U. S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.  20549





AMENDMENT NO. 1 TO FORM 10-K





(Mark One)





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


For the fiscal year ended December 31, 2009





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


For the transition period from ___________ to _____________





Commission File Number: 000-53839





CHINA TELETECH LIMITED


(Name of small business issuer as specified in its charter)





British Columbia
27-1011540(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)Room A, 20/F, International Trade Residential and Commercial Building

Nanhu Road, Shenzhen, China

________________________________________________________________________

(Address of principal executive offices, including zip code)





Registrant’s telephone number, including area code:


(86) 755-82204422





Securities registered pursuant to Section 12(b) of the Act: None





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


Common stock, no par value


___________________





Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:  No x





Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:  No x





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





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K.  Yes o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.









Large accelerated filer  o

Accelerated filer    oNon-accelerated filer    o (Do not check if smaller reporting company)

Smaller reporting company    x




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes x No o





Our securities are not traded in the public market.  Accordingly, the aggregate market value of the voting and non-voting common equity held by non-affiliates on December 31, 2009, was $0.00.





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS





Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes o  No o





(APPLICABLE ONLY TO CORPORATE REGISTRANTS)





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of December 31, 2009, there was one (1) share of our common stock were issued and outstanding.





DOCUMENTS INCORPORATE BY REFERENCE





List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to securities holders for fiscal year ended December 24, 1980).









Explanatory Note:





China Teletech Limited (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2009 to change the shell company status, restate the financials and to update the disclosures regarding compliance with Section 16(a) of the Exchange Act.





We are amending the following items:





Part II Item 7
Management’s Discussion and Analysis of Financial Condition and Results of OperationsPart II Item 8
Financial Statements and Supplementary Data (Notes 2-8)





Specifically the Company has amended the financial statements and supplementary date in the Form 10-K to properly present only the audited historical financial statements of the registrant, China Teletech Limited (f/k/a Stream Horizon Studios, Inc.).





For the convenience of the reader, the Company is re-filing its Form 10-K originally filed on December 31, 2009 (the “Original Filing”) in its entirety in this Form 10-K/A. This Form 10-K/A continues to speak as of the date of the Original Filing and other than with respect to items described above does not reflect events occurring after the filing of the Original Filing. Accordingly, in conjunction with reading this amendment to the Original Filing, you should also read all other filings we have made with the Securities and Exchange Commission since December 31, 2009.










PART I





Item 1.   Business





Cautionary Statement Concerning Forward-Looking Statements





The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included in this report.  This report contains “forward-looking statements.” The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology are forward-looking statements based on current expectations and assumptions.





Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements.  Factors that could cause actual results to differ from expectations include, but are not limited to, those set forth under the section “Risk Factors” set forth in this report.





The forward-looking events discussed in this report, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us.  For these statements, we claim the protection of the “bespeaks caution” doctrine.  All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements.  Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.





Organization





China Teletech Limited (formerly known as Stream Horizons Studio, Inc.) was incorporated under the laws of the Province of British Columbia, Canada on October 1, 2001 under the name Infotec Business Strategies, Inc. The Company is a wholly owned subsidiary of CN Dragon Corporation (formerly known as Wavelit). From its inception, the Company was engaged in the production of video for broadcast over the internet, both live streaming video and on-demand pre-recorded video.  The full service studio offered full video editing, both post-production and live-editing, “green-screen” video production, digital still photography services, as well as the capability to broadcast and edit together live video feeds from any location with broadband internet services (virtual studio). The Company had historically been responsible for the broadcast of various live events and creation of corporate videos for the clients of its parent company, CN Dragon.





Although we continued to investigate the profitability of pursuing our prior production of internet video for broadcast business, management believed and still believes that there may be more value for our shareholders if we were able to (i) attract a more substantial operating company and engage in a merger or business combination of some kind, or (ii) acquire assets or shares of an entity actively engaged in business which generates revenues. We have investigated several possible merger candidates to determine whether or not they would add value to the Company for the benefit of our shareholders. Following such investigation, we entered into negotiations with Sierra Vista Group Limited, a British Virgin Islands Company, incorporated on January 30, 2008 under the British Virgin Islands Business Companies Act, 2004 as further described below. It shall be noted that Sierra Vista Group Limited changed its company name to China Teletech Limited (“CTL”) on June 2, 2009.





On or about February 12, 2009, in connection with a possible transaction with CTL, CN Dragon’s Board of Directors approved of a Spin-Off of China Teletech Limited (formerly known as Stream Horizons Studio, Inc.), its wholly owned subsidiary (the “Spin-Off”). The purpose of the Spin-Off was to provide an independent company in which to engage in a business transaction with CTL. The proposed Spin Off was disclosed in CN Dragon’s Preliminary Form 14C filed with the United States Securities and Exchange Commission (the “SEC”) on February 12, 2009 and subsequently amended on March 16, 2009. Pursuant to the terms of the Spin-Off, CN Dragon has agreed to distribute 8,750,000 shares to be issued in the Spin-Off as a stock dividend (the “Distribution”) to its shareholders of record as of February 12, 2009 (the “Record Date”).


1




Following the filing of the Preliminary Form 14C, on or about May 20, 2009 the Company entered into a share exchange agreement (the “Exchange Agreement”) with CTL. Pursuant to the Exchange Agreement, the Company agreed to exchange 241,250,000 shares of its common stock for 10 shares of CTL representing 100% of CTL’s issued and outstanding shares, thus making CTL a wholly owned subsidiary of the Company. However, pursuant to the terms of the Exchange Agreement, the transaction will not close until the Company is able to properly consummate the Spin-Off, obtain SEC approval and effectiveness of this Registration Statement and file the Definitive Form 14C with the SEC (the “Closing Transaction”).
 
 In connection with the Spin-Off and as explained above, CN Dragon will distribute 8,750,000 shares to be issued in the Spin-Off as a Distribution to its shareholders of record as of the Record Date proportionally. This Distribution will constitute our initial public offering. The Distribution is expected to be effected as soon as practicable after the date the Registration Statement, of which this Prospectus is a part, is declared effective and the effectiveness of the Closing Transaction. You will not be charged or assessed for the shares and neither we nor CN Dragon will receive any proceeds from the Distribution of the shares.





Following the effectiveness of this Registration Statement and the Closing Transaction, the Company plans to cease its video for broadcast operations and direct its business focus to CTL’s business operations. Currently, CTL maintains two operating subsidiaries in the People’s Republic of China (“PRC”); namely, (a) Shenzhen Rongxin Investment Co., Ltd. (“Shenzhen Rongxin”) and (b) Guangzhou Yueshen Taiyang Network and Technology Co., Ltd. (“Guangzhou Yueshen”).





This Report and related information, including the financial statements and business operations, takes into account and references the effectiveness of the Closing Transaction, specifically the Exchange Agreement, as described herein.





The Company’s current headquarters are located at CN Dragon’s corporate headquarters at 7216 West Enterprise Dr., Las Vegas, Nevada, 89417. The Company’s current telephone number is 702-951-5682. Following the Closing Transaction, the Company plans to move its corporate headquarters to CTL’s headquarters located at Room A, 20/F, International Trade Residential and Commercial Building, Nanhu Road, Shenzhen, PRC 518002, which is also the registered office of CTL.  CTL’s telephone number is (86) 755-82204422.  CTL’s subsidiaries, Shenzhen Rongxin is located at Room A, 20/F, International Trade Residential and Commercial Building, Nanhu Road, Shenzhen, PRC 518002, and Guangzhou Yueshen is located at 1/F, No. 139, Yingyuan Road, Yuexiu District, Guangzhou, PRC.





General Company Info





The Company conducts its primary business operations through its operating subsidiaries, Guangzhou Yueshen and Shenzhen Rongxin.





