UNITED STATES


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 June 30, 2011




o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from o to o




Commission file number 000-52842




GOLDEN CENTURY RESOURCES LIMITED


(Name of small business issuer in its charter)




Delaware

98-0466250(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)Suite 1200, N. West StreetWilmington, Delaware

19808(Address of principal executive offices)

(Zip Code)




(302) 295-4937


(Issuer’s telephone number)




Not Applicable


(Former name, former address and former fiscal year, if changed since last report)




Copy of communications to:




Bacchus Law Corporation


Karen Richardson, Esq.


Suite 1820 – 925 West Georgia Street


Vancouver, British Columbia, Canada V6C 3L2


Telephone: 604-632-1700




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




Title of each class

Name of each exchange on which registeredNil

Nil




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




None


(Title of class)




Check whether the issuer is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x




Check whether the issuer is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No o




Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 No o




Check whether the issuer has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the proceeding 12 months (or for such shorter period that the issuer was required to submit and post such files. Yes o No o




Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will 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 to this Form 10-K. x




Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company:




Large accelerated filer oAccelerated filer oNon-accelerated filer oSmall Reporting Company x




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




As of October 13, 2011, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, was approximately $18,983,030.




As of October 13, 2011, the number of shares issued and outstanding of each of the issuer’s classes of common stock, was 17,257,300 common shares.




DOCUMENTS INCORPORATED BY REFERENCE




If the following documents are incorporated by reference, briefly describe them and identify 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) of the Securities Act of 1933 (“Securities Act”). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).




Transitional Small Business Disclosure Format (Check one): Yes o No x









GOLDEN CENTURY RESOURCES LIMITED




ANNUAL REPORT ON FORM 10-K




TABLE OF CONTENTS




PART I
2ITEM 1. DESCRIPTION OF BUSINESS
2ITEM 1A. RISK FACTORS
6ITEM 2. PROPERTIES
12ITEM 3. LEGAL PROCEEDINGS
12ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
12PART II
13ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
13ITEM 6. SELECTED FINANCIAL DATA
14ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
15ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
18ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
18ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
19ITEM 9T. CONTROLS AND PROCEDURES
19PART III
21ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
21ITEM 11. EXECUTIVE COMPENSATION
23ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS
26ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
27ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
28PART IV
29ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
29






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PART I




FORWARD-LOOKING STATEMENTS






This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and may involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” beginning on page 7, that may cause
our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.




Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to our actual results.




Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.




In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars.




Unless otherwise indicated, all references to “we”, “us” and “our” mean Golden Century Technologies Limited.




Item 1.  Description Of Business




Overview




We are a Delaware Corporation established in July 2005. We are engaged in the production, distribution and sale of medical supplies in Mainland China, Hong Kong, Macau, Taiwan and The Middle East. Our principal business is to supply the Flushable Colostomy and Ostomy Pouch Liners (the “Liners) to Colo-Majic Liners, Inc. (the “Colo-Majic”) for its existing North American market and to manufacture, market and distribute the Liners in the People of Republic of China, Hong Kong, Macau, Taiwan and The Middle East.




On October 30, 2005, we entered into an Agreement of Cooperation with Colo-Majic. Pursuant to the agreement, we will manufacture and supply 3,000,000 or more liners every eighteen months. The agreement is for a term of five years.




On September 28, 2006, we entered into a Licensing Agreement with Colo-Majic. Pursuant to the agreement, Colo-Majic granted us a license to manufacture, develop and distribute the Liner product in the mainland of the People’s Republic of China, excluding Hong Kong, Macau and Taiwan.




On January 15, 2007, we entered into a Licensing Agreement Amendment with Colo-Majic adding additional Territories of Hong Kong, Taiwan, Macau and The Middle East for the existing Licensing, Production and Distribution Agreement dated September 28, 2006.




On January 16, 2007, we entered into a Distribution Agreement with T-Ray Science, Inc. (the “T-Ray”), a Delaware corporation, regarding granting non-exclusive distribution rights to T-Ray to promote, sell and distribute the Flushable Colostomy and Ostomy Pouch Liners in the territories of The Middle East including the United Arab Emirates, Israel, Saudi Arabia, Iran, Egypt and Turkey.






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On January 16, 2008, we have terminated the Distribution Agreement dated January 16, 2007 with T-Ray Science, Inc.




