UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549










x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2011





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


(Exact name of registrant as specified in Charter)





Nevada

333-144228

20-5548974(State or other jurisdiction of

incorporation or organization)

(Commission File No.)

(IRS Employee Identification No.)





136-20 38th Ave. Unit 3G


Flushing, NY 11354


(Address of Principal Executive Offices)








718-395-8706


(Issuer Telephone number)








Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes   ̈  No  ̈




Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one)




Large accelerated filer             ̈
Accelerated filer  ̈Non-accelerated filer               ̈
Smaller reporting company x





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





State the number of shares outstanding of each of the issuer’s classes of common equity, as of  August 18, 2011: 33,110,148 shares of common stock.








AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


FORM 10-Q


June 30, 2011


INDEX





PART I— FINANCIAL INFORMATIONItem 1.
Financial Statements
3Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4Item 3.
Quantitative and Qualitative Disclosures About Market Risk
6Item 4.
Control and Procedures
6PART II— OTHER INFORMATIONItem 1
Legal Proceedings
9Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
9Item 3.
Defaults Upon Senior Securities
9Item 4.
(Removed and Reserved)
9Item 5.
Other Information
9Item 6.
Exhibits
9SIGNATURES

10


2





ITEM 1. Financial Information





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.





FINANCIAL STATEMENTS
Page #Condensed Consolidated Balance Sheets as of June 30, 2011 (Unaudited) and December 31, 2010
F-1Condensed Consolidated Statements of Operations for the six months ended June 30, 2011 and 2010 (Unaudited)
F-2Consolidated Statements of Stockholders’ Equity as of for the six months ended June 30, 2011
F-3Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2011 and 2010 (Unaudited)
F-4Notes to the Financial Statements (Unaudited)
F-5 – F-14


3


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


CONSOLIDATED BALANCE SHEETS





June 30,


December 31,2011


2010AssetsCurrent AssetsCash and cash equivalents


281,214



655,640Accounts receivable, net


4,842,575



198,239Prepaid construction costs


19,109,552



18,718,399Notes receivable for stock subscription


510,000



510,000Due from a shareholder


649,913



-Due from related parties


372,099



-Other current assets


143,181



38,16525,908,534



20,120,443Property, plant and equipment


4,952,809



4,857,036Deposits for acquisition of a land use right


1,701,733



1,668,740Total Assets


32,563,076



26,646,219Liabilities and Stockholders' EquityCurrent LiabilitiesAccounts payable


14,739,268



10,458,783Accounts payable- related parties


-



792,457Accrued expenses


1,516,564



382,751Income tax payable


950,562



3,757,791Due to related parties


191,242



178,055Due to a shareholder


-



107,922Total liabilities


17,397,636



15,677,759Stockholders' EquityCommon stock, $0.001 par value, 394,500,000 shares authorized,33,110,148 and 32,010,148 fully-paid shares issued andoutstanding as of June 30, 2011 and December 31, 2010 respectively


33,110



32,0100 and 1,100,000 unpaid shares issued and outstanding as ofJune 30, 2011 and December 31, 2010 respectively


-



1,100Preferred stock, $0.001 par value, 5,500,000 shares authorized, 0 shares issued and outstanding


-



-Additional paid-in capital


926,890



926,890Accumulated other comprehensive income


586,218



261,489Retained earnings


13,619,222



9,746,971Total stockholders' equity


15,165,440



10,968,460Total Liabilities and Stockholders' Equity


32,563,076



26,646,219





The Accompanying Notes are an integral part of the Financial Statements.


F-1





AMERICAN JIANYE GREENTECH HOLDINGS LTD.


CONSOLIDATED STATEMENTS OF OPERATIONS





For the six months EndedJune 30, 2011


June 30, 2010Sales

$
33,697,342


$
32,571,833Cost of sales


(28,174,496
)


(28,105,265
)Gross profit


5,522,846



4,466,568Operating expenses:Selling, general and administrative


(289,184
)


(164,081
)Income from operations


5,233,662



4,302,487Provision for income taxes


(1,361,414
)


(1,094,039
)Net Income


3,872,251



3,208,448Other comprehensive incomeForeign currency translation adjustment


324,729



13,489Comprehensive income

$
4,196,980


$
3,221,937Net Income Per Share-Basic and Diluted

$
0.12


$
0.10Weighted Average Shares Outstanding:Basic and Diluted


33,110,148



31,100,770





The Accompanying Notes are an integral part of the Financial Statements.


