering price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o).
 
(3)  
This amended registration statement also covers the resale under a separate resale prospectus (the “Resale Prospectus”) by certain selling stockholders of the Registrant of up to 1,018,500 shares of common stock, of which (i) 159,750 shares were issued to investors in the Registrant’s private placement in reliance upon Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), that closed on August 13, 2009 (the “Regulation S Private Placement”) (but excluding the 6,250 shares of common stock purchased in the Regulation S Private Placement by Mr. Wei Guo Wang, who subsequent to the closing of the Regulation S Private Placement, became our Chief Financial Officer), (ii) a total of 818,750 shares issued to six individuals and entities as compensation for corporate or business consulting services, and (iii) a total of 40,000 shares issued as partial compensation for legal services.
 
(4)  
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange or national quotation system and in accordance with Rule 457, the offering price was determined by the price of the shares that were sold to our shareholders in a private placement pursuant to Regulation S of the Securities Act. The price of $5.00 is a fixed price at which the selling stockholders may sell their shares until our common stock is quoted on the NASDAQ Capital Market, at which time the shares may be sold at prevailing market prices or privately negotiated prices. The selling stockholders purchased their shares at $3.00 per common share.
 
(5)  
Represents the maximum number of warrants to purchase the Registrant’s common stock to be issued to the underwriter in connection with the public offering.
 
(6)  
In accordance with Rule 457(g), under the Securities Act, because the shares to the Registrant’s common stock underlying underwriter’s warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby.
 
(7)  
Represents the maximum number of shares of the Registrant’s common stock issuable upon exercise of the underwriter’s warrants.
 
(8)  
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based on the exercise price of $6.00 per share for the underwriter’s warrants.
 
(9)
$904.13 was previously paid.
 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
 
 
 
EXPLANATORY NOTE

 
This Registration Statement contains two prospectuses as set forth below:
 
·
Public Offering Prospectus. A prospectus to be used for the public offering by the Registrant of up to 1,400,000 shares at $5.00 per common share, of the Registrant’s common stock on a best-efforts, minimum/maximum basis through the underwriter named on the cover page of the prospectus (the “Public Offering Prospectus”). We are also registering the warrants and shares of common stock underlying the warrants to be received by the underwriter in this offering.
 
·
Resale Prospectus. A prospectus to be used for the resale by selling stockholders of up to 1,018,500 shares of the Registrant’s common stock (the “Resale Prospectus”).
 
The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:
 
·
they contain different outside and inside front covers;
·
they contain different Offering sections in the Prospectus Summary section beginning on page 47A;
·
they contain different Use of Proceeds sections on page 67A;
·
the Capitalization and Dilution sections are deleted from the Resale prospectus on page  67A;
·
a Selling Stockholder section is included in the Resale Prospectus beginning on page 47A;
·
the Underwriting section from the Public Offering Prospectus on page  56A is deleted from the Resale Prospectus and a Plan of Distribution is inserted in its place; and
·
the outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.
 
The Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.
 
 
 
Table of Contents
 
 
 
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
 
PRELIMINARY PROSPECTUS   
 Subject to completion, dated  February 1, 2011
 
 
 
Minimum Offering: 1,000,000 SHARES
Maximum Offering: 1,400,000 SHARES
 
GREEN SOLUTIONS CHINA, INC.
f/k/a CHINA GREEN, INC.
 
On October 25, 2010, our Board of Directors unanimously agreed to change our name to Green Solutions China, Inc. On October 25, 2010, a majority of the shareholders approved the name change. We filed a Definitive Information Statement on Schedule 14C with the SEC on November 15, 2010 and filed amended Articles of Incorporation with the state of Delaware on November 29, 2010 to effect the change.
 
COMMON STOCK
 
This is the initial public offering of our common stock. We are offering a minimum of 1,000,000 shares of our common stock (the “Minimum Amount”) and a maximum of 1,400,000 shares of our common stock (the “Maximum Amount”). Our common stock is not currently listed or quoted for trading on any national securities exchange or national quotation system. On August 13, 2010, we applied for the listing of our common stock on the NASDAQ Capital Market under the symbol “CHGN.”  
 
This registration statement includes two separate and distinct prospectuses. In the first prospectus, we are offering and selling up to 1,400,000 shares of our common stock. The public offering price of our common stock will be $5.00 per share. The offering price was determined through negotiations between us and the underwriter which is fully discussed in the section titled “Underwriting, Pricing of this Offering” on page 42. The second prospectus relates to the resale by existing holders of our securities of up to 1,018,500 shares of our common stock. The existing holders obtained their shares through a private offering whereby the shares were offered at $3.00 per share. The expected $2.00 increase in value is to account for the intrinsic value inherent in being a publicly traded company evidenced by the increase in the Company’s liquidity. It is possible for new investors to purchase our common shares at a price lower than $5.00 per share if they are able to purchase such shares from an existing holder whose shares were issued at $3.00 per common share.
 
Once, and if, our shares of common stock are quoted on the NASDAQ and there is an established market for these shares, the selling shareholders may sell the shares from time to time at market price prevailing on the NASDAQ at the time of offer and sale, or at prices related to such prevailing market prices or in negotiated transactions or a combination of such methods of sale directly or through brokers.
                                                                                        
Investing in our common stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our common stock in “Risk Factors” beginning on page 8 of this prospectus.
 
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of anyone’s investment in these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
 
 
 
   
Per Share
   
Total Minimum
   
Total Maximum
Public offering price
 
$
5.00
   
$
5,000,000
   
$
7,000,000
 
Underwriting commissions (1)
 
$
0.325
   
$
325,000
 (2)
 
$
455,000
 (3)
Proceeds, before expenses, to China Green, Inc.
 
$
4.675
   
$
4,675,000
   
$
6,545,000
 
 
(1)  
The underwriter will receive compensation in addition to the commissions as set forth under “Underwriting.”
 
The underwriter is to receive, as compensation for services: (i) a cash payment of 3.5% of the proceeds raised in the offering; and (ii) a non-accountable expense allowance equal to 3.0% of the gross proceeds of this offering.
 
The underwriter is also entitled to warrants equal to 7% of the shares sold in this offering. If the Maximum Amount is sold in this offering, the underwriter would be entitled to 98,000 warrants and if the underwriter exercises these warrants in full, at an exercise price equal to $6.00, the total underwriting commissions attributable to the warrants will be $490,000.
 
(2)  
Assumes the underwriter will receive (i) a cash payment of 3.5% of the Minimum Amount raised in the offering equal to $175,000 plus (ii) a non-accountable expense allowance equal to 3.0% of the Minimum Amount of this offering equal to $150,000.
 
(3)  
Assumes the underwriter will receive (i) a cash payment of 3.5% of the Maximum Amount raised in the offering equal to $245,000 plus (ii) a non-accountable expense allowance equal to 3.0% of the Maximum Amount of this offering equal to $210,000.
 
Grandview Capital, Inc. is acting as our underwriter in this public offering on a best-efforts, minimum/maximum basis.   The underwriter is not required to sell any specific number or dollar amount of securities but will use their best efforts to sell the securities offered. The underwriter does not have an obligation to purchase any shares and as a result, we may not receive any proceeds from the offering. All funds received from subscribers will be deposited in a non-interest bearing escrow account (the “Escrow Account”). The minimum offering is 1,000,000 shares at $5.00 per share, totaling $5 million. The offering will expire, inclusive of any extensions upon the earlier of: (i) February 15, 2011; or (ii) the Maximum Amount is sold pursuant to this prospectus (the “Closing Date”). In the event that the Minimum Amount is not raised within the prescribed time period, all offering proceeds will be returned promptly without interest, penalty or deduction and we will be responsible for paying certain offering expenses.

 
GRANDVIEW CAPITAL, INC.
 
The date of this prospectus is February 1, 2011
 
 
 
 
GREEN SOLUTIONS CHINA, INC.
f/k/a CHINA GREEN, INC.
TABLE OF CONTENTS
 
 
Page
 
 
 1
 
 
 4
 
 
5
 
        Use of Proceeds
 
 16
 
        Dividend Policy
 
 16
 
 
 17
 
 
 17
 
        Dilution
 
 17
 
 
 18
 
        Description of Business
 
 31
 
        Management
 
 37
 
 
  41
 
 
 44
 
 
 44
 
 
  46
 
 
47
 
        Legal Matters
 
 52
 
        Experts
 
 52
 
 
  52
 
 
 52
 
 
 F-1
 
 
 II-1
 
        Signatures
 
 II-6
 
 
Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.
 
You should rely only on information contained in this prospectus. We have not, and the underwriter has not, authorized any other person to provide you with additional information or information different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate only as of the date on the front cover.
 
We obtained statistical data, market data and other industry data and forecasts used throughout this prospectus from publicly available information and industry publications. We believe that the statistical data, market data and other industry data and forecasts are reliable.
 
 
 
 
 
 
PROSPECTUS SUMMARY
 
This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our securities. You should read the entire prospectus, including “Risk Factors” and the consolidated financial statements and the related notes before making an investment decision. Our business involves significant risks. You should carefully consider the information under the heading “Risk Factors” beginning on page 8.
 
“We,” “us,” “our Company,” “our,” “Green Solutions” and the “Company” refers to the consolidated business of Green Solutions China, Inc. (formerly known as China Green, Inc.), a Delaware corporation, and its subsidiaries. We conduct our business through our wholly-owned subsidiaries, Glorious Pie Limited (“Glorious Pie”), a British Virgin Island corporation, and Earn Bright Development Limited (“Earn Bright”), a Hong Kong corporation.
 
China or “PRC” refers to the People’s Republic of China. “RMB” or “Renminbi” refers to the legal currency of China and “$” or “USD” refers to the legal currency of the United States.
 
Business Overview
 
Operating through Glorious Pie, our British Virgin Islands subsidiary incorporated on June 12, 2006, and Earn Bright, our Hong Kong operating subsidiary incorporated on December 17, 2008, we engage in providing eco-friendly project consulting services. On November 29, 2010, we filed amended Articles of Incorporation with the state of Delaware to change our name from China Green, Inc. to Green Solutions China, Inc. We are currently focused on the areas of eco-friendly property consulting and eco-friendly construction projects. Our services can be applied to development or reconstruction projects in social facilities, parks, outdoor public areas, corporate buildings, hotels, and  commercial and residential properties. Our mission is to create an eco-friendly environment that can benefit both humans and nature. We actively seek for opportunities to apply ecological engineering (eco-engineering) concepts, the integration of ecological and engineering applications, in design, monitoring and construction of ecosystems, to integrate human society with the natural environment. We advise our clients on overall project planning, selection and supervision of external consultants, and coordination of labor services and materials supplies. As such, we currently focus our business in two related business segments: (i) Greenery Construction Consulting, and (ii) Eco-friendly Property Consulting and Development. Our target clients include landscaping contractors and property owners or operators who seek to construct or develop eco-friendly establishments.
 
As an eco-friendly project consulting company, the key to our future growth and success will be our ability to procure more profitable projects and build upon our reputation. We are focused on deepening our existing relationships as well as,  building new relationships to expand our project channels. We integrate our understanding in the dynamics of the local industries with our financial capital to formulate strategic ways to procure new consulting and management services contracts. Our capability to build professional project teams, to provide quality advice, and execute project plans is important to us. We maintain a broad network of contacts of external consultants, labor service subcontractors and materials suppliers which serves as a platform for us to build project teams based on the required knowledge and expertise. We continue to identify and develop new relationships with different professionals and experts to optimize our platform.
 
Currently, our main source of revenue is generated through contracts in Greenery Construction Consulting with government landscaping contractors. We generate net income from the difference between the consulting fees paid to us by the government contractors and our total subcontracting costs. Our subcontracting costs are typically paid to subcontracted consultants, labor service subcontractors and materials suppliers.
 
We also generate revenues from three eco-friendly hotels in our Eco-friendly Property Consulting and Development segment. We have entered into separate revenue-sharing contracts with each of these hotels, which includes providing consulting services and investments of eco-friendly designs and practices for these hotels. We have invested in these properties by purchasing certain property, plant and equipment needed to convert the hotels into eco-friendly properties.  The nature of these investments is to introduce eco-friendly designs and changes to the hotels as well as improve the look and feel to attract or retain customers.  
 
Our Industry
 
With approximately one-quarter of the world’s population, the PRC is a major contributor to the carbon dioxide emissions which have been linked to global warming. Global warming has been proven to be the cause of many geographical changes that have negatively affected our world. As a result, many governments and activist groups are raising awareness about global warming and promoting conservation with regard to our environment.
 
According to the United Nations, China tops all other nations in carbon dioxide emissions in 2009 and would likely continue to become the biggest contributor to this problem in the foreseeable future. China’s annual carbon dioxide emission per capita has more than doubled from 2.2 tons to 5.7 tons between 1990 and 2008. Along with its global peers, China has become increasingly aware of environmental issues and its impact on the world. In its 5-Year plan for the years 2001 through 2005, the Chinese government included the target of green land as a percentage of total constructed area. For the Guangdong Province, where we carry out our greenery construction and green maintenance consulting businesses for those years, the green land target increased from 31% to 35% between 2005 and 2010. Furthermore, the Guangdong province is expected to add 283 square kilometers of plantation between 2009 and 2014, benefiting from the development plans of the PRC and Guangdong governments.
 
The eco-friendly industry is widely recognized by governmental and non-governmental sectors. Services that can be provided to customers are broad. We position ourselves as a full-service company within our industry.
 
 
 
 
 
 
 
 
Corporate Structure
 
Our corporate structure is illustrated as follows:
 
 
Our Services
 
Greenery Construction Consulting
 
Our Greenery Construction Consulting business has mainly been focused on large-scale outdoor PRC government projects such as public infrastructure and social facilities development; however we have been engaged to conduct private real estate development projects in the past. We develop budgetary plans for each project and arrange for and subcontract the necessary technical and labor services needed to execute our plan, including horticultural planning and design, concept applications, selection and provision of agriculture, performance targeting and benchmarking, plantation management and quality control.
 
We have developed strategic relationships with nine government landscaping contractors to procure landscaping construction projects from the government. Our management continuously communicates with the contractors to obtain up-to-date information regarding government projects. We perform preliminary screening on available opportunities and select projects for further investigation. We analyze these selected project opportunities with external consultants to develop preliminary project plans. Such external consultants involved in the planning stage would likely be retained by us upon being notified by our governmental subcontractors that they have been selected by the government to complete the project bid.  Our preliminary project plans generally include design concept illustrations, timing and schedules, labor and materials requirements and budget estimates. We are required to provide funding and preliminary project plans to the government landscaping contractors to enter into the government project bidding sessions to bid for the selected projects. We are not required to engage any subcontractors until the government landscaping contractors confirm that they have successfully bid on the rights to run the project for the government. We enter into project consulting contracts with the government landscaping contractors once a successful bid is confirmed and subsequently engage a team of external consultants and labor service subcontractors to execute the project. Since the inception of our business in June 2006, we have developed solid relationships with a broad network of government landscaping contractors, external consultants, labor service subcontractors and materials suppliers. Prior to inception of every project, we conduct in-depth meetings with external consultants and subcontractors to ensure thorough understanding of all project details and requirements. Upon entering into contracts, we serve as a lia i son between the governmental contractors, the external consultants, and the labor service subcontractors through to completion of the projects. Upon completion, we conduct thorough reviews with our clients to ensure client satisfaction. We have adopted the straight-line method of accounting. As such, we account for all of the expenses we can reasonably estimate and expect to incur on each project at the project’s inception. As actual expenses are incurred, corresponding revenue is ratably recognized. Our agreements are governed by the laws of Hong Kong or Macau.
  
We have managed many notable public and private landscaping projects in Dongguan, Guangdong Province, China’s third largest exporting city and one of the fastest growing regions in China. Such projects include Dongguan’s Songshan Lakes Science & Technology Industrial Park, a province-level development zone for new and high-tech industries. Our services have been extended to other locations in the Guangdong province, such as Guangzhou city.
 
Greenery Maintenance Consulting
 
During the first quarter of our current fiscal year, management elected to focus company resources on growing the Greenery Construction Consulting and Eco-friendly Property Consulting and Development business segments but devoted no resources to the operations of the Greenery Maintenance Consulting business segment since profit margins were not expected to be as high as those expected to be generated in the other business segments. Management continues to look for profitable opportunities within the Greenery Maintenance Consulting business and may pursue such additional opportunities during the fiscal year ending June 30, 2011, at a time when the Company expects margins to improve.
 
In the past, we have offered greenery maintenance consulting services to the same group of government contractors for greenery construction consulting as for greenery maintenance projects. We have worked with external consultants to conduct site reviews and develop maintenance plans with our clients who outline all assessment criteria and performance targets. The external consultant acted as the site supervisor and we selected subcontractors to execute the maintenance work. We engaged subcontractors to conduct periodic performance and quality assessments to ensure the sites are maintained appropriately. The maintenance plans typically included soil quality analysis and renovation, root evaluation, plantation disease and strength analysis, pruning, pest control, weed control, floral treatments, earth surface treatment and restoration, maintenance and reconstruction of structural elements. In addition to working with subcontractors who performed maintenance on existing elements, our management worked with external consultants who recommended structural upgrades and development ideas to our clients.
 
 
 
 
 
 
 
Eco-friendly Property Consulting and Development
 
Our Eco-friendly Property Consulting and Development business, also known as “ECHOO,” an acronym for eco-hospitality operations, applies eco-engineering concepts to real property and manages the subcontracted labor necessary for the renovations needed to become more eco-friendly.  Our current customer base for this business segment is three hotels. We entered into two separate seven-year revenue sharing agreements with two hotels in 2006 and one seven-year revenue sharing agreement with another hotel in 2010. All three hotels are owned by Mr. Qing Chen Dai, uncle of Mr. Chi Yip Tai, our President and CEO. Our consulting services generally include site assessment, energy optimization analysis, resource efficiency planning, material selection and equipment installation. We outsource the labor necessary to institute our consulting recommendations. In return, we enter into fixed-term revenue-sharing agreements with the hotel owners to receive a portion of the hotel’s future monthly revenue or a guaranteed minimum monthly amount as consulting fees in exchange for our services provided. We believe this business arrangement benefits both, our Company and the hotels. The hotels may benefit from an increase in revenue as a result of being an eco-friendly hotel.
 
Corporate Information
 
Our executive office is located at Room 3601, The Centre, 99 Queen’s Road, Central, Hong Kong.
 
In addition, we also have a correspondence office located at 271 Zhen An Zhong Road, Chang An District, Dongguan City, Guangdong, People’s Republic of China.
 
Recent Events
 
Name Change

 
On October 25, 2010, our Board of Directors unanimously agreed to change our name to Green Solutions China, Inc. On October 25, 2010, a majority of the shareholders approved the name change. We filed a Definitive Information Statement on Schedule 14C with the SEC on November 15, 2010 and filed amended Articles of Incorporation with the state of Delaware on November 29, 2010 to effect the change.
 
Reverse Stock Split
 
On March 10, 2010, our board of directors and our majority stockholders approved a 1 for 2 reverse stock split of all of our issued and outstanding common stock (the “Reverse Stock Split”). On March 29, 2010, we filed an information statement on Schedule 14C to notify our stockholders of the Reverse Stock Split. On May 3, 2010, the Reverse Stock Split became effective on the 20th day following the mailing of the information statement on Schedule 14C.
 
Share Exchange
 
On August 13, 2009, we entered into a share exchange agreement with Glorious Pie and Mr. Chi Yip Tai, the sole shareholder of Glorious Pie. Pursuant to the share exchange agreement, we agreed to issue an aggregate of 5,177,500 shares of our common stock to Mr. Tai in exchange for all of the issued and outstanding shares of Glorious Pie. As a result of the share exchange, Glorious Pie became our wholly-owned subsidiary.
 
A copy of the share exchange agreement is attached hereto as Exhibit 2.1.
 
Regulation S Private Placement
 
In connection with the closing of the Share Exchange, on August 13, 2009, we completed a private placement in which we issued a total of 166,000 shares of our common stock to 296 investors in reliance upon the exemption provided by Regulation S under the Securities Act.  As a result, we received gross proceeds of $480,000 which was used as working capital for general corporate purposes.
 
The subscription agreement in connection with the private placement was attached as Exhibit 10.1 to our current report on Form 8-K filed with the SEC on August 14, 2009 and is incorporated herein by reference.
 
Dual Prospectuses In This Registration Statement
 
This Registration Statement includes two separate and distinct prospectuses. In the first prospectus, we are offering and selling up to 1,400,000 shares of our common stock (the “Maximum Amount”). We expect the public offering price of our common stock will be $5.00 per share. The offering price was determined through negotiations between us and the underwriter which is fully discussed in the section titled “Underwriting, Pricing of this Offering” on page 42. The second prospectus relates to the resale by existing holders of our securities of up to 1,018,500 shares of our common stock, par value $0.00001. The existing holders obtained their shares through a private offering whereby the shares were offered at $3.00 per share. The expected $2.00 increase in value is to account for the intrinsic value inherent in being a publicly traded company evidenced by the increase in the Company’s liquidity. It is possible for new investors to purchase our common shares at a price lower than $5.00 per share if they are able to purchase such shares from an existing holder whose shares were issued at $3.00 per common share.
 
Risks
 
Our business is subject to a number of risks, which you should be aware of before you making an investment decision. These risks are more fully discussed in “Risk Factors” on page 5 .
 
 
 
 
 
 
 
 
 
 
 
Size of Offering
This offering is being done on a best-efforts, minimum/maximum basis.  The Minimum Amount of shares being sold in this offering is 1,000,000 shares of common stock and the Maximum Amount of shares being sold in this offering is 1,400,000 shares of common stock. All of the funds received in payment for the shares of common stock sold in this offering will be wired to a non-interest bearing escrow account established for the protection of the investors pending our receipt of the Minimum Amount.
 
       
 
Common stock offered
Minimum: 1,000,000 Shares
Maximum: 1,400,000 Shares
 
       
 
Common stock outstanding before this offering
6,514,750 Shares
 
       
 
Common stock outstanding after the offering
Minimum: 7,514,750 Shares
Maximum: 7,914,750 Shares (1)
 
       
 
Gross Proceeds
Minimum:  $5,000,000
Maximum:  $7,000,000
 
       
 
Marketing
The underwriter will market this initial public offering on a best efforts basis, minimum/maximum.
 
       
 
Offering price 
$5.00 per share
 
       
 
Use of proceeds
We intend to use the net proceeds of this offering (after deducting estimated underwriting commissions and estimated offering expenses payable by us) as working capital for our Greenery Construction and Maintenance Consulting businesses, as well as our Eco-friendly Property Consulting and Development business. See “Use of Proceeds” on page 14 for more information on the use of proceeds.
 
       
 
Dividend Policy
We currently plan to retain our earnings to finance the development of our business and for general corporate purposes. We do not anticipate paying any cash dividends in the foreseeable future.
 
       
 
Risk factors
Investing in these securities involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 8.
 
       
 
Proposed NASDAQ symbol 
“CHGN.” We have applied to list our common stock on the NASDAQ Capital Market, but no assurances can be given that our application will be approved.
 
       
 
Closing of Offering
The offering contemplated by this prospectus will expire, inclusive of any extensions, upon the earlier of: (i) February 15, 2011; or (ii) the Maximum Amount is sold.
 
       
 
(1)   Excludes up to 98,000 shares of common stock underlying the warrants to be received by the underwriter in this offering.  
 
     
  
 
 
RISK FACTORS
 
We are subject to various risks that may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this prospectus before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.
 
Risks Related to Our Business
 
OUR LIMITED OPERATING HISTORY MAY NOT SERVE AS AN ADEQUATE BASIS TO JUDGE OUR FUTURE PROSPECTS AND RESULTS OF OPERATIONS.
 
