U. S. Securities and Exchange Commission Washington, D. C. 20549  FORM 10-QSB  [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007  [   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____  Commission File No. 0-25707  SMOOTH GLOBAL (CHINA) HOLDINGS, INC.(Name of Small Business Issuer in its Charter)Nevada91-1948355(State of Other Jurisdiction of
incorporation or organization)(I.R.S.  Employer
Identification No.)  Room 618, +17 Anyuan Road, Chaoyang District, Beijing, P.R.  China    100029 (Address of Principal Executive Offices)86-10-6498-7788(Registrants telephone number including area code)  Indicate  by check mark  whether the  Registrant  (1) has filed all reports required to be filed by Sections 13 or 15(d) of the  Securities Exchange Act of 1934  during  the  preceding  12 months  (or for such shorter  period  that the Registrant was required to file such reports),  and (2) has been subject to such filing requirements for the past 90 days.     Yes [X]         No [  ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [    ]   No [X]  APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: November 13, 2007 Common Voting Stock: 38,381,335  Transitional Small Business Disclosure Format (check one):      Yes [   ]     No [X]         SMOOTH GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIESF/K/A THE BRALORNE MINING COMPANY AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(UNAUDITED)September 30,2007ASSETSCurrent Assets:Cash and cash equivalents$24,425Due from an unaffiliated supplier (Note 4)13,302Total current assets37,727Property, Plant, and Equipment, net (Note 5)245,824Contract Security Deposit3,771Total Assets$287,322LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts payable4,236Accrued expenses (Note 6)33,733Taxes payable1,266Deferred revenue2,407Due to a related party (Note 7)63,850Total Current Liabilities105,492Commitments and Contingencies (Note 10)-Stockholders' Equity:Common stock, $0.001 par value, 200,000,000 shares authorized;5,381,375 shares issued and outstanding as of September 30, 20075,381Additional paid-in capital459,805Statutory reserves98,239Unamortized contractual services costs(361,607)Retained earnings(97,377)Accumulated other comprehensive income77,389Stockholders' Equity181,830Total Liabilities and Stockholders' Equity$287,322    See notes to financial statements. 2     SMOOTH GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIESF/K/A THE BRALORNE MINING COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME(UNAUDITED)For the Three Months EndedFor the Nine Months EndedSeptember 30,September 30,2007200620072006RevenuesVoIP call time distribution$48,669$140,073$102,392$738,422Enterprise internet phone solutions-9,8478,26052,724Total revenue48,669149,920110,652791,146Cost of salesVoIP call time distribution30,059106,69080,551521,378Enterprise internet phone solutions-2,3684104,362Total cost of sales30,059109,05880,961525,740Gross Profit18,61040,86229,691265,406Operating ExpensesPayroll6,29210,36821,02733,323Pension and employee benefit1,8322,9686,23413,026Depreciation expenses15,0613,12144,0929,066Amortization expenses-18,440-55,004Office rent - related party transaction3,9633,77111,72511,248Professional fees6,878170,01624,111184,970Consultant fees43,193425,84143,193432,072Travel and entertainment4232,73215,69312,089Other general and administrative      expenses5,14913,6249,61124,584Total Operating Expenses82,791650,881175,686775,382Income (Loss) from Operation(64,181)(610,019)(145,995)(509,976)Other IncomeInterest income47127131601Total other income47127131601Income (Loss) before provisionfor Income Tax(64,134)(609,892)(145,864)(509,375)Provision for Income Tax----Net Income(64,134)(609,892)(145,864)(509,375)Other Comprehensive Income (Loss)Effects of Foreign Currency Conversion3,00017,2808,23350,716Comprehensive Income (Loss)$(61,134)$(592,612)$(137,631)$(458,659)Basic and fully diluted earnings (loss) per share$(0.02)$(0.44)$(0.07)$(0.34)Weighted average shares outstanding2,928,0021,333,3332,110,2241,333,333   See notes to financial statements. 3     SMOOTH GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIESF/K/A THE BRALORNE MINING COMPANY AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)For the Nine Months EndedSeptember 30,20072006Operating ActivitiesNet income (loss)$(145,864)$(509,375)Adjustments to reconcile net income (loss) tonet cash provided (used) by operating activities:Depreciation60,53424,249Amortization-55,004Changes in operating assets and liabilities:(Increase)/Decrease in accounts receivable71,997877,165(Increase)/Decrease in others receivable-(795,025)(Increase)/Decrease in prepaid expenses and supplies4,231124,390(Increase)/Decrease in contract security deposit(806)(3,629)Increase/(Decrease) in accounts payable and accrued      expenses(46,632)5,104Increase/(Decrease) in other payable(1,145)(14,984)Increase/(Decrease) in deferred revenue2,407-Increase/(Decrease) in due to a related party6,17153,161Net cash provided (used) by operating activities(49,107)(183,940)Investing ActivitiesLoan to an unaffiliated supplier(13,302)-Purchase of fixed assets(14,068)(238,163)Net cash (used) by investing activities(27,370)(238,163)Financing ActivitiesPay back of loans from an officer-(7,585)Net cash provided (used) by financing activities-(7,585)Increase (decrease) in cash(76,477)(429,688)Effects of exchange rates on cash50,92255,128Cash at beginning of the period49,980636,539Cash at end of the period$24,425$261,979Supplemental Disclosures of Cash Flow Information:Cash paid (received) during year for:Interest$-$-Income taxes$-$-   See notes to financial statements. 