----

----

| [X] | QUARTERLY      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|-----|---------------------------------------------------------------------------------------------|

|    | For      the quarterly period ended March 31,2010 |
|--------------|---------------------------------------------------|

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

| Nevada                               | 91-1948355                      |
|--------------------------------------|---------------------------------|
| (State      or Other Jurisdiction of | (I.R.S.      Employer I.D. No.) |
| incorporation      or organization)  |                            |
|                                 |                            |

----

| INDEX                                                                     |
|---------------------------------------------------------------------------|
|                                                                      |   |
|                                                                      |   |
|                                                                      |   |
|                                                                      | PAGE |
|                                                                      |   |
| CONSOLIDATED      BALANCE SHEETS                                          | 2 |
|                                                                      |   |
| CONSOLIDATED      STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME | 3 |
|                                                                      |   |
| CONSOLIDATED      STATEMENTS OF CASH FLOWS                                | 4 |
|                                                                      |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS                           | 5-22 |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES                                                                                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                  |   |   |   |   |   |   |
|                                                                                                                                                                  |   |   |   |   |   |   |
| CONSOLIDATED      BALANCE SHEETS                                                                                                                                      |
|                                                                                                                                                                  |   |   |   |   |   |   |
|                                                                                                                                                                  |   |   |   |   |   |   |
|                                                                                                                                                                  |   | March      31, |   |   | December      31, |   |
|                                                                                                                                                                  |   | 2010 |   |   | 2009 |   |
|                                                                                                                                                                  |   | (unaudited) |   |   |   |   |
| ASSETS                                                                                                                                                                |   |   |   |   |   |   |
|                                                                                                                                                                  |   |   |   |   |   |   |
| Current      Assets:                                                                                                                                                  |   |   |   |   |   |   |
|      Cash      and cash equivalents                                                                                                          |   | $ | 60,427 |   |   | $ | 90,764 |   |
|      Prepaid      expense (Note 6)                                                                                                           |   |   | 7,314 |   |   |   | 7,313 |   |
|           Total      current assets                                                                                 |   |   | 67,741 |   |   |   | 98,077 |   |
|                                                                                                                                                                  |   |   |   |   |   |   |   |   |
| Property,      Plant, and Equipment, net (Note 7)                                                                                                                     |   |   | 109,103 |   |   |   | 130,687 |   |
|                                                                                                                                                                  |   |   |   |   |   |   |   |   |
| Contract      Security Deposit (Note 8)                                                                                                                               |   |   | 229,663 |   |   |   | 229,626 |   |
|                                                                                                                                                                  |   |   |   |   |   |   |   |   |
| Total      Assets                                                                                                                                                     |   | $ | 406,507 |   |   | $ | 458,390 |   |
|                                                                                                                                                                  |   |   |   |   |   |   |   |   |
| LIABILITIES      AND STOCKHOLDERS' EQUITY                                                                                                                             |   |   |   |   |   |   |   |   |
|                                                                                                                                                                  |   |   |   |   |   |   |   |   |
| Current      Liabilities:                                                                                                                                             |   |   |   |   |   |   |   |   |
|      Accrued      expenses (Note 9)                                                                                                          |   |   | 46,691 |   |   |   | 54,838 |   |
|      Taxes      payable                                                                                                                      |   |   | 585 |   |   |   | 704 |   |
|      Due      to an officer (Note 11)                                                                                                        |   |   | 113,267 |   |   |   | 113,704 |   |
|           Total      Current Liabilities                                                                            |   |   | 160,543 |   |   |   | 169,246 |   |
|                                                                                                                                                                  |   |   |   |   |   |   |   |   |
| Commitments      and Contingencies (Note 14)                                                                                                                          |   |   | - |   |   |   | - |   |
|                                                                                                                                                                  |   |   |   |   |   |   |   |   |
| Stockholders'      Equity:                                                                                                                                            |   |   |   |   |   |   |   |   |
|      Common      stock, $0.001 par value, 200,000,000 shares authorized;                                                                     |   |   |   |   |   |   |   |   |
|             38,381,375      shares issued and outstanding as of March 31, 2010 and December 31,      2009 |   |   | 38,381 |   |   |   | 38,381 |   |
|      Additional      paid-in capital                                                                                                         |   |   | 799,255 |   |   |   | 799,255 |   |
|      Statutory      reserves                                                                                                                 |   |   | 236,875 |   |   |   | 236,875 |   |