We have limited operating history. Our limited operating history may not provide a meaningful basis on which to evaluate our business, including our ability to develop a wide customer base, increase our revenues, expand our operations to include additional services and control raw material costs, all of which are critical to our success. We cannot assure you that we will maintain our profitability or that we will not incur net losses in the future. We expect that our operating expenses will increase as we expand.
 
We may encounter unanticipated problems, expenses and delays in developing and marketing our services. We may not be able to successfully address these risks. If we are unable to address these risks, our business may not grow, our stock price may suffer, and we may be unable to stay in business.
 
WE DEPEND ON GOVERNMENT SUBCONTRACTS FOR A SIGNIFICANT PORTION OF OUR REVENUES. OUR INABILITY TO WIN OR RENEW GOVERNMENT SUBCONTRACTS DURING PROCUREMENT CYCLES COULD SIGNIFICANTLY REDUCE OUR PROFITS.
 
We primarily obtain our Greenery Construction services projects from nine government prime contractors and subcontractors which we have signed master agreements with. Each of these contracts is material to us. Our Greenery Construction Consulting business segment accounts for 64% of our total revenue during fiscal year ended June 30, 2010. The percentage of our revenue from government projects within our Greenery Construction Consulting business segment is 100%, 91%, 100%, and 100% for the fiscal years ended June 30, 2007, 2008, 2009, and 2010, respectively. An inability to win or renew government subcontracts would adversely affect our operations and significantly reduce profits. Some government subcontracts are awarded to multiple competitors, causing increased competition and downward pricing pressure. This may lead to increased pressure to control costs. If we cannot reduce or control costs on these contracts, losses may occur.
 
AS A SUBCONTRACTOR OF GOVERNMENT CONTRACTORS, WE ARE SUBJECT TO A NUMBER OF PROCUREMENT LAWS AND REGULATIONS, ANY VIOLATION OF THESE LAWS COULD RESULT IN ECONOMIC HARM TO OUR OPERATIONS.
 
As we have entered into contracts with other PRC companies in relation to procurement and administration of government contracts, we have to fully comply with the PRC Contract Law. The PRC Contract Law addresses issues in relation to the establishment, effectiveness, and implementation of contracts. However, the Supreme People's Court of the PRC has given new interpretations of the Contract Law in the past (such as the new interpretation on April 24, 2009), such that some provisions of the PRC Contract Law bear a different meaning. In the future, there may be other new interpretations of the Contract Law by the Supreme People's Court of the PRC, which may be favorable or unfavorable to foreign companies like us. Moreover, the term “foreign company” is often not mentioned in the PRC laws. It is unclear as to what foreign companies like us should do to comply with the laws in the PRC. If the PRC applies protectionism on local companies, it may interpret or clarify those laws and regulations against foreign companies. As a result, we may be required to incur additional operating and legal expenses in China associated with labor and contracting costs. The effect on our business will be a decrease in the Company’s profit margins and growth.
 
 
5

 
 
WE RELY UPON SEVERAL MAJOR CUSTOMERS; THE LOSS OF ANY OF THE MAIN CUSTOMERS WILL ADVERSELY AFFECT OUR BUSINESS PERFORMANCE.
 
Service income generated in our Greenery Maintenance and Greenery Construction Consulting projects account for approximately 75% of our revenues, all of which is attributable to government contracts. We primarily obtain our Greenery Maintenance and Greenery Construction Consulting projects from nine government prime contractors and subcontractors. For the fiscal year ended June 30, 2010, our top three Greenery Construction Consulting customers are Fu Jian Heng Li Construction Group Limited, Dongguan Garden Project Co. and Zhe Jiang Hong Xin Garden Art Limited, which have accounted for 24.63%, 19.72%, and 14.02% of our overall revenue, respectively. Although we have signed master agreements with them, there is no assurance that these agreements will not be breached or will be renewed upon termination. Loss of any of these contracts will adversely affect our business performance and profitability.
 
IF THE LAND USE RIGHTS OF OUR LANDLORD ARE REVOKED, WE WOULD BE FORCED TO RELOCATE OPERATIONS, WHICH COULD HAVE AN ADVERSE AFFECT ON OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
Under Chinese law, land is owned by the state or rural collective economic organizations. The state issues to the land users a land use right certificate. Land use rights shall not be revoked before the expiration of the period thereof. However, under special circumstances, land use rights can be revoked and land users forced to vacate when redevelopment of the land is in the public interest, provided that corresponding compensation is given to the land users. We do not have any land use rights to the real properties we invest in and service. Currently, we have three revenue sharing agreements with hotels. The holder of the land use rights to each of these hotels is Qing Chou Dai. Qing Chou Dai is the uncle of Chi Yip Tai, our President and CEO. The loss of such rights would result in the loss of our investment, as the property would no longer be able to generate the revenues that we are entitled to pursuant to our revenue sharing agreements. This would have a material adverse effect on our financial condition and results of operations.
 
OUR ECO-FRIENDLY PROPERTY CONSULTING AND DEVELOPMENT BUSINESS SEGMENT RELIES UPON ONE MAJOR CUSTOMER FOR 100% OF ITS REVENUE, ACCOUNTING FOR APPROXIMATELY 25% OF OUR OVERALL REVENUE. THE LOSS OF THIS CUSTOMER WILL ADVERSELY AFFECT OUR BUSINESS PERFORMANCE.
 
Currently, we have three revenue sharing agreements with hotels. The holder of the land use rights to each of these hotels is Qing Chou Dai. Qing Chou Dai is the uncle of Chi Yip Tai, our President and CEO. We cannot be sure this relationship will continue on terms favorable to us, or at all. If our relationship with Mr. Qing Chou Dai is terminated or impaired for any reason, it could result in a loss of income to us. As such, we are currently negotiating revenue sharing agreements with various non-related party land use owners of other hotels.
 
CHANGES IN GOVERNMENTAL POLICIES COULD REDUCE DEMAND FOR OUR SERVICES.
 
Although we have gradually extended our services to private sectors, approximately 64% of our overall revenue, or 100% of our Greenery Construction business segment for the period ending September 30, 2010, was comprised of government contracts. Such contracts are subject to governmental policies and are supported from the local government of Guangdong province in the PRC. Any changes in governmental policies regarding funding or enforcement would have an adverse impact on our revenues. Also, reduced spending by governments in landscaping projects may raise competition within our industry, which may directly affect our future revenue and profits.
 
 
WE MAY NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS AND MAY ENCOUNTER UNFORSEEN COSTS; WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT CAPITAL AND MAY BE FORCED TO LIMIT THE SCOPE OF OUR OPERATIONS.
 
In connection with our growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including: (i) profitability; (ii) business strategy development; and (iii) the amount of capital expenditures, including acquisitions. We cannot assure you that we will be able to obtain capital in the future to meet our needs.
 
If we cannot obtain additional funding, we may be required to: (i) limit our marketing efforts and (ii) decrease or eliminate capital expenditures. Such reductions could materially adversely affect our business and our ability to compete.
 
Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our common stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.
 
WE MAY ENCOUNTER INCREASING COMPETITION IN THE FUTURE.
 
Although eco-friendly property consulting and development is a new market in China with relatively few competitors, after our business model was implemented, new competitors entered into the market. Our management believes that additional companies will continue to enter into this market. As a result, we may encounter increasing competition in the future.
 
OUR CURRENT BUSINESS OPERATIONS RELY HEAVILY UPON OUR KEY EMPLOYEES, MR. CHI YIP TAI AND MR. WEI GUO WANG.
 
We have been heavily dependent upon the expertise and management of Mr. Chi Yip Tai, our Chief Executive Officer, and Mr. Wei Guo Wang, our Chief Financial Officer, and our future performance will depend upon their continued services. The loss of the services of Mr. Tai or Mr. Wang’s services could have a negative impact on our business operations. To mitigate this risk, we have entered into written employment agreements with Messer Tai and Wang, pursuant to which Messer Tai and Wang agree to serve as our Chief Executive Officer and Chief Financial Officer, respectively, commencing on June 7, 2010 and expiring on December 31, 2010.
 
OUR FUTURE GROWTH MAY REQUIRE RECRUITMMENT OF ADDITIONAL QUALIFIED EMPLOYEES.
 
In the event of our future growth in administration, marketing, and customer service, we may have to increase the depth and experience of our management team by adding new members. Our future success will depend to a large degree upon the active participation of our key officers and employees. There is no assurance that we will be able to employ qualified persons on acceptable terms. Lack of qualified employees may adversely affect our business development.
 
WE MAY INCUR SIGNIFICANT COSTS AS A RESULT OF BEING A PUBLIC COMPANY AND REMAINING IN COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS. WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.
 
We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.
 
THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.
 
Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting.  Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.
 
 
IF WE FAIL TO IMPLEMENT A REMEDIATION PLAN TO CURE OUR LACK OF INTERNAL CONTROLS OVER OUR FINANCIAL REPORTING, WE MAY LOSE CREDABILITY WITH INVESTORS AND THE MARKET PRICE OF OUR COMMON STOCK MAY BE ADVERSELY IMPACTED.
 
As directed by Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the Securities and Exchange Commission adopted rules requiring public companies to include a report of management on the company’s internal controls over financial reporting in their annual reports, including Form 10-K. Management has concluded that our internal controls over our financial reporting are not effective as of June 30, 2010, as disclosed in Item 9A(T) of our Form 10-K filed on October 13, 2010.  Specifically, there was a lack of internal audit functions as well as  material weaknesses in the process related to the evaluation of certain equity based transactions and the accounting treatment for these non-frequent transactions . In the event that we cannot implement a remediation plan in a timely manner, investors and others may lose confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our stock.
 
FAILURE TO COMPLY WITH THE U.S. FOREIGN CORRUPT PRACTICES ACT AND CHINESE ANTI-CORRUPTION LAWS COULD SUBJECT US TO PENALTIES AND OTHER ADVERSE CONSEQUENCES.
 
Our executive officers, employees and other agents are subject to applicable laws in connection with the marketing or sale of our products, including China’s anti-corruption laws and the U.S. Foreign Corrupt Practices Act, or the FCPA, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business.  In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls.  Foreign companies, including some that may compete with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us. The PRC also strictly prohibits bribery of government officials.  
 
While we intend to implement measures to ensure compliance with the FCPA and Chinese anti-corruption laws by all individuals involved with our company, our employees or other agents may engage in such conduct for which we might be held responsible.  If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.  In addition, our brand and reputation, our sales activities or the price of our common stock could be adversely affected if we become the target of any negative publicity as a result of actions taken by our employees or other agents.
 
WE ARE EXPOSED TO CREDIT RISK FROM CONTRACT RECEIVABLES.
 
Contract receivables are subject to credit evaluations. As we are getting more new customers and offering credit terms, we believe that cash flow and controlling bad debt and late payment become more and more important. Different levels of credit periods and credit limits are granted to different customers according to their size, financial position, business position and payment history, among other factors, in order to offer the right credit terms to our customers to enhance competitiveness yet manage the risk. We have not recorded any bad debt since inception.
 
Risks Related to Doing Business in China
 
SUBSTANTIALLY ALL OF OUR REVENUE WILL BE DERIVED FROM OUR SERVICES PROVIDED TO PRC INDIVIDUALS AND ENTITIES, SUBJECTING OUR BUSINESS, OPERATIONS AND PROSPECTS TO THE ECONOMIC, POLITICAL AND LEGAL POLICIES, DEVELOPMENTS AND CONDITIONS IN CHINA.
 
The PRC’s economic, political and social conditions, as well as government policies, could impair our business.  The PRC economy differs from the economies of most developed countries in many respects.   There is no assurance that China’s gross domestic product (“GDP”) will continue to grow in the future. If, in the future, China’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could impair our ability to remain profitable.  The PRC’s economic growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may have a negative effect on us.  For example, our financial condition and results of operations may be hindered by PRC government control over capital investments or changes in tax regulations.
 
RISKS RELATED TO INTERPRETATION OF CHINESE LAWS AND REGULATIONS WHICH INVOLVE SIGNIFICANT UNCERTAINTIES
 
China’s legal system is based on written statutes and their interpretation by the Supreme People’s Court. Prior court decisions may be cited for reference but have limited value as precedents. Since 1979, the Chinese government has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, these laws and regulations are relatively new, and because of the limited volume of published cases and judicial interpretation and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. Although neither we nor any of our subsidiaries is incorporated in China, or maintains any operating assets in PRC , as the Chinese legal system develops, we cannot assure that changes in such laws and regulations, and their interpretation or their enforcement will not have a material adverse effect on our business operations.
 
FLUCTUATIONS IN THE EXCHANGE RATE COULD HAVE AN ADVERSE EFFECT UPON OUR BUSINESS AND REPORTED FINANCIAL RESULTS
 
We conduct our business in Renminbi, thus our functional currency is the Renminbi, while our reporting currency is the U.S. dollar.  The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, the political situation as well as economic policies and conditions. On July 21, 2005, the PRC government changed its decade old policy of pegging its currency to the U.S. currency. Under that policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximate 21% appreciation of the Renminbi against the USD between 2005 and 2008. However, the PRC government decided to repeg the Renminbi to USDs in response to the financial crisis in 2008.  On June 19, 2010, China ended the peg of Renminbi to the USD which allowed a greater flexibility of its exchange rate.  There remains significant international pressure on the appreciation of the Renminbi against the USD.  To the extent any of our future revenues are denominated in currencies other than the USD, we would be subject to increased risks relating to foreign currency exchange rate fluctuations which could have a material adverse affect on our financial condition and operating results since operating results are reported in USDs and significant changes in the exchange rate could materially impact our reported earnings.
 
 
A SLOWDOWN OR OTHER ADVERSE DEVELOPMENTS IN THE CHINESE ECONOMY MAY MATERIALLY AND ADVERSELY AFFECT OUR CUSTOMERS’ DEMAND FOR OUR SERVICES AND OUR BUSINESS.
 
All of our revenues are generated from our services provided to PRC individuals and business entities. Although the Chinese economy has grown significantly in recent years, such growth may not continue. We do not know how sensitive we are to a slowdown in economic growth or other adverse changes in Chinese economy which may affect demand for precision steel products.  A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in China may materially reduce the demand for our services and in turn reduce our results of operations.
 
OUR BUSINESS IS SUBJECT TO WEATHER CONDITIONS, NATURAL DISASTERS AND OTHER CONDITIONS BEYOND OUR CONTROL WHICH COULD AFFECT OUR REVENUE, GROSS MARGINS AND NET INCOME.
 
Severe weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes, plant disease or other pestilence, which are difficult to anticipate and cannot be controlled by us, may affect ability of our subcontractors to complete the work on a timely basis and otherwise disrupt our operations or cause us to redo any work that has been damaged.  If our subcontractors are forced to work longer hours to complete or correct work that has already been done, this could adversely affect our business, financial condition and results of operations. We have no intention to provide protection against any additional costs that could result from such natural disasters.
 
THE IMPLEMENTATION OF THE NEW PRC EMPLOYMENT CONTRACT LAW AND INCREASES IN THE LABOR COSTS IN CHINA MAY HURT OUR BUSINESS AND PROFITABILITY.
 
The 2008 PRC Employment Contract Law became effective in China on January 1, 2008, imposing more stringent requirements on employers in relation to entry into fixed-term employment contracts, recruitment of temporary employees and dismissal of employees. In addition, under the newly promulgated Regulations on Paid Annual Leave for Employees, which also became effective on January 1, 2008, employees who have worked continuously for more than one year are entitled to paid vacation ranging from 5 to 15 days, depending on the length of the employee’s service. Employees who waive such vacation entitlements at the request of the employer will be compensated for three times their normal daily salaries for each vacation day so waived. As a result of the new law and regulations, our labor costs may increase. There is no assurance that disputes, work stoppages or strikes will not arise in the future. Increases in the labor costs or future disputes with our employees could damage our business, financial condition or operating results. Although we do not directly hire any employees in PRC, we pay for the labor costs incurred by our PRC subcontractors in onsite project construction. As a result, increases in the labor costs in China will increase our cost of revenues and therefore hurt our profitability.
 
IT MAY BE DIFFICULT TO AFFECT SERVICE OF PROCESS AND ENFORCEMENT OF LEGAL JUDGMENTS UPON OUR COMPANY AND OUR OFFICERS AND DIRECTORS BECAUSE THEY RESIDE OUTSIDE THE UNITED STATES.
 
As our operations are presently based in Hong Kong and all of our officers and directors reside in Hong Kong or PRC, service of process on our company and such directors and officers may be difficult to effect within the United States. Also, our main assets are located in Hong Kong and any judgment obtained in the United States against us may not be enforceable outside the United States.
 
LABOR DISRUPTIONS WITH OUR SUBCONTRACTORS MAY ADVERSELY AFFECT OUR BUSINESS.
 
Our business depends on our ability to subcontract work to subcontractors located in the People’s Republic of China.  As a result, we rely on the services provided by these subcontractors to provide supplies and services to our customers.  If our subcontractors decide to strike or if there is a labor dispute, it could result in a disruption which would result in work slowdowns, lockouts, strikes or other disruptions, and could have an adverse effect on our business, potentially resulting in us having to breach contracts with customers, or shortages and reduced net revenues and net income.
 
Risks Related To Our Capital Stock and this Offering
 
THERE IS NO ASSURANCE THAT WE WILL PAY ANY DIVIDENDS TO SHAREHOLDERS IN THE NEAR FUTURE, AND AS A RESULT, OUR INVESTORS’ SOLE SOURCE OF GAIN, IF ANY, WILL DEPEND ON CAPITAL APPRECIATION, IF ANY.
  
The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. Currently we plan to retain our earnings to finance the development of our business development and for general corporate purposes and do not anticipate paying any cash dividends in the foreseeable future.
 
As a result, investors should not rely on an investment in our securities if they require the investment to produce dividend income. Capital appreciation, if any, of our shares may be investors’ sole source of gain for the foreseeable future. Moreover, Investors may not be able to resell their shares of our common stock at or above the price they paid for them.
 
 
OUR CONTROLLING SECURITY HOLDER MAY TAKE ACTIONS THAT CONFLICT WITH YOUR INTERESTS.
 
As of the date of this prospectus, Mr. Tai beneficially owns approximately 79.47% of our capital stock with voting rights. Assuming the Maximum Amount of 1,400,000 shares are sold in this offering, Mr. Tai will beneficially own 68.9% of our capital stock. In this case, Mr. Tai will be able to exercise control over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions, and they will have significant control over our management and policies. The directors elected by our controlling security holder will be able to significantly influence decisions affecting our capital structure. This control may have the effect of delaying or preventing changes in control or changes in management, or limiting the ability of our other security holders to approve transactions that they may deem to be in their best interest. For example, our controlling security holder will be able to control the sale or other disposition of our operating businesses and subsidiaries to another entity.
 
SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK, AS THE FUTURE SALE OF A SUBSTANTIAL AMOUNT OF OUTSTANDING STOCK IN THE PUBLIC MARKETPLACE COULD REDUCE THE PRICE OF OUR COMMON STOCK.
 
Assuming the Maximum Amount of 1,400,000 shares is sold in this public offering, we will have outstanding an aggregate of 7,914,750 shares of common stock. Of the outstanding shares of common stock as of the completion of this offering, the 1,400,000 shares sold in this offering and the 1,018,500 shares registered for resale under the Resale Prospectus will be freely tradeable without restriction or further registration under the Securities Act, except that any shares purchased by our “affiliates,” as the term is defined in Rule 144 of the Securities Act, may generally only be sold in compliance with the limitations of Rule 144. Shares eligible for future sale may adversely affect the market price of our common stock as the future sale of a substantial amount of outstanding stock in the public marketplace could reduce the price of our common stock.
 
The sale of shares covered by the resale registration statement were sold to those selling shareholders at $3.00 per share.  This may have the effect of reducing the value of our stock below the $5.00 per share being offered in this offering because the selling shareholders that purchased stock at $3.00 per share may be willing to sell the shares at a price less than $5.00 per share and still be able to make a profit on their investment.
 
YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST DUE TO FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND PREFERRED STOCK.
 
If the market provides favorable expansion opportunities to our business, we may pursue substantial business expansion, and may need to obtain financing through issuance of our authorized but previously unissued equity securities, which will result in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 600,000,000 shares of capital stock consisting of 500,000,000 shares of common stock, par value $0.00001 per share, and 100,000,000 shares of “blank check” preferred stock, par value $0.00001 per share.
 
We may issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock are being offering in this registration statement.
 
OUR COMMON STOCK MAY BE CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
 
If our common stock becomes tradable in a secondary market, we will be subject to the penny stock rules adopted by the SEC that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.
 
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). 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 that provides information about penny stocks and the 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 broker-dealer must also 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 requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
  
THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.
 
There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no any assurance that an application for listing will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
 
 
INVESTORS RISK OF LOSS OF USE OF FUNDS ALLOCATED FOR PURCHASERS, WITH NO RIGHT OF RETURN, DURING THE OFFERING PERIOD.
 
We cannot assure you that all or any shares will be sold.  Our underwriter is offering our shares on a best efforts, minimum-maximum basis.  We have no firm commitment from anyone to purchase all or any of the shares offered.  If offers to purchase a minimum of 1,000,000 shares are not received on or before thirty days following the effectiveness of this Registration Statement (subject to extension), escrow provisions require that all funds received be promptly refunded.  If refunded, investors will receive no interest on their funds.  During the offering period, investors will not have use or right to return of the funds.  None of our officers, directors or affiliates may purchase shares in this offering.
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
The information contained in this prospectus, including in the documents incorporated by reference into this prospectus, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our Company and management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the offering on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
 
The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
 
The forward-looking statements contained in this prospectus will be mainly related to the following principal points:
 
·  
Our ability to maintain and increase revenues and margins of our services;
 
·  
The ability of our sub-contractors to obtain government and private sector contracts;
 
·  
The ability of our eco-friendly hotel operators to maintain and increase hotel revenues;
 
·  
Market acceptance of green hotels;
 
·  
Global and local awareness of environmental issues;
 
·  
Our strategic investments and acquisitions;
 
·  
Compliance and changes in the laws of the People’s Republic of China (“PRC”) that affect our operations;
 
·  
Our ability to renew existing contracts and enter into new contracts with contractors;
 
·  
Our ability to identify and provide consulting services to other hotels;
 
·  
Vulnerability of our business to general economic downturn, especially in the PRC; and
 
·  
The other factors referenced in this Registration Statement, including, without limitation, under the sections entitled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Description of Business.”
 
 
11

 
 
USE OF PROCEEDS
 
The net proceeds, after deducting the estimated underwriting commissions and fees, are estimated to be approximately $4,675,000 if the Minimum Amount is sold and $6,545,000 if the Maximum Amount offered hereunder is sold.  However, there is no assurance that any proceeds will be raised. In the event that we fail to raise the Minimum Amount within the prescribed time period, all offering proceeds will be returned promptly without interest, penalty, or deduction and we will be responsible for paying certain offering expenses. Our officers and directors are permitted to participate in this offering without any purchasing limitations imposed. In the event that we are not able to obtain the Minimum Amount, our officers and directors may choose, but are not obligated to, participate in the offering. Any shares purchased by members of our management, board, or other affiliates will enter into lock-up agreements requiring them to hold the shares for a period of three months after the closing of public offering hereunder.