F-2





AMERICAN JIANYE GREENTECH HOLDINGS LTD.


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


FOR THE SIX MONTHS ENDED JUNE 30, 2011





Additional


OtherCommon Stock


Paid-in


Comprehensive


RetainedShare


Amount


Capital


Income


Earnings


TotalBalance, December 31, 2010


33,110,148


$
33,110


$
926,890


$
261,489


$
9,746,971


$
10,968,460Net income for the period ended June 30, 2011


-



-



-



-



3,872,251



3,872,251Foreign currency translation adjustments


-



-



-



324,729



-



324,729Balance, June 30, 2011


33,110,148


$
33,110


$
926,890


$
586,218


$
13,619,222


$
15,165,440





The Accompanying Notes are an integral part of the Financial Statements.


F-3


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


CONSOLIDATED STATEMENTS OF CASH FLOWS





For the six Months EndedJune 30, 2011


June 30, 2010Cash flows from operating activitiesNet income

$
3,872,251


$
3,208,448Adjustments to reconcile net income to net cash used in operating activities:Depreciation expense


253



4,784Changes in assets and liabilities:Accounts receivable


(4,623,965
)


(2,367,633
)Increase in prepayment


(20,800
)Other current assets


(102,922
)


(67,255
)Other deposits


-



(14,055
)Accounts payable


3,223,590



(471,110
)Accrued expenses


1,112,349



-Decrease in other current liabilities


-



141,969Income tax payable


(2,844,473
)


1,680,259Net cash provided by (used in)operating activities


616,283



2,115,407Cash flows from investing activitiesPurchases of property, plant and equipment


-



(1,830,370
)Net cash used in investing activities


-



(1,830,370
)Cash flows from financing activitiesAdvances from/(to) related parties


(357,772
)


(2,245,564
)Amounts due from/(to) shareholders


(751,245
)


2,031,581Net cash generated from (used in) financing activities


(1,109,017
)


(213,983
)Net increase (decrease) in cash and cash equivalents


(492,734
)


71,054Effect of exchange rate changes on cash and cash equivalent


118,308



(2,392
)Cash and cash equivalentsBeginning


655,640



80,366Ending

$
281,214


$
149,028Supplemental disclosure of cash flowsCash paid during the period for:Interest paid


-



-Income tax

$
1,848,077


$
372,598





The Accompanying Notes are an integral part of the Financial Statements.


F-4


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


June 30, 2011





NOTE 1-  NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES





Nature of operations





American Jianye Greentech Holdings, Ltd. (the ‘Company” or “American Jianye”) was originally incorporated on August 30, 2006, in the State of Nevada as Gateway Certifications, Inc.





On November 13, 2009, the Company entered into and completed the transactions contemplated under a Share Exchange Agreement (the “Exchange Agreement”) with each of the shareholders (the “Shareholders”) of Jianye Greentech Holdings, Ltd., a British Virgin Islands corporation (”Jianye”), pursuant to which the Company acquired from the Shareholders all issued and outstanding shares of Jianye’ common stock in consideration for the issuance of an aggregate of 3,548,796 shares of the Company common stock (the "Share Exchange") (the “Merger”).





The Share Exchange resulted in a change in control of the Company with the Shareholders owning 3,548,796 shares of common stock of the Company out of a total of 3,941,796 issued and outstanding shares after giving effect to the Share Exchange. As a result of the Exchange Agreement, (i) Jianye became a wholly-owned subsidiary of the Company and (ii) the Company succeeded to the business of Jianye as its sole business. Accordingly, the Company changed its name to American Jianye Greentech Holdings, Ltd. The Company also effectuated a forward-split of its common stock on a 7.89-for-1 basis. The Merger will be accounted for as a reverse merger to be reflected as a recapitalization with Jianye as the accounting acquirer.





Jianye Greentech Holdings Ltd (“Jianye BVI”) was incorporated on April 17, 2008 under the laws of British Virgin Islands. Jianye BVI is a holding company that owns 100% of Hong Kong Jianye Greentech Holdings Limited (“Jianye Hong Kong”), a corporation incorporated on May 2, 2008 under the laws of Hong Kong. Jianye BVI and Jianye Hong Kong currently have no operations and operate as investment holding companies.





