U.
S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





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 [ ]





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  [   ]
            
            Accelerated
      filer    [    ]Non-accelerated
      filer    [   ] (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):  No [X]





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
[  ]  No [  ]





(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).





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 the 70,919,945 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”).





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 170,000,000
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
the 70,919,945 shares to be issued in the Spin-Off as a Distribution to its
shareholders of record as of the Record Date. 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. CN Dragon will distribute one (1) share of our common stock for
each one (1) share of CN Dragon common stock that you own on the Record Date.
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 5100spring 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.





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.





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.








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





Our
Management collectively holds approximately 70.56% of the outstanding shares and
exercise control of the Company and therefore our other shareholders will have
little or no control of the company.





Two of
our officers and directors, Dong Liu and Yuan Zhao, collectively hold 70.56% of
the outstanding shares and exercise control of the company. Accordingly, our
other shareholders will have little or no control of the company.





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.





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.





The
loss of the services of our senior management could impair our ability to
execute our business strategy and as a result, reduce our sales and
profitability.





Mr.
Wen-wu Chen, General Manager, is a key person managing the marketing and sales
efforts of the Company since 2008.  Mr. Chen has developed an
extensive sales network in the China telecommunications industry.





Mr. Sibei
Li, Sales Manager, is a key person in the management and recruitment of sales
person for the Company.  Mr. Li was previously the sales manager for
several companies in the telecommunications, electronics and real estate
industries.





We depend
on the continued services of our senior management. The loss of such key
personnel could have a material adverse effect on our ability to execute our
business strategy and on our financial condition and results of operations. We
do not maintain key-person insurance for our senior management. We may have
difficulty replacing our senior management who leave and, therefore, the loss of
the services of any of these individuals could harm our business.





There are
several members in senior management with extensive management experience in the
telecommunications industry.  The Company acknowledges that it may
lose some of these valued members but the effect on the Company would be
minimal.  Guangzhou Yueshen is well connected with the
telecommunications industry in PRC and would be able to find capable
replacements if needed.  The Company will also implement performance
based incentive mechanisms to reduce the loss of senior management.





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 thehiring 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.





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.





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:





-
            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.





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.





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.





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.





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.





Item
4.  Submission of Matters to a Vote of Security Holders





None.








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.





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)
            Consolidation





The
consolidated financial statements include all the accounts of the Company and
its two wholly-owned subsidiaries. Inter-company transactions, such as sales,
cost of sales, due to/due from balances, investment in subsidiaries, and
subsidiaries’ capitalization have been eliminated.





As of
December 31, 2008, the detailed identities of the consolidated subsidiaries are
as follows:-





Name of Entities
            Date
      ofIncorporation
            Place
      ofIncorporation
            Attributable
      Equity Interest
            Registered CapitalSierra
      Vista Group Limited
            1/20/2008
            BVI
            100%
            USD
      10Shenzhen
      Rongxin
            11/21/1996
            PRC
            100%
            RMB
      10,000,000Guangzhou
      Yueshen
            4/19/2004
            PRC
            100%
            HKD
      1,200,000





(C)
            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.





(D)
            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.





(E)
            Investment
      in Equity Securities





The cost
method of accounting is used to account for the Company’s investment in equity
securities for which the Company had less than 20% controlling equity interest.
Controlling equity interest for the Company is typically a position of more than
50% beneficial ownership.





In the
consolidated balance sheets, investments in equity securities are stated at
their fair market value. Any unrealized gain or loss are reported on the
consolidated statements of stockholders’ equity.





(F)
            Accounts
      Receivable – Trade





Trade
receivables are recognized and carried at the original invoice amount less
allowance for any uncollectible amounts. An allowance for doubtful accounts is
made when recovery of the full amount is doubtful.





(G)
            Inventories





Inventories
are stated at the lower of cost or market value. Cost is computed using the
first-in, first-out method and includes all costs of purchase and other costs
incurred in bringing the inventories to their present location and condition.
Market value is determined by reference to the sales proceeds of items sold in
the ordinary course of business or estimates based on prevailing market
conditions. The inventories include bottles of mineral water, prepaid mineral
water cards, rechargeable phone cards, prepaid subway tickets, and mobile
phones.





(H)
            Advances
      to Suppliers





Advances
to suppliers represent the cash paid in advance for the purchase of goods. The
advances to suppliers are interest free and unsecured.





(I)
            Property,
      Plant, and Equipment





Property,
plant, and equipment are stated at cost.  Repairs and maintenance to
these assets are charged to expense as incurred; major improvements enhancing
the function and/or useful life are capitalized.  When items are sold
or retired, the related cost and accumulated depreciation are removed from the
accounts and any gains or losses arising from such transactions are
recognized.


Property,
plant, and equipment are depreciated using the straight-line method over their
estimated useful life with a 10% salvage value.  Their useful lives
are as follows:





Fixed Assets Classification
            Useful LivesOffice
      Equipment
            3
      YearsFurniture
      & Fixture
            3
      YearsMotor
      Vehicles
            10
      Years





(J)
            Customer
      Deposits





Customer
Deposit represents the money the Company has received from customers in advance
for the purchase of goods. The Company considers customer deposits as a
liability until the title of goods have been transferred at which point the
balance will be credited to sales revenue.





(K)
            Statutory
      Reserve





Statutory
reserve refer to the amount appropriated from the net income in accordance with
laws or regulations, which can be used to recover losses and increase capital,
as approved, and, are to be used to expand production or operation. PRC laws
prescribe that an enterprise operating at a profit, must appropriate, on an
annual basis, from its earnings, an amount to the statutory reserve to be used
for future company development. Such an appropriation is made until the reserve
reaches a maximum equalling 50% of the enterprise’s capital.





(L)
            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.  The Company’s
current components of other comprehensive income are unrealized gain or loss in
investment and the foreign currency translation adjustment.





(M)
            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. Revenue from the sale of Yueshen’s
products is recognized on the transfer of risk and ownership, which generally
coincides with the time when the goods are delivered to customers and the titles
have been passed. Prepayments by customer for phone cards, subway tickets and
cellular phone are presented as customer deposit.