The net proceeds from this offering will be used to finance the capital expenditure for our business expansion. We currently intend to use the net proceeds as follows, in the event that the Minimum Amount offered is sold and in the event that the Maximum Amount is offered and sold:
 
ALL NUMBERS SET FORTH IN THE FOLLOWING TABLE ARE ESTIMATED
 
   
Minimum Amount Sold
   
Maximum Amount Sold
 
Gross Proceeds Sold in Offering
 
$
5,000,000
 (1)  
$
7,000,000
 (2)
Underwriting Commissions and non-accountable expense allowance
   
325,000
 (3)    
455,000
 (3)
Estimated offering expenses
   
288,473
     
288,473
 
Labor costs, training and research & development in connection with expanding our Eco-friendly Property Consulting and Development services
   
3,037,864
     
4,328,112
 
Labor services and contract procurements in connection with expanding our Greenery Construction Consulting services
   
1,123,886
     
1,596,593
 
Marketing and public relations to promote our “ECHOO” brand name
   
224,777
     
331,822
 
 
(1)
Assumes the underwriter will receive (i) a cash payment of 3.5% of the Minimum Amount raised in the offering equal to $175,000 plus (ii) a non-accountable expense allowance equal to 3.0% of the Minimum Amount of this offering equal to $150,000. Our officers and directors will not be compensated for any funds received from investors sourced by them.
 
(2)
Assumes the underwriter will receive (i) a cash payment of 3.5% of the Maximum Amount raised in the offering equal to $245,000 plus (ii) a non-accountable expense allowance equal to 3.0% of the Maximum Amount of this offering equal to $210,000. Our officers and directors will not be compensated for any funds received from investors sourced by them.
 
(3) Comprised of fixed costs such as legal fees filing fees, and variable costs such as transfer agent fees, audit fees, SEC Registration Fees, blue sky filing fees and Edgar Agent filing fees.
 
We are relying on Rule 3a4-1 with regard to our officers or directors who will not be compensated for any investor funds sourced by them. Our reliance is based upon complying with the requirements set forth in Rule 3a4-1 since: (1) none of our officers or directors are subject to a statutory disqualification as defined in section 3(a)(39) of the Act, at the time of participation; and (2) none of our officers or directors will receive compensation in connection with his participation in the offering; and (3) none of our officers or directors is an associated person of a broker or dealer; and (4) our officers and directors meet the following conditions as provided in Rule 3a4-1(a)(4)(ii): (A) our officers and directors will perform substantial duties on behalf of the Company which will not be in connection with transactions in securities; and (B) none of our officers or directors is a broker or dealer; and (C) none of our officers or directors will participate in selling an offering of securities for any issuer more than once every 12 months.
 
While we intend to use the net proceeds of this offering substantially in the manner set forth above, we reserve the right to reassess and reassign such use if, in the judgment of our board of directors, such changes are necessary or advisable. Such reallocation of use of the net proceeds would be to dedicate some of the funds we have allocated to expanding our Eco-friendly Property Consulting services to labor services and contract procurements in connection with expanding our Greenery Construction Consulting services. Such reallocation would take place if our revenues attributable to our Greenery Construction Consulting business do not increase at a rate we currently anticipate. At this time, no such changes are foreseeable and we do not anticipate making any changes to the above use of proceeds.
 
At present, no changes are contemplated. Should there be any material changes in the above projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the material change.  The above amounts and priorities for the use of proceeds represent management's estimates based upon our current conditions.
 
DIVIDEND POLICY
 
We have declared and paid dividends in cash in the amount of $2,203,095, $1,460,240 and $2,958,887 for the fiscal years ended June 30, 2010, 2009 and 2008, respectively. Currently we plan to reserve our earnings to expand our business operations and for general corporate purposes and do not anticipate paying any cash dividends in the foreseeable future. This change in policy is in response to us becoming a publicly traded company and the accompanying duty we have to our shareholders to reinvest in and grow the Company. The decision whether to pay cash dividends on our common stock will be made by our board of directors, in its discretion, and will depend on our financial condition, operating results, capital requirements and other factors that the board of director considers significant.
 
 
 
CAPITALIZATION
 
The following table sets forth our cash and cash equivalents and capitalization on an actual basis as of September 30, 2010:

This table should be read in conjunction with our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated by reference in this prospectus supplement and the accompanying prospectus.
 
   
Actual at
September 30,
2010
 
Cash and cash equivalents
 
$
908,399
 
         
Shareholders’ Equity:
       
Preferred Stock, $0.00001 par value, 100,000,000 shares authorized, -0- shares issued and outstanding actual, and -0- shares issued and outstanding, as adjusted
       
Common Stock, $0.00001 par value, 500,000,000 shares authorized, 6,514,750 shares of common stock issued and outstanding actual; and 7,914,750 shares issued and outstanding, as adjusted
   
65
 
Additional paid-in capital
   
4,008,511
 
Accumulated other comprehensive income
   
1,161,419
 
Retained earnings
   
12,482,533
 
Total shareholders’ equity
   
17,652,528
 
 
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
There has never been a public trading market for our common stock and our shares of common stock are not currently listed or quoted for trading on any national securities exchange or national quotation system. On August 13, 2010, we applied for the listing of our common stock on the NASDAQ Capital Market. We received comments regarding our application on September 10, 2010. We submitted our responses to each of the comments issued by NASDAQ on October 26, 2010 and have responded to follow up queries from NASDAQ as they have arisen. We are currently awaiting a response from NASDAQ.
 
We intend to meet the requirements for the NASDAQ Capital Market initial listing standards as required by the Net Income Standard Listing Rules 5505(a) and 5505(b)(3). As of September 30, 2010, we had $17,652,528 in stockholder’s equity. As of June 30, 2010, our last fiscal year-end, our net income from continuing operations was $6,007,015. Upon the closing of this offering, we expect to have in excess of one million publicly held shares outstanding held, and the market value of our publicly held shares will exceed $5 million. At this time we do not have any market makers but will have at least three upon the closing of this offering. We are in compliance with NASDAQ’s requirements relating to Audit Committee, the Director Nominations Process, the Compensation of Officers, Board Composition, Executive Sessions, and Quorum and Code of Conduct.

There is no assurance that our NASDAQ application will be approved. In the event that our application is not approved, we will seek to have our common stock quoted on the OTCBB, or other national quotation system.
 
DILUTION
 
If you invest in our shares of common stock, your interest will be diluted immediately to the extent of the difference between the public offering price per share you will pay and the net tangible book value per share of common stock immediately after this offering.
 
Investors participating in this offering will incur immediate, substantial dilution. Our net tangible book value as of September 30, 2010 was approximately $17,652,528, or $2.71 per common share. Assuming the sale by us of 1,400,000 shares of common stock in this offering at an assumed public offering price of $5.00 per share and after deducting the estimated offering expenses, our adjusted net tangible book value as of September 30, 2010 would be approximately $23,909,055, or approximately $3.02 per share. This represents an immediate increase in net tangible book value of $0.31 per share to our existing shareholders and an immediate dilution of $1.98 per share to our new investors purchasing shares in this offering:
The following table illustrates this per share dilution:
 
Net tangible book value per share before the offering
 
$
2.71
 
Increase per share attributable to new public investors
 
$
0.31
 
Public offering price
 
$
  5.00
 
Net tangible book value per share after this offering
 
$
3.02
 
Dilution per share to new public investors
 
$
1.98
 
 
 
 
The following table sets forth, on an as adjusted basis as of September 30, 2010, the difference between the number of shares of common stock purchased from us, the total cash consideration paid, and the average price per share paid by our existing stockholders and by new public investors before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, using the public offering price of 5.00 per share of our common stock:
 
   
Shares Purchased
   
Total Cash Consideration
   
Average Price Per
 
   
Number
   
Percent
   
Amount
   
Percent
   
Share
 
Existing stockholders
   
6,514,750
     
82.31
%
 
$
498,000
     
6.64
%
 
$
0.08
 
New investors from public offering
   
1,400,000
     
17.69
%
 
$
7,000,000
     
93.36
%
 
$
5.00
 
Total
   
7,914,750
     
100
%
 
$
7,498,000
     
100
%
 
$
0.73
 
 
The discussion and tables above are based on (i) 6,514,750 common shares issued and outstanding as of September 30, 2010; and (ii) the Maximum Amount of 1,400,000 common shares issued in the public offering. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
 
The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This prospectus contains forward-looking statements. The words “anticipated,” “believe,” “expect, “plan,” “intend,” “seek,” “estimate,” “project,” “could,” “may,” and similar expressions are intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future capital expenditures, and future net cash flow. Such statements reflect our management’s current views with respect to future events and financial performance and involve risks and uncertainties, including, without limitation, general economic and business conditions, changes in foreign, political, social, and economic conditions, regulatory initiatives and compliance with governmental regulations, the ability to achieve further market penetration and additional customers, and various other matters, many of which are beyond our control. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated. Consequently, all of the forward-looking statements made in this prospectus are qualified by these cautionary statements and there can be no assurance of the actual results or developments.
 
Overview
 
Green China Solutions, Inc. (formerly known as China Green, Inc., formerly known as China Eco-Hospitality Operations, Inc.) is a blank check company formed on July 11, 2008 as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business that has its principal operations in an eco-friendly industry. On June 12, 2006, Glorious Pie was incorporated in the British Virgin Island under the International Business Companies Act of the British Virgin Islands. On August 13, 2009, we entered into a Share Exchange and Stock Purchase Agreement with Glorious Pie, the Glorious Pie Shareholder and the Representative of our Investors. The Glorious Pie Shareholder and the Representative of our Investors was Tai Chi Yip due to his role as the CEO and director of the Company and the fiduciary duties inherent in these roles. In his capacity as the investor representative, Mr. Tai Chi Yip was the lawful attorney-in-fact who negotiated with Mr. Wong WA Kei Anthony, our President at the time whereby we issued an aggregate of 332,000 shares of common stock at $1.50 per share to 296 new investors of the Company after the closing of the Share Exchange Agreement. At the Closing, pursuant to the terms of the Share Exchange and Stock Purchase Agreement, we acquired all of the issued and outstanding common stock of Glorious Pie from the Glorious Pie Shareholder in exchange for our issuance of 10,355,000 common shares to the Glorious Pie Shareholder (the “Exchange Shares”). The Exchange Shares represented approximately 82.84% of our common stock issued and outstanding after the closing of the Share Exchange. As a result of the Share Exchange, Glorious Pie became our wholly-owned subsidiary. Mr. Tai Chi Yip continued as CEO of the Company and became the CEO of its wholly owned subsidiary, Glorious Pie. On October 25, 2010, our Board of Directors unanimously agreed to change our name to Green Solutions China, Inc. On October 25, 2010, a majority of the shareholders approved the name change. We filed a Definitive Information Statement on Schedule 14C with the SEC on November 15, 2010 and will file amended Articles of Incorporation with the state of Delaware on December 5, 2010 to effect the change.
  
Operating through Glorious Pie, our British Virgin Islands subsidiary incorporated on June 12, 2006, and Earn Bright, our Hong Kong operating subsidiary incorporated on December 17, 2008, we engage in providing eco-friendly project consulting services. We are currently focused on the areas of eco-friendly property consulting and eco-friendly construction projects. Our services can be applied to development or reconstruction projects in social facilities, parks, outdoor public areas, corporate buildings, hotels, commercial and residential properties. Our mission is to create an eco-friendly environment that can benefit both humans and nature. We actively seek for opportunities to apply ecological engineering (eco-engineering) concepts, the integration of ecological and engineering applications, in design, monitoring and construction of ecosystems, in both landscaping projects and property management to integrate human society with the natural environment. We advise our clients on overall project planning, selection and supervision of external consultants, and coordination of labor services and materials supplies. As such, we currently focus our business in two business segments: (i) Greenery Construction Consulting, and (ii) Eco-friendly Property Consulting and Development. Our target clients include landscaping contractors and property owners or operators who seek to construct or develop eco-friendly establishments.

As an eco-friendly project consulting company, the key to our future growth and success will be our ability to procure more profitable projects and build upon our reputation. We are focused on deepening our existing relationships as well as building new relationships to expand our project channels. We integrate our understanding in the dynamics of the local industries with our financial capital to formulate strategic ways to procure new consulting and management services contracts. Our capability to build professional project teams to provide quality advice and execute project plans is important to us. We maintain a broad network of contacts of external consultants, labor service subcontractors and materials suppliers which serves as a platform for us to build project teams based on the required knowledge and expertise. We continue to identify and develop new relationships with different professionals and experts to optimize our platform.
 
Currently, our main source of revenue is generated through contracts in Greenery Construction Consulting with government landscaping contractors. We generate net income from the difference between the consulting fees paid to us by the government contractors and our total subcontracting costs. Our subcontracting costs are typically paid to subcontracted consultants, labor service subcontractors and materials suppliers.
 
 
14

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

We have been subject to 5% PRC business tax and 7% PRC profit tax since January 2, 2009.
 
Our Services
 
Greenery Construction Consulting
 
Our Greenery Construction Consulting business has mainly been focused on large-scale outdoor PRC government projects such as public infrastructure and social facilities development; however, we have been engaged to conduct private real estate development projects in the past. We develop budgetary plans for each project and arrange for and subcontract the necessary technical and labor services needed to execute our plan, including horticultural planning and design, concept applications, selection and provision of agriculture, performance targeting and benchmarking, plantation management and quality control.
 
We have managed many notable public and private construction projects in Dongguan, Guangdong Province, China’s third largest exporting city and one of the fastest growing regions in China. Such projects include Dongguan’s Songshan Lakes Science & Technology Industrial Park, a province-level development zone for new and high-tech industries. Our services have been extended to other locations in the Guangdong province, such as Guangzhou city.
 
We obtain construction projects from nine different government contractors, including Dongguan Xinyue’an Garden Co., Ltd., Dongguan Urban Garden Project Co., Ltd., Dongguan Bimanyuan Garden Project Co., Ltd., Dongguan Luyi Garden Project Co., Ltd., Dongguan Green World Industry Co., Ltd., Chang’an Construction Project Co., Dongguan Jiaye Garden Project Co., Dongguan Garden Project Co., and Foshan Shunde Tianyi Garden Co., Ltd. The agreements we have with each of these contractors has been attached hereto as Exhibits 10.11 through 10.19. The contracts have a ten year term and provide for the external consultants to provide various landscaping and ecological improvement work in the PRC in consideration for an agreed upon fee. These contracts account for a material portion of our revenue. These contractors participate in the government project bidding process on a regular basis, and typically outsource their projects to project consulting and management companies such as our Company. During the government project bidding process, contractors are required to deposit with municipal governments a specified amount of fund to prove their financial ability to fully complete projects. We work closely with these contractors to improve their competitive status in the government project bidding process by providing funding to these contractors to meet the deposit requirements. These funds are locked up at the municipal governments overseeing the bidding process until the completion of the projects, but may remain in the contractors’ accounts from time to time when no projects are available for bidding, which may be subject to our demand for return with a 60-day written notice. This business arrangement has not only allowed us to maintain our business connections with the contractors but has provided us with information regarding the financial conditions of the contractors. The contractors and we are bound by master agreements which define the scope of our services and contain individual project term sheets, each party’s rights and obligations, completion arrangements, quantity and quality of materials. When we engage with a government contractor, we enter into an Agreement for Greenery Consulting. In the past, we entered into a second agreement with the governmental contractor for the purchasing of materials. A form of the (i) Agreement for Greenery Consulting; and (ii) Trading Agreement for Materials are attached hereto as Exhibits 10.2 and 10.3, respectively. We currently have three Trading Agreements for Materials active. The Trading Agreements require our subcontractors to purchase materials from us. We purchase the materials required from a third party vendor, and sell them to our subcontractors. We no longer require a Trading Agreement with our subcontractors to conduct business. Upon completion of a project, the contractor will receive payments from the municipal government, who then deliver payments to us within 30 days for material-related services and within 90 days for construction-related services.
 
We outsource the labor related to our project construction work to subcontractors. A deposit is required by the Chinese government during the contract bidding process. We provide the funding needed for the required deposit. We reserve the right to recall these deposits in the event that we have decreased demand for labor services or other business or liquidity reasons with a 45-day written notice. We subcontract project managers in the PRC who monitor and oversee the progress of each project.  We currently have six such subcontractors under contract. Three of these subcontractors have entered into services agreements and three have entered into suppliers agreements.  The following are the subcontractors:
 
-  
Liming He, entered into a Suppliers Agreement on September 4, 2006;
  -  
Shuangceng Wang, entered into a Suppliers Agreement on September 4, 2006
  -  
Qinlin Zhang, entered into a Suppliers Agreement on September 4, 2006
  -  
Xuhua Yang, entered into a Services Agreement on September 11, 2006
-  
Bin Li, entered into a S ervices Agreement on March 28, 2010;
-  
Shuangnan Lo, entered into a S ervices Agreement on March 28, 2010
 
We enter into supplier agreements with the subcontractors whereby such subcontractors are to supply our client with greenery materials, including plants, soil, and other related items that are necessary for us to carry out our intended project. The suppliers agreements typically have a term of 10 years. A copy of the form suppliers agreement that we entered into with our subcontractors is attached hereto as Exhibit 10.7. Our services agreements provide that the subcontractor provide us with on-site execution guidance and advisory services for certain greenery construction consulting and greenery maintenance consulting projects and on-site safety and security. The services agreements have a term of ten years.  A copy of the form services agreement that we entered into with our subcontractors is attached hereto as Exhibit 10.8.

 
 
15

 
Over the past year, we completed eight large-scale landscape consulting and development projects and are currently working on three large-scale landscape consulting and development projects. We are seeking more large-scale landscaping projects stimulated by the RMB 4 trillion economic stimulus plan launched by the PRC government, and are working with existing customers to secure more maintenance service contracts.
 
According to the National Development and Reform Commission (NDRC), approximately RMB 2.14 trillion is allocated to infrastructure and public facility. We believe this will lead to a significant increase in government construction projects in China. The construction duration of most government infrastructure projects is approximately two to three years and landscaping normally takes place at the latter stage of construction projects. As a result, we expect higher demand for landscaping consulting services in late 2010 and early 2011. We are planning to allocate more capital resources to take advantage of this growing trend and to increase our consulting service income in the coming years. We will also focus on retaining our clients from new and existing landscaping consulting projects to further increase our long-term revenue from maintenance services.

Greenery Maintenance Consulting
 
During the first quarter of our current fiscal year, management elected to focus company resources on growing the Greenery Construction Consulting and Eco-friendly Property Consulting and Development business segments but devoted no resources to the operations of the Greenery Maintenance Consulting business segment since profit margins were not expected to be as high as those expected to be generated in the other business segments. Management continues to look for profitable opportunities within the Greenery Maintenance Consulting business and may pursue such additional opportunities during the fiscal year ending June 30, 2011, at a time when the Company expects margins to improve.
 
In the past, we offered consulting services to the same group of government contractors for Greenery Construction Consulting as for Greenery Maintenance Consulting projects. We worked with external consultants to conduct site reviews and develop maintenance plans with our clients who outlined all assessment criteria and performance targets. The external consultant acted as the site supervisor and we selected subcontractors to execute the maintenance work. We conducted periodic performance and quality assessments to ensure the sites were maintained appropriately. The maintenance plans typically included soil quality analysis and renovation, root evaluation, plantation disease and strength analysis, pruning, pest control, weed control, floral treatments, earth surface treatment and restoration, maintenance and reconstruction of structural elements. In addition to working with subcontractors who performed maintenance on existing elements, our internal and external consultants recommended structural upgrades and development ideas to our clients.
 
For the twelve months ended June 30, 2010, the revenue generated from Greenery Maintenance Consulting segment was $1,944,907. We had ten new Greenery Maintenance Consulting projects during the period. Our top two customers were Dongguan Xinyue’an Garden Co., Ltd., and Dongguan Garden Project Co. which accounted for $1,135,805, or 58.4% and $809,017, or 41.6% of our Greenery Maintenance Consulting revenue, respectively. Cost of sales was $894,955 and the gross profit was $1,049,952, yielding a gross profit margin equal to 54% for the fiscal year ending June 30, 2010.
 
Eco-friendly Property Consulting and Development
 
Our Eco-friendly Property Consulting and Development business, also known as “ECHOO,” an acronym for eco-hospitality operations, applies eco-engineering concepts to real properties and manages the subcontracted labor necessary for the renovations needed to become more eco-friendly. Our current customer base for this business segment is three hotels. Our consulting services generally include site assessment, energy optimization applications, resource efficiency planning, material selection and equipment installation. Our management performs all of the consulting services for this business segment. However, we outsource the labor necessary to institute our consulting recommendations. In return, we enter into fixed-term revenue-sharing agreements with the hotel owners to receive a portion of the hotel’s future monthly revenue or a guaranteed minimum monthly amount as consulting fees for services we provided. We believe this business arrangement benefits both, our Company and the hotels. The hotels may enjoy an increase in revenue as a result of being an eco-friendly hotel.
 
When we begin a new project with a hotel, we enter into an Investment Negotiation Memorandum with such hotel.  This memorandum is a letter of intent whereby we agree to enter into negotiations to provide environmental design consulting and planning and investment in hotels. The form of our Investment Negotiation Memorandum is attached hereto as Exhibit 10.4.
 
Since our inception, we have applied our services and eco-engineering applications to the Carnival City Hotel,  the Health City Hotel (formerly known as the Kancheng Massage Centre) located in Dongguan and the Yu Zu Tang Hotel. Many of the hotels we enter into agreements with have spas on site and as such include massages as one of the services available for their customers to purchase. Certain permits and licenses are required for massage businesses in China. As such, the agreement we have entered into with the Yu Zu Tang Hotel (attached hereto as Exhibit 10.20) clearly indicates that they have obtained all permits and licenses required to legally run a business that offers massage services on site. Our consulting plans generally include site assessment, energy optimization applications, resource efficiency planning, material selection and equipment installation. In return, we signed two separate seven-year term revenue-sharing consulting agreements to receive 35% of the revenues from the Carnival City Hotel and the Health City Hotel, respectively, with a guaranteed monthly minimum of RMB 300,000 and RMB 100,000 or approximately $43,924 and $14,641, respectively, through June 2013. To date, each hotel has generated revenue each month which has provided us with cash in excess of the monthly minimums each month since we entered into them. To date, we have generated $ 8,492,138 and $ 3,171,132 in revenue attributed to Carnival City Hotel and Health City Hotel, respectively. The revenue-sharing consulting agreement that we have entered into with Yu Zu Tang Hotel entitles us to 20% of Yu Zu Tang’s revenues with a guaranteed monthly minimum of RMB 100,000 through April 2017. We began recording revenue from Yu Zu Tang in July 2010 and as of September 30, 2010, generated total revenue of $87,369.
 
We may purchase new property, plant and equipment as an investment into our business in accordance with the needs of our customers. To date, we have purchased an aggregate of $2, 247,523 in new assets for the Yu Zu Tang, Carnival City Hotel and Health City Hotel locations. We retain ownership of all new and previously purchased assets through revenue sharing agreements we enter into with the hotels. The revenue sharing agreements stipulate that we retain ownership of any property, plant and equipment we purchase for the hotel for the time period covered by the agreement. Therefore, if a revenue sharing agreement expires, or is terminated, all assets previously purchased by us in conjunction with the agreement, are returned to us. In the event that the asset is a leasehold improvement, and cannot be physically returned to us, the hotel is required to pay us the asset’s undepreciated balance as of the date the contract ceases. The purchasing of such assets is necessary for the transformation of the hotel and we believe we will be compensated for our investment through the increase in revenue the hotel will generate as a result of our investment.
 
Property, plant and equipment we purchase supports the transformation of the hotels into eco-friendly hotels in a number of ways. For example, heatproof glasses that we installed can maintain the building’s warmth and allow natural lighting to penetrate so as to reduce indoor heating and lighting. Additionally, we selected blinds and curtains to reduce indoor temperature fluctuation. We also assisted in designing the construction of walls with insulated materials to prevent heat loss. Indoor walls were painted to reflect sunlight penetrated through windows and reduce energy consumption on lighting. In anticipation of the summer season, we have replaced old air conditioners with new air conditioning systems to reduce electricity costs. Some old electrical appliances that were owned by the hotel owners, such as CRT televisions, were energy inefficient. We replaced the old CRT televisions with LCD televisions to reduce heat generation in the indoor areas. These upgrades not only make the hotels eco-friendly but also help improve the look and feel of the hotels.
 
