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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: December 31, 2009

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

For the transition period from ____________to _____________

Commission File No. 000-21071

GOLDEN ELEPHANT GLASS TECHNOLOGY,
INC.(Name of registrant as specified in its charter)

|Nevada                          | 88-0309578                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     

123 Chuangye Road Haizhou District, Fuxin City
Liaoning 123000 Peoples Republic of China(Address of
Principal Executive Offices)

(86) 418-3995066(Registrants Telephone
Number, Including Area Code)

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

|Title of each class | Name of each exchange on which
      registered
|------------------- | -----------------------------------------------
|None                | None                                           

Securities registered pursuant to Section 12(g) of the Exchange
Act: Common Stock, par value $0.01 per share

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.

Yes [   ]                
No [ x ]

Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.

Yes [    ]            
No [ x ]

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

Yes [    ]            
No [ x ]

---

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.

Yes [ x ]            
No [    ]

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                       | Accelerated Filer [  ]         
|--------------------------------------------- | -------------------------------
|Non-Accelerated Filer [  ]                    | Smaller reporting company [ x ]
|(Do not check if a smaller reporting company) |                                

Indicate by check mark whether
registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [    ]            
No [ x ]

As of June 30, 2009 (the last business
day of the registrants most recently completed second fiscal quarter), the
aggregate market value of the shares of the Registrants common stock held by
non-affiliates (based upon the price at which the common stock was last sold.,
or the average bid and asked price of such common stock) was approximately
$849,560. Shares of the
Registrants common stock held by each executive officer and director and each
by each person who owns 10 percent or more of the outstanding common stock have
been excluded in that such persons may be deemed to be affiliates of the
Registrant. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

The number of outstanding shares of the registrants common
stock on December 21, 2010 was 28,623,996.

DOCUMENTS INCORPORATED BY REFERENCE: None.

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|TABLE OF CONTENTS                      
|---------------------------------------
|TO ANNUAL REPORT ON FORM 10-K          
|FOR FISCAL YEAR ENDED DECEMBER 31, 2010

|                                                  |                                                                                                                              | PAGE
|------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------- | ----
|                                                  |                                                                                                                              |     
|PART I                                            |                                                                                                                              | 1   
|Item 1.                                           | Business                                                                                                                     | 1   
|Item 1A.                                          | Risk Factors                                                                                                                 | 8   
|Item 2.                                           | Properties                                                                                                                   | 21  
|Item 3.                                           | Legal Proceedings                                                                                                            | 22  
|Item 4.                                           | (Removed and Reserved)                                                                                                       | 22  
|                                                  |                                                                                                                              |     
|PART II                                           |                                                                                                                              | 22  
|Item 5.                                           | Market for the
      Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities | 22  
|Item 6.                                           | Selected Financial Data                                                                                                      | 23  
|Item 7.                                           | Managements
      Discussion and Analysis of Financial Condition and Results of Operations                                  | 23  
|Item 7A.                                          | Quantitative and Qualitative
      Disclosures about Market Risk                                                             | 31  
|Item 8.                                           | Financial
      Statements and Supplementary Data                                                                            | 31  
|Item 9.                                           | Changes in and Disagreements with
      Accountants on Accounting and Financial Disclosure                                   | 63  
|Item 9A.                                          | Controls and
      Procedures                                                                                                | 65  
|Item 9B.                                          | Other Information                                                                                                            | 66  
|                                                  |                                                                                                                              |     
|PART III                                          |                                                                                                                              | 67  
|Item 10.                                          | Directors,
      Executive Officers and Corporate Governance                                                                 | 67  
|Item 11.                                          | Executive Compensation                                                                                                       | 69  
|Item 12.                                          | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholders Matters                  | 70  
|Item 13.                                          | Certain Relationships and Related
      Transactions, and Director Independence                                              | 71  
|Item 14.                                          | Principal
      Accountant Fees and Services                                                                                 | 72  
|                                                  |                                                                                                                              |     
|PART IV                                           |                                                                                                                              | 73  
|Item 15.                                          | Exhibits and Financial Statement
      Schedules                                                                             | 73  
|                                                  |                                                                                                                              | 74  
|SIGNATURES                                        |                                                                                                                              |     
|EXHIBIT INDEX                                     |                                                                                                                              |     
|FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA |                                                                                                                             



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FORWARD-LOOKING STATEMENTS

Certain statements in this Report, and the documents
incorporated by reference herein, constitute "forward-looking statements". Such
forward-looking statements include statements, which involve risks and
uncertainties, regarding, among other things, (a) our projected sales,
profitability, and cash flows, (b) our growth strategies, (c) anticipated trends
in our industries, (d) our future financing plans, and (e) our anticipated needs
for, and use of, working capital. They are generally identifiable by use of the
words may, will, should, anticipate, estimate, plan, potential,
project, continuing, ongoing, expects, management believes, we
believe, we intend, or the negative of these words or other variations on
these words or comparable terminology. These statements may be found under
Managements Discussion and Analysis of Financial Condition and Results of
Operations and Business, as well as in this Report generally. Actual events
or results may differ materially from those discussed in forward-looking
statements as a result of various factors including risks described in Risk
Factors in Item 1A of this Report and matters described in this report
generally. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this filing will in fact occur.
You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on
which they are made, and, except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the statement is made or
to reflect the occurrence of unanticipated events.

Unless otherwise noted, all currency figures in this filing are
in U.S. dollars. References to "yuan" or "RMB" are to the Chinese yuan (also
known as the renminbi). According to
http://www.safe.gov.cn/model_safe_en/index.jsp, the official website of
the PRC State Administration of Foreign Exchange, as of January 1, 2010, or 1 yuan
= US$0.1462.

Except as otherwise indicated by the context, all references in
this annual report to (i) the Company, we, us, our and Golden Elephant
are to Golden Elephant Glass Technology, Inc., a Nevada corporation, and its
direct and indirect subsidiaries; (ii) Dollar Come are to our direct, wholly
owned subsidiary Dollar Come Investments Limited, a British Virgin Island
company; (iii) Fuxin Hengrui are to our indirect, wholly owned subsidiary
Fuxin Hengrui Technology Co. Ltd., a PRC company; (iv) Fuxin Xianheng are to
our indirect, wholly owned subsidiary Fuxin Xianheng Float Glass Co. Ltd., a PRC
company; (v) Securities Act are to the Securities Act of 1933, as amended;
(vi) Exchange Act are to the Securities Exchange Act of 1934, as amended;
(vii) RMB are to Renminbi, the legal currency of China; (viii) U.S. dollar,
$ and US$ are to the legal currency of the United States; and (ix) China,
Chinese and PRC are to the Peoples Republic of China.

PART I

ITEM 1. BUSINESS.

Overview

We are a China-based float glass manufacturer. Our product
offerings include float glass, ultra-clear glass (also called crystal glass),
colored float glass and high grade, glass processed products such as mirrors,
glass artwork, tempered glass, insulated glass, laminated glass, lacquered glass
and similar products. We have been manufacturing our glass products from our
production facility in Fuxin City, Liaoning Province, China since 2002 and sell
our products to end users in China, Asia, Europe, South America and South
Africa.

We design, develop, manufacture and market our products for use
in a variety of end products, including automobiles, commercial and residential
buildings, construction materials, furniture and display cases, lighting
fixtures and decorative glass artwork, bath fixtures and electrical household
appliances, such as refrigerators and microwave ovens. We sell our products to
automakers and auto parts suppliers, building contractors and building material
suppliers and manufacturers of retail goods, both directly and through a broad
distributor network.

1

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Our glass and glass products are manufactured in a broad range
of colors and specifications which are usually measured by thickness and width
and range between 2-23 millimeters in thickness and 3,300 millimeters in width.
Our glass products are marketed primarily under the Golden Elephant brand
name. Our total annual production capacity of our glass products is currently
4.95 million weight cases and we maintain two production lines which have an
aggregate daily melting capacity of over 800 tons, in which 300 tons production
line was rent from Fuxin Guangya Flat Glass Co. Ltd. which has been bankrupted.

We strive to be a low cost provider of high quality products.
Our glass products have been given a GB 11615-199 certification by the Chinese
National Quality Standards for glass products and passed the annual inspections
conducted by Chinese National Glass Inspection Committee since 2004. Our
products also have been certified by ISO 9001-2000, a Chinese Quality System and
ESC certification, a European Quality Certification for construction products,
with the valid term from March 24, 2007 to March 24, 2010, new Quality
Certification should be re certified after March 24, 2011. We transport our
products by train, sea and expressway.

During the recent global economic crisis, many of our customers
operate in industry segments that have been hardest hit by the economic crisis,
such as the automotive, construction and home furnishing industries, our
performance was consequently suffered. From November 2008, we suspended
operations of our float glass manufacturing operations in order to perform
maintenance and system upgrades that eventually would be needed We are
performing eight technological enhancement projects and will be completed by the
end of 2010. We opted to suspend operations and initiate the maintenance program
at a time when pricing and demand for our products was low in order to minimize
the adverse effect of suspending operations. Until the amelioration of the
economic crisis, particularly in the industry segments in which our targeted
customers operate, we expect to continue to experience significant challenges.
In response to these challenges, we will continue to implement what we believe
to be prudent, cost-saving measures in a judicious and timely fashion. We intend
to continue to take appropriate steps to minimize the adverse effects of the
global economic crisis on our operations and financial performance.

Our Corporate Structure

Golden Elephant is a Nevada holding company for three direct
and indirect subsidiaries in the BVI and China. Our principal operations in
China are conducted through our operating subsidiary, Fuxin Hengrui, which is
held by our direct wholly-owned subsidiary Dollar Come, a BVI company, and Fuxin
Xianheng, which is jointly held by Dollar Come and Fuxin Hengrui. Dollar Come
has no active business operations other than its ownership of Fuxin Hengrui and
Fuxin Xianheng. Fuxin Hengrui was incorporated in China in September 2002 and is
now 100% owned by Dollar Come. Fuxin Xianheng was incorporated in April 2004 and
is now 75% owned by Fuxin Hengrui and 25% owned by Dollar Come.

The following chart reflects our organizational structure as of
the date of this report:



2

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Our Corporate History

We were incorporated on December 2, 1993 in the State of Nevada
under the name of Mesquite Gaming Corp. and were formed to acquire, develop,
construct, own and manage hotel/casino projects. On July 1, 1998, we commenced
active business operations from which we generated revenues. On December 1,
1999, we filed a voluntary petition for relief under Chapter 11 in the United
States Bankruptcy Court, District of Nevada, or the Bankruptcy Court, and acted
as debtor in possession. On July 10, 2000, we again filed a voluntary petition
for relief under Chapter 11 in the Bankruptcy Court and acted as debtor in
possession. On September 6, 2005, the Bankruptcy Court issued a final decree in
the Chapter 11 proceedings, formally removing our Company from the oversight of
the Bankruptcy Court and ending all bankruptcy proceedings.

On March 31, 2008, we completed the reverse acquisition of
Dollar Come as discussed in details below. Dollar Come thereby became our wholly
owned subsidiary and the former controlling stockholders of Dollar Come became
our controlling stockholders. In June 2008, we changed our name to Golden
Elephant Glass Technology, Inc. to reflect the business of Dollar Come and its
subsidiaries.

Reverse Acquisition of Dollar Come

On March 31, 2008, we completed a reverse acquisition
transaction through a share exchange with Dollar Come whereby we issued to Money
Victory Limited, Win-Win Global Investments Inc. and a trust beneficially
holding shares of Dollar Come for 202 individuals located in the PRC who were
the former shareholders of Dollar Come, an aggregate of 23,751,710 shares of our
common stock, in exchange for all of the issued and outstanding capital stock of
Dollar Come. Dollar Come thereby became our wholly owned subsidiary and Ms. Lin
Tan, Ms. Yan Tan and Ms. Hong Tan, owners of Money Victory Limited and Win-Win
Global Investments Inc. became our controlling stockholders.

For accounting purposes, the share exchange transaction was
treated as a reverse acquisition with Dollar Come as the acquirer and Golden
Elephant Glass Technology, Inc. as the acquired party. When we refer in this
report to business and financial information for periods prior to the
consummation of the reverse acquisition, we are referring to the business and
financial information of Dollar Come on a consolidated basis unless the context
suggests otherwise.

Our Operations

Our core product lines can be categorized as float glass
products, consisting primarily of flat glass and specialty float glass products
which are produced using the float glass methodology. The float methodology is
currently used to manufacture virtually all of the flat glass in the world.

This manufacturing process produces a flat sheet of glass and
consists of the following six essential steps:

| | 1. | Batch mixing. The raw materials (silica
      sand, soda ash and dolomite/limestone) are weighed and mixed and placed
      into a high temperature furnace where they are melted at 1500° C into
      molten glass.                                                                                  
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                        
| | 2. | Float bath. The molten glass mixture then
      is directed to a pool of liquid tin on which the molten glass floats
      while hardening. The glass, which is viscous, and the tin, which is fluid,
      does not mix and the contact surface between these two materials is
      perfectly flat.
| |    |                                                                                                                                                                                                                                                                                                        
| | 3. | Coating. At this stage, specialized metal
      oxides coatings can be applied to the glass surface while the glass is
      still hot in the annealing lehr in order to improve its performance or
      enhance its appearance.                                                                      
| |    |                                                                                                                                                                                                                                                                                                        
| | 4. | Annealing. Whether or not the molten glass
      is coated, the molten glass is slowly cooled or annealed as its passes
      into an annealing chamber called a lehr. Here it is cooled at controlled
      temperatures, until it is essentially at room
  temperature.                            

3

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| | 5. | Inspection. Next the glass is inspected to
      ensure that is meets specifications and quality requirements.                                                            
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                           
| | 6. | Cutting and Shipping. Finally, the float
      glass is then cut into large standard sheets or cut to size depending on
      its intended use and is ready to be shipped.

A description of the uses of our float glass and our products
benefits are as follows:

- Heavy Float Glass. Our heavy float glass products, which are
  available in a variety of sizes, are manufactured based on our customers
  desired performance specifications with respect to thickness and tolerance,
  total weight, energy efficiency and light transmittance. Our products are
  designed to control energy usage, provide thermal insulation and a noise
  barrier as well as afford safety and security. Heavy float glass products are
  used in a wide variety of products including windows, doors, skylights,
  shelving, tabletops, and automotive applications.
- Ultra-Clear Glass and Colored Float Glass. Our Ultra-Clear
  float glass products are produced to have a higher percentage of light
  transmittance of up to 91.87% (as compared to 80-85% in our heavy float glass
  products) which results in glass product with enhanced clarity and greater
  translucence. This product line is designed to offer functional benefits in
  addition to aesthetic benefits, such as color, shaping, patterns and texture.
  Ultra-Clear Glass is used to produce high end products such as luxury
  chandeliers and artificial crystal crafts.
- Specialty Glass Processed Products. Using a variation on the
  standard float glass production methodology, we manufacture and sell specialty
  float glass products which include mirrors, tempered glass, insulated glass,
  laminated glass, lacquered glass, etc.

Manufacturing Facilities

Our primary manufacturing facility is located in Fuxin City in
Liaoning Province, China. Our goal has been to construct manufacturing
facilities which operate at peak efficiency while maintaining high workplace
safety and environmental compliance standards.

We own one production line which became operative in August
2003 and has daily melting capacity of 500 tons. We lease another production
line from the liquidation committee of Fuxin Guangya Flat Glass Co. Ltd. with a
term ending on the earlier of (i) ten years starting from August 25, 2004; or
(ii) the closing date of the liquidation process for Fuxin Guangya Flat Glass
Co. Ltd. We upgraded this production line and it went into operation in
September 2005. The production line has a daily melting capacity of 300 tons and
up to 1.65 million weight cases production capacity of ultra-clear and colored
float glass annually. Our production lines are designed to operate continuously,
365 days per year, throughout a 6 to 10 years initial operating life. Float
lines are normally capable of several campaigns after the initial operating life
following major repair and upgrade programs.

Full utilization of our production lines means operating on 3
eight-hour shifts per day over a 7-day work week and overtime production may
result in utilization rates exceeding 100%. Our average utilization rate during
2007 and 2008 has been 100% and 94%, respectively.

In November 2008 and January 2009, we implemented maintenance
program for both of our production lines due to limited sales prospects, a
shortage of cash flow and unfavorable macro-economic conditions which have
resulted in a significant decrease in the price of float glass and,
consequently, our cash flow from operations. During the entire maintenance
period, all operations of the production lines and all manufacturing of float
glass products will be suspended and we do not expect to sell any of our own
float glass products. We meet our existing sales orders for float glass products
through subcontracting arrangements, which will shrink our profit margin, and we
expect to experience a significant reduction in new sales of float glass and
float glass products. While we expect the suspension of operations to
significant reduce our sales revenue, we believe that implementing the
maintenance program now, at a time when float glass prices are depressed will
mitigate the negative economic impact and lost revenues from reduced float glass sales in the future and
better position the Company for efficient operations when and if the prices of
float glass return to past levels.

4

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We also maintain a mirror processing line and processing
equipment used to produce mirrors, glass artwork, tempered glass, insulated
glass, laminated glass, lacquered glass and other processed glass products.

Raw Materials

The primary raw materials and components we use to produce our
glass and glass products are pure alkali, heavy oil, sandstone, silica sand,
dolomite/limestone, 520 Fuel Slurry and mirabilite. We also have high energy
requirements due to the extreme nature of the production process. We attempt to
source our raw materials locally or regionally in order to maintain quality
control and minimize transportation costs.

Our former subsidiary Fuxin Hengrui Tianyuan New Energy Sources
Co., Ltd. (Fuxin Tianyuan) has granted us an exclusive license for no
consideration to produce and use a proprietary synthetic fuel oil called 520
Fuel Serum. The exclusive license will expire upon the earlier of the patent
expiration date or the date when Fuxin Tianyuan loses its proprietary rights to
such technology for reasons other than the expiration of the patent. Because of
its lower cost, 520 Fuel Serum can be used as a substitute for heavy fuel oil,
thereby creating significant cost savings for us.

We purchase the majority of our raw materials from suppliers
located in China who are able to furnish us raw materials that meet our quality
standards and terms of delivery. We utilize local suppliers in close proximity
to us, typically within 150 kilometers of our manufacturing facilities, in order
to closely supervise their activities and monitor quality. If geographically
proximate suppliers continue to be able to provide high quality raw materials
and components to us, we intend to continue to source our raw materials and
components from them to take advantage of lower shipping costs and favorable
quality control capabilities. Our suppliers must meet our quality standards and
delivery requirements consistently to remain on our approved supplier list. We
utilize at least three suppliers for each major raw material and we order from
each of them in order to avoid dependence on specific major suppliers. If a
supplier furnishes suboptimal materials to us or is repeatedly late in
deliveries, we remove the supplier from our approved supplier list.

We typically purchase raw materials and components from our
suppliers on credit, with terms requiring payment within 90 days following the
delivery of the raw materials or components. When we purchase raw materials and
components from PRC suppliers, we are able to pay in RMB.

The prices of raw materials oscillated significantly in [2009],
especially for heavy oil and pure alkali. Due to the company has suspended
production in 2009, so we have no purchase at all. The fluctuations in prices
did not affect supply but led to changes in the sources of suppliers in that
more suppliers will come on stream when prices rise. We intend to source
supplies from suppliers that are financially sound to lower the risk of
non-supply.

Our Distributors and Customers

We sell approximately 90% of our glass products through various
regional distributors in China. We have established and maintained long term
relationships with major distributors who we believe have local business
experience and established regional sales networks.

Sales and Marketing

As of [December 31, 2009], no employee was assigned to be in
contact with our primary distributors. Members of our sales team generate sales
leads by contacting prospective distributors directly and by attending industry
trade shows and exhibitions. In addition, we utilize the internet to advertise
and introduce ourselves to potential customers overseas and established agent
sales network in Africa, Korea, Russia and mid-east area. We are also developing
our sales networks in China by establishing warehouses in many major cities to
reduce intermediary costs, improve
profit margin and introduce our new products. We utilized the new marketing strategy in Dalian, which proved to be successful.

5

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Competition

Our experience is that the global glass manufacture industry is dominated by several major global manufacturers and then becomes extremely fragmented with numerous smaller regional manufacturers.

Our major international competitors are NSG/Pilkington Group Limited, Saint-Gobain, Asahi and Guardian, which manufacture nearly 70% of the glass produced in the world, and have more resources and greater brand recognition than we enjoy. While our
resources may not be as great as our larger competitors, we believe our product quality, sales network, and sales and distribution network in China are superior.

We also compete with approximately 300 small-sized, local Chinese glass manufacturers. The number of these small companies varies from time to time. While we may have greater resources than our smaller competitors, it is possible that these
competitors have better access in certain local markets to customers and prospects or an enhanced ability to customize products to a regional industry sector. Our major competitors in China include Shandong Jinjing Science & Technology Stock
Co., Ltd., CSG Holding Co., Ltd, Luoyang Glass Company Limited.

Intellectual Property

Our goal is to utilize our intellectual property to provide us with a competitive advantage or significant cost savings.

Our subsidiary Fuxin Hengrui holds one invention patent registration for the combustion method of synthetic petroleum in float glass melting furnace. Fuxin Hengrui also registered the trademark Golden Elephant in Chinese characters for
various glass products and filed the trademark application for Golden Elephant in English characters on January 28, 2008, which is pending registration with the Trademark Office of the State Administration for Industry and Commerce of
China. In addition, pursuant to a license agreement entered into on August 27, 2008, our former subsidiary Fuxin Tianyuan has granted us an exclusive license to use two utility model patents which have been granted by the PRC Patent Office and three
technologies (including 520 Fuel Serum) as to which Fuxin Tianyuan has submitted invention patent applications with the PRC Patent Office. In the future, we will seek protection of our intellectual property where we believe there to be strategic
importance in doing so.

We cannot give any assurance that the protection afforded our intellectual property will be adequate. It may be possible for third parties to obtain and use, without our consent, intellectual property that we own or are licensed to use. Unauthorized
use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

Research and Development

Currently, no employees devoted to our research and development efforts, which are aimed at finding new varieties of products, improving existing products, improving overall product quality, and reducing production costs. In 2009 and 2008, our
research and development expenses amounted to approximately $ 0 million and $1.8 million, respectively.

Environmental Matters

During glass production, there are unavoidable emissions of sulfur oxide and other exhaust gases and by-products which can be environmentally harmful. Our goal is to maintain an environmentally conscious operation so we have sought to develop,
promote and utilize new technologies and techniques that minimize the environmentally harmful effects of exhaust gas from our melting kilns. In order to minimize the negative effect of these substances on the environment, China also has adopted
strict environmental standards for these emissions and discharges of environmental pollutants. Accordingly, our manufacturing facilities are subject to various pollution control regulations with respect to noise and air pollution and the
disposal of waste and hazardous materials. We also are subject to periodic
inspections by local environmental protection authorities. We believe we are in
material compliance with the relevant PRC environmental laws and regulations. We
are not currently subject to any pending actions alleging any violations of
applicable PRC environmental laws. Environmental approval is currently pending
with Fuxin authorities.