|      Retained      earnings                                                                                                                  |   |   | (992,462 | ) |   |   | (949,252 | ) |
|      Accumulated      other comprehensive income                                                                                             |   |   | 163,915 |   |   |   | 163,885 |   |
|           Stockholders'      Equity                                                                                 |   |   | 245,964 |   |   |   | 289,144 |   |
|                                                                                                                                                                  |   |   |   |   |   |   |   |   |
| Total      Liabilities and Stockholders' Equity                                                                                                                       |   | $ | 406,507 |   |   | $ | 458,390 |   |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES                                |
|-------------------------------------------------------------------------------------------|
|                                                                                      |   |   |   |   |   |   |   |
|                                                                                      |   |   |   |   |   |   |   |
| CONSOLIDATED      STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME                 |
|                                                                                      |   |   |   |   |   |   |   |
|                                                                                      |   |   |   |   |   |   |   |
|                                                                                      |   |   | For      the Three Months Ended |   |
|                                                                                      |   |   | March      31, |   |
|                                                                                      |   |   | 2010 |   |   | 2009 |   |
|                                                                                      |   |   | (unaudited) |   |   | (unaudited) |   |
| Revenues                                                                                  |   |   |   |   |   |   |   |
|      (a)      GRT public telephone service                       |   | $ | - |   |   | $ | 1,127 |   |
|      (b)      GRT VoIP call time distribution                    |   |   | 9,673 |   |   |   | 22,131 |   |
|                                                                                      | Total      Revenue |   |   | 9,673 |   |   |   | 23,258 |   |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Costs      of Revenue                                                                     |   |   |   |   |   |   |   |   |
|      (a)      GRT public telephone service                       |   |   | - |   |   |   | 1,217 |   |
|      (b)      GRT VoIP call time distribution                    |   |   | 6,436 |   |   |   | 14,571 |   |
|                                                                                      | Total      Costs of Revenue |   |   | 6,436 |   |   |   | 15,788 |   |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Gross      Profit                                                                         |   |   | 3,237 |   |   |   | 7,470 |   |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Operating      Expenses                                                                   |   |   |   |   |   |   |   |   |
|      Payroll      and employee benefit                           |   |   | 7,148 |   |   |   | 7,768 |   |
|      Depreciation      expenses                                  |   |   | 21,605 |   |   |   | 21,656 |   |
|      Office      expenses                                        |   |   | 12,623 |   |   |   | 11,126 |   |
|      Professional      fees                                      |   |   | 4,877 |   |   |   | 5,048 |   |
|      Consultant      fees (Note 10)                              |   |   | - |   |   |   | 11,000 |   |
|      Travel      and entertainment                               |   |   | 176 |   |   |   | 181 |   |
|      Other      general and administrative expenses              |   |   | 64 |   |   |   | - |   |
|           Total      Operating Expenses |   |   | 46,493 |   |   |   | 56,779 |   |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Income      (Loss) from Operations                                                        |   |   | (43,256 | ) |   |   | (49,309 | ) |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Other      Income                                                                         |   |   |   |   |   |   |   |   |
|      Interest      income                                        |   |   | 46 |   |   |   | 20 |   |
|           Total      other income       |   |   | 46 |   |   |   | 20 |   |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Income      (Loss) before provision      for Income Tax                                   |   |   | (43,210 | )  |   |   | (49,289 | )  |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Provision      for Income Tax                                                             |   |   | - |   |   |   | - |   |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Net      Income (Loss)                                                                    |   |   | (43,210 | ) |   |   | (49,289 | ) |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Other      Comprehensive Income (Loss)                                                    |   |   |   |   |   |   |   |   |
|     Effects      of Foreign Currency Conversion                       |   |   | 30 |   |   |   | 658 |   |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Comprehensive      Income (Loss)                                                          |   | $ | (43,180 | ) |   | $ | (48,631 | ) |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Basic      and fully diluted earnings (loss) per share                                    |   | $ | (0.00 | ) |   | $ | (0.00 | ) |
|                                                                                      |   |   |   |   |   |   |   |   |   |
| Weighted      average shares outstanding                                                  |   |   | 38,381,375 |   |   |   | 38,381,375 |   |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES                                                |
|-----------------------------------------------------------------------------------------------------------|
|                                                                                                      |   |   |   |   |   |   |
|                                                                                                      |   |   |   |   |   |   |
| CONSOLIDATED      STATEMENTS OF CASH FLOWS                                                                |
|                                                                                                      |   |   |   |   |   |   |
|                                                                                                      |   |   |   |   |   |   |
|                                                                                                      |   | For      the Three Months Ended |   |
|                                                                                                      |   | March      31, |   |
|                                                                                                      |   | 2010 |   |   | 2009 |   |
|                                                                                                      |   | (unaudited) |   |   | (unaudited) |   |
| Operating Activities                                                                                      |   |   |   |   |   |   |
|                                                                                                      |   |   |   |   |   |   |
| Net      income (loss)                                                                                    |   | $ | (43,210 | ) |   | $ | (49,289 | ) |
| Adjustments      to reconcile net income (loss) to net      cash provided (used) by operating activities: |   |   |   |   |   |   |   |   |
|         Depreciation                                              |   |   | 21,605 |   |   |   | 21,656 |   |
|         Deferred      consultant compensation                     |   |   | - |   |   |   | 11,000 |   |
| Changes      in operating assets and liabilities:                                                         |   |   |   |   |   |   |   |   |
