----

----

| [X]            | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  |
|----------------|------------------------------------------------------------------------------------|
|           |                                                                               |
|           | For the quarterly period ended September 30, 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)                                                                                                                                                                                              |                                                                                                                                                              |

----

| SMOOTH GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES                |
|----------------------------------------------------------------------|
|                                                                 |   |
|                                                                 |   |
| 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                                                                                            |
|                                                                                                                   |   |   |   |   |   |   |
|                                                                                                                   |   |   |   |   |   |   |
|                                                                                                                   |   | September 30, |   |   | December 31, |   |
|                                                                                                                   |   | 2010 |   |   | 2009 |   |
|                                                                                                                   |   | (unaudited) |   |   |   |   |
| ASSETS                                                                                                                 |   |   |   |   |   |   |
|                                                                                                                   |   |   |   |   |   |   |
| Current Assets:                                                                                                        |   |   |   |   |   |   |
|      Cash and cash equivalents                                                                |   | $ | 63,052 |   |   | $ | 90,764 |   |
|      Prepaid expense (Note 6)                                                                 |   |   | 7,465 |   |   |   | 7,313 |   |
|           Total current assets                                       |   |   | 70,517 |   |   |   | 98,077 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |
| Property, Plant, and Equipment, net (Note 7)                                                                           |   |   | 63,863 |   |   |   | 130,687 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |
| Contract Security Deposit (Note 8)                                                                                     |   |   | 234,395 |   |   |   | 229,626 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |
| Total Assets                                                                                                           |   | $ | 368,775 |   |   | $ | 458,390 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                   |   |   |   |   |   |   |   |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |
| Current Liabilities:                                                                                                   |   |   |   |   |   |   |   |   |
|      Accrued expenses (Note 9)                                                                |   |   | 26,802 |   |   |   | 54,838 |   |
|      Taxes payable                                                                            |   |   | 139 |   |   |   | 704 |   |
|      Due to officers (Note 11)                                                                |   |   | 180,713 |   |   |   | 113,704 |   |
|           Total Current Liabilities                                  |   |   | 207,654 |   |   |   | 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 |   |   |   |   |   |   |   |   |
|             September 30, 2010 and December 31, 2009       |   |   | 38,381 |   |   |   | 38,381 |   |
|      Additional paid-in capital                                                               |   |   | 799,255 |   |   |   | 799,255 |   |
|      Statutory reserves                                                                       |   |   | 236,875 |   |   |   | 236,875 |   |
|      Accumulated deficit                                                                      |   |   | (1,082,657 | ) |   |   | (949,252 | ) |
|      Accumulated other comprehensive income                                                   |   |   | 169,267 |   |   |   | 163,885 |   |
|           Stockholders' Equity                                       |   |   | 161,121 |   |   |   | 289,144 |   |
|                                                                                                                   |   |   |   |   |   |   |   |   |
| Total Liabilities and Stockholders' Equity                                                                             |   | $ | 368,775 |   |   | $ | 458,390 |   |