4  SMOOTH GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES F/K/A THE BRALORNE MINING COMPANY AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS    Note 1- BASIS OF PRESENTATION  The consolidated financial statements of Smooth Global (China) Holdings, Inc. and subsidiaries (the "Company"), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company's Form 10-KSB for the year ended December 31, 2006.   Note 2- ORGANIZATION AND OPERATIONS  Organization and Business Background  The Bralorne Mining Company ("Bralorne") was incorporated under the laws of the State of Nevada on December 2, 1998 with authorized common stock of 200,000,000 shares at $0.001 par value. Currently, the Company principally engages in the business to provide telecommunication services in the People's Republic of China ("PRC'), through its wholly-owned subsidiary, Gold Profit (Asia) Group Limited ("Gold Profit"). On July 31, 2007, Bralorne changes its name to Smooth Global (China) Holdings, Inc. ("Smooth Global" or the Company).  On November 2, 2006, Bralorne entered into an Share Exchange Agreement (the Agreement") with the sole shareholder of Gold Profit to exchange 40,000,000 shares of common stock of Bralorne for 100% of the outstanding stock of Gold Profit. Upon the execution of the Agreement, Gold Profit became a wholly-owned subsidiary of Bralorne.  Gold Profit was incorporated as a limited liability company in the British Virgin Islands (BVI) under the BVI Business Companies Act on July 28, 2006, for the purpose of seeking and consummating a merger or acquisition with a business entity organized as a private corporation, partnership, or sole proprietorship as defined by Statement of Financial Accounting Standards (SFAS) No.7 Accounting and Reporting by Development Stage Enterprises.  On September 8, 2006, Gold Profit entered into a Share Purchase Agreement with all the shareholders of Beijing Quan Tong Chang Information Service Limited a/k/a Beijing Smooth Global Information Services Ltd. (  QTC') to acquire 100% of QTC's registered capital for RMB500,000 (equivalent to US$60,386). Upon completion of this transaction, QTC became a wholly-owned subsidiary of Gold Profit.  Under the Company Law of PRC, QTC was incorporated in Beijing, PRC on August 2, 2003 with a registered capital of $60,386. QTC is a tele-communication company focusing on providing telecommunication services and sale of self-developed enterprise internet phone solutions to customers in PRC.   QTC telecommunication services mainly focus on call time distribution. It provides enterprise phone users and public phone users with access to China Netcom (Shaoxing) Corporation Limited (CNSX) and China Netcom (Guangdong) Corporation Limited ( CNGD ) network via phones connected to QTC's telecommunication server. Both CNSX and CNGD are subsidiaries of China Netcom (Group) Company Limited, one of the largest telecommunications carriers in PRC. QTC signed non-exclusive distribution agreement with CNSX and CNGD to distribute their Voice Over Internet Protocol (VoIP ) call time in the PRC.  QTC also provides enterprise internet phone solutions to its customers, mainly the commercial buildings located in PRC, including design and implementation of VoIP systems and purchasing and installation of VoIP hardware and software.  The merger of Bralorne with Gold Profit results in a capital transaction accounted for as a reverse merger. The transaction was treated for accounting purposes as a recapitalization of the accounting acquirer (Gold Profit) and a reorganization of the accounting acquiree (Bralorne). Accordingly, the historical financial statements presented prior to the merger are the historical financial statements of Gold Profit, which includes Gold Profit's wholly-owned subsidiary, QTC.  Smooth Global, Gold Profit, and QTC are hereafter referred to as the Company.  Going Concern  As reflected in the accompanying consolidated financial statements, the Company occurred an operation loss of $1,913,670 in the year ended December 31, 2006. The amount is significant, comparing with the Company's shareholders' equity. Additionally, the revenue for the nine months ended September 30, 2007 dropped enormously from the same period in 2006 , and recorded an operating loss of $145,995 for the nine months ended September 30, 2007. These factors raise substantial doubt about its ability to continue as a going concern. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  Management has taken the steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance stockholders' investment. Management believes that these actions will allow the Company to continue operations through the next fiscal year.  Note 3- SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation  The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). This basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the Accounting Principles of China" ("PRC GAAP"). Certain accounting principles, which are stipulated by US GAAP, are not applicable in the PRC GAAP. The difference between PRC GAAP accounts of the Company and its US GAAP financial statements is immaterial.  Use of Estimates  The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.  Termination of distribution contract  The Company had a non-exclusive distribution contract with China Netcom (Beijing) Corporation Limited (CNBJ) to distribute its traditional fixed line call times.  In January 2007, CNBJ notified the Company to terminate such contract, under which, the Company generated revenue of $62,031 and $57,329 for the year ended December 31, 2006 and the nine months ended September 30, 2006, respectively. The Company derived revenue of $1,158 from such business in January 2007 before the termination.   