|    (Increase)/Decrease      in prepaid expenses                                            |   |   | - |   |   |   | 15,788 |   |
|     Increase/(Decrease)      in accounts payable and accrued expenses                 |   |   | (8,156 | ) |   |   | (3,217 | ) |
|     Increase/(Decrease)      in deferred revenue                                      |   |   | - |   |   |   | (439 | ) |
|     Increase/(Decrease)      in taxes payable                                         |   |   | (119 | ) |   |   | 1,196 |   |
| Net      cash provided (used) by operating activities                                                     |   |   | (29,880 | ) |   |   | (3,305 | ) |
|                                                                                                      |   |   |   |   |   |   |   |   |
| Investing Activities                                                                                      |   |   |   |   |   |   |   |   |
|                                                                                                      |   |   |   |   |   |   |   |   |
| Purchase      of fixed assets                                                                             |   |   | - |   |   |   | (1,329 | ) |
| Net      cash provided (used) by investing activities                                                     |   |   | - |   |   |   | (1,329 | ) |
|                                                                                                      |   |   |   |   |   |   |   |   |
| Financing Activities                                                                                      |   |   |   |   |   |   |   |   |
|                                                                                                      |   |   |   |   |   |   |   |   |
| Loans      from shareholders                                                                              |   |   | - |   |   |   | 17,529 |   |
| Payback      of loans from shareholders                                                                   |   |   | (455 | ) |   |   | - |   |
| Net      cash provided (used) by financing activities                                                     |   |   | (455 | ) |   |   | 17,529 |   |
|                                                                                                      |   |   |   |   |   |   |   |   |
| Increase      (decrease) in cash                                                                          |   |   | (30,335 | ) |   |   | 12,895 |   |
| Effects      of exchange rates on cash                                                                    |   |   | (2 | ) |   |   | 56 |   |
| Cash      at beginning of the period                                                                      |   |   | 90,764 |   |   |   | 33,415 |   |
| Cash      at end of the period                                                                            |   | $ | 60,427 |   |   | $ | 46,366 |   |
|                                                                                                      |   |   |   |   |   |   |   |   |
| Supplemental      Disclosures of Cash Flow Information:                                                   |   |   |   |   |   |   |   |   |
|    Cash      paid (received) during year for:                                              |   |   |   |   |   |   |   |   |
|        Interest                                                        |   | $ | - |   |   | $ | - |   |
|        Income      taxes                                               |   | $ | - |   |   | $ | - |   |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED 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.   In management's opinion, all adjustments      (consisting only of normal recurring adjustments) considered necessary for      a fair presentation have been included.  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-K      for the year ended December 31, 2009. |
|                                                       |   |
| 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      subsidiaries, Gold Profit (Asia) Group Limited ("Gold Profit") and Smooth      Global Services Limited ("Smooth Global").  On July 31, 2007,      Bralorne changed its name to Smooth Global (China) Holdings, Inc. ("Smooth      Global (China)" or the "Company"). |
|                                                       |   |
|                                                       | On      November 2, 2006, Bralorne entered into a Share Exchange Agreement (“the      Agreement") with the sole shareholder of Gold Profit to exchange 1,333,334      shares (40,000,000 shares prior to reverse stock split on July 31, 2007)      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. |
|                                                       |   |
|                                                       | 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 City, PRC on      August 2, 2003 with a registered capital of RMB500,000 (equivalent to      US$60,386).  QTC is engaged in the business of providing      telecommunication services in PRC. |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      2-                                               | ORGANIZATION      AND OPERATIONS (continued) |
|                                                       |   |
|                                                       | Organization      and Business Background (continued) |
|                                                       |   |
|                                                       | On      October 24, 2007 Smooth Global (China) completed the acquisition of all      the registered capital stock of Smooth Global.  In exchange for      the capital stock of Smooth Global, Smooth Global (China) issued      33,000,000 shares of its common stock to the prior owners of Smooth      Global.  The prior registered owners 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. Zheng Shuying.  Ms. Zheng is the Chief Executive      Officer of Smooth Global (China).  Also, Smooth Global became a      wholly-owned subsidiary of Smooth Global (China) upon completion of the      acquisition. |
|                                                       |   |
|                                                       | Smooth      Global was incorporated on January 25, 2006 in the British Virgin Island      ("BVI") under the BVI Business Companies Act, 2004, as a BVI Business      Company.  The Company was formed for the purpose of seeking and      consummating a merger or acquisition with a business entity organized as a      private corporation, partnership, or sole  proprietorship. |
|                                                       |   |
|                                                       | On      June 28, 2007, Smooth Global established a wholly owned subsidiary, Smooth      Global (Beijing) Telecom Science Limited ("Beijing Telecom") in the      Beijing City, PRC.  Beijing Telecom was incorporated under the      Company Law of PRC as a limited liability company with registered capital      of $100,000.  Beijing Telecom was formed for the purpose of      seeking and consummating a merger or acquisition with a business entity      organized in PRC and engaged in the business of providing      telecommunication services. |
|                                                       |   |
|                                                       | On      September 20, 2007, Ms. Yianfang Jin and Ms. Yianxia Wang (collectively      the "Trustees"), both of whom are citizens of PRC and own a 100% equity      ownership interest in Beijing GRT Information Services Limited ( "GRT"      ),  executed Trust and Indemnity Agreements ("Agreements") with      Beijing Telecom, pursuant to which the Trustees assigned to Beijing      Telecom all of the beneficial interest in the Trustee's equity ownership      interest in GRT.  The Agreements provided for effective control      of GRT to be transferred to Beijing Telecom at September 20,      2007. |
|                                                       |   |
|                                                       | Through      the Agreements described in the preceding paragraph Beijing Telecom is      deemed a 100% beneficiary of GRT resulting in GRT being deemed a      subsidiary of Beijing Telecom under the requirements of FASB ASC 810-10      "Consolidation".   Accordingly, the consolidated financial      statements of Smooth Global and its wholly owned      subsidiary,  Beijing Telecom, will be prepared by including the      financial statements of GRT through September 20, 2007 and      thereafter. |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |
|                                                       |
| NOTES      TO CONSOLIDATED FINANCIALSTATEMENTS             |