----

| SMOOTH GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES                                |
|--------------------------------------------------------------------------------------|
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME                 |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   |   | For the Three Months Ended |   |   | For the Nine Months Ended |   |
|                                                                                 |   |   | September 30, |   |   | September 30, |   |
|                                                                                 |   |   | 2010 |   |   | 2009 |   |   | 2010 |   |   | 2009 |   |
|                                                                                 |   |   | (unaudited) |   |   | (unaudited) |   |   | (unaudited) |   |   | (unaudited) |   |
| Revenues                                                                             |   |   |   |   |   |   |   |   |   |   |   |   |
|      (a) GRT public telephone service                       |   | $ | - |   |   | $ | - |   |   | $ | - |   |   | $ | 1,600 |   |
|      (b) GRT VoIP call time distribution                    |   |   | 1,911 |   |   |   | 16,595 |   |   |   | 20,986 |   |   |   | 57,647 |   |
|                                                                                 | Total Revenue |   |   | 1,911 |   |   |   | 16,595 |   |   |   | 20,986 |   |   |   | 59,247 |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Costs of Revenue                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|      (a) GRT public telephone service                       |   |   | - |   |   |   | 1,219 |   |   |   | - |   |   |   | 5,115 |   |
|      (b) GRT VoIP call time distribution                    |   |   | 1,341 |   |   |   | 11,694 |   |   |   | 14,392 |   |   |   | 39,266 |   |
|                                                                                 | Total Costs of Revenue |   |   | 1,341 |   |   |   | 12,913 |   |   |   | 14,392 |   |   |   | 44,381 |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Gross Profit                                                                         |   |   | 570 |   |   |   | 3,682 |   |   |   | 6,594 |   |   |   | 14,866 |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating Expenses                                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|      Payroll and employee benefit                           |   |   | 7,694 |   |   |   | 7,028 |   |   |   | 22,194 |   |   |   | 21,599 |   |
|      Depreciation expenses                                  |   |   | 18,126 |   |   |   | 21,655 |   |   |   | 68,328 |   |   |   | 65,025 |   |
|      Office expenses                                        |   |   | 5,171 |   |   |   | 9,323 |   |   |   | 27,234 |   |   |   | 35,043 |   |
|      Professional fees                                      |   |   | 4,643 |   |   |   | (1,691 | ) |   |   | 20,484 |   |   |   | 15,983 |   |
|      Consultant fees (Note 10)                              |   |   | - |   |   |   | 7,333 |   |   |   | - |   |   |   | 29,333 |   |
|      Travel and entertainment                               |   |   | 557 |   |   |   | 8,672 |   |   |   | 1,134 |   |   |   | 11,587 |   |
|      Other general and administrative expenses              |   |   | 403 |   |   |   | 269 |   |   |   | 770 |   |   |   | 2,141 |   |
|           Total Operating Expenses |   |   | 36,594 |   |   |   | 52,589 |   |   |   | 140,144 |   |   |   | 180,711 |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income (Loss) from Operations                                                        |   |   | (36,024 | ) |   |   | (48,907 | ) |   |   | (133,550 | ) |   |   | (165,845 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other Income                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|      Interest income                                        |   |   | 48 |   |   |   | 3 |   |   |   | 145 |   |   |   | 42 |   |
|           Total other income       |   |   | 48 |   |   |   | 3 |   |   |   | 145 |   |   |   | 42 |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income (Loss) before provision                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|     for Income Tax                                               |   |   | (35,976 | ) |   |   | (48,904 | ) |   |   | (133,405 | ) |   |   | (165,803 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Provision for Income Tax                                                             |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net Income (Loss)                                                                    |   |   | (35,976 | ) |   |   | (48,904 | ) |   |   | (133,405 | ) |   |   | (165,803 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other Comprehensive Income (Loss)                                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|     Effects of Foreign Currency Conversion                       |   |   | 4,333 |   |   |   | (7,490 | ) |   |   | 5,382 |   |   |   | (6,670 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Comprehensive Income (Loss)                                                          |   | $ | (31,643 | ) |   | $ | (56,394 | ) |   | $ | (128,023 | ) |   | $ | (172,473 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic and fully diluted earnings (loss) per share                                    |   | $ | (0.00 | ) |   | $ | (0.00 | ) |   | $ | (0.00 | ) |   | $ | (0.00 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average shares outstanding                                                  |   |   | 38,381,375 |   |   |   | 38,381,375 |   |   |   | 38,381,375 |   |   |   | 38,381,375 |   |