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.





(N)
            Cost
      of Sales





Guangzhou
Yueshen’s cost of sales is primarily comprised of cost of goods, and other
purchasing and receiving overhead costs.





Shenzhen
Rongxin’s cost of sales consists of cost of mineral water, inbound freight,
warehouse cost, and outbound freight.





(O)
            Selling
      Expenses





Selling
expenses include outbound freight, salaries of the sales force, client
entertainment, commissions, advertising, and office rental
expenses.





(P)
            General
      & Administrative Expenses





General
and administrative expenses comprised of executive compensation, general
overhead such as the finance department and administrative staff, depreciation
expenses, travel and lodging, meals and entertainment, utility, and research and
development expenses.





(Q)
            Advertising
      Expense





Costs
related to advertising and promotion expenditures are expensed as incurred
during the year.  Advertising costs are charged to selling
expense





(R)
            Retirement
      Benefits





Full-time
employees of the Company are entitled to staff welfare benefits including
Medicare, welfare subsidies, unemployment insurance, and pension benefits
through a PRC government-mandated multi-employer defined contribution plan. The
Company is required to accrue for these benefits based on certain percentages of
the employees’ salaries. Costs related to the retirement benefits are charged to
the Company’s statements of operations as incurred.





(S)
            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.





In
respect of the Company and its subsidiaries domiciled and operated in the
British Virgin Islands and People’s Republic of China, the taxation of these
entities are summarized below:





Entities
            Countries of Domicile
            Income Tax RateChina
      Teletech Limited
            USA
            0.00%
      - 39.00%China
      Teletech Limited
            BVI
            0.00%Shenzhen
      Rongxin
            PRC
            25.00%Guangzhou
      Yueshen
            PRC
            25.00%





(T)
            Foreign
      Currency Translation





The
Company’s two operating subsidiaries Shenzhen Rongxin and Guangzhou Yueshen
maintain their financial statements in the functional currency, which is the
Renminbi (RMB). Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency at
rates of exchange prevailing at the balance sheet dates. Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchanges rates prevailing at the dates of the
transaction.  Exchange gains or losses arising from foreign currency
transactions are included in the determination of net income for the respective
periods.





For
financial reporting purposes, the financial statements of Shenzhen Rongxin and
Guangzhou Yueshen, which are prepared using the functional currency, have been
translated into United States dollars.  Assets and liabilities are
translated at the exchange rates at the balance sheet dates and revenue and
expenses are translated at the average exchange rates, and stockholders’ equity
is translated at historical exchange rates. Translation adjustments are not
included in determining net income but are included in foreign exchange
adjustment to other comprehensive income, a component of stockholders’
equity.





Exchange Rates
            2009
            2008Year
      end RMB : US$ exchange rate
            6.8372
            6.8542Average
      yearly RMB : US$ exchange rate
            6.8409
            6.9623Year
      end HKD : US$ exchange rate
            7.7551
            7.7507Average
      yearly HKD : US$ exchange rate
            7.7522
            7.7874





(U)
            Recent
      Accounting Pronouncements





In
February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities Including an Amendment of FASB Statement No.
115 (" SFAS 159"). SFAS 159 permits entities to choose to measure many financial
instruments and certain other items at fair values.  SFAS 159 is
effective for fiscal years after November 15, 2007.





In
December 2007, the Financial Accounting Standards Board issued FASB Statement
No. 141 (Revised 2007), Business Combinations (“SFAS 141R”).  SFAS
141R provides additional guidance on improving the relevance, representational
faithfulness, and comparability of the financial information that a reporting
entity provides in its financial reports about a business combination and its
effects.  This Statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.





In
December 2007, the Financial Accounting Standards Board issued FASB Statement
No. 160, Noncontrolling
Interests in Consolidated Financial Statements—an amendment of ARB No. 51(“SFAS 160”).  SFAS 160 amends ARB No. 51 to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary.  This Statement is
effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2008.





In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133"
("SFAS 161"). SFAS 161 applies to all derivative instruments and
related hedged items accounted for under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities"
("SFAS 133").  SFAS 161 requires entities to provide greater
transparency about (a) how and why an entity uses derivative instruments,
(b) how derivative instruments and related hedged items are accounted for
under SFAS 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity's financial position,
results of operations and cash flows.  SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008.





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 these seven standards
will have a material impact on these consolidated 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 $20,272,787
and gross profit of $901,000.  The operating expense was $192,460 and
a net income of $521,694.  The gross profit ratio was 4.44% and net
profit ratio was 2.57%.  This indicated the gross profit margin was
very lean with the cost of sales at 95.56% of sales.  The operating
expense was relatively small indicating a well-managed team, enabling the
Company to make a profit for the year.





The high
cost of sales relates to renovation costs of new stores, rent and deposit,
development costs of new network of service locations, recruitment of personnel
for the new locations, and investment in 3G equipment and
inventory.





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 $10,803,459
and gross profit of $410,135.  The operating expense was $362,223 and
a net income of $13,828.  The gross profit ratio was 3.80% and net
profit ratio was 0.13%.  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.  The drop in sales was across all products from the
Company, with no significant emphasis on any specific product.  The
Company was able to maintain a slim profit for the twelve months by monitoring
and adjusting the level of operating expense.





Recent Trends and Future
Growth





The 3G
mobile phone services have commenced recently in PRC and coupled with the right
kind of promotions, the Company can expect substantial growth in
revenues.  Changes in the telecommunications policy in PRC directly
affect the Company’s operations.





Mobile
phone related service operation was previously established in Guangzhou city by
Guangzhou Yueshen.  The Company would like to duplicate and develop
this operation in Shenzhen city.  The Company expects to increase
sales over the next 18 months due primarily to the planned new mobile phone
related service operations in Shenzhen.





Liquidity
and Capital Resources





At
December 31, 2009, we had cash of $337,490.





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.





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.





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





Item 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.





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 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.




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 the date of this report, the name, age and
position of our sole director/executive officer.





NAME
            AGE
            SINCE
            POSITIONHenry
      Liguori
            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.