On September 28, 2009, Jianye Hong Kong established Heilongjian New Jianye New Clean Fuel Marketing Ltd. (“Jianye China”), a wholly owned subsidiary in China, with registered capital of US$50,000. As a result, Jianye BVI owns 100% of the equity of Jianye China through Jianye Hong Kong. Jianye China’s primary business is to distribute ethanol and methanol as alternative fuel for automobile use.





On November 2009, the Company changed its name to American Jianye Greentech Holdings, Ltd. to more accurately reflect the business it intends to enter subsequent to the merger with Gateway and will focus its efforts for growth in the area of ethanol and methanol fuel.





Basis of presentation





The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America.





On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (“FASB”) to the authoritative hierarchy of GAAP.  These changes establish the FASB Accounting Standards Codification (“ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions (“FSP”), or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates (“ASUs”).  ASUs will not be authoritative in their own right as they will only serve to update the ASC.  These changes and the ASC itself do not change GAAP.  Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company’s consolidated financial statements.


F-5





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


June 30, 2011





Basis of Consolidation





The consolidated financial statements include the accounts of American Jianye Greentech Holdings, Ltd and its wholly owned subsidiaries.  All significant intercompany accounts and transactions are eliminated.





Name of Company

Place of

incorporation

Attributable

interestJianye Greentech Holdings, Ltd.

British Virgin Islands


100
%Hong Kong Jianye Greentech Holding Limited

Hong Kong


100
%Heilongjian Jianye New Clean Fuel Marketing Co. Ltd.

PRC


100
%





Use of Estimates





The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.





Foreign Currency Translation





The Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency, while its functional currency is Chinese Renminbi (RMB). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.





In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into US $  using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period.  Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.





Below is a table with foreign exchange rates used for translation:





June 30,

2011Six months end RMB : USD exchange rate


6.4640Average Six months RMB : USD exchange rate


6.5482Average Three months RMB : USD exchange rate


6.5074


F-6


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


June 30, 2011





Segment Reporting





The Company determines and discloses its segments in accordance with ASC 280, Segment Reporting. The Company’s management reporting structure provided for only one segment in 2011 and 2010 and accordingly, no separate segment information is presented.





Revenue Recognition





Revenues represent the invoiced value of goods sold recognized upon the shipment of goods to customers. Revenues are recognized when all of the following criteria are met:





o
persuasive evidence of an arrangement exists;


o
delivery has occurred or services have been rendered;


o
the seller’s price to the buyer is fixed or determinable; and


o
collectability is reasonably assured.





The majority of the Company’s revenue results from sales contracts with distributors and revenue are recorded upon the shipment of goods. Management conducts credit background checks for new customers as a means to reduce the subjectivity of assuring collectability.





Cash and Cash Equivalents





Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.




Accounts Receivable




Accounts receivable are carried at original invoice amount less estimates made for doubtful receivables. Management determines the allowance for doubtful accounts at the end of the period based on a review of the current status of existing receivables, account aging, historical collection experience, subsequent collections, management's evaluation of the effect of existing economic conditions, and other known factors. The provision is provided for the above estimates made for all doubtful receivables. Account balances are charged off against the allowance only when the Company considers it is probable that a receivable will not be recovered. Recoveries of trade receivables previously written off are recorded when received. The allowance of doubtful accounts at June 30, 2011and December 31, 2010 was $19,138 and $696, respectively.




Property and Equipment





Property and equipment are recorded at cost, less accumulated depreciation.  Depreciation is computed on the straight-line method over the estimated useful lives of the related assets as follows:





Equipment
3 to 5 years





Expenditures for major renewals and betterment that extend the useful lives of property and equipment are capitalized.  Expenditures for repairs and maintenance are charged to expense as incurred.  When property and equipment are retired or otherwise disposed of, the asset and accumulated depreciation are removed from the accounts and the resulting profit or loss is reflected in the statement of income for the period.




Construction in progress represents direct costs of construction or the acquisition cost of buildings or machinery and design fees. Capitalization of these costs ceases and the construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until the assets are completed and ready for their intended use.




Income Taxes




The Company follows ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.


F-7


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011





The Company adopted ASC 740-10-25 on January 1, 2007, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position.  The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25.





Fair Value Measurements




ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.




ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  ASC 820 establishes three levels of inputs that may be used to measure fair value:




Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company holds. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.