Revenue Recognition  The Company derives revenues from the provision of telecommunication agency services and sale of enterprise internet phone solutions. The Company recognizes its revenues net of related business taxes and value added taxes. In accordance with the SECs Staff Accounting Bulletin No. 104, Revenue Recognition , the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured.  (a)  VoIP call time distribution revenue  The Company contracted with CNSX and CNGD for the distribution of their VoIP call time. VoIP call time distribution revenue is generally recognized when the end user makes a call through the phone connected to the Company's telecommunication server.  Pursuant to the contracts with CNSX and CNGD, the Company pays tariff to the telecommunication carriers in advance and connects its telecommunication server to the carries' network. Then, the Company distributes the VoIP call time to its customers who connect their phones to the Companys server. The customer also pay tariff to the Company in advance. Monthly, the telecommunication carries bill the Company for the VoIP call time that it distributes. In turn, the Company bills its customers for the VoIP call time which the customers consume, based on the records provided by its own server.  (b)  Enterprise internet phone solutions revenue  Enterprise internet phone solutions include design and implementation of internet phone systems and purchasing and installation of related telecommunication hardware and software. The contracts are accounted for as one unit of accounting as the criteria for separation are not met, and revenue for billed amounts is recognized when customers acceptance is obtained provided that no significant obligations remain. For amounts billed after acceptance, revenue is recognized upon cash receipt due to uncertainty of collectibility.   Cost of Revenue  (a)  Costs of agencies services  Costs of VoIP call time distribution include the costs of VoIP call time purchased from CNSX and CNGD , staff bonuses and commissions that are based on revenues, bandwidth leasing charges, rent of distribution center, depreciation and platform maintenance costs.  (b)  Costs of enterprise internet phone solutions  Costs of sales sold consists of the cost of equipments, materials and labor that the Company sold to its enterprise internet phone solutions customers.  Cash and Cash Equivalents  Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.  Accounts Receivable  Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Managements best estimate of the amount of probable credit losses in the Companys existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts on a regular basis. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. All other balances are reviewed on a pooled basis by industry. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.  Impairment of Long-life Assets  Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.  Property and Equipment  Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:  DepreciableResidualLifeValueNetwork and computer equipment5 years4%Office equipment and furniture5 years4%Leasehold Improvements5 years (Lease duration)0%
    Expenditure for maintenance and repairs is expended as incurred.  Research and Development Costs  Research and development costs are expensed when incurred. The major components of these research and development costs are the labor cost. Research and development costs amounted to $0 and $2,270 for the nine months ended September 30, 2007 and 2006, respectively.  Advertising Costs  The Company expenses advertising costs as incurred in accordance with the American Institute of Certified Public Accountants (AICPA) Statement of Position 93-7, Reporting for Advertising Costs. Advertising expenses amounted to $0 and $2,180 for the nine months ended September 30, 2007 and 2006, respectively.  Comprehensive Income  Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statement of changes in shareholders' equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.  Foreign Currencies Translation  The functional currency of the Company is Renminbi (  RMB  ). Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates quoted by the People  s Bank of China (PBOC) prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates quoted by the PBOC at the balance sheet dates. Exchange differences are included in the statements of changes in shareholders' equity. Gain and losses resulting from foreign currency transactions are included in operations.  The Companys financial statements are translated into the reporting currency, the United States Dollar (US$), using exchange rates in effect at each year end for assets and liabilities and average exchange rates during each reporting year for the consolidated statements of operations. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Translation adjustments resulting from translation of these consolidated financial statements are reflected as accumulated other comprehensive income in the shareholders equity.  Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss) in the consolidated statement of changes in shareholders equity and amounted to $69,156 and $24,083 as of December 31, 2006 and 2005, respectively, as compared to $77,389 and $74,799as of September 30, 2007 and 2006, respectively. The balance sheet amounts with the exception of equity at December 31, 2006 were translated at 7.80 RMB to $1.00 USD as compared to 8.06 RMB at December 31, 2005, and 7.52 RMB and 7.89 RMB at September 30, 2007 and 2006, respectively. The equity accounts were stated at their historical rate. The average translation rates applied to income statement accounts for the years ended December 31, 2006 and 2005 were 7.96 RMB and 8.11 RMB, respectively, as compared to 7.67 RMB and 8.00 RMB for the nine months ended September 30, 2007 and 2006, respectively.  