6

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Regulations

Because our operating subsidiaries are located in the PRC, we
are regulated by the national and local laws of the PRC. We are subject to the
environmental regulations described in the preceding section Environmental
Matters.

There is no private ownership of land in China. Upon payment of
a land grant fee, land use rights can be obtained from the government for a
period up to 50 years in the case of industrial land and are typically
renewable. We have received the necessary land use rights certificate for
264,000 square meters of land located in the Glass Industrial Park 123 Chuangye
Road, Haizhou District, Fuxin City, Liaoning Province, China.

We are also subject to Chinas foreign currency regulations.
The PRC government has controlled RMB reserves primarily through direct
regulation of the conversion of RMB into other foreign currencies. Although
foreign currencies, which are required for current account transactions, can
be bought freely at authorized PRC banks, the proper procedural requirements
prescribed by PRC law must be met. At the same time, PRC companies are also
required to sell their foreign exchange earnings to authorized PRC banks, and
the purchase of foreign currencies for capital account transactions still
requires prior approval of the PRC government.

Under current PRC laws and regulations, Foreign Invested
Enterprises, or FIEs, may pay dividends only out of their accumulated after-tax
profits, if any, determined in accordance with PRC accounting standards and
regulations. In addition, FIEs in China are required to set aside at least 10.0%
of their after-tax profit based on PRC accounting standards each year to their
general reserves until the cumulative amount of such reserves reaches 50.0% of
their registered capital. These reserves are not distributable as cash
dividends. The board of directors of an FIE has the discretion to allocate a
portion of the FIEs after-tax profits to staff welfare and bonus funds, which
may not be distributed to equity owners except in the event of liquidation.

We do not face any significant government regulation in
connection with the production of our products. We do not require any special
government permits to produce our products other than those permits that are
required of all corporations in China.

Our Employees

As of December 31, 2009, we employed a total of 38 full-time
employees. The following table sets forth the number of our employees by
function.

|Function                        | Number of Employees
|------------------------------- | -------------------
|Senior Management               | 4                  
|Human Resource & Administration | 9                  
|Production                      | 22                 
|Accounting                      | 3                  
|Total                           |                    

As required by applicable PRC law, we have entered into
employment contracts with most of our officers, managers and employees. We are
working towards entering employment contracts with those employees who do not
currently have employment contracts with us. We believe that we maintain a
satisfactory working relationship with our employees, and we have not
experienced any significant labor disputes or any difficulty in recruiting staff
for our operations.

7

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Our employees in China participate in a state pension scheme organized by PRC municipal and provincial governments. We are currently required to contribute to the scheme at the rate of 20% of the average monthly salary.

In addition, we are required by PRC law to cover employees in China with various types of social insurance, and we believe that we are in material compliance with the relevant PRC laws.

Seasonality

Our business is seasonal, with the highest proportion of sales and operating income being generated in the second and third quarters of each year, with lesser sales and operating income being generated in the first and fourth quarters fourth
quarters of each year. Our working capital requirements fluctuate during the year, increasing substantially during the first and fourth quarters as a result of lower demand for glass products due to the curtailment of construction works in winter
season.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information contained in this Report before investing in our common stock. If any
of the events anticipated by the risks described below occur, our results of operations and financial condition could be adversely affected which could result in a decline in the market price of our common stock, causing you to lose all or part of
your investment.

RISKS RELATED TO OUR BUSINESS

The report of our independent auditors indicates uncertainty about our ability to continue as a going concern.

Our independent auditors have raised substantial doubt about our ability to continue as a going concern. The fact that we have received this going concern opinion from our independent auditors may make it more difficult for us to raise
capital on favorable terms and could present numerous operational issues for us, such as obtaining favorable pricing and credit from our vendors, retaining and attracting qualified managers and other employees and assuring customers that we can
fulfill orders and warranty obligations. If we are not able to continue as a going concern, our shareholders may lose all of their investment in the company. Our financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

We opted to suspend our operations and initiate the maintenance programs since November 2008 when many of our customers suffered during the global economic crisis and therefore had low demand for our products, and have not set up a specific
timeline when we will resume our operations.

Since November 2008, we have suspended our operations and commenced our maintenance programs which continued throughout the fiscal year of 2009. As a result, we did not generate any revenues as of December 30, 2009. We intend to resume our
operations when our customers substantially recover from the economic challenges they suffered during the global economic crisis and thereby substantially increase their demand for our products. We intend to make our best efforts to resume our
production as soon as possible, but as of the date of this report, we have not set up a specific timeline when we will resume our operations.

The global economic crisis could further impair the demand for our products and affecting the overall availability and cost of external financing for our operations.

The continuation or intensification of the global economic crisis and turmoil in the global financial markets has adversely impacted our business, the businesses of our customers from whom we generate revenues and our potential sources of capital
financing. The global economic crisis harmed most industries and has been particularly detrimental to the real estate, construction, automobile and consumer product industry. Since our glass and glass products serve as key components in construction
and building materials, automobiles and electrical household
products, our sales and business operations are dependent on the financial health of the these industries and would suffer if our customers experience, or continue to experience, a downturn in their business. In addition, the lack of availability of
credit could lead to a further weakening of the Chinese and global economies and make capital financing of our operations more expensive for us or impossible altogether. Presently, it is unclear whether and to what extent the economic stimulus
measures and other actions taken or contemplated by the Chinese government and other governments throughout the world will mitigate the effects of the crisis on the industries that affect our business. The impact of the current crisis on our ability
to obtain capital financing in the future, and the cost and terms of same, is also unclear. Furthermore, deteriorating economic conditions including business layoffs, downsizing, industry slowdowns and other similar factors that affect our customers
could have further negative consequences and result in lower sales, price reductions in our products and declining profit margins. The economic situation also could harm our current or future lenders or customers, causing them to fail to meet their
obligations to us. No assurances can be given that the effects of the current crisis will not damage on our business, financial condition and results of operations.

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The glass manufacturing industry is particularly sensitive to negative macroeconomic conditions which could pose complications for our business and harm our profitability.

Like other suppliers of raw materials, glass manufacturers are particularly dependent on general economic conditions, performance in other industry segments, labor costs, import duties and tariffs, competition and currency exchange rates. These
macroeconomic factors have historically resulted in wide fluctuations in the glass manufacturing industry both in China and globally. In our case, future economic downturns, stagnant economies or currency fluctuations, in China or globally, could
decrease the demand for glass or glass products or increase the amount of imports of glass and glass products into China. Our sales, margins and profitability will be harmed under such circumstances. In addition, the glass manufacturing industry is
highly reliant upon energy generally and heavy oil in particular, which is the core fuel used in the production of flat glass. Fluctuations in the price for heavy oil worldwide will impact our manufacturing costs, our profitability and financial
performance.

The economic crisis has led to sluggish demand and a dramatic decrease of exports of glass products. In 2008, 41 production lines operated by various companies in China, including our Company, were forced to cease operation and enter into
maintenance status. Management estimates that the glass market in the first half of 2009 will continue to experience volatility and the low demand for glass products will likely continue or may get even worse. The market may turn around by the end
of the third quarter or the fourth quarter of 2009 given the Chinese governments stimulus plan to increase domestic market demand and fuel economic growth, but no one can predict with certainty.

Our business is capital intensive and our growth strategy may require additional capital which may not be available on favorable terms or at all.

A float glass for about 500-ton melting capacity facility is highly capital intensive, typically costing between $40 million to $90 million depending on size, location and product complexity. Once operational, a facility is designed to
operate continuously, 365 days per year, throughout an 8 to 10 years initial operating life. Float lines are normally capable of several campaigns after the initial operating life following major repair and upgrade programs. We may require
additional cash resources due to changed business conditions, implementation of our strategy to expand our specialty float glass manufacturing capacity or other investments or acquisitions we may decide to pursue. As a result of the recent drop in
demand for our products following the onset of the global economic crisis, we need significant additional financing for working capital. The crisis may cause prolonged declines in investor confidence in and accessibility to capital markets. Future
financing may not be available on a timely basis, in sufficient amounts or on terms acceptable to us. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and
could harm our overall business prospects. Further, the sale of additional equity securities could result in dilution to our stockholders or issuance of securities with rights, preferences and privileges senior to our currently outstanding
securities. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations.

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Our business will be harmed if the glass industry in China, which has experienced oversupply problems for several years, does not realize an increase in demand at the pace we expect.

Historically, the glass industry has been characterized by wide fluctuations in the demand for, and supply of, glass and glass products. As recently as 2005 and 2006, these fluctuations have resulted in the glass supply, especially supply of low
cost and low quality glass, greatly outpacing demand for these products and negatively influencing the high quality flat glass market. Within the past two years, more than 300 flat glass production enterprises have commenced business. Most of the
newly established glass production enterprises are smaller businesses using outdated technologies to produce low quality flat glass. Before the global economic crisis, the demand for high quality float glass was considerable and over 60 new float
glass production lines became operational in China, producing float glass with higher quality, consequently supplanting the demand for imported high quality float glass. The demand for high quality float products was increasing and China was
starting to regulate low quality glass production factories thereby creating a more favorable competitive environment, but the favorable environment ended with the onset of the current global economic crisis.

In 2008, although 41 production lines were forced to cease operations, numerous companies throughout China still have 23 production lines under construction and 19 lines planned to be built in 2009. If glass prices trend upward, some of the
production lines that have ceased operations may resume their operations. The irrational increase of production lines is likely to lead to another oversupply and heightened competition in our industry. Any prolonged oversupply of glass could result
in severe downward pricing pressure on glass manufacturers and impair our profitability.

Our business is seasonal and if we fall significantly short of our anticipated earnings the first and fourth quarters, it will significantly decrease the working capital available to us which may adversely affect our purchasing
abilities.

Our business is seasonal, with most of our sales and operating income being generated in the second and third quarters of each year, lesser amounts in the first and fourth quarters of each year. Demand for our glass products is generally lower in
the winter season because construction work is curtailed in the north of China, during which time transportation can be slowed by inclement weather as well. Our working capital requirements fluctuate during the year with increased working capital
demands and constraints during the first and fourth quarters as a result of this seasonality. If we fall significantly short of our anticipated earnings in either the first or fourth quarter, working capital available to us in such quarters will
decrease. Due to limitations on borrowing which we are facing as a result of the global credit crunch, a decrease in working capital may adversely affect our purchasing abilities which would have a material adverse effect on our revenues.

Our strategy focuses on the development and sale of specialty glass products so our financial results will be negatively affected if we cannot timely develop these products or incorrectly gauge the potential market for them.

We believe that the demand for specialty glass products will grow at a faster pace than demand for common float glass. Accordingly, our future research and development initiatives and manufacturing efforts will be focused on expanding our product
offerings in the specialty glass product segments. We may not be able to develop these products in time to meet market demand and our sales revenue may not grow at expected rates in these new product lines. We also may incur expenses relating to the
development of new products that are not offset by sufficient sales revenue generated by new specialty glass product lines.

Competition in the glass manufacturing industry in China and elsewhere is intense.

We compete with approximately 300 small-sized, local Chinese glass manufacturers. The number of these small companies varies from time to time. While we may have greater resources than our smaller competitors, it is possible that these competitors
have better access in certain local markets to customers and prospects and lower production and raw material costs. Our major international competitors are NSG/Pilkington Group Limited, Saint-Gobain, Asahi and Guardian, manufacture nearly 70% of the
glass produced in the world and have more resources and greater brand recognition than we enjoy. While our resources may not be as great as our larger competitors, we believe our product quality and sales and distribution network are superior in
China and in the global mid- and lower quality glass markets. If our competitors are able to gain greater market share or improve their sales efforts, our sales
may decrease, we may be forced to lower our prices, or our marketing costs may increase, all of which could negatively impact our financial results.

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Any decrease in the availability, or increase in the cost, of raw materials could materially affect our earnings.

Our glass manufacturing operations depend heavily on the availability of various raw materials and energy resources. The mix of raw materials used in the production of flat glass, which is known as the batch, is mainly composed of three components:
silica sand, soda ash, dolomite/limestone, and mirabilite which represent 99% of all raw materials used in the production of glass. Silica sand is the main component constituting about 72% of the batch weight and soda ash represents about 16% of the
batch weight, but is one of the most expensive raw materials used accounting for approximately 60% of the batch cost. Our fuel costs, particularly heavy oil and electricity, account for over 42.6% of total manufacturing costs. The availability of
raw materials and energy resources may decrease and their prices may fluctuate greatly, as they did in 2008. We have long-term relationships with several suppliers; however, if our suppliers are unable or unwilling to provide us with raw materials
on terms favorable to us, we may be unable to produce certain products. This could result in a decrease in profit and damage to our reputation in our industry. In the event our raw material and energy costs increase, we may not be able to pass these
higher costs on to our customers in full or at all. Any increase in the prices for raw materials or energy resources could materially increase our costs and therefore lower our earnings. Additionally, certain of our supply contracts are for fixed
prices; although we benefit from favorable pricing in some of these supply contracts if prices for our raw materials go up, if market prices for these raw materials decline, we may not be able to take advantage of decreasing market prices, and our
profit margins may suffer.

Our expansion could significantly strain our resources, management and operational infrastructure which could impair our ability to meet increased demand for our products and hurt our business results.

To grow our business, we will need to expend capital resources and dedicate personnel to implement and upgrade our accounting, operational and internal management systems and enhance our record keeping and contract tracking system. Given the current
economic climate, our discretionary spending has been significantly constrained and our ability to expand infrastructure has been severely hampered by economic conditions and is highly unlikely. If we cannot successfully strengthen and optimize our
operational infrastructure, we will be unable to satisfy the demand for our products, which will impair our revenue growth and hurt our overall financial performance.

Since the acceleration of our maintenance program in late 2008, we started to depend on subcontractors for timely and effective sourcing of products to fulfill our orders, and we may not be able to acquire products in sufficient quantities and
at acceptable prices to meet our needs which would impact financial results.

Since we implemented our maintenance program, we are exclusively relying upon third party subcontractors to fulfill our raw material needs and our purchase orders. We have no contractual assurances of continued supply, pricing or access to raw
materials or new products, and any subcontractor could change the terms upon which they sell to us, discontinue selling to us, or go out of business at any time. We may not be able to acquire desired products in sufficient quantities on terms
acceptable to us in the future. Any inability to acquire suitable products on acceptable terms or the loss of one or more of our subcontractors could have a negative effect on our business and operating results. We may not be able to develop
relationships with new subcontractors, and products from alternative sources, if any, may be of a lesser quality and/or more expensive than those we currently purchase.

In addition, our subcontractors are subject to certain risks, including availability of raw materials, labor disputes, financial liquidity, inclement weather, natural disasters, and general economic and political conditions that could limit their
ability to provide us with quality products on a timely basis and at a price that is commercially acceptable.

We depend heavily on key personnel, and turnover of key employees and senior management could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions of our key technical and senior management personnel, including Lin Tan, our Chairman and Chief Executive Officer and Hong Tan, our Chief Financial Officer. They also depend in
significant part upon our ability to attract and retain additional qualified
management, technical, marketing and sales and support personnel for our
operations. If we lose a key employee, if a key employee fails to perform in his
or her current position, or if we are not able to attract and retain skilled
employees as needed, our business could suffer. Significant turnover in our
senior management could significantly deplete our institutional knowledge held
by our existing senior management team. We depend on the skills and abilities of
these key employees in managing the manufacturing, technical, marketing and
sales aspects of our business, any part of which could be harmed by turnover in
the future.

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We face risks associated with future investments or
acquisitions.

An important element of our growth strategy is to invest in or
acquire businesses that will enable us, among other things, to expand the
products we offer to our existing target customer base, lower our costs for raw
materials and components and capitalize on opportunities to expand into new
markets. In the future, we may be unable to identify other suitable investment
or acquisition candidates or may be unable to make these investments or
acquisitions on commercially reasonable terms, if at all.

If we complete an investment or acquisition, we may not realize
the anticipated benefits from the transaction. Integrating an acquired business
is distracting and time consuming, as well as a potentially expensive process.
The successful integration of these companies and any other acquired businesses
require us to:

- integrate and retain key management, sales, research and development,
  production and other personnel;
- incorporate the acquired products or capabilities into our offerings from
  an engineering, sales and marketing perspective;
- coordinate research and development efforts; integrate and support
  pre-existing supplier, distribution and customer relationships; and
- consolidate duplicate facilities and functions and combine back office
  accounting, order processing and support functions.

Geographic distance between business operations, the
compatibility of the technologies and operations being integrated and the
disparate corporate cultures being combined also present significant challenges.
Acquired businesses are likely to have different standards, controls, contracts,
procedures and policies, making it more difficult to implement and harmonize
company-wide financial, accounting, billing, information and other systems. Our
focus on integrating operations may also distract attention from our day-to-day
business and may disrupt key research and development, marketing or sales
efforts. If we cannot overcome these challenges, we may not realize actual
benefits from past and future acquisitions, which will impair our overall
business results.

Our acquisition strategy also depends on our ability to obtain
necessary government approvals, as described under Risks Related to Doing
Business in China The M&A Rule establishes more complex procedures for some
acquisitions of Chinese companies by foreign investors, which could make it more
difficult for us to pursue growth through acquisitions in China.

Unexpected equipment failures may damage our business due
to production curtailments or shutdowns.

Our glass production lines are extremely specialized and depend
on critical pieces of equipment, such as melting furnaces, float baths, cooling
lehrs and cross cutters. We conduct periodic inspection and maintenance of all
of our equipment to minimize the impact of interruption of production and
prevent breakdown because this machinery is highly specialized and cannot be
repaired or replaced without significant expense and time delay. On occasion,
our equipment may be out of service as a result of unanticipated failures which
may result in material plant shutdowns or periods of reduced production.
Interruptions in production capabilities will inevitably increase production
costs and reduce our sales and earnings. In addition to equipment failures, our
facilities are also subject to the risk of catastrophic loss due to
unanticipated events such as fires, explosions or adverse weather conditions.
Furthermore, any interruption in production capability may require us to make
large capital expenditures to remedy the situation,
which could have a negative effect on our profitability and cash flows. Although we have business interruption insurance, we cannot provide any assurance that the insurance will cover all losses that we experience as a result of the equipment
failures. In addition, longer-term business disruption could result in a loss of customers. If this were to occur, our future sales levels, and therefore our profitability, could be adversely affected.

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Exporting our glass products outside of China is a core component of our overall growth strategy, which could subject us to various economic, political, regulatory, legal and foreign exchange risks.

We currently sell most of our glass in China, but have also exported our float glass products to Asia, Europe, South America and South Africa. Our overseas sales accounted for 0% of our total sales in 2009 and 2.3% in 2008. We plan to selectively
enter international markets in which an opportunity to sell our products has been identified. The marketing, distribution and sale of our products overseas expose us to a number of risks, including:

- fluctuations in currency exchange rates;
- difficulty in designing products that are compatible with product standards in foreign countries;
- greater difficulty in accounts receivable collection;
- increased marketing and sales costs;
- difficulty and costs of compliance with foreign regulatory requirements and different commercial and legal requirements;
- an inability to obtain, maintain or enforce intellectual property rights in foreign countries;
- changes to import and export regulations, including quotas, tariffs and other trade barriers;
- delays or difficulties in obtaining export and import licenses;
- repatriation controls on foreign earnings and currency conversion restrictions; and
- difficulty in engaging and retaining distributors and agents who are knowledgeable about, and can function effectively in, overseas markets.

If we cannot effectively manage these risks, our ability to conduct or expand our business abroad would be impaired, which may in turn hamper our business, financial condition and prospects.

Our failure to adequately protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

We strive to strengthen and differentiate our product portfolio by developing new and efficient manufacturing processes and innovative products and product improvements. We have one invention patent for the combustion method of synthetic petroleum
for synfuel made from refinery coke and anthracite. Our former subsidiary Fuxin Tianyuan has granted us an exclusive license to use two utility model patents which have been granted by the PRC Patent Office and three technologies as to which Fuxin
Tianyuan has submitted invention patent application with the PRC Patent Office. Under the exclusive license agreement with Fuxin Tianyuan, we received the exclusive license for no consideration and our rights to use such exclusive license expire on
the earlier of the expiration date of such patents or the date when Fuxin Tianyuan loses its proprietary rights to the patents for reasons other than the expiration of the patents. Our rights under the exclusive license agreement will not be
affected if Fuxin Tianyuan assigns its patents to any third party. Fuxin Tianyuan will indemnify us if its patents infringe the rights of any third party. We believe that the protection of our intellectual property will become increasingly important
to our business. Implementation and enforcement of intellectual property-related laws in China has historically been lacking due primarily to ambiguities in PRC intellectual property law. Accordingly, protection of intellectual property and
proprietary rights in China may not be as effective as in the United States or other countries. We will continue to rely on a combination of patents, trade secrets, trademarks and copyrights to provide protection in this regard, but this protection
may be inadequate. For example, our pending or future patent applications may not be approved or, if allowed, they may not be of sufficient strength or scope. As a result, third parties may use the technologies and proprietary processes that we have
developed and compete with us, which could negatively affect any competitive advantage we enjoy, dilute our brand and harm our operating results.

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In addition, policing the unauthorized use of our proprietary technology can be difficult and expensive. Litigation may be necessary to enforce our intellectual property rights and given the relative unpredictability of Chinas legal system and
potential difficulties enforcing a court judgment in China, there is no guarantee litigation would result in an outcome favorable to us. Furthermore, any such litigation may be costly and may divert management attention away from our core business.
An adverse determination in any lawsuit involving our intellectual property is likely to jeopardize our business prospects and reputation. We have no insurance coverage against litigation costs so we would be forced to bear all litigation costs if
we cannot recover them from other parties. All of the foregoing factors could harm our business and financial condition.

Any disruption in the supply chain of raw materials and our products could adversely impact our ability to produce and deliver products.

As a manufacturing company, we face serious challenges in supply chain management for raw materials and delivery of our products, especially given vendors general disinclination to bear credit risk in the current economic climate. Supply chain
fragmentation and local protectionism within China further complicates supply chain disruption risks. Local administrative bodies and physical infrastructure built to protect local interests pose transportation challenges for raw material
transportation as well as product delivery. In addition, profitability and volume could be negatively impacted by limitations inherent within the supply chain, including competitive, governmental, legal, natural disasters, and other events that
could impact both supply and price. Any of these occurrences could cause significant disruptions to our supply chain, manufacturing capability and distribution system that could adversely impact our ability to produce and deliver products.

If our customers and/or the ultimate consumers of products that use our glass or glass products successfully assert product liability claims against us due to defects in our products, our operating results may suffer and our reputation may be
harmed.