----

| SMOOTH GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES                                |
|--------------------------------------------------------------------------------------|
|                                                                                 |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |
| CONSOLIDATED STATEMENTS OF CASH FLOWS                                                |
|                                                                                 |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |
|                                                                                 |   | For the Nine Months Ended |   |
|                                                                                 |   | September 30, |   |
|                                                                                 |   | 2010 |   |   | 2009 |   |
|                                                                                 |   | (unaudited) |   |   | (unaudited) |   |
| Operating Activities                                                                 |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |
| Net income (loss)                                                                    |   | $ | (133,405 | ) |   | $ | (165,803 | ) |
| Adjustments to reconcile net income (loss) to                                        |   |   |   |   |   |   |   |   |
|    net cash provided (used) by operating activities:                  |   |   |   |   |   |   |   |   |
|         Depreciation                         |   |   | 68,328 |   |   |   | 65,025 |   |
|         Deferred consultant compensation     |   |   | - |   |   |   | 29,333 |   |
| Changes in operating assets and liabilities:                                         |   |   |   |   |   |   |   |   |
|    (Increase)/Decrease in prepaid expenses                            |   |   | - |   |   |   | 9,061 |   |
|     Increase/(Decrease) in accounts payable and accrued expenses |   |   | (28,045 | ) |   |   | (20,731 | ) |
|     Increase/(Decrease) in deferred revenue                      |   |   | - |   |   |   | (1,682 | ) |
|     Increase/(Decrease) in taxes payable                         |   |   | (565 | ) |   |   | 939 |   |
| Net cash provided (used) by operating activities                                     |   |   | (93,687 | ) |   |   | (83,858 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |
| Investing Activities                                                                 |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |
| Purchase of fixed assets                                                             |   |   | - |   |   |   | (1,330 | ) |
| Net cash provided (used) by investing activities                                     |   |   | - |   |   |   | (1,330 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |
| Financing Activities                                                                 |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |
| Loans from shareholders                                                              |   |   | 66,991 |   |   |   | 76,669 |   |
| Net cash provided (used) by financing activities                                     |   |   | 66,991 |   |   |   | 76,669 |   |
|                                                                                 |   |   |   |   |   |   |   |   |
| Increase (decrease) in cash                                                          |   |   | (26,696 | ) |   |   | (8,519 | ) |
| Effects of exchange rates on cash                                                    |   |   | (1,016 | ) |   |   | (7,702 | ) |
| Cash at beginning of the period                                                      |   |   | 90,764 |   |   |   | 33,415 |   |
| Cash at end of the period                                                            |   | $ | 63,052 |   |   | $ | 17,194 |   |
|                                                                                 |   |   |   |   |   |   |   |   |
| 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 FINANCIAL STATEMENTS            |
|                                                  |   |
|                                                  |   |
| 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 in PRC.                                                                                                                 |

----

| 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 $133,405 for the nine months ended September 30, 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 nine months ended September 30, 2010 dropped by $38,261, or approximately 65%, from the nine months ended September  30, 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 $137,137 and $71,169 at September  30, 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. |

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| 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 date of issuance of these financial statements. 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 consolidated 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. |

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| 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. |

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| 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. |

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| 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 and nine months ended September 30, 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 and nine months ended September 30, 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.                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 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. |

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| 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 $169,267 and $163,885 as of September 30, 2010 and December 31, 2009, respectively.  The balance sheet amounts with the exception of equity at September 30, 2010 were translated at 6.698 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 nine months ended September  30, 2010 and  2009 were 6.816 RMB and 6.842 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. |

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| 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 and nine months ended September 30, 2010 and 2009, respectively. |

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| 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. |

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| SMOOTH GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES |
|-------------------------------------------------------|
|                                                  |   |
|                                                  |   |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS            |
|                                                  |   |
|                                                  |   |
| Note 5-                                               | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
|                                                  |   |
|                                                  | Recent Accounting Pronouncements |
|                                                  |   |
|                                                  | In July 2010, the Financial Accounting Standards Board ("FASB") issued amendments to the disclosure requirements about the credit quality of financing receivables and the allowance for credit losses. The purpose of the additional disclosures is to enable users of financial statements to better understand the nature of credit risk inherent in an entity’s portfolio of financing receivables and how that risk is analyzed. For end of period balances, the new disclosures are required to be made in all interim and annual periods ending on or after December 15, 2010. For activity during a reporting period, the disclosures are required to be made in all interim and annual periods after January 1, 2011. The Management does not expect these changes will have a material impact on  the Company’s financial position and results of operations as this guidance only relates to additional disclosures. |
|                                                  |   |
|                                                  | In January 2010, the FASB issued additional disclosure requirements for fair value measurements. The guidance requires previous fair value hierarchy disclosures to be further disaggregated by class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. In addition, significant transfers between Levels 1 and 2 of the fair value hierarchy are required to be disclosed. These additional requirements became effective January 1, 2010 for quarterly and annual reporting.  The  adoption of this new guidance did not have a material effect on the Company’s financial position and results of operations. In addition, the fair value disclosure amendments also require more detailed disclosures of the changes in Level 3 instruments. These changes will be effective January 1, 2011 and the Management does not expect the  adoption of this new guidance will have a material effect on the Company’s financial position and results of operations. |
|                                                  |   |
|                                                  |   |
|                                                  | 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 Management does not expect the  adoption of this new guidance will have a material effect on the Company’s financial position and results of operations. |