Guangzhou Yueshen is principally engaged in the trading and distribution of rechargeable phone cards, prepaid subway tickets, cellular phones and cellular phone accessories in Guangzhou city in China.  Guangzhou Yueshen sells to wholesalers, retailers, and end users.





Shenzhen Rongxin’s primary business is the wholesale and distribution of mineral water as well as trading of wine. Shenzhen Rongxin’s is the exclusive supplier of Tibet Glacial 5100 spring water in the Guangdong Province of China which has a population of approximately 110 million. (Source – Guangdong population: People’s Government of Guangdong Province http://www.gd.gov.cn/,  http://en.wikipedia.org/wiki/Guangdong#Demographics)





Business Strategy





The Company plans to expand the trading and distribution of rechargeable phone cards, prepaid subway tickets, cellular phones and cellular phone accessories in Guangzhou and Shenzhen cities in China, while maintaining its existing position in the trading of mineral water and wine. The Company intends to introduce new software and value-added services through an expanded network of regional stores and strategic partners covering the Guangdong Province and via a virtual store.




2





Guangzhou Yueshen plans to duplicate its successful mobile phone related operation in Shenzhen city by utilizing the existing distribution connections Shenzhen Rongxin maintains in such areas through its network of regional stores and strategic partnership in connection with its mineral water and wine business. While it plans to increase service and retail stores for the mobile phone related operation across Guangzhou and Shenzhen, Guangzhou Yueshen intends to build further alliances with all available distributors, wholesalers and other retail outlets such as neighborhood convenience stores across Guangdong Province. Guangzhou Yueshen also plans to develop and acquire mobile phone applications and software to expand its product offerings.





The company was looking to expand its mobile phone related services in the Shenzhen city, PRC and collaborated with Shenzhen Rongxin.  Shenzhen Rongxin, a distributor and wholesaler of mineral water in Shenzhen city, intended to diversify its business and develop the mobile phone related service business in the Shenzhen city, PRC together with the know-how and experience of Guangzhou Yueshen.  The principals from both companies formed CTL, and CTL acquired Shenzhen Rongxin and Guangzhou Yueshen as wholly owned subsidiaries in 2008.  The Company, following the effectiveness of the Closing Transactions, intends to develop the trading and distribution of mobile phone related services in Shenzhen city and expand the existing operations in Guangzhou city.





Shenzhen Rongxin will continue its successful distribution of mineral water and wine in Guangdong Province.  It is currently the exclusive supplier of Tibet Glacial spring water to the Guangdong Province of China.





Competition





China mobile phone user base increased to 747 million in January 2010 according to statistics published by China’s Ministry of Industry and Information Technology.  The mobile phone related services industry is competitive and highly fragmented with no standout industry leaders.  Rechargeable phone cards are usually sold though convenience stores, mobile phone service stores and other retail outlets.  Customer demand for rechargeable phone cards is steady with no particular brand loyalty.  Guangzhou Yueshen’s competitive advantage is to offer better customer service, shopping convenience in prime location, and strategic collaboration with mobile phone distributors, wholesalers and other retail outlets. In addition, as described above, Guangzhou Yueshen will be able to strategically utilize Shenzhen Rongxin’s existing distribution networks to move its rechargeable phone cards, prepaid subway tickets, cellular phones and cellular phone accessory business into these new geographical areas. (Source – China mobile service subscribers: China’s Ministry of Industry and Information Technology http://tmt.interfaxchina.com/news/2579, http://www.miit.gov.cn/)





Distribution Methods of Products and Services





Guangzhou Yueshen has an established distribution network with mobile phone distributors, wholesalers and retail outlets in Guangzhou city.  Products are traded on site with little distribution and shipping costs.  We project revenue increase from future expansion by adding additional retail outlets, wholesalers and distributors in the Guangdong Province.  There is no assurance of the revenue increase from future expansion or that expansion will occur at all.





Shenzhen Rongxin also has an established distribution network in Guangdong Province for the resale of mineral water product from a single vendor.  In the case for wine trading, a simple distribution is set up for a single major customer.





The Company’s new website, www.chinateletech.com, is currently under development to provide corporate information.  The Company plans to develop a virtual store online will be executed after the new mobile phone related service operation in Shenzhen city has been established.





In addition, the Company plans to add more services to its current product lines, specifically the value-added services which include the provision of personalized information to users’ mobile phones, 3G contents and other software applications.  An example of such value-added services is the provision of travel service related information and reservation of travel products (hotel, transportation and other ticketing) via the mobile phone Internet platform.




3





Suppliers





Shenzhen Rongxin is subject to supply shortage risk because its purchases of mineral water for resale are sourced from a single vendor, Tibet Glacial Mineral Water Co., Ltd. (“Tibet Glacial”). On January 1, 2009, Shenzhen Rongxin entered into purchase agreement whereby Tibet Glacial would provide spring water at fixed price until December 31, 2012 and in return, Shenzhen Rongxin needed to consume no less than 140,000 trunks of bottle water per year.





Guangzhou Yueshen has a more diverse group of suppliers for the mobile phone related services and does not plan to rely upon any one major supplier for such products. We believe that there are a number of readily available sources for such products, contributing to our ability to obtain competitive pricing.





Dependence on Major Customers





Guangzhou Yueshen has a diverse customer base for the mobile phone related services that focuses on individual retail customers. As such, we do not expect to be dependent on any major customers and do not expect that this will change in the near future.





Patents, Trademarks, Licenses





We do not have any designs which are copyrighted, trademarked or patented.





Environmental and Regulatory Issues





The expense of complying with environmental regulations is of minimal consequence.





Research and Development





We foresee minimal future research and development costs related to the development of mobile phone applications and software, as the development cost in China is relatively low.  Many applications are readily available and can be acquired at low prices.  We foresee high demands for such applications but for relatively short periods of time.  New applications are needed every now and then to keep merchandise fresh and fashionable.





Effect of existing or probable governmental regulations on the business, and economic and political risks





The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies North America and Western Europe. These include risks associated with, among others, the economic, political, legal environment, and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, restriction on international remittances, and rates and methods of taxation, among other things.





Employees





The Company has 18 full-time employees. We intend to hire full time employees and additional independent contract labor on an as needed basis when our website is complete.




4


Item 1A.  Risk Factors





An investment in our common stock involves a high degree of risk.  You should carefully consider the following risk factors and the other information in this registration statement before investing in our common stock.  Our business and results of operations could be seriously harmed by any of the following risks.





You should carefully consider the risks described below as well as other information provided to you in this document, including information in the section of this document entitled “Forward Looking Statements.” The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently believes are immaterial may also impair the Company’s business operations. If any of the following risks actually occur, the Company’s business, financial condition or results of operations could be materially adversely affected, the value of the Company common stock could decline, and you may lose all or part of your investment.





RISKS RELATED TO OUR BUSINESS





We are a development stage company and have little to no operating history upon which to evaluate our business.





We have a limited operating history and may not succeed.  Our plans and businesses are “proposed” and “intended” but we may not be able to successfully implement them.  Our primary business purpose is the expansion of our mobile phone value added services and applications. We expect that unanticipated expenses, problems, and technical difficulties will occur and that they will result in material delays in the operation of our business.  We may not obtain sufficient capital or achieve a significant level of operations and, even if we do, we may not be able to conduct such operations on a profitable basis.





You should consider the risks, uncertainties and difficulties frequently encountered by companies that, like us, are in their early stage of development. We cannot guarantee that we will succeed in achieving our business goals, and our failure to do so would have a material adverse effect on our business, prospects, financial condition, operating results and our ability to continue as a going concern. We expect that we will require additional capital in order to execute our current business plan. As a development stage business, we may in the future experience under capitalization, shortages, setbacks and many of the problems, delays and expenses encountered by any early stage business. As a result of these factors, other factors described herein and unforeseen factors, we may not be able to successfully implement our business model.