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.





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 the
date of this Report 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.





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.





Item
15. Exhibits, Financial Statement Schedules.





StatementsReport
      of Independent Registered Public Accounting FirmBalance
      Sheets at December  31, 2009 and 2008Statements
      of Operations for the years ended December 31, 2009 and
    2008Statement
      of Changes in Stockholders’ Equity for the years ended December 31, 2009
      and 2008Statements
      of Cash Flows for the years ended December 31, 2009 and
    2008Notes
      to Financial StatementsSchedulesAll
      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 Henry Liguori, pursuant to Rule 13a-14(a)
            31.1
            
            
            XCertification
      of Henry Liguori pursuant to 18 U.S.C Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002
            32.1
            
            
            X























China
Teletech Limited
 
 Consolidated
Financial Statements
 
 December
31, 2009 and 2008
 
 (Stated
in US Dollars)
 
 
 
 
 
 
 China Teletech
Limited
 
 
 Contents
              PagesReport
      of Independent Registered Public Accounting Firm
              F1Consolidated
      Balance Sheets
              F2Consolidated
      Statements of Operations
              F3Consolidated
      Statements of Changes in Stockholders’ Equity
              F4Consolidated
      Statements of Cash Flows
              F5
      – F6Notes
      to Consolidated Financial Statements
              F7
      - F22
 
 
 
 
 
 
  
 To:           The
Board of Directors and Stockholders
 China Teletech Limited
 
 
 Report of Independent
Registered Public Accounting Firm
 
 
 We have
audited the accompanying consolidated balance sheets of China Teletech Limited
as of December 31, 2009 and 2008, and the related consolidated 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.
 
 
 
 
 
 South San
Francisco,
California                                                                                                Samuel
H. Wong & Co., LLP
 March 25,
2010                                                                                                                            
Certified Public Accountants
 
 
 F1
 
 
 
 
 China
Teletech Limited
 Consolidated
Balance Sheets
 As
of December 31, 2009 and 2008
 (Stated
in US Dollars)
 
 ASSETS
              Notes
              12/31/2009
              
              12/31/2008Current
      AssetsCash
      and Cash Equivalent
              2D
              $      337,490
              
              $      709,791Short
      Term Investment
              2E
              -
              
              2,053Accounts
      Receivable
              2F,3
              -
              
              21,009Other
      Receivable
              4
              284,639
              
              -Inventory
              2G
              253,118
              
              138,151Advance
      to Suppliers
              2H
              117,007
              
              -Total Current
      Assets
              
              992,255
              
              871,004Non-Current
      AssetsOther
      Asset
              
              258
              
              -Property,
      Plant & Equipment, net
              2I,5
              28,526
              
              33,266TOTAL
      ASSETS
              
              $     1,021,039
              
              $      904,270LIABILITIESCurrent
      LiabilitiesAccounts
      Payable
              
              $         2,116
              
              $        2,234Taxes
      Payable
              
              225,197
              
              189,811Other
      Payable
              
              86,724
              
              50,949Related
      Party Payable
              6
              52,887
              
              -Accrued
      Liabilities
              
              40,000
              
              -Customer
      Deposits
              2J
              -
              
              71,511Total Current
      Liabilities
              
              406,924
              
              314,505TOTAL
      LIABILITIES
              
              $      406,924
              
              $      314,505STOCKHOLDERS' EQUITYPreferred
      Stock ($0.000 par value, 10,000,000 shares authorized, 0 share issued and
      outstanding at December 31, 2009 and 2008)
              
              $              -
              
              $             -Common
      Stock ($0.000 par value, 250,000,000 shares authorized, 240,919,945 issued
      and outstanding at December 31, 2009 and 2008)
              
              -
              
              -Additional
      Paid in Capital
              
              1,410,256
              
              1,410,256Statutory
      Reserve
              2K,5
              -
              
              -Retained
      Earnings
              
              (915,942)
              
              (929,770)Accumulated
      Other Comprehensive Income
              2L
              119,801
              
              109,279TOTAL
      STOCKHOLDERS' EQUITY
              
              614,115
              
              589,765TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              $     1,021,039
              
              $      904,270
 
 
 See
Notes to Financial Statements and Accountant’s Report
 
 F2
 
 
 
 
 China
Teletech Limited
 Consolidated
Statements of Operations
 For
the years ended December 31, 2009 and 2008
 (Stated
in US Dollars)
 
 Notes
              12/31/2009
              
              12/31/2008RevenuesSales
              2M
              $    10,803,459
              
              $  20,272,787Cost
      of Sales
              2N
              10,393,324
              
              19,371,787Gross
      Profit
              
              410,135
              
              901,000Operating ExpensesSelling
      Expenses
              2O
              49,493
              
              31,024General
      & Administrative Expenses
              2P
              312,730
              
              161,436Total Operating
      Expense
              
              362,223
              
              192,460Operating
      Income/(Loss)
              
              47,912
              
              708,540Other Income (Expenses)Other
      Income
              
              19,971
              
              -Other
      Expenses
              
              (19,266)
              
              (75)Interest
      Income
              
              73
              
              89Interest
      Expense
              
              (3)
              
              -Total Other
      Income/(Expense)
              
              775
              
              14Earnings
      before Tax
              
              48,687
              
              708,554Income
      Tax
              2S
              (34,859)
              
              (186,860)Net
      Income
              
              $        13,828
              
              $      521,694
 
 Earnings
      per shareBasic
              $          0.00
              
              $         0.00Diluted
              $          0.00
              
              $         0.00Weighted
      average shares outstandingBasic
              240,919,945
              
              240,919,945Diluted
              240,919,945
              
              240,919,945
 
 
 See
Notes to Financial Statements and Accountant’s Report
 
 F3
 
 
 
 
 
 China
Teletech Limited
 Consolidated
Statements of Changes in Stockholders’ Equity
 As
of December 31, 2009 and 2008
 (Stated
in US Dollars)
  AccumulatedNumber
              