Fees are paid monthly within 5 days after the hotels’ monthly revenues are booked. The hotels are obligated to keep full and accurate books and records which shall be available to us and our agents for inspections and audits. The three revenue-sharing consulting agreements are attached hereto as Exhibit 10.5, 10.6, and 10.7, respectively. We believe this business arrangement has benefited both our company and the hotels, with the implementation of our ECHOO program.
 
 
In our Eco-friendly Property Consulting and Development business, we continue to receive recurring and growing revenues from three completed ECHOO hotels and are currently seeking to identify suitable targets in Guangdong, Shanghai and other cities in PRC. Although the economy of Guangdong province was severely affected by the financial crisis in 2008 and 2009, the province continues to be a key focus of the Chinese government. The long-term sustainability of the economic conditions of Guangdong province is expected to support a long-term demand for hotel services.
 
The World Expo took place in Shanghai from May 1, 2010 thru October 31, 2010.  In preparation for the World Expo, many hotels increased their capacity in order to meet temporary customer demands. Since the World Expo has ended, these hotels are experiencing an oversupply of available rooms. We are currently targeting these Shanghai hotels to expand our hotel consulting services by providing hotel owners with consulting services as a way to improve profitability and competitiveness of their hotels. As Shanghai continues to be a fast-growing city in China, the long-term demand for hotels is expected to remain strong. We believe that Shanghai residents and travelers will be receptive to eco-friendly hotel concepts given the local pollution problems, relatively higher education levels and increasing awareness of environmental issues both locally and globally.
 
In the future, we aim to become an industry leader in eco-engineering consulting and position ourselves as a full service company with a dual focus in landscaping and eco-property development. We will develop our Greenery Construction Consulting business into a balanced portfolio that includes public sector projects, private sector projects, and landscape maintenance and services. In our Eco-friendly Property Consulting and Development business, we intend to expand our business by providing services to commercial and residential properties major cities and provinces in PRC.
 
Sales & Marketing
 
Greenery Construction Consulting
 
We primarily obtain our Greenery Construction Consulting  projects from nine government prime contractors and other private contractors, as set forth in the table below. These contractors are based in Guangdong and other provinces. The agreements we have with each of these contractors has been attached hereto as exhibits 10.11 through 10.19. The contracts have a ten year term and provide for the external consultants to provide various landscaping and ecological improvement work in the PRC in consideration for an agreed upon fee. We recommend proposal bids to the contractors which in turn use our estimates to bid for government and private landscaping projects.
 
 
1
东莞市新粵安园林绿化有限公司           Dongguan Xinyue’an Garden Co., Ltd.
2
东莞市城区园林绿化工程公司               Dongguan Urban Garden Project Co., Ltd.
3
东莞市碧滿园园林绿化工程有限公司  Dongguan Bimanyuan Garden Project Co., Ltd.
4
东莞市绿怡园林工程有限公司               Dongguan Luyi Garden Project Co., Ltd.
5
东莞市绿色世界实业有限公司               Dongguan Green World Industry Co., Ltd.
6
长安鎮建筑安裝工程公司                       Chang’an Construction Project Co.
7
东莞市嘉业园林绿化工程公司               Dongguan Jiaye Garden Project Co.
8
东莞市园林绿化工程公司                       Dongguan Garden Project Co.
9
佛山市順德區添艺园林绿化有限公司  Foshan Shunde Tianyi Garden Co., Ltd.
 
Eco-friendly Property Consulting and Development
 
We continuously seek to identify unprofitable and financially distressed hotels that can potentially be converted into ECHOO hotels. We target hotels with scalable structures located in visible and high traffic areas. We enter into multi-stage discussions with these hotel owners and offer them our services in exchange for a future revenue-sharing fee. We work in tandem with the hotel owners throughout the ECHOO hotel conversion process from initial site assessment to identifying areas of improvement to development of green practices and other changes.
 
Our marketing strategy is focused on positioning our company as a leader in eco-engineering that specializes in landscaping and eco-development development. We execute our strategy by further improving our reputation in construction consulting and developing our ECHOO brand in eco-property consulting. At present, our management is responsible for marketing our services through regional channels and industry events. We also leverage cross-selling opportunities between our three business segments. In the future, we plan to hire professional marketing and public relations staff and external agencies to increase awareness of our ECHOO brand. We will allocate resources on regional exhibitions, conferences, educational events, to broaden our brand exposure.
 
 
RESULTS OF OPERATIONS
 
Three Months ended September 30, 2010 Compared to the Three Months ended September 30, 2009

 
The following tables set forth key components of our results of operations for the periods indicated, in U.S. dollars, and key components of our revenue for the period indicated, in dollars. 
 
   
Three months
 
Three month
 
   
Ended
 
Ended
 
   
September 30,
   
September 30,
 
   
2010
   
2009
 
             
Service Income
 
$
2,604,707
   
$
3,496,724
 
Cost of services
   
(1,530,846
)
   
(1,584,042
)
Gross profit
   
1,073,861
     
1,912,682
 
General and administrative expenses
   
( 118,769
)
   
(22,932
)
Income  before taxation
   
955,092
     
1,889,750
 
Income tax
   
-
     
(38,423
)
Net income
 
$
955,092
   
 $
1,851,327
 
 
Service Income.   Our service income for the three months ended September 30, 2010 was $2,604,707 as compared to $3,496,724 for the three months ended September 30, 2009, a decrease of $892,017 or approximately 25.5%. Decrease in our service income was mainly attributable to Greenery Maintenance Consulting segment, which decreased by $604,033 for the three months ended September 30, 2010 as compared with the same period in 2009. The decrease was attributed to a lack of any greenery maintenance business for the three months ended September 30, 2010.
 
Income from our Eco-Friendly Property Consulting and Development segment decreased by $88,594 for the three months ended September 30, 2010, as compared with the same period in 2009. The decrease in hotel consulting and facilities was mainly attributable to the closing of Health City Hotel in August and September due to renovations. Management expects the total revenue to improve as the hotel reopens.
 
Income from our Greenery Construction Consulting segment decreased by $199,390 for the three months ended September 30, 2010, as compared with the same period in 2009. For the three months ended September 30, 2010, we had four new Greenery Construction Consulting projects. They are Shahe River Bank Greenery Project Phase I, Shahe River Bank Greenery Project Phase II, Gaobu Town Plaza Project Part III Phase I, and Gaobu Town Plaza Project Part III Phase II with revenues of $335,221, $207,066, $766,219 and $700,082, respectively. These projects contributed to 100% of our Greenery Construction Consulting revenue. The decrease is attributable to focusing our efforts on a smaller number of larger scale projects as compared with focusing on volume in the prior year. Typically larger projects require us to be on site for a longer period of time, thus allowing us to build strong long term relationships with our customers. Further, the profit margin on a larger project is typically greater than the margins yielded on completing many smaller projects. Our revenue per project was $502,147 for the three months ended September 30, 2010.
 
Cost of Services. Our cost of services for the three months ended September 30, 2010 was $1,530,846 as compared to $1,584,042 for the three months ended September 30, 2009, a decrease of $53,196 or approximately 3.4%. The decrease of our cost of services was mainly attributable to the temporary cessation of our Greenery Maintenance Consulting business. Cost of our greenery maintenance works declined from $274,154 to $0.
 
Cost of sales of our Greenery Construction Projects increased from $1,163,156 to $ 1,262,565. The increase in cost is attributable to the increase in labor costs and material costs. Our gross margin in this segment decreased from 47.3% to 37.1% for the three months ended September 30, 2010, as compared with the same period in 2009.
 
The major cost of services of our Eco-Friendly Property Consulting and Development business segment was the depreciation of hotel equipment. There was a $121,549 or 82.8% increase in depreciation of hotel equipment compared to the same period last year, as we acquired $2,247,523 of equipment, fixtures, and furniture in the twelve months ended June 30, 2010. Depreciation expense for three months ended September 30, 2010 was $246,158, compared to $132,114 for the three months ended September 30, 2009, an increase of $115,044 or approximately 87.7%.
 
Gross Profit. For the three months ended September 30, 2010 as compared to the three months ended September 30, 2009, we generated gross profit of $1,073,861 and $1,912,682, respectively, reflecting a decrease of $838,821 or approximately 43.9%. Our gross profit margin (gross profit divided by revenue) decreased from approximately 54.7% for the three months ended September 30, 2009 to approximately 41.2% for the same period ended 2010, representing a decrease of 13.5%. This was attributed to a decrease in profit margin in Greenery Construction Consulting which decreased from 47.3% to 37.1%. Our gross profit margin in this business segment decreased as labor and material costs increased. The Management believes that the profit margin will maintain at this level as the Company is likely to face high labor and material costs in a near future.
 
 
18

 
 
The profit margin on our Eco-friendly Property Consulting and Development business for the three months ended September 30, 2010, compared to the three months ended September 30, 2009 decreased from 78.6% to 55.0% due to a decrease in hotel consulting revenue and increase in depreciation expense. Management expects profit margins to decrease as depreciation increases due to cost for purchase of property, plant and equipment for three months ended September 30, 2010 has been increased to $4,893,413, compared to, 2,643,635 for the three months ended September 30, 2009, an increase
of $2,249,778 or approximately 85.1%.
 
General and Administrative Expenses. We incurred general and administrative expenses of $ 118,769 for the three months ended September 30, 2010, an increase of $ 95,837 or 417.9 %. Our general and administrative expenses increased as our salaries, rent and legal and professional fee increased to $27,356, $25,399 and $23,797 respectively.
 
Net Income. We had net income of $ 955,092 for the three months ended September 30, 2010 as compared to net income $1,851,327 for the three months ended September 30, 2009, representing a decrease of $ 896,235 or approximately 48.4 %. The decrease in our net income was largely due to decrease of service income and increase of administrative expenses.
 
LIQUIDITY AND CAPITAL RESOURCES
 
As of September 30, 2010, we had cash and cash equivalents of $908,399, and incurred an accumulated net income of $ 12,482,533 .  
 
The following table sets forth a summary of our cash flows for the periods indicated:
 
   
For the period ended
 
   
September 30,
 2010
   
September 30,
2009
 
             
Net Cash used in Operating Activities
 
$
( 471,782
)
 
$
(181,006
 )
Net Cash used in Investment Activities
   
-
     
-
 
Net Cash  generated from Financing Activities
   
-
     
498,017
 
Net (decrease)/increase in Cash and Cash Equivalents
   
( 471 , 782
   
317,011
 
Effect of Foreign Currency Transaction
   
239 , 073
     
(9,760
Cash, Beginning of Period
   
1,141,108
     
849,457
 
Cash, End of Period
 
$
908,399
   
$
1,156,708
 

 
Comparison of the three months ended September 30, 2010 to the three months ended September 30, 2009
 
Net cash used in operating activities was $ 471,782 for the three months ended September 30, 2010, compared to net cash used in operations of $181,006 for the three months ended September 30, 2009. The $ 290,776 increase was primarily due to smaller sales coupled with an increase in investments in hotels.  Our investments in hotels increased by $1,103,931 in the three months ended September 30, 2010. We invested $5,040,692 in property, plant and equipment in various hotels including: $298,298, $1,364,735, $503,308, $919,925, $977,213, and $977,213 to Xinmin Hotel, Shanghai Huaxun Holdings Limited, Jiansu Dong’an Hotel, Carnival City Club Hotel, Shan Tou City Long Hu District Bai Le Hotel Limited, and Shanghai Qingqiao Huaxun Investment Holding Limited, respectively. These deposits will be returned to us in the earlier of our request or at the end of the three month period, regardless of the negotiation results, unless our management extends the negotiation period. If the hotel fails to perform as stated in the Investment Negotiation Memorandum, they will be subjected to a penalty, equal to 20% of the deposit, and pay interest at the prime interest rate. Depending on the progress of the negotiations and our liquidity condition, we may increase or withdraw the deposits for hotel investment negotiation. Meanwhile, we have attempted to negotiate with Kang Zu Yuan Hotel but have later recalled $901,978 of deposits from Kang Zu Yuan Hotel, as our management decided to terminate the negotiations after thorough analysis of the risks and profitability associated with these projects. None of the change was attributable to the greenery maintenance segment.
 
Our outstanding accounts receivable related to Greenery Construction Projects at September 30, 2010 was $3,849,633. The balance was mainly contributed by Dongguan Garden Project Co. for four new Greenery Construction Consulting projects. They are Shahe River Bank Greenery Project Phase I, Shahe River Bank Greenery Project Phase II, Gaobu Town Plaza Project Part III Phase I, and Gaobu Town Plaza Project Part III Phase II. The balances are $708,652, $775,599, $1,008,083 and $1,357,298, respectively. Both amounts will be fully paid within 90 days after the completion of the projects.
 
We had one outstanding accounts receivable balance related to Greenery Maintenance projects at June 30, 2010 for a roadside maintanence project from Dongguan Xinyue’an Garden Co. Limited in the amount of $132,186. The receivable was paid in full on September 30, 2010.
 
Our outstanding accounts receivable related to the Eco-Friendly Property Consulting and Development business segment as of September 30, 2010 was $199,101 which represents the total amount that we are entitled to receive from the hotels as per the revenue-sharing consulting agreements we have with the hotels. The amount outstanding is current as of September 30, 2010. We have not encountered collection issues with regard to our revenue-sharing consulting agreements. In addition, we maintain an accounts receivable aging sub-ledger and monitor it regularly for outstanding aging receivables. At this time, we do not believe it is necessary to introduce any provision of bad debt for these accounts.
 
 
19

 
 
Net cash used in investment activities was $0 for the three months ended September 30, 2010, and September 30, 2009. The net cash used in investing activities was unchanged because we did not purchase any new property, plant and equipment for our ECHOO hotel projects for three months ended September 30, 2010.
 
Net cash used in financing activities was $0 for the three months ended September 30, 2010, compared to net cash used in financing activities of $498,017 for the three months ended September 30, 2009. The decrease of net cash from financing activities was primarily due to a $497,997 decrease in proceeds from issuance of common stock for the three months ended September 30, 2010 compared to the same period in 2009.

 
Subsequent to September 30, 2010, we have collected a total amount of $2,561,247 from our accounts receivable due as of September 30, 2010. The following is a breakdown of the accounts receivable that we have collected for amounts outstanding as of September 30, 2010:

 
Counterparty
Amount Collected
 
Date Amount Collected
 
Greenery Constructions
Dongguan Garden Project Co.
  $ 1,357,298  
October 26, 2010
Dongguan Garden Project Co.
  $ 1,008,083  
October 19, 2010
 
Eco-Friendly Property Consulting and Development
Carnival City Hotel
  $ 148,588  
October 15, 2010
Healthy City Hotel
  $ 14,687  
October 15, 2010
Yu Zu Tang Hotel
  $ 32,590  
October 15, 2010
 
Critical Accounting Policies and Estimates
  
Revenue Recognition

 
Greenery Construction Revenue
 
The Company accepts contracts on a fixed price basis. Revenue from fixed price construction contracts are recognized on the percentage-of-completion method measured by the ratio of costs incurred to date to the estimated total costs to be incurred for each contract. Revenue from unit price contracts and service agreements are recognized as services are performed.
 
Contract costs include all direct material, direct labor, subcontractor costs and other indirect costs related to contract performance, such as supplies, tools and equipment maintenance. General and administrative costs are charged to expense as incurred.    
 
Eco-Friendly Property Consulting and Development Revenue
 
The Company accepts contracts on a service agreement basis. Revenue from service agreements are billed monthly based on a certain percent of gross revenue generated by operating activity of the client.
 
Accounts Receivable
 
Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts.  The Company recognizes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectibility.  An allowance for doubtful accounts is maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience.  An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position.  If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted.
 
 
20

 
 
Plant and Equipment

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

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

 
Furniture, fixtures & equipment
    5 year useful life
 
The costs and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.  The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized.

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

 
Cost of revenue

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

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

 
Income Taxes

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

 
For the years ended September 30, 2010 and 2009, the Company did not have any interest and penalties associated with tax positions. As of September 30, 2010 and 2009, the Company did not have any significant unrecognized uncertain tax positions.
 
 
21

 
 
Twelve Months ended June 30, 2010 Compared to the Twelve Months ended June 30, 2009
 
The following tables set forth key components of our results of operations for the periods indicated, in U.S. dollars, and key components of our revenue for the period indicated, in dollars. 
 
   
Twelve months
 
Twelve month
 
   
Ended
 
Ended
 
   
June 30,
   
June 30,
 
   
2010
   
2009
 
             
   
$
   
$
 
             
Revenue
   
13,130,112
     
11,676,141
 
Cost of services
   
(6,036,288
)
   
(5,416,156
)
Gross profit
   
7,093,824
     
6,259,985
 
General and administrative expenses
   
( 1,073,058
)
   
( 2,724,837
)
Income  before taxation
   
6,020,766
     
3,535,148
 
Income tax
   
(60,472
)
   
(72,056
)
Net income
   
5,960,294
     
3,463,092
 
 
Service Income. Our service income for the twelve months ended June 30, 2010 was $13,130,112 as compared to $11,676,141 for the twelve months ended June 30, 2009, an increase of $1,453,971 or approximately 12.5%. Increase in our service income was mainly attributable to Greenery Construction Consulting segment, which increased by $2,107,067 for the twelve months ended June 30, 2010 as compared with the same period in 2009. The increase of service income was offset by the $184,373 and $468,723 decrease of income from our hotel consulting and facilities and Greenery Maintenance Consulting, respectively, for the twelve months ended June 30, 2010, as compared with the same period in 2009. The decrease in hotel consulting and facilities was mainly attributable to a decrease in customer spending which translated into a 19.4% decrease in revenue per customer. The revenue per customer decreased in the three months ended March 31, 2010 and increased by 39.5% in the following quarter due to improving local economic conditions. Total number of customers increased from 89,325 to 103,758, up 14,433 or 16.2% for the year. Management expects the total revenue and revenue per customer to improve as the Asian Games takes place in Guangzhou, a city that is approximately an hour train ride away from Dongguan, in October 2010. The event is expected to attract tourists and increase the demand for hotel rooms. The decrease in the Greenery Maintenance  Consulting segment was attributed to a decrease in maintenance contract renewals.
 
For the twelve months ended June 30, 2010, we had eight new Greenery Construction Consulting projects including education institutes, technology parks and recreational parks. Our top three projects are Dongguan Poly-Technic College Bao Po Village Garden Project Phase II, Dongguan Poly-Technic College Bao Po Village Garden Project Phase I, and  Shahe River Bank Greenery Project  with revenues of $1,755,156, $1,477,987 and $997,278, respectively. These three projects have contributed to 51% of our greenery construction consulting revenue. We have focused our efforts on a smaller number of larger scale projects as compared with focusing on volume in the prior year. Typically larger projects require us to be on site for a longer period of time, thus allowing us to build strong long term relationships with our customers. Further, the profit margin on a larger project is typically greater than the margins yielded on completing many smaller projects. Our revenue per project was $1,066,655 for the twelve months ended June 30, 2010.
 
Cost of Services. Our cost of services for the twelve months ended June 30, 2010 was $6,036,288 as compared to $5,416,157 for the twelve months ended June 30, 2009, an increase of $620,131 or approximately 11.4%. The increase of our cost of services was mainly attributable to the increase of our service income in Greenery Construction Consulting business for the twelve months ended June 30, 2010. Our subcontracting costs of our Greenery Construction Consulting business consist of labor costs and material costs. Our material costs increased proportionately with the scale of the projects. However, our greenery construction projects have benefited from the economies of scale as larger scale projects provided more room for us to negotiate for lower increase in labor costs with our subcontractors. Based on our recent experience, the increase in subcontracting labor cost is less than the increase in service income, thus benefits our segment gross margin. Our gross margin increased from 40.2% to 47.6% for the twelve months ended June 30, 2010. Meanwhile, there was a $133,914 or 13.0% decrease to the cost of services of our greenery maintenance work during the twelve months ended June 30, 2010, as compared to the same period ended June 30, 2009, as sales , and corresponding cost of sales, in the segment decreased.
 
The major cost of services of our hotel consulting business is the depreciation of hotel equipment. There was a $105,153 or19.9% increase in depreciation of hotel equipment, as we acquired $2,247,523 of new equipment, fixtures, and furniture in the twelve months ended June 30, 2010, which increased the net book value of fixed assets from $1,083,011 to $2,697,473.
 
 
Gross Profit. For the twelve months ended June 30, 2010 as compared to the twelve months ended June 30, 2009, we generated gross profit of $7,093,824 and $6,259,985, respectively, reflecting an increase of $833,839 or approximately 13.3%. Our gross profit margin (gross profit divided by revenue) increased from approximately 53.6% for the twelve months ended June 30, 2009 to approximately 54.0% for the same period ended 2010, representing a slight increase of 0.4%. This was attributed to an increase in profit margin in Greenery Construction Consulting which increased from 40.2% to 47.6%. The projects in Greenery Construction Consulting business realized economies of scale as labor cost increased at a slower rate in larger scale projects. Our gross profit margin in this business segment improved as we have been more focused in larger scale projects. The Management believes that the profit margin can maintain at this level as the Company continues to focus on large-scale greenery consulting projects from the government.
 
The profit margin on our Eco-friendly Property Consulting and Development business decreased from 79.8% to 74.0% due to a decrease in hotel consulting revenue. Management expects profit margins to increase as room rates and service rates may improve as the economy recovers.
 
General and Administrative Expenses. We incurred general and administrative expenses of $ 1,073,058 for the twelve months ended June 30, 2010, a decrease of $ 1,651,779 or 60.6 %. Our general and administrative expenses decreased as our share based compensation decreased from $2,568,750 to $795,000. Our cash-based general and administrative expenses increased from $ 156,087 to $ 278,058 mainly contributed by higher legal and professional fee, rental expenses and filing fees.
 
Net Income. We had net income of $ 5,960,294 for the twelve months ended June 30, 2010 as compared to net income $ 3,463,092 for the twelve months ended June 30, 2009, representing an increase of $ 2,497,202 or approximately 72.1 %. The increase in our net income was largely due to decrease of our share based compensation expense.
 
LIQUIDITY AND CAPITAL RESOURCES
 
As of June 30, 2010, we had cash and cash equivalents of $1,141,108, and incurred an accumulated net income of $11,527,441.  
 