We depend on a number of suppliers and any failure by any of them to supply us with products may impair our inventory and adversely affect our ability to meet customer demands, which could result in a decrease in net sales.





We typically do not maintain long-term purchase contracts with suppliers, but instead operate principally on a purchase order basis. Our current suppliers may not continue to sell products to us on current terms or at all, and we may not be able to establish relationships with new suppliers to ensure delivery of products in a timely manner or on terms acceptable to us. We may not be able to acquire desired merchandise in sufficient quantities on terms acceptable to us in the future. Our business could also be adversely affected if there were delays in product shipments to us due to freight difficulties, financial difficulties with our major suppliers, delays due to the difficulties of our suppliers involving strikes or other difficulties at their principal transport providers or otherwise. We are also dependent on suppliers for assuring the quality of merchandise supplied to us. Our inability to acquire suitable merchandise in the future or the loss of one or more of our suppliers and our failure to replace them may harm our relationship with our customers and our ability to attract new customers, resulting in a decrease in net sales.





Maintaining good terms with distributors, wholesalers and retailers, and responding to customers may prove difficult.





Our success depends in part on our ability to (i) effectively maintain good working relationships with distributors, wholesalers and retailers, and (ii) respond to changing customer tastes in mobile phone applications, and to translate market trends into appropriate, saleable product offerings far in advance.  It is especially important in China to maintain good relationships with business partners since a significant portion of sales is highly dependent on the trading with distributors, wholesalers and retailers.  If we are unable to successfully predict or respond to changing styles or trends and misjudge the market for our products or any new product lines, our sales will be lower and we may be faced with a substantial amount of unsold inventory or missed opportunities.  In response, we may be forced to rely on additional markdowns or promotional sales to dispose of excess, slow-moving inventory, which may have a material adverse effect on our business, financial condition and results of operations.




5


We face risks associated with purchasing products from foreign companies





The Company’s purchases are based solely in PRC.  Foreign products, such as foreign brand mobile phones, are purchased through authorized dealers in PRC.  Dealing with imported products, we may be subject to the risks generally associated with doing business abroad, such as foreign governmental regulations, economic disruptions, delays in shipments, freight cost increases and changes in political or economic conditions in countries from which we purchase products. In the event that our authorized dealers have trouble with foreign supplies the Company would switch to other available brands with similar qualities.





Requirements associated with being a public company will require significant company resources and management attention.





We have only recently been independently subject to the reporting requirements of the Securities Exchange Act of 1934, or the other rules and regulations of the SEC or any securities exchange relating to public companies.  We are working with independent legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company.  These areas include corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems.  We have made, and will continue to make, changes in these and other areas, including our internal controls over financial reporting.  However, we cannot assure you that these and other measures we may take will be sufficient to allow us to satisfy our obligations as a public company on a timely basis.





In addition, compliance with reporting and other requirements applicable to public companies such as Sarbanes Oxley will create additional costs for us, will require the time and attention of management and will require the hiring of additional personnel and outside consultants.  We cannot predict or estimate the amount of the additional costs we may incur, the timing of such costs or the degree of impact on our management's attention to these matters will have on our business.





In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors' and officers' liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.  The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.





Our planned growth together with our added obligations of being a public company may strain our business infrastructure, which could adversely affect our operations and financial condition.





As we grow, we will face the risk that our future resources and systems, including management resources, accounting and finance personnel and operating systems, may be inadequate to support our growth. We may also face new challenges, including an increase in information to be processed by our management information systems and diversion of management attention and resources away from existing operations and towards growth in new markets. Our current growth strategy will require us to increase our management and other resources over the next few years. In particular, heightened new standards with respect to internal accounting and other controls, as well as other resource-intensive requirements of being a public company, may, and have further strained our business infrastructure. If we are unable to manage our planned growth and maintain effective controls, systems and procedures, we may be unable to efficiently operate and manage our business and have and may continue to experience information lapses affecting our public reporting which could adversely affect our operations and financial condition.




6


We need to attract qualified employees.





Our future success depends in large part upon our ability to attract, train, retain and motivate employees. Qualified individuals of the requisite caliber and number needed to fill positions are in short supply in some areas. Our industry is characterized by high levels of employee attrition. Although we believe we will be able to offer competitive salaries and benefits, we may have to increase spending in order to retain personnel.





The success of our growth plan will be dependent on our ability to recruit and/or promote enough qualified personnel to support our future growth. The time and effort required to train and supervise a large number of new managers and associates may divert our existing resources and adversely affect our operating and financial performance.





We may pursue strategic acquisitions, which could have an adverse impact on our business.





We may from time to time consider acquiring complementary companies or businesses. To do so, we would need to identify suitable acquisition candidates, negotiate acceptable acquisition terms and obtain appropriate financing. Any acquisition that we pursue, whether or not successfully completed, may involve risks, including:





-
the diversion of our capital and our management's attention from other business issues and opportunities;-
difficulties in successfully integrating companies or stores that we acquire, including personnel, financial systems and controls, distribution, operations and general store operating procedures;


-
material adverse effects on our operating results, particularly in the fiscal quarters immediately following the acquisition as it is integrated into our operations;-
material adverse effects on our operating results due to the closure of stores or distribution centers;


-
potentially dilutive issuances of our equity securities; and-
the incurrence of debt and contingent liabilities and impairment charges related to goodwill and other intangible assets, any of which could harm our business and financial condition.





Our success is highly dependent on our ability to provide timely delivery to our customers, and any disruption in our delivery capabilities or our related planning and control processes may adversely affect our operating results.





An important part of our success is due to our ability to deliver products quickly to our customers. Our ability to maintain this success depends on the identification and implementation of improvements to our planning processes, distribution infrastructure and supply chain. We also need to ensure that our distribution infrastructure and supply chain keep pace with our anticipated growth. The cost of these enhanced processes could be significant and any failure to maintain, grow or improve them could adversely affect our operating results.





We may have insufficient funds to implement our expansion strategy.





Our expansion strategy will require additional capital for, among other purposes, opening new and relocated stores, renovating existing stores, entering new collaboration terms with distributors, wholesalers and other retailers, and entering new markets, including researching existing and new real estate and consumer markets, lease costs, inventory, property and equipment, integration of new stores and markets into company-wide systems and programs and other costs associated with new store, renovated and relocated store and market entry expenses and growth.  If cash generated internally is insufficient to fund capital requirements, or if funds are not available, we will require additional debt or equity financing.  Adequate financing may not be available or, if available, may not be available on terms satisfactory to us. If we fail to obtain sufficient additional capital in the future, we could be forced to curtail our expansion, renovation and relocation strategies by reducing or delaying capital expenditures relating to new stores, renovated and relocated stores and new market entry, selling assets or restructuring or refinancing our indebtedness. As a result, there can be no assurance that we will be able to fund our current plans for the opening of new stores, the expansion, renovation and relocation of existing stores or entry into new markets .





We estimate that the Company will need approximately US$5,000,000 as funding for the next 12 months.  The funds will be used to increase the number of chain stores and increase inventory for higher turnover.  We estimate to increase 10 new retail stores in Guangzhou and 10 new retail stores in Shenzhen, spending about US$146,400 per new store.  Due to the high demand for mobile phone related services in China, we expect that increased inventory would lead to higher turnover for the Company.   In the event that the Company fails to raise the needed funding, we expect to open a total of 3 new stores and maintain a small growth over the current turnover level.




7


If we are unable to maintain the profitability of our existing operations and to generate profit for the new operations, we may not be able to adequately implement our growth strategy, which may adversely affect our overall operating results.