Our glass and glass products are widely applied in the manufacturing of many products, including automobiles, construction materials, furniture and display cases, electrical household appliances, lighting fixtures and decorative glass artwork.
Significant property damage, personal injuries and even death can result from malfunctioning products. If our glass is not properly manufactured or installed and/or if people are injured as a result of our products, we could be subject to claims for
damages based on theories of product liability and other legal theories in some jurisdictions in which our products are sold. The costs and resources to defend such claims could be substantial and, if such claims are successful, we could be
responsible for paying some or all of the damages. We do not have product liability insurance. The publicity surrounding these sorts of claims is also likely to damage our reputation, regardless of whether such claims are successful. Any of these
consequences resulting from defects in our products would hurt our operating results and stockholder value.

Our products may become subject to recall in the event of defects or other performance related issues.

Since we furnish our glass and glass products to participants in the automotive industry, we are at risk for product recall costs which are costs incurred when, either voluntarily or involuntarily, a product is recalled through a formal campaign to
solicit the return of specific products due to a known or suspected performance defect. Costs typically include the cost of the product, part or component being replaced, the cost of the recall borne by our customers and labor to remove and replace
the defective part or component. Our glass and glass products have not been the subject of an open recall. If a recall decision is made, we will need to estimate the cost of the recall and record a charge to earnings in that period. In making this
estimate, judgment is required as to the quantity or volume to be recalled, the total cost of the recall campaign, the ultimate negotiated sharing of the cost between us and our distributor or customer. As a result, these estimates are subject to
change. Excessive recall costs or our failure to adequately estimate these costs may negatively affect our operating results.

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Certain of our existing stockholders have substantial influence over our company, and their interests may not be aligned with the interests of our other stockholders.

Ms. Lin Tan is the indirect, beneficial owner of approximately 54.5% of our common stock. As a result, she has significant influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of
our assets, election of directors and other significant corporate actions. This concentration of ownership may also have the effect of discouraging, delaying or preventing a future change of control, which could deprive our stockholders of an
opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our shares.

Environmental claims or failure to comply with any present or future environmental regulations may require us to spend additional funds and may harm our results of operations.

In recent years, the glass industry has become more heavily regulated, particularly from an environmental perspective due to the use of heavy oil in the production process. In addition, our business is subject to health and safety laws and
regulations that affect our operations, facilities and products in each of the jurisdictions in which we operate. We believe that we are in compliance with all material environmental, health and safety laws and regulations related to our products,
operations and business activities. Although we have not suffered material environmental claims in the past, the failure to comply with any present or future regulations could result in the assessment of damages or imposition of fines against us,
suspension of production, cessation of our operations or even criminal sanctions. New regulations could also require us to acquire costly equipment or to incur other significant expenses. Our failure to control the use of, or adequately restrict the
discharge of, hazardous substances could subject us to potentially significant monetary damages and fines or suspension of our business operations, which could cause damage to our business. We have applied to the PRC authorities for an environmental
approval certificate. If we fail to obtain that certificate in a timely manner or at all, our business will be harmed.

We have limited insurance coverage and do not carry any business interruption insurance, third-party liability insurance for our manufacturing facilities or insurance that covers the risk of loss of our products in shipment.

Operation of our glass manufacturing facilities involves many risks, including equipment failures, natural disasters, industrial accidents, power outages, labor disturbances and other business interruptions. Furthermore, if any of our products are
faulty, then we may become subject to product liability claims or we may have to engage in a product recall. We do not carry any business interruption insurance, product recall or third-party liability insurance for our manufacturing facilities or
with respect to our products to cover claims pertaining to personal injury or property or environmental damage arising from defaults with our products, product recalls, accidents on our property or damage relating to our operations. Therefore, our
existing insurance coverage may not be sufficient to cover all risks associated with our business. As a result, we may be required to pay for financial and other losses, damages and liabilities, including those caused by natural disasters and other
events beyond our control, out of our own funds, which could have a material adverse effect on our business, financial condition and results of operations.

We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls attested to by our independent auditors.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the SEC 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. In addition, the independent registered public accounting firm auditing a companys financial statements must also attest to and report on the operating effectiveness of the companys internal controls. Under current
law, we were subject to these requirements beginning with our annual report for the fiscal year ending December 31, 2009, although the auditor attestation is not required until our annual report for the fiscal year ending December 31, 2009 assuming
our filing status remains as a smaller reporting company. We can provide no assurance that we will comply with all of the requirements imposed thereby. There can be no positive assurance that we will receive a positive attestation from our
independent auditors. In the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner or we are unable to receive a positive attestation from our independent auditors with
respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements.

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Our holding company structure may limit the payment of dividends.

We have no direct business operations, other than our ownership of our subsidiaries. While we have no current intention of paying dividends, should we decide in the future to do so, as a holding company, our ability to pay dividends and meet other
obligations depends upon the receipt of dividends or other payments from our operating subsidiaries and other holdings and investments. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to
make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions as discussed below. If future
dividends are paid in RMB, fluctuations in the exchange rate for the conversion of RMB into U.S. dollars may reduce the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars.

Chinese regulations currently permit the payment of dividends only out of accumulated profits as determined in accordance with Chinese accounting standards and regulations. Our subsidiaries in China are also required to set aside a portion of their
after tax profits according to Chinese accounting standards and regulations to fund certain reserve funds. Currently, our subsidiaries in China are the only sources of revenues or investment holdings for the payment of dividends. If they do not
accumulate sufficient profits under Chinese accounting standards and regulations to first fund certain reserve funds as required by Chinese accounting standards, we will be unable to pay any dividends.

RISKS RELATED TO DOING BUSINESS IN CHINA

Adverse changes in political and economic policies of the PRC government could impede the overall economic growth of China, which could reduce the demand for our products and damage our business.

We conduct substantially all of our operations and generate most of our revenue in China. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in
China. The PRC economy differs from the economies of most developed countries in many respects, including:

- a higher level of government involvement;
- a early stage of development of the market-oriented sector of the economy;
- a rapid growth rate;
- a higher level of control over foreign exchange; and
- the allocation of resources.

As the PRC economy has been transitioning from a planned economy to a more market-oriented economy, the PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. While these measures may
benefit the overall PRC economy, they may also have a negative effect on us.

Although the PRC government has in recent years implemented measures emphasizing the utilization of market forces for economic reform, the PRC government continues to exercise significant control over economic growth in China through the allocation
of resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy and imposing policies that impact particular industries or companies in different ways.

Any adverse change in economic conditions or government policies in China could have a material adverse effect on the overall economic growth in China, which in turn could lead to a reduction in demand for our services and consequently have a
material adverse effect on our business and prospects.

Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.

We conduct substantially all of our business through our operating subsidiaries in the PRC. Our operating subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to
foreign-invested enterprises. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new
PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules
are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial costs and
diversion of resources and management attention. In addition, all of our executive officers and all of our directors are residents of China and not of the United States, and substantially all the assets of these persons are located outside the
United States. As a result, it could be difficult for investors to affect service of process in the United States or to enforce a judgment obtained in the United States against our Chinese operations and subsidiaries.

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If we are found to have failed to comply with applicable laws, we may incur additional expenditures or be subject to significant fines and penalties.

Our operations are subject to PRC laws and regulations applicable to us. However, many PRC laws and regulations are uncertain in their scope, and the implementation of such laws and regulations in different localities could have significant
differences. In certain instances, local implementation rules and/or the actual implementation are not necessarily consistent with the regulations at the national level. Although we strive to comply with all the applicable PRC laws and regulations,
we cannot assure you that the relevant PRC government authorities will not later determine that we have not been in compliance with certain laws or regulations. Our failure to comply with the applicable laws and regulations in China could subject us
to administrative penalties and injunctive relief, as well as civil remedies, including fines, injunctions and recalls of our products. It is possible that changes to such laws or more rigorous enforcement of such laws or with respect to our current
or past practices could have a material adverse effect on our business, operating results and financial condition. Further, additional environmental or safety issues relating to matters that are not currently known to management may result in
unanticipated liabilities and expenditures.

The PRC government exerts substantial influence over the manner in which we must conduct our business activities.

The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and
regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and
regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our
part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies,
could have a significant effect on economic conditions in China or particular regions thereof and could require us to divest ourselves of any interest we then hold in Chinese properties or joint ventures.

Restrictions on currency exchange may limit our ability to receive and use our sales revenue effectively.

All our sales revenue and expenses are denominated in RMB. Under PRC law, the RMB is currently convertible under the current account, which includes trade and service-related foreign exchange transactions, but not under the capital
account, which includes dividends, foreign direct investment and loans. Currently, our PRC operating subsidiary may purchase foreign currencies for settlement of current account transactions, and some routine payments under the capital
account, such as payments of dividends to us, without the approval of the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, the relevant PRC government authorities may limit or
eliminate our ability to purchase foreign currencies in the future. Since a significant amount of our future revenue will be denominated in RMB, any existing and future restrictions
on currency exchange may limit our ability to utilize revenue generated in RMB to fund our business activities outside China that are denominated in foreign currencies.

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Foreign exchange transactions by PRC operating subsidiaries under the capital account continue to be subject to significant foreign exchange controls and require the approval of or need to register with PRC government authorities, including SAFE. In
particular, if our PRC operating subsidiaries borrow foreign currency through loans from us or other foreign lenders, these loans must be registered with SAFE, and if we finance the subsidiaries by means of additional capital contributions, these
capital contributions must be approved by certain government authorities, including the Ministry of Commerce or their respective local counterparts. These limitations could affect their ability to obtain foreign exchange through debt or equity
financing.

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RMB and between those currencies and other currencies in which our sales may be denominated. Because substantially all of our earnings
and cash assets are denominated in RMB, fluctuations in the exchange rate between the U.S. dollar and the RMB will affect the relative purchasing power of these proceeds, our balance sheet and our earnings per share in U.S. dollars. In addition,
appreciation or depreciation in the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations
in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars as well as earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.

Since July 2005, the RMB has no longer been pegged to the U.S. dollar. Although the Peoples Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may
appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in
the foreign exchange market.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability
and effectiveness of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our
ability to convert RMB into foreign currencies.

Restrictions under PRC law on our PRC subsidiaries ability to make dividends and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay
dividends to you, and otherwise fund and conduct our businesses.

Substantially all of our revenues are earned by our PRC subsidiaries. However, PRC regulations restrict the ability of our PRC subsidiaries to make dividends and other payments to their offshore parent company. PRC legal restrictions permit payments
of dividend by our PRC subsidiaries only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Each of our PRC subsidiaries is also required under PRC laws and regulations to
allocate at least 10% of our annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amounts in said fund reaches 50% of our registered capital. Allocations to these statutory reserve funds can
only be used for specific purposes and are not transferable to us in the form of loans, advances or cash dividends. Any limitations on the ability of our PRC subsidiaries to transfer funds to us could materially and adversely limit our ability to
grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

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Under the New EIT Law, we may be classified as a resident enterprise of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders.

China passed a new Enterprise Income Tax Law, or the New EIT Law, and its implementing rules, both of which became effective on January 1, 2008. Under the New EIT Law, an enterprise established outside of China with de facto management
bodies within China is considered a resident enterprise, meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the New EIT Law define de facto
management as substantial and overall management and control over the production and operations, personnel, accounting, and properties of the enterprise. Because the New EIT Law and its implementing rules are new, no official
interpretation or application of this new resident enterprise classification is available. Therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

If the PRC tax authorities determine that Golden Elephant Glass Technology, Inc. is a resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the
enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as interest on offering proceeds and non-China source income would be
subject to PRC enterprise income tax at a rate of 25%. Second, although under the New EIT Law and its implementing rules dividends paid to us from our PRC subsidiaries would qualify as tax-exempt income, we cannot guarantee that such
dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are
treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to the new resident enterprise classification could result in a situation in which a 10% withholding
tax is imposed on dividends we pay to our non-PRC stockholders and with respect to gains derived by our non-PRC stockholders from transferring our shares. We are actively monitoring the possibility of resident enterprise treatment for
the 2009 tax year and are evaluating appropriate organizational changes to avoid this treatment, to the extent possible.

If we were treated as a resident enterprise by PRC tax authorities, we would be subject to taxation in both the U.S. and China, and our PRC tax may not be creditable against our U.S. tax.

If the China Securities Regulatory Commission, or CSRC, or another PRC regulatory agency determines that CSRC approval is required in connection with the reverse acquisition of Dollar Come, the reverse acquisition may be cancelled, or we may
become subject to penalties.

On August 8, 2006, six PRC regulatory agencies, including the CSRC, promulgated the Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective on September 8, 2006. The
M&A Rule, among other things, requires that an offshore company controlled by PRC companies or individuals that have acquired a PRC domestic company for the purpose of listing the PRC domestic companys equity interest on an overseas stock
exchange must obtain the approval of the CSRC prior to the listing and trading of such offshore companys securities on an overseas stock exchange. On September 21, 2006, the CSRC, pursuant to the M&A Rule, published on its official web
site procedures specifying documents and materials required to be submitted to it by offshore companies seeking CSRC approval of their overseas listings.

In the opinion of our PRC counsel, Guangdong Hanyu Law Firm, the M&A Rule does not apply to our reverse acquisition of Dollar Come completed on March 31, 2008. However, if the CSRC or another PRC governmental agency subsequently determines that
we should have obtained CSRC approval for such reverse acquisition transaction, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our
operations in China and limit our operating privileges in China, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of
our shares.

The M&A Rule establishes more complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

The M&A Rule establishes additional procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more time-consuming and complex, including requirements in some instances that the PRC Ministry of
Commerce be notified in advance of any change-of-control transaction and in some situations,
require approval of the PRC Ministry of Commerce when a foreign investor takes control of a Chinese domestic enterprise. In the future, we may grow our business in part by acquiring complementary businesses, although we do not have any plans to do
so at this time. The M&A Rule also requires PRC Ministry of Commerce anti-trust review of any change-of-control transactions involving certain types of foreign acquirers. Complying with the requirements of the M&A Rule to complete such
transactions could be time-consuming, and any required approval processes, including obtaining approval from the PRC Ministry of Commerce, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our
business or maintain our market share.

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You may have difficulty enforcing judgments against us.

We are a Nevada holding company and most of our assets are located outside of the United States. Most of our current operations are conducted in the PRC. In addition, most of our directors and officers are nationals and residents of countries other
than the United States. A substantial portion of the assets of these persons is located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be
difficult for you to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the United States and the substantial majority
of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts. Courts in China may recognize and enforce foreign judgments in
accordance with the requirements of the PRC Civil Procedures Law based on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other arrangements that provide
for the reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if
they decide that the judgment violates basic principles of PRC law or national sovereignty, security or the public interest. So, it is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States.

RISKS RELATED TO THE MARKET FOR OUR STOCK GENERALLY

Trading on the OTC pink sheets may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC pink sheets electronic quotation system. Trading in stock quoted on the OTC pink sheets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with
our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC pink sheets is not a stock exchange, and trading of securities on the OTC pink
sheets is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

Because our common stock is quoted and traded on the OTC pink sheets, short selling could increase the volatility of our stock price.

Short selling occurs when a person sells shares of stock which the person does not yet own and promises to buy stock in the future to cover the sale. The general objective of the person selling the shares short is to make a profit by buying the
shares later, at a lower price, to cover the sale. Significant amounts of short selling, or the perception that a significant amount of short sales could occur, could depress the market price of our common stock. In contrast, purchases to cover a
short position may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock.
As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the OTC pink sheets
or any other available markets or exchanges. Such short selling if it were to occur could impact the value of our stock in an extreme and volatile manner to the detriment of our shareholders.

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We are subject to penny stock regulations and restrictions.

The SEC has adopted regulations which generally define so-called penny stocks to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain
exemptions. If our common stock becomes a penny stock, we may become subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such
securities to persons other than established customers and accredited investors (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses).
For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchasers written consent to the transaction prior to sale. As a result, this rule may affect the
ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be
made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stock.

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act,
which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Certain provisions of our Articles of Incorporation may make it more difficult for a third party to effect a change-in-control.

Our Articles of Incorporation authorize the board of directors to issue up to 10,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the board of
directors without further action by the stockholders. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights and redemption rights
provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be
used to restrict our ability to merge with, or sell assets to, a third party. The ability of the board of directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a
change-in-control, which in turn could prevent the stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable.

ITEM 2. PROPERTIES.

There is no private land ownership in China. Individuals and companies are permitted to acquire land use rights for specific purposes. We were granted land use rights from the PRC government for 264,000 square meters of land located in the Glass
Industrial Park at 123 Chuangye Road, Haizhou District, Fuxin City, Liaoning Province, China. We also have 21 properties located at 123 Chuangye Road, Haizhou District, Fuxin City, Liaoning Province, China. The land use rights will expire on
September 18, 2052. We have placed mortgages on the land and 19 properties to secure certain bank loans for an amount up to approximately $8.3 million.

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We also lease land use right for 108,068 square meters and 42
properties (aggregated surface of 22,470.22 square meters) from Fuxin Guangya
Flat Glass Co. Ltd. We believe that all our properties have been adequately
maintained, are generally in good condition and are suitable and adequate for
our business.

Dongfang Company, which is owned by our majority stockholder
Ms. Lin Tan, transferred some properties including a hotel and some villas to
Fuxin Hengrui to be used as collateral for a bank loan. In March 2008, Fuxin
Hengrui transferred the properties back to Dongfang Company after the bank loan
was repaid.

ITEM 3. LEGAL PROCEEDINGS.

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

ITEM 4.REMOVED AND RESERVED.

PART II

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

Market Information

Our common stock was initially quoted on the OTC Bulletin Board
maintained by the Financial Industry Regulatory Authority under the symbol
GOEG.OB. Since May 18, 2010, we have been quoted on the OTC pink sheets
electronic quotation system. The OTC pink sheets electronic quotation system is
a network of security dealers who buy and sell stock. The dealers are connected
by a computer network that provides information on current bids and asks, as
well as volume information. Our shares are quoted on the OTC pink sheets
electronic quotation system under the symbol GOEG.

The market for our common stock is limited, volatile and
sporadic. The following table sets forth the range of high and low bid
quotations for our common stock for each of the periods indicated as reported by
the OTC pink sheets. These quotations below reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

The following table sets forth, for the periods indicated, the
high and low bid prices of our common stock. These prices reflect inter-dealer
prices, without retail mark-up, mark-down or commission, and may not represent
actual transactions.

|                             |   | **Closing Bid Prices (1)** | 
|---------------------------- | - | -------------------------- | 
|                             |   | High                       | 
|Year Ended December 31, 2009 |   |                            | 
|1stQuarter                   | $ | 0.27                       | 
|2ndQuarter                   | $ | 0.22                       | 
|3rdQuarter                   | $ | 0.35                       | 
|4thQuarter                   | $ | 0.031                      | 
|                             |   |                            | 
|Year Ended December 31, 2008 |   |                            | 
|1stQuarter                   | $ | N/A                        | 
|2ndQuarter                   | $ | 4.00                       | 
|3rdQuarter                   | $ | 6.00                       | 

|4thQuarter | $ | 6.00 |  |  | 0.19 | 
|---------- | - | ---- |  |  | ---- | 

_______________(1) The above table sets forth the range of
high and low closing bid prices per share of our common stock as reported by
www.quotemedia.com for the periods indicated.

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Approximate Number of Holders of Our Common Stock

As of March 31, 2010, there were approximately 689 stockholders
of record of our common stock. The number of record holders does not include
persons who held our common stock in nominee or street name accounts through
brokers.

Dividends

We have never declared or paid a cash dividend. Any future
decisions regarding dividends will be made by our board of directors. We
currently intend to retain and use any future earnings for the development and
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future. Our board of directors has complete discretion on whether to
pay dividends, subject to the approval of our stockholders. Even if our board of
directors decides to pay dividends, the form, frequency and amount will depend
upon our future operations and earnings, capital requirements and surplus,
general financial condition, contractual restrictions and other factors that the
board of directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation
Plans

We do not have in effect any compensation plans under which our
equity securities are authorized for issuance and we do not have any outstanding
stock options.

Recent Sales of Unregistered Securities

We have not sold any equity securities during the fiscal year
ended December 31, 2009 that were not previously disclosed in a quarterly report
on Form 10-Q or a current report on Form 8-K that was filed during the 2008
fiscal year.

Purchases of Our Equity Securities

No repurchases of our common stock were made during the fourth
quarter of our fiscal year ended December 31, 2009.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

The following managements discussion and analysis should be
read in conjunction with our financial statements and the notes thereto and the
other financial information appearing elsewhere in this report. In addition to
historical information, the following discussion contains certain
forward-looking information. See Special Note Regarding Forward Looking
Statements above for certain information concerning those forward looking
statements. Our financial statements are prepared in U.S. dollars and in
accordance with U.S. GAAP.

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COMPANY OVERVIEW

We are a China-based float glass manufacturer. Our product
offerings include float glass, ultra-clear glass (also called crystal glass),
colored float glass and high grade, glass processed products such as mirrors,
glass artwork, tempered glass, insulated glass, laminated glass, lacquered glass
and similar products. We have been manufacturing our glass products from our
production facility in Fuxin City, Liaoning Province, China since 2002 and sell
our products to end users in China, Asia, Europe, South America and South
Africa.

We design, develop, manufacture and market our products for use
in a variety of end products, including automobiles, commercial and residential
buildings, construction materials, furniture and display cases, lighting
fixtures and decorative glass artwork, bath fixtures and electrical household
appliances, such as refrigerators and microwave ovens. We sell our products to
automakers and auto parts suppliers, building contractors and building material
suppliers and manufacturers of retail goods, both directly and through a broad
distributor network.

Our glass and glass products are manufactured in a broad range
of colors and specifications which are usually measured by thickness and width
and range between 2-23 millimeters in thickness and 3,300 millimeters in width.
Our glass products are marketed primarily under the Golden Elephant brand
name. Our total annual production capacity of our glass products is currently
4.95 million weight cases and we maintain two production lines which have an
aggregate daily melting capacity of over 800 tons, in which 300 tons production
line was rent from Fuxin Guangya Flat Glass Co. Ltd. which has been
bankrupted.

We strive to be a low cost provider of high quality products.
Our glass products have been given a GB 11615-199 certification by the Chinese
National Quality Standards for glass products and passed the annual inspections
conducted by Chinese National Glass Inspection Committee since 2004. Our
products also have been certified by ISO 9001-2000, a Chinese Quality System and
ESC certification, a European Quality Certification for construction products,
with the valid term from March 24, 2007 to March 24, 2010, new Quality
Certification should be re certified after March 24, 2011. We transport our
products by train, sea and expressway.

During the recent global economic crisis, many of our customers
operate in industry segments that have been hardest hit by the economic crisis,
such as the automotive, construction and home furnishing industries, our
performance was consequently suffered. From November 2008, we suspended
operations of our float glass manufacturing operations in order to perform
maintenance and system upgrades that eventually would be needed We have
performing eight technological enhancement projects and will be completed by the
end of 2010. We opted to suspend operations and initiate the maintenance program
at a time when pricing and demand for our products was low in order to minimize
the adverse effect of suspending operations. Until the amelioration of the
economic crisis, particularly in the industry segments in which our targeted
customers operate, we expect to continue to experience significant challenges.
In response to these challenges, we will continue to implement what we believe
to be prudent, cost-saving measures in a judicious and timely fashion. We intend
to continue to take appropriate steps to minimize the adverse effects of the
global economic crisis on our operations and financial performance.