| Note      2- | ORGANIZATION      AND OPERATIONS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|         | Organization      and Business Background (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|         | GRT      and QTC are the two of these affiliated companies that are engaged in      business operations.  Smooth Global (China), Gold Profit, Smooth      Global, and Beijing Telecom are all holding companies, whose business is      to hold an equity ownership interest in QTC and a beneficial interest in      GRT.   All these affiliated companies are hereafter      referred to as the "Company", whose structure is outlined as      following: |

|   | Business      Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (a)  GRT      Public Telephone Service                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | GRT      provides public phone users with access to the network of  China      Unicom (Beijing) Limited (“CUBJ”) F/K/A China United Telecommunications      (Beijing) Corporation Limited, via paid phones installed in outlets      located in universities, convenience shops and street      corners.  These outlets are managed but not necessary owned by      GRT.  GRT signed non-exclusive distribution agreement with CUBJ      to distribute its traditional fixed line call time in Beijing City,      PRC. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | CUBJ      is a subsidiary of China Unicom (Hong Kong) Limited ("CUHK") F/A/K China      United Telecommunications Corporation Limited.  On January 6,      2009, China United Telecommunications Corporation Limited merged with      China Netcom (Group) Corporation Limited and changed its name to China      Unicom (Hong Kong) Limited.  CUHK is one of the largest      telecommunications carriers inPRC.                                                                                                                            |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      2-                                               | ORGANIZATION      AND OPERATIONS (continued) |
|                                                       |   |
|                                                       | Business      Operations (continued) |
|                                                       |   |
|                                                       | (b)      GRT VoIP Call Time Distribution |
|                                                       |   |
|                                                       | Beginning      from January 2008, GRT provides enterprise phone users and public phone      users with access to the network of China Unicom (Shaoxing) Limited      (“CUSX”) F/K/A China Netcom (Shaoxing) Corporation Limited  and      China Unicom (Shanghai) Limited (“CUSH”) F/A/K China Netcom (Shanghai)      Corporation Limited,  via phones connected to GRT's      telecommunication server.  Both CUSX and CUGD are subsidiaries      of China Unicom (Hong Kong) Limited F/A/K China Netcom (Group) Company      Limited. GRT signed non-exclusive distribution agreement with CUSX and      CUGD to distribute their Voice Over Internet Protocol (“VoIP”) call time      in the PRC. |
|                                                       |   |
|                                                       |   |
| Note      3-                                               | GOING      CONCERN |
|                                                       |   |
|                                                       | As      reflected in the accompanying consolidated financial statements, the      Company incurred losses of $43,210 for the three months ended March 31,      2010, and $295,441 for the year ended December 31, 2009.  These      amounts are significant compared with the Company's shareholders'      equity.   The revenue for the three months ended March 31,      2010 dropped by $13,585, or approximately 58%, from the three months ended      March 31, 2009, and the revenue for the year ended December 31, 2009      dropped by $373,818, or approximately 84%, from the year ended December      31, 2008.  In addition, the Company had a working capital      deficiency of $92,802 and $71,169 at March 31, 2010 and December 31, 2009,      respectively. These factors raise substantial doubt about the Company's      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 sheets 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.  The Company is also developing new business      lines.  Management believes that these actions will allow the      Company to continue operations through the next fiscal    year. |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      4-                                               | CONTROL      BY PRINCIPAL STOCKHOLDERS |
|                                                       |   |
|                                                       | The      chief executive officer owns beneficially and in the aggregate, the      majority of the voting power of the Company. Accordingly, the chief      executive officer has the ability to control the approval of most      corporate actions, including approving significant expenses, increasing      the authorized capital stock and the dissolution, merger or sale of the      Company's assets. |
|                                                       |   |
|                                                       |   |
| Note      5-                                               | SIGNIFICANT      ACCOUNTING POLICIES |
|                                                       |   |
|                                                       | Basis      of Consolidation |
|                                                       |   |
|                                                       | The      consolidated financial statements include the accounts of the Company and      all its majority-owned subsidiaries which require      consolidation.  Inter-company transactions have been eliminated      in consolidation. |
|                                                       |   |
|                                                       | The      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. |
|                                                       |   |
|                                                       | Certain      amounts in the prior year's consolidated financial statements and notes      have been revised to conform to the current year    presentation. |
|                                                       |   |
|                                                       | Subsequent      Events |
|                                                       |   |
|                                                       | The      Company evaluated subsequent events through the time of filing this      Quarterly Report on Form 10-Q on May 7, 2010. We are not aware of any      significant events that occurred subsequent to the balance sheet date but      prior to the filing of this report that would have a material impact on      our financial statements. |
|                                                       |   |
|                                                       | 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. |
|                                                       |   |
|                                                       | Revenue      Recognition |
|                                                       |   |
|                                                       | The      Company recognizes its revenues net of sales taxes and sales-related      taxes. In accordance with FASB ASC 605, "Revenue Recognition", the Company      recognizes revenue when persuasive evidence of an arrangement exists,      transfer of title and the risks and rewards of ownership have occurred or      services have been rendered and accepted, the selling price is fixed or      determinable and collectability is reasonably  assured. |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      5-                                               | SIGNIFICANT      ACCOUNTING POLICIES (continued) |
|                                                       |   |
|                                                       | Revenue      Recognition (continued) |
|                                                       |   |
|                                                       | (a)  GRT      Public Telephone Service |
|                                                       |   |
|                                                       | GRT      sets up outlets through CUBJ's network to provide public telephone service      to end users.  GRT buys call time from CUBJ in advance and then      distribute to end users via these outlets.  GRT recognizes      revenue when the tariff is collected after an end user places a telephone      call.  GRT records revenue from outlets after netting outlets'      operating expenses since such expenses are instable. |
|                                                       |   |
|                                                       | Pursuant      to the distribution agreement with CUBJ, GRT is entitled to refund a      certain percentage of call time cost and the percentage varies based on      the volume of call time which GRT distributes monthly.  GRT      records these refunds as revenue because GRT has to issue sales invoices      to CUBJ for the refunds. |
|                                                       |   |
|                                                       | (b)      GRT VoIP Call Time Distribution |
|                                                       |   |
|                                                       | Beginning      from January 2008, GRT contracted with CUSX and CUSH 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      GRT's telecommunication server. |
|                                                       |   |
|                                                       | Pursuant      to the contracts with CUSX and CUSH, GRT pays tariff to the      telecommunication carriers in advance and connects its telecommunication      server to the carriers' network.  Then, GRT distributes the VoIP      call time to its customers who connect their phones to GRT’s      server.   The customers also pay tariff to GRT in      advance.  Monthly, the telecommunication carriers bill GRT for      the VoIP call time that it distributes.  In turn, GRT bills its      customers for the VoIP call time which the customers consume, based on the      records provided by its own server. |
|                                                       |   |
|                                                       | Deferred      Revenue |
|                                                       |   |
|                                                       | Payments      received prior to satisfying the Company’s revenue recognition criteria      are recorded as deferred revenue. |
|                                                       |   |
|                                                       | Cost      of Revenue |
|                                                       |   |
|                                                       | (a)  GRT      Public Telephone Service |
|                                                       |   |
|                                                       | Costs      of public telephone service mainly include costs to buy call time from      CUBJ. |
|                                                       |   |
|                                                       | (b)      GRT VoIP Call Time Distribution |
|                                                       |   |
|                                                       | Costs      of VoIP call time distribution principally include the costs of VoIP call      time purchased from CUSX and CUSH. |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      5-                                               | SIGNIFICANT      ACCOUNTING POLICIES (continued) |
|                                                       |   |
|                                                       | 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 collectability. 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.  If actual collections experience changes,      revisions to the allowance may be required. |
|                                                       |   |
|                                                       | Concentrations      of Credit Risk |
|                                                       |   |
|                                                       | Financial      instruments that subject the Company to concentrations of credit risk      consist primarily of cash and cash equivalents. The Company maintains its      cash and cash equivalents with high-quality institutions. While deposits      held with banks are not insurance in PRC, these deposits generally may be      redeemed upon demand and therefore bear minimal risk. |
|                                                       |   |
|                                                       | 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. |
|                                                       |   |
|                                                       | 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. |
|                                                       |   |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      5-                                               | SIGNIFICANT      ACCOUNTING POLICIES (continued) |
|                                                       |   |
|                                                       | 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: |

|                              | Depreciable                   |   | Residual |
|-----------------------------------|-------------------------------|--------|----------|
|                              | Life                          |   | Value    |
|                              |                          |   |     |   |
| Network      and office equipment | 5      years                  |   | 4%       |
| Leasehold      Improvements       | 5      years (Lease duration) | 0%     |