Segment Reporting  SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information  establishes standards for reporting information about operating segments on a basis consistent with the Companys internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company operates in two principal business segments.  5  SMOOTH GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES F/K/A THE BRALORNE MINING COMPANY AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS    Fair Value of Financial Instruments  The carrying value of the Companys financial instruments, which include cash and cash equivalents, accounts receivables and payables, and amounts due from/to shareholders, approximate fair value due to the short maturities of those instruments.  Related Parties  For the purposes of these financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.  Income Taxes  The Company accounts for income taxes in interim periods as required by Accounting Principles Board Opinion No. 28 "Interim Financial Reporting" and as interpreted by FASB Interpretation No. 18, "Accounting for Income Taxes in Interim Periods". The Company has determined an estimated annual effect tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during the Company's fiscal year to its best current estimate.  The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period.  Earnings (Loss) Per Share  The Company reports earnings per share in accordance with the provisions of SFAS No. 128, Earnings Per Share. SFAS No. 128 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share.  Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There are no potentially dilutive securities outstanding (options and warrants) for the nine months ended September 30, 2007 and 2006, respectively.  6  SMOOTH GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES F/K/A THE BRALORNE MINING COMPANY AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS    Change of Fiscal Year Ending  On December 28, 2006, the Company changed its fiscal year ending from November 30 to December 31. As a capital transaction accounted for as a reverse merger, the Company's historical financial statements presented prior to the merger are the historical financial statements of accounting acquirer, Gold Profit, whose fiscal year ending is December 31. Therefore, the Management believes the Company does not need to file a transition report in order to substantially compliance with the requirements of Rule 13a-10.   Note 4- DUE FROM AN UNAFFILIATED SUPPLIER  The Company extended a short-term loan to an affiliated telecommunication equipment supplier. This loan is unsecured, non-interest bearing, and will be paid back on March 31, 2008. Cash flows from due from an unaffiliated supplier are classified as cash flows from investing activities. The Management believes the loan can help the supplier run its business, and in turn the supplier can provide equipments and services to the Company in a stable price.   Note 5- PROPERTY AND EQUIPMENT, NET  The following is a summary of property, plant and equipment-at cost, less accumulated depreciation: September 30,2007(unaudited)Network and computer equipment$116,587Office equipment and furniture73,831Leasehold Improvements232,300422,718Less: Accumulated depreciation(176,894)Total$245,824  Depreciation expense charged to operations was $60,534 and $24,249 for the nine months ended September 30, 2007 and 2006, respectively.   Note 6- ACCRUED EXPENSES  Accrued expense consists of the following: September 30,2007(unaudited)Welfare payable$13,834Accrued professional fees19,899$33,733  Note 7- DUE TO A RELATED PARTY  Due to a related party consists of the following: September 30,2007(unaudited)Due to Ms. Zheng, Shuying - rent payable$63,850  Rent payable  The Company rents office premise at the market rate from Ms. Shuying Zheng, CEO of the Company. The lease is non-cancelable and will expire in June 2010. Rent expense amounted to $11,725 and $11,248 for the nine months ended September 30, 2007 and 2006, respectively. There was an outstanding balance of $63,850 owed to the landlord as of September 30, 2007.  Note 8- SEGMENT REPORTING  The Company operates in two reportable business segments that are determined based upon differences in products and services. The Company does not allocate any operating expenses or assets to its two business segments as management does not use this information to measure the performance of the operating segments. Certain costs of revenues are shared between business egments. These costs, including staff costs, bandwidth leasing charges and depreciation, were allocated to the VoIP call time distribution and enterprise internet phone solutions segments in proportion to their gross margin contribution before the allocation of these costs. Also, no measures of assets by segment are reported and used by the chief operating decision maker. Hence, the Company has not made disclosure of total assets by reportable segment.  7  SMOOTH GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES F/K/A THE BRALORNE MINING COMPANY AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS    Summarized information by business segment for the nine months ended September 30, 2007 and 2006 is as follows: For the Nine Months Ended September 30,20072006(unaudited)(unaudited)REVENUEVoIP call time distribution$102,392$738,422Enterprise internet phone solutions8,26052,724COST OF SALESVoIP call time distribution$80,551$521,378Enterprise internet phone solutions4104,362GROSS PROFITSVoIP call time distribution$21,841$217,044Enterprise internet phone solutions7,85048,362