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| 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 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 Management does not expect the  adoption of this new guidance will have a material effect on the Company’s financial position and results of operations. |
|                                                  |   |
|                                                  | 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 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: |

|                                  |   | September 30, |   |   | December 31, |   |
|---------------------------------------|--------|---------------|--------|--------|--------------|--------|
|                                  |   | 2010          |   |   | 2009         |   |
|                                  |   | (unaudited)   |   |   |         |   |
|                                  |   |          |   |   |         |   |
| Advance to telecommunication carriers |   | $             | 7,465  |   |         | $      | 7,313 |   |
|                                  |   | $             | 7,465  |   |         | $      | 7,313 |   |

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

|                                |   | September 30, |     |   | December 31, |   |
|-------------------------------------|--------|---------------|----------|--------|--------------|--------|
|                                |   | 2010          |     |   | 2009         |   |
|                                |   | (unaudited)   |     |   |         |   |
|                                |   |          |     |   |         |   |
| Network and office equipment        |   | $             | 125,854  |   |         | $      | 123,296 |   |
| Leasehold Improvements              |   |          | 332,167  |   |         |   | 325,409 |   |
|                                |   |          | 458,021  |   |         |   | 448,705 |   |
|                                |   |          |     |   |         |   |   |   |
| Less: Accumulated depreciation      |   |          | (394,158 | )      |         |   | (318,018 | ) |
|                                |   |          |     |   |         |   |   |   |
|      Total |   | $             | 63,863   |   |         | $      | 130,687 |   |

|   | Depreciation expense charged to operations was $68,328 and $65,025 for the nine months ended September 30, 2010 and 2009, respectively. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------|

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

|                                                                                |   | September 30, |    |   | December 31, |   |
|-------------------------------------------------------------------------------------|--------|---------------|---------|--------|--------------|--------|
|                                                                                |   | 2010          |    |   | 2009         |   |
|                                                                                |   | (unaudited)   |    |   |         |   |
| Security deposit for GRT and Beijing Telecom'                                       |   |          |    |   |         |   |
|      Trust and Indemnity Agreement with Ms. Yianfang Jin * |   | $             | 89,578  |   |         | $      | 87,755 |   |
| Security deposit for Yurui Changtong Science Technology Co., Ltd.**                 |   |          | 144,817 |   |         |   | 141,871 |   |
|                                                                                |   | $             | 234,395 |   |         | $      | 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 ("Yurui") to run a new business project named "Wireless Public Phone". Pursuant to the agreement, GRT wired cash of $144,817 (RMB 970,000) to Yurui as a security deposit for the project.  The project intended to begin to provide service on May 1, 2010. Since the testing of Yurui's telecommunication equipment was behind the schedule, the project changed its plan to begin to provide service in the beginning of 2011. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Note 9- | ACCRUED EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|    | Accrued expenses consist of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

|                                 |   | September 30, |   |   | December 31, |   |
|--------------------------------------|--------|---------------|--------|--------|--------------|--------|
|                                 |   | 2010          |   |   | 2009         |   |
|                                 |   | (unaudited)   |   |   |         |   |
|                                 |   |          |   |   |         |   |
| Employee pension and benefit payable |   | $             | 18,180 |   |         | $      | 19,709 |   |
| Accrued professional fees            |   |          | 8,622  |   |         |   | 35,129 |   |
|                                 |   | $             | 26,802 |   |         | $      | 54,838 |   |

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

|                                                |   | For the nine months ended |   |
|-----------------------------------------------------|--------|---------------------------|--------|
|                                                |   | September 30,             |   |
|                                                |   | 2010                      |   |   | 2009 |   |
|                                                |   | (unaudited)               |   |   |   |   |
|                                                |   |                      |   |   |   |   |
| Compensation of consultant services by common stock |   | $                         | -      |   |   | $ | 29,333 |   |
|                                                |   | $                         | -      |   |   | $ | 29,333 |   |