Level 2 – Valuation based on quoted prices in markets that are not active for which all significant inputs are observable, either directly or indirectly.




Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.




The Company adopted ASC 820, Fair Value Measurements and Disclosures, on January 1, 2008 for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company has also adopted ASC 820, on January 1, 2009 for non financial assets and non financial liabilities, as these items are not recognized at fair value on a recurring basis. The adoption of ASC 820 for all financial assets and liabilities and non-financial assets and non-financial liabilities did not have any impact on the Company’s consolidated financial statements.




Financial instruments include cash, accounts receivable, prepayments and other receivables, short-term borrowings from banks, accounts payable and accrued expenses and other payables. The carrying amounts of cash, accounts receivable, prepayments and other receivables, short-term loans, accounts payable and accrued expenses approximate their fair value due to the short term maturities of these instruments.




Concentrations





Customers: The Company distributes ethanol and methanol as alternative fuel for automobile use in China. The Company performs ongoing credit evaluations of its customers’ financial condition and generally, requires no collateral. For the six months ended June 30, 2011, four customers accounted for 98.34% of the Company’s total revenues. Four customers represented 98.06% of accounts receivable in aggregate at June 30, 2011:





Customer


Sales for the Six-Month Period

Ended June 30, 2011


Sales for the Six-Month Period

Ended June 30, 2010A


$
10,554,638



31.32
%

$
23,573,324



72.37
%B


$
7,800,565



23.15
%

$
6,921,729



21.25
%C


$
7,951,274



23.60
%

$
-



-D


$
6,868,087



20.38
%

$
-



-$
33,174,564



98.45
%

$
30,495,053



93.62
%


F-8




AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011


Accounts Receivable:





Customer


Accounts Receivable at

June 30, 2011


Accounts Receivable at

December 31, 2010A


$
1,551,795



31.90
%

$
119,053



76.99
%B


$
603,342



12.40
%

$
26,275



16.99
%C


$
1,408,199



28.95
%

$
-



-D


$
1,206,683



24.81
%

$
-



-$
4,770,019



98.06
%

$
145,328



93.98
%





Suppliers:For the six months ended June 30, 2011, five suppliers accounted for 100.00% of the Company’s total purchase. Management believes other vendors could supply similar products, but their terms may not be as favorable as currently being offered by this vendor.





Accounts Payable:





Supplier


Accounts Payable at

June 30, 2011


Accounts Payable at

December 31, 2010A



12,245,816



83.08
%

$
10,341,098



91.91
%B



-



-



792,457



7.04
%C



1,955,086



13.26
%


75,184



0.67
%D



17,017



0.12
%


42,501



0.38
%E



273,824



1.86
%


-



-F



247,525



1.68
%


-



-14,739,268



100.00
%

$
11,251,240



100.00
%





Recent accounting pronouncements





In April 2011, the FASB issued ASU 2011-02, Receivable (Topic 310) “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”, which clarifies when creditors should classify loan modifications as troubled debt restructurings. The guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the year. The guidance on measuring the impairment of a receivable restructured in a troubled debt restructuring is effective on a prospective basis. A provision in ASU 2011-02 also supersedes the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU 2010-20. The adoption of ASU 2011-02 is not expected to have a material impact on the Company’s financial condition or results of operations.





In April 2011, the FASB issued ASU 2011-03, Transfers and Servicing (Topic 860), Consideration of Effective Control on Repurchase Agreements, which deals with the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. ASU 2011-03 changes the rules for determining when these transactions should be accounted for as financings, as opposed to sales. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The adoption of ASU 2011-03 is not expected to have a material impact on the Company’s financial condition or results of operation.


F-9


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011





In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies some existing concepts, eliminates wording differences between U.S. GAAP and IFRS, and in some limited cases, changes some principles to achieve convergence between U.S. GAAP and IFRS. ASU 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. ASU 2011-04 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-04 to have a material effect on its operating results or financial position.





In June 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Comprehensive Income (Topic 220) Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. ASU 2011-05 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position but is evaluating the format revision on the presentation of comprehensive income.





NOTE 2 - PROPERTY, PLANT AND EQUIPMENT





Property, plant and equipment consisted of following:





June 30, 2011


December 31, 2010Equipment

$
1,617


$
1,5851,617



1,585Less: Accumulated depreciation


(586
)


(323
)1,031



1,262Constriction in progress


4,951,778



4,855,774$
4,952,809


$
4,857,036





Depreciation expense was approximately $253 and $4,784 for the six months ended June 30, 2011 and 2010.