On August 12, 2009, we entered into a Letter of Intent with JinXin Copper Holding Limited (“Jinxin”), a British Virgin Island corporation that owns 62% of Nanjiang Long Du Mining Industrial Limited Corporation (“Long Du”). LongDu is a corporation incorporated in the Shanghai Town, Nanjiang County, Sichuan Province, P.R.China and it owns prospecting permit no.510000073032 of Yang Tan Gold Mine (“Yang Tan”) for prospecting right area of 9.77Km2 from January 19, 2009 to January 19, 2011.  Pursuant to the Letter of Intent, we will acquire all the rights to Yang Tan owned by JinXin. Within the first week following the execution of the Letter of Intent, we are required to pay the
sum of $500,000 to JinXin for expenses relating to the application for the government exploitation permit for Yang Tan. Upon closing, we will also issue from treasury and deliver to JinXin common shares of our capital stock, the number of which has yet to be determined, and pay any additional consideration that is agreed to be paid as part of the consideration in a definitive agreement between the parties. On August 18, 2009, the $500,000 to Jinxin has been paid pursuant to the Letter of Intent. Currently we have not determined the number of shares to JinXin yet.




On December 18, 2009, we entered into a Letter Agreement with JinXin pursuant to which we paid a second deposit of $500,000 to JinXin in connection with the proposed acquisition of Long Du. The amount will be fully refunded to us by JinXin if the prospecting permit application is not successful any time prior to the execution of a Definitive Agreement for the purchase of Long Du. After the execution of the definitive agreement, the deposit will not be refundable. Upon closing, the Company will issue from treasury and deliver to JinXin a yet to be determined amount of common shares of the Company’s capital stock, and pay any additional consideration that is agreed to be paid as part of the consideration in the
Definitive Agreement as described in the Letter of Agreement. The Definitive Agreement has not closed as at October 13, 2010.




We are a development stage company. We have not at any time been able to generate sufficient revenue from sales of our products or services to sustain ongoing operations. From inception on July 1, 2005 to June 30, 2011, we have generated total revenues of only $251,731 and as of June 30, 2011, we have incurred an accumulated deficit of $2,725,182 since inception. We may continue to incur significant additional operating losses as our product marketing efforts continue.




Our capital requirements relating to the manufacturing and marketing of our products, and potential acquisition with Yang Tan Gold Mine, have been and will continue to be, significant. We are dependent on the proceeds of future financing in order to continue in business and to develop and commercialize proposed products and acquisition for the project of Yang Tan Gold Mine. We anticipate requiring approximately $750,000 to $1,500,000 in additional financing for the next twelve months. There can be no assurance that we will be able to raise the substantial additional capital resources necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of, additional financing and
there can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on us, such as requiring us to significantly curtail or cease operations. In that case, investors may lose their entire investments.




Our strategic operating priorities for the balance of 2011 focus primarily on our goal of increasing revenues by December 31, 2011. We intend to achieve this revenue growth on several fronts as follows:




●
We intend to promote the Colo-Majic®Flushable Colostomy and Ostomy Pouch Liners throughout Mainland of China, Hong Kong, Macau and Taiwan;




●
We intend to continue to expand our revenue sources outside Colo-Majic. We intend to continue to pursue opportunities with other health care products.




●
We intend to pursue the acquisition of Long Du from JinXin and continue to assist with the acquisition of the Yang Tan prospecting permit.




Product




Colo-Majic® Flushable Colostomy and Ostomy Pouch Liner, it is designed to be used with the exiting pouch systems that are regularly used for colostomy and ostomy patients worldwide. Currently, the pouches are used, washed between uses and then thrown away. By using the Liners, patients can remove and flush the liner and install a new liner into the pouch. This increases the number of times the pouch can be used and reduces costs, since the liners are much less expensive than the pouches.




The Liners are inexpensive, light to carry, easy to apply, safe and clean.




The Liners are flushable. All pouches are disposable but not flushable. The pouches are not flushable because they have to be made from materials with a certain thickness to provide a strong hold capability. Also, they have to have a mechanism for sticking to the skin. These design requirements make them un-flushable. The Liners, however, are completely flushable, which puts the waste in the septic/sewage treatment system, which is healthier for both the patients and the public.




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The curved-inward shape of the Liners on both sides cuts off the excessive material that otherwise would affect the connection tightness when applying on the inter-locking rims of the pouch components, as it is very precise in engineering and requires a snug fit at all times. That is to say, using a regular rectangular-shaped liner, for example, would require too much material to fit in between the inter-locking rims. The curved sealing lines on both sides, however, are designed to create two small areas where several pin holes can be punched to let the gas, but not the contents, travel through.




Shape of the Liner
Liner in Pouch




The Liners increase the number of times a pouch can be used and fully takes advantages of the existing merits of the pouch system, for example, the hold capability, comfort of wear and the seamless connection of the two pieces The two pieces of the pouch system are known as the wafer and the pouch.