              Number
              
              Additional
              
              
              Otherof
              Preferred
              of
              Common
              Paid
      in
              Statutory
              Retained
              ComprehensiveShares
              Stock
              Shares
              Stock
              Capital
              Reserve
              Earnings
              Income
              TotalBalance
      at January 1, 2008
              -
              -
              70,945,919
              $         -
              $         -
              $         -
              $  (1,378,516)
              $     103,713
              $
      (1,274,803)Issuance
      of Shares in Share Exchange
              
              
              170,000,000
              -
              1,410,256
              -
              -
              -
              1,410,256Net
      Income
              
              
              -
              -
              -
              -
              521,694
              -
              521,694Appropriations
      of Retained Earnings
              
              
              -
              -
              -
              -
              -
              -
              -Distribution
      of Dividends
              
              
              -
              -
              -
              -
              (72,948)
              -
              (72,948)Unrealized
      Gain/(Loss) in Investment
              
              
              -
              -
              -
              -
              -
              (9,004)
              (9,004)Foreign
      Currency Translation Adjustment
              
              
              -
              -
              -
              -
              -
              14,570
              14,570Balance
      at December 31, 2008
              -
              -
              240,919,945
              $         -
              $
      1,410,256
              $         -
              $    (929,770)
              $     109,279
              $    589,765Balance
      at January 1, 2009
              -
              -
              240,919,945
              $         -
              $1,410,256
              $         -
              $    (929,770)
              $     109,279
              $    589,765Net
      Income
              
              
              -
              -
              -
              -
              13,828
              -
              13,828Appropriations
      of Retained Earnings
              
              
              -
              -
              -
              -
              -
              -
              -Distribution
      of Dividends
              
              
              -
              -
              -
              -
              -
              -
              -Unrealized
      Gain/(Loss) in Investment
              
              
              -
              -
              -
              -
              -
              9,004
              9,004Foreign
      Currency Translation Adjustment
              
              
              -
              -
              -
              -
              -
              1,518
              1,518Balance
      at December 31, 2009
              -
              -
              240,919,945
              $         -
              $
      1,410,256
              $         -
              $    (915,942)
              $     119,801
              $    614,115
 
 Comprehensive
      Income12/31/2008
              12/31/2009
              Accumulated TotalNet
      Income
              $              521,694
              $            13,828
              $           535,522Unrealized
      Gain/(Loss) in Investment
              (9,004)
              9,004
              -Foreign
      Currency Translation Adjustment
              14,570
              1,518
              16,088$              527,260
              $             24,350
              $           551,610
 
 See
Notes to Financial Statements and Accountant’s Report
 
 F4
 
 
 
 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
      Received from Customers
              $   10,468,317
              
              $   20,335,516Cash
      Paid to Suppliers & Employees
              (10,878,471)
              
              (19,493,098)Interest
      Received
              73
              
              89Interest
      Paid
              (3)
              
              -Taxes
      Paid
              19
              
              (186,860)Miscellaneous
      Receipts
              19,971
              
              -Cash
      Sourced/(Used) in Operating Activities
              (390,095)
              
              655,647Cash Flows from Investing
      ActivitiesProceeds
      from sale of Short Term Investment
              15,950
              
              (2,054)Purchases
      of Property, Plant, and Equipment
              (24,947)
              
              (4,364)Proceeds
      of Disposal Assets
              16,527
              
              -Proceeds
      of Other Asset Deposit
              (258)Cash
      Used/(Sourced) in Investing Activities
              (7,272)
              
              (6,418)Cash Flows from Financing
      ActivitiesProceeds
      from Issuance of Common Stock
              -
              
              -Distribution
      of Dividends
              -
              
              (72,948)Cash
      Sourced/(Used) in Financing Activities
              -
              
              (72,948)Net
      Increase/(Decrease) in Cash & Cash Equivalents for the
      Year
              (382,823)
              
              576,281Effect
      of Other Comprehensive Income
              10,522
              
              5,567Cash
      & Cash Equivalents at Beginning of Year
              709,791
              
              127,943Cash
      & Cash Equivalents at End of Year
              $      337,490
              
              $      709,791
 
 See
Notes to Financial Statements and Accountant’s Report
 
 F5
 
 
 
 
 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
              $       13,828
              
              $    521,694Adjustments
      to Reconcile Net Income toNet
      Cash Provided by Cash Activities:Loss
      on Sale of Short Term Investment
              (13,896)
              
              -Depreciation
              9,459
              
              15,650Net
      Loss on Disposal of Property, Plant
      and   Equipment
              3,700
              
              -Decrease/(Increase)
      in Accounts Receivable
              21,009
              
              (21,009)Decrease/(Increase)
      in Other Receivable
              (137,474)
              
              66,294Decrease/(Increase)
      in Inventory
              (114,968)
              
              (71,795)Decrease/(Increase)
      in Advance to Suppliers
              (117,007)
              
              16,460Increase/(Decrease)
      in Accounts Payable
              (118)
              
              (748)Increase/(Decrease)
      in Taxes Payable
              35,386
              
              189,807Increase/(Decrease)
      in Other Payable
              35,775
              
              (78,150)Increase/(Decrease)
      in Related Party Payable
              52,887
              
              -Increase/(Decrease)
      in Accrued Liabilities
              40,000
              
              -Increase/(Decrease)
      in Customer Deposits
              (71,511)
              
              17,444Total
      of all adjustments
              (403,923)
              
              133,953$    (390,095)
              
              $    655,647
 
 
 F6
 
 
 
 
 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 was formerly a subsidiary of Wavelit, Inc., a Nevada corporation. 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 70,919,945
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 170,000,000 shares of common stock to the shareholders of BVI for 100% of the
outstanding stock of BVI.
 
 The
Company has accounted for the shares exchange transaction between itself and the
BVI as a recapitalization of BVI where the Company (the legal acquirer) is
considered the accounting acquiree and China Teletech Limited (the legal
acquiree) is considered the accounting acquirer. Accordingly, the financial data
included in the accompanying consolidated financial statements is that of the
accounting acquirer BVI.  The historical stockholders’ equity of the
accounting acquirer prior to the share exchange has been retroactively restated
as if the share exchange transaction occurred as of the beginning of the first
period presented.  Any assets or liabilities of the Company prior to
the share exchange transaction were immaterial. The Company is deemed to be a
continuation of the business of BVI.
 