Results of Operations

The following table sets forth key components of our results of
operations for the periods indicated:

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|                       |   | Year ended December 31, |  |   | Year ended December 31, | 
|---------------------- | - | ----------------------- |  | - | ----------------------- | 
|                       |   | 2009                    |  |   | 2008                    | 
|                       |   |                         |  |   |                         | 
|                       |   |                         |  |   |                         | 
|Sales revenues         | $ | 2,267,268               |  | $ | 60,723,960              | 
|Cost of sales          |   | 2,267,268               |  |   | 49,893,845              | 
|Gross profit           |   | -                       |  |   | 10,830,115              | 
|Other operating income |   |                         |  |   |                         | 

|Gain on disposal of a subsidiary                               |  | -           |   |   | 508,981    |  
|-------------------------------------------------------------- |  | ----------- | - | - | ---------- | -
|                                                               |  |             |   |   |            |  
|Total other operating income                                   |  | -           |   |   | 508,981    |  
|Operating expenses:                                            |  |             |   |   |            |  
|Administrative expenses                                        |  | 3,605,591   |   |   | 1,933,266  |  
|Research and development expenses                              |  | -           |   |   | 1,761,554  |  
|Selling expenses                                               |  | -           |   |   | 205,955    |  
|Increase in provision for doubtful debts                       |  | 4,509,885   |   |   | 6,687,230  |  
|Increase in provision for inventories                          |  | 203,576     |   |   | -          |  
|Impairment of property, plant and equipment                    |  | -           |   |   | 2,757,229  |  
|Impairment of goodwill                                         |  | -           |   |   | 393,831    |  
|                                                               |  |             |   |   |            |  
|Total operating expenses                                       |  | 8,319,052   |   |   | 13,739,065 |  
|                                                               |  |             |   |   |            |  
|(Loss)/income before income taxes and
      minority interests |  | (10,442,112 | ) |   | (3,668,827 | )
|Income taxes                                                   |  | (314,411    | ) |   | (85,068    | )
|Minority interests                                             |  | -           |   |   | 4,994      |  
|Net loss from continuing                                       |  |             |   |   |            |  
|operations                                                     |  | (10,756,523 | ) |   | (3,748,901 | )
|                                                               |  |             |   |   |            |  
|Other comprehensive income                                     |  |             |   |   |            |  
|Foreign currency translation adjustments                       |  | (32,183     | ) |   | 1,054,913  |  
|Comprehensive net loss                                         |  | (10,788,706 | ) | $ | (2,693,988 | )

Sales Revenue. Our sales revenue decreased by $58.4
million, or 96.2%, to $2.3 million in the year ended on December 31, 2009 from
$60.7 million in same period ended December 31, 2008. This significant decrease
in revenue was mainly attributable to suspension production, only disposal
opening finished products.

Cost of Sales. Our cost of sales decreased by $47.6
million, or 95.4%, to $2.3 million in the year ended December 31, 2009 from
$49.9 million in the same period ended 2008. This substantially decrease was
mainly due to sales revenue decrease.

Gross Profit. Our gross profit decreased $10.8 million,
or 100.0%, to $0 in the year ended December 31, 2009 from $10.8 million in the
same period ended December 31, 2008. Gross profit margin was 0% in 2009, as
compared to 17.8% in 2008. Such percentage decrease was mainly due to disposal
opening products and no margin.

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Administrative Expenses. Our administrative expenses
increased by $1.7 million, or 89.5%, to $3.6 million in the fiscal year ended
December 31, 2009 from $1.9 million in the same period ended December 31, 2008.
As a percentage of sales revenue, administrative expenses increased to 159.0% in
2009, as compared to 3.1% in 2008. This percentage increase was primarily
attributable to the fact that all depreciation expense presented as
administrative expense due to suspension production this year, and the sales
revenue decreased 95.4%, then decreasing the comparison base.

Research and development Expenses Our research and
development expenses decreased by $1.8 million, or 100.0%, to $0 in the fiscal
year ended December 31, 2009 from $1.8 in the fiscal year ended December 31,
2008. As a percentage of sales revenue, research and development expenses
decreased to 0% in 2009, as compared to 3.0% in 2008. This percentage decrease
was primarily attributable to no R & D activities due to suspension
production.

Increase in provision for doubtful debts. Our provision
for doubtful debts and inventories and impairment of PPE and goodwill decreased
by $5.1 million, or 52.0%, to $4.7 million in the fiscal year of 2009 from $9.8
million in the fiscal year of 2008. The substantial decrease of provision for
doubtful debts and inventories and impairment of PPE and goodwill expenses
increased was primarily attributable to no new receivables, and only increased
provision for opening accounts receivables.

Selling Expenses. Our selling expenses decreased by
$205,955, or 100.0%, to $0 in 2009 from $205,955 in 2008. As a percentage of
sales revenue, selling expenses decreased to 0% in 2009, as compared to 0.3% in
2008. This percentage decrease was primarily attributable to no any selling
expenses due to suspension production.

Operating Expenses. Our operating expenses decreased by
$5.4 million, or 39.4%, to $8.3 million in 2009 from $13.7 million in 2008. The
substantial decrease of operating expenses was primarily attributable to no
selling and R & D expenses, and no FA impairment expenses this year.

Loss before Income Taxes and Minority Interests. Loss
before income taxes and minority interests increased by $6.7 million, or 181.1%,
to $10.4 million in 2009 from $3.7 million in 2008. The significant increase of
loss from income taxes and minority interests was primarily due to sales revenue
decreased dramatically this year.

Income Taxes. The increase in income taxes from $85,068
in 2008 to $314,411 in 2009 was mainly due to write off the opening deferred tax
assets.

Net Loss. Our net loss increased by $7.1 million, or
191.9%, to $10.8 million in 2009 from $3.7 million in 2008, as a result of the
factors described above.

Liquidity and Capital Resources

As of December 31, 2009, we had cash and cash equivalents of
approximately $7,358. The following table provides detailed information about
our net cash flow for all financial statements periods presented in this report.

|                                                                |  | Year ended December 31, |  
|--------------------------------------------------------------- |  | ----------------------- | -
|                                                                |  | 2009                    |  
|Net cash flows (used in)/provided by
      operating activities |  | 1,285,794               |  
|Net cash flows used in investing activities                     |  | (1,334,376              | )
|Net cash flows provided by financing
      activities           |  | -                       |  

|Effect of foreign currency translation on cash and cash equivalents |  | (85,479  | ) |  | 6,826  | 
|------------------------------------------------------------------- |  | -------- | - |  | ------ | 
|Net increase (decrease) in cash and cash equivalents                |  | (134,061 | ) |  | 78,759 | 

26

---

Net cash (used in)/ provided by operating
activities

Net cash provided by operating activities was $1.3 million in
2009, as compared to $2.6 million net cash used in operating activities for the
same period in 2008. This $3.9 million increase in net cash provided by
operating activities was mainly attributable to account receivables decreased
this year.

Net cash used in investing activities

Net cash used in investing activities was $1.3 million in 2009,
as compared to $3.7 million in 2008. This $2.4 million decrease in net cash used
for investing activities was mainly attributable to decrease prepayment to
related parties.

Net cash flows provided by financing
activities

We did not generate any cash flow by financing activities in
2009, but generated $6.4 million in 2008. The substantial decrease of net cash
provided by financing activities was mainly due to suspension production.

Critical Accounting Policies

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires our
management to make assumptions, estimates and judgments that affect the amounts
reported, including the notes thereto, and related disclosures of commitments
and contingencies, if any. We have identified certain accounting policies that
are significant to the preparation of our financial statements. These accounting
policies are important for an understanding of our financial condition and
results of operation. Critical accounting policies are those that are most
important to the portrayal of our financial conditions and results of operations
and require management's difficult, subjective, or complex judgment, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain and may change in subsequent periods. Certain accounting
estimates are particularly sensitive because of their significance to financial
statements and because of the possibility that future events affecting the
estimate may differ significantly from management's current judgments. We
believe the following critical accounting policies involve the most significant
estimates and judgments used in the preparation of our financial statements.

Use of estimates

In preparing financial statements in conformity with accounting
principles generally accepted in the United States of America, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the dates of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting periods. These accounts and estimates include, but
are not limited to, the valuation of accounts receivable, inventories, deferred
income taxes, provision for warranty and the estimation on useful lives of
property, plant and equipment. Actual results could differ from those estimates.
Critical accounting estimates used in preparation of the financial statements
include managements judgments about its valuation of the allowance for bad
debt.

Concentrations of credit risk

Financial instruments that potentially subject the Company to
significant concentrations of credit risk consist principally of cash and cash
equivalents, trade receivables and other receivables. As of December 31, 2009
and 2008, substantially all of the Companys cash and cash equivalents and
restricted cash were held by major financial institutions located in the PRC,
which management believes are of high credit quality. With respect to other receivables and trade receivables, the Company extends credit
based on an evaluation of the customers financial condition. The Company
generally does not require collateral for trade receivables and other
receivables and maintains an allowance for doubtful accounts of trade
receivables and other receivables. The Company conducts periodic reviews of its
customers' financial condition and customer payment practices to minimize
collection risk on accounts receivable.

27

---

During the reporting periods, customers representing 10% or
more of the Companys consolidated sales are:

|          |   | Year ended December 31, | 
|--------- | - | ----------------------- | 
|          |   | 2009                    | 
|          |   |                         | 
|Company A | $ | 2,267,268               | 
|Company B |   | -                       | 
|          |   |                         | 
|Totals    | $ | 2,267,268               | 

During the year of 2009, there is only one sales transaction,
Company A represent 100% of the Companys consolidated sales.

Details of customers for 10% or more of the Companys trade
receivables are:

|          |   | As of December 31, | 
|--------- | - | ------------------ | 
|          |   | 2009               | 
|          |   |                    | 
|Company A | $ | 1,649,929          | 
|Company B |   | 610,313            | 
|Company C |   | 559,878            | 
|Company D |   | 479,610            | 
|Company E |   | -                  | 
|Company F |   | -                  | 
|          |   |                    | 
|Totals    | $ | 3,299,730          | 

28

---

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks
and other highly liquid investments with initial maturities of three months or
less to be cash equivalents. As of December 31, 2009 and 2008, almost all the
cash and cash equivalents were denominated in Renminbi (RMB) and were placed
with banks in the PRC. They are not freely convertible into foreign currencies
and the remittance of these funds out of the PRC is subject to exchange control
restrictions imposed by the PRC government. The remaining insignificant balance
of cash and cash equivalents were denominated in US dollars.

Restricted cash

Deposits in banks pledged as securities for bills payable that
are restricted in use are classified as restricted cash under current
assets.

Allowance for doubtful accounts

The Company establishes an allowance for doubtful accounts
based on managements assessment of the collectability of trade receivables and
other receivables. A considerable amount of judgment is required in assessing
the amount of the allowance; the Company considers the historical level of
credit losses and applies percentages to aged receivable categories. The Company
makes judgment about the creditworthiness of each customer based on ongoing
credit evaluations, and monitors current economic trends that might impact the
level of credit losses in the future. If the financial condition of the
customers were to deteriorate, resulting in their inability to make payments, a
larger allowance may be required.

Based on the above assessment, during the reporting years,
management establishes a general provisioning policy to make the allowance
equivalent to 10% of gross amount of trade receivables and other receivables due
over 6-12 months, 25% gross amount of trade receivables and other receivables
due over 1-2 years and 50% of gross amount of trade receivables and other
receivables due over 2-3 years and 100% of gross amount of trade receivables and
other receivables due over 3 years. Additional specific provision is made
against trade receivables aged less than 6 months to the extent which they are
considered to be doubtful.

Bad debts are written off when identified. The Company extends
unsecured credit to customers ranging from three to six months in the normal
course of business. The Company does not accrue interest on trade
receivables.

Historically, losses from uncollectible accounts have not
significantly deviated from the general allowance estimated by management and no
significant additional bad debts have been written off directly to the profit
and loss. This general provisioning policy has not changed in the past since
establishment and management considers that the aforementioned general
provisioning policy is adequate and not too excessive and does not expect to
change this established policy in the near future.

Recently issued accounting pronouncements

Adoption of FASB Accounting Standards Codification

In June 2009, the FASB issued SFAS No. 168, " The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principlesa replacement of FASB Statement No. 162 ". This standard
is now included in ASC Topic 105 and established only two levels of GAAP,
authoritative and non-authoritative. The FASB Accounting Standards Codification
(the "Codification") became the source of authoritative, nongovernmental GAAP,
except for rules and interpretive releases of the SEC, which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC
accounting literature not included in the Codification became non-authoritative.
This standard is effective for financial statements for interim or annual
reporting periods ending after September 15, 2009. Effective August 1, 2009, we
adopted the new guidelines and numbering system prescribed by the Codification
when referring to GAAP. The adoption had no impact on our consolidated financial
condition, results of operations or cash flows.

29

---

Adoption of FASB ASC 805

Effective January 1, 2009, the Company adopted FASB ASC 805, Business Combinations. FASB ASC 805 changed accounting for acquisitions that close beginning in 2009. FASB ASC 805 extends its applicability to all transactions and other
events in which one entity obtains control over one or more other businesses. It broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations. FASB ASC
805 expands on required disclosures to improve the statement users abilities to evaluate the nature and financial effects of business combinations. The adoption of FASB ASC 805 did not have a material impact on the Companys financial
statements.

Adoption of FASB ASC 805-20

Effective January 1, 2009, the Company adopted FASB ASC 805-20, Non controlling Interests in Consolidated Financial Statements. FASB ASC 805-20 requires that a non controlling interest in a subsidiary be reported as equity and the amount
of consolidated net income specifically attributable to the non controlling interest be identified in the consolidated financial statements. It also calls for consistency in the manner of reporting changes in the parents ownership interest and
requires fair value measurement of any non controlling equity investment retained in a deconsolidation. FASB ASC 805-20 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. The adoption FASB
ASC 805-20 did not have material impact on the Companys financial statements.

Adoption of FASB ASC 815

Effective January 1, 2009, the Company adopted FASB ASC 815, Disclosures about Derivative Instruments and Hedging Activities. FASB ASC 815 requires enhanced disclosures about (i) how and why the Company uses derivative instruments, (ii)
how the Company accounts for derivative instruments and related hedged items, and (iii) how derivative instruments and related hedged items affect the Companys financial results. The adoption FASB ASC 815 did not have any impact on the
Companys financial statements.

Adoption of FASB ASC 350-30

Effective January 1, 2009, the Company adopted FASB ASC 350-30, Determination of the Useful Life of Intangible Assets. FASB ASC 350-30 amended the factors that should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset. The adoption of FASB ASC 350-30 did not have material impact on the Companys financial statements.

Adoption of FASB ASC 860

In June 2009, the FASB issued ASC 860, which eliminates the concept of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting
criteria, and changes the initial measurement of a transferors interest in transferred financial assets. FASB ASC 860 will be effective for transfers of financial assets in years beginning after November 15, 2009 and in interim periods within
those years with earlier adoption prohibited. The adoption of ASC 860 is not expected to have a material impact on our consolidated financial position or results of operations.

Adoption of FASB ASU 2009-05

In August 2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-05, "Measuring Liabilities at Fair Value," which amends the guidance in ASC 820, Fair Value Measurements and Disclosures, to provide guidance on fair value measurement of
liabilities. If a quoted price in an active market is not available for an identical liability, ASU 2009-05 requires companies to compute fair value by using quoted prices for an identical liability when traded as an asset, quoted prices for similar
liabilities when traded as an asset or another valuation technique that is consistent with the guidance in ASC 820. ASU 2009-05 will be effective for interim and annual periods beginning after its issuance and did not have a material impact on our
consolidated financial position or results of operations.

30

---

Adoption of FASB ASU 2009-13

In October 2009, the FASB issued ASU No. 2009-13,
Multiple-Deliverable Revenue Arrangements (ASU 2009-13). This update removes
the criterion that entities must use objective and reliable evidence of fair
value in separately accounting for deliverables and provides entities with a
hierarchy of evidence that must be considered when allocating arrangement
consideration. The new guidance also requires entities to allocate arrangement
consideration to the separate units of accounting based on the deliverables
relative selling price. The provisions will be effective for revenue
arrangements entered into or materially modified in our year 2011 and must be
applied prospectively. We are currently evaluating the impact of the provisions
of ASU 2009-13.

Off-balance sheet arrangements

The Company does not have any off-balance sheet
arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

31

---

Golden Elephant Glass Technology,
Inc.

Consolidated Financial Statements(Stated in US dollars)

32

---

Golden Elephant Glass Technology, Inc. Consolidated
Financial Statements

Index to Consolidated Financial Statements

|                                                                            | Pages  
|--------------------------------------------------------------------------- | -------
|Report of Independent Registered Public Accounting Firm                     | 34 - 35
|Consolidated Balance Sheets                                                 | 36 - 37
|Consolidated Statements of Operations and Comprehensive (Loss)
      Income | 38     
|Consolidated Statements of Cash Flows                                       | 39 - 40
|Consolidated Statements of Stockholders Equity                             | 41     
|Notes to Consolidated Financial Statements                                  | 42 - 62

33

---

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of 
Golden Elephant Glass Technology, Inc.

We have audited the accompanying consolidated balance sheets
of Golden Elephant Technology, Inc. (the "Company") and its subsidiaries as of
December 31, 2008, and the related consolidated statements of
operations and comprehensive  loss, stockholders equity and cash flows
for  year ended December 31, 2008. These financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. 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.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company and its subsidiaries as of December 31, 2008, and the
consolidated results of their operations and their cash flows for  year ended December 31, 2008 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company
incurred a net loss for the year ended December 31, 2008 and had net current
liabilities and accumulated (deficit) as of December 31, 2008. In addition, due
to deteriorating global economic environment and shrinking gross profit margin
of float glass, the Company is implementing a maintenance program for the
upgrades of float glass production lines, of which the operations are suspended
during the maintenance period. These matters raise substantial doubt about the
Companys ability to continue as a going concern. The management believes that
the suspension of production lines during deteriorating global economic
environment provides an opportunity to mitigate the negative economic impact to
the Company and the upgrades are expected to improve the profitability in the
future. However, the Company has no assurance with respect to the maintenance
program. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

PKF 
Certified Public Accountants 
Hong Kong, China 
April 15, 2009



---

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Golden Elephant Glass Technology, Inc. 
We have audited the accompanying consolidated balance sheets of Golden Elephant
Technology, Inc. (the Company) and its subsidiaries as of December 31, 2009,
and the related consolidated statements of operations and comprehensive (loss)
income, stockholders equity and cash flows for the year ended December 31,
2009. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audits. 
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit 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 the companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. 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. 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the Company and
its subsidiaries as of December 31, 2009, and the consolidated results of their
operations and their cash flows for the year ended December 31, 2009 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company has
accumulated deficits of $11,561,769 at December 31, 2009 including losses of
$10,756,523 for the year ended December 31, 2009. The Company also has a working
capital deficiency of $22,362,695 as of December 31, 2009. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. Managements plans concerning this matter are also described in Note 2.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

NW Pacific CPA, LLC
Newcastle, Washington
November 29, 2010

35

---

|Golden Elephant Glass Technology, Inc.
|--------------------------------------
|Consolidated Balance Sheets           
|(Stated in US Dollars)                

|                                   |   | As of December 31, | 
|---------------------------------- | - | ------------------ | 
|                                   |   | 2009               | 
|ASSETS                             |   |                    | 
|Current assets                     |   |                    | 
|Cash and cash equivalents          | $ | 7,358              | 
|Restricted
      cash              |   | -                  | 
|Trade receivables, net             |   | 3,883,810          | 
|Other
      receivables, net       |   | 1,886,300          | 
|Prepayments                        |   | 2,795,202          | 
|Inventories                        |   | 1,572,028          | 
|Amount due from a related party    |   | -                  | 
|Deferred
      taxes               |   | -                  | 
|                                   |   |                    | 
|Total current
      assets         |   | 10,144,698         | 
|                                   |   |                    | 
|Non-current assets                 |   |                    | 
|Property, plant and equipment, net |   | 23,046,810         | 
|Land use right                     |   | 2,855,361          | 
|Deferred taxes                     |   | -                  | 
|                                   |   |                    | 
|TOTAL ASSETS                       | $ | 36,046,869         | 

See the accompanying notes to consolidated financial
statements

36

---

|Golden Elephant Glass Technology, Inc.
|--------------------------------------
|Consolidated Balance Sheets (Contd)  
|(Stated in US Dollars)                

|                                                                                                                                                                                      |   | As of December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------ | -
|                                                                                                                                                                                      |   | 2009               |  
|LIABILITIES AND STOCKHOLDERS
      EQUITY                                                                                                                                            |   |                    |  
|                                                                                                                                                                                      |   |                    |  
|LIABILITIES                                                                                                                                                                           |   |                    |  
|Current liabilities                                                                                                                                                                   |   |                    |  
|Trade payables                                                                                                                                                                        | $ | 10,307,198         |  
|Bills payable                                                                                                                                                                         |   | 719,228            |  
|Other payables and accrued expenses                                                                                                                                                   |   | 3,136,502          |  
|Sales receipt in
      advance                                                                                                                                                        |   | 314,423            |  
|Interest payable                                                                                                                                                                      |   | 2,032,329          |  
|Tax payable                                                                                                                                                                           |   | 2,496,391          |  
|Amount due to a director                                                                                                                                                              |   | 104,358            |  
|Amount due to a
      related party                                                                                                                                                   |   | -                  |  
|Secured short-term bank loans                                                                                                                                                         |   | 12,765,307         |  
|Loan from related
      party - Lin Tan                                                                                                                                               |   | 631,657            |  
|                                                                                                                                                                                      |   |                    |  
|TOTAL LIABILITIES                                                                                                                                                                     |   | 32,507,393         |  
|                                                                                                                                                                                      |   |                    |  
|STOCKHOLDERS EQUITY                                                                                                                                                                  |   |                    |  
|Preferred stock: par value
      $0.01 per share       Authorized 10,000,000
      shares, none issued        and
      outstanding                                                   |   | -                  |  
|Common stock: par value $0.01 per share
            Authorized 150,000,000 shares in 2009
            and 2008; issued and outstanding
      28,623,996       shares in 2009 and 2008 |   | 286,240            |  
|Additional paid-in capital                                                                                                                                                            |   | 12,001,927         |  
|Statutory reserves                                                                                                                                                                    |   | 714,013            |  
|Accumulated other
      comprehensive income                                                                                                                                          |   | 2,099,065          |  
|Accumulated retained deficit                                                                                                                                                          |   | (11,561,769        | )
|                                                                                                                                                                                      |   |                    |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                                            |   | 3,539,476          |  
|                                                                                                                                                                                      |   |                    |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                            | $ | 36,046,869         |  