NOTE 3 – PREPAID CONSTRUCTION COSTS





Prepaid construction costs are paid for the construction of plants in the production bases in Tieling City in Liaoning Province of the PRC.





NOTE 4 – DEPOSITS FOR ACQUISITION OF A LAND USE RIGHT





Deposits are paid for acquisition of the land use right of the production bases in Tieling City in Liaoning Province of the PRC.





The total acquisition costs of the land use right is amounting to $9,328,589 (RMB 60,300,000). The unpaid balance, amounting to $7,626,856 (RMB 49,300,000) will be paid on or before January 25, 2012.





NOTE 5 – NOTES RECEIVABLE FOR STOCK SUBSCRIPTION





The Notes receivable are the proceeds of the stock issued but the subscribers have not been paid before the year ended December 31, 2010.


F-10





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011





NOTE 6 – DUE FROM/TO A SHAREHOLDER





The amount due from a shareholder is receivable from Mr. Haipeng Wang, the Chairman of the Company. This amount is unsecured, interest-free and repayable on demand.





The amount due to a shareholders is payable to Mr. Haipeng Wang, the Chairman of the Company. This amount is unsecured, interest-free and repayable on demand.





NOTE 7 – DUE FROM RELATED COMPANIES





Names of related companies:


Note:


June 30, 2011


December 31, 2010Heilongjiang Jianye Real Estate Co., Ltd(i)


$
344,036


$
--Heilongjiang Jianye Building Mgt Co., Ltd(ii)



28,063$
372,099


$
-





These advances bear no interest and are payable on demand.





(i)
Heilongjiang Jianye Real Estate Co., Ltd





Harbin Dayang Trading Co., Ltd, another related company of the Company, holds 97.72% interest, and Mr. Haipeng Wang has 1.14% interest, in this company.





(ii)
Heilongjiang Jianye Building Mgt Co., Ltd





Mr. Jianye Wang holds 25% interest, and Mr. Haipeng Wang, the Chairman of the Company holds 8.33% interest, in this company.





NOTE 8 – EARNINGS PER SHARE





The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of outstanding stock options.  Potentially dilutive common shares consist of convertible preferred stock (using the if-converted method) and exercisable warrants outstanding.





The following table sets forth the computation of basic and diluted net income per common share:





Six months Ended, June 30,

2011


2010Net income

$
3,872,251


$
3,208,448Weighted-average shares of common stock outstandingBasic


33,110,148



31,100,770Dilutive shares:


-



-Diluted


33,110,148



31,100,770Basic and dilutive earnings per share

$
0.12


$
0.10


F-11


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011





NOTE 9 - INCOME TAXES





Jianye Greentech Holdings Ltd was incorporated in British Virgin Islands and is not subject to any income tax.





Hong Kong Jianye Greentech Holdings Limited was incorporated in Hong Kong and has not yet realized income as of June 30,2011 and no provision for income taxes has been made.





Heilongjian New Jianye New Clean Fuel Marketing Ltd. was incorporated in the People’s Republic of China and is subject to PRC Enterprise Income Tax on net income at a rate of 25%.





Deferred tax assets and liabilities are measured based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. There were no significant components of the deferred tax for the period ended June 30, 2011 and 2010.





NOTE 10 - STOCKHOLDERS’ EQUITY




On November 24, 2009, the Company filed an Amended and Restated Articles of Incorporation with the Secretary of State of Nevada, to effect a 7.89 for 1 forward split of the issued and outstanding common shares of the Company whereby every one share of common stock held were exchanged for 7.89 shares of common stock. As a result, the issued and outstanding shares of common stock were increased from 3,941,796 prior to the forward split to approximately 31,100,770 following the forward stock split. The authorized capital were changed at 394,500,000 shares of common stock and any shareholder who beneficially owned a fractional share of common stock after the forward stock split had their fractional share rounded up to the nearest whole share. All references in the accompanying financial statements to the number of shares outstanding, per share amounts of the Company’s common stock have been adjusted to reflect the effect of the stock forward split. Shareholders’ equity reflects the stock forward split by reclassifying from “Common Stock” to “Additional Paid-in Capital” an amount equal to the par value of the increased shares arising from the forward split.