Our planned growth depends, in part, on our ability to maintain the profitability of our existing operations and to open new operations in Shenzhen and other locations in Guangdong Province.  There can be no assurance, however, that we will be able to reach favorable terms with distributors, wholesalers and other retailers, identify and obtain favorable store sites, arrange favorable leases for stores, obtain governmental and other third-party consents, permits and licenses needed to expand or operate stores, construct or refurbish stores, open stores in a timely manner, or hire, train and integrate qualified sales associates in those stores.  If we are unable to profitably manage new operations and maintain the profitability of our existing operations, we may not be able to adequately implement our growth strategy, which may adversely affect our overall operating results.





We may not have sufficient funds to operate our business and may not be able to obtain additional financing.





Assuming any disruption in current sales, we may require additional funds to continue our business.  We may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force us to delay our plans for growth and implementation of our strategy which could seriously harm our business, financial condition, and results of operations.  As we need additional funds, we may seek to obtain them primarily through stock or debt financings.  Those additional financings could result in dilution to our stockholders.





Failure to fund continued capital expenditures could adversely affect results.





If our revenues do not continue, we may have a limited ability to expend the capital necessary to maintain business operations at expected levels, resulting in insufficient revenues over time. If our cash flow from anticipated operations is not sufficient to satisfy our capital expenditure requirements, there can be no assurance that additional debt or equity financing or other sources of capital will be available to meet these requirements.





Costs of legal matters and regulation could exceed estimates.





We may become parties to a number of legal and administrative proceedings involving matters pending in various courts or agencies.  These include proceedings associated with facilities which may be owned, operated or used by us and include claims for personal injuries and property damages.  Our current business model may involve management of regulated materials and are subject to various environmental laws and regulations. It is not possible for us to estimate reliably the amount and timing of all future expenditures related to environmental and legal matters and other contingencies.





Any projections used in this Registration Statement may not be accurate.





Any and all projections and estimates contained in this Registration Statement or otherwise prepared by us are based on information and assumptions which management believes to be accurate; however, they are mere projections and no assurance can be given that actual performance will match or approximate the projections.





Our estimates may prove to be inaccurate and future net cash flows are uncertain.





Our estimates of both future sales and the timing of development expenditures are uncertain and may prove to be inaccurate.  We also make certain assumptions regarding net cash flows and operating and development costs that may prove incorrect when judged against our actual experience.  Any significant variance from these assumptions could greatly affect our estimates of future net cash flows and our ability to borrow under our credit facility.





A downturn in the economy may affect consumer purchases of discretionary items and could harm our operating results.





In general, our sales represent discretionary spending by our customers. Discretionary spending on our products is affected by many factors, including, among others:




8





-
general business conditions;-
interest rates;


-
inflation;-
consumer debt levels;


-
the availability of consumer credit;-
the number of new and second home purchases;


-
taxation;-
energy prices;


-
unemployment trends;-
terrorist attacks and acts of war; and


-
other matters that influence consumer confidence and spending.





Purchases of discretionary items, including the products we intend to sell, could decline during periods when disposable income is lower or during periods of actual or perceived unfavorable economic conditions. If this occurs, our operating results could suffer.





Existing and increased competition in the mobile phone value added service and application business may reduce our net revenues, profits and market share.





The mobile phone value added service and application business is highly competitive. Our retail segment competes against a wide variety of small, independent specialty stores as well as mobile phone equipment stores, national specialty chains and convenience store outlets.  In addition, some of our suppliers offer products directly to consumers.  Many of our competitors are considerably larger and have substantially greater financial, marketing and other resources than we have.  We cannot assure you that we will continue to be able to compete successfully against existing or future competitors.  Our expansion into markets served by our competitors and entry of new competitors or expansion of existing competitors into our markets could have a material adverse effect on our business, financial condition and results of operations.





RISKS RELATING TO THE SPIN-OFF





We may be unable to achieve some or all of the benefits that we expect to achieve from our separation from CN Dragon.





We may not be able to achieve the full strategic and financial benefits that we expect will result from our separation from CN Dragon or such benefits may be delayed or may not occur at all. For example, analysts and investors may not regard our corporate structure as clearer and simpler than the current CN Dragon corporate structure or place a greater value on our Company as a stand-alone company than on our businesses being a part of CN Dragon. As a result, in the future the aggregate market price of CN Dragon’s common stock and our common stock as separate companies may be less than the market price per share of CN Dragon’s common stock had the separation and distribution not occurred.





We are being separated from CN Dragon, our parent company, and, therefore, we have a limited operating history as a separate company, and no history as a separate reporting company until this Registration Statement filing.





The historical and financial information included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate publicly-traded company during the periods presented or those that we will achieve in the future primarily as a result of the following factors:





-
Our past business has in part been operated by CN Dragon as part of its broader corporate organization, rather than as a separate, publicly-traded company; and-
Other significant changes may occur in our cost structure, management, financing and business operations as a result of our operating as a company separate from CN Dragon.




9




The Distribution of our shares may result in tax liability.





You may be required to pay income tax on the value of your shares of common stock received in connection with the Spin-Off Distribution. This Distribution may be taxable to you as a dividend and/or as a capital gain, depending upon the extent of your basis in CN Dragon stock which you hold. You are advised to consult your own tax advisor as to the specific tax consequences of the Distribution.  Shareholders are also encouraged to read “Federal Income Tax Consequences of the Distribution” and “Federal Income Tax Consequences to Shareholders” below, which contain important tax disclosures relating to the Distribution.





The Distribution may cause the trading price of CN Dragon’s common stock to decline.





Following the Distribution CN Dragon expects that its common stock will continue to be quoted and traded on the Over the Counter Bulletin Board under the symbol “DRGN.” A trading market may not continue for the shares of CN Dragon’s common stock or even develop for our shares. As a result of the Distribution, the trading price of CN Dragon’s common stock may be substantially lower following the Distribution than the trading price of CN Dragon’s common stock immediately prior to the Distribution.





Further, the combined trading prices of CN Dragon’s common stock and our common stock after the Distribution may be less than the trading price of CN Dragon’s common stock immediately prior to the Distribution.





The lack of a broker or dealer to create or maintain a market in our stock could adversely impact the price and liquidity of our securities.





We have no agreement with any broker or dealer to act as a market maker for our securities and as a result, we may not be successful in obtaining any market makers. Thus, no broker or dealer will have an incentive to make a market for our stock. The lack of a market maker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.





RISKS RELATED TO OUR STOCK





We require substantial capital requirements to finance our operations.





We have substantial anticipated capital requirements and we may require additional capital for future operations.  We plan to finance anticipated ongoing expenses and capital requirements with funds generated from the following sources:





-
cash provided by operating activities;-
available cash and cash investments; and


-
capital raised through debt and equity offerings.





The funds provided by these sources, if attainable, may not be sufficient to meet our anticipated cash requirements and the uncertainties and risks associated with future performance and revenues will ultimately determine our liquidity and our ability to meet anticipated capital requirements.  If declining prices cause our anticipated revenues to decrease, we may be limited in our ability to replace our inventory.  As a result, our production and revenues would decrease over time and may not be sufficient to satisfy our projected capital expenditures.  We may not be able to obtain additional financing in such a circumstance.





As a public company, our stock price could be extremely volatile and, as a result, you may not be able to resell your shares at or above the price you paid for them.





An active public market for our common stock may not develop or be sustained. Further, the market price of our common stock may decline below the price paid for investor’s shares.




10


Among the factors that could affect our stock price are:





-
industry trends and the business success of our vendors;-
actual or anticipated fluctuations in our quarterly financial and operating results, including our comparable store sales;


-
our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our future operating results;-
strategic moves by our competitors, such as product announcements or acquisitions;


-
regulatory developments;-
litigation;


-
general market conditions;-
other domestic and international macroeconomic factors unrelated to our performance; and


-
additions or departures of key personnel.