See the accompanying notes to consolidated financial
statements

37

---

|Golden Elephant Glass Technology, Inc.                                     
|---------------------------------------------------------------------------
|Consolidated Statements of Operations and Comprehensive
      (Loss) Income
|(Stated in US Dollars)                                                     

|                                                    |   | Year ended December 31, |  
|--------------------------------------------------- | - | ----------------------- | -
|                                                    |   | 2009                    |  
|                                                    |   |                         |  
|Sales revenues                                      | $ | 2,267,268               |  
|Cost of sales                                       |   | 2,267,268               |  
|Gross profit                                        |   | -                       |  
|                                                    |   |                         |  
|Other operating income                              |   |                         |  
|Gain on disposal of a subsidiary                    |   | -                       |  
|Total other operating
      income                  |   | -                       |  
|                                                    |   |                         |  
|Operating expenses                                  |   |                         |  
|Administrative expenses                             |   | 3,605,591               |  
|Research and
      development expenses             |   | -                       |  
|Selling expenses                                    |   | -                       |  
|Increase in provision
      for doubtful debts      |   | 4,509,885               |  
|Increase in provision for inventories               |   | 203,576                 |  
|Impairment of property,
      plant and equipment   |   | -                       |  
|Impairment of goodwill                              |   | -                       |  
|                                                    |   | 8,319,052               |  
|                                                    |   |                         |  
|Loss from operations                                |   | (8,319,052              | )
|Interest income                                     |   | 11,814                  |  
|Other income                                        |   | 1,575                   |  
|Other expenses                                      |   | (389,231                | )
|Government grants                                   |   | 106,103                 |  
|Interest costs                                      |   | (1,853,321              | )
|                                                    |   |                         |  
|Loss before income taxes and minority interests     |   | (10,442,112             | )
|Income taxes                                        |   | (314,411                | )
|Minority interests                                  |   | -                       |  
|Net loss from continuing operations                 |   | (10,756,523             | )
|                                                    |   |                         |  
|Other comprehensive income                          |   |                         |  
|Foreign currency translation adjustments            |   | (32,183                 | )
|Comprehensive net loss                              | $ | (10,788,706             | )
|                                                    |   |                         |  
|Loss per share - Basic                              | $ | (0.38                   | )
|- Diluted                                           | $ | (0.38                   | )
|Weighted average number of shares
      outstanding |   |                         |  
|                                                    |   |                         |  
|- Basic                                             |   | 28,623,996              |  
|- Diluted                                           |   | 28,623,996              |  

See the accompanying notes to consolidated financial
statements

38

---

|Golden Elephant Glass Technology, Inc.
|--------------------------------------
|Consolidated Statements of Cash Flows 
|(Stated in US Dollars)                

|                                                                |   | Year ended December 31, |  
|--------------------------------------------------------------- | - | ----------------------- | -
|                                                                |   | 2009                    |  
|Net loss from continuing
      operations                       | $ | (10,756,523             | )
|Adjustments to reconcile net loss to net cash
      flows       |   |                         |  
|(used in)/provided by
      operating activities:               |   |                         |  
|Depreciation                                                    |   | 2,553,894               |  
|Amortization of land
      use right                            |   | (42,125                 | )
|Gain on disposal of a subsidiary                                |   | -                       |  
|Impairment of property,
      plant and equipment               |   | -                       |  
|Impairment of goodwill                                          |   | -                       |  
|Provision for doubtful
      accounts                           |   | 4,509,885               |  
|Provision for inventory                                         |   | 203,576                 |  
|Deferred taxes                                                  |   | 314,948                 |  
|Minority interests                                              |   | -                       |  
|Changes in operating assets and
      liabilities:              |   |                         |  
|Restricted cash                                                 |   | 733,500                 |  
|Trade receivables                                               |   | 952,416                 |  
|Other receivables                                               |   | (621,279                | )
|Prepayments                                                     |   | 1,496,716               |  
|Inventories                                                     |   | 2,591,695               |  
|Trade payables                                                  |   | (809,611                | )
|Bills payable                                                   |   | (747,772                | )
|Other payables and
      accrued expenses                       |   | (1,005,713              | )
|Sales receipt in advance                                        |   | (186,974                | )
|Amount due to a
      director                                  |   | 66,832                  |  
|Interest payable                                                |   | 2,032,329               |  
|Income tax payable                                              |   | -                       |  
|Net cash flows (used in)/provided by operating
      activities |   | 1,285,794               |  
|Cash flows from investing activities                            |   |                         |  
|Advances to related parties                                     |   | -                       |  
|Payments to acquire property, plant
      and equipment         |   | -                       |  
|Payment for construction in progress                            |   | (1,334,376              | )
|Proceeds from disposal of property,
      plant and equipment   |   | -                       |  
|Proceeds from disposal of land use right                        |   | -                       |  
|Net cash outflow from acquisition of
      35% equity           |   | -                       |  
|interest of Tianyuan                                            |   | -                       |  
|Net cash outflow from disposal of 70%
      equity              |   | -                       |  
|interest of Tianyuan                                            |   | -                       |  
|Cash inflow from reverse merger                                 |   | -                       |  
|Net cash flows used in investing
      activities               | $ | (1,334,376              | )

See the accompanying notes to consolidated financial
statements

39

---

|Golden Elephant Glass Technology, Inc.        
|----------------------------------------------
|Consolidated Statements of Cash Flows (Contd)
|(Stated in US Dollars)                        

|                                                                                |   | Year ended December 31, |  
|------------------------------------------------------------------------------- | - | ----------------------- | -
|                                                                                |   | 2009                    |  
|                                                                                |   |                         |  
|Cash flows from financing activities                                            |   |                         |  
|Amount due to a related party  increase                                         |   | -                       |  
|Dividend paid to former stockholders
      of Fuxin Hengrui                     |   | -                       |  
|Proceeds from loan from Related Party - Lin Tan                                 |   | -                       |  
|Proceeds from bank loans                                                        |   | -                       |  
|Repayment of bank loans                                                         |   | -                       |  
|Proceeds from issuance of shares in
      connection with the private placement |   | -                       |  
|                                                                                |   |                         |  
|Net cash flows provided by financing
      activities                           |   | -                       |  
|                                                                                |   |                         |  
|Effect of foreign currency translation
      on cash and cash equivalents       |   | (85,479                 | )
|                                                                                |   |                         |  
|Net increase (decrease) in cash and cash
      equivalents                      |   | (134,061                | )
|                                                                                |   |                         |  
|Cash and cash equivalents - beginning of
      year                             |   | 141,419                 |  
|                                                                                |   |                         |  
|Cash and cash equivalents - end of
      year                                   | $ | 7,358                   |  
|                                                                                |   |                         |  
|Supplemental disclosures for cash flow
      information                        |   |                         |  
|                                                                                |   |                         |  
|Cash paid for :-                                                                |   |                         |  
|Interest                                                                        |   | -                       |  
|Income taxes                                                                    |   | -                       |  
|                                                                                |   |                         |  
|Non-cash financing
      activities                                             |   |                         |  
|Consideration of disposal of a subsidiary offset by other payable               |   | -                       |  
|Part of loan from Lin Tan offset by advances to related parties                 | $ | 1,108,343               |  

See the accompanying notes to consolidated financial
statements

40

---

|Golden Elephant Glass Technology, Inc.         
|-----------------------------------------------
|Consolidated Statements of Stockholders Equity
|(Stated in US Dollars)                         

|                                                           |   |                     |  |   |         |  |   |            |   |   |               |  |   | Accumulated |   |   | Retained    |   |   |             |  
|---------------------------------------------------------- | - | ------------------- |  | - | ------- |  | - | ---------- | - | - | ------------- |  | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                           |   |                     |  |   |         |  |   | Additional |   |   |               |  |   | other       |   |   | earnings/   |   |   |             |  
|                                                           |   | Common stock        |  |   | paid-in |  |   | Statutory  |   |   | comprehensive |  |   | accumulated |   |   |             |  
|                                                           |   | No.
      of shares |  |   | Amount  |  |   | capital    |   |   | reserves      |  |   | income      |   |   | (deficit)   |   |   | Total       |  
|                                                           |   |                     |  |   |         |  |   |            |   |   |               |  |   |             |   |   |             |   |   |             |  
|Balance, January 1, 2008                                   |   | 23,751,710          |  |   | 237,517 |  |   | 7,513,186  |   |   | 665,617       |  |   | 1,076,335   |   |   | 3,005,624   |   |   | 12,498,279  |  
|Recapitalization                                           |   | 1,250,090           |  |   | 12,501  |  |   | -          |   |   | -             |  |   | -           |   |   | (13,573     | ) |   | (1,072      | )
|Shares issued for proceeds of $5.07 million                |   | 3,338,790           |  |   | 33,388  |  |   | 5,041,575  |   |   | -             |  |   | -           |   |   | -           |   |   | 5,074,963   |  
|Cost of raising capital                                    |   | -                   |  |   | -       |  |   | (2,503,383 | ) |   | -             |  |   | -           |   |   | -           |   |   | (2,503,383  | )
|Warrants issued in connection with private
      placement |   | -                   |  |   | -       |  |   | 252,947    |   |   | -             |  |   | -           |   |   | -           |   |   | 252,947     |  
|Shares issued in connection with private placement         |   | 283,406             |  |   | 2,834   |  |   | 1,697,602  |   |   | -             |  |   | -           |   |   | -           |   |   | 1,700,436   |  
|Net loss                                                   |   | -                   |  |   | -       |  |   | -          |   |   | -             |  |   | -           |   |   | (3,748,901  | ) |   | (3,748,901  | )
|Foreign currency translation adjustments                   |   | -                   |  |   | -       |  |   | -          |   |   | -             |  |   | 1,054,913   |   |   | -           |   |   | 1,054,913   |  
|Appropriation to reserves                                  |   | -                   |  |   | -       |  |   | -          |   |   | 48,396        |  |   | -           |   |   | (48,396     | ) |   | -           |  
|                                                           |   |                     |  |   |         |  |   |            |   |   |               |  |   |             |   |   |             |   |   |             |  
|Balance, December 31, 2008                                 | $ | 28,623,996          |  | $ | 286,240 |  | $ | 12,001,927 |   | $ | 714,013       |  | $ | 2,131,248   |   |   | (805,246    | ) | $ | 14,328,182  |  
|Net loss                                                   |   | -                   |  |   | -       |  |   | -          |   |   | -             |  |   | -           |   |   | (10,756,523 | ) |   | (10,756,523 | )
|Foreign currency translation adjustments                   |   | -                   |  |   | -       |  |   | -          |   |   | -             |  |   | (32,183     | ) |   | -           |   |   | (32,183     | )
|                                                           |   |                     |  |   |         |  |   |            |   |   |               |  |   |             |   |   |             |   |   |             |  
|Balance, December 31, 2009                                 | $ | 28,623,996          |  | $ | 286,240 |  | $ | 12,001,927 |   | $ | 714,013       |  | $ | 2,099,065   |   | $ | (11,561,769 | ) | $ | 3,539,476   |  

See the accompanying notes to consolidated financial
statements

41

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|1. | Organization and Nature of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Golden Elephant Glass Technology, Inc. (the Company)
      (formerly Nevstar Corporation), was incorporated in the State of Nevada on
      December 2, 1993. On March 31, 2008, the Company's board of directors
      approved a change in the Company's fiscal year end from June 30 to
      December 31.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | During 2008, the Company acquired 100% ownership interest
      in Dollar Come Investments Limited (Dollar Come). Dollar Come, a limited
      company incorporated in the British Virgin Islands on February 12, 2004,
      was acquired by exchanging 23,751,710 shares of the Companys common stock
      for 100% of the outstanding equity interest. This transaction was
      accounted for as a reverse merger transaction. Dollar Come is a holding
      company whose primary operations are conducted through its subsidiaries
      located in the Liaoning Province of the Peoples Republic of China (the
      PRC).                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Following the reverse merger, the Company indirectly
      owned, through Dollar Come, Fuxin Hengrui Technology Co., Ltd. (Fuxin
      Hengrui), Fuxin Xianheng Float-Glass Co., Ltd. (Xianheng) and Fuxin
      Hengrui Tianyuan New Energy Sources Co., Ltd. (Tianyuan).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Fuxin Hengrui, incorporated in the PRC on September 18,
      2002, is engaged in manufacture and distribution of float glasses in
      Liaoning Province in PRC. The entire equity interest of Fuxin Hengrui was
      directly held by Dollar Come.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Xianheng was incorporated in the PRC on April 1, 2004. Of
      its equity interest, 25% was directly held by Dollar Come and 75%
      indirectly held by Dollar Come through Fuxin Hengrui. Xianheng is engaged
      in manufacture and distribution of float and ultra-clear glasses in
      Liaoning Province.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company operates in one business segment. Following
      the reverse merger, the Company commenced to be engaged in the manufacture
      and distribution of float glasses in the PRC. The Companys product
      offerings include float glass, ultra-clear glass, colored float glass and
      high grade, glass processed products such as mirrors, tempered glass,
      insulated glass, etc., and marketed primarily under the Golden Elephant
      brand name. The companys glass and glass products are widely applied in
      the manufacturing of many products, including automobiles, construction
      materials, furniture and display cases, electrical household appliances,
      lighting fixtures and decorative glass artwork. The company sells products
      to automakers and auto parts suppliers, building contractors and building
      material suppliers and manufacturers of retail goods, both directly and
      through a broad distributor network. The major target markets of the
      Companys products are the PRC.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | During the recent global economic crisis in 2008, many of
      customers operate in industry segments that have been hardest hit by the
      economic crisis, such as the automotive, construction and home furnishing
      industries, the companys performance was consequently suffered. Since
      November 2008, the Company has suspended operations of float glass
      production lines in order to perform maintenance and system upgrades. The
      maintenance program is still in process.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The raw materials used in production are mainly divided
      into four groups, soda ash, heavy oils, silica sand and dolomite, which
      are primary sourced from suppliers located in the PRC. The production
      facilities of the Company are located in Liaoning Province of the
    PRC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The accompanying consolidated financial statements have
      been prepared assuming that the Company will continue as a going concern,
      which contemplates the realization of assets and the liquidation of
      liabilities in the normal course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company incurred a net loss of $10,756,523 for the
      year ended December 31, 2009 and had accumulated deficits of $11,561,769 as of December 31,
      2009. In addition, the Company has been implementing a maintenance program
      for the float glass production lines since November 2008. During the
      maintenance period, all operations of the production lines and all
      manufacturing of the glass products are suspended. These matters raise
      substantial doubt about the Companys ability to continue as a going
      concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

42

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|2. | Going Concern (Contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The management believes that the suspension of production
      lines during deteriorating global economic environment provides an
      opportunity to mitigate the negative economic impact to the Company. Other
      than the routine maintenance, the Companys maintenance program also
      involves upgrades to its production lines for producing higher end
      products for improving the profitability in the future. In addition, with
      the improvement of economic environment and glass market, the management
      is currently attempting to implement its business plan of restoring the
      production lines, and is seeking additional sources of equity or debt
      financing. However, there is no assurance these activities will be
      successful. The accompanying financial statements do not include any
      adjustments that might be necessary if the Company is unable to continue
      as a going concern.                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Reverse Merger Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The reverse merger has been accounted for as a
      recapitalization of the Company whereby the historical financial
      statements and operations of Dollar Come become the historical financial
      statements of the Company, with no adjustment to the carrying values of
      the assets and liabilities. The 1,250,090 common shares of the Company
      outstanding prior to the reverse merger are accounted for at $(1,072) of
      net book value at the time of the reverse merger. The accompanying
      consolidated financial statements reflect the recapitalization of the
      stockholders equity as if the transaction occurred as of the beginning of
      the first period presented.                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | Summary of significant accounting
  policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Principles of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The consolidated financial statements include the
      accounts of the Company and its subsidiaries. All significant
      inter-company accounts and transactions have been eliminated in
      consolidation. The results of subsidiary acquired or disposed of during
      the years are included in the consolidated statements of operations and
      comprehensive (loss) income from the effective date of acquisition or up
      to the date of disposal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In preparing financial statements in conformity with
      accounting principles generally accepted in the United States of America,
      management makes estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosures of contingent assets and
      liabilities at the dates of the financial statements, as well as the
      reported amounts of revenues and expenses during the reporting periods.
      These accounts and estimates include, but are not limited to, the
      valuation of accounts receivable, inventories, deferred income taxes,
      provision for warranty and the estimation on useful lives of property,
      plant and equipment. Actual results could differ from those estimates.
      Critical accounting estimates used in preparation of the financial
      statements include managements judgments about its valuation of the
      allowance for bad debt.                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Concentrations of credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Financial instruments that potentially subject the
      Company to significant concentrations of credit risk consist principally
      of cash and cash equivalents, trade receivables and other receivables. As
      of December 31, 2009 and 2008, substantially all of the Companys cash and
      cash equivalents and restricted cash were held by major financial
      institutions located in the PRC, which management believes are of high credit quality. With
      respect to other receivables and trade receivables, the Company extends
      credit based on an evaluation of the customers financial condition. The
      Company generally does not require collateral for trade receivables and
      other receivables and maintains an allowance for doubtful accounts of
      trade receivables and other receivables. The Company conducts periodic
      reviews of its customers' financial condition and customer payment
      practices to minimize collection risk on accounts receivable.

43

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|4. | Summary of significant accounting policies
      (Contd)                                                      
|-- | ---------------------------------------------------------------------------------------------------------------
|   |                                                                                                                
|   | Concentrations of credit risk (Contd)                                                                         
|   |                                                                                                                
|   | During the reporting periods, customers representing 10%
      or more of the Companys consolidated sales
are:

| |           |   | Year ended December 31, | 
| | --------- | - | ----------------------- | 
| |           |   | 2009                    | 
| |           |   |                         | 
| | Company A | $ | 2,267,268               | 
| | Company B |   | -                       | 
| |           |   |                         | 
| | Totals    | $ | 2,267,268               | 

During the year of 2009, there is only
one sales transaction, Company A represent 100% of the Companys consolidated
sales.

Details of customers for 10% or more of
the Companys trade receivables are:

| |           |   | As of December 31, | 
| | --------- | - | ------------------ | 
| |           |   | 2009               | 
| |           |   |                    | 
| | Company A | $ | 1,649,929          | 
| | Company B |   | 610,313            | 
| | Company C |   | 559,878            | 
| | Company D |   | 479,610            | 
| | Company E |   | -                  | 
| | Company F |   | -                  | 
| |           |   |                    | 
| | Totals    | $ | 3,299,730          | 

Cash and cash equivalents

Cash and cash equivalents include all
cash, deposits in banks and other highly liquid investments with initial
maturities of three months or less to be cash equivalents. As of December 31,
2009 and 2008, almost all the cash and cash equivalents were denominated in
Renminbi (RMB) and were placed with banks in the PRC. They are not freely
convertible into foreign currencies and the remittance of these funds out of the
PRC is subject to exchange control restrictions imposed by the PRC government.
The remaining insignificant balance of cash and cash equivalents were
denominated in US dollars.

Restricted cash

Deposits in banks pledged as securities
for bills payable that are restricted in use are classified as restricted cash
under current assets.

44

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|4. | Summary of significant accounting policies
      (Contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Allowance for doubtful accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company establishes an allowance for doubtful
      accounts based on managements assessment of the collectability of trade
      receivables and other receivables. A considerable amount of judgment is
      required in assessing the amount of the allowance; the Company considers
      the historical level of credit losses and applies percentages to aged
      receivable categories. The Company makes judgment about the
      creditworthiness of each customer based on ongoing credit evaluations, and
      monitors current economic trends that might impact the level of credit
      losses in the future. If the financial condition of the customers were to
      deteriorate, resulting in their inability to make payments, a larger
      allowance may be required.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Based on the above assessment, during the reporting
      years, management establishes a general provisioning policy to make the
      allowance equivalent to 10% of gross amount of trade receivables and other
      receivables due over 6-12 months, 25% gross amount of trade receivables
      and other receivables due over 1-2 years and 50% of gross amount of trade
      receivables and other receivables due over 2-3 years and 100% of gross
      amount of trade receivables and other receivables due over 3 years.
      Additional specific provision is made against trade receivables aged less
      than 6 months to the extent which they are considered to be
    doubtful.                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Bad debts are written off when identified. The Company
      extends unsecured credit to customers ranging from three to six months in
      the normal course of business. The Company does not accrue interest on
      trade receivables.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Historically, losses from uncollectible accounts have not
      significantly deviated from the general allowance estimated by management
      and no significant additional bad debts have been written off directly to
      the profit and loss. This general provisioning policy has not changed in
      the past since establishment and management considers that the
      aforementioned general provisioning policy is adequate and not too
      excessive and does not expect to change this established policy in the
      near future.                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Inventories                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Inventories are stated at the lower of cost or market
      value. Cost is determined on a weighted average basis and includes all
      expenditures incurred in bringing the goods to the point of sale and
      putting them in a saleable condition. In assessing the ultimate
      realization of inventories, management makes judgment as to future demand
      requirements compared to current or committed inventory levels. The
      reserve requirements generally increase as the projected demand
      requirements, decrease due to market conditions, product life cycle
      changes. The Company estimates the demand requirements based on market
      conditions, forecasts prepared by its customers, sales contracts and
      orders in hand.                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In addition, the Company estimates net realizable value
      based on intended use, current market value and inventory ageing analyses.
      The Company writes down the inventories for estimated obsolescence or
      unmarketable inventory equal to the difference between the cost of
      inventories and the estimated market value based upon assumptions about
      future demand and market conditions.                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Historically, the actual net realizable value is close to
      the management estimation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

45

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|4. | Summary of significant accounting policies
      (Contd)                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                 
|   | Property, plant and equipment                                                                                                                                                                                   
|   |                                                                                                                                                                                                                 
|   | Property, plant and equipment are stated at cost less
      accumulated depreciation. Cost represents the purchase price of the asset
      and other costs incurred to bring the asset into its existing
  use.
|   |                                                                                                                                                                                                                 
|   | Depreciation is provided on straight-line basis over
      their estimated useful lives. The principal depreciation rates are as
      follows: -                                                               

| |                        |  | Annual rate |  |  | Residual value | 
| | ---------------------- |  | ----------- |  |  | -------------- | 
| |                        |  |             |  |  |                | 
| | Buildings              |  | 3.8%        |  |  | 5%             | 
| | Machinery and tools    |  | 9.5%        |  |  | 5%             | 
| | Motor vehicles         |  | 11.875%     |  |  | 5%             | 
| | Office equipment       |  | 19%         |  |  | 5%             | 
| | Leasehold improvements |  | 12.5%       |  |  | Nil            | 

Construction in progress mainly
represents expenditures in respect of the Companys warehouses and factories
under construction. All direct costs relating to the acquisition or construction
of the Companys warehouses and factories are capitalized as construction in
progress. No depreciation is provided in respect of construction in
progress.

Maintenance or repairs are charged to
expense as incurred. Significant improvements and renewals that extend the
useful life of the asset are capitalized. Upon sale or disposition, the
applicable amounts of asset cost and accumulated depreciation are removed from
the accounts and the net amount less proceeds from disposal is charged or
credited to income.