 
 
The following table sets forth a summary of our cash flows for the periods indicated:
 
   
For the year ended
 
   
June 30,
 2010
   
June 30,
2009
 
   
(Audited)
   
(Audited)
 
Net Cash (used in)/from Operating Activities
   
4,142,037
     
1,903,075
 
Net Cash (used in)/from Investment Activities
   
(2,247,523
)
   
(11,098
 )
Net Cash (used in)/generated in Financing Activities
   
( 1,649,319
)
   
( 1,410,240
 )
Net (decrease)/increase in Cash and Cash Equivalents
   
245,195
     
481,737
 
Effect of Foreign Currency Translation
   
46,456
     
3,235
 
Cash, Beginning of Period
   
849,457
     
364,485
 
Cash, End of Period
 
$
1,141,108
     
849,457
 
 
Comparison of the twelve months ended June 30, 2010 to the twelve months ended June 30, 2009
 
Net cash from operating activities was $ 4,142,037 for the twelve months ended June 30, 2010, compared to net cash from operations of $ 1,903,075 for the twelve months ended June 30, 2009. The $ 2,238,962 increase was primarily due to greater sales coupled with a decrease in outstanding accounts receivables. Our accounts receivables decreased by $1,138,497 in the twelve months ended June 30, 2010. However, our deposits for contract procurements increased by $ 90,318 for the twelve months ended June 30, 2010. Our management believes that there would be more new projects available for bidding, and thus decided to increase deposits with government contractors necessary for the government contract bidding process. The increase in cash from operating activities was offset by the $ 2,938,084 increase in deposits paid for investments made in hotels as part of our Eco-Friendly Property Consulting and Development business segment. We invested $3,963,761 in property, plant and equipment at various hotels, including: $1,343,798, $901,978, $522,261, $293,746, and $901,978 to Shanghai Huaxun Holding Limited, Kang Zu Yuan Hotel,Jiansu Dong’an Hotel, Xinmin Hotel, and Carnival City Club Hotel respectively. These deposits will be returned to us in the earlier of our request or at the end of the three month period, regardless of the negotiation results, unless our management extends the negotiation period. If the hotel fails to perform as stated in the Investment Negotiation Memorandum, they will be subjected to a penalty, equal to 20% of the deposit, and pay interest at the prime interest rate. Depending on the progress of the negotiations and our liquidity condition, the Company may increase or withdraw the deposits for hotel investment negotiation. Meanwhile, we have attempted to negotiate with Chang An Di Ying Hotel and Jin Ye Hotel but have later recalled $732,626 of deposits from Chang An Di Ying Hotel and Jin Ye Hotel, as our management decided to terminate the negotiations after thorough analysis of the risks and profitability associated with these projects.
 
Our outstanding accounts receivable related to Greenery Construction Projects at June 30, 2010 was $3,645,067. The balance was mainly contributed by Zhejiang Hongxin Garden Arts Co. Limited for two Greenery Construction Projects of an integrated sports playground and Dongguan Garden Project Co. for greenery projects at a river bank greenery site and a plaza park. The balances are $886,224, $971,895, $1,001,438 and $785,511, respectively. Both amounts were fully paid within 90 days after the completion of the projects.

Our outstanding accounts receivable related to Greenery Maintenance projects at June 30, 2010 was $132,186 for a roadside maintanence project from Dongguan Xinyue’an Garden Co. Limited. The receivable was paid in full on September 30, 2010. 
 
All the government contractors have paid us within terms and we do not have any records of bad debt since our incorporation. Therefore, we do not see there is any necessity to introduce the provision of bad debt to our account. In addition, we have regularly conducted reviews on our account receivable along with our outstanding projects, and any overdue payments from our clients would be acknowledged to our company immediately. Since all the clients are bounded with contracts legally, the legal procedures would be enforced eventually in case of any amount overdue being discovered during the regular review. Moreover, we can at any time impose an inspection of our clients’ books and records. In light of the potential detrimental affects non-payment would have on our clients, we are confident that our clients will continue to pay us on time and in accordance with the terms of our contracts.
 
Our outstanding accounts receivable related to hotel consulting as of June 30, 2010 was $121,227. This is the total amount that we are entitled to receive from the hotels as stated in the revenue-sharing consulting agreements. The amount is outstanding as both hotels are required to pay us within 15 days after the end of every month. Both hotels have paid us within the terms and on time since inception of both consulting agreements. Therefore, we do not believe it is necessary to introduce any provision of bad debt for these accounts. We also possess the rights to perform inspection on their sites and books of records. We can also remove the equipments and fixtures on their sites that are owned by us if we identify any adverse changes to the hotel owners’ ability and willingness to comply with the contract terms. At the moment, we are confident that the hotel owners will continue to pay us within the terms and on time.
 
Net cash used in investment activities was $2,247,523 for the twelve months ended June 30, 2010, as compared to net cash used in investment activities of $11,098 for the twelve months ended June 30, 2009, representing an increase of $2,236,425, or 20,052%. The net cash used in investing activities increased primarily because we increased our purchase of plant and equipment for our ECHOO hotel projects. Management and consultants conducted a review of each hotel’s site conditions and individual requirements, in early 2010. As part of the review, visits to competing locations were conducted to assist in establishing benchmarks for our ECHOO hotels. As a result of the review, management determined that the hotels' entertainment and room facilities should be replaced or at least upgraded in order to remain competitive. Thus, we invested $1,186,815 into new television sets, sofas, beds, and more efficient water systems and air conditioning systems. Our company possesses full ownership over all of these assets and we can remove them from the hotels at our discretion at any time. We have also spent $1,060,708 for the renovations of Yu Zu Tang Hotel. The hotel  began contributing to our revenue in July 2010. The nature of these investments is as follows:
 
  Investment (in USD)  
Furniture
    535,089  
Electrical appliances
    87,090  
Renovation
    435,662  
Accessories
    2,867  
Total
    1,060,708  
 
 
Net cash used in financing activities amounted to $ 1,649,319 for the twelve months ended June 30, 2010, compared to net cash used in financing activities of $ 1,410,240 for the twelve months June 30, 2009. The increase of net cash from financing activities was primarily due to a $ 733,800 increase in dividends paid for the twelve months ended June 30, 2010 compared to the same period in 2009.
 
Subsequent to June 30, 2010, we have collected a total amount of $2,111,531 from our accounts receivable due as of June 30, 2010. The following is a breakdown of the accounts receivable that we have collected for amounts outstanding as of June 30, 2010:
 
Counterparty
 
Amount Collected
 
Date Amount Collected
Greenery Construction Consulting
Zhejiang Hongxin Garden Arts Co., Ltd.
 
$
886,224
 
July 13, 2010
Zhejiang Hongxin Garden Arts Co., Ltd.
 
$
971,895
 
July 23, 2010
           
Greenery Maintenance Consulting
Dongguan Xinye’an Garden Co. Ltd.
  $
132,186
 
September 30, 2010
           
Eco-Friendly Project Consulting and Development
Carnival City Hotel
 
$
121,227
 
July 15, 2010
           
 
Critical Accounting Policies and Estimates
  
Revenue Recognition
 
Greenery Construction Revenue
 
The Company accepts contracts on a fixed price basis. Revenue from fixed price construction contracts are recognized on the percentage-of-completion method measured by the ratio of costs incurred to date to the estimated total costs to be incurred for each contract. Revenue from unit price contracts and service agreements are recognized as services are performed.
 
Contract costs include all direct material, direct labor, subcontractor costs and other indirect costs related to contract performance, such as supplies, tools and equipment maintenance. General and administrative costs are charged to expense as incurred.    
 
Greenery M aintenance R evenue
 
The Company accepts contracts on a fixed price basis. Revenue are recognized on fixed price greenery maintenance contracts in straight-line basis over the contracted period except in those circumstances in which sufficient historical evidence indicated that the costs of performing services under the contract are incurred on other than a straight-line basis.
 
Contract costs include all direct material, direct labor, subcontractor costs and other indirect costs related to contract performance, such as supplies, tools and equipment maintenance. General and administrative costs are charged to expense as incurred.      
 
 
Eco-Friendly Project Consulting and Development Revenue
 
The Company accepts contracts on a service agreement basis. Revenue from service agreements are billed monthly based on a certain percent of gross revenue generated by operating activity of the client.
 
Accounts Receivable
 
Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts.  The Company recognizes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectibility.  An allowance for doubtful accounts is maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience.  An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position.  If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted.
 
Plant and Equipment
 
Plant and equipment, other than construction in progress, is stated at cost less depreciation and amortization and accumulated impairment loss.
 
Plant and equipment is carried at cost less accumulated depreciation.  Depreciation is provided over their estimated useful lives, using the straight-line method.  Estimated useful lives of the plant and equipment are as follows:
 
Furniture, fixtures & equipment
    5 year useful life
 
The costs and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.  The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized.
 
Our management considers that we have no residual value for plant and equipment.
 
Cost of revenue
 
Regarding the design and consulting services to the hotel facilities, the respective cost of revenue includes the consulting expenses in professional staff involved and the design and consulting fee with other third-party experts, and also the depreciation expenses on those fixtures and movable assets being placed with the hotel by the Company.
 
Regarding the trading of seeding and provision of greenery engineering projects, the respective cost of revenue consists primarily of material costs, labor cost, subcontracting expenses, and related expenses, which are directly attributable to the greenery construction projects.
 
Income Taxes
 
The Group adopts ASC Topic 740, “Income Taxes”, regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure.
 
For the years ended June 30, 2010 and 2009, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2010 and 2009, the Company did not have any significant unrecognized uncertain tax positions.
 
Recently Issued Accounting Pronouncements
 
In April 2010, the FASB issued Accounting Standard Update 2010-17, “Revenue Recognition—Milestone Method (Topic 605): Milestone Method of Revenue Recognition” or ASU 2010-17. This update provides guidance on the recognition of revenue under the milestone method, which allows a vendor to adopt an accounting policy to recognize all of the arrangement consideration that is contingent on the achievement of a substantive milestone (milestone consideration) in the period the milestone is achieved. The pronouncement is effective on a prospective basis for milestones achieved in fiscal years and interim periods within those years, beginning on or after June 15, 2010. We do not expect the adoption of ASU 2010-17 to have a significant impact on its consolidated financial statements.
 
 
26

 
 
In February 2010, the Financial Accounting Standards Board (“FASB”) issued an accounting pronouncement that amended the subsequent events pronouncement issued in May 2009.  The amendment removed the requirement to disclose the date through which subsequent events have been evaluated.  This pronouncement became effective immediately upon issuance and is to be applied prospectively.  The adoption of this pronouncement did not have a material impact on our consolidated financial statements.
 
In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements,” which requires additional disclosures about transfers between Levels 1 and 2 of the fair value hierarchy and disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. This guidance was effective for us in the current quarter, except for the Level 3 activity disclosures, which are effective for fiscal years beginning after December 15, 2010. The adoption of this guidance, which is related to disclosure only, will not have a material impact on our consolidated financial position, results of operations or cash flows.
 
In December 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU 2009-17”). ASU 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. The new standard requires a number of new disclosures, including additional disclosures about the reporting entity’s involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity is required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or January 1, 2010, for a calendar year-end entity. Based on the Company’s evaluation of ASU 2009-17, the adoption of this statement did not impact our consolidated financial statements.
 
In October 2009, the FASB issued EITF 08-1, “Revenue Arrangements with Multiple Deliverables”, which is also known as Accounting Standards Update (ASU) No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (ASU 2009-13). ASU 2009-13 addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. ASU 2009-13 significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. ASU 2009-13 will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. We are currently evaluating the impact this update will have on our consolidated financial statements.
 
In September 2009, the EITF reached final consensus on a new revenue recognition standard, Issue No. 09-3, “Applicability of AICPA Statement of Position 97-2 to Certain Arrangements That Contain Software Elements”, as codified in FASB Accounting Standards Update (ASU) 985. ASU 985 amends the scope of AICPA Statement of Position 97-2, Software Revenue Recognition to exclude tangible products that include software and non-software components that function together to deliver the product’s essential functionality. This Issue shall be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted, provided that the guidance is retroactively applied at the beginning of the year of adoption. We are currently evaluating the potential impact of ASU 985 on our results of operations or financial condition.
 
Inflation and Seasonality
 
Inflation and seasonality did not significantly impact our operations during the last two fiscal years.
 
Off-Balance Sheet Arrangements
 
As of the date hereof, we do not have any off-balance sheet debt, nor do we have any transactions, arrangements or relationships with any special purpose entities.
 
 
Overview
 
Operating through Glorious Pie, our British Virgin Islands subsidiary incorporated on June 12, 2006, and Earn Bright, our Hong Kong operating subsidiary incorporated on December 17, 2008, we engage in providing eco-friendly project consulting services. On November 29, 2010, we filed amended Articles of Incorporation with the state of Delaware to change our name from China Green, Inc. to Green Solutions China, Inc. We are currently focused on the areas of eco-friendly project consulting and eco-friendly construction projects. Our services can be applied to development or reconstruction projects in social facilities, parks, outdoor public areas, corporate buildings, hotels, commercial and residential properties. Our mission is to create an eco-friendly living environment that can benefit both humans and nature. We actively seek for opportunities to apply ecological engineering (eco-engineering) concepts, the integration of ecological and engineering applications, in design, monitoring and construction of ecosystems, to integrate human society with the natural environment. We advise our clients on overall project planning, selection and supervision of external consultants, and coordination of labor services and materials supplies. As such, we focus our business in two business segments: (i) Greenery Construction Consulting, and (ii) Eco-friendly Property Consulting and Development. Our target clients include landscaping contractors and property owners or operators who seek to construct or develop eco-friendly properties. Our service can be applied to develop eco-friendly establishments.
 
As an eco-friendly project consulting company, the key to our future growth and success will be our ability to procure more profitable projects and build upon our reputation. We are focused on deepening our existing relationships as well as  building new relationships to expand our project channels. We integrate our understanding in the dynamics of the local industries with our financial capital to formulate strategic ways to procure new consulting and management services contracts. Our capability to build professional project teams to provide quality advice and execute project plans is equally important to us. We maintain a broad network of contacts of external consultants, labor service subcontractors and materials suppliers which serves as a platform for us to build different project teams based on the required knowledge and expertise. We continue to identify and develop new relationships with different professionals and experts to optimize our platform.
 
Currently, our main source of revenue is generated through contracts in Greenery Construction Consulting with government landscaping contractors. We enter into contracts with government contractors and hire external consultants to perform managerial services and subcontract all of the physical labor required. We generate net income from the difference between the consulting fees paid to us by the government contractors and our total subcontracting costs. Our subcontracting costs are typically paid to subcontracted consultants, labor service subcontractors and materials suppliers.
 
We are not government contractors and therefore cannot bid on governmental projects. Therefore, we have developed strategic relationships with nine government landscaping contractors to procure landscaping construction projects from the government. Government projects are conducted through requests for proposals. Contractors interested in working on a government project must register at the province’s Tender Process Center, where the contractors are screened. The screening criteria of the Tender Process Center is confidential and is not available to the public. Contractors who pass the screening are permitted to submit a proposal (tender) for the project (Exhibit 10.21). The Tender Access Committee then compiles a list of suitable selects the most suitable tenderers to manage the project in their order of preference based upon their professional judgments on the proposals received. Our management continuously communicates with the contractors to obtain up-to-date information regarding government projects. We perform preliminary screening on available opportunities and select projects for further investigation. Our project selection is based on financial feasibility and inclusion of environmentally friendly elements. To determine financial feasibility, we estimate the revenue and cost of services to find out projects with high profit margin. In assessing whether a project is environmentally friendly, we consider whether our project will improve the quality of air, water and soil used in human consumption. When these two factors are fulfilled, we seek to bid on the project. We work with governmental contractors in preparing the proposals but the actual bid is placed by the governmental contractor. We analyze these selected project opportunities with external consultants to develop preliminary project plans. Such external consultants involved in the planning stage would likely be retained by us as consultants upon successful bids. Our preliminary project plans are developed by our managers and generally include design concept illustrations, timing and schedules, labor and materials requirements and budget estimates. We provide funding and consult on the preliminary project plans provided to the government landscaping contractors needed to enter into the government project bidding sessions to bid for the selected projects. We are not required to engage any subcontractors until a successful bid is confirmed. We enter into project consulting contracts with the government landscaping contractors, who subcontract the work to us once a bid is won. We then engage a team of managers employed by us and labor service subcontractors to execute the project. Since the inception of our business in June 2006, we have developed solid relationships with a broad network of government landscaping contractors, consultants, labor service subcontractors and materials suppliers. Prior to inception of every project, we conduct in-depth meetings with external consultants and subcontractors to ensure thorough understanding of all project details and requirements. We serve as a liaison between the governmental contractors, the external consultants, and the labor service subcontractors through to completion. Upon completion, we conduct thorough reviews with our clients to ensure all expectations are met. We have adopted the straight-line method of accounting. As such, we account for all of the expenses we can reasonably estimate and expect to incur on each project at the project’s inception. As actual expenses are incurred, corresponding revenue is ratably recognized. Our agreements are governed by the laws of Hong Kong or Macau. We currently have agreements with six government contractors, three of which are service agreements, and three of which are suppliers agreements. The agreements we currently have are as follows:
 
-  
· Liming He, entered into a Suppliers Agreement on September 4, 2006;
 
-  
· Shuangceng Wang, entered into a Suppliers Agreement on September 4, 2006
 
-  
· Qinlin Zhang, entered into a Suppliers Agreement on September 4, 2006
 
-  
· Xuhua Yang, entered into a Services Agreement on September 11, 2006
 
-  
· Bin Li, entered into a Services Agreement on March 28, 2010;
 
-  
· Shuangnan Lo, entered into a Services Agreement on March 28, 2010
 
We enter into supplier agreements with the subcontractors whereby such subcontractors are to supply our client with greenery materials, including plants, soil, and other related items that are necessary for us to carry out our intended project. The suppliers agreements typically have a term of 10 years. A copy of the form suppliers agreement that we entered into with our subcontractors is attached hereto as Exhibit 10.7. Our services agreements provide that the subcontractor provide us with on-site execution guidance and advisory services for certain greenery construction consulting and greenery maintenance consulting projects and on-site safety and security. The services agreements have a term of ten years.  A copy of the form services agreement that we entered into with our subcontractors is attached hereto as Exhibit 10.8.
 
 
28

 
 
Since October 1, 2010, we have worked on three greenery construction projects. The projects are: Shahe River Bank Greenery prject Phase II, Gaobu Town Plaza Project Part III Phase II, and Gaobu Town Plaza Project Part III Phase III with contracted amounts equal to $1,335,250, $991,707, and $991,707, respectively. The governmental contractor for all three projects is Dongguan City Garden Greenery Construction Limited. Shahe River Bank Greenery Project Phase II started on July 20, 2010, and ended on November 18, 2010. Gaobu Town Plaza Project Part III Phase II started on July 22, 2010 and ended on October 30, 2010. Gaobu Town Plaza Project Part III Phase III started on October 31, 2010 and is expected to end on February 9, 2011.
 
We also generate revenues from three eco-friendly hotels in our Eco-friendly Property Consulting and Development segment. We have entered into separate revenue-sharing contracts with each of these hotels after providing consulting service and investments in relations to eco-friendly designs and practices for these hotels. We entered into two seven-year revenue sharing agreements with Mr. Qing Chen Dai on behalf of the Health City hotel and the Carnival City hotel in 2006 and one seven-year revenue sharing agreement with Mr. Qing Chen Dai on behalf of the Yu Zu Tang hotel in 2010. All three hotels are owned by Mr. Qing Chen Dai, uncle of Mr. Chi Yip Tai, our President and CEO.  Further information regarding our investments in these hotels is provided on page  of this prospectus. We have also invested into certain equipments and fixtures in these hotels. The nature of these investments is to introduce eco-friendly designs and changes into the hotels as well as improve the look and feel to attract or retain customers. For example, heatproof glasses that we installed can maintain the building’s warmth and allow natural lighting to penetrate so as to reduce indoor heating and lighting. Additionally, we selected blinds and curtains to reduce indoor temperature fluctuation. We also assisted in designing the construction of walls with insulated materials to prevent heat loss. Further, old air conditioners and television sets were replaced with new energy efficient models to reduce electricity costs. These upgrades not only make the hotels eco-friendly but also help improve the look and feel of the hotels. We possess permanent ownership to these investments and have granted the hotel owners with the rights to utilize these equipments and fixtures for the hotel operations as long as our consulting contracts are not terminated. The revenue sharing agreements stipulate that we retain ownership of any property, plant and equipment we purchase for the hotel for the time period covered by the agreement. Therefore, if a revenue sharing agreement expires, or is terminated, all assets previously purchased by us in conjunction with the agreement, are returned to us. In the event that the asset is a leasehold improvement, and cannot be physically returned to us, the hotel is required to pay us the asset’s undepreciated balance as of the date the contract ceases. Based on our observation, the business arrangements between the hotels and us, which combines eco-friendly consulting, investments and revenue-sharing, are very unique in the industry within the region. Our management expects to provide ongoing consulting and investments in these hotels to sustain or improve their operating efficiencies and competitiveness, while taking into account our available capital resources and expected return on new investments.
 
During the first quarter of our current fiscal year, management elected to focus company resources on growing the Greenery Construction Consulting and Eco-friendly Property Consulting and Development business segments and pause the operations of the Greenery Maintenance Consulting business since profit margins were not expected to be as high as those expected to be generated in the former business segments. Management continues to look for profitable opportunities within the Greenery Maintenance Consulting business and may pursue such additional opportunities during the fiscal year ending June 30, 2011, at a time when it is profitable for the Company.
 
The members of our newly formed Strategic Advisory Committee have various contacts and relationships within the construction industry. We believe these relationships will help us increase our brand exposure, expand our project channels and attract industry talent. The committee is comprised of two seasoned professionals with in-depth knowledge in industry trends, policy developments and regulatory changes as well as broad and deep networks of contacts in a variety of industries across the PRC, Hong Kong and Macau. Currently, the committee's two members have backgrounds in government policy, eco-friendly businesses and marketing. We intend to invite three to five more members to join the committee and we believe the committee will be instrumental to our future growth and success.
 
We began our relationships with Carnival City Hotel and Health City Hotel in June 2006. Building upon our success with these two hotels, we extended our consulting service to Yu Zu Tang Hotel in April 2010 and have entered into a revenue-sharing contract for the services we provide. We have invested $4,902,462 in total in equipments and fixtures to upgrade these three hotels in an eco-friendly manner. The net book values, capital expenditures and depreciation expenses of all our equipments and fixtures at the hotels are recorded on our balance sheets, cash flow statements and income statements, respectively.
 
 
Our Strategy
 
Our objective is to become a leading eco-engineering project consulting and management company in China through continuous expansion of our services. Key elements of our strategy include the following:

  
Expand our ECHOO hotel network in Guangdong, Shanghai and other major provinces and cities. We intend to enhance our brand presence and public awareness through expanding the ECHOO hotel network. We believe this will help to increase demand and acceptance of green hotels in China. We believe ECHOO hotels can better demonstrate their niche and differentiate themselves in major provinces and cities. The hotel industry is also more competitive in these areas, and thus provides us with more opportunities to convert unprofitable hotels into ECHOO hotels. We aim to complete negotiations with five to seven more hotels in Guangzhou, Dongguan and Shanghai over the next two years.
 
  
Broaden ECHOO applications to other commercial properties, such as service apartments, residential estates, commercial buildings, and shopping malls. We intend to extend our reach to non-hotel commercial property owners and operators to educate them on the advantages of eco-engineering applications and create opportunities for our consulting services. Broadening our services to other commercial property segments will directly increase the public exposure and familiarity of our ECHOO brand. We believe this will increase demand for eco-engineering applications and widespread acceptance of eco-property.
 
  
Increase our knowledge in eco-engineering. We intend to become a leader in China in eco-engineering and consulting. We believe research and development in eco-engineering applications will help us gain an unparallel advantage in business development. As our business expands, we plan to hire internal consultants or work with research firms or universities to strengthen our research and development. These internal consultants will work closely with our management and external consultants to identify the needs of our existing and potential clients and provide research advice and technological support. We believe this will help us differentiate ourselves among other project consulting and management firms by expanding and deepening our services. We intend to develop the ECHOO brand name into an eco-property standard in the next five years.
 
Continue to seek large scale landscaping projects in public infrastructure and city development. We intend to continue to focus on large scale landscaping projects and leverage our existing channels, networks, track record and reputation to drive additional sales and extend our reach to other contractors. We believe the PRC government policy and funding in public infrastructure, city development and environmental conservation and protection will generate substantial demand for landscaping.
 
Business Advantages
 
We believe that the following sets forth some of the advantages we have over our competitors:
 
  
We believe we have a track record in landscaping and real property renovations in the region which enable us to secure existing clients and expand our future network.
 