  Note 9- REVERSE STOCK SPLIT  Effective on July 31, 2007, The Bralorne Mining Company filed with the Nevada Secretary of State a Certificate of Amendment to its Articles of Incorporation. The amendment effected a reverse stock split of the Company's common stock in the ratio of 1:30. The number of shares of common stock issued and outstanding immediately after the reverse stock split was 1,701,375, including an addition of 40 shares for rounding up fractional shares.  All share and per share information included in these consolidated financial statements has been adjusted to reflect this reverse stock split.  Note 10- COMMON STOCK  On August 20, 2007, the Company engaged a consultant, Jun Chen, for a period September 2007 through April 2008. The terms of the agreement are for the consultant to receive 1,080,000 shares of common stock valued at $0.11 per share, totaling $118,800, which will be amortized over the beneficial period. The consultant provides technical service to the Company.  On August 20, 2007, the Company engaged a consultant, Bayaer, for a period August 28, 2007 through August 27, 2009. The terms of the agreement are for the consultant to receive 800,000 shares of common stock valued at $0.11 per share, totaling $88,000, which will be amortized over the beneficial period.  The consultant provides the Company with legal service.  On August 21, 2007, the Company engaged a consultant, Jingli Yao, for a period September 10, 2007 through September 9, 2008. The terms of the agreement are for the consultant to receive 1,320,000 shares of common stock valued at $0.11 per share, totaling $145,200, which will be amortized over the beneficial period. The consultant provides the Company with promotion service.  On August 22, 2007, the Company engaged a consultant, Minxian Zeng, for a period August 22, 2007 through June 21, 2008. The terms of the agreement are for the consultant to receive 480,000 shares of common stock valued at $0.11 per share, totaling $52,800, which will be amortized over the beneficial period. The Company retained the consultant as a general coordinator.   Note 11- CONCENTRATIONS AND RISKS  (a) Major Customers  Substantially all of the telecommunication services revenues for the nine months ended September 30, 2007 and 2006, are derived from distribution of VoIP call time purchased from CNSX and CNGD. If the strategic relationship with either CNSX and CNGD is terminated or scaled-back, or if CNSX and CNGD alter the co-operative arrangements, the Companys telecommunication services revenue might be adversely affected.  (b) Credit Risk  Financial instruments that potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Management evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.  Note 12- COMMITMENTS AND CONTINGENCIES  The Company faces a number of risks and challenges not typically associated with companies in North America and Western Europe, since its assets exist solely in the PRC, and its revenues are derived from its operations therein.  The PRC is a developing country with an early stage market economic system, overshadowed by the state.  Its political and economic systems are very different from the more developed countries and are in a state of change.  The PRC also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States. Such shocks, instabilities and crises may in turn significantly and negatively affect the Company's performance.  Note 13- SUBSEQUENT EVENTS  On October 24, the Company completed the acquisition of 100% of the registered capital stock of Smooth Global Services Limited (the "SGSL"). In exchange for the registered capital stock of SGSL, the Company issued 33,000,000 shares of its common stock to the prior owners of SGSL. The prior registered owners of SGSL were Christina Nelson and Shannon Lee Alsop. They held the shares, however, as nominees for nine residents of PRC. Accordingly, upon closing of the acquisition, Ms. Nelson and Ms. Alsop assigned the 33,000,000 shares to those nine beneficiaries. 20,000,000 of the shares were assigned to Ms. Shuying Zheng, CEO of the Company. Upon completion of the acquisition, SGSL became a wholly-owned subsidiary of the Company.  SGSL was organized as a Business Company under the laws of the British Virgin Islands. SGSL has one wholly-owned subsidiary: Smooth Global (Beijing) Telecom Science Limited ("Beijing Telecom"), which was organized under the laws of PRC. Beijing Telecom is the beneficiary under a Trust and Indemnity Agreement, in which Jin Yanfang and Wang Yanxia, the registered equity owners of Beijing GRT Information Services Limited ( Beijing GRT ), have transferred to Beijing Telecom all of the beneficial interest in the equity of Beijing GRT. Jin Yanfang and Wang Yanxia remain the registered owners of the equity in Beijing GRT, but have agreed to act as trustees for Beijing Telecom and to follow directions given to them with respect to the business of Beijing GRT.  Through the agreements described in the preceding paragraph, Beijing Telecom is deemed a 100% beneficiary of Beijing GRT resulting in Beijing GRT being deemed a subsidiary of Beijing Telecom under the requirements of Financial Interpretation 46 (Revised) "Consolidation of Variable Interest Entities" issued by the Financial Accounting Standards Board ("FASB"). Accordingly, the consolidated financial statements of SGSL and its wholly owned subsidiary, Beijing Telecom, will be prepared by including the financial statements of Beijing GRT through October 24, 2007 and thereafter.  