The stock market has from time to time experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These kinds of broad market fluctuations may adversely affect the market price of our common stock. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted. If a securities class action suit is filed against us, we would incur substantial legal fees and our management's attention and resources would be diverted from operating our business in order to respond to the litigation.





We may need to raise additional money before we achieve profitability; if we fail to raise additional money, it could be difficult to continue our business.





In the event our revenues decrease, we may not have sufficient financial resources from revenues to meet our operating expenses and capital requirements. We may seek additional funding through public or private financing or through collaborative arrangements with strategic partners.





You should be aware that in the future:





-
we may not obtain additional financial resources when necessary or on terms favorable to us, if  at all;-
any available additional financing may not be adequate; and


-
we may be required to sell shares of our common stock at extremely discounted prices in order for us to obtain additional financing.





If we cannot raise additional funds when needed, or on acceptable terms, we may not be able to continue to operate.





Issuing preferred stock with rights senior to those of our common stock could adversely affect holders of common stock.





Our charter documents give our board of directors the authority to issue series of preferred stock without a vote or action by our stockholders and such shares have been issued.  The board also has the authority to determine the terms of preferred stock, including price, preferences and voting rights.  The rights granted to holders of preferred stock may adversely affect the rights of holders of our common stock.  For example, a series of preferred stock may be granted the right to receive a liquidation preference – a pre-set distribution in the event of a liquidation – that would reduce the amount available for distribution to holders of common stock.  In addition, the issuance of preferred stock could make it more difficult for a third party to acquire a majority of our outstanding voting stock.  As a result, common stockholders could be prevented from participating in transactions that would offer an optimal price for their shares.





We do not anticipate paying dividends on our capital stock in the foreseeable future.





We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of the any future debt or credit facility may preclude us from paying any dividends. As such, our shareholders may not receive any profit on their investment other than from the eventual sale of their shares, if any.




11




RISKS RELATED TO DOING BUSINESS IN CHINA





Changes in China's political or economic situation could harm us and our operating results.





Economic reforms adopted by the Chinese government have had a positive effect on the economic development of the country, but the government could change these economic reforms or any of the legal systems at any time. This could either benefit or damage our operations and profitability. Some of the things that could have this effect are:





-
Level of government involvement in the economy;-
Control of foreign exchange;


-
Methods of allocating resources;-
Balance of payments position;


-
International trade restrictions; and-
International conflict.





The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in many ways. For example, state-owned enterprises still constitute a large portion of the Chinese economy and weak corporate governance and a lack of flexible currency exchange policy still prevail in China. As a result of these differences, we may not develop in the same way or at the same rate as might be expected if the Chinese economy was similar to those of the OECD member countries





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





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





You may have difficulty enforcing judgments against us.





We are a British Columbia company and most of our assets are located outside of the United States. Most of our current operations will be conducted in the PRC. In addition, most of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons is located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the United States and the substantial majority of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts.





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





The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.  Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof and could require us to divest ourselves of any interest we then hold in Chinese properties or joint ventures.




12


Future inflation in China may inhibit our ability to conduct business in China.





In recent years, the Chinese economy has experienced periods of rapid expansion and highly fluctuating rates of inflation. These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products and our company.





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





The majority of our revenues will be settled in RMB and U.S. dollars, and any future restrictions on currency exchanges may limit our ability to use revenue generated in RMB to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of RMB for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB.





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





The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RMB and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars as well as earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.





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





Item 1B.  Unresolved Staff Comments.





None.





Item 2.  Properties





At present, we do not own any property.  Two offices in Shenzhen and Guangzhou will be located in leased facilities. We have local access to all commercial freight systems. The office facility in Shenzhen contains both the administrative/sales offices and retail floor sections. The monthly lease is $2,610 per month. The office facility in Guangzhou contains both the administrative/sales offices and retail floor sections.  The monthly lease is $2,180 per month.





Item 3.  Legal Proceedings





Currently, we are not a party to any pending legal proceedings.




13


Item 4.  (Removed and Reserved)





PART II





Item 5.  Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.





Market information





No established public trading market exists for our common stock. We have no shares of common stock subject to outstanding options or warrants to purchase, or securities convertible into, our common stock.





Holders





We have 1 holder of record of our common stock.  Following the Spin-off transaction discussed above, we will have approximately 86 holders of record of our common stock.





Dividends





We have not declared any cash dividends on any class of our securities and we do not have any restrictions that currently limit, or are likely to limit, our ability to pay dividends now or in the future.





Securities authorized for issuance under equity compensation plans





We do not have any securities authorized for issuance under equity compensation plans.





Item 6.  Selected Financial Data.





As a smaller reporting company, we are not required to provide the information required by this item.





Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations





The discussion of the financial condition of the company and its results of operations is presented on the basis of the completed Spin-off transaction.





The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included in this registration statement.  This registration statement contains “forward-looking statements.” The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology are forward-looking statements based on current expectations and assumptions.





Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements.  Factors that could cause actual results to differ from expectations include, but are not limited to, those set forth under the section “Risk Factors” set forth in this registration statement.





The forward-looking events discussed in this registration statement, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us.  For these statements, we claim the protection of the “bespeaks caution” doctrine.  All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements.  Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.




14


Critical Accounting Policies





(A)
Method of Accounting





The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements.





(B)
Use of Estimates





In the preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting years.  These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, and the estimation on useful lives of property, plant and equipment.  Actual results could differ from those estimates.





(C)
Cash and Cash Equivalent





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.





(D)
Comprehensive Income





In accordance with SFAS No. 130, “Reporting Comprehensive Income”,comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.  Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements.





(E)
Financial Instruments





The carrying amounts of the Company's other receivable and related parties payable approximate fair value due to the relatively short period to maturity for these instruments.





(F)
Recognition of Revenue




Guangzhou Yueshen establishes retail outlets in Guangzhou city for the trading and distribution of rechargeable phone cards, prepaid subway tickets, cellular phones and cellular phone accessories.  The customers include other retailers, wholesalers, Airtime on the rechargeable phone cards is provided by the respective wireless carriers.  The Company is not responsible for the delivery of airtime minutes.
 
 With reference to ASC 605-45-45, Guangzhou Yueshen has recorded the revenue from the sale of its products on a gross basis.  It purchases its inventory from different suppliers and most of them require prepayment before delivery of goods.  It is responsible for damaged, lost or stolen inventory.  Depending on the selection of suppliers, volume of purchases, and the intensity of market competition, the profit margin will vary.
 
 In terms of the timing of recognizing revenue, it is recognized on the transfer of risk and rewards of ownership, which generally coincides with the time when the goods are delivered to customers and the titles have been passed at the retail outlets.  Prepayments by customers for phone cards, subway tickets and cellular phone are rare but if any are presented as customer deposits.  Guangzhou Yueshen is not responsible for tracking usage of the airtime or dollar value stored on the phone cards and subway tickets.  These are the responsibilities of the wireless and subway carriers.  Therefore, the earnings process of Guangzhou Yueshen is complete upon delivery of the products to its customers.
 
 Shenzhen Rongxin establishes network in Guangdong Province for the resale of Tibet 5100 mineral water products. Revenue from the sale of mineral water is recognized when goods are delivered to customers or loaded on customers’ pick-up trucks and the titles have been passed.
 
 Neither Guangzhou Yueshen nor Shenzhen Rongxin has any refund policies for the return of goods.




(G)
Income Tax





The Company uses the accrual method of accounting to determine and report its taxable reduction of income taxes for the year in which they are available. In accordance with SFAS No. 109 “Accounting for Income Taxes”,the Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years.  Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that such items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.





15




(H)
Recent Accounting Pronouncements
 
 In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy).  Statement 162 will become effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles."





In May 2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1").  FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate.  FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis.