 In
accordance to accounting for variable interest entities, BVI wholly owns
Shenzhen Rongxin Investment Co., Ltd. (“Shenzhen Rongxin”), a company domiciled
in the People’s Republic of China.  BVI has entered into four
agreements with Mr. Liu Dong and Mr. Zhao Yuan whom beneficially own Shenzhen
Rongxin 51% and 49%, respectively.  The four agreements between BVI
and Mr. Zhao Yuan and Mr. Liu Dong are as follows:
 
 (1).           Entrusted
Management Agreement
 
 Mr. Liu
Dong and Zhao Yuan will entrust to BVI the complete and exclusive right to
manage the operations of Shenzhen Rongxin.
 
 (2).           Exclusive
Option Agreement
 
 
 F7
 
 
 
 
 
 Mr. Liu
Dong and Zhao Yuan will grant BVI the exclusive right to purchase all the assets
and the business of Shenzhen Rongxin whenever legally possible under PRC
laws.
 
 (3).           Shareholders'
Voting Proxy Agreement
 
 Mr. Liu
Dong and Zhao Yuan will give the right to BVI to appoint designees to vote on
shareholders matters on behalf of the owners of Shenzhen Rongxin.
 
 (4).           Shares
Pledge Agreement
 
 Shenzhen
Rongxin will intend to sell it assets to BVI; however, before such transactions
can be realized under PRC laws, in order to protect the interest of the
shareholders of BVI, the owners of Shenzhen Rongxin will pledge all their
ownership to BVI.
 
 BVI has
entered into four agreements with Shanghai Classic Group Limited (“Shanghai
Classic”), an investment holding company incorporated in the British Virgin
Island.  Shanghai classic wholly owns Guangzhou Yueshen Taiyang
Network and Technology Co., Ltd. (“Guangzhou Yueshen”), a company domiciled in
the People’s Republic of China. The four agreements are detailed
below.
 
 (1).           Entrusted
Management Agreement
 
 Shanghai
Classic Group Limited will entrust to BVI, the complete and exclusive right to
manage the operations of Guangzhou Yueshen.
 
 (2).           Exclusive
Option Agreement
 
 Shanghai
Classic Group Limited will grant BVI the exclusive right to purchase all the
assets and the business of Guangzhou Yueshen whenever legally possible under PRC
laws.
 
 (3).           Shareholders'
Voting Proxy Agreement
 
 Shanghai
Classic Group Limited will give the right to BVI to appoint designees to vote on
shareholders matters on behalf of the owners of Guangzhou Yueshen.
 
 (4).           Shares
Pledge Agreement
 
 Shanghai
Classic Group Limited will intend to sell its assets to China Teletech Limited;
however, before such transactions can be realized under PRC laws, in order to
protect the interest of the shareholders of BVI, the Shanghai Classic Group
Limited will pledge all its ownership to BVI
 
 
 F8
 
 
 
 
 
 BVI has
accounted for Shenzhen Rongxin as wholly owned subsidiary under the rules of
accounting for variable interest entities.
 
  Under the
foregoing agreements between BVI and the owners of Shenzhen Rongxin and
Guangzhou Yueshen, and the anticipated share exchange between the Company and
BVI, the will effectively take on all the rights and privileges of beneficial
ownerships of Shenzhen Rongxin and  Guangzhou Yueshen.
  
  Business
 
 The
Company will conduct its primary business operations through its indirectly
wholly owned operating subsidiaries: (a) Shenzhen Rongxin and (b) Guangzhou
Yueshen.
 
 Shenzhen
Rongxin’s primary business is the wholesale and distribution of mineral
water.  Shenzhen Rongxin is the exclusive supplier of Tibet Glacial
5100 spring water to the Guangdong Province of PRC, which currently has a
population of approximately 110 million people.
 
 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 the PRC.  Guangzhou Yueshen sells to
wholesalers, retailers, and end users.
 
 
 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.
 
 (B)
              Consolidation
 
  The
consolidated financial statements include all the accounts of the Company and
its two wholly-owned subsidiaries. Inter-company transactions, such as sales,
cost of sales, due to/due from balances, investment in subsidiaries, and
subsidiaries’ capitalization have been eliminated.
   As of
December 31, 2008, the detailed identities of the consolidated subsidiaries are
as follows:-
  
  
 
 F9
 
 
 
 
 
 Name of Entities
              Date
      ofIncorporation
              Place
      ofIncorporation
              Attributable
      Equity Interest
              Registered CapitalSierra
      Vista Group Limited
              1/20/2008
              BVI
              100%
              USD
      10Shenzhen
      Rongxin
              11/21/1996
              PRC
              100%
              RMB
      10,000,000Guangzhou
      Yueshen
              4/19/2004
              PRC
              100%
              HKD
      1,200,000
 
 (C)
              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.
  
 (D)
              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.
  
 (E)
              Investment
      in Equity Securities
 
  The cost
method of accounting is used to account for the Company’s investment in equity
securities for which the Company had less than 20% controlling equity interest.
Controlling equity interest for the Company is typically a position of more than
50% beneficial ownership.
 
 In the
consolidated balance sheets, investments in equity securities are stated at
their fair market value. Any unrealized gain or loss are reported on the
consolidated statements of stockholders’ equity.
  
  (F)
              Accounts
      Receivable – Trade
 
  Trade
receivables are recognized and carried at the original invoice amount less
allowance for any uncollectible amounts. An allowance for doubtful accounts is
made when recovery of the full amount is doubtful.
  
  (G)
              Inventories
 
  Inventories
are stated at the lower of cost or market value. Cost is computed using the
first-in, first-out method and includes all costs of purchase and other costs
incurred in bringing the inventories to their present location and condition.
Market
 
 F10
 
 
 
 
 
 value is
determined by reference to the sales proceeds of items sold in the ordinary
course of business or estimates based on prevailing market conditions. The
inventories include bottles of mineral water, prepaid mineral water cards,
rechargeable phone cards, prepaid subway tickets, and mobile
phones.
  