Beijing GRT is the only one of these affiliated companies that is engaged in business operations. SGSL and Beijing Telecom are holding companies, whose business is to hold a beneficial interest in Beijing GRT. Beijing GRT was incorporated in Beijing City, PRC on May 26, 2005 with a registered capital of $241,640, under the Company Law of PRC. Beijing GRT is engaged in the business of providing telecommunication services to end users.  8    ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS  Results of Operations We realized only $110,652 in revenue during the first nine months of 2007, compared to $791,146 in the first nine months of 2006, a reduction of 86%.  For the three months ended September 30, 2007, our revenues totaled only $48,669, compared to $149,920 in the third quarter of 2006.  The primary reasons for the reductions were: Ø The tariffs on mobile phone calls in China have fallen by approximately 80% in the past two years.  As a result, the use of cell phones has increased dramatically, with a concomitant slackening of demand for our payphone services.  When we initiated our business, the average cell phone tariff was five times the tariff on a call from our payphones.  Now the difference is insignificant. Ø In January China Netcom (Beijing) Corporation Limited cancelled the contract under which we distributed its fixed line call times.  This contract had generated $57,329 in revenue for us in the first nine months of 2006. Ø Our attention in 2007 has been focused on developing our public company.  As a result, only minimal resources were devoted to marketing our Enterprise internet phone solutions.  The result was a complete elimination of revenue from that business during the first and third quarters of 2007, and only $8,202 in the second quarter of 2007.  As our established businesses waned, management actively reduced our level of expenses. As a result, our operating expenses during the nine months ended September 30, 2007 were only $175,686, a 77% reduction from the first nine months of 2006.  So, despite the dramatic reduction in revenue, we incurred only a $145,864 net loss for the nine month period ended September 30, 2007, compared to the $509,375 net loss we incurred in the first nine months of 2006.  For the third quarter of 2007 our net loss was $64,134, far below the $609,892 net loss that we suffered in the third quarter of 2006. In late August and early September 2007 we entered into four contracts with consultants who are assisting us in rebuilding our companys business.  To compensate these individuals we issued them shares of our common stock, which had a market value of $404,800.  We will expense that amount over the lives of the four contracts, which range from nine months to two years.  The amortization of this stock-based compensation added only $43,193 to our expenses in the third quarter of 2007, as the contracts were executed near the end of the quarter.  During the next five months that we report, however, until the largest contract is fully amortized over its nine month term, these contracts will add approximately $44,000 per month to our expenses. Management has recognized that its efforts to return the payphone business to profitability were futile.  For that reason, after the quarter ended, we terminated our payphone business.  In its place, on October 24, 2007, we acquired ownership of the entity that is the sole beneficiary of the trust that owns Beijing GRT Information Services Limited (Beijing GRT).  Although Beijing GRT was previously also engaged in the payphone and internet phone solutions business, it is now engaged exclusively in the business of international call forwarding.  Beijing GRT entered into the international call forwarding business in February 2007 by obtaining a license from China Netcom (Group) Company Ltd. Shanghai Branch and a license from China Netcom (Group) Company Ltd. Shaoxing Branch.  The licenses were acquired in connection with the purchase by Beijing GRT of 2000 local telephone numbers.  The licenses provide that the carriers will facilitate the international call forwarding business of Beijing GRT by (1) waiving all monthly fees for the companys local numbers, (2) guaranteeing Beijing GRT its lowest per-unit fee, and (3) assuring Beijing GRT that it will retain the local numbers for at least three years.  Beijing GRT currently operates from two branch offices:  one in Shanghai and one in Harbin.  We plan to expand its operations by opening an additional 18 sales offices throughout China, and hiring 100 additional sales personnel to staff the offices.  We estimate that the start-up expense associated with each new office will be $30,000 to $50,000.  Therefore, fulfillment of our goal of 20 sales offices will depend on our ability to obtain financing.  Liquidity and Capital Resources  We began 2006 with a sizeable cash balance and nearly $1 million in accounts receivable. Both the cash and the receivables were exhausted during 2006, as our operations used $386,812 and our working capital was reduced to a deficit of $18,483.  This atrophy continued into the first nine months of 2007, as our working capital deficit increased by $49,282 to $67,765.  Without capital resources and with a business whose prospects were poor, we were unable to continue the business plan focused on payphones.  For that reason, we acquired Beijing GRT, whose growing international call forwarding business has good prospects for financial success.  As noted above, full implementation of the business plan for Beijing GRT will require capital.  We are currently engaged in discussions aimed at obtaining capital.  We expect that in the next few months we will sell equity or combined debt-equity instruments in order to obtain the necessary capital.  