●  
We believe that we have market acumen in the application of eco-engineering concepts in, which together with our PRC experience, enable us to target the green hotel industry as one of our core growth objectives.
 
  
We have an experienced management team with a long-term commitment to the green industry and are dedicated to promote eco-engineering concepts and applications to develop ECHOO into an industry standard.
 
  
We have a professional management team that is dedicated to research and development to improve our professional expertise. We aim to adopt international industry guidelines and standards, such as the Leadership in Energy and Environmental Design (LEED) in the US, to ensure quality standards.
 
 
Greenery Construction Consulting
 
Our Greenery Construction Consulting services have mainly been applied to outdoor public spaces. Our entire client base is currently comprised of governmental contractors. We offer our clients comprehensive services spanning from site assessment, planning and design, installation and construction, performance control and maintenance. We provide services to a wide scope of projects ranging from parks, playgrounds, botanical gardens, greenways, walkways and paths, and indoor spaces.

Our consulting model is mainly divided into four components:
 
●  
Project overview and site assessment. We work with external consultants to develop an understanding of project requirements and perform initial site assessments. A thorough environmental and ecological assessment includes analysis of terrains, hydrology, soil quality and composition, sunlight exposure, wind direction, electricity, water mains, pest and insect conditions, and municipal legal and regulatory requirements. Through this process, we gain a thorough understanding of the landscape conditions and gather data for site design and planning.
 
●  
Design and planning. Based on initial site assessment results, our external consultants formulate detailed development plans which include natural, living and structural elements. This includes tree and plantation selection, floral arrangement, seedling selection, habitat planning, electricity and hydro system design, irrigation system selection, habitat planning, recreation planning and structural element design. The development plans would be confirmed with our clients and incorporate any changes and amendments prior to implementation.
 
●  
Installation and construction. Based on the project requirements, we work with external consultants to decide whether to directly implement or outsource the installation and construction process to a selected group of specialists and workers. The process typically includes lawn planting, tree installation, shrubs and flower bed planting, installation of electricity and irrigation systems, shaping of grounds and slopes, weed control fabric installation and structural elements such as fountains, terraces, walkways, ponds and raised beds.
 
  
Performance benchmarking, assessment and maintenance. We work with external consultants to develop performance benchmarks and future maintenance plans with clients upon project completion. We perform periodic site performance and quality assessments based on our clients’ requirements. Our maintenance services, which is provided through our external consultants and subcontracted labor, typically includes soil quality analysis and renovation, root evaluation, plantation disease and strength analysis, pruning, pest control, weed control, floral treatments, earth surface treatment and restoration, maintenance and reconstruction of structural elements. Further to performing maintenance on existing elements, our consultants also recommend structural upgrades and development ideas to our clients through providing periodic services.
 
Eco-friendly Property Consulting & Development
 
We provide our Eco-friendly Property Consulting and Development to hotels and convert them into ECHOO hotels. We identify and approach unprofitable hotels that are scalable and located in areas that we believe have potential for growth. We entered into two separate seven-year revenue sharing agreements with two hotels in 2006 and one seven-year revenue sharing agreement with another hotel in 2010. All three hotels are owned by Mr. Qing Chen Dai, uncle of Mr. Chi Yip Tai, our President and CEO.

The managers we employ work with consultants to provide design and appearance advice that emphasize a simplistic and minimalistic living style. We combine natural and cultural elements with modern design to create a healthy and sustainable environment. This design and appearance upgrade process includes design concept applications, space rearrangement, color and theme adjustments, decoration and plantation installation, and structural modifications. We subcontract all labor necessary to implement our design plan.

 
ECHOO hotels operate under a green operation and management model by combining natural elements with modern design to minimize the ecological impact of hotel operations, reduce energy costs and preserve the natural environment. The managers we employ work with external consultants to conduct site assessments and surveys to collect data and recommend operational practices and equipment advice. The analyses typically focus in energy saving, water saving, waste reduction and carbon reduction:
 
 
●  
Site assessment and survey. We work with external consultants to conduct a thorough assessment in different areas including lighting systems, windows, heating and cooling systems, air distribution systems, laundry facilities, kitchen equipments, hallways and corridors, pools, washrooms, meeting rooms, exercise rooms, lounges, restaurants, rooftops, sunlight exposure, and surroundings. We also analyze operational practices including lighting management, temperature management, water and other resource utilization practices. We analyze collected data and recommend consulting advice to reduce operating costs.
 
●  
Energy saving. We work with external consultants to recommend energy saving practices which covers lighting management, indoor temperature controls, housekeeping practices, kitchen and laundry management and pools and facilities management. We recommend equipment changes based on energy efficiency and spans from lighting selection to heating and cooling systems to kitchen and laundry equipments. We also recommend other interior and exterior changes such as plantation installation in high sunlight intensity areas, attic heat resistance and rooftop gardening and repainting.
 
●  
Water saving. We work with external consultants to optimize water usage practices in kitchens, laundries, pools, washrooms and other high water usage areas. We also recommend water saving equipments such as low-flow showerheads, dual-button toilet systems and water efficient dishwashers.
 
●  
Waste reduction. We work with external consultants to recommend waste reduction practices which include limiting usage of one-time toiletries, supplies and overly packaged products. We also encourage recycling of recyclable and reusable wastes.
 
●  
Carbon reduction. We work with external consultants to aim to create a carbon neutral environment through different changes such as ceiling fan installations, natural heating and cooling systems and indoor tree plantation.
 
Greenery Maintenance Consulting
 
During the first quarter of our current fiscal year, management elected to focus company resources on growing the Greenery Construction Consulting and Eco-friendly Property Consulting and Development business segments but devoted no resources to the operations of the Greenery Maintenance Consulting business segment since profit margins were not expected to be as high as those expected to be generated in the other business segments. Management continues to look for profitable opportunities within the Greenery Maintenance Consulting business and may pursue such additional opportunities during the fiscal year ending June 30, 2011, at a time when the Company expects margins to improve.
 
We  offered Greenery Maintenance Consulting services to the same group of government contractors for Greenery Construction Consulting as for Greenery Maintenance Consulting projects. The managers we employed conducted site reviews and develop maintenance plans with our clients who outlined all assessment criteria and performance targets. As the consultant, we act as the site supervisor and selected subcontractors to execute the maintenance work. We performed periodic performance and quality assessments to ensure the sites were maintained appropriately. The maintenance plans typically included soil quality analysis and renovation, root evaluation, plantation disease and strength analysis, pruning, pest control, weed control, floral treatments, earth surface treatment and restoration, maintenance and reconstruction of structural elements. In addition to performing maintenance on existing elements, we recommended structural upgrades and development ideas to our clients.
 
Customers
 
Greenery Construction Consulting
 
We obtain our Greenery Construction Consulting projects from government contractors. From our inception to the date hereof, we have completed over fifty projects, including small to large scale private and government projects. Currently, we have one ongoing large-scale greenery construction consulting project for Dongguan Garden Project, Co and no maintenance projects. The scope of our projects often spans from site assessment, design, implementation and maintenance services. However, due to their lack of profitability, we have decided not to pursue any maintenance projects at this time. For the three months ended September 30, 2010, we completed four Greenery Construction Consulting projects for Dongguan Garden Project, Co. which generated revenue of $2,008,588 and no maintenance contracts. For the twelve months ended June 30, 2010, we completed eight construction projects and ten maintenance projects, which generated $8,462,096 and $1,944,822 of segment revenues, respectively. For the twelve months ended June 30, 2010, our top three customers are Fu Jian Heng Li Construction Group Limited, Dongguan Garden Project Co. and Zhe Jiang Hong Xin Garden Art Limited, accounting for 24.6%, 19.7% and 14.0% of our total revenue, respectively.
 
Eco-friendly Property Consulting & Development
 
As we begin a new eco-property project, we enter into an Investment Negotiation Memorandum with our customer.  This memorandum is a letter of intent whereby we agree to enter into negotiations to provide environmental design consulting and planning and investment in real properties.
 
We have provided our Eco-friendly Property Consulting and Development services and converted three hotels into ECHOO hotels. We have signed three separate seven-year term revenue-sharing consulting agreements to receive 35%, 35% and 20% of the hotel revenues with a guaranteed monthly minimum of approximately $43,924, $43,924, and $14,641 through June 2013, June 2013, and April 2017 as consulting fees from the Carnival City Hotel, the Health City Hotel and Yu Zu Tang Hotel, respectively. These agreements were executed by Chip Yi Tai, on behalf of Glorious Pie and Quing Chon Tai, as the lease owner of each of the hotels. A copy of the Hotel Consulting Agreement with Carnival City Hotel, Kangcheng Health City Hotel and Yu Zu Tang Hotel is attached hereto as Exhibits 10.5, 10.6 and 10.7, respectively. The consulting fee shall be paid monthly within 5 days after the hotels’ monthly revenues are booked.  The hotels are obligated to keep full and accurate books and records which shall be available to us and our agents for inspects and audits. Although our clients or the hotel managers are responsible for all operating expenses and capital expenditures, we also invest into new equipments in these hotels on an ad-hoc basis as deemed necessary from a consulting and financial perspective. We believe these ongoing voluntary investments at financially suitable amounts could help generate higher revenues and ultimately benefit us. As of the date hereof, we are also in negotiation with six additional ECHOO hotel targets. Our customers mainly consist of short- and medium-term business travelers and local business professionals.
  
 
Sales & Marketing
 
We obtain our landscaping consulting and services projects from nine different government contractors. We have signed an Agreement for Greenery Consulting and a Trading Agreement for Materials with each of the government contractors.  A copy of the form of Agreement for Greenery Consulting is attached hereto as Exhibit 10.2 and a copy of the form of Trading Agreement for Materials is attached hereto as Exhibit 10.3. Currently we have three contracts in place which relate to purchasing materials from suppliers and selling them to customers at a profit, as described by the form of Trading Agreement for Materials (Exhibit 10.3). We are no longer in the business of generating income from selling our inventory at a mark up. For the year ending June 30, 2008, approximately $420,594 of income was generated from selling inventory at a mark-up. We discontinued this line of business in April 2008. We purchase all the materials necessary to complete a project from one of our suppliers. All materials are subject to inspection. Any materials not acceptable to us must be replaced by our supplier, as evidenced by provision 5.1 of Exhibit 10.3. The cost of materials attributable to a project is passed to the client without any mark up. We also obtain a small proportion of our projects from other contractors. These contractors are based in Guangdong and other provinces in China. We submit proposal bids to our contractors which in turn bid for government and private landscaping projects.
 
Our management identifies unprofitable and financially distressed hotels that can potentially be converted into ECHOO hotels. We mainly target hotels that have scalable structures and are located in visible and high traffic areas. We enter into multi-stage discussions with these hotel owners and offer them a turnaround opportunity through a future revenue-sharing fee model. Our managers work with the hotel owners throughout the ECHOO hotel conversion process from initial site assessment to identifying areas of improvement to development of green practices and other changes.
 
Our marketing strategy is focused on building our company as a leader in eco-engineering that specializes in landscaping and eco-friendly property development. We execute our strategy by attempting to further improve our reputation in landscaping consulting and developing our ‘ECHOO’ brand in eco-friendly property consulting. At present, our management is comprised of internal consultants having over four years of sales and marketing experience in China who are responsible for marketing our services through regional channels and industry events. We also leverage cross-selling opportunities between our three business segments. In the future, we plan to hire professional marketing and public relations staff and external agencies to increase awareness of our ‘ECHOO’ brand within the property industry and the public. We intend to allocate resources on regional exhibitions, conferences, educational events, competitions and awards to broaden our brand exposure.
 
Research & Development
 
We focus our research and development efforts on eco-friendly property development and management. We believe continued research and development is of critical importance to maintaining the quality of our consulting service and the offering of advanced techniques and equipment advice to our existing and potential clients. We work with external consultants to select suitable tools, equipment and design management practices for eco-friendly property site planning, energy saving, water saving, waste reduction and carbon reduction. We emphasize the application of international green building development and management practices in ECHOO hotels. In the past, all our consultants contribute to research and development and have different areas of specialization. In the future, we plan to hire an internal research and development team, or work with research firms or universities to strengthen our research and development of advanced eco-engineering and eco-friendly property solutions.
 
Government Regulations
 
Government Regulations Relating to Taxation
 
On March 16, 2007, the National People’s Congress or NPC, approved and promulgated the PRC Enterprise Income Tax Law , which we refer to as the New EIT Law. The New EIT Law took effect on January 1, 2008. Under the New EIT Law, Foreign Investment Enterprises (“FIE”) and domestic companies are subject to a uniform tax rate of 25%. The New EIT Law provides a five-year transition period starting from its effective date for those enterprises which were established before the promulgation date of the New EIT Law and which were entitled to a preferential lower tax rate under the then-effective tax laws or regulations.
 
On December 26, 2007, the State Council issued a Notice on Implementing Transitional Measures for Enterprise Income Tax , or the Notice, providing that the enterprises that have been approved to enjoy a low tax rate prior to the promulgation of the New EIT Law will be eligible for a five-year transition period since January 1, 2008, during which time the tax rate will be increased step by step to the 25% unified tax rate set out in the New EIT Law. From January 1, 2008, for the enterprises whose applicable tax rate was 15% before the promulgation of the New EIT Law , the tax rate will be increased to 18% for year 2008, 20% for year 2009, 22% for year 2010, 24% for year 2011, 25% for year 2012. For the enterprises whose applicable tax rate was 24%, the tax rate will be changed to 25% from January 1, 2008.
 
The New EIT Law and Implementation Rules of the New EIT Law provide that an income tax rate of 10% may be applicable to dividends payable to non-PRC investors that are “non-resident enterprises”, which (i) do not have an establishment or place of business in the PRC, or (ii) have such establishment or place of business in the PRC but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. The income tax for non-resident enterprises shall be subject to withholding at the income source, with the payor acting as the obligatory withholder under the New EIT Law, and therefor such income taxes generally called withholding tax in practice. It is currently unclear in what circumstances a source will be considered as located within the PRC. We are a U.S. holding company and substantially all of our income is derived from dividends we receive from our subsidiaries located in the PRC. Thus, if we are considered as a “non-resident enterprise” under the New EIT Law and the dividends paid to us by our subsidiary in the PRC are considered income sourced within the PRC, such dividends may be subject to a 10% withholding tax.
 
Earn Bright Development Limited is subjected to PRC tax law. The Management of Earn Bright Limited considered that the Company did operate in PRC and is subject to PRC tax since January 2, 2009 after the termination of tax exemption. As our business is operated through Earn Bright under the Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA), we are subject to 5% of business tax and 7% of profit tax. Business tax is subjected to 5% charge on turnover generated from specific types of greenery and hotel management services rendered which meet the taxable requirement under the province government registration.
 
 
 
Employees
 
As of September 30, 2010, we had a total of 8 full time employees including 3 in executive management & corporate development, 2 in project coordination, 2 in general and administrative support, and 1 in accounting.
 
DESCRIPTION OF PROPERTY
 
Our executive office is located at Room 3601, The Centre, 99 Queen’s Road, Central, Hong Kong.
 
In addition, we also have a correspondence office at 271 Zhen An Zhong Road, Chang An District, Dongguan City, Guangdong, People’s Republic of China.
 
LEGAL PROCEEDINGS
 
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
 
MANAGEMENT
 
Executive Officers and Directors
 
Our executive officer’s and director’s and their respective ages as of February 1, 2011 are as follows:
 
Name
 
Age
 
Position
Chi Yip Tai
 
28
 
President, Chief Executive Officer, Treasurer, Secretary and Director  
Wei Guo Wang
 
59
 
Chief Financial Officer and Director
Pak Fai Philip Wong
 
47
 
Chairman of Board of Directors
Chiu Lam Leung
 
52
 
Director and Member of the Audit Committee
Yue Kwan Hui
 
64
 
Director
Sound Poon Cheung
 
50
 
Director and Chairman of the Audit Committee
Wang Pan Wong
 
27
 
Director and Member of the Audit Committee
 
Chi Yip Tai, Director, Chief Executive Officer
 
Mr. Tai has been the Company’s President, Chief Executive Officer, Treasurer, Secretary and a director since August 14, 2009.   Mr. Tai founded Glorious Pie on June 12, 2006 and has since served as Chief Executive Officer. He brings to the Company, an extensive background in financial analysis and the ability to identify service contracts which the Company can benefit from. He is primarily in charge of day-to-day corporate strategy, corporate planning and overall management of the Company. Currently, Mr. Tai also serves as the sole director of Earn Bright Development Limited, our Hong Kong subsidiary, and JM Enigma International Group Limited, a Hong Kong company. Currently Mr. Tai is also the legal representative of Dongguan Jidi Chemical Co. Ltd., a company organized under the laws of the People’s Republic of China.
 
Prior to founding Glorious Pie, Mr. Tai worked as a financial analyst for Proctor & Gamble (P&G) between 2005 and 2006, responsible for conducting in-depth study on a wide range of financial products and making recommendations to the company. Between 2002 and 2003, Mr. Tai worked as a financial analyst for HSBC, responsible for analyzing financial market date and providing investment recommendations and advice to the bank’s investment department.
 
Mr. Tai graduated from Hong Kong University of Science and Technology with a bachelor’s degree in Economics and Finance in 2005.
 
Wei Guo Wang, Chief Financial Officer and Director
 
Mr. Wang has over 27 years of working experience, holding senior management positions in a number of public companies in China. He was appointed as the Company’s Chief Financial Officer on June 7, 2010, bringing along significant experience in overseeing the financial reporting process in Chinese businesses.
 
Prior to joining the Company, Mr. Wang has been the managing director of Shanghai Zun Cheng Economic Development Co., Ltd. since 2004, where his responsibilities include management supervision, business strategy development and corporate advisory.   Between 1999 and 2004, Mr. Wang served as the General Manager of Shanghai Worldbest Co., Ltd., ShangHai Worldbest Economic Development Co., Ltd., and ShangHai Worldbest International Trade Co., Ltd., where he was responsible for overseeing all business functions including operations, accounting, marketing and human resources.   Between 1992 and 1999, Mr. Wang was the Deputy General Manager of Shanghai Lian Hua Fibre Corporation, where he was responsible for operations management and business development.   
 
Mr. Wang received his B.A. from the Textile Industrial Engineering School, Tong Hua University.
 
There are no family relationships between Mr. Wang and any director, executive officer, or person nominated or chosen to become a director or executive officer of the Company.
 
 
Pak Fai Philip Wong, Chairman
 
Mr. Wong has over 22 years of experience in business development both in China and Hong Kong and acts as managing directors of several companies.   He was appointed as Chairman of the Company on June 7, 2010, bringing along solid experience in business development to help the Company expand its operations in China.
 
Since 1988, Mr. Wong has been the Managing Director of the Centre Jade & Carving Co., where his responsibilities include marketing, corporate development and operations management.  Since 1989, Mr. Wong has been the Managing Director of Silver Dynamic Property Ltd., where he is responsible for strategic advisory and business development.  Since 1990, Mr. Wong has been the Managing Director of JIMEI Centre Jade & Jewelry Shop where his responsibilities include marketing, relationship management, business development and management.
 
In addition to the foregoing work experience, Mr. Wong has been active in numerous civil service positions for over 20 years.  Since 1989, Mr. Wong has served as the Permanent Honorary President of Jadeware Traders Industry & Commerce Association Limited.  Since 1990, Mr. Wong has served as the Honorary Adviser to the Care of Rehabilitated Offenders Association and the Hong Kong Police Football Club.  Since 1992, Mr. Wong has served as the Honorary Adviser to the Chinese Civil Servants Association.  Further, in 1995 Mr. Wong was appointed as the Vice President to the Hong Kong New Territories Commercial and Industrial General Association Limited.  Mr. Wong is a Ph.D candidate of Economics and Business Administration from Pacific States University, Los Angeles, California.
 
Chiu Lam Leung, Director and Member of the Audit Committee
 
Mr. Leung has over 23 years of experience in the legal profession and has legal qualifications in both England and Australia. He was appointed as Director and Member of the Audit Committee of the Company on June 7, 2010. Mr. Leung’s legal expertise and extensive experience in business lawsuits can help the Company identify potential audit and legal issues.
 
Since 1994, Mr. Leung has worked in private practice as a barrister at law. From 1986 through 1994, Mr. Leung was the Crown Counsel and Senior Crown Counsel in the Legal Department of the Hong Kong Government.  In this capacity, Mr. Leung’s responsibilities included providing legal advice to various government departments; conducting prosecutions on behalf of the Secretary for Justice in all criminal trials and representing the Secretary for Justice in criminal appeals.    Mr. Leung also serves as Legal Consultant to the Hong Kong Chinese Civil Servants’ Association.
 
In 1982, Mr. Leung received his Bachelor of Laws from the University of Buckingham in Hong Kong.  In addition, Mr. Leung received his Postgraduate degree in Laws and Practice from the City University in London, England.
 
Yue Kwan Hui, Director
 
Since 2000, Mr. Hui is the current Chairman of Hill and Associates, a wholly owned subsidiary of Hill and Associates. Hill and Associates is a multi-national risk management and security consulting headquartered in Hong Kong with over 500 permanent employees operating in over 17 countries.
 
Mr. Hui was appointed as Director of the Company on June 7, 2010. His experience in risk management and international security will help the Company identify potential issues and threats when conducting business in China.
 
From 1967 through 1992, Mr. Hui served in the Royal Hong Kong Police Force and has a wide range of experience in criminal investigation, protective security, court prosecution and counter terrorist operations.   From 1986 until 1992, Mr. Hui served as a Senior Superintendent responsible for internal security matters.  In 1994, Mr. Hui entered the private sector and was a founding member of Q-Tec Investigation, a private investigation and guarding company in North America which specialized in fraud and intellectual property rights infringement investigations.  In addition, from 1994 until 1996, Mr. Hui served as President of the Toronto Cathy Lions Club and as a member of both the American Society for Industrial Security and the UK Lock Smith Association.  
 
In 1994, Mr. Hui received his MS Security and Risk Management from the University of Leicester in the United Kingdom.  In 1974 Mr. Hui received his diploma in the Overseas Police Command Course from the Metropolitan Police in the United Kingdom.
 
Wang Pan Wong, Director and Member of the Audit Committee
 
Mr. Wang Pan Wong has 5 years of experience in property development and trading business. Mr. Wong was appointed as Director and Member of the Audit Committee on June 7, 2010, bringing along solid experience in overseeing business and accounting operations in Chinese and Hong Kong businesses. Since 2006, Mr. Wong has served as the general manager of Hung Cheong Investment Limited, a real estate development company in China.  In addition, Mr. Wong founded Asia Ace Households Limited in 2008, a trading company which imports and exports gifts and home decors to Canada, Europe and Australia, and has since served as the managing director.
 
Mr. Wong obtained his bachelor degree in Commerce Specialist from the University of Toronto in 2005.
 
 
Sound Poon Cheung, Director and Chairman of the Audit Committee
 
Mr. Cheung has over 30 years of experience in the finance and accounting. He was appointed as Director and Chairman of the Audit Committee of the Company on June 7, 2010, bringing along in-depth experience in accounting and auditing in public companies. Mr. Cheung joined Chui & Kwok & Co. (CPA) in September 1993 and is currently Senior Audit Manager of the firm. From June 1987 to August 1993 he worked as Audit Manager at Marshall S.H. Mar & Co. (CPA). From June 1979 until May 1987, he worked as Senior Auditor at Gary W.K. Yam & Co., a CPA accounting firm.
 
He was also an Independent Non-Executive Director & Chairman of the Audit Committee of Century Sunshine Ecological Technology Holdings Ltd., a Hong Kong listed company, between February 2004 and June 2007.
 