In November 2009, the Company’s Board of Directors approved an additional Amended and Restated Articles of Incorporation with the Secretary of State of Nevada, to amend the Company’s Articles of Incorporation to: (i) change the name of the Company to “American Jianye Greentech Holdings Ltd.” (ii) increase the number of the Company’s authorized shares of capital stock from 394,500,000 shares to 400,000,000 of which 394,500,000 shares will be common stock par value $0.001 per share and 5,500,000 shares will be preferred stock par value $0.001 per share; and (iii) authorize the Board of Directors to provide for the issuance of shares of preferred stock in series and, by filing a certificate pursuant to the Nevada Revised Statutes, to establish from time to time the number of shares to be included in each such series, and to fix the designation, power, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions.





NOTE 11-  CAPITALIZATION





The common stock was $33,110 with paid-in capital $926,890 as of December 31, 2010.  1,710,000 shares of common stock at par value of $0.001 each share were issued for the year ended December 31, 2010. 1,100,000 of these issued common stocks were not yet paid as at December 31, 2010.





10,000 shares were issued in the second quarter of 2010 for the engagement of a financial consultant. The market price was valued at $1 per share on the issue date of these shares.





600,000 shares were issued and fully paid in the last quarter of 2010.





700,000 shares were issued and the subscription proceeds are expected to be settled in the third quarter of 2011.





Subscription agreements were entered for issuance of 1,000,000 shares at a price of $0.15 per share. $60,000 as proceeds for 400,000 shares were settled in the first quarter of 2011. The remaining proceeds of $90,000 for 600,000 shares are expected to be settled in the second and third quarters of 2011. The issue of these 600,000 shares is reported as reduction in stockholders’ equity as the proceeds have not been received prior to the issuance of the financial statements.





7,950,000 shares held by the former shareholders were retired on November 17, 2009, according to Share Exchange Agreement dated November 12, 2009, but 299,378 of these retired shares were later restored and reported as issued and fully paid common stock in April, 2010.


F-12





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011





NOTE 12-  RELATED PARTY TRANSACTIONS





Transactions with Harbin Dayang Trading Co., Ltd





Mr. Haipeng Wang, the Chairman of the Company, holds 15% interest, and his father, Mr. Jianye Wang holds 70% interest in this company.





As of June 30, 2011, no advances were received from or paid to this related company.





Transactions with Heilongjiang Jianye Real Estate Co., Ltd





Harbin Dayang Trading Co., Ltd, another related company of the Company, holds 97.72% interest, and Mr. Haipeng Wang has 1.14% interest, in this company.





As of June 30, 2011, we had a balance of advance paid to this related company totaling $344,036.





Transactions with Heilongjiang Jianye Fuel Co., Ltd





Mr. Haipeng Wang, Mr. Haipeng Wang; and Heilongjiang Jianye Real Estate Co., Ltd, another related company of the Company, are the majority shareholders of Heilongjiang Jianye Fuel Co., Ltd, hold in total of 97.83% interests.





As of June 30, 2011, we had a balance of receivable from this related company totaling $2,320, and an advance paid to this related company totaling $901. This advance bears no interest and is payable on demand.





Transactions with Zhaodong City Jianye Fuel Co., Ltd





China Jianye Fuel, Inc., of which the majority shareholder is Mr. Jianye Wang, holds 100% interests in this company.





As of June 30, 2011, we had a balance of advance received from this related company totaling $190,341.





For the six months ended June 30, 2011, no inventories had been purchased from this related company.





Transactions with Heilongjiang Jianye Buidling Mgt Co., Ltd





Mr. Jianye Wang holds 25% interest, and Mr. Haipeng Wang holds 8.33% interest, in this company.





As of June 30, 2011, we had a balance of advance received from this related company totaling $28,063. This advance bears no interest and is payable on demand.





Transactions with Harbin Jianye Construction Engineering Co., Ltd





Harbin Dayang Trading Co., Ltd , Heilongjiang Jianye Real Estate Co., Ltd, related companies of the Company, holds 49% and 40% of interests respectively, and Mr. Haipeng Wang holds 11% interest of this company.





Harbin Jianye Construction Engineering Co., Ltd is the main contractor of the construction project for production bases in Tieling City of the Liaoning Province in the PRC.