In September 2008, FASB issued FSP No. 133-1 and FIN 45-4, “Disclosures about Credit Derivatives and Certain Guarantees”, an amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161. This FSP is intended to improve disclosures about credit derivatives by requiring more information about the potential adverse effects of changes in credit risk on the financial position, financial performance, and cash flows of the sellers of credit derivatives.  The provisions of the FSP that amend Statement 133 and FIN 45 are effective for reporting periods (annual or interim) ending after November 15, 2008.




Management of the Company does not anticipate that the adoption of the above standards will have a material impact on these financial statements.




Results of Operations





Management’s Discussion and Analysis of Financial Condition and Results of Operations.





For the twelve months ended December 31, 2008, the Company had revenue of $0 and gross profit of $0.  The operating expense was $0 and a net income of $0.  The gross profit ratio was 0% and net profit ratio was 0%.  These figures were indicative of the effects of the financial tsunami between the end of 2008 and the end of 2009, resulting in decline of sales from the loss of some customers who were affected by the financial crisis.





2008 was the first full year of operation, so comparative figures from previous periods were unavailable.





For the twelve months ended December 31, 2009, the Company had revenue of $0 and gross profit of $0.  The operating expense was $0 and a net income of $757,095.  The gross profit ratio was 0% and net profit ratio was 0%.  The operating expense was relatively small indicating a well-managed team, enabling the Company to make a profit for the year.





Liquidity and Capital Resources





At December 31, 2009, we had cash of $0.





The Company currently has sufficient cash flow to support its operations.  The Company is actively monitoring the business environment as it recovers from the effects of the financial tsunami, and adjusting to market needs while maintaining a healthy cash position.





It will need approximately US$5,000,000 in additional funding for the expansion projects of the new retail stores and service locations for the next 12 months. The funds will be used to increase the number of chain stores and increase inventory for higher turnover.  We estimate to increase 10 new retail stores in Guangzhou and 10 new retail stores in Shenzhen, spending about US$146,400 per new store.  Due to the high demand for mobile phone related services in China, we expect that increased inventory would lead to higher turnover for the Company.   In the event that the Company fails to raise the needed funding, we expect to open a total of 3 new stores and maintain a small growth over the current turnover level.




16


We expect to incur approximately $50,000 per year in additional costs associated with becoming a public company. These costs are generally associated with administrative, attorney and auditing fees.  In the event we are unable to generate sufficient capital from operations or other funding sources, we intend to secure loans from our existing shareholders for operating capital.





Going Concern





As reflected in the accompanying financial statements, the Company ceased its operations in 2007, has a net loss of $237,662 from inception, and no stockholders' equity.  This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





Future Goals





In the next 12 months, our goal is to develop the mobile phone related service operation in Shenzhen and expand the sales network in Guangzhou. In the event that expansion is successful, we plan on adding additional mobile phone application and software and market them in both Guangzhou and Shenzhen.





Following becoming a reporting company which we hope to achieve within the next 60 days, we plan on making a private placement of our securities to raise the funds for our initial expansion plans. The private placement should close within the next six (6) months and we have contacted a securities firm to assist us with the private placement. Assuming the private placement is successful, we plan on expanding in Shenzhen during the second half of 2010 and starting the mobile phone application and software development thereafter. The development of mobile phone application is dependent upon sufficient financing and the identification of suitable mobile phone application suppliers and distributors.





Off-balance Sheet Arrangements





We maintain no significant off-balance sheet arrangements





I tem 7A.  Quantitative and Qualitative Disclosures About Market Risk





We currently do not utilize sensitive instruments subject market risk in our operations.





Item 8.   Financial Statements and Supplementary Data.





Our financial statements and related explanatory notes can be found on the “F” Pages at the end of this Report.





Item 9.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.





None.





Item 9A.  Controls and Procedures.





In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as of the end of the period covered by this Report on Form 10-K, our management evaluated, with the participation of our principal executive and financial officer, the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation of these disclosure controls and procedures, our chairman of the board and chief executive and financial officer has concluded that the disclosure controls and procedures were effective as of the date of such evaluation to ensure that material information relating to the company, was made known to them by others within those entities, particularly during the period in which this Annual Report on Form 10-K was being prepared.




17


Item 9A(T). Controls and Procedures.





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles generally accepted in the United States of America. The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of  unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Management assessed the effectiveness of the Company's internal control over financial reporting at December 31, 2009.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control--Integrated Framework. Based on that assessment under those criteria, management has determined that, at December 31, 2009, the Company's internal control over financial reporting was effective.





This Annual Report on Form 10-K/A does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.





Inherent Limitations of Internal Controls





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





●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.





18




Our management does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Management has not identified any change in the our internal control over financial reporting indentified in connection with the its evaluation of our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





Item 9B.  Other Information.





None.





PART III





Item 10.
Directors, Executive Officers and Corporate Governance.





The following table sets forth, as of December 31, 2009, the name, age and position of our sole director/executive officer.





NAME
AGE
SINCE
POSITIONHenry Liguori (1)
68
2007
President, Chief Executive Officer,  Chief Financial Officer, Secretary and sole Director.





The background of our sole director/executive officer is as follows:





Henry Liguori, President, Chief Executive Officer,  Chief Financial Officer, Secretary and sole Director





Mr. Henry Liguori is our current President, Chief Executive Officer, Chief Financial Officer, Secretary and sole Director.  Mr. Liguori’s education includes an undergraduate degree in Philosophy from St. Lawrence, Beacon,  New York, a graduate degree in Theology from Immaculate Heart of Mary, Geneva, New York and a post graduate degree from Iona College, New Rochelle, New York.  Following the completion of his formal education, Mr. Liguori served in the United States Navy, retiring as a Lieutenant Commander.  After the end of Operation Desert Storm in the Persian Gulf War, Mr. Liguori ended his military career with the meritorious service medal having served the Navy, Marine Corps and Coast Guard both at home and abroad.  Mr. Liguori has extensive experience as an administrator and consultant in the fields of education, business and many charitable organizations and has been offering consulting services in these fields since 1995.





On August 6, 2010, Henry Guori Li resigned from the board of directors and all of the officer positions he held in the Company, and Dong Liu was appointed as the President, Chief Executive Officer and Chairman of the Board and Yuan Zhao was appointed as the Chief Financial Officer, Secretary and a director of the Company. Following the ten (10) day time period of the filing and the mailing of an Information Statement complying with Rule 14F-1 under the Exchange Act of 1934, Mr. Li’s resignation as a director and Dong Liu and Yuan Zhao’s appointment as directors of the Company will become effective.





Set forth below is a brief description of our new officers’ business experience and an indication of directorship he has held in other companies, if any, subject to the reporting requirements under the federal securities laws.





Name
Age
PositionDong Liu
38
President, Chief Executive Officer and Chairman of the Board of DirectorsYuan Zhao
28
Chief Financial Officer, Secretary and Director




19


Mr. Dong Liu, Age 38, President, Chief Executive Officer and Chairman of the Board of Directors





Mr. Liu is the President, Chief Executive Officer and Chairman of the Company.  He is also the Chairman of Shenzhen Rongxin Investment Company Limited, a company that invests in communications equipment, computer and network technology development.  Mr. Liu had previously worked for a Chinese state-owned enterprise, Jinxin Industy Development Company Limited, in Hainan Province and Shenzhen City for 11 years and participated in the government’s involvement in business development with several industries.





Mr. Yuan Zhao, Age 28, Chief Financial Officer, Secretary and Director





Mr. Zhao is the Chief Financial Officer, Secretary and Director of the Company.  In 2007, Mr. Zhao served as a business consultant for a Singaporean investment company, Huantong Singapore Co. Ltd., which engages in the trading of telecommunication equipments.  He studied business administration at the Asia Pacific Management Institute in Singapore from 2005 to 2007. He also had 4 years’ experience in the hotel management industry in Canada.