Land use right

Land use right is stated at cost less
accumulated amortization. Amortization is provided using the straight-line
method over the terms of the lease of 50 years obtained from the relevant PRC
land authority.

Goodwill

Goodwill represents the excess of the
purchase price of an acquired business over the fair value of the identifiable
assets acquired and liabilities assumed. Pursuant to the provisions of SFAS No.
142 Goodwill and Other Intangible Assets, goodwill is not amortized and is
subjected to an annual impairment test which occurs in the fourth quarter of
each fiscal year.

Goodwill will be written down only when
and if impairment is identified and measured, based on future events and
conditions.

Impairment of long-lived
assets

Long-lived assets are tested for
impairment in accordance with SFAS No. 144 and Accounting Principles Board
(APB) Opinion 18, Equity Method of Accounting for Investments in Common Stock,
respectively. The Company periodically evaluates potential impairment whenever
events or changes in circumstances indicate that the carrying amount of the
assets may not be recoverable. The Company recognizes impairment of long-lives
assets and investment in an affiliate in the event that the net book values of
such assets exceed the future undiscounted cash flows attributable to such
assets.

The Companys long-lived assets include
property, plant and equipment, construction in progress, goodwill and land use
right. These assets were reviewed for impairment whenever events or

46

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|   |                                                        
|-- | -------------------------------------------------------
|4. | Summary of significant accounting policies
    (Contd)

Impairment of long-lived assets
(Contd)

circumstances indicate that their
carrying values may not be recoverable.

The following are examples of such
events or changes in circumstances:

| |  | An adverse change in the business climate or market price
      of a long-lived assets;                                                      
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                              
| |  | An adverse change in the extent or manner in which a
      long-lived assets is used or in its physical condition; or                        
| |  |                                                                                                                                              
| |  | Current operating losses for long-lived assets or projected or
      forecasted losses that demonstrate that the losses will be
  continuing.

As of December 31, 2008, an impairment
loss of property, plant and equipment was recognized due to the recoverable
value was less than its carrying value.

As of December 31, 2008, goodwill was
evaluated for impairment in connection with the Companys annual assessment. As
a result of this assessment by the management, goodwill was fully impaired
resulting in a non-cash charge to earnings of $393,831 due to the operations of
the production lines and all manufacturing of the float glass products of Fuxin
Hengrui were suspended. This goodwill arose from the excess of the cost over
book value of the fair value of identifiable net assets in a series of
transactions in the acquisitions of Fuxin Hengrui and Xianheng during 2005
through 2007.

Revenue recognition

Revenue from sales of the Companys
products is recognized when the significant risks and rewards of ownership have
been transferred to the buyer, the sales price is fixed or determinable and
collection is reasonably assured.

Advertising and research and
development expenses

Advertising, research and development
expenses are charged to expense as incurred.

Research and development expenses
consist primarily of remuneration for research and development staff and
material costs for research and development.

Stock-based compensation

The Company adopted the provisions of
SFAS No. 123R, which requires the use of the fair value method of accounting for
share-based compensation. Under the fair value based method, compensation cost
related to employee stock options or similar equity instruments which are
equity-classified awards, is measured at the grant date based on the value of
the award and is recognized over the requisite service period, which is usually
the vesting period. SFAS 123R also requires measurement of cost of a
liability-classified award based on its current fair value.

Government grant

Government grant income represents the
cash receipt from the relevant government authorities for technical development.
Such government grant is unconditional, non-refundable and without any
restrictions on usage at the time of grant to and receipt by the Company.
Government grant is recognized as income at the time when the approval documents
are obtained from the relevant government authorities and when they are
received.

47

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|   |                                                          
|-- | ---------------------------------------------------------
|4. | Summary of significant accounting policies
      (Contd)

Income taxes

The Company uses the asset and
liability method of accounting for income taxes pursuant to SFAS No. 109
Accounting for Income Taxes. Under the asset and liability method of SFAS No.
109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and loss carry
forwards and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.

Value Added Tax

All China-based enterprises are subject
to a value added tax (VAT) imposed by the PRC government on their domestic
product sales. The output VAT is charged to customers who purchase goods from
the Company and the input VAT is paid when the Company purchases goods from its
vendors. The input VAT can be offset against the output VAT. The VAT payable
represents the input VAT less than the output VAT. The debit balance represents
a credit against future collection of output VAT.

Comprehensive income

The Company has adopted SFAS No. 130,
Reporting Comprehensive Income, which establishes standards for reporting and
display of comprehensive income, its components and accumulated balances.
Components of comprehensive income include net income and less foreign currency
translation adjustments.

Foreign currency translation

The functional currency of the Company
is RMB and RMB is not freely convertible into foreign currencies. The Company
maintains its financial statements in the functional currency. Monetary assets
and liabilities denominated in currencies other than the functional currency are
translated into the functional currency at rates of exchange prevailing at the
balance sheet date. Transactions denominated in currencies other than the
functional currency are translated into the functional currency at the exchanges
rates prevailing at the dates of the transaction. Exchange gains or losses
arising from foreign currency transactions are included in the determination of
net income for the respective periods.

For financial reporting purposes, the
financial statements of the Company which are prepared using the functional
currency have been translated into United States dollars. Assets and liabilities
are translated at the exchange rates at the balance sheet dates and revenue and
expenses are translated at the average exchange rates and stockholders equity
is translated at historical exchange rates. Any translation adjustments
resulting are not included in determining net income but are included in foreign
exchange adjustment to other comprehensive income, a component of stockholders
equity. The exchange rates in effect at December 31, 2009 and 2008 were RMB1 for
$0.1462 and $0.1467 respectively. There is no significant fluctuation in
exchange rate for the conversion of RMB to US dollars after the balance sheet
date.

Fair value of financial instruments

The accounting standards regarding fair
value of financial instruments and related fair value measurements defines
financial instruments and requires fair value disclosures of those financial
instruments. This accounting standard defines fair value, establishes a
three-level valuation hierarchy for disclosures of fair value measurement and
enhances disclosures requirements for fair value measures. Current assets and
current liabilities qualified as financial instruments and management believes
their carrying amounts are a reasonable estimate of fair value because of

48

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|   |                                                          
|-- | ---------------------------------------------------------
|4. | Summary of significant accounting policies
      (Contd)

Fair value of financial instruments
(Contd)

the short period of time between the
origination of such instruments and their expected realization and if
applicable, their current interest rate is equivalent to interest rates
currently available.

As of December 31, 2009, the carrying
amounts of the Companys financial instruments, including cash and cash
equivalents, trade and other receivables, trade, bills and other payables,
short-term bank loans and loan from Lin Tan approximate their fair values due to
the short-term maturity.

Basic and diluted earnings (loss)
per share

The Company reports basic earnings
(loss) per share in accordance with SFAS No. 128, Earnings Per Share. Basic
earnings (loss) per share is computed using the weighted average number of
shares outstanding during the periods presented. The weighted average number of
shares of the Company represents the common stock outstanding during the
reporting periods.

Diluted earnings (loss) per share is
computed using the weighted average number of common shares outstanding during
the periods plus the effect of dilutive securities outstanding during the
periods.

Off-balance sheet
arrangements

The Company does not have any
off-balance sheet arrangements. Recently issued accounting pronouncementsAdoption of FASB Accounting Standards Codification

In June 2009, the FASB issued SFAS No.
168, " The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principlesa replacement of FASB Statement No. 162 ". This
standard is now included in ASC Topic 105 and established only two levels of
GAAP, authoritative and non-authoritative. The FASB Accounting Standards
Codification (the "Codification") became the source of authoritative,
non-governmental GAAP, except for rules and interpretive releases of the SEC,
which are sources of authoritative GAAP for SEC registrants. All other
non-grandfathered, non-SEC accounting literature not included in the
Codification became non-authoritative. This standard is effective for financial
statements for interim or annual reporting periods ending after September 15,
2009. Effective August 1, 2009, we adopted the new guidelines and numbering
system prescribed by the Codification when referring to GAAP. The adoption had
no impact on our consolidated financial condition, results of operations or cash
flows.

Adoption of FASB ASC 805

Effective January 1, 2009, the Company
adopted FASB ASC 805, Business Combinations. FASB ASC 805 changed accounting
for acquisitions that close beginning in 2009. FASB ASC 805 extends its
applicability to all transactions and other events in which one entity obtains
control over one or more other businesses. It broadens the fair value
measurement and recognition of assets acquired, liabilities assumed, and
interests transferred as a result of business combinations. FASB ASC 805 expands
on required disclosures to improve the statement users abilities to evaluate
the nature and financial effects of business combinations. The adoption of FASB
ASC 805 did not have a material impact on the Companys financial statements.

49

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|   |                                                          
|-- | ---------------------------------------------------------
|4. | Summary of significant accounting policies
      (Contd)

Recently issued accounting
pronouncements (Contd)

Adoption of FASB ASC 805-20

Effective January 1, 2009, the Company
adopted FASB ASC 805-20, Non controlling Interests in Consolidated Financial
Statements. FASB ASC 805-20 requires that a non controlling interest in a
subsidiary be reported as equity and the amount of consolidated net income
specifically attributable to the non controlling interest be identified in the
consolidated financial statements. It also calls for consistency in the manner
of reporting changes in the parents ownership interest and requires fair value
measurement of any non controlling equity investment retained in a
deconsolidation. FASB ASC 805-20 requires retroactive adoption of the
presentation and disclosure requirements for existing minority interests. The
adoption FASB ASC 805-20 did not have material impact on the Companys financial
statements.

Adoption of FASB ASC 815

Effective January 1, 2009, the Company
adopted FASB ASC 815, Disclosures about Derivative Instruments and Hedging
Activities. FASB ASC 815 requires enhanced disclosures about (i) how and why
the Company uses derivative instruments, (ii) how the Company accounts for
derivative instruments and related hedged items, and (iii) how derivative
instruments and related hedged items affect the Companys financial results. The
adoption FASB ASC 815 did not have any impact on the Companys financial
statements.

Adoption of FASB ASC 350-30

Effective January 1, 2009, the Company
adopted FASB ASC 350-30, Determination of the Useful Life of Intangible
Assets. FASB ASC 350-30 amended the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset. The adoption of FASB ASC 350-30 did not have
material impact on the Companys financial statements.

Adoption of FASB ASC 860

In June 2009, the FASB issued ASC 860,
which eliminates the concept of a qualifying special-purpose entity, creates
more stringent conditions for reporting a transfer of a portion of a financial
asset as a sale, clarifies other sale-accounting criteria, and changes the
initial measurement of a transferors interest in transferred financial assets.
FASB ASC 860 will be effective for transfers of financial assets in years
beginning after November 15, 2009 and in interim periods within those years with
earlier adoption prohibited. The adoption of ASC 860 is not expected to have a
material impact on our consolidated financial position or results of
operations.

Adoption of FASB ASU 2009-05

In August 2009, the FASB issued
Accounting Standards Update ("ASU") No. 2009-05, "Measuring Liabilities at Fair
Value," which amends the guidance in ASC 820, Fair Value Measurements and
Disclosures, to provide guidance on fair value measurement of liabilities. If a
quoted price in an active market is not available for an identical liability,
ASU 2009-05 requires companies to compute fair value by using quoted prices for
an identical liability when traded as an asset, quoted prices for similar
liabilities when traded as an asset or another valuation technique that is
consistent with the guidance in ASC 820. ASU 2009-05 will be effective for
interim and annual periods beginning after its issuance and did not have a
material impact on our consolidated financial position or results of operations.

50

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|   |                                                          
|-- | ---------------------------------------------------------
|4. | Summary of significant accounting policies
      (Contd)

Recently issued accounting
pronouncements (Contd)

Adoption of FASB ASU 2009-13

In October 2009, the FASB issued ASU
No. 2009-13, Multiple-Deliverable Revenue Arrangements (ASU 2009-13). This
update removes the criterion that entities must use objective and reliable
evidence of fair value in separately accounting for deliverables and provides
entities with a hierarchy of evidence that must be considered when allocating
arrangement consideration. The new guidance also requires entities to allocate
arrangement consideration to the separate units of accounting based on the
deliverables relative selling price. The provisions will be effective for
revenue arrangements entered into or materially modified in our year 2011 and
must be applied prospectively. We are currently evaluating the impact of the
provisions of ASU 2009-13.

|5. | Interest costs
|-- | --------------

| |                                    |   | Year ended December 31, | 
| | ---------------------------------- | - | ----------------------- | 
| |                                    |   | 2009                    | 
| |                                    |   |                         | 
| | Interest expenses                  | $ | 1,852,716               | 
| | Bills discounting charges          |   | -                       | 
| | Bank charges and net exchange loss |   | 605                     | 
| |                                    |   |                         | 
| | Total                              | $ | 1,853,321               | 

|6. | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | United States                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company is incorporated in the United States of
      America and is subject to United States of America tax law. No provisions
      for income taxes have been made as the Company has no taxable income for
      the reporting periods. The applicable income tax rates for the Company for
      the reporting periods are 34%. The Company has not provided deferred taxed
      on undistributed earnings of its non-U.S. subsidiaries as of December 31,
      2009, as it is the Companys current policy to reinvest these earnings in
      non-U.S. operations.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | BVI                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Dollar Come was incorporated in the BVI and, under the
      current laws of the BVI, is not subject to income taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | PRC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Before the implementation of the new enterprise income
      tax (EIT) law (as discussed below), Foreign Invested Enterprises (FIE)
      established in the PRC are generally granted certain benefits or holiday
      by the relevant tax authority. On March 16, 2007, the National Peoples
      Congress of China passed the new Corporate Income Tax Law (EIT Law), and
      on November 28, 2007, the State Council of China passed the Implementing
      Rules for the EIT Law (Implementing Rules) which took effect on January
      1, 2008. The EIT Law and Implementing Rules impose a unified EIT of 25% on
      all domestic-invested enterprises and FIEs, unless they qualify under
      certain limited exceptions. Therefore, nearly all FIEs are subject to the
      new tax rate alongside other domestic businesses rather than benefiting
      from the old tax laws applicable to FIEs, and its associated preferential
      tax treatments, beginning January 1, 2008.

51

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Income taxes (Contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Despite these changes, the EIT Law gives the FIEs
      established before March 16, 2007 (Old FIEs), such as our subsidiary
      Fuxin Hengrui and Xianheng, a five-year grandfather period during which
      they can continue to enjoy their existing preferential tax treatments.
      During this five-year grandfather period, the Old FIEs which
enjoyed tax rates lower than 25% under the original EIT Law shall gradually
increase their EIT rate by 2% per year until the tax rate reaches 25%. In
addition, the Old FIEs that are eligible for the two-year exemption and
three-year half reduction or five-year exemption and five-year half-reduction
under the original EIT Law, are allowed to remain to enjoy their preference
until these holidays expire.

As approved by the relevant PRC tax
authority, Fuxin Hengrui and Xianheng was entitled to a two-year exemption from
EIT followed by a 50% tax exemption for the next three years, commencing from
the first cumulative profit-making year in the fiscal financial year. The tax
holiday of Fuxin Hengrui commenced in 2004. Accordingly, Fuxin Hengrui is
entitled to a 50% reduction on EIT tax rate of 12.5% for 2008 and will be
subject to an EIT rate of 25% from 2009. Xianhengs tax holiday commenced in
2008, therefore, Xianheng is exempted from EIT in 2008 and 2009 and will be
subject to a reduced EIT rate of 12.5% from 2010 to 2012.

In July 2006, the FASB issued
Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48).
This interpretation requires recognition and measurement of uncertain income tax
positions using a more-likely-than-not approach. The Company adopted FIN 48 on
January 1, 2007. The management evaluated the Companys tax positions and
considered that no additional provision for uncertainty in income taxes is
necessary as of December 31, 2009.

The components of the provision for
income taxes from continuing operations are: -

| |                      |   | Year ended December 31, | 
| | -------------------- | - | ----------------------- | 
| |                      |   | 2009                    | 
| |                      |   |                         | 
| | Current taxes - PRC  |   | -                       | 
| | Deferred taxes - PRC |   | 314,411                 | 
| |                      |   |                         | 
| | Totals               | $ | 314,411                 | 

The effective income tax expenses from
continuing operations in the PRC as follows:

| |                                                               |   | Year ended December 31, |  
| | ------------------------------------------------------------- | - | ----------------------- | -
| |                                                               |   | 2009                    |  
| |                                                               |   |                         |  
| |                                                               |   |                         |  
| | Provision for income taxes at statutory
      income tax rate | $ | (2,610,528              | )
| | Non-deductible items for tax                                  |   | 1,178,365               |  
| | Income not subject to tax                                     |   | -                       |  
| | Tax holiday                                                   |   | -                       |  
| | Utilization of tax losses                                     |   | -                       |  
| | Others                                                        |   | 1,746,574               |  
| |                                                               |   |                         |  
| | Totals                                                        | $ | 314,411                 |  

The company has suspended production
since 2008. There is material uncertainty about future taxable income. The
management does not recognize the deferred tax asset in 2009 and the beginning
deferred tax assets were written off.

52

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|   |                
|-- | ---------------
|7. | Loss  per share

The following table sets forth the
computation of basic and diluted earnings per share (EPS) for the reporting
periods:

| |                                                            |   | Year ended December 31, |  
| | ---------------------------------------------------------- | - | ----------------------- | -
| |                                                            |   | 2009                    |  
| |                                                            |   |                         |  
| | Numerator:                                                 |   |                         |  
| | Net loss                                                   | $ | (10,756,523             | )
| | Denominator                                                |   |                         |  
| | Weighted average common shares used to compute basic EPS   |   | 28,623,996              |  
| | Dilutive potential from assumed exercise of
      warrants |   | -                       |  
| | Weighted average common shares used to compute diluted EPS |   | 28,623,996              |  
| | Loss per share - Basic                                     | $ | (0.38                   | )
| | Loss per share - Diluted                                   | $ | (0.38                   | )

The per share data reflects the
recapitalization of stockholders equity as if the reorganization occurred as of
the beginning of the first period presented.

|8. | Restricted cash, bills and trade
      payables
|-- | -----------------------------------------------

| |                                                          |   | As of December 31, | 
| | -------------------------------------------------------- | - | ------------------ | 
| |                                                          |   | 2009               | 
| | Bank deposits held as collateral for bills
      payable | $ | -                  | 

The Company is requested by certain of
its suppliers to settle by issuance of bills for which the banks add their
undertakings to guarantee their settlement at maturity. These bills are
interest-free with maturity of three to six months from date of issuance. As
security for the banks undertakings, the Company is required to make deposits
with these banks equal to 30% to 100% of the amounts of these bills at the time
of issuance, pledge restricted cash, and pay certain bank charges. In 2009,
these deposits were used to settle a portion of these bills.

Trade payables represent trade
creditors on open account. They are interest-free and unsecured.

|9. | Trade receivables
|-- | -----------------

| |                                 |   | As of December 31, |  
| | ------------------------------- | - | ------------------ | -
| |                                 |   | 2009               |  
| |                                 |   |                    |  
| | Trade receivables               | $ | 14,430,914         |  
| | Allowance for doubtful accounts |   | (10,547,104        | )
| |                                 |   |                    |  
| | Balance at end of year          | $ | 3,883,810          |  

53

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|   |                           
|-- | --------------------------
|9. | Trade receivables (Contd)

An analysis of the allowance for
doubtful accounts for the years ended December 31, 2009 and 2008 is as
follows:

| |                               |   | Year ended December 31, | 
| | ----------------------------- | - | ----------------------- | 
| |                               |   | 2009                    | 
| |                               |   |                         | 
| | Balance at beginning of year  | $ | 7,143,713               | 
| | Addition for bad debt expense |   | 3,403,391               | 
| |                               |   |                         | 
| | Balance at end of year        | $ | 10,547,104              | 

|10. | Other receivables
|--- | -----------------

| |                                 |   | As of December 31, |  
| | ------------------------------- | - | ------------------ | -
| |                                 |   | 2009               |  
| |                                 |   |                    |  
| | Advances to third parties       | $ | 2,337,369          |  
| | Advance to staff                |   | 221,833            |  
| | Other receivables               |   | 500,000            |  
| |                                 |   |                    |  
| |                                 |   | 3,059,202          |  
| | Allowance for doubtful accounts |   | (1,172,902         | )
| |                                 |   |                    |  
| | Balance at end of year          | $ | 1,886,300          |  

An analysis of the allowance for
doubtful accounts for the years ended December 31, 2009 and 2008 is as
follows:

| |                                          |   | Year ended December 31, | 
| | ---------------------------------------- | - | ----------------------- | 
| |                                          |   | 2009                    | 
| |                                          |   |                         | 
| | Balance at beginning of year             | $ | 66,408                  | 
| | Addition/(Reversal) for bad debt expense |   | 1,106,494               | 
| |                                          |   |                         | 
| | Balance at end of year                   | $ | 1,172,902               | 

|11. | Prepayments
|--- | -----------

| |                                         |   | As of December 31, | 
| | --------------------------------------- | - | ------------------ | 
| |                                         |   | 2009               | 
| |                                         |   |                    | 
| | Prepayment for raw materials            | $ | 1,593,043          | 
| | Prepayment for rental expenses          |   | 690,755            | 
| | Prepayment for other expenses           |   | -                  | 
| | Prepayment for construction in progress |   | 511,404            | 
| |                                         |   |                    | 
| | Total Prepayments                       | $ | 2,795,202          | 

54

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|    |            
|--- | -----------
|12. | Inventories

| |                           |   | As
      of December 31, |  
| | ------------------------- | - | ------------------------ | -
| |                           |   | 2009                     |  
| | Raw materials             | $ | 260,677                  |  
| | Finished goods            |   | 1,473,530                |  
| | Consumables               |   | 41,397                   |  
| |                           |   |                          |  
| |                           |   |                          |  
| |                           |   | 1,775,604                |  
| | Provision for inventories |   | (203,576                 | )
| |                           |   |                          |  
| | Balance at end of year    | $ | 1,572,028                |  

As of December 31, 2009, finished goods
with carrying value of $1,269,954 were pledged to the banks for the bank loans
granted to the Company. See Note 22(b) (i).

|13. | Property, plant and equipment
|--- | -----------------------------

| |                              |   | As of December 31, |  
| | ---------------------------- | - | ------------------ | -
| |                              |   | 2009               |  
| | Costs:                       |   |                    |  
| | Buildings                    | $ | 14,367,853         |  
| | Plant and
      machinery    |   | 19,501,325         |  
| | Office equipment             |   | 128,891            |  
| | Leasehold
      improvements |   | 3,861,381          |  
| | Motor vehicles               |   | 362,550            |  
| | Construction in progress     |   | 1,377,634          |  
| |                              |   | 39,599,634         |  
| |                              |   |                    |  
| | Accumulated depreciation     |   | (16,552,824        | )
| |                              |   |                    |  
| | Net                          | $ | 23,046,810         |  