|   | Expenditure      for maintenance and repairs is expended as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Research      and Development Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The      Company charges research and development costs to expense when incurred in      accordance with the FASB ASC 730, “Research and Development”. Research and      development costs were immaterial for the three months ended March 31,      2010 and 2009, respectively.                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Advertising      Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The      Company expenses advertising costs as incurred or the first time the      advertising takes place in accordance with the FASB ASC 720-35,      “Advertising Costs”. Advertising expenses were immaterial for the three      months ended March 31, 2010 and 2009, respectively.                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Segment      Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | FASB      ASC 820, “Segments Reporting”, 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.                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | 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. |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      5-                                               | SIGNIFICANT      ACCOUNTING POLICIES (continued) |
|                                                       |   |
|                                                       | 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 $163,915 and $163,885 as of March 31,      2010 and December 31, 2009, respectively.  The balance sheet      amounts with the exception of equity at March 31, 2010 were translated at      6.836 RMB to $1.00 USD as compared to 6.837 RMB at December 31, 2009. The      equity accounts were stated at their historical rate.  The      average translation rates applied to income statement accounts for the      three months ended March  31, 2010 and  2009 were      6.836 RMB and 6.847 RMB, respectively. |
|                                                       |   |
|                                                       | Statement      of Cash Flows |
|                                                       |   |
|                                                       | In      accordance with FASB ASC 830-230, “Statement of Cash Flows”, cash flows      from the Company’s operations is calculated based upon the functional      currency.  As a result, amounts related to assets and      liabilities reported on the statement of cash flows may not necessarily      agree with changes in the corresponding balances on the balance      sheet. |
|                                                       |   |
|                                                       | Comprehensive      Income |
|                                                       |   |
|                                                       | FASB      ASC 220, “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. |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      5-                                               | SIGNIFICANT      ACCOUNTING POLICIES (continued) |
|                                                       |   |
|                                                       | Income      Taxes |
|                                                       |   |
|                                                       | The      Company accounts for income tax in accordance with FASB ASC 740,"Income      Taxes", which requires the asset and liability approach for financial      accounting and reporting for income taxes.  Deferred tax assets      and liabilities are recognized for the future tax consequences      attributable to differences between the financial statement carrying      amounts of existing assets and liabilities and their respective tax      bases.  Deferred tax assets and liabilities are measured using      enacted tax rates expected to apply to taxable income in the years in      which those temporary differences are expected to be recovered or      settled.  The effect on deferred tax assets and liabilities of a      change in tax rates is recognized in income in the period that includes      the enactment date.  A valuation allowance related to deferred      tax assets is recorded when it is more likely than not that some portion      or all of the deferred tax assets will not be realized. |
|                                                       |   |
|                                                       | Although      the PRC Income Tax Law allows the enterprises to offset their future net      income with operating losses carried forward, enterprise need approval      from local tax authority before they can claim such tax benefit, and the      outcome of the application is generally uncertain.  Therefore,      the Managements established a 100% valuation allowance for the operation      losses carried forward and no deferred tax assets have been      recorded. |
|                                                       |   |
|                                                       | Effective      January 1, 2007, the Company adopted a new FASB guidance, which clarifies      the accounting for uncertainty in income taxes recognized in an      enterprise’s financial statements. The new FASB guidance prescribes a      recognition threshold and measurement attribute for the financial      statement recognition and measurement of a tax position taken or expected      to be taken in a tax return.  The new FASB guidance also      provides guidance on de-recognition of tax benefits, classification on the      balance sheet, interest and penalties, accounting in interim periods,      disclosure, and transition.  In accordance with the new FASB      guidance, the Company performed a self-assessment and concluded that there      were no significant uncertain tax positions requiring recognition in its      consolidated financial statements. |
|                                                       |   |
|                                                       | The      Company accounts for income taxes in interim periods in accordance with      FASB ASC 740-270, "Interim Reporting".  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 FASB ASC 260,      “Earnings Per Share”, which 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      three months ended March 31, 2010 and 2009,  respectively. |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |   |   |
|                                                       |   |   |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |   |   |
|                                                       |   |   |   |
| Note      5-                                               | SIGNIFICANT      ACCOUNTING POLICIES (continued) |
|                                                       |   |   |   |
|                                                       | Statutory      Reserves |
|                                                       |   |   |   |
|                                                       | Pursuant      to the applicable laws in PRC, PRC entities are required to make      appropriations to three non-distributable reserve funds, the statutory      surplus reserve, statutory public welfare fund, and discretionary surplus      reserve, based on after-tax net earnings as determined in accordance with      the PRC GAAP, after offsetting any prior years’ losses. Appropriation to      the statutory surplus reserve should be at least 10% of the after-tax net      earnings until the reserve is equal to 50% of the Company's registered      capital.  Appropriation to the statutory public welfare fund is      5% to 10% of the after-tax net earnings.  The statutory public      welfare fund is established for the purpose of providing employee      facilities and other collective benefits to the employees and is      non-distributable other than in liquidation.  Beginning from      January 1, 2006, enterprise is no more required to make appropriation to      the statutory public welfare fund. No appropriations to the discretionary      surplus reserve are made at the discretion of the Board of      Directors. |
|                                                       |   |   |   |
|                                                       | As      of December 31, 2007, Both GRT and QTC had made appropriation to the      statutory surplus reserve fund up to 50% of their registered capital.      Therefore, GRT and QTC are not required to make further appropriation to      the statutory surplus reserve fund any more. |
|                                                       |   |   |   |
|                                                       | Fair      Value of Measurements |
|                                                       |   |   |   |
|                                                       | Accounting      principles generally accepted in the United States define fair value as      the exchange price that would be received for an asset or paid to transfer      a liability (an exit price) in the principal or most advantageous market      for the asset or liability in an orderly transaction between market      participants at the measurement date. Additionally, the inputs used to      measure fair value are prioritized based on a three-level hierarchy. This      hierarchy requires entities to maximize the use of observable inputs and      minimize the use of unobservable inputs. The three levels of inputs used      to measure fair value are as follows: |
|                                                       |   |   |   |