At the present time, however, we have not received any firm commitment for capital from any source. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.  Risk Factors that May Affect Future Results  You should carefully consider the risks described below before buying our common stock.  If any of the risks described below actually occurs, that event could cause the trading price of our common stock to decline, and you could lose all or part of your investment.     Implementation of our international call forwarding business will require substantial additional capital, which may result in dilution of our existing shareholders.  At June 30, 2007 Beijing GRT had only $59,000 in cash and its other liquid assets were insignificant.  In order to fully implement its business plan, Beijing GRT will require a substantial amount of additional capital.  It is likely that, in order to obtain that capital, Beijing GRT will be forced to issue a large portion of its equity.  That financing, if it occurs, will reduce the portion of our equity held by our existing shareholders, and may reduce the value of their shares, if the sale of equity occurs at prices lower than the current market price.  On the other hand, if we are unable to obtain the necessary capital, the business will fail.  Our international call forwarding business is new and untested, so it may fail.  Our business plan relies on the success of the international call forwarding business operated by Beijing GRT.  This is a new business for Beijing GRT  it commenced operations in February 2007 - and international call forwarding is, in fact, a new business in China.  Because we have limited historical results to consider, there may be factors we have not considered or do not foresee that may cause the business to fail.  If a major carrier undertook to compete against us in the international call forwarding business, our resources might not be sufficient to compete effectively.  There are low barriers to entry into the international call forwarding business.  We have no patents on the technology, nor are there significant trade secrets to give us a privileged position in the market.  Our success in this new business will depend on our marketing acumen, our good relations with the major telephone carriers, and the quality of the service we provide.  If a major telecommunications carrier or other highly capitalized business entered the market, our resources might not permit us to compete effectively against the competitors ability to devote vast capital and human resources to the project of accumulating the relationships that will be key to success in this business.  If the major carriers reduce their roaming charges, we will lose the key competitive advantage of our international call forwarding service.  For most subscribers to a mobile phone service, the default position when they travel is to use their carriers roaming services  primarily because it requires no planning or effort.  Our business will succeed only if we persuade mobile phone users that the substantial cost advantage of our service over the carriers roaming services warrants the users investment of time and attention to subscribing and establishing the necessary call connections.  If the mobile phone carriers reduce their roaming charges in the future, our competitive advantage will be proportionately reduced.  Our business will fail if the major carriers reduce their roaming charges to a point where our price advantage becomes insignificant to the average traveler.    A recession in China could significantly hinder our growth.  The success of our international call forwarding services will depend on continuation and expansion of recent trends in travel by the people of China.  Those travel habits depend, in turn, on recent growth in business activity and disposable income in China.  If there is a downturn in business activity in China, it will reduce the market for our services.  Many financial commentators expect a recession to occur in China in the near future.  The occurrence of a recession could significantly hinder our efforts to implement our business plan.  Our business and growth will suffer if we are unable to hire and retain key personnel that are in high demand.  Our future success depends on our ability to attract and retain highly skilled marketing personnel and technicians.  Qualified individuals are in high demand in China, and there are insufficient experienced personnel to fill the demand.  Therefore we may not be able to successfully attract or retain the personnel we need to succeed.  We may have difficulty establishing adequate management and financial controls in China.  The Peoples Republic of China has only recently begun to adopt the management and financial reporting concepts and practices that investors in the United States are familiar with.  We may have difficulty in hiring and retaining employees in China who have the experience necessary to implement the kind of management and financial controls that are expected of a United States public company.  If we cannot establish such controls, we may experience difficulty in collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet U.S. standards.  Government regulation may hinder our ability to function efficiently.  The national, provincial and local governments in the Peoples Republic of China are highly bureaucratized.  The day-to-day operations of our business require frequent interaction with representatives of the Chinese government institutions.  The effort to obtain the registrations, licenses and permits necessary to carry out our business activities can be daunting.  Significant delays can result from the need to obtain governmental approval of our activities.  