An analysis of assets pledged to banks
for banking facilities (Note 22(b) (ii)) is as follows:

| |                          |   | As of December 31, |  
| | ------------------------ | - | ------------------ | -
| |                          |   | 2009               |  
| | Costs:                   |   |                    |  
| | Buildings                | $ | 10,228,227         |  
| | Plant and machinery      |   | 7,221,824          |  
| |                          |   | 17,450,051         |  
| |                          |   |                    |  
| | Accumulated depreciation |   | (5,456,688         | )
| |                          |   |                    |  
| | Net                      | $ | 11,993,363         |  

| | (i) | During the two years ended December 31, 2009 and 2008,
      property, plant and equipment with carrying amount of $39,168 and
      $1,417,279 was disposed of at a total consideration of $39,168 and
      $1,417,279 respectively resulting in no gain or loss
  respectively.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

55

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|    |                                       
|--- | --------------------------------------
|13. | Property, plant and equipment (Contd)
|    |                                       

| | (ii) | Construction in progress                                                                                               
| | ---- | -----------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                        
| |      | Construction in progress mainly comprises capital
      expenditure for construction of the Companys production lines.
| |      |                                                                                                                        

| | (iii) | Impairment of property, plant and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       | The carrying amount of property, plant and equipment is
      not recoverable if the recorded value of the asset group exceeds the sum
      of the undiscounted cash flows expected to result from the use and
      eventual disposition of the property, plant and equipment. In 2008, the
      Companys business experienced downturns in the float glass markets,
      particularly in the fourth quarter of 2008. The decline in home and
      building construction negatively impacted the Companys business and
      extended the recovery time forecasted in these markets, triggering the
      impairment.                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       | In late February 2009, the Company decided to implement a
      maintenance program for float glass production lines. During the
      maintenance period, all operations of the production lines and all
      manufacturing of the float glass products will be suspended. As a result
      and in connection with the Companys annual test for impairment, the
      Company determined that the recoverable value of the Companys property,
      plant and equipment was less than its carrying value in accordance with
      SFAS No. 144. Accordingly, the Company recorded an impairment loss of
      $2,757,229 for the year of 2008.

|14. | Land use right
|--- | --------------

| |                          |   | As of December 31, |  
| | ------------------------ | - | ------------------ | -
| |                          |   | 2009               |  
| | Land use right           | $ | 3,399,240          |  
| | Accumulated amortization |   | (543,879           | )
| |                          |   |                    |  
| |                          | $ | 2,855,361          |  

The Company obtained the right from the
relevant PRC land authority for a period from November 20, 2002 to September 18,
2052 to use the lands on which the office premises, production facilities and
warehouse of the Company are situated. The Company pledged this right to a bank
as part of its borrowings from the bank. See Note 22(b) (iii)).

|15. | Trademark
|--- | ---------

The Company currently owns a trademark,
namely Golden Elephant which was registered in the PRC. The cost of
application has been recognized as expenses when incurred.

|16. | Sales receipt in advance
|--- | ------------------------

The amount represents sales deposit
received from local customers. The Companys sales in 2009 offset the sales
receipt in advance by $186,974.

| |                                |   | As of December 31, | 
| | ------------------------------ | - | ------------------ | 
| |                                |   | 2009               | 
| |                                |   |                    | 
| | Total sales receipt in advance | $ | 314,423            | 

56

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    
|                                          

|17. | Other payables and accrued expenses
|--- | -----------------------------------
|    |                                    

| |                                                          |   | As of December
    31, | 
| | -------------------------------------------------------- | - | ---------------------- | 
| |                                                          |   | 2009                   | 
| | Accrued audit fee                                        | $ | 89,869                 | 
| | Payable for acquisition of property, plant and equipment |   | 176,766                | 
| | Accruals for factory construction                        |   | -                      | 
| | Loans from third parties                                 |   | 1,603,026              | 
| | Accrued legal and professional fee                       |   | 4,386                  | 
| | Staff Payable                                            |   | 438,946                | 
| | Other accrued expenses                                   |   | 346,740                | 
| | Staff welfare payable                                    |   | 318,000                | 
| | Other payables                                           |   | 158,769                | 
| |                                                          |   |                        | 
| | Balance at end of year                                   | $ | 3,136,502              | 

Notes: Staff welfare payable represents
accrued social pension, medical, workers' compensation and unemployment
insurances. All of which are third parties insurance and the insurance premiums
are based on certain percentage of salaries. The obligations of the Company are
limited to those premiums contributed by the Company.

|18. | Interest payable
|--- | ----------------

Interest payable is the accrued loan
interest for short-term bank loans. The interest was accrued at a higher
interest rate due to the loan past due status. (Note 22)

|19. | Tax payable
|--- | -----------

| |                        |   | As of December 31, | 
| | ---------------------- | - | ------------------ | 
| |                        |   | 2009               | 
| |                        |   |                    | 
| | Value added tax        |   | 2,114,650          | 
| | Enterprise income tax  |   | 70,121             | 
| | Other tax              |   | 311,620            | 
| |                        |   |                    | 
| | Balance at end of year | $ | 2,496,391          | 

The Company filed their tax returns but
did not make any payment in 2009. Management does not expect additional
penalties and interest.

|20. | Amount due to a director
|--- | ------------------------

The amount represents other payable due
to Mr. Lihui Song. The amount is interest-free, unsecured and repayable on
demand.

| |                                |   | As of December 31, | 
| | ------------------------------ | - | ------------------ | 
| |                                |   | 2009               | 
| |                                |   |                    | 
| | Total amount due to a director | $ | 104,358            | 

|21. | Related Party Transactions                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                  
|    | At December 31, 2008, $1,108,343 was due from Ms. Lin
      Tan, a controlling shareholder and CEO of the Companys holding company.
      This loan to Ms. Tan is interest free and due on demand. The total amount
      of $1,108,343 was offset by loan from Ms. Tan in 2009.
|    |                                                                                                                                                                                                                                                                                  
|    | On May 17, 2006, Fuxin Hengrui together with, Ms, Tan,
      one of the directors of Fuxin Hengrui established Tianyuan in the PRC. On
      May 16, 2006, Fuxin Hengrui contributed $131,355 to                                                                                 

57

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|    |                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21. | Related Party Transactions (Contd)                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                      
|    | Tianyuan paid-in capital, representing 35% equity
      interest. On January 16, 2008, Fuxin Hengrui acquired an additional 35%
      equity interest in Tianyuan from Ms. Tan for $143,955, bringing its equity
      interest 70%. Tianyuan is principally engaged in manufacturing of coal
      water mixture to assess energy alternative for
industrial boiler.

On May 17, 2008, Fuxin Hengrui disposed
of its 70% equity interest in Tianyuan to a third party at a total consideration
of $709,200 (RMB5,000,000).

On May 6, 2008, Dollar Come entered
into a loan agreement with Ms. Tan to borrow $5,000,000 at the annual interest
rate of 8% for working capital. The loan was unsecured and due no later than May
5, 2010. Under a July 30, 2008 agreement, $3,260,000 of this loan was paid down
with payment made to Fuxin Zhonglin Industry Limited and W.T. Construction Inc.,
both wholly owned by Ms. Tan. An additional $1,108,343 of this loan was offset
by advances to related party during 2009. The balance of this debt at December
31, 2009 is $631,657.

The Company accrued interest payable
related to amounts due to Ms. Tan totaling $50,536 during 2009, and $150,055
during 2008, respectively.

Additional disclosures relating to
related party transactions are found in other parts of the notes to these
financial statements.

|22. | Secured short-term bank loans
|--- | -----------------------------

| |                                  |   | As of December 31, | 
| | -------------------------------- | - | ------------------ | 
| |                                  |   | 2009               | 
| | Bank loans repayable as follows: |   |                    | 
| | Within 1 year - Note 22(a)       | $ | 12,765,307         | 

Notes:

| | (a) | The weighted-average interest rate for short-term loans
      as of December 31, 2009 and 2008, were 13.7% and 8.3%, respectively. These
      loans carry higher interest rates due to their being past due. Management
      does not expect additional penalties relating to their past due status.
      (Note 18)
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of December 31, 2009, the Companys
banking facilities were as follows:

Facilities
      granted
    Granted
    Amount utilized
    UnusedSecured bank loans
    $12,765,307
    $12,765,307
    $ -


| | (b) | The above banking facilities are secured by the
      following:
| | --- | ----------------------------------------------------------------
| |     | (i)                                                             
| |     | (ii)                                                            
| |     | (iii)                                                           
| |     | (iv)                                                            

58

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    

|    |                              
|--- | -----------------------------
|23. | Commitments and contingencies
|    |                              

| | a. | Capital commitment
| | -- | ------------------

| |    | As of December 31, 2009, the Company
had no capital commitments in respect of the acquisition of property, plant and equipment which
      contracted for but not provided in the financial statements.       
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                               
| | b. | Operating lease arrangement                                                                                                                                                                                   
| |    |                                                                                                                                                                                                               
| |    | As of December 31, 2009, the Company had one
      non-cancelable operating lease for its offices, factories and warehouses.
      The lease will expire in 2014 and the expected payments are as
    follows:

| | Within one year   | $ | 438,600   | 
| | ----------------- | - | --------- | 
| | Two to five years |   | 1,616,700 | 
| |                   |   |           | 
| |                   | $ | 2,055,300 | 

The rental expense relating to the
operating leases was $439,350 and $432,398 for the two years ended December 31,
2009 and 2008 respectively.

| | c. | Environmental                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Companys operations are subject to the laws and
      regulations in the PRC relating to the generation, storage, handling,
      transportation and discharge of certain materials, substances and waste
      into the environment, and various other health and safety matters.
      Governmental authorities have the power to enforce compliance with their
      regulations, and violators may be subject to fines, injunctions or both.
      The Company must devote substantial financial resources to ensure
      compliance, and the management believes that it is in substantial
      compliance with all the applicable laws and regulations.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Company has not incurred any significant expenditure
      for environmental remediation, is currently not involved in any
      environmental remediation and has not accrued any amounts for
      environmental remediation relating to its operations. Under existing
      legislation, management believes that there are no probable liabilities
      that will have a material adverse effect on the financial position,
      operating results or cash flows of the Company.                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Company incurred normal routine pollutant discharge
      fees of nil and $2,948 for the two years ended December 31, 2009 and 2008
      respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|24. | Statutory reserves
|--- | ------------------

In accordance with the relevant laws
and regulations of the PRC and articles of association of the Company, it is
required to appropriate 10% of its net income, after offsetting any prior years
losses, to the statutory reserve. When the balance of such reserve reaches 50%
of the registered capital, any further appropriation is optional. Upon approval
from the board of directors of the Company, the statutory reserve can be used to
offset accumulated losses or to increase registered capital.

59

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    
|                                          

|25. | Common stock and additional paid-in
      capital
|--- | -------------------------------------------------

| |                                                                       |  | ***Common
      stock*** |  |   |         | 
| | --------------------------------------------------------------------- |  | ------------------------ |  | - | ------- | 
| |                                                                       |  | ***Number
      of***    |  |   |         | 
| |                                                                       |  | ***shares
      as***    |  |   |         | 
| |                                                                       |  | **Adjusted for**         |  |   |         | 
| |                                                                       |  | forward                  |  |   |         | 
| |                                                                       |  | stock split              |  |   | $Amount | 
| |                                                                       |  |                          |  |   |         | 
| | Balance, January 1, 2008 - Note 25(a)                                 |  | 23,751,710               |  | $ | 237,517 | 
| | Recapitalization - Note 25(b)                                         |  | 1,250,090                |  |   | 12,501  | 
| | Shares issued for proceeds of $5.07 million
      - Note 25(c)        |  | 3,338,790                |  |   | 33,388  | 
| | Cost of raising capital                                               |  | -                        |  |   | -       | 
| | Warrants issued in connection with private
      placement - Note 28  |  | -                        |  |   | -       | 
| | Shares issued in connection with private placement - Note
      25(d) |  | 283,406                  |  |   | 2,834   | 
| | Balance, December 31, 2008                                            |  | 28,623,996               |  | $ | 286,240 | 
| |                                                                       |  |                          |  |   |         | 
| | Balance, December 31, 2009                                            |  | 28,623,996               |  | $ | 286,240 | 

| | Notes:
| | ------
| | (a)   
| |       
| | (b)   
| |       
| | (c)   
| |       
| | (d)   

|    |                
|--- | ---------------
|26. | Preferred Stock

The Companys Articles of Incorporation authorize the
board of directors to issue up to 10,000,000 shares of preferred stock. The
preferred stock may be issued in one or more series, the terms of which may be
determined at the time of issuance by the board of directors without further
action by the stockholders. These terms may include voting rights including the
right to vote as a series on particular matters, preferences as to dividends and
liquidation, conversion rights and redemption rights provisions. The issuance of
any preferred stock could diminish the rights of holders of our common stock,
and therefore could reduce the value of such common stock.

|27. | Defined contribution plan
|--- | -------------------------

Pursuant to the relevant PRC
regulations, the Company is required to make contributions at a rate of 24.4% of
average salaries of latest fiscal year ended of Liaoning Province Fuxin City to
a defined contribution retirement scheme organized by a state-sponsored social
insurance plan in respect of the retirement benefits for the Companys employees
in the PRC. The only obligation of the Company with respect to retirement scheme
is to make the required contributions under the plan. No forfeited contribution
is available to reduce the contribution payable in the future years. The defined
contribution plan contributions were charged to the consolidated statement of
operations. The Company contributed $30,108 and $95,884 for the year ended
December 31, 2009 and 2008, respectively.

60

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    
|                                          

|28. | Segment information
|--- | -------------------

The nature of the Companys products,
production processes, type of customers and distribution methods are
substantially similar. The Company is considered as a single reportable segment
under FAS 131, Disclosures about Segments of an Enterprise and Related
Information.

All of the Companys long-lived assets
are located in the PRC during the reporting periods. Geographic information
about the revenues, which are classified based on the customers, is set out as
follows:-

| |        |   | Year ended December 31, | 
| | ------ | - | ----------------------- | 
| |        |   | 2009                    | 
| |        |   |                         | 
| | PRC    | $ | 2,267,268               | 
| | Others |   | -                       | 
| |        |   |                         | 
| | Totals | $ | 2,267,268               | 

|29. | Stock-based compensation
|--- | ------------------------

On July 24, 2008, the Company granted a
warrant for the purchase of 166,940 shares of common stock with an exercise
price of $1.824 to Roth Capital Partners, LLC for the services in connection
with the private placement on the same date.

The Company estimated the fair value of
each warrant award on the date of grant using the Black-Scholes option-pricing
model and the assumption noted in the following table. Expected volatility is
based on the historical and implied volatility of a peer group of publicly
traded entities. The expected term of warrants gave consideration to historical
exercises, post-vesting cancellations and the warrants contractual term. The
risk-free rate for the expected term of the warrants is based on the U.S.
Treasury Constant Maturity at the time of grant. The assumptions used to value
warrants granted during the year ended December 31, 2008 were as follows:

| |                         | Year ended  
| | ----------------------- | ------------
| |                         | December 31,
| |                         | 2008        
| |                         |             
| | Risk free interest rate | 2.92%       
| | Expected volatility     | 214%        
| | Expected life (years)   | 3           

The grant-date fair value of a warrant
granted is $1.5152 per share. The Company valued the options by Black-Scholes
option-pricing model with the amount of $252,947, which recorded as cost of
raising capital against additional paid-in capital in 2008.

61

---

|Golden Elephant Glass Technology, Inc.    
|------------------------------------------
|Notes to Consolidated Financial Statements
|(Stated in US Dollars)                    
|                                          

|30. | Make good escrow agreement
|--- | --------------------------

In connection with the 2008 private
placement agreement, for the benefit of the investors, the Companys shareholder
Win-Win Global Investments, Inc. (Win-Win Global) has agreed to place into
escrow an aggregate of 1,669,398 shares for investors of common stock owned by
Win-Win Global (Escrow Shares). One-half of the Escrow Shares (Potential 2008
Make Good Shares) were pledged to secure the Companys commitment to achieve
the 2008 Guaranteed ATNI (as defined below) and one-half of the Escrow Shares
(Potential 2009 Make Good Shares) were pledged to secure the Companys
commitment to achieve the 2009 Guaranteed ATNI (as defined below).

If the After-Tax Net Income (ATNI)
for the fiscal year ended December 31, 2008 was less than $10,000,000, the first
tranche 834,699 would be distributed to the investors for no additional
consideration. If the ATNI for the fiscal year ending December 31, 2009 is less
than $14,000,000, the second tranche 834,699 would be distributed to the
investors for no consideration. Any shares not distributed to the investors would
be released back to Win-Win Global. For the purpose of determining whether or
not the ATNI threshold has been met, the return of any shares to Win-Win Global
will not be deemed an expense to the Company.

The ATNI is $(3,748,901) for the fiscal
year ended December 31, 2008 and thus the Company has not achieved the 2008
Guaranteed ATNI. The first tranche Escrow Shares 834,699 shares will be
delivered to the investors.

The ATNI is $(10,756,523) for the
fiscal year ended December 31, 2009 and thus the Company has not achieved the
2009 Guaranteed ATNI. The second tranche Escrow Shares 834,699 shares will be
delivered to the investors.

|31. | Subsequent Events
|--- | -----------------

The Company has evaluated subsequent
events through November 29, 2010, which is the date the financial statements were
issued, and has concluded that no such events or transactions took place which
would require disclosure herein.

62

---

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

Change from MaloneBailey LLP to Zhonglei Certified Public
Accountants Co., Ltd.

On April 26, 2010, our auditor, MaloneBailey LLP (the "Former
Accountant") resigned as our independent accounting firm. On April 27, 2010, our
board of directors (the "Board of Directors") accepted the Former Accountants
resignation and appointed Zhonglei Certified Public Accountants Co., Ltd (the
"New Accountant") as our new independent public accounting firm. The decision to
appoint the New Accountant as our independent accountant was approved by our
Board of Directors on April 27, 2010.

The Former Accountant was appointed as our independent
accounting firm on October 25, 2009. The Former Accountant did not issue any
audit report on our financial statements from the appointment date of October
25, 2009 to the resignation date of April 26, 2010.

During our two most recent fiscal years and through the date of
this report, we have had no disagreements, with the Former Accountant on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the satisfaction of
the Former Accountant, would have caused it to make reference to the subject
matter of such disagreements in its report on our financial statements for such
periods, except that we disagree with the Former Accountant on their claim of
existence of an audit scope limitation. On the date of resignation, the Former
Accountant notified us that there existed an audit scope limitation related to
the completion of the 2009 audit because there were 64 adjustments in the
audited financial statements for the fiscal year ended December 30, 2008, and
they did not receive satisfactory explanation from our management of certain
material adjusting journal entries, which may have material impact on the
financial statements as of and for the year ended December 31, 2009.

The following sets forth a few major examples of the Former
Accountants claims, to illustrate these adjustments and related scope
limitation:

|i. | The Former Accountant claimed that three were six prior
      year adjustments to accounts receivable and allowance for doubtful
      accounts of Fuxin Hengrui Technology Co., Ltd ("Hengrui"), one of our
      wholly- owned subsidiaries. Three of these adjustments impact accounts
      receivable, which were reclassification from customer deposit and other
      receivable accounts with total amount over $1.3 million. The
  Former Accountant alleged that there were no supports showing
      which specific customer accounts were impacted and the Company could not
      provide reason for these adjustments. The other three adjustments were to
      the bad debt allowance account with total amount of approximately $0.5
      million. The Former Accountant alleged that the Company did not provide
      them with explanation as to which customer accounts were reserved for and
      how the conclusion was reached. The Former Accountant claimed that they
      were unable to conclude if and how these prior year adjustments should be
      rolled forward to fiscal year 2009 and they were unable to analyze AR
      aging and bad debt allowance at December 31, 2009.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

63

---

|ii.  | The Former Accountant also claimed that there were
      several prior year adjustments to accounts payable of Hengrui, as to which
      the Company did not provide them with explanation. For example, there were
      two adjustments totalling approximately $2.6 million (debit balance) which
      were reclassification from other liability and asset accounts. There were
      no details to support which vendor accounts these adjustments were related
      to. Another example was an adjustment of $5.1 million (credit balance)
      which was reclassification from prepaid account to accounts payable. The
      Company was allegedly unable to provide details to support which vendor
      accounts this adjustment was related to. Therefore, the Former Accountant
      claimed that they were unable to determine the impact to accounts payable
      as of December 31, 2009.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|iii. | There was a prior year adjustment of approximately RMB
      0.3 million for inventory allowance (Lower of cost or market adjustment)
      to Hengrui, one of the Companys subsidiaries, that the Company allegedly
      could not provide explanation or calculation as to how the amount was
      determined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

The Former Accountant did not issue any audit report on our
financial statements from the appointment date of October 25, 2009 to the
resignation date of April 26, 2010. We were informed of the above issues which
resulted in their conclusion of auditing scope limitation on the date of
resignation and therefore no audit or similar committee of the board of
directors, or the board of directors, discussed the subject matter of the
disagreement with the Former Accountant. The management of the Company believed
that they could provide sufficient explanation for all of the prior year
adjustments and were unable to resolve the dispute with the Former Accountant on
the date of resignation.

The Company has authorized the Former Accountant to respond
fully to the inquiries of the New Accountant concerning the subject matter of
the disagreement.

During the period from October 25, 2009 to the date of
resignation, we did not experience any reportable events as set forth in Item
304(a)(1)(v) of Regulation S-K.

The Company did not consult with the New Accountant regarding
the application of accounting principles to a specific transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and no written or oral advice was provided
by the New Accountant that was a factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issues.

The Company has requested that the Former Accountant furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. The requested letter was attached
as Exhibit 16.1 to the Current Report on Form 8-K/A filed on August 30, 2010 and
is incorporated herein by reference.

New Independent Accountants

Our Board of Directors approved the appointment of Zhonglei as
our new independent registered public accounting firm effective as of April 27,
2010. During the two most recent fiscal years and through the date of our
engagement, we did not consult with Zhonglei regarding either (1) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
our financial statements, or (2) any matter that was either the subject of a
disagreement (as defined in Regulation S-K Item 304(a)(1)(v)), during the two
most recent fiscal years.

64

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Prior to engaging Zhonglei, did not provide our Company with
either written or oral advice that was an important factor considered by our
Company in reaching a decision to appoint Zhonglei as our new independent
registered public accounting firm.

Change from Zhonglei Certificated Public Accountants Co.,
Ltd to NW Pacific CPA, LLC.