|                                                       | Level      1: |   | Unadjusted      quoted prices in active markets for identical assets or      liabilities. |
|                                                       |   |   |   |
|                                                       | Level      2: |   | Input      other than quoted market prices that are observable, either directly or      indirectly, and reasonably available.  Observable inputs reflect      the assumptions market participants would use in pricing the asset or      liability and are developed based on market data obtained from sources      independent of the Company. |
|                                                       |   |   |   |
|                                                       | Level      3: |   | Unobservable      inputs.  Unobservable inputs reflect the assumptions that the      Company develops based on available information about what market      participants would use in valuing the asset or  liability. |
|                                                       |   |   |   |
|                                                       | An      asset or liability’s level within the fair value hierarchy is based on the      lowest level of any input that is significant to the fair value      measurement.  Availability of observable inputs can vary and is      affected by a variety of factors.  The Company uses judgment in      determining fair value of assets and liabilities and Level 3 assets and      liabilities involve greater judgment than Level 1 and Level 2 assets or      liabilities. |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      5-                                               | SUMMARY      OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
|                                                       |   |
|                                                       | Recent      Accounting Pronouncements |
|                                                       |   |
|                                                       | In      October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable      Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force,      that provides amendments to the criteria for separating consideration in      multiple-deliverable arrangements. As a result of these amendments,      multiple-deliverable revenue arrangements will be separated in more      circumstances than under existing U.S. GAAP. The ASU does this by      establishing a selling price hierarchy for determining the selling price      of a deliverable. The selling price used for each deliverable will be      based on vendor-specific objective evidence if available, third-party      evidence if vendor-specific objective evidence is not available, or      estimated selling price if neither vendor-specific objective evidence nor      third-party evidence is available. A vendor will be required to determine      its best estimate of selling price in a manner that is consistent with      that used to determine the price to sell the deliverable on a standalone      basis. This ASU also eliminates the residual method of allocation and will      require that arrangement consideration be allocated at the inception of      the arrangement to all deliverables using the relative selling price      method, which allocates any discount in the overall arrangement      proportionally to each deliverable based on its relative selling price.      Expanded disclosures of qualitative and quantitative information regarding      application of the multiple-deliverable revenue arrangement guidance are      also required under the ASU. The ASU does not apply to arrangements for      which industry specific allocation and measurement guidance exists, such      as long-term construction contracts and software      transactions.  The ASU is effective beginning January 1, 2011.      The  adoption of this new guidance did not have a material      effect on the Company’s financial position and results of      operations. |
|                                                       |   |
|                                                       | In      October 2009, the FASB issued ASU No. 2009-14, Certain Revenue      Arrangements That Include Software Elements—a consensus of the FASB      Emerging Issues Task Force, that reduces the types of transactions that      fall within the current scope of software revenue recognition guidance.      Existing software revenue recognition guidance requires that its      provisions be applied to an entire arrangement when the sale of any      products or services containing or utilizing software when the software is      considered more than incidental to the product or service. As a result of      the amendments included in ASU No. 2009-14, many tangible products and      services that rely on software will be accounted for under the      multiple-element arrangements revenue recognition guidance rather than      under the software revenue recognition guidance. Under the ASU, the      following components would be excluded from the scope of software revenue      recognition guidance:  the tangible element of the product,      software products bundled with tangible products where the software      components and non-software components function together to deliver the      product’s essential functionality, and undelivered components that relate      to software that is essential to the tangible product’s functionality. The      ASU also provides guidance on how to allocate transaction consideration      when an arrangement contains both deliverables within the scope of      software revenue guidance (software deliverables) and deliverables not      within the scope of that guidance (non-software deliverables). The ASU is      effective beginning January 1, 2011. The  adoption of this new      guidance did not have a material effect on the Company’s financial      position and results ofoperations. |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      5-                                               | SUMMARY      OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
|                                                       |   |
|                                                       | Recent      Accounting Pronouncements (continued) |
|                                                       |   |
|                                                       | In      August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at      Fair Value, which provides additional guidance on how companies should      measure liabilities at fair value under ASC 820. The ASU clarifies that      the quoted price for an identical liability should be used. However, if      such information is not available, a entity may use, the quoted price of      an identical liability when traded as an asset, quoted prices for similar      liabilities or similar liabilities traded as assets, or another valuation      technique (such as the market or income approach). The ASU also indicates      that the fair value of a liability is not adjusted to reflect the impact      of contractual restrictions that prevent its transfer and indicates      circumstances in which quoted prices for an identical liability or quoted      price for an identical liability traded as an asset may be considered      level 1 fair value. This ASU is effective October 1, 2009.      The  adoption of this new guidance did not have a material      effect on the Company’s financial position and results of      operations. |
|                                                       |   |
|                                                       | In      June 2009, the Financial Accounting Standards Board ("FASB") amended its      guidance on accounting for variable interest entities      ("VIE").  Among other things, the new guidance requires a      qualitative rather than a quantitative analysis to determine the primary      beneficiary of a VIE; requires continuous assessments of whether an      enterprise is the primary beneficiary of a VIE; enhances disclosures about      an enterprise's involvement with a VIE; and amends certain guidance for      determining whether an entity is a VIE. Under the new guidance, a VIE must      be consolidated if the enterprise has both (a) the power to direct the      activities of the VIE that most significantly impact the entity's economic      performance, and (b) the obligation to absorb losses or the right to      receive benefits from the VIE that could potentially be significant to the      VIE.   This new guidance will be effective as of the      beginning of each reporting entity’s first annual reporting period that      begins after November 15, 2009, and for interim periods within that first      annual reporting period.  Earlier application is prohibited.      The  adoption of this new guidance did not have a material      effect on the Company’s financial position and results of      operations. |
|                                                       |   |
|                                                       | In      May 2009, the FASB issued new accounting and disclosure guidance for      recognized and non-recognized subsequent events that occur after the      balance sheet date but before financial statements are issued. The new      guidance also requires disclosure of the date through which an entity has      evaluated subsequent events and the basis for that date. The new      accounting guidance was effective for our Company beginning with our      Quarterly Report on Form 10-Q for the three and six months ended June 30,      2009, and is being applied prospectively. This change in accounting policy      had no material impact on our financial  statements. |