Information about our Board and its Committees.





Audit Committee





We currently do not have an audit committee although we intend to create one as the need arises.  Currently, our Board of Directors serves as our audit committee.





Compensation Committee





We currently do not have a compensation committee although we intend to create one as the need arises.  Currently, our Board of Directors serves as our Compensation Committee.





Advisory Board





We currently do not have an advisory board although we intend to create one as the need arises.





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock.  Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended December 31, 2009, the Section 16(a) reports required to be filed by our executive officers, directors and greater-than-10% stockholders were filed on a timely basis.





Code of Ethics





We currently do not have a code of ethics although we intend to create one.





Item 11. Executive Compensation





Executive Compensation





Our executive officers have not received any compensation since the date of our incorporation, and we did not accrue any compensation.





Employment Agreements





Currently, we do not have any employment agreements.  However, we plan to enter into employment agreements with our future officers.




20




Equity Compensation, Pension or Retirement Plans





No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.





Options/SARS Grants During Last Fiscal Year





None.





Directors’ Compensation





We currently do not compensate our director.  In the future, we may compensate our current director or any additional directors for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business.  From time to time we may request certain members of the board of directors to perform services on our behalf.  In such cases, we will compensate the directors for their services at rates no more favorable than could be obtained from unaffiliated parties.





Item 12.   Security Ownership of Certain Beneficial Owners and Management.





The following table sets forth certain information regarding the beneficial ownership of the issued and outstanding shares of our common stock as of December 31, 2009 and prior to the Spin-off, by the following persons:





1.
Each person who is known to be the beneficial owner five percent (5%) or more of our issued and outstanding shares of common stock;2.
Each of our Directors and executive Officers; and


3.
All of our Directors and Officers as a group





Name And Address
Number Of Shares Beneficially Owned
Percentage OwnedCN Dragon Corporation (1)
1
100%Henry Liguori (1)(2)
0
0%Total
1
100%





(1)  The address is 7216 West Enterprise Drive, Las Vegas, Nevada, 89417.(2)  Mr. Liguori is the sole officer and director of the Company.





Beneficial ownership is determined in accordance with the rules and regulations of the SEC.  The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from the date of this registration statement and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within 60 days from the date of this registration statement.





Item 13. Certain Relationships and Related Transactions.





We have not entered into any material transactions with related parties in the past two years.





Transactions with Promoters





None.




21




Item 14.  Principal Accountant Fees and Services.





Appointment of Auditors





Our Board of Directors selected Samuel H. Wong & Co., LLP as our auditors for the year ended December 31, 2009.





Audit Fees





Samuel H. Wong & Co., LLP billed us $54,000 in audit fees during the year ended December 31, 2009 and $29,000 in audit fees during the year ended December 31, 2008.





Audit-Related Fees





We did not pay any fees to Samuel H. Wong & Co., LLP for assurance and related services that are not reported under Audit Fees above, during our fiscal years ending December 31, 2009 and December 31, 2008.





Tax and All Other Fees





We did not pay any fees to Samuel H. Wong & Co., LLP for tax compliance, tax advice, tax planning or other work during our fiscal years ending December 31, 2009 and December 31, 2008.





Pre-Approval Policies and Procedures





We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services.  Under these procedures, our board of directors pre-approves all services to be provided by Samuel H. Wong & Co., LLP, and the estimated fees related to these services.





With respect to the audit of our financial statements as of December 31, 2009, and for the year then ended, none of the hours expended on Samuel H. Wong & Co., LLP’s engagement to audit those financial statements were attributed to work by persons other than Samuel H. Wong & Co., LLP’s full-time, permanent employees.




22





Item 15. Exhibits, Financial Statement Schedules.





China Teletech Limited
 
 Financial Statements
 
 December 31, 2009 and 2008
 
 (Stated in US Dollars)
 
 
 
 China Teletech Limited
 
 
 Contents
PagesReport of Independent Registered Public Accounting Firm
F-1Balance Sheets
F-2Statements of Operations
F-3Statements of Changes in Stockholders’ Equity
F-4Statements of Cash Flows
5 – 6Notes to Financial Statements
7 - 10
 
 
 
 To:          The Board of Directors and Stockholders
 China Teletech Limited
 
 
 Report of Independent Registered Public Accounting Firm
 
 
 We have audited the accompanying balance sheets of China Teletech Limited as of December 31, 2009 and 2008, and the related statements of operations, changes in stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Teletech Limited as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
 
  San Mateo, California
Samuel H. Wong & Co., LLPMarch 25, 2010
Certified Public Accountants
  F-1
 
 China Teletech Limited
 Balance Sheets
 As of December 31, 2009 and 2008
 (Stated in US Dollars)
 
 ASSETS

Notes


12/31/2009


12/31/2008Current AssetsOther Receivable




$
-


$
1,403Total Current Assets





-



-Non-Current Assets





-



-TOTAL ASSETS




$
-


$
1,403LIABILITIESCurrent LiabilitiesRelated Parties Payable


3


$
-


$
758,498TOTAL LIABILITIES





$
-


$
758,498STOCKHOLDERS' EQUITYCommon Stock ($0.000 par value, 250,000,000 shares authorized, 1 share issued and outstanding at December 31, 2009 and 2008)





$
-


$
-Additional Paid in Capital






89,111



89,111Retained Earnings






(237,662
)


(994,757
)Accumulated Other Comprehensive Income






148,551



148,551TOTAL STOCKHOLDERS' EQUITY






-



(757,095
)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY


$
-


$
1,403
   See Notes to Financial Statements and Accountant’s Report
  F-2
  China Teletech Limited
 Consolidated Statements of Operations
 For the years ended December 31, 2009 and 2008
 (Stated in US Dollars)
  Notes


12/31/2009


12/31/2008RevenueSales




$
-


$
-Cost of Sales





-



-Gross Profit





-



-Other Income (Expenses)Other Income


3



757,095



-Other Expenses






-



-Total Other Income/(Expense)






757,095



-Earnings before Tax






757,095



-Income Tax






-



-Net Income





$
757,095


$
-
 
 Earnings per share-Basic

$
757,095


$
0-Diluted

$
757,095


$
0Weighted average shares outstanding-Basic


1



1-Diluted


1



1
   See Notes to Financial Statements and Accountant’s Report
 F-3
  China Teletech Limited
 Consolidated Statements of Changes in Stockholders’ Equity
 As of December 31, 2009 and 2008
 (Stated in US Dollars)
 AccumulatedNumber





Additional





Otherof


Common


Paid in


Retained


ComprehensiveShares


Stock


Capital


Earnings


Income


TotalBalance at January 1, 2008


1


$
-


$
89,111


$
(994,757
)

$
148,551


$
(757,095
)Net Income


-



-



-



-



-



-Appropriations of Retained Earnings


-



-



-



-



-



-Distribution of Dividends


-



-



-



-



-



-Foreign Currency Translation Adjustment


-



-



-



-



-



-Balance at December 31, 2008


1


$
-


$
89,111


$
(994,757
)

$
148,551


$
(757,095
)Balance at January 1, 2009


1


$
-


$
89,111


$
(929,770
)

$
148,551


$
(757,095
)Net Income


-



-



-



757,095



-



757,095Appropriations of Retained Earnings


-



-



-



-



-



-Distribution of Dividends


-



-



-



-



-



-Foreign Currency Translation Adjustment


-



-



-



-



-



-Balance at December 31, 2009


1


$
-


$
89,111


$
(237,662
)

$
148,551


$
-
 
 Comprehensive Income12/31/2008


12/31/2009


Accumulated TotalNet Income

$
-


$
757,095


$
757,095Foreign Currency Translation Adjustment


-



-



-$
-


$
757,095


$
757,095
   See Notes to Financial Statements and Accountant’s Report
  F-4
  China Teletech Limited
 Consolidated Statements of Cash Flows
 For the years ended December 31, 2009 and 2008
 (Stated in US Dollars)
 12/31/2009