 (H)
              Advances
      to Suppliers
 
  Advances
to suppliers represent the cash paid in advance for the purchase of goods. The
advances to suppliers are interest free and unsecured.
  
 (I)
              Property,
      Plant, and Equipment
 
  Property,
plant, and equipment are stated at cost.  Repairs and maintenance to
these assets are charged to expense as incurred; major improvements enhancing
the function and/or useful life are capitalized.  When items are sold
or retired, the related cost and accumulated depreciation are removed from the
accounts and any gains or losses arising from such transactions are
recognized.
 Property,
plant, and equipment are depreciated using the straight-line method over their
estimated useful life with a 10% salvage value.  Their useful lives
are as follows:
  
 Fixed Assets Classification
              Useful LivesOffice
      Equipment
              3
      YearsFurniture
      & Fixture
              3
      YearsMotor
      Vehicles
              10
      Years
 
  (J)
              Customer
      Deposits
 
 Customer
Deposit represents the money the Company has received from customers in advance
for the purchase of goods. The Company considers customer deposits as a
liability until the title of goods have been transferred at which point the
balance will be credited to sales revenue.
 
 (K)
              Statutory
      Reserve
 
  Statutory
reserve refer to the amount appropriated from the net income in accordance with
laws or regulations, which can be used to recover losses and increase capital,
as approved, and, are to be used to expand production or operation. PRC laws
prescribe that an enterprise operating at a profit, must appropriate, on an
annual basis, from its earnings, an amount to the statutory reserve to be used
for future company development. Such an appropriation is made until the reserve
reaches a maximum equalling 50% of the enterprise’s capital.
  
 
 F11
 
 
 
 
 
 (L)
              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.  The Company’s
current components of other comprehensive income are unrealized gain or loss in
investment and the foreign currency translation adjustment.
  (M)
              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. Revenue from the sale of Yueshen’s
products is recognized on the transfer of risk and ownership, which generally
coincides with the time when the goods are delivered to customers and the titles
have been passed. Prepayments by customer for phone cards, subway tickets and
cellular phone are presented as customer deposit.
   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.
 
 (N)
              Cost
      of Sales
 
  Guangzhou
Yueshen’s cost of sales is primarily comprised of cost of goods, and other
purchasing and receiving overhead costs.
  Shenzhen
Rongxin’s cost of sales consists of cost of mineral water, inbound freight,
warehouse cost, and outbound freight.
   (O)
              Selling
      Expenses
 
  Selling
expenses include outbound freight, salaries of the sales force, client
entertainment, commissions, advertising, and office rental
expenses.
  
  
 
 F12
 
 
 
 
 
 (P)
              General
      & Administrative Expenses
 
 General
and administrative expenses comprised of executive compensation, general
overhead such as the finance department and administrative staff, depreciation
expenses, travel and lodging, meals and entertainment, utility, and research and
development expenses.
 
 (Q)
              Advertising
      Expense
 
 Costs
related to advertising and promotion expenditures are expensed as incurred
during the year.  Advertising costs are charged to selling
expense
  
  (R)
              Retirement
      Benefits
 
  Full-time
employees of the Company are entitled to staff welfare benefits including
Medicare, welfare subsidies, unemployment insurance, and pension benefits
through a PRC government-mandated multi-employer defined contribution plan. The
Company is required to accrue for these benefits based on certain percentages of
the employees’ salaries. Costs related to the retirement benefits are charged to
the Company’s statements of operations as incurred.
  
 (S)
              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.
 
 In
respect of the Company and its subsidiaries domiciled and operated in the
British Virgin Islands and People’s Republic of China, the taxation of these
entities are summarized below:
 
 Entities
              Countries of Domicile
              Income Tax RateChina
      Teletech Limited
              USA
              0.00%
      - 39.00%China
      Teletech Limited
              BVI
              0.00%Shenzhen
      Rongxin
              PRC
              25.00%Guangzhou
      Yueshen
              PRC
              25.00%
 
 
 
 F13
 
 
 
 
 
 (T)
              Foreign
      Currency Translation
 
  The
Company’s two operating subsidiaries Shenzhen Rongxin and Guangzhou Yueshen
maintain their financial statements in the functional currency, which is the
Renminbi (RMB). Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency at
rates of exchange prevailing at the balance sheet dates. Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchanges rates prevailing at the dates of the
transaction.  Exchange gains or losses arising from foreign currency
transactions are included in the determination of net income for the respective
periods.
  For
financial reporting purposes, the financial statements of Shenzhen Rongxin and
Guangzhou Yueshen, which are prepared using the functional currency, have been
translated into United States dollars.  Assets and liabilities are
translated at the exchange rates at the balance sheet dates and revenue and
expenses are translated at the average exchange rates, and stockholders’ equity
is translated at historical exchange rates. Translation adjustments are not
included in determining net income but are included in foreign exchange
adjustment to other comprehensive income, a component of stockholders’
equity.
  Exchange Rates
              2009
              2008Year
      end RMB : US$ exchange rate
              6.8372
              6.8542Average
      yearly RMB : US$ exchange rate
              6.8409
              6.9623Year
      end HKD : US$ exchange rate
              7.7551
              7.7507Average
      yearly HKD : US$ exchange rate
              7.7522
              7.7874
 
 (U)
              Recent
      Accounting Pronouncements
 
  In
February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities Including an Amendment of FASB Statement No.
115 (" SFAS 159"). SFAS 159 permits entities to choose to measure many financial
instruments and certain other items at fair values.  SFAS 159 is
effective for fiscal years after November 15, 2007.
 
 In December 2007, the Financial
Accounting Standards Board issued FASB Statement No. 141 (Revised 2007),
Business Combinations (“SFAS 141R”).  SFAS 141R provides additional
guidance on improving the relevance, representational faithfulness, and
comparability of the financial information that a reporting entity provides in
its financial reports about a business combination and its effects.  This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008.
 