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| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      6-                                               | PREPAID      EXPENSES |
|                                                       |   |
|                                                       | Prepaid      expenses consists of the following: |

|                                       |   | March      31, |   |   | December      31, |   |
|--------------------------------------------|--------|----------------|--------|--------|-------------------|--------|
|                                       |   | 2010           |   |   | 2009              |   |
|                                       |   | (unaudited)    |   |   |              |   |
|                                       |   |           |   |   |              |   |
| Advance      to telecommunication carriers |   | $              | 7,314  |   |              | $      | 7,313 |   |
|                                       |   | $              | 7,314  |   |              | $      | 7,313 |   |

| Note      7- | PROPERTY      AND EQUIPMENT, NET                                                                              |
|--------------|---------------------------------------------------------------------------------------------------------------|
|         |                                                                                                          |
|         | The      following is a summary of property, plant and equipment-at cost, less      accumulated depreciation: |

|                                |   | March      31, |     |   | December      31, |   |
|-------------------------------------|--------|----------------|----------|--------|-------------------|--------|
|                                |   | 2010           |     |   | 2009              |   |
|                                |   | (unaudited)    |     |   |              |   |
|                                |   |           |     |   |              |   |
| Network      and office equipment   |   | $              | 123,314  |   |              | $      | 123,296 |   |
| Leasehold      Improvements         |   |           | 325,462  |   |              |   | 325,409 |   |
|                                |   |           | 448,776  |   |              |   | 448,705 |   |
|                                |   |           |     |   |              |   |   |   |
| Less:      Accumulated depreciation |   |           | (339,673 | )      |              |   | (318,018 | ) |
|                                |   |           |     |   |              |   |   |   |
|      Total |   | $              | 109,103  |   |              | $      | 130,687 |   |

|   | Depreciation      expense charged to operations was $21,605 and $21,656 for the three months      ended March 31, 2010 and 2009,respectively. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------|

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      8-                                               | CONTRACT      SECURITY DEPOSIT |
|                                                       |   |
|                                                       | Contract      security deposit consists of thefollowing: |

|                                                                                                                                                                                                                                                                                                                               |   | March      31, |    |   | December      31, |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------|---------|--------|-------------------|--------|
|                                                                                                                                                                                                                                                                                                                               |   | 2010           |    |   | 2009              |   |
|                                                                                                                                                                                                                                                                                                                               |   | (unaudited)    |    |   |              |   |
|                                                                                                                                                                                                                                                                                                                                    |   |           |    |   |              |   |
| Security      deposit for GRT and Beijing Telecom' Trust and Indemnity Agreement      with Ms. Yianfang Jin *                                                                                                                                                                                                                      |   | $              | 87,769  |   |              | $      | 87,755 |   |
| Security      deposit for Yurui Changtong Science Technology Co., Ltd.**                                                                                                                                                                                                                                                           |   |           | 141,894 |   |              |   | 141,871 |   |
|                                                                                                                                                                                                                                                                                                                               |   | $              | 229,663 |   |              | $      | 229,626 |   |
|                                                                                                                                                                                                                                                                                                                               |   |           |    |   |              |   |   |   |
| *On      September 20, 2007, Ms. Yianfang Jin who owns a 98% equity ownership      interest in GRT executed a Trust and Indemnity Agreements, pursuant      to which Ms. Jin assigned to Beijing Telecom all of the beneficial      interest in her equity ownership interest in GRT, as more fully disclosed      in Note 2. |   |
|                                                                                                                                                                                                                                                                                                                               |   |           |    |   |              |   |   |   |
| **On      November 16, 2009, GRT executed an agency agreement with Yurui Changtong      Science Technology Co., Ltd to run a new business named "Wireless Public      Phone" beginning on May 1, 2010. Pursuant to the agreement, GRT wired cash      of $141,871 as a security deposit for the agreement.                         |   |

| Note      9- | ACCRUED      EXPENSES                           |
|--------------|-------------------------------------------------|
|         |                                            |
|         | Accrued      expenses consist of the following: |

|                                      |   | March      31, |   |   | December      31, |   |
|-------------------------------------------|--------|----------------|--------|--------|-------------------|--------|
|                                      |   | 2010           |   |   | 2009              |   |
|                                      |   | (unaudited)    |   |   |              |   |
|                                      |   |           |   |   |              |   |
| Employee      pension and benefit payable |   | $              | 17,691 |   |              | $      | 19,709 |   |
| Accrued      professional fees            |   |           | 29,000 |   |              |   | 35,129 |   |
|                                      |   | $              | 46,691 |   |              | $      | 54,838 |   |

| Note      10- | CONSULTANT      FEES                           |
|---------------|------------------------------------------------|
|          |                                           |
|          | Consultant      fees consist of the following: |

|                                                     |   | For      the three months ended |   |
|----------------------------------------------------------|--------|---------------------------------|--------|
|                                                     |   | March      31,                  |   |
|                                                     |   | 2010                            |   |   | 2009 |   |
|                                                     |   | (unaudited)                     |   |   |   |   |
|                                                     |   |                            |   |   |   |   |
| Compensation      of consultant services by common stock |   | $                               | -      |   |   | $ | 11,000 |   |
|                                                     |   | $                               | -      |   |   | $ | 11,000 |   |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      11-                                              | RELATED      PARTIES TRANSACTIONS |
|                                                       |   |
|                                                       | Due      to officers consists of thefollowing: |

|   |                                          |   | March      31, |    |   | December      31, |   |
|--------|-----------------------------------------------|--------|----------------|---------|--------|-------------------|--------|
|   |                                          |   | 2010           |    |   | 2009              |   |
|   |                                          |   | (unaudited)    |    |   |              |   |
|   |                                          |   |           |    |   |              |   |
| (1)    | Due      to Ms. Shuying Zheng, CEO            |   | $              | 68,505  |   |              | $      | 78,163 |   |
| (2)    | GRT      Office rent due to Mr. Guoqing Xu    |   |           | 22,820  |   |              |   | 17,990 |   |
| (3)    | QTC      Office rent due to Ms. Shuying Zheng |   |           | 21,942  |   |              |   | 17,551 |   |
|   |                                          |   | $              | 113,267 |   |              | $      | 113,704 |   |

| (1)  | Due      to Ms. Shuying Zheng                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      | Due      to Ms. Shuying Zheng, CEO of the Company, represents loans from Ms. Zheng      to finance the Company's operations due to lack of cash resources. These      loans are unsecured, non-interest bearing and have no fixed terms of      repayment, therefore, deemed payable on demand.  Cash flows from      these activities are classified as cash flows from financing      activities.                                                                                                |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (2)  | GRT      Lease                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      | GRT      rents office premise at the market rate from Mr. Guoqing Xu, President of      QTC.  The lease is non-cancelable and will expire in June      2010.  Rent expense amounted to $4,827 and $4,163 for the three      months ended March 31, 2010 and 2009, respectively.  As of March      31, 2010, there was an outstanding balance of $22,820 due to Mr.      Xu.  The future minimum lease payments for the leases are as      follows at March 31, 2010: |

| The      Three Months Ending June 30, 2010 |   | $ | 4,827 |   |
|--------------------------------------------|--------|---|-------|--------|

| (3)  | QTC      Lease                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      | QTC      rents office premise at the market rate from Ms. Shuying Zheng,      CEO.  The lease is non-cancelable and will expire in December      2010.  Rent expense amounted to $4,389 and $4,382 for the three      months ended March 31, 2010 and 2009, respectively.  As of March      31, 2010, there was an outstanding balance of $21,942 due to Ms.      Zheng.  The future minimum lease payments for the leases are as      follows at March 31, 2010: |

| The      Nine Months Ending December 31, 2010 |   | $ | 13,139 |   |
|-----------------------------------------------|--------|---|--------|--------|