12/31/2008Cash Flows from Operating ActivitiesCash Sourced/(Used) in Operating Activities

$
-


$
-Cash Flows from Investing ActivitiesCash Used/(Sourced) in Investing Activities


-



-Cash Flows from Financing ActivitiesCash Used/(Sourced) in Investing Activities


-



-Net Increase/(Decrease) in Cash & Cash Equivalents for the Year


-



-Cash & Cash Equivalents at Beginning of Year


-



-Cash & Cash Equivalents at End of Year

$
-


$
-
   See Notes to Financial Statements and Accountant’s Report
 F-5
 
 China Teletech Limited
 Reconciliation of Net Income to Cash Sourced/(Used) in Operations
 For the years ended December 31, 2009 and 2008
 (Stated in US Dollars)
 12/31/2009


12/31/2008Net Income

$
757,095


$
-Adjustments to Reconcile Net Income toNet Cash Provided by Cash Activities:Decrease/(Increase) in Other Receivable


1,403



-Increase/(Decrease) in Related Parties Payable


(758,498
)


-Total of all adjustments


(757,095
)


-$
-


$
-
 
 See Notes to Financial Statements and Accountant’s Report
 F-6
  China Teletech Limited
 Notes to Consolidated Financial Statements
 As of and for the years ended December 31, 2009 and 2008
  1.
The Company and Principal Business Activities
 
 China Teletech Limited, formerly known as Stream Horizon Studios, Inc. (the “Company”), was incorporated under the laws of the Province of British Columbia, Canada on October 1, 2001 under the name Infotec Business Strategies, Inc. The Company is a subsidiary of Wavelit, Inc. , a Nevada corporation.
  Wavelit, Inc. was an emerging development company. It provided complete, end-to-end solutions for streaming media and broadcasting over the Internet, from filming and editing, to media hosting and transmission, to broadcasting through our Internet TV channel at www.ebahn.tv. It conducted its principal business operations through its wholly-owned subsidiary Galaxy Networks Inc. (“Galaxy”), a British Columbia, Canada company which designs, develops, manages and markets products and services that pro-vide end-to-end solutions for streaming or broadcasting digital media over the Internet and through the Company, its wholly-owned studio and film editing operation. The Compnay provided the following services until 2007 when its operations ceased:
  - Video editing and encoding services;
 - Studio rental;
 - Casting, directing, and video / audio production services; and
 - Remote site video services.
  The Company will be spun off from its parent to the shareholders of Wavelit, Inc where the shareholders of Wavelit, inc. will receive an aggregate of 8,750,000 common shares.  The Company is in the process of submitting a Form S-1 to register the securities that it issue in this transaction. Concurrently, the Company is applying to have its common shares independently quoted on the Over the Counter Bulletin Board Market in the United States of America.
 
 Upon declaration of effectiveness by the US Securities and Exchange Commission of the Form S-1, the Company will enter into reverse merger transaction via a share exchange agreement with China Teletech Limited (“BVI”), formerly known as Sierra Vista Group Limited, a company incorporated in the British Virgin Islands. Under the terms of the share exchange agreement, the Company will issue an aggregate of 241,250,000 shares of common stock to the shareholders of BVI for 100% of the outstanding stock of BVI.
 
 As the share exchange transaction between the Company and BVI has not been completed as at December 31, 2009, no recapitalization has occurred.
 
 2.
Summary of Significant Accounting Policies
 
 (A)
Method of Accounting
 
 The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements.
  F-7
  China Teletech Limited
 Notes to Consolidated Financial Statements
 As of and for the years ended December 31, 2009 and 2008
 (B)
Use of Estimates
 
 In the preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting years.  These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, and the estimation on useful lives of property, plant and equipment.  Actual results could differ from those estimates.
 
 (C)
Cash and Cash Equivalent
 
 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.
 
 (D)
Comprehensive Income
 
 In accordance with SFAS No. 130, “Reporting Comprehensive Income”,comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.  Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements.
 
 (E)
Financial Instruments
 
 The carrying amounts of the Company's other receivable and related parties payable approximate fair value due to the relatively short period to maturity for these instruments.
 
 (F)
Recognition of Revenue
 
 Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectibility is reasonably assured.
 
 F-8
  China Teletech Limited
 Notes to Consolidated Financial Statements
 As of and for the years ended December 31, 2009 and 2008
 (G)
Income Tax
 
 The Company uses the accrual method of accounting to determine and report its taxable reduction of income taxes for the year in which they are available. In accordance with SFAS No. 109 “Accounting for Income Taxes”,the Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years.  Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that such items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.
 
 (H)
Recent Accounting Pronouncements
 
 In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy).  Statement 162 will become effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles."
 
 In May 2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1").  FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate.  FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis.
 
 In September 2008, FASB issued FSP No. 133-1 and FIN 45-4, “Disclosures about Credit Derivatives and Certain Guarantees”, an amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161. This FSP is intended to improve disclosures about credit derivatives by requiring more information about the potential adverse effects of changes in credit risk on the financial position, financial performance, and cash flows of the sellers of credit derivatives.  The provisions of the FSP that amend Statement 133 and FIN 45 are effective for reporting periods (annual or interim) ending after November 15, 2008.
 
 Management of the Company does not anticipate that the adoption of the above standards will have a material impact on these financial statements.
  F-9
 China Teletech Limited
 Notes to Consolidated Financial Statements
 As of and for the years ended December 31, 2009 and 2008
 
 3.
Related Parties Payable
 
 12/31/2009


12/31/2008Galaxy Networks Inc.

$
-


$
(55,409
)Wavelit, Inc.


-



813,907$
-


$
758,498
 
 Wavelit, Inc. is the Company’s parent, whereas Galaxy Networks, Inc. is a wholly owned subsidiary of Wavelit, Inc.  The amounts receivable and payable with these related parties are non-interest bearing, unsecured and due on demand.
 
 During the year, the Company agreed to waive the right to collect the outstanding receivable from Galaxy Networks, Inc. in the amount of $55,409, whereas Wavelit, Inc. agreed to forgive the amount owing by the Company for $813,907.
 
 
 4.
Going Concern
 
 As reflected in the accompanying financial statements, the Company ceased its operations in 2007, has a net loss of $237,662 from inception, and no stockholders' equity.  This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 F-10
 SchedulesAll schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.  Exhibit
Form
Filing
Filed withExhibits
#
Type
Date
This ReportArticles of Incorporation filed with the British Columbia Ministry of Finance on October 1, 2001.
3.1
10-SB
11/20/2009Certificate of Name Change filed with the British Columbia Ministry of Finance on November 17, 2005.
3.2
10-SB
11/20/2009Certificate of Restoration filed with the British Columbia Ministry of Finance on August 28, 2009.
3.3
10-SB
11/20/2009Notice of Alteration filed with the British Columbia Ministry of Finance on October 7, 2009.
3.3
10-SB
11/20/2009Stock Purchase and Share Exchange Agreement effective May 20, 2009.
14.1
10-SB
11/20/2009Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)
31.1


XCertification of Chief Financial Officer, pursuant to Rule 13a-14(a)
31.2


XCertification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1


XCertification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2


X




23




SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.





Date: September 22, 2010





CHINA TELETECH LIMITED



/s/  Yuan Zhao

By:  Yuan Zhao

Its:   Chief Financial Officer and Principal Accounting Officer








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





Signatures

Title

Date/s/  Dong Liu

By:  Dong Liu

Chief Executive Officer

September 22, 2010/s/ Yuan Zhao

By: Yuan Zhao

Chief Financial Officer and Principal Accounting Officer

September 22, 2010