  
 
 F14
 
 
 
 
 
 In
December 2007, the Financial Accounting Standards Board issued FASB Statement
No. 160, Noncontrolling
Interests in Consolidated Financial Statements—an amendment of ARB No. 51(“SFAS 160”).  SFAS 160 amends ARB No. 51 to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary.  This Statement is
effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2008.
  In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133"
("SFAS 161"). SFAS 161 applies to all derivative instruments and
related hedged items accounted for under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities"
("SFAS 133").  SFAS 161 requires entities to provide greater
transparency about (a) how and why an entity uses derivative instruments,
(b) how derivative instruments and related hedged items are accounted for
under SFAS 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity's financial position,
results of operations and cash flows.  SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008.
 
 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
 
 F15
 
 
 
  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 these seven standards
will have a material impact on these consolidated financial
statements.
 
 
 3.
              Accounts
      Receivable
 
 Accounts receivable at December 31,
consisted of the following:-
 
 12/31/2009
              
              12/31/2008Accounts
      Receivable - Trade
              $         -
              
              $    21,009Less: Allowance for
      Doubtful Accounts
              
              
              -Net
      Accounts Receivable
              $         -
              
              $    21,009
 
 Aging Analysis
              12/31/2009
              
              12/31/20080-30
      Days
              $           -
              
              $           -30-60
      Days
              -
              
              21,009Over
      60 Days
              -
              
              -$           -
              
              $     21,009
 
 
 4.
              Other
      Receivable
 
  12/31/2009
              
              12/31/2008Shenzhen
      Shengqing Technology Co., Ltd.
              $      11,862
              
              $         -Beijing
      Xin Century Co., Ltd.
              1,936
              
              -Tangcheng
      Longsheng Cell Phone Co., Ltd.
              3,803
              
              -Mr.
      Xu
              119,874
              
              -JinJing
      Co., Ltd.
              105,306
              
              -Shenzhen
      Ziyang Investment Consultant Co., Ltd.
              41,859
              
              -$    284,639
              
              $         -
 
  All the
loans to above were unsecured and interest free.
  
 
 F16
 
 
 
 5.
              Property, Plant, and
      Equipment
 
  Accumulated12/31/2009
              Cost
              
              Depreciation
              
              NetOffice
      Equipment
              $            -
              
              $           -
              
              $          -Furniture
      & Fixture
              14,622
              
              (10,960)
              
              3,662Motor
      Vehicles
              24,864
              
              -
              
              24,864$      39,486
              
              $   (10,960)
              
              $    28,526Accumulated12/31/2008
              Cost
              
              Depreciation
              
              NetOffice
      Equipment
              $       4,083
              
              $    (3,874)
              
              $       209Furniture
      & Fixture
              34,352
              
              (20,927)
              
              13,425Motor
      Vehicles
              30,974
              
              (11,342)
              
              19,632$      69,409
              
              $   (36,143)
              
              $    33,266
 
 
 6.
              Related Party
      Payable
 
 Related
party payable $52,887 consisted of $7,835 and $45,052 payables to the owners of
Shenzhen Rongxin Mr. Liu Dong’s brother Mr. Liu Yong and Mr. Zhao Yuan
respectively. The outstanding payables do not bear any interest or collateral.
There is no impact to the Company’s earnings for the year ended December 31,
2009.
 
 
 
 
 F17
 
 
 
  7.
              Statutory Reserve
      Commitment
 
 In
compliance with PRC laws, the Company is required to appropriate a portion of
its net income to its statutory reserve up to a maximum of 50% of an
enterprise’s registered capital in the PRC.  The Company had future
unfunded commitments, as provided below.
 
 12/31/2009
              
              12/31/2008PRC
      Subsidiaries Registered CapitalShenzhen
      Rongxin
              $  1,206,753
              
              $  1,206,753Guangzhou
      Yueshen
              153,502
              
              153,502Statutory
      Reserve Ceiling based  on 50% of PRC
      Registered  Capital
              680,128
              
              680,128Less: Retained Earnings
      appropriated to Statutory  Reserve
              -
              
              -Reserve
      Commitment Outstanding
              $    680,128
              
              $    680,128
 
 
 
 F18
 
 
 
  8.
              Operating
      Segments
 
 The
Company individually tracks the performance of its operating subsidiaries
Shenzhen Rongxin and Guangzhou Yueshen. Shenzhen Rongxin’s business activities
involve the trading of mineral water and wines. Guangzhou Yueshen is primarily
engaged in distribution of prepaid phone cards and subway tickets.
 
 Below is
a presentation of the Company’s financial position and operation results for its
operating subsidiaries as of December 31, 2009 and 2008, and for the years then
ended.
 
 Financial
      PositionAs
      of12/31/2009
              Phone Card
              
              Subway Card
              
              Water
              
              Wine
              
              Mobile Phone
              
              TotalCurrent
      Assets
              $   386,451
              
              $   165,622
              
              $  121,881
              
              $   317,118
              
              $     1,183
              
              $   992,255Non-Current
      Assets
              11,210
              
              4,804
              
              3,536
              
              9,199
              
              34
              
              28,784Total
      Assets
              397,661
              
              170,426
              
              125,416
              
              326,318
              
              1,217
              
              1,021,039Current
      Liabilities
              158,484
              
              67,922
              
              49,983
              
              130,050
              
              485
              
              406,924Non-Current
      Liabilities
              -
              
              -
              
              -
              
              -
              
              -
              
              -Total
      Liabilities
              158,484
              
              67,922
              
              49,983
              
              130,050
              
              485
              
              406,924Net
      Assets
              239,178
              
              102,505
              
              75,433
              
              196,267
              
              732
              
              614,115Total
      Liabilities&
      Net Assets
              $   397,661
              
              $   170,426
              
              $  125,416
              
              $   326,318
              
              $     1,217
              
              $
      1,021,039
 
 Results
      of OperationsFor
      the year ended12/31/2009
              Phone Card
              