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| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      12-                                              | SEGMENT      REPORTING |
|                                                       |   |
|                                                       | GRT      Operation |
|                                                       |   |
|                                                       | GRT      operated in three reportable business segments that are determined based      upon differences in products and services. GRT does not allocate any      operating expenses or assets to its three 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      segments.  Also, no measures of assets by segment are reported      and used by the chief operating decision maker. Hence, GRT has not made      disclosure of total assets by reportable segments. |
|                                                       |   |
|                                                       | Summarized      information by business segment for the three months ended March 31, 2010      and 2009 is as follows: |

|                                                               |   | For      the three months ended |    |
|--------------------------------------------------------------------|--------|---------------------------------|---------|
|                                                               |   | March      31,                  |    |
|                                                               |   | 2010                            |    |   | 2009 |   |
|                                                               |   | (unaudited)                     |    |   | (unaudited) |   |
| REVENUE                                                            |   |                            |    |   |   |   |
|      GRT      public telephone service    |   | $                               | -       |   |   | $ | 1,127 |   |
|      GRT      VoIP call time distribution |   |                            | 9,673   |   |   |   | 22,131 |   |
|                                                               |   |                            |    |   |   |   |   |   |
| COST      OF SALES                                                 |   |                            |    |   |   |   |   |   |
|      GRT      public telephone service    |   | $                               | -       |   |   | $ | 1,217 |   |
|      GRT      VoIP call time distribution |   |                            | 6,436   |   |   |   | 14,571 |   |
|                                                               |   |                            |    |   |   |   |   |   |
| GROSS      PROFITS                                                 |   |                            |    |   |   |   |   |   |
|      GRT      public telephone service    |   | $                               | -       |   |   | $ | (90 | ) |
|      GRT      VoIP call time distribution |   |                            | 3,237   |   |   |   | 7,560 |   |
|                                                               |   |                            |    |   |   |   |   |   |
|                                                               |   | March      31,                  |    |   | December      31, |   |
|                                                               |   |                            | 2010    |   |   |   | 2009 |   |
|                                                               |   | (unaudited)                     |    |   |   |   |   |
|                                                               |   |                            |    |   |   |   |   |   |
| TOTAL      ASSETS OF GRT                                           |   | $                               | 236,227 |   |   | $ | 245,681 |   |

----

| SMOOTH      GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|------------------------------------------------------------|
|                                                       |   |
|                                                       |   |
| NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                       |   |
|                                                       |   |
| Note      13-                                              | CONCENTRATIONS      AND RISKS |
|                                                       |   |
|                                                       | (a)      Major Suppliers |
|                                                       |   |
|                                                       | GRT      signed non-exclusive agreements with CUSH and CUSX to distribute VoIP call      time purchased from the carriers.  If the strategic relationship      with either CUSH and CUSX is terminated or scaled-back, or if CUSH and      CUSX alter the co-operative arrangements, GRT’s revenue from VoIP call      time distribution might be adversely affected. |
|                                                       |   |
|                                                       | (b)      Major Customer |
|                                                       |   |
|                                                       | GRT      had a diversified customer basis for VoIP call time distribution. None of      the customers accounted for 5% or more of the total revenue from VoIP call      time distribution in the three months ended December 31, 2009 and 2008,      respectively; |
|                                                       |   |
|                                                       |   |
| Note      14-                                              | COMMITMENTS      AND CONTINGENCIES |
|                                                       |   |
|                                                       | PRC's      political and economic system |
|                                                       |   |
|                                                       | 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. |
|                                                       |   |
|                                                       | Governmental      control of currency conversion |
|                                                       |   |
|                                                       | The      PRC government imposes controls on the convertibility of Renminbi into      foreign currencies and, in certain cases, the remittance of currency out      of the PRC. The Company receives all of its revenues in Renminbi, which is      currently not a freely convertible currency. Shortages in the availability      of foreign currency may restrict the Company’s ability to remit sufficient      foreign currency to satisfy foreign currency denominated      obligations.  Under existing PRC foreign exchange regulations,      payments of current account items, including profit distributions,      interest payments and expenditures from the transaction, can be made in      foreign currencies without prior approval from the PRC State      Administration of Foreign Exchange by complying with certain procedural      requirements. However, approval from appropriate governmental authorities      is required where Renminbi is to be converted into foreign currency and      remitted out of China to pay capital expenses such as the repayment of      bank loans denominated in foreign currencies. |
|                                                       |   |
|                                                       | The      PRC government may also at its discretion restrict access in the future to      foreign currencies for current account transactions. If the foreign      exchange control system prevents the Company from obtaining sufficient      foreign currency to satisfy its currency demands, the Company may not be      able to pay certain of its expenses as they come  due. |

----

| ITEM      2. | MANAGEMENT’S      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      OPERATIONS |
|--------------|-------------------------------------------------------------------------------------------------------|

|   | 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 2007 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. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

----

| ITEM      3. | QUANTITATIVE      AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK |
|--------------|----------------------------------------------------------------|

| ITEM      4. | CONTROLS      AND PROCEDURES |
|--------------|------------------------------|

----

| Item      6. | Exhibits                          |
|--------------|-----------------------------------|
|         |                              |
| 31           | Rule      13a-14(a) Certification |
| 32           | Rule      13a-14(b) Certification |

|                   | SMOOTH      GLOBAL (CHINA) HOLDINGS, INC.                                             |
|------------------------|---------------------------------------------------------------------------------------|
|                   |                                                                                  |
| Date:      May 7, 2010 | By:      /s/ Zheng      Shuying                                                       |
|                   |        Zheng      Shuying, Chief Executive Officer |
|                   |        and      Chief Financial Officer            |

----