As of June 30, 2011, we had balances of prepaid construction costs to this related company totaling $19,109,552.





Due from a shareholder –At June 30, 2010, the Company had advances from the Company’s Chairman and major shareholder in the amount of $654,913. The advances to this shareholder are non-interest bearing and without fixed terms of repayment.


F-13





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2011





NOTE 13 - COMMITMENTS





The Company has entered into an agreement for the acquisition of land use right. The total acquisition costs of the land use right is amounting to $9,328,589 (RMB 60,300,000). The unpaid balance, amounting to $7,626,856 (RMB 49,300,000) will be paid on or before January 25, 2012.





NOTE 14 - SUBSEQUENT EVENTS





In preparing these financial statements, the Company evaluated the events and transactions that occurred from January 1, 2011 through August 18, 2011, the date these financial statements were issued. The Company has made the required additional disclosures in reporting periods in which subsequent events occur.


F-14


Item 2.  Management's Discussion And Analysis Of Financial Condition And Plan Of Operation.





This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "management believes" and similar language. The forward-looking statements are based on the current expectations of the Company and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. Actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them.





Investors are also advised to refer to the information in our previous filings with the Securities and Exchange Commission (SEC), especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.





Results of Operations





Jianye Greentech Holdings Ltd (“Jianye BVI”) was incorporated on April 17, 2008 under the laws of British Virgin Islands. Jianye BVI is a holding company that owns 100% of Hong Kong Jianye Greentech Holdings Limited (“Jianye Hong Kong”), a corporation incorporated on May 2, 2008 under the laws of Hong Kong. Jianye BVI and Jianye Hong Kong currently have no operations and operate as investment holding companies. On September 28, 2009, Jianye Hong Kong established Heilongjian New Jianye New Clean Fuel Marketing Ltd. (“Jianye China”), a wholly owned subsidiary in China, with registered capital of US$50,000. As a result, Jianye BVI owns 100% of the equity of Jianye China through Jianye Hong Kong. Jianye China’s primary business is to distribute ethanol and methanol as alternative fuel for automobile use.





Heilongjian New Jianye Clean Fuel Marketing Ltd. (“Jianye China”) commenced operations in September 2009.Jianye China’s primary business is to distribute ethanol and methanol as alternative fuel for automobile use.





For the six months ended June 30, 2011, we derived our revenues of $33,697,342 from the sales of methanol-based and ethanol based fuels to our customers, comparing to $32,571,833 for the six months ended June 30, 2010.





Our gross profit margin during the six months ended June 30, 2011 was 16.39%, compared to 13.71% for the same period in 2010. This figure represents our regular gross profit margin as a marketing company and distributor. We expect our gross profit margin to be significantly higher once the Company’s own refinery is built and commences fuel production.  The construction of factory and production facilities is expected to be complete by the end of fiscal year of 2011.





Selling, general and administrative expenses for thesix months ended June 30, 2011 were $289,184 or 0.86% of net sales, compared to $164,081 or 0.50% for the last fiscal year. Selling, general and administrative expenses consist primarily of payroll, local taxes, investor relation expenses and professional fees.





Income from operations for thesix months ended June 30, 2011was $5,233,662, and net income after income taxes for the same period was $3,872,251, compared to $4,302,487 and $3,208,448 respectively for the same period in 2010.





Our business operates primarily in Chinese Renminbi (“RMB”), but we report our results in our SEC filings in U.S. Dollars.  The conversion of our accounts from RMB to Dollars results in translation adjustments.  While our net income is added to the retained earnings on our balance sheet; the translation adjustments are added to a line item on our balance sheet labeled “accumulated other comprehensive income,” since it is more reflective of changes in the relative values of U.S. and Chinese currencies than of the success of our business.  During the six months ended June 30, 2011, the effect of converting our financial results to Dollars was to add $324,729 to our accumulated other comprehensive income.


4





Liquidity and Capital Resources





Our operations to date have been funded primarily by operations and capital contributions.





Our working capital at June 30, 2011 totaled $8,510,898. Included in our working capital, however, there was $19,109,552 of prepaid construction costs which will be transferred to plant and equipment upon completion of construction of our refinery. We have, therefore, relatively small amount of liquid assets.





Capital Expenditure





Total capital expenditures during the six months ended June 30, 2011 was $60,000.





Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.





Critical Accounting Policies and Estimates





This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.