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

|     |   |                                     |   | September 30, |    |    | December 31, |   |
|----------|--------|------------------------------------------|--------|---------------|---------|---------|--------------|--------|
|     |   |                                     |   | 2010          |    |    | 2009         |   |
|     |   |                                     |   | (unaudited)   |    |    |         |   |
|     |   |                                     |   |          |    |    |         |   |
|  (1 | )      | Due to Ms. Shuying Zheng, CEO            |   | $             | 121,602 |    |         | $      | 78,163 |   |
|  (2 | )      | GRT Office rent due to Mr. Guoqing Xu    |   |          | 27,759  |    |         |   | 17,990 |   |
|  (3 | )      | QTC Office rent due to Ms. Shuying Zheng |   |          | 31,352  |    |         |   | 17,551 |   |
|     |   |                                     |   |          | $       | 180,713 |         |   | $ | 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 expired in June 2010. Rent expense amounted to $9,657 and $12,504 for the nine months ended September 30, 2010 and 2009, respectively. As of September 30, 2010, there was an outstanding balance of $27,759 due to Mr. Xu. Currently, QTC allows GRT to share its office for free.                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (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 $13,203 and $13,163 for the nine months ended September 30, 2010 and 2009, respectively. As of September 30, 2010, there was an outstanding balance of $31,352 due to Ms. Zheng. The future minimum lease payments for the leases are as follows at September 30, 2010: |

|   |  The Three Months Ending December 31, 2010 |   | $ | 4,479 |   |
|--------|-------------------------------------------------|--------|---|-------|--------|

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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 two reportable business segments that are determined based upon differences in products and services. GRT does not allocate any operating expenses or assets to its two business segments as management does not use this information to measure the performance of the operating segments. Certain costs of revenues are shared between business 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 nine months ended September 30, 2010 and 2009 is as follows: |

|                                                          |   | For the three months ended |   |   | For the nine months ended |   |
|---------------------------------------------------------------|--------|----------------------------|--------|--------|---------------------------|--------|
|                                                          |   | September 30,              |   |   | September 30,             |   |
|                                                          |   | 2010                       |   |   | 2009                      |   |   | 2010 |   |   | 2009 |   |
|                                                          |   | (unaudited)                |   |   | (unaudited)               |   |   | (unaudited) |   |   | (unaudited) |   |
| REVENUE                                                       |   |                       |   |   |                      |   |   |   |   |   |   |   |
|      GRT public telephone service    |   | $                          | -      |   |                      | $      | - |   |   | $ | - |   |   | $ | 1,600 |   |
|      GRT VoIP call time distribution |   |                       | 1,911  |   |                      |   | 16,595 |   |   |   | 20,986 |   |   |   | 57,647 |   |
|                                                          |   |                       |   |   |                      |   |   |   |   |   |   |   |   |   |   |   |
| COST OF SALES                                                 |   |                       |   |   |                      |   |   |   |   |   |   |   |   |   |   |   |
|      GRT public telephone service    |   | $                          | -      |   |                      | $      | 1,219 |   |   | $ | - |   |   | $ | 5,115 |   |
|      GRT VoIP call time distribution |   |                       | 1,341  |   |                      |   | 11,694 |   |   |   | 14,392 |   |   |   | 39,266 |   |
|                                                          |   |                       |   |   |                      |   |   |   |   |   |   |   |   |   |   |   |
| GROSS PROFITS                                                 |   |                       |   |   |                      |   |   |   |   |   |   |   |   |   |   |   |
|      GRT public telephone service    |   | $                          | -      |   |                      | $      | (1,219 | ) |   | $ | - |   |   | $ | (3,515 | ) |
|      GRT VoIP call time distribution |   |                       | 570    |   |                      |   | 4,901 |   |   |   | 6,594 |   |   |   | 18,381 |   |
|                                                          |   |                       |   |   |                      |   |   |   |   |   |   |   |   |   |   |   |
|                                                          |   |                       |   |   |                      |   |   |   |   | September 30, |   |   | December 31, |   |
|                                                          |   |                       |   |   |                      |   |   |   |   |   | 2010 |   |   |   | 2009 |   |
|                                                          |   |                       |   |   |                      |   |   |   |   | (unaudited) |   |   |   |   |   |
|                                                          |   |                       |   |   |                      |   |   |   |   |   |   |   |   |   |   |   |
| TOTAL ASSETS OF GRT                                           |   |                       |   |   |                      |   |   |   |   | $ | 214,931 |   |   | $ | 245,681 |   |

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| 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 and nine months ended September 31, 2010 and 2009, 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. |

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| 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 MARKET RISK |
|---------|------------------------------------------------------------|

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

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|                    | SMOOTH GLOBAL (CHINA) HOLDINGS, INC. |
|-------------------------|--------------------------------------|
|                    |                                 |   |
| Date: November 18, 2010 | By:                                  | /s/ Zheng Shuying |
|                    |                                 | Zheng Shuying, Chief Executive Officer |
|                    |                                 | and Chief Financial Officer |

----