              Subway Card
              
              Water
              
              Wine
              
              Mobile Phone
              
              TotalRevenue
              $  7,057,398
              
              $  3,024,599
              
              $  212,380
              
              $   450,626
              
              $   58,455
              
              $
      10,803,459Cost
      of Goods sold
              6,897,664
              
              2,956,142
              
              162,002
              
              319,550
              
              57,966
              
              10,393,324Gross
      Profit
              159,734
              
              68,458
              
              50,378
              
              131,077
              
              489
              
              410,135Operating
      Expense
              (141,074)
              
              (60,460)
              
              (44,493)
              
              (115,764)
              
              (432)
              
              (362,223)Operating
      Profit
              18,660
              
              7,997
              
              5,885
              
              15,312
              
              57
              
              47,912Other
      Income
              302
              
              129
              
              95
              
              248
              
              1
              
              775Earnings
      before Tax
              18,962
              
              8,127
              
              5,980
              
              15,560
              
              58
              
              48,687Income
      Tax Expense
              (13,576)
              
              (5,818)
              
              (4,282)
              
              (11,141)
              
              (42)
              
              (34,859)Net
      Income
              $    5,386
              
              $     2,308
              
              $     1,699
              
              $     4,419
              
              $      16
              
              $   13,828
 
 
 F19
 
 
 
  
 Financial
      PositionAs
      of12/31/2008
              Phone Card
              
              Subway Card
              
              Water
              
              Wine
              
              Mobile Phone
              
              TotalCurrent
      Assets
              $    322,927
              
              $    31,311
              
              $  516,766
              
              $       -
              
              $        -
              
              $  871,004Non-Current
      Assets
              12,333
              
              1,196
              
              19,737
              
              -
              
              -
              
              33,266Total
      Assets
              335,260
              
              32,507
              
              536,503
              
              -
              
              -
              
              904,270Current
      Liabilities
              116,604
              
              11,306
              
              186,596
              
              -
              
              -
              
              314,505Non-Current
      Liabilities
              -
              
              -
              
              -
              
              -
              
              -
              
              -Total
      Liabilities
              116,604
              
              11,306
              
              186,596
              
              -
              
              -
              
              314,505Net
      Assets
              218,657
              
              21,201
              
              349,907
              
              -
              
              -
              
              589,765Total
      Liabilities&
      Net Assets
              $   335,260
              
              $    32,507
              
              $  536,503
              
              $       -
              
              $        -
              
              $  904,270
 
 Results
      of OperationsFor
      the year ended12/31/2008
              Phone Card
              
              Subway Card
              
              Water
              
              Wine
              
              Mobile Phone
              
              TotalRevenue
              $18,056,300
              
              $    673,716
              
              $  1,542,771
              
              $        -
              
              $        -
              
              $
      20,272,787Cost
      of Goods sold
              17,722,252
              
              641,327
              
              1,008,208
              
              -
              
              -
              
              19,371,787Gross
      Profit
              334,048
              
              32,389
              
              534,563
              
              -
              
              -
              
              901,000Operating
      Expense
              (71,355)
              
              (6,918)
              
              (114,186)
              
              -
              
              -
              
              (192,460)Operating
      Profit
              262,693
              
              25,470
              
              420,377
              
              -
              
              -
              
              708,540Other
      Income
              5
              
              1
              
              8
              
              -
              
              -
              
              14Earnings
      before Tax
              262,698
              
              25,471
              
              420,385
              
              -
              
              -
              
              708,554Income
      Tax Expense
              (69,279)
              
              (6,717)
              
              (110,864)
              
              -
              
              -
              
              (186,860)Net
      Income
              $      193,419
              
              $     18,754
              
              $   309,521
              
              $        -
              
              $        -
              
              $  521,694
 
 The
Company’s chief operating decision maker determines performance based on net
income. Because the effect of income tax on each segment bears great importance,
decision maker will pay attention to income tax.
 
 
 F20
 
 
 
  9.
              Concentration of
      Risk
 
 Shenzhen
Rongxin is subject to supply shortage risk because it purchases of mineral water
for resale is sourced from a single vendor, Tibet Glacial Mineral Water Co.,
Ltd. (“Tibet Glacial”). On October 8, 2007, Shenzhen Rongxin entered into
purchase agreement whereby Tibet Glacial would provide spring water at fixed
price until January 1, 2009 and in return, Shenzhen Rongxin needed to consume no
less than 140,000 trunks of bottle water per year. However, the Company’s
operation result is correlated with Tibet Glacial’s availability to
supply.
 
 
 10.
              Economic, Political,
      and Legal Risks
 
  The
Company’s operations in the PRC are subject to special considerations and
significant risks not typically associated with companies in 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.
 
 
 11.
              Spin-off
 
  Stream
Horizons Studio, Inc. was engaged in the production of video for broadcast over
the internet. The following tabulation summarizes its financial position and
operation result as of and for the period ended July 31, 2009 following the
spin-off from Wave-lit, Inc.
  
 Stream
      Horizons Studio, Inc.Condensed
      Balance Sheet
              
              Condensed
      Statement of IncomeAssets
              
              
              Sales
      revenue
              $             -Current
      assets
              $              -
              
              Cost
      of sales
              -Non-current
      assets
              -
              
              Gross
      Profit
              -Total
      assets
              -Other
      income
              757,095LiabilitiesCurrent
      liabilities
              -
              
              Income
      tax
              -Total
      liabilities
              -Net
      Income
              $      757,095
 
 
 F21
 
 
 
 
 
 Stockholders' EquityCommon
      Stock
              $               -Additional
      Paid in Capital
              89,111Accumulated
      Other Comprehensive Income
              148,551Retained
      Earnings
              (237,662)Total
      Stockholders' Equity
              $-
 
 For the
purpose of the presentation of the financial statements of Company as a
continuation of business under BVI, the Company has not included the results of
operations for Stream Horizon up to and the end of July 31 2009 as shown
above.
 
 
 F22
 
 
 
 
 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.








CHINA
      TELETECH LIMITED
              
              /s/  Henry Liguori
              By:  Henry
      Liguori
              Its:   President








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/  Henry Liguori
              By:  Henry
      Liguori
            
            Chief
      Executive Officer
              Chief
      Financial Officer
              Principal
      Accounting Officer
            
            June  8,
      2010