Employment Agreements
 
Employment Agreement Chi Yip Tai
 
On June 7, 2010, we entered into an employment agreement with Mr. Chi Yip Tai, our Chief Executive Officer, for an initial employment term which commenced on June 7, 2010 and will expire on December 31, 2010. Such initial employment term may be automatically extended for an additional one-year period unless either the Company or Mr. Tai elects not to extend the employment term in a 30-day advance written notice.  Pursuant to the employment agreement, we agreed to pay Mr. Tai (i) a base salary of $50,000 payable in equal monthly installments, (ii) an annual bonus in such amount, if any, as determined in the sole discretion of the Board up to a maximum of 100% of Mr. Tai’s base salary, and (iii) other compensations under our incentive compensation plans or programs. In addition, Mr. Tai shall be entitled to (i) participating in our executive benefit plan, (ii) annual paid vacation of no less than three (3) weeks per calendar year, (iii) reimbursement of all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties under the employment agreement, and (iv) an automobile allowance of $1,000 per month.
 
Mr. Tai’s employment agreement with us is attached as Exhibit 10.1 to the Current Report on Form 8-K filed on June 9, 2010 and is incorporated herein by reference.
 
Employment Agreement with Wei Guo Wang
 
On June 7, 2010, Mr. Wang entered into an employment agreement with us for an initial employment term which commenced on June 7, 2010 and will expire on December 31, 2010. Such initial term may be automatically extended for an additional one-year period unless either the Company or Mr. Wang elects not to extend the employment agreement in a 30-day advance written notice.  Pursuant to the employment agreement, we agreed to pay Mr. Wang, among others, (i) a base salary of $20,000 payable in equal monthly installments, (ii) an annual bonus in such amount, if any, as determined in the sole discretion of the Board up to a maximum of 100% of Mr. Wang’s base salary, and (iii) other compensations under our incentive compensation plans or programs. In addition, Mr. Wang shall also be entitled to (i) participating in our executive benefit plan, (ii) annual paid vacation of no less than three (3) weeks per calendar year, (iii) reimbursement of all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties under the employment agreement, and (iv) an automobile allowance of $1,000 per month.
 
Mr. Wang’s employment agreement is attached as Exhibit 10.2 to the Current Report on Form 8-K filed on June 9, 2010 and is incorporated herein by reference.
 
Family Relationships
 
None.
 
Involvement in Certain Legal Proceedings
 
There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past ten years.
 
The Company is not aware of any legal proceedings in which any director, nominee, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, nominee, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
 
Director Independence
 
Our board of directors is currently composed of seven (7) members. Chiu Lam Leung, Yue Kwan Hui, Sound Poon Cheung, and Wang Pan Wong qualify as independent directors in accordance with the published listing requirements of the NASDAQ Capital Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as further required by NASDAQ rules, our board of directors has made an affirmative determination as to each independent director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management. Our directors hold office until their successors have been elected and qualified or their earlier death, resignation or removal.
 
 
 
There were no transactions during the last two years, or proposed transactions, to which we were or are to be a party, in which the newly appointed officers or directors had or is to have a direct or indirect material interest, except that we issued (i) to Mr. Wei Guo Wang, our Chief Financial Officer and director a total of 6,250 shares of our common stock at $3.00 per share, and (ii) to Mr. Pak Fai Philip Wong a total of 312,500 shares of our common stock at $3.00 per share, in our private placement closed in August 2009 in reliance upon Regulation S promulgated under Section 4 of the Securities Act of 1933, as amended.
 
Committees of the Board of Directors
 
Audit Committee
 
Our board of directors has a standing audit committee which carries out its responsibilities pursuant to the audit committee written charters, which are available on our website at www.chinagreeninc.com .
 
The Audit Committee is comprised of Sound Poon Cheung, Chiu Lan Leung and Wang Pan Wong. Each member of the Audit Committee is independent, as defined in the listing standards of The NASDAQ Stock Market, Inc.  The Audit Committee assists the board of directors in overseeing (i) our accounting and financial reporting processes and principles, (ii) our disclosure controls and procedures and internal control over financial reporting designed to promote compliance with generally accepted accounting principles and applicable laws and regulations, (iii) the preparation, presentation and integrity of our financial statements, and (iv) the administration of an audit our annual financial statements by our independent auditor in accordance with generally accepted accounting standards.  The board of directors has determined that Mr. Sound Poon Cheung qualifies as an Audit Committee Financial Expert under applicable rules of the Commission and satisfies the financial literacy and experience requirements under the applicable Nasdaq standards.
 
Strategic Advisory Committee
 
We currently have two members on the Strategic Advisory Committee Mr. Chip Tso and Mr. Chengli Hu were introduced to the Company by our chairman and were appointed to serve on the committee by our CEO. As chairman of the Strategic Advisory Committee, Mr.Tso  reports directly to the CEO of the Company. The purpose of the committee is to advise the CEO on potential business opportunities related to the Company’s mission of providing eco-friendly project consulting services that the Company should consider. The committee provides advice to the management in the areas of business development, industry trends, policy and regulatory changes and help broaden the company's exposure and contacts in the industry across the PRC. Currently the committee does not conduct scheduled meetings, as the two members maintain continuous open lines of communication. As more members are appointed to the committee, we expect quarterly meetings to be held with all committee members in the future. There are no service contracts or employment agreements in place with these members as of today nor are there business connections between the company and the members.
 
Mr. Tso Chip, age 51, is a columnist and media professional in Hong Kong. Mr. Tso writes articles for various subjects include social problems, politics, news, arts, and gender relationships. Currently, Mr. Tso is a columnist on Apple Daily, a press in Hong Kong, and hosts a night program on a local television network. He also works as a host for ATV, a television channel in Hong Kong, since October, 2007. Mr. Tso holds a bachelor degree from the United Kingdom.
 
Mr. Hu Chengli, age 54, graduated from Tianjin Textile Industrial College in 1979, majoring in textile automation. From 1979 to 1982, he was engaged in the research and development in the Tianjin Textile R&D Centre. From 1985 to 1992, he acted as the department chief and deputy head in the research & development department, news and information center and secretarial department of Tianjin Committee Office. From 1992 to 1999, he acted as the deputy head and head of the Liaison Office of The Central People’s Government in the Hong Kong Special Administrative Region (formerly known as Xinhua News Agency, Hong Kong Branch). From 1999 to 2002, he acted as the chief of Second Administrative Division of Tianjin Committee Office. In 1985, he completed professional course in business management in Tianjin Administration College and completed a postgraduate course of theory in set-up of the party at School of Tianjin Committee of the Communist Party in 2001. He obtained a master degree in business administration from the National University of South Australia in 2003. From July 2006 until May 2009, Mr. Hu was an Executive Director of Tianjin Development Holdings Limited. Mr. Hu has solid experience in administration and management for over 20 years.
 
Code of Ethics
 
On August 13, 2009, our board of directors adopted a Code of Ethics applicable to all directors, officers and employees.
 
 
 
37

 
 
EXECUTIVE COMPENSATION
 
On June 7, 2010, the Board approved the adoption of the independent director oversight of Executive Officer compensation.  Pursuant to NASDAQ Rule 5605(d), all matters regarding executive officer compensation shall be submitted for approval or recommendation by a majority of the independent directors. The aforementioned resolution is discussed in the Current Report on Form 8-K filed on June 9, 2010. No member of the board of directors who is not independent has any input with regard to matters relating to executive officer compensation.
 
Summary Compensation Table
 
The following table shows for the periods ended June 30, 2010, and 2009, compensation awarded to or paid to, or earned by, the named executive officers.
 
Name
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)
 
Option
Awards
($)
 
Non-Equity
Incentive Plan
Compensation
($)
 
Nonqualified
Deferred
Compensation
Earnings
($)
 
All Other
Compensation
($)
 
Total
($)
 
Chi Yip Tai
 
2010
 
$
50,000(1)
                       
0
 
$
50,000(1)
 
Chief Executive Officer  
2009
   
50,000(2)
                       
0
   
50,000(2)
 
(Appointed August 14, 2009) ( 3 )                                            
                                               
Wong Wa Kei Anthony
 
2010
   
N/A 
     
$
381,249( 5 )
               
0
 
$
381,249 (5)
 
Chief Executive Officer ( 4 )  
2009
   
0
                         
0
   
0
 
                                               
Wei Guo Wang
 
2010
 
$
1,315.07
                         
0
 
$
1,315.07
 
Chief Financial Officer                                              
                                               
Philip Pak Fai Wong,
 
2009
           
$
937,500( 6 )
               
0
 
$
937,500
 
 
(1)  Of the total compensation earned equal to $50k, $3,279 was paid to Yip Chi Tai and $46,379 was considered additional paid in capital at June 30, 2010.
(2)  Compensation earned was invested into business and was considered additional paid in capital at June 30, 2009.
(3)  Resigned as Chief Financial Officer effective June 7, 2010.
(4)  Resigned as the Chief Executive Officer effective as of August 14, 2009.
( 5 )  Computed as 127,083 sharesat $3.00 per share.
( 6 )  Computed as 312,500 shares at $3.00 per share.
 
Grants of Plan-Based Awards in 2010
 
As of the date hereof, we have not granted any plan-based awards.
 
Outstanding Equity Awards at 2010 Fiscal Year End
 
There were no options exercised or options outstanding in 2010.
 
Option Exercises and Stock Vested in Fiscal 2010
 
There were no options exercised or stock vested in 2010.
 
Pension Benefits
 
There were no pension benefit plans in effect in 2010.
 
 
 
38

 
 
Employment Contracts, Termination of Employment, Change-in-Control Arrangements
 
Employment Agreement Chi Yip Tai
 
On June 7, 2010, we entered into an employment agreement with Mr. Chi Yip Tai, our Chief Executive Officer, for an initial employment term commenced on June 7, 2010 and expiring on December 31, 2010. Such initial employment term may be automatically extended for an additional one-year period unless either the Company or Mr. Tai elects not to extend the employment term in a 30-day advance written notice.  Pursuant to the employment agreement, we agree to pay Mr. Tai, among others, (i) a base salary of $50,000 payable in equal monthly installments, (ii) an annual bonus in such amount, if any, as determined in the sole discretion of the Board up to a maximum of 100% of Mr. Tai’s base salary, and (iii) other compensations under our incentive compensation plans or programs. In addition, Mr. Tai shall also be entitled to (i) participating in our executive benefit plan, (ii) annual paid vacation of no less than three (3) weeks per calendar year, (iii) reimbursement of all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties under the employment agreement, and (iv) an automobile allowance of $1,000 per month.
 
Employment Agreement with Wei Guo Wang
 
On June 7, 2010, Mr. Wang entered into an employment agreement with us for an initial employment term which commenced on June 7, 2010 and will expire on December 31, 2010. Such initial term may be automatically extended for an additional one-year period unless either the Company or Mr. Wang elects not to extend the employment agreement in a 30-day advance written notice.  Pursuant to the employment agreement, we agreed to pay Mr. Wang, (i) a base salary of $20,000 payable in equal monthly installments, (ii) an annual bonus in such amount, if any, as determined in the sole discretion of the Board up to a maximum of 100% of Mr. Wang’s base salary, and (iii) other compensations under our incentive compensation plans or programs. In addition, Mr. Wang shall also be entitled to (i) participating in our executive benefit plan, (ii) annual paid vacation of no less than three (3) weeks per calendar year, (iii) reimbursement of all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties under the employment agreement, and (iv) an automobile allowance of $1,000 per month.
 
Director Compensation
 
The following table shows information regarding the compensation earned during the fiscal year ended June 30, 2010 and 2009 by members of the board of directors.
 
Name 
 
Fees Earned
or Paid in
Cash 
($)
 
Stock
Awards 
($)
   
Option 
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Change in Pension Value
and Nonqualified
Deferred Compensation
Earnings
   
All Other
Compensation
($)
 
Total
($)
Chi Yip Tai
 
0
   
-
     
-
     
-
     
-
     
-
 
0
                                               
Wa Kei Anthony Wong(1)
 
0
   
-
     
-
     
-
     
-
     
-
 
0
 
Wei Guo Wang(2)
 
0
   
-
     
-
     
-
     
-
     
-
 
0
 
Pak Fai Philip Wong
 
0
   
-
     
-
     
-
     
-
     
-
 
0
 
Chiu Lam Leung
 
0
   
-
     
-
     
-
     
-
     
-
 
0
 
Yue Kwan Hui
 
0
   
-
     
-
     
-
     
-
     
-
 
0
 
Sound Poon Cheung
 
0
   
-
     
-
     
-
     
-
     
-
 
0
 
Wang Pan Wong
 
0
   
-
     
-
     
-
     
-
     
-
 
0
 
(1)  
Mr. Wa Kei Anthony Wong resigned as a director of the Company in August 2009.
(2)  
Appointed Chief Financial Officer on June 7, 2010.
 
We do not currently have an established policy to provide compensation to members of our Board of Directors for services rendered in that capacity.  We plan to develop such a policy in the near future.
 
 
Indemnifications of Directors and Executive Officers and Limitations of Liability
 
Under Section 145 of the General Corporation Law of the State of Delaware, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Our certificate of incorporation provides that, pursuant to Delaware law, our directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty of care to us and our stockholders. This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.
 
Our bylaws provide for the indemnification of our directors to the fullest extent permitted by the Delaware General Corporation Law. Our bylaws further provide that our Board of Directors has discretion to indemnify our officers and other employees. We are required to advance, prior to the final disposition of any proceeding, promptly on request, all expenses incurred by any director or executive officer in connection with that proceeding on receipt of an undertaking by or on behalf of that director or executive officer to repay those amounts if it should be determined ultimately that he or she is not entitled to be indemnified under the bylaws or otherwise. We are not, however, required to advance any expenses in connection with any proceeding if a determination is reasonably and promptly made by our Board of Directors by a majority vote of a quorum of disinterested Board members that (i) the party seeking an advance acted in bad faith or deliberately breached his or her duty to us or our stockholders and (ii) as a result of such actions by the party seeking an advance, it is more likely than not that it will ultimately be determined that such party is not entitled to indemnification pursuant to the applicable sections of our bylaws.
 
We have been advised that in the opinion of the Securities and Exchange Commission, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
As of the date of the date hereof, we have not entered into any indemnification agreements with our directors or officers, but may choose to do so in the future. Such indemnification agreements may require us, among other things, to:
 
 
·
indemnify officers and directors against certain liabilities that may arise because of their status as officers or directors;
 
·
advance expenses, as incurred, to officers and directors in connection with a legal proceeding, subject to limited exceptions; or
 
·
obtain directors’ and officers’ insurance.
 
At present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth information regarding the beneficial ownership of our common stock as of February 1 , 2011 and as adjusted to reflect the sale of all of the shares registered in this offering, by:
 
·  
each person known to be the beneficial owner of 5% or more of our outstanding common stock;
·  
each executive officer;
·  
each director; and
·  
all of the executive officers and directors as a group.
 
Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or become exercisable within 60 days of the date of this prospectus are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
 
 
 
 
Name
 
Number of Shares Beneficially Owned
Before the Offering
 
Percent of Shares (1)
 
Number of Shares Beneficially Owned
After the Offering
 
Percent of Shares (2)
Chi Yip Tai
   
5,177,500
 
79.47%
 
5,177,500
 
65.42%
Wei Guo Wang (3)
   
6,250 
 
(4)
 
6,250
 
(4)
Pak Fai Philip Wong
   
312,500
 
4.80%
 
312,500
 
3.95%
                   
 Officers and Directors as a Group
   
5,496,250 
 
84.37% 
 
5,496,250
 
69.44%
 
(1) 
Percentage of ownership is based on 6,514,750 shares of common stock outstanding on October 13, 2010.
(2) 
Percentage of ownership assumes the sale of all 1,400,000 common shares being offered in the public offering and is based on 7,914,750 shares of common stock outstanding.
(3)
Shares of common stock purchased in the Regulation S Private Placement by Mr. Wei Guo Wang, who became the Company’s Chief Financial Officer subsequent to the closing of the Regulation S Private Placement on June 7, 2010.
(4)
Less than 1%.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
On August 13, 2009, we entered into a Share Exchange and Stock Purchase Agreement with Glorious Pie, Mr. Chi Yip Tai, and the representative of our investors. The Glorious Pie Shareholder and the Representative of our Investors was Tai Chi Yip due to his role as the CEO and director of the Company and the fiduciary duties inherent in these roles . At the closing of the share exchange and stock purchase (the “Share Exchange”), and pursuant to the terms of the Share Exchange and Stock Purchase Agreement, we acquired all of the issued and outstanding common stock of Glorious Pie from the Mr. Tai in exchange for our issuance of 5,177,500 common shares to the Glorious Pie Shareholder (the “Exchange Shares”). The Exchange Shares issued in reliance upon the exemption provided by Section 4(2) of the Securities Act, represent approximately 79.47% of our common stock issued and outstanding after the closing of the Share Exchange. Concurrently with the Share Exchange, we issued 166,000 shares of our common stock to 296 Investors who purchased our shares in the Regulation S Private Placement. The 166,000 common shares constitute 2.66% of our issued and outstanding common stock at the Closing. As a result of the Share Exchange, Glorious Pie became our wholly-owned subsidiary. Mr. Tai Chi Yip continued as CEO of the Company and became the CEO of its wholly owned subsidiary, Glorious Pie.
 
On August 12, 2009, we issued to Mr. Anthony Wong, our then President and Director, 127,083 shares of our common stock, at par value $0.00001 per share, as compensation for services that he rendered as our then President, Treasurer and Secretary.
 
On August 12, 2009, we issued to Mr. Pak Fai Phillip Wong , our director, a total of 312,5000 shares of our common stock, at par value $0.00001 per share, as compensation for services that he rendered to us.
 
We have provided our Eco-friendly Property Consulting and Development services and converted three hotels into ECHOO hotels. We have signed three separate seven-year term revenue-sharing consulting agreements to receive 35, 35% and 20% of the hotel revenues with a guaranteed monthly minimum of RMB 300,000, and RMB 100,000 or approximately USD 43,924, and USD 14,641 from the Carnival City Hotel, the Health City Hotel and Yu Zu Tang Hotel, respectively, through June 2013, June 2013 and April 2017, respectively as consulting fees. These agreements were executed by Chi Yip Tai, on behalf of Glorious Pie and Qing Chou Dai, on behalf of each of the hotels. Qing Chou Dai is the uncle of Chi Yip Tai. Mr. Qing Chou Dai is the financial investor of the hotels. He is not involved in the management of the day to day operations. He employs managers to oversee the operations of the businesses. The following table illustrates our various financial positions for each of the three hotels for the fiscal year ended June 30, 2010 and the three months ended September 30, 2010:
 
 
Hotel
 
Fiscal Year Ended June 30, 2009
   
Fiscal Year Ended June 30, 2010
   
Three Months Ended September 30, 2010
   
 
Revenue
   
 
Investments
 
Nature of Investment
   
Accounts Receivable
   
Deposits with hotel
   
Accounts Receivable
   
Deposits with hotel
   
Accounts Receivable
   
Deposits with hotel
   
Fiscal Year Ended June 30, 2009
   
Fiscal Year Ended June 30, 2010
   
Three Months Ended September 30, 2010
   
Fiscal Year Ended June 30, 2009
   
Fiscal Year Ended June 30, 2010
   
Three Months Ended September 30, 2010
   
Carnival City Hotel
  $ 338,954       -     $ 121,227       -     $ 149,215       -     $ 1,665,905       -       -     $ 11,136     $ 2,304,485     $ 2,304,485  
Furniture, electrical appliances and renovation accessories
Health City Hotel
  $ 183,159-       -       -       -     $ 14,749       -     $ 1,241,204       -       -     $ 0     $ 1,537,225     $ 1,537,225  
Furniture, electrical appliances and renovation accessories
Yu Zu Tang
  $ 0-       -       -       -     $ 32,728       -     $ 0       -       -     $ 0     $ 1,060,708     $ 1,060,708  
Furniture, electrical appliances and renovation accessories
 
 
DESCRIPTION OF SECURITIES
 
We are authorized to issue an aggregate of 600,000,000 shares of capital stock, of which 500,000,000 are shares of common stock, par value $0.00001 per share and 100,000,000 are shares of preferred stock, par value $0.00001 per share. As of the date of this prospectus, 6,514,750 shares of common stock and zero shares of preferred stock are issued and outstanding.
 
Common Stock
 
 
Holders of our common stock are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of our stockholders. The holders of shares of our Common Stock do not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of outstanding shares voting for the election of directors can elect all of our directors if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of our directors. Subject to preferences that may be applicable to any outstanding shares of Preferred Stock, holders of Common Stock are entitled to receive ratable rights to dividends from funds legally available therefore, if declared by our Board of Directors.    The holders of Common Stock do not have preemptive, subscription or conversion rights or redemption or sinking fund provisions and are entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon our liquidation, dissolution or winding up after the payment or provision for payment of all of our debts and obligations and after liquidation payments to holders of outstanding shares of Preferred Stock, if any.
 
Preferred Stock
 
Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of our common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that we will not do so in the future.
 
Options
 
As of the date of this prospectus, we do not have any options issued and outstanding.
 
Warrants
 
As of the date of this prospectus, we do not have any warrants issued and outstanding.
 
Market Price of Our Common Stock
 
The shares of our common stock are not currently listed or quoted for trading on any national securities exchange or national quotation system. On August 13, 2010, we applied for the listing of our common stock on the NASDAQ Capital Market. If and when our common stock is listed or quoted for trading, the price of our common stock will likely fluctuate in the future. The stock market in general has experienced extreme stock price fluctuations in the past few years. In some cases, these fluctuations have been unrelated to the operating performance of the affected companies. Many companies have experienced dramatic volatility in the market prices of their common stock. We believe that a number of factors, both within and outside our control, could cause the price of our common stock to fluctuate, perhaps substantially. Factors such as the following could have a significant adverse impact on the market price of our common stock:
 
 
our financial position and results of operations;
 
concern as to, or other evidence of, the reliability and safety of our products and services or our competitors’ products and services;
 
our ability to obtain additional financing and, if available, the terms and conditions of the financing;
 
announcements of innovations or new products or services by us or our competitors;
 
Federal and state regulatory actions and the impact of such requirements on our business;
 
development of litigation against us;
 
changes in estimates of our performance by any securities analysts;
 
issuance of new equity securities pursuant to a future offering or acquisition;
 
changes in interest rates;
 
competitive developments, including announcements by competitors of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
 
period-to-period fluctuations in our operating results;
 
investor perceptions of us; and
 
general economic and other national conditions.
 
Delaware Anti-Takeover Law and Charter Bylaws Provisions
 
We are subject to Section 203 of the Delaware General Corporation Law.  This provision generally prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date the stockholder became an interested stockholder, unless:
 
 
prior to such date, the Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
 
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
 
on or subsequent to such date, the business combination is approved by the Board of Directors and authorized at an annual meeting or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
 
 
 
Section 203 defines a business combination to include:
 
 
any merger or consolidation involving the corporation and the interested stockholder;
 
any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
 
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
 
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or
 
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
 
In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of a corporation, or an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of a corporation at any time within three years prior to the time of determination of interested stockholder status; and any entity or person affiliated with or controlling or controlled by such entity or person.
 
Our certificate of incorporation and bylaws contain provisions that could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control of our company, including changes a stockholder might consider favorable.  In particular, our certificate of incorporation and bylaws, as applicable, among other things, will:
 
 
provide our board of directors with the ability to alter our bylaws without stockholder approval;
 
provide for an advance notice procedure with regard to the nomination of candidates for election as directors and with regard to business to be brought before a meeting of stockholders; and
 
provide that vacancies on our board of directors may be filled by a majority of directors in office, although less than a quorum.
 