On July 21, 2010, our board of directors dismissed Zhonglei as
our independent auditors and engaged NW Pacific CPA, LLC ("NW Pacific") to serve
as our independent auditors. Pursuant to Item 304(a) of Regulation S-K under the
Securities Act of 1933, as amended, and under the Securities Exchange Act of
1934, as amended, we report as follows:

| | (a) | (i) Zhonglei was terminated as our independent registered
      public accounting firm effective on July 21, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (ii) Zhonglei was appointed as our independent auditor on
      April 26, 2010 and did not issue any audit report on our financial
      statements through the date of its dismissal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iii) The dismissal of Zhonglei and engagement of NW
      Pacific were approved by our board of directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iv) We and Zhonglei did not have any disagreements with
      regard to any matter of accounting principles or practices, financial
      statement disclosure, or auditing scope or procedure for the audited
      financials for the fiscal year ended December 31, 2009 and 2008, and
      subsequent interim period ended March 31, 2010 and through the date of
      dismissal, which disagreements, if not resolved to the satisfaction of
      Zhonglei, would have caused it to make reference to the subject matter of
      the disagreements in connection with its reports.                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (v) During the fiscal years ended December 31, 2009 and
      2008, and subsequent interim period ended June 30, 2010 and through the
      date of dismissal, we did not experience any reportable events which
      constitute a reportable event under Item 304(a)(1)(v) of Regulation
      S-K.                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | (i) On July 21, 2010, we engaged NW Pacific to serve as
      our independent registered public accounting firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (ii) Prior to engaging NW Pacific, we have not consulted
      NW Pacific regarding the application of accounting principles to a
      specified transaction, completed or proposed, the type of audit opinion
      that might be rendered on our financial statements or a reportable event,
      nor did us consult with NW Pacific regarding any disagreements with our
      prior auditor on any matter of accounting principles or practices,
      financial statement disclosure, or auditing scope of procedure, which
      disagreements, if not resolved to the satisfaction of the prior auditor,
      would have caused it to make a reference to the subject matter of the
      disagreements in connection with its reports.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iii) We did not have any disagreements with NW Pacific,
      and therefore, did not discuss any past disagreements with NW
    Pacific.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | We obtained a letter from Zhonglei addressed to the
      United States Securities and Exchange Commission stating it agrees with
      the statements presented in this Form 8-K, which was attached as Exhibit
      16.1 to the Form 8-K filed on September 3, 2010 and is incorporated herein
      by reference.                                                                                                                                                                                                                                                                                                                                                                                                                            

ITEM 9A. CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure
Controls and Procedures

Under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, we conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on their
evaluation as of December 31, 2009, the end of the period covered by this Annual
Report on Form 10-K, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were not
effective at a reasonable assurance level to ensure that the information
required to be disclosed in reports filed or submitted under the Securities
Exchange Act of 1934, including this Annual Report, were recorded, processed,
summarized and reported within the time periods specified in the SECs rules and
forms, and was accumulated and communicated to management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure. Our conclusion is based
primarily on the material weakness in internal control over financial reporting
which is noted below. We are in the process of considering changes in our
disclosure controls and procedures.

65

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Managements Report on Internal Control Over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Our internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

- Pertain to the maintenance of records that in reasonable detail accurately
  and fairly reflect the transactions and dispositions of the assets of the
  Company;
- Provide reasonable assurance that the transactions are recorded as
  necessary to permit preparation of financial statements in accordance with
  generally accepted accounting principles, and that receipts and expenditures
  of the Company are being made only in accordance with authorizations of
  management and directors of the Company; and
- Provide reasonable assurance regarding prevention or timely detection of
  unauthorized acquisition, use or disposition of the Companys assets that
  could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions or
that the degree of compliance with the policies or procedures may
deteriorate.

In connection with the filing of our Annual Report on Form
10-K, our management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2009. In making this assessment, our
management used the criteria set forth by Committee of Sponsoring Organizations
of the Treadway Commission inInternal ControlIntegrated Framework .
Based on our assessment using those criteria, management believes that, as of
December 31, 2009, our internal control over financial reporting is not
effective based on those criteria. Our conclusion is based primarily on the
occurrence of a significant number of out-of-period adjustments, which we
believe primarily stems from the fact that we had limited accounting and
financial staff during the year ended December 31, 2009 which did not possess
the requisite qualifications. We are in the process of considering changes in
our internal control over financial reporting in order to address the
aforementioned deficiencies.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over
financial reporting during the year ended December 31, 2009, that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

66

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.

Directors and Executive Officers

The following sets forth the name and position of each of our
current executive officers and directors.

|NAME         | AGE | POSITION                                                        
|------------ | --- | ----------------------------------------------------------------
|Lin Tan      | 47  | Chairman, Chief Executive
      Officer and President           
|Hong Tan     | 39  | Chief Financial Officer, Treasurer, Secretary
      and Director
|Fuyi Zhao    | 59  | Director                                                        
|Guangli Yang | 52  | Director                                                        
|He Li        | 31  | Director                                                        

Tan Lin, 47,Chairman, Chief Executive Officer and
President

Ms. Tan has served as our Chairman, Chief Executive Officer and
President since November 2009. Prior to that, she was the General Manager of
Fuxin Hengrui Technology Co. Ltd and director and General Manager of Fuxin
Floating Glass Co. Ltd from December 2009. From August 2007, Ms. Tan was also
the Enterprise Legal Representative of Fuxin Floating Glass Co. Ltd. From July,
2007 through March 2008, she was a director and Enterprise Legal Representative
of Fuxin Hengrui Technology Co. Ltd. From 2005 -2 006, she was the Chairwoman of
Fuxin Hengrui Technology Co. Ltd. and was in charge of the Company's
restructuring and going public endeavors. Ms. Tan holds a Bachelor degree in
Mechanics and Automation from Liaoning Technology and Engineering University and
a Bachelor and Master degree in Mining Management from the Liaoning Technology
and Engineering University.

Hong Tan, 39, Chief Financial Officer

Ms. Tan has been our Chief Financial Officer, Treasurer,
Secretary and a member of our Board of Directors since February 24, 2009. Ms.
Tang has served as the director of Win-Win Global Investments, Inc. since June
2006. Prior joining Win-Win Global Investments, Inc., she was the financial
director of Fuxin Zhixin Technology Co., Ltd. from 2002 to 2006. She has a
Bachelors Degree in accounting and attended the accounting training program at
Qinghua University from 2004 to 2006.

Guangli Yang, 52, Director

Ms. Yang has been a member of our Board of Directors since
February 24, 2009. Ms. Yang has over 25 years of accounting, auditing and
consulting experience. She has served as the business director of Liaoning
Boyuqi Accounting Firm since 2007 and the Vice President of Finance of Jinzhou
Hengda International Logistics Development Co., Ltd. since 2008. Prior to
joining Liaoning Boyuqi Accounting Firm, Ms. Yang worked as the director of the
auditing department of Jinzhou Chengxin Accounting Firm from 1995 to 2007. Ms.
Yang has a Bachelors Degree in economics.

Fuyi Zhao, 59, Director

Mr. Zhao has been a member of our Board of Directors since
February 24, 2009. Mr. Zhao is the secretary general of the Building Material
Industry Association of Liaoning Province. He served as the general manager of
Shenyang Xingguang Cement Company from 1999 to 2008. Mr. Zhao has extensive
management and sales experience in the building material area and holds a
Masters Degree in business management.

He Li, 31, Director

Ms. Li has been a member of our Board of Directors since
February 24, 2009. Ms. Li has severed as the chairperson and general manager of
JJLC Pty Ltd. since 2006 and the customer consultant of ANZ Bank since 2007. She
also served as the marketing director of Salvatore Farragamo and
Aunew Group in 2008. Ms. Li holds a Bachelors Degree in financing.

67

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Except as noted above, there are no agreements or
understandings for any of our executive officers or directors to resign at the
request of another person and no officer or director is acting on behalf of, nor
will any of them act at the direction of, any other person. Directors are
elected until their successors are duly elected and qualified.

Family Relationships

Ms. Lin Tan is the sister of our Chief Financial Officer, Ms.
Hong Tan. Except for that, there are no other family relationships among our
officers and directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or
executive officers has been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors, or has been a party to any judicial
or administrative proceeding during the past five years that resulted in a
judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws, except for matters
that were dismissed without sanction or settlement. Except as set forth in our
discussion below in Certain Relationships and Related Transactions, and
Director Independence, none of our directors, director nominees or executive
officers has been involved in any transactions with us or any of our directors,
executive officers, affiliates or associates which are required to be disclosed
pursuant to the rules and regulations of the SEC.

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five
fiscal years.

Section 16(A) Beneficial Ownership Reporting Compliance

Under U.S. securities laws, directors, certain executive
officers and persons holding more than 10% of our common stock must report their
initial ownership of the common stock, and any changes in that ownership, to the
SEC. The SEC has designated specific due dates for these reports. Based solely
on our review of copies of such reports filed with the SEC, we believe that the
required reports were filed on time in fiscal year 2009.

Code of Ethics

We have not adopted a code ethics. However, we intend to adopt
a code of ethics in the future. We envision that the code of ethics will apply
to all of our employees, officers and directors.

Material Changes to Director Nomination Procedures

There have been no material changes to the procedures by which
stockholders may recommend nominees to our board of directors since such
procedures were last disclosed.

Audit Committee and Audit Committee Financial Expert

Our Board of Directors established an audit committee on March
3, 2009 and appointed Mr. Fuyi Zhao, Ms. Guangli Yang and Ms. He Li to serve as
members of the committee, each of whom our board determined to be independent
as that term is defined by Rule 4200(a)(15) of the Marketplace Rules of The
Nasdaq Stock Market, Inc. Ms. Yang was appointed as the Chair of the audit
committee.

68

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Our audit committee oversees our accounting and financial
reporting processes and the audits of our financial statements. Our audit
committee is responsible for, among other things:

- selecting our independent auditors and pre-approving all auditing and
  non-auditing services permitted to be performed by our independent auditors;
- reviewing with our independent auditors any audit problems or difficulties
  and managements response;
- reviewing and approving all proposed related-party transactions;
- discussing the annual audited financial statements with management and our
  independent auditors;
- reviewing major issues as to the adequacy of our internal controls and any
  special audit steps adopted in light of significant internal control
  deficiencies;
- annually reviewing and reassessing the adequacy of our audit committee
  charter;
- meeting separately and periodically with management and our internal and
  independent auditors;
- reporting regularly to the full board of directors; and
- such other matters that are specifically delegated to our audit committee
  by our board of directors from time to time.

Our board of directors has determined that Ms. Yang possesses
the accounting or related financial management experience that qualifies her as
financially sophisticated within the meaning of Rule 4350(d)(2)(A) of the Nasdaq
Marketplace Rules and that she is an audit committee financial expert as
defined by the rules and regulations of the SEC.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table  2009 and 2008

The following table sets forth information concerning all cash
and non-cash compensation awarded to, earned by or paid to the named persons for
services rendered in all capacities during the noted periods. No other executive
officers received total annual salary and bonus compensation in excess of
$100,000.

|Name and Principal Position |  | Year |  |  | Salary |  |  | Bonus |  |  | All Other    |  |  | Total  | 
|--------------------------- |  | ---- |  |  | ------ |  |  | ----- |  |  | ------------ |  |  | ------ | 
|                            |  |      |  |  | ($)    |  |  | ($)   |  |  | Compensation |  |  | ($)    | 
|                            |  |      |  |  |        |  |  |       |  |  | ($)          |  |  |        | 
|Lin Tan                     |  | 2008 |  |  | 0      |  |  | 0     |  |  | 0            |  |  | 0      | 
|Chairman, President and CEO |  | 2009 |  |  | 35,088 |  |  | 0     |  |  | 0            |  |  | 35,088 | 
|Hong Tan                    |  | 2008 |  |  | 0      |  |  | 0     |  |  | 0            |  |  | 0      | 
|Chief Financial Officer     |  | 2009 |  |  | 0      |  |  | 0     |  |  | 0            |  |  | 0      | 

Employment Agreements

On March 3, 2009, we entered into an employment agreement with
our Chief Financial Officer, Ms. Hong Tan. Pursuant to the employment agreement,
we agreed to pay Ms. Tan an annual salary of RMB 200,000 (approximately
US$33,333) and she will be eligible for performance based bonuses as determined
in the sole discretion of the Companys Board of Directors. The term of the
employment agreement is for two (2) years. The employment agreement also
contains customary non-solicitation, non-competition and confidentiality
provisions.

69

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Outstanding Equity Awards at Fiscal Year End

None of our executive officers received any equity awards,
including, options, restricted stock or other equity incentives during the
fiscal year ended December 31, 2009.

Compensation of Directors

The following table sets forth certain information concerning
the compensation paid to our directors for services rendered to us during the
fiscal year ending December 31, 2009:

|Name         | Fees earnedor
      paid in cash | Stock **Awards**($) | Option **Awards**
      ($) | Non-Equity Incentive
      Plan Compensation ($) | Nonqualified Deferred
      Compensation Earnings ($) | All Other Compensation
      ($) | Total ($)
|------------ | -------------------------------- | ------------------- | --------------------------- | ------------------------------------------------ | ----------------------------------------------------- | -------------------------------- | ---------
|Fuyi Zhao    | 0                                | 0                   | 0                           | 0                                                | 0                                                     | 0                                | 0        
|Guangli Yang | 0                                | 0                   | 0                           | 0                                                | 0                                                     | 0                                | 0        
|He Li        | 0                                | 0                   | 0                           | 0                                                | 0                                                     | 0                                | 0        

On February 24, 2009, we entered into independent director
agreements with Mr. Fuyi Zhao, Ms. Guangli Yang and Ms. He Li. Under the terms
of the independent director agreements, we agreed to pay Mr. Zhao an annual fee
of RMB 20,000 (approximately $3,333), Ms. Yang an annual fee of RMB 25,000
(approximately $4,167) and Ms. Li an annual fee of RMB 20,000 (approximately
$3,333), as compensation for the services to be provided by them as independent
directors. In addition, we agreed to reimburse the directors for pre-approved
reasonable business related expenses incurred in good faith in the performance
of their duties for the Company. The independent director agreements also
contain customary non-competition and confidentiality provisions.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and
Management

The following table sets forth, as of December 31, 2009,
certain information with respect to the beneficial ownership of our common stock
by (i) each director and executive officer, (ii) each person known by us to be
the beneficial owner of five percent or more of the outstanding shares of common
stock, and (iii) all directors and executive officers as a group. Unless
otherwise indicated, the person or entity listed in the table is the beneficial
owner of, and has sole voting and investment power with respect to, the shares
indicated. Unless otherwise specified, the address of each of the persons set
forth below is in care of the Company at 123 Chuangye Road, Haizhou District,
Fuxin City, Liaoning Province, Peoples Republic of China.

|Name & Address of Beneficial                                  |  | Office, If Any                    |  |  | Amount and    |  |  | Percent of   | 
|------------------------------------------------------------- |  | --------------------------------- |  |  | ------------- |  |  | ------------ | 
|                                                              |  |                                   |  |  | Nature        |  |  | **Class(2)** | 
|Owner                                                         |  |                                   |  |  | of Beneficial |  |  |              | 
|                                                              |  |                                   |  |  | Ownership(1)  |  |  |              | 
|Officers and Directors                                        |  |                                   |  |  |               |  |  |              | 
|Lin Tan (3)                                                   |  | Chairman, CEO and
      President |  |  | 15,438,612    |  |  | 53.9%        | 
|Hong Tan                                                      |  | CFO and Director                  |  |  | 1,425,103     |  |  | 5.0%         | 
|Fuyi Zhao                                                     |  | Director                          |  |  | 0             |  |  | *            | 
|Guangli Yang                                                  |  | Director                          |  |  | 0             |  |  | *            | 
|He Li                                                         |  | Director                          |  |  | 0             |  |  | *            | 
|All officers and directors as a group (5 persons named above) |  |                                   |  |  | 16,863,715    |  |  | 58.9%        | 

|5% Security Holders             |  |            |  |  |       | 
|------------------------------- |  | ---------- |  |  | ----- | 
|Money Victory Limited           |  | 15,438,612 |  |  | 53.9% | 
|LihuiSong (4)                   |  | 15,438,612 |  |  | 53.9% | 
|Win-Win Global Investments Inc. |  | 7,125,513  |  |  | 24.9% | 
|Yan Tan (5)                     |  | 5,700,410  |  |  | 19.9% | 
|Hong Tan (6)                    |  | 1,425,103  |  |  | 5.0%  | 
|*Less than 1%                   |  |            |  |  |       | 

70

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| | (1) | Beneficial Ownership is determined in accordance with the
      rules of the SEC and generally includes voting or investment power with
      respect to securities. Each of the beneficial owners listed above has
      direct ownership of and sole voting power and investment power with
      respect to the shares of our common stock.                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (2) | As of March 31, 2010, a total of 28,623,996 shares of our
      common stock are considered to be outstanding pursuant to SEC Rule
      13d-3(d)(1). For each Beneficial Owner above, any options exercisable
      within 60 days have been included in the denominator.                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (3) | Includes 15,438,612 shares held by Money Victory Limited,
      a BVI company, of which Lin Tan is a 77.51% owner. Mr. Song disclaims his
      beneficial ownership of shares of our common stock held by Money Victory
      Limited except to the extent of his pecuniary interest therein..                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (4) | Includes 15,438,612 shares held by Money Victory Limited,
      a BVI company, of which Ms. Lin Tan, wife of Lihui Song, is a 77.51%
      owner. Ms. Tan disclaims her beneficial ownership of shares of our common
      stock held by Money Victory Limited except to the extent of her pecuniary
      interest therein. Ms. Lin Tan is the sister of Ms. Hong Tan, our CFO, and
      Ms. Yan Tan.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (5) | Includes 5,700,410 shares held by Win-Win Global
      Investments Inc., a BVI company, for which Ms. Yan Tan is deemed to be the
      80% beneficial owner.                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (6) | Includes 1,425,103 shares held by Win-Win Global
      Investments Inc., a BVI company, for which Ms. Hong Tan is deemed to be
      the 20% beneficial owner.                                                                                                                                                                                                                                         

Changes in Control

There are currently no arrangements which may result in a
change in control of the Company.

Securities Authorized for Issuances under Equity
Compensation Plans

We do not have in effect any compensation plans under which our
equity securities are authorized for issuance and we do not have any outstanding
stock options.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

Related Party Transactions

The following includes a summary of transactions since the
beginning of the 2009 fiscal year, or any currently proposed transaction, in
which we were or are to be a participant and the amount involved that exceeded
or exceeds the lesser of $120,000 or one percent of the average of our total
assets at year-end for the last two completed fiscal years, and in which any
related person had or will have a direct or indirect material interest (other
than compensation described under Item 11. Executive Compensation). We believe
the terms obtained or consideration that we paid or received, as applicable, in
connection with the transactions described below were comparable to terms
available or the amounts that would be paid or received, as applicable, in
arms-length transactions.

71

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At December 31, 2008, $1,108,343 was due from Ms. Lin Tan, a
controlling shareholder and CEO of the Companys holding company. This loan to
Ms. Tan is interest free and due on demand. The total amount of $1,108,343 was
offset by loan from Ms. Tan in 2009.

On May 6, 2008, Dollar Come entered into a loan agreement with
Ms. Tan to borrow $5,000,000 at the annual interest rate of 8% for working
capital. The loan was unsecured and due no later than May 5, 2010. Under a July
30, 2008 agreement, $3,260,000 of this loan was paid down with payment made to
Fuxin Zhonglin Industry Limited and W.T. Construction Inc., both wholly owned by
Ms. Tan. An additional $1,108,343 of this loan was offset by advances to related
party during 2009. The balance of this debt at December 31, 2009 is $631,657.

The Company accrued interest payable related to amounts due to
Ms. Tan totaling $50,536 during 2009, and $150,055 during 2008,
respectively.

Except as set forth in our discussion above, none of our
directors, director nominees or executive officers has been involved in any
transactions with us or any of our directors, executive officers, affiliates or
associates which are required to be disclosed pursuant to the rules and
regulations of the SEC.

The company is controlled by Money Victory Limited, a holding
company that owns 53.9% of our outstanding common stock, and by Win-Win Global
Investments Inc., a holding company that owns 24.9% of our outstanding common
stock. Money Victory Limited is owned 77.51% by Ms. Lin Tan and Win-Win Global
Investments Inc. is owned 20% by Ms. Hong Tan and 80% by Ms. Yan Tan.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Independent Auditors Fees

The following is a summary of the fees billed to the Company by
PKF Hong Kong, Certified Public Accounts and NW Pacific CPA, LLC for
professional services rendered for the fiscal years ended December 31, 2009 and
2008:

|                   |   | Year Ended December 31, | 
|------------------ | - | ----------------------- | 
|                   |   | 2009                    | 
|Audit Fees         | $ | 90,354                  | 
|Audit-Related Fees | $ | 0                       | 
|Tax Fees           | $ | 0                       | 
|All Other Fees     | $ | 0                       | 
|TOTAL              | $ | 90,354                  | 

Audit Fees consisted of fees billed for professional services
rendered by the principal accountant for the audit of our annual financial
statements and review of the financial statements included in our Form 10-Q or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements.

Audit-Related Fees consisted of fees billed for assurance and
related services by the principal accountant that were reasonably related to the
performance of the audit or review of the our financial statements and are not
reported under the paragraph captioned Audit Fees above.

72

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Tax Fees consisted of fees billed for professional services
rendered by the principal accountant for tax compliance, tax advice, and tax
planning.

All Other Fees consisted of fees billed for products and
services provided by the principal accountant, other than the services reported
above under other captions of this Item 14.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Financial Statements and Schedules

The financial statements are set forth under Item 8 of this
Annual Report on Form 10-K. Financial statement schedules have been omitted
since they are either not required, not applicable, or the information is
otherwise included.

Exhibit List

The following exhibits are filed as part of this report or
incorporated by reference:

|Exhibit No. |  | Description                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                
|31.1        |  | Certifications
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002
|31.2        |  | Certifications of Chief
      Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      
|32.1        |  | Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 
|32.2        |  | Certification of Chief
      Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       
|            |  |                                                                                                                

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SIGNATURES

In accordance with section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report
on Form 10-K to be signed on its behalf by the undersigned, thereto duly
authorized individual.

Date: December 22, 2010

| | GOLDEN ELEPHANT GLASS TECHNOLOGY, INC.
| | --------------------------------------
| |                                       
| |                                       
| | By:
    /s/ Lin Tan                   
| | Lin Tan                               
| | Chief Executive Officer and President 

In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|Signature        |  | Title                                                      | Date             
|---------------- |  | ---------------------------------------------------------- | -----------------
|                 |  |                                                            |                  
|/s/ Lin Tan      |  | Chairman, Chief Executive Officer and President            | December 22, 2010
|Lin Tan          |  | (Principal Executive Officer)                              |                  
|                 |  |                                                            |                  
|/s/ Hong Tan     |  | Chief Financial Officer, Treasurer, Secretary and Director | December 22, 2010
|Hong Tan         |  | (Principal Financial and Accounting Officer)               |                  
|                 |  |                                                            |                  
|/s/ Fuyi Zhao    |  | Director                                                   | December 22, 2010
|Fuyi Zhao        |  |                                                            |                  
|                 |  |                                                            |                  
|/s/ Guangli Yang |  | Director                                                   | December 22, 2010
|Guangli Yang     |  |                                                            |                  
|                 |  |                                                            |                  
|/s/ He Li        |  | Director                                                   | December 22, 2010
|He Li            |  |                                                            |                  

74

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