Cash and Cash Equivalents





Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.





Accounts Receivable





Accounts receivable are carried at original invoice amount less estimates made for doubtful receivables. Management determines the allowance for doubtful accounts at the end of the period based on a review of the current status of existing receivables, account aging, historical collection experience, subsequent collections, management's evaluation of the effect of existing economic conditions, and other known factors. The provision is provided for the above estimates made for all doubtful receivables. Account balances are charged off against the allowance only when the Company considers it is probable that a receivable will not be recovered. Recoveries of trade receivables previously written off are recorded when received.





Recent accounting pronouncements





In April 2011, the FASB issued ASU 2011-02, Receivable (Topic 310) “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”, which clarifies when creditors should classify loan modifications as troubled debt restructurings. The guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the year. The guidance on measuring the impairment of a receivable restructured in a troubled debt restructuring is effective on a prospective basis. A provision in ASU 2011-02 also supersedes the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU 2010-20. The adoption of ASU 2011-02 is not expected to have a material impact on the Company’s financial condition or results of operations.


5


In April 2011, the FASB issued ASU 2011-03, Transfers and Servicing (Topic 860), Consideration of Effective Control on Repurchase Agreements, which deals with the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. ASU 2011-03 changes the rules for determining when these transactions should be accounted for as financings, as opposed to sales. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The adoption of ASU 2011-03 is not expected to have a material impact on the Company’s financial condition or results of operation.





In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies some existing concepts, eliminates wording differences between U.S. GAAP and IFRS, and in some limited cases, changes some principles to achieve convergence between U.S. GAAP and IFRS. ASU 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. ASU 2011-04 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-04 to have a material effect on its operating results or financial position.





In June 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Comprehensive Income (Topic 220) Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. ASU 2011-05 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position but is evaluating the format revision on the presentation of comprehensive income.





Impact of Accounting Pronouncements





There were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results of operations.





Item 3. Quantitative and Qualitative Disclosures About Market Risk.





Not required for smaller reporting companies.





Item 4.Controls and Procedures.





Disclosure Controls and Procedures





Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) require public companies to maintain “disclosure controls and procedures,” which are defined as controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange 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 Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.





We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2011.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2011, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.


6





In light of the material weaknesses described below, we performed additional analysis to ensure our financial statements were prepared in accordance with generally accepted accounting principles.  Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.





A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.  Management has identified the following two material weaknesses which have caused management to conclude that, as of June 30, 2011, our disclosure controls and procedures were not effective at the reasonable assurance level:





1.          We do not have written documentation of our internal control policies and procedures.  Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the quarter ending June 30, 2011.  Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.





2.           We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.  Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.  However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.  Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.





To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.





Management's Report on Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and 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 the assets of the issuer;





·           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 of the Company are being made only in accordance with authorizations of management and directors of the issuer; and





·           Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  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.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.


7





As of the end of our most recent quarter, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, as of June 30, 2011, such internal control over financial reporting was not effective.  This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.





The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets.  The aforementioned material weaknesses were identified by our Chief Financial Officer in connection with the review of our financial statements as of June 30, 2011.





Management believes that the material weaknesses set forth in items (1) and (2) above did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.





This quarterly report 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 the management's report in this annual report.





Management's Remediation Initiatives





In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:





We intend to our personnel resources and technical accounting expertise within the accounting function. First, we intend to create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions and (iii) the custody of assets.  Second, we intend to create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information.  Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. We anticipate the costs of implementing these remediation initiatives will be approximately $37,500 to $50,000 a year in increased salaries, legal and accounting expenses.





Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.





We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2011.


8





PART II — OTHER INFORMATION





Item 1. Legal Proceedings.





To the best knowledge of the officers and directors, the Company was not a party to any legal proceeding or litigation as of June 30, 2011.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.





None.





Item 3. Defaults Upon Senior Securities.





None.





Item 4. (Removed and Reserved)





Item 5. Other Information.





None.





Item 6. Exhibits.





Exhibit

Description of Exhibit31.1

Chief Executive Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1

Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 200232.2

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


9





SIGNATURES





In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.By:
/s/Haipeng WangName: Haipeng WangTitle: PresidentDate: August 18, 2011(Principal Executive Officer)By:
/s/Yulin YangName:  Yulin YangTitle: Chief Financial OfficerDate: August 18, 2011(Principal Accounting Officer)


10