Such provisions may have the effect of discouraging a third-party from acquiring us, even if doing so would be beneficial to our stockholders.  These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by them, and to discourage some types of transactions that may involve an actual or threatened change in control of our company.  These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage some tactics that may be used in proxy fights.  We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company outweigh the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result in an improvement of their terms.
 
However, these provisions could have the effect of discouraging others from making tender offers for our shares that could result from actual or rumored takeover attempts.  These provisions also may have the effect of preventing changes in our management.
 
Transfer Agent
 
The transfer agent for our securities is Empire Stock Transfer, Inc. at 2470 Saint Rose Parkway, Henderson, NV 89074. Tel: (702) 818-5898.
 
 Listing
 
On August 13, 2010, we applied to have our common stock approved for listing on the NASDAQ Capital Market under the symbol “CHGN”. However, there is no assurance that our application will be approved. We received comments regarding our application on September 10, 2010. We submitted our responses  to each of the comments issued by NASDAQ on October 26, 2010 and have responded to follow up queries from NASDAQ as they have arisen. We are currently awaiting a response from NASDAQ. In the event that our application is not approved, we will seek to have our common stock quoted on the OTCBB, or other national quotation system.
 
SHARES ELIGIBLE FOR FUTURE SALE
 
Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock in the public market could adversely affect market prices. Upon completion of this offering, we will have outstanding an aggregate of 7,914,750 shares of common stock. Of the outstanding shares of common stock as of the completion of this offering, the 1,400,000 shares sold in this offering and the 1,018,500 shares registered for resale under the Resale Prospectus will be freely tradeable without restriction or further registration under the Securities Act, except that any shares purchase by our “affiliates,” as the term is defined in Rule 144 of the Securities Act, may generally only be sold in compliance with the limitations of Rule 144 described below.
 
 
All other outstanding shares not sold in this offering or registered under a separate resale prospectus will be deemed “restricted securities” under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 promulgated under the Securities Act, which rules are summarized below. Our stockholders will not be eligible to utilize Rule 144 until August 14, 2010, at the earliest, which is 12 months from the date we filed our Form 10 information, as required under Rule 144. Subject to the lock-up agreements described below and the provisions of Rule 144, additional shares will be available for sale in the public market as follows:
 
Approximate Number of Shares Eligible for Future Sale
Date
   
1,400,000
After the date of this prospectus, freely tradable shares sold in this offering, assuming the Maximum Amount of shares is sold.
   
1,018,500
After the date of this prospectus, these shares will have been registered under the Resale Prospectus and will be freely tradable by the selling stockholders listed in the Resale Prospectus.
   
98,000
Six months after the Closing Date, the underwriter warrants will become exercisable.
   
5,496,250
On August 14, 2010, which is the twelve months after the filing of a Current Report on Form 8-K reporting the closing of the share exchange transaction, these shares may be sold under and subject to Rule 144. These shares represent the total shares of our common stock held by Mr. Chi Yip Tai, our director and our Chief Executive Officer, Wei Guo Wang, our Chief Financial Officer, and Pak Fai Philip Wong, our director. However, each of Messrs Tai , Wang and Wong has agreed with the underwriter not to directly or indirectly sell, offer, contract or grant any option to sell, pledge, transfer (excluding intra-family transfers, transfers to a trust for estate planning purposes or to beneficiaries upon death) for a period of three months after the closing of public offering hereunder.
 
Rule 144
 
In general, under Rule 144 a person, or persons whose shares are aggregated, who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale and who has beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner, except if the prior owner was one of our affiliates, would be entitled to sell all of their shares, provided the availability of current public information about our company.
 
We issued 6,083,750 shares of our common stock to stockholders prior to the filing of the current report on Form 8-K. Because we issued these shares while we were a shell company with no operations, these shares may not be sold pursuant to Rule 144 until August 14, 2010, which is 12 months after the filing of a current report on Form 8-K reporting the closing of the share exchange, subject to a lock-up agreement entered into by and between Mr. Tai and the Company.
 
Lock-Up Agreement
 
Each of  Messrs Chi Yip Tai, Phillip Wong and Wei Guo Wang has agreed with the underwriter not to directly or indirectly sell, offer, contract or grant any option to sell, pledge, transfer (excluding intra-family transfers, transfers to a trust for estate planning purposes or to beneficiaries of officers, directors and stockholders upon their death), or otherwise dispose of or enter into any transaction which may result in the disposition of any shares of our common stock or securities convertible into, exchangeable or exercisable for any shares of our common stock, without the prior written consent of the underwriter, for a period of three months after the closing of public offering hereunder.
 
Members of our management, board or other affiliates may purchase shares in this offering and no limitations have been imposed on their ability to do so. In the event that we are not able to obtain the Minimum Amount, our officers and directors may choose, but are not obligated to, participate in the offering. Any shares purchased in this offering by members of our management, board, or other affiliates will enter into a lock-up agreement requiring them to hold the shares for a period of three months after the closing of the public offering hereunder.
 
UNDERWRITING
 
Grandview Capital, Inc. has agreed, subject to the terms and conditions of the underwriting agreement between Grandview Capital, Inc. and the Company, to act as the underwriter of the Company for the sale of shares of common stock offered hereunder at the public offering price of $5.00 per share on a best efforts minimum/maximum basis.  The Minimum Amount of the offering is 1,000,000 shares of common stock and the Maximum Amount of the offering is 1,400,000 shares of common stock.   The underwriter shall use its best efforts to sell our shares of common stock in this offering to the public, but does not have obligations to purchase our common shares and does not ensure the successful offering of any shares of common stock or any portion in this offering.
 
 
Pursuant to the Escrow Deposit Agreement between the Company, Granview Capital, Inc., as underwriter, and the Bank of New York Mellon as escrow agent, all proceeds will be held in a separate escrow established for the protection of investors pending our receipt of the Minimum Amount. Unless the Minimum Amount is sold by February 15, 2011, the offering will terminate and all funds will be returned promptly to the subscribers in the offering without interest, penalty or deduction. We reference Rule 15c2-4 and Notices to Members 98-4 and 84-7 to indicate that the selection of an escrow agent and terms of that arrangement would be in compliance with both SEC rule and SRO guidance.
 
Delivery of the shares will be made at 10:00 a.m., New York City time, on such date as may be agreed to as the Closing Date. The escrow agent will release the received funds from the escrow account to each of the Company and the underwriters as provided in the escrow agreement, and the Company shall deliver the shares purchased thereby to the investors, and the underwriter warrants relating thereto to the underwriter.
 
The offering will expire, inclusive of any extensions, upon the earlier of: (i) February 15, 2011; or (ii) the Maximum Amount is sold pursuant to this prospectus (the “Closing Date”).
 
The following table shows the per share and total underwriting commissions to be paid to the underwriters by the Company.  
 
Paid by Company
 
Per Share
   
Minimum
   
Maximum
 
Underwriting commissions
 
$
0.325
   
$
325,000
   
$
455,000
 
 
We have agreed to pay the underwriter (i) cash commissions equal to 3.5% of the gross proceeds received by the Company in this public offering, except for any common shares sold to current officers and directors of the Company, by which the Company shall pay to the underwriter 2% of the proceeds raised in this public offering; (ii) five (5) year warrants to purchase a number of common shares equal to 7% of the aggregate number of common shares issued in this public offering at the exercise price of $6.00 per share, provided, however, the warrants shall be non-exercisable during the six (6) months after the effective date of this registration statement of which this prospectus forms a part and subject to the lock-up provisions of FINRA 5110(g) restricting the sale, transfer, assignment, pledge or hypothecation or from being the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants by any person for a period of 180 days immediately following the effective date, except for transfers of the warrants to officers or partners as allowed under FINRA Rule 5110(g)(2); the warrants will be exercisable for a period of five (5) years from the effective date of this Offering; they are not redeemable by us and allow for “cashless” exercise; the warrants also provide for one demand registration right at our expense, one demand registration right at the warrant holder’s expense and for unlimited “piggyback” registration rights at our expense with respect to the underlying common shares during the five (5) year period commencing on the effective date to the extent that the registration statement is not effective at the time of exercise; (iii) 3.0% of the gross proceeds raised in this public offering as a non-accountable expense allowance. As a payment towards that 3.0% non-accountable fee, the Company shall pay to Grandview Capital, Inc. $10,000 upon execution of the initial engagement letter and $15,000 upon the filing of this registration statement, which shall be refunded to the Company to the extent they are not offset by actual out-of-pocket expenses in the event the offering is not completed. Additionally, upon the closing of the offering, the Company will grant the underwriter a right of first refusal for any public underwriting or private placement of debt or equity for a period of twelve months following the completion of the offering.
 
Pricing of this Offering
 
Prior to this offering there has been no public market for any of our securities. The public offering price of the common stock was negotiated between us and the underwriter. Factors considered in determining the prices and terms of the offering include:
 
·  
the history and prospects of companies whose principal business is greenery construction services;
·  
the history and prospects of companies whose principal business is hotel renovations;
·  
prior offerings of those companies;
·  
our capital structure;
·  
an assessment of our management and their experience in greenery construction services and hotel renovations;
·  
general conditions of the securities markets at the time of the offering; and
·  
other factors as were deemed relevant. 
 
In connection with this offering, the underwriters may distribute prospectuses electronically. No forms of prospectus other than printed propsectuses and electronically distributed prospectuses that are printable in Adobe.PDF format will be used in connection with this offering. 
 
Foreign Regulatory Restrictions on Purchase of the Common Stock
 
No action may be taken in any jurisdiction other than the United States that would permit a public offering of the common stock or the possession, circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the common stock may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with the common stock may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.
 
In addition to the public offering of the shares in the United States, the underwriters may, subject to the applicable foreign laws, also offer the common shares to certain institutions or accredited persons in the following countries:
 
United Kingdom. No offer of shares of common stock has been made or will be made to the public in the United Kingdom within the meaning of Section 102B of the Financial Services and Markets Act 2000, as amended, or FSMA, except to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by us of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority, or FSA. Each underwriter: (i) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which Section 21 of FSMA does not apply to us; and (ii) has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom 
 
 
European Economic Area. In relation to each member state of the European Economic Area which has implemented the Prospectus Directive, which we refer to as a Relevant Member State, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, which we refer to as the Relevant Implementation Date, no offer of common stock has been made and or will be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the common stock which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of common stock may be made to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of common stock to the public” in relation to any common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common stock to be offered so as to enable an investor to decide to purchase or subscribe the common stock, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/ EC and includes any relevant implementing measure in each Relevant Member State.
 
Germany. Any offer or solicitation of common stock within Germany must be in full compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz — WpPG). The offer and solicitation of securities to the public in Germany requires the approval of the prospectus by the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht — BaFin). This prospectus has not been and will not be submitted for approval to the BaFin. This prospectus does not constitute a public offer under the German Securities Prospectus Act (Wertpapierprospektgesetz). This prospectus and any other document relating to the common stock, as well as any information contained therein, must therefore not be supplied to the public in Germany or used in connection with any offer for subscription of the common stock to the public in Germany, any public marketing of the common stock or any public solicitation for offers to subscribe for or otherwise acquire the common stock. The prospectus and other offering materials relating to the offer of the common stock are strictly confidential and may not be distributed to any person or entity other than the designated recipients hereof.
 
Greece. This prospectus has not been approved by the Hellenic Capital Markets Commission or another EU equivalent authority and consequently is not addressed to or intended for use, in any way whatsoever, by Greek residents. The common stock have not been offered or sold and will not be offered, sold or delivered directly or indirectly in Greece, except to (i) “qualified investors” (as defined in article 2(f) of Greek Law 3401/2005) and/or to (ii) less than 100 individuals or legal entities, who are not qualified investors (article 3, paragraph 2(b) of Greek Law 3401/2005), or otherwise in circumstances which will not result in the offer of the new common stock being subject to the Greek Prospectus requirements of preparing a filing a prospectus (under articles 3 and 4 of Greek Law 3401/2005).
 
Italy. This offering of the common stock has not been cleared by Consob, the Italian Stock Exchanges regulatory agency of public companies, pursuant to Italian securities legislation and, accordingly, no common stock may be offered, sold or delivered, nor may copies of this prospectus or of any other document relating to the common stock be distributed in Italy, except (1) to professional investors (operatori qualificati); or (2) in circumstances which are exempted from the rules on solicitation of investments pursuant to Decree No. 58 and Article 33, first paragraph, of Consob Regulation No. 11971 of May 14, 1999, as amended. Any offer, sale or delivery of the common stock or distribution of copies of this prospectus or any other document relating to the common stock in Italy under (1) or (2) above must be (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Decree No. 58 and Legislative Decree No. 385 of September 1, 1993, or the Banking Act; and (ii) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the issue or the offer of securities in Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in Italy and their characteristics; and (iii) in compliance with any other applicable laws and regulations.
 
Cyprus. Each of the Underwriters has agreed that (i) it will not be providing from or within Cyprus any “Investment Services”, “Investment Activities” and “Non-Core Services” (as such terms are defined in the Investment Firms Law 144(I) of 2007, (the “IFL”) in relation to the common stock, or will be otherwise providing Investment Services, Investment Activities and Non-Core Services to residents or persons domiciled in Cyprus. Each underwriter has agreed that it will not be concluding in Cyprus any transaction relating to such Investment Services, Investment Activities and Non-Core Services in contravention of the IFL and/or applicable regulations adopted pursuant thereto or in relation thereto; and (ii) it has not and will not offer any of the common stock other than in compliance with the provisions of the Public Offer and Prospectus Law, Law 114(I)/2005.
 
Switzerland. This document does not constitute a prospectus within the meaning of Art. 652a of the Swiss Code of Obligations. The common stock may not be sold directly or indirectly in or into Switzerland except in a manner which will not result in a public offering within the meaning of the Swiss Code of Obligations. Neither this document nor any other offering materials relating to the common stock may be distributed, published or otherwise made available in Switzerland except in a manner which will not constitute a public offer of the common stock of in Switzerland.
 
Norway. This prospectus has not been approved or disapproved by, or registered with, the Oslo Stock Exchange, the Norwegian Financial Supervisory Authority (Kredittilsynet) nor the Norwegian Registry of Business Enterprises, and the common stock are marketed and sold in Norway on a private placement basis and under other applicable exceptions from the offering prospectus requirements as provided for pursuant to the Norwegian Securities Trading Act.
 
Botswana. The company hereby represents and warrants that it has not offered for sale or sold, and will not offer or sell, directly or indirectly the common stock to the public in the Republic of Botswana, and confirms that the offering will not be subject to any registration requirements as a prospectus pursuant to the requirements and/or provisions of the Companies Act, 2003 or the Listing Requirements of the Botswana Stock Exchange.
 
 
Hong Kong. The common stock may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
 
Singapore. This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the common stock may not be circulated or distributed, nor may the common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the common stock are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the common stock under Section 275 except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (ii) where no consideration is given for the transfer or (iii) by operation of law.
 
People’s Republic of China. This prospectus has not been and will not be circulated or distributed in the PRC, and common stock may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.
 
Israel. This Prospectus does not constitute an offer to sell the common stock to the public in Israel or a prospectus under the Israeli Securities Law, 5728-1968 and the regulations promulgated thereunder, or the Israeli Securities Law, and has not been filed with or approved by the Israel Securities Authority. In Israel, pursuant to an exemption afforded under the Israeli Securities Law, this Prospectus may be distributed only to, and may be directed only at, investors listed in the first addendum to the Israeli Securities Law, or the Addendum, consisting primarily of certain mutual trust and provident funds, or management companies thereto, banks, as defined under the Banking (Licensing) Law, 5741-1981, except for joint service companies purchasing for their own account or for clients listed in the Addendum, insurers, as defined under the Supervision of Financial Services Law (Insurance), 5741-1981, portfolio managers purchasing for their own account or for clients listed in the Addendum, investment advisers purchasing for their own account, Tel Aviv Stock Exchange members purchasing for their own account or for clients listed in the Addendum, underwriters purchasing for their own account, venture capital funds, certain corporations which primarily engage in the capital market and fully-owned by investors listed in the Addendum and corporations whose equity exceeds NIS250 Million, collectively referred to as institutional investors. Institutional investors may be required to submit written confirmation that they fall within the scope of the Addendum.
 
United Arab Emirates. This document has not been reviewed, approved or licensed by the Central Bank of the United Arab Emirates (the “UAE”), Emirates Securities and Commodities Authority or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in particular the Dubai International Financial Services Authority (the “DFSA”), a regulatory authority of the Dubai International Financial Centre (the “DIFC”). The issue of common stock does not constitute a public offer of securities in the UAE, DIFC and/or any other free zone in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended), DFSA Offered Securities Rules and the Dubai International Financial Exchange Listing Rules, accordingly, or otherwise. The common stock may not be offered to the public in the UAE and/or any of the free zones including, in particular, the DIFC. The common stock may be offered and this document may be issued, only to a limited number of investors in the UAE or any of its free zones (including, in particular, the DIFC) who qualify as sophisticated investors under the relevant laws and regulations of the UAE or the free zone concerned. Management of the company, and the representatives represent and warrant that the common stock will not be offered, sold, transferred or delivered to the public in the UAE or any of its free zones including, in particular, the DIFC.
 
Oman. For the attention of the residents of Oman:
 
The information contained in this memorandum neither constitutes a public offer of securities in the Sultanate of Oman (“Oman”) as contemplated by the Commercial Companies Law of Oman (Sultani Decree 4/74) or the Capital Market Law of Oman (Sultani Decree 80/98), nor does it constitute an offer to sell, or the solicitation of any offer to buy non-Omani securities in Oman as contemplated by Article 6 of the Executive Regulations to the Capital Market Law of Oman (issued vide Ministerial Decision No 4/2001), and nor does it constitute a distribution of non-Omani securities in Oman as contemplated under the Rules for Distribution of Non-Omani Securities in Oman issued by the Capital Market Authority of Oman (“CMA”). Additionally, this memorandum is not intended to lead to the conclusion of any contract of whatsoever nature within the territory of Oman.
 
 
 
This memorandum has been sent at the request of the investor in Oman, and by receiving this memorandum, the person or entity to whom it has been issued and sent understands, acknowledges and agrees that this memorandum has not been approved by the CMA or any other regulatory body or authority in Oman, nor has any authorization, license or approval been received from the CMA or any other regulatory authority in Oman, to market, offer, sell, or distribute the common stock within Oman.
 
No marketing, offering, selling or distribution of any financial or investment products or services has been or will be made from within Oman and no subscription to any securities, products or financial services may or will be consummated within Oman. The Underwriters are neither companies licensed by the CMA to provide investment advisory, brokerage, or portfolio management services in Oman, nor banks licensed by the Central Bank of Oman to provide investment banking services in Oman. The Underwriters do not advise persons or entities resident or based in Oman as to the appropriateness of investing in or purchasing or selling securities or other financial products.
 
Nothing contained in this memorandum is intended to constitute Omani investment, legal, tax, accounting or other professional advice. This memorandum is for your information only, and nothing herein is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice on the basis of your situation.
 
Any recipient of this memorandum and any purchaser of the common stock pursuant to this memorandum shall not market, distribute, resell, or offer to resell the common stock within Oman without complying with the requirements of applicable Omani law, nor copy or otherwise distribute this memorandum to others.
 
Canada.
 
Resale Restrictions
 
The distribution of our securities in Canada is being made only on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of our securities are made. Any resale of our securities in Canada must be made under applicable securities laws that will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of our securities.
 
Representations of Purchasers
 
By purchasing our securities in Canada and accepting a purchase confirmation a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:
 
 
the purchaser is entitled under applicable provincial securities laws to purchase our securities without the benefit of a prospectus qualified under those securities laws;
 
 
where required by law, that the purchaser is purchasing as principal and not as agent;
 
 
the purchaser has reviewed the text above under Resale Restrictions; and
 
 
the purchaser acknowledges and consents to the provision of specified information concerning its purchase of our securities to the regulatory authority that by law is entitled to collect the information.
 
Further details concerning the legal authority for this information are available on request. 
 
Rights of Action — Ontario Purchasers Only
 
Under Ontario securities legislation, certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of our securities, for rescission against us in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for our securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for our securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any action exceed the price at which our securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of our securities as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.
 
 
 
Enforcement of Legal Rights
 
All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
 
Canadian Taxation and Eligibility for Investment
 
Canadian purchasers of our securities should consult their own legal and tax advisors with respect to the tax consequences of an investment in our securities in their particular circumstances and about the eligibility of our securities for investment by the purchaser under relevant Canadian legislation.
 
LEGAL MATTERS
 
The validity of the common stock offered by this prospectus will be passed upon for us by Anslow & Jaclin, LLP, Manalapan, New Jersey. Ellenoff Grossman & Schole, LLP, New York, NY is acting as counsel to the underwriter in connection with this offering.
 
EXPERTS
 
The consolidated financial statements of China Green as of June 30, 2010 and 2009 appearing in this prospectus have been audited by Parker Randall CF (H.K.) CPA Limited, in independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
 
INTERESTS OF NAMED EXPERTS AND COUNSEL
 
The following common shares were issued to counsel as partial compensation for their legal services rendered to us:
 
Name
Shares Beneficially Owned prior to Offering
Percentage of Shares of Common Stock Beneficially Owned Prior to the Offering
Shares to be Offered for Sale hereby
Number of Shares of Common Stock Beneficailly Owned after Completion of the Offering
Percent Beneficially Owned after Offering
Rich I. Anslow (1)
21,000
*
21,000
0
0%
Gregg E. Jaclin (1)
14,000
*
14,000
0
0%
Eric M. Stein (1)
4,000
*
4,000
0
0%
 
* - Less than one percent.
 
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS
 
Our accountant is Parker Randall CF (H.K.) CPA Limited, independent certified public accountants. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
 
WHERE YOU CAN FIND ADDITIONAL INFORMATION
 
We filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 for the shares of common stock in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F. Street, N.E., Washington, DC 20549-6010, and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.
 
 
 
CHINA GREEN, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2010 AND 2009
(Stated in US dollars)
 
 
CHINA GREEN, INC.
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
CONTENTS
Page(s)
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
F-2
   
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME   
F-3
   
CONSOLIDATED BALANCE SHEETS
F-4
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS     
F-5
   
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
F- 6
   
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
F-7-F-24
 
 
F-1

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To: The Board of Directors and Stockholders of China Green, Inc.
 
We have audited the accompanying consolidated balance sheets of China Green, Inc. (the “Company”) and its subsidiaries as of June 30, 2010 and 2009, and the related consolidated statements of income, stockholders' equity and cash flows for the year ended June 30, 2010 and 2009.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
 
We conducted our audit in accordance with the standard of Public Company Accounting Oversight Board in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
As discussed in Note 11, the accompanying consolidated financial statements have been restated and compensations to an executive officer and shareholder. The under-provision should be properly recorded in the financial statement as of June 30, 2010 and 2009. As a result, the financial statements as of June 30, 2010 have been restated.  
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiaries as of June 30, 2010 and 2009 and the results of their operations and their cash flows for the year ended June 30, 2010 and 2009 in conformity with accounting principles generally accepted in the United States of America.
 
 
 
/s/Parker Randall CF (H.K.) CPA Limited
 
Parker Randall CF (H.K.) CPA Limited
Certified Public Accountants
Hong Kong
September 28, 2010 , expected for Note 11, which is date February 1, 2011
 
 
 
F-2

 
 
CHINA GREEN, INC.
CONSOLIDATED STATEMENTS OF INCOME AND
OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED JUNE 30, 2010 AND 2009
(Stated in US dollars)
 
         
Year ended
   
Year ended
 
   
Note
   
June 30, 2010 (Restated)
   
June 30, 2009
 
                   
                   
Service income
   
10
   
$
13,130,112
   
$
11,676,141