These delays can have an adverse effect on the profitability of our operations.  In addition, compliance with regulatory requirements applicable to telecommunications services may increase the cost of our operations, which would adversely affect our profitability.  Capital outflow policies in China may hamper our ability to pay dividends to shareholders in the United States.  The Peoples Republic of China has adopted currency and capital transfer regulations. These regulations require that we comply with complex regulations for the movement of capital. Although Chinese governmental policies were introduced in 1996 to allow the convertibility of RMB into foreign currency for current account items, conversion of RMB into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration of Foreign Exchange. We may be unable to obtain all of the required conversion approvals for our operations, and Chinese regulatory authorities may impose greater restrictions on the convertibility of the RMB in the future. Because most of our future revenues will be in RMB, any inability to obtain the requisite approvals or any future restrictions on currency exchanges will limit our ability to pay dividends to our shareholders.  Currency fluctuations may adversely affect our operating results.  Beijing GRT generates revenues and incurs expenses and liabilities in Renminbi, the currency of the Peoples Republic of China.  However, as a subsidiary of Smooth Global (China) Holdings, it will report its financial results in the United States in U.S. Dollars.  As a result, our financial results will be subject to the effects of exchange rate fluctuations between these currencies.  From time to time, the government of China may take action to stimulate the Chinese economy that will have the effect of reducing the value of Renminbi.  In addition, international currency markets may cause significant adjustments to occur in the value of the Renminbi.  Any such events that result in a devaluation of the Renminbi versus the U.S. Dollar will have an adverse effect on our reported results.  We have not entered into agreements or purchased instruments to hedge our exchange rate risks.  We have limited business insurance coverage.  The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products, and do not, to our knowledge, offer business liability insurance. As a result, we do not have any business liability insurance coverage for our operations. Moreover, while business disruption insurance is available, we have determined that the risks of disruption and cost of the insurance are such that we do not require it at this time. Any business disruption, litigation or natural disaster might result in substantial costs and diversion of resources.  Smooth Global (China) Holdings is not likely to hold annual shareholder meetings in the next few years.  Management does not expect to hold annual meetings of shareholders in the next few years, due to the expense involved.  The current members of the Board of Directors were appointed to that position by the previous directors.  If other directors are added to the Board in the future, it is likely that the current directors will appoint them.  As a result, the shareholders of Smooth Global (China) Holdings will have no effective means of exercising control over the operations of Smooth Global (China) Holdings.     Your ability to bring an action against us or against our directors, or to enforce a judgment against us or them, will be limited because we conduct all of our operations in China and because most of our management resides outside of the United States.  We conduct all of our operations in China through our wholly-owned subsidiary. All of our directors and officers reside in China and all of the assets of those Chinese residents are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the United States and of China may render you unable to enforce a judgment against our assets or the assets of our directors.  ITEM 3.  CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures.  Our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2007.  Pursuant to Rule13a-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, disclosure controls and procedures means controls and other procedures that are designed to insure that information required to be disclosed by Smooth Global (China) Holdings in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time limits specified in the Commissions rules.  Disclosure controls and procedures include, without limitation, controls and procedures designed to insure that information Smooth Global (China) Holdings is required to disclose in the reports it files with the Commission is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.  Based on her evaluation, our Chief Executive Officer and Chief Financial Officer concluded that Smooth Global (China) Holdings system of disclosure controls and procedures was effective as of September 30, 2007 for the purposes described in this paragraph.  Changes in Internal Controls.  There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during Smooth Global (China) Holdings third fiscal quarter that has materially affected or is reasonably likely to materially affect Smooth Global (China) Holdings internal control over financial reporting.  PART II   -   OTHER INFORMATION Item 6. Exhibits  31 Rule 13a-14(a) Certification 32 Rule 13a-14(b) Certification    SIGNATURES  Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the undersigned thereunto duly authorized.   SMOOTH GLOBAL (CHINA) HOLDINGS, INC.  Date: November 13, 2007 By:  /s/ Zheng Shuying  Zheng Shuying, Chief Executive Officer and Chief Financial Officer     9