Competition




We face competition from several companies that manufacture and market pouch products in China, including ConvaTec (a Bristol-Myers Squibb Company), Cololplast China Company, Hollister Corporation and emerging companies in China, such as the Si Tai Li Company. However, as far as we are aware, not a single company is manufacturing a pouch liner product or a product similar to the Liners. Compared to the pouches alone, we believe the Liner products have a very competitive edge in costs for the consumers.




Sources and Availability of Raw Materials and the Names of Principal Suppliers




We use the raw materials in the open market, currently we do not have any specific principal suppliers.




There are basically three groups of customers: hospitals and clinics, pharmacies, and the colostomy and/or ostomy patients.




As part of the regular hospital and clinic routine practice, hospitals, clinics and pharmacies maintain supplies of pouch systems for colostomy and ostomy patients and the health conscious populations buy the Liner products for at-home use on daily basis.




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Intellectual Property




PATENTS




We have been granted a license by Mr. Douglas Wolrich, the inventor of the Liners, to manufacture, distribute, market and sell the Flushable Colostomy and Ostomy Pouch liner in China. The patent number in China is ZL 95 1 93664.6 and it expires on April 21, 2015.




TRADE MARKS




Mr. Douglas Wolrich, the inventor, holds 100% interest in the trademark of Colo-Majic® for the Flushable Colostomy and Ostomy Pouch liner. We have the rights to use the trademark in connection with our exercise of the rights under our agreement with Mr. Wolrich.




DOMAIN NAMES




We hold a 100% interest in the domain name of www.gc-hightech.com




LICENSING AGREEMENT




Pursuant to the agreement between Colo-Majic and us dated September 28, 2006, Mr. Douglas Wolrich grants us the license and the sole exclusive and assignable right to use or cause to be used the Liner product in any manner and for any purpose to in any manner develop, maintain, manufacture, transport, distribute, market, sell, lease and/or license or sub-license the Liner product and to sell the same to the general public throughout China. We acknowledged that the within grant of the License is limited only to the purposes stated and does not constitute a grant of any right of ownership of intellectual property of the Liner product. This license expires on April 21, 2015. This license will continue until April 21, 2015 as long
as the terms and conditions of this Licensing Agreement are being met.




Effect of Existing or Probable Governmental Regulations on the Business




There is currently no effect of existing or probable governmental regulations on the Business.




Costs and Effects of Compliance with Environmental Law




There are currently no costs and effects of compliance with environmental law.




Research and Development




To date, we have not undertaken any research and development.




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Employees




As of October 13, 2011, we have one full time employee, our president and treasurer, Mr. David Cheng Lee. Mr. David Cheng Lee handles all the responsibilities in the area of business development and corporate administration
  Subsequent Events
  On July 1, 2011, the Company entered into four consulting contracts each with monthly fees of $5,000 per month for a period of one year.  One of these consulting agreements was made with the President of the Company.
  On July 12, 2011, the Company entered into two convertible notes of $257,000 (HKD 2,000,000) and $154,200 (HKD 1,200,000) in exchange for the advances described in Note 5 to the financial statements attached hereto.  The convertible notes bear interest at 10% per annum, are payable one year from the advance of the funds and are convertible at $0.60 per share.


Reports to Security Holders




We are not required to deliver an annual report to our security holders and we do not intend to send an annual report to our security holders. The public may read and copy any materials we have filed with the Commission at the  SEC’s Public Reference Room at 100F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission also maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the
Commission.




Item 1A.  Risk Factors




An investment in our common stock involves a number of very significant risks. You should carefully consider the following material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following material risks. You could lose all or part of your investment due to any of these material risks.




Risks Related to Our Company




We have a limited operating history and have only earned nominal revenue since inception. We have no suitable business history to which investors can refer in determining whether to invest in our company and we can provide no assurances that we will ever earn sufficient revenue to earn a profit. We may never have a profitable business and investors may lose all of their investment in our company.




6




We have a very limited operating history and we face all of the risks and uncertainties encountered by development stage companies. Therefore, our prospects must be considered in light of the risks, expenses and difficulties associated with any development stage company. Due to our limited history, predictions of our future performance are very difficult. As of June 30, 2011, we have only generated revenues from our inception of $251,731, which was from our only customer and represented 100% of our total revenue. For the year ended June 30, 2011, we generated no revenues. We had an accumulated deficit of $2,725,182 from inception to June 30, 2011. We anticipate continuing to incur significant losses in the foreseeable
future as our operating expenses continue to increase. There can be no assurance that we will ever operate profitably with our current products and strategy. We cannot assure you that we will continue to generate revenues from our operations or ever achieve profitability.We may never generate enough revenue to become profitable and we may have to cease operations, in which case investors will likely lose all of their investment in our company.




Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing. Furthermore, it indicates that we may go out of business.




In their report dated October 13, 2011, our independent auditors have expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations. We continue to experience net operating losses. Our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities and to successfully carry out our business plan. Our continued net operating losses increase the difficulty in meeting such goals and there can be no assurances that our methods will prove successful. Because of our continued operating
losses and the substantial doubt about our abilities to continue as a going concern, investors may not want to invest in our company and we may be unable to obtain the financing we need to continue. Also, these factors indicate that any investment into our company is very risky and that we may go out of business.




We have only one customer and generate no significant revenues and have only limited marketing experience to develop customers.




We have not entered into any agreements to sell our products to any customers in China, as yet. We do not believe that we will generate significant revenues in the immediate future. We will not generate any meaningful revenues unless we obtain sales contracts with a significant number of distributors or general hospitals/clinics or pharmacy chains. There can be no assurance that we will ever be able to obtain contracts with a significant number of customers to generate meaningful revenues or achieve profitable operations.




We have only limited experience in developing and commercializing the Liners, and there is limited information available concerning the potential performance or market acceptance of the Liners in China. There can be no assurance that unanticipated expenses or problems will not occur which would result in material delays in commercialization of our products or that our efforts will result in successful commercialization.




Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, we may have to cease our operations and investors could lose their entire investment.




There is no assurance that we will operate profitably or will generate positive cash flow in the future. We believe that we will require additional financing in order to proceed beyond the first three months of our business plan and to pay the fees and expenses necessary to operate as a public company. Although we plan to obtain additional financing, we currently do not have any arrangements for further financing. We may not be able to obtain additional equity or debt financing on acceptable terms when we need it. Even if financing is available, it may not be available on terms that are favorable to us or in sufficient amounts to satisfy our requirements. Our future is dependent upon our ability to obtain
financing.




Our capital requirements relating to the manufacturing and marketing of our products have been, and will continue to be, significant. We are dependent on the proceeds of future financing in order to continue in business and to develop and commercialize proposed products. We anticipate requiring approximately $750,000 to $1,500,000 in additional financing for the next twelve months. There can be no assurance that we will be able to raise the substantial additional capital resources necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of, additional financing and there can be no assurance that any such financing will be available to us on commercially reasonable
terms, or at all. Any inability to obtain additional financing will have a material adverse effect on us, such as requiring us to significantly curtail or cease operations. In that case, you may lose your entire investment.




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The continued growth of our business will require additional funding from time to time which would be used for general corporate purposes. General corporate purposes may include acquisitions, investments, repayment of debt, capital expenditures, repurchase of our capital stock and any other purposes that we may specify in any prospectus supplement. Obtaining additional funding would be subject to a number of factors including market conditions, operational performance and investor sentiment. These factors may make the timing, amount, terms and conditions of additional funding unattractive, or unavailable, to us. If we do not obtain the financing we need, our business could fail and investors could lose their entire
investment.




The terms of any future financing may adversely affect your interest as stockholder and dilute your interest in our company, which may reduce the value of your investment.




We will require additional financing in the future. We may be required to incur indebtedness or issue equity securities, the terms of which may adversely affect your interests in us. For example, the issuance of additional indebtedness may be senior in right of payment to your shares upon our liquidation. In addition, indebtedness may be under terms that make the operation of our business more difficult because the lender’s consent will be required before we take certain actions. Similarly the terms of certain securities we issue may be senior in right of payment of dividends to your common stock and may contain superior rights and other rights as compared to your common stock. Further, any additional issuance of our
securities may dilute your interest in our company, which may reduce the value of your investment.




We could lose our competitive advantages if we are not able to protect any intellectual property rights against infringement, and any related litigation could be time-consuming and costly.




Although the Liner product has been patented in the People’s Republic of China by the inventor and we have a license to that patent, we may not be able to completely protect our proprietary rights against possible infringement, which could cause us to lose our competitive advantage and negatively impact our business and operations. Our efforts to protect our intellectual property rights could be time-consuming and costly and we sill might not be successful in protecting them. The potential expense and loss of competitiveness related to our intellectual property could cause our business to remain unprofitable and eventually cause us to go out of business.




We may face regulatory difficulties for our products, which may cause us to slow down or cease our operations




The manufacturing and sale of the health care products of the Liners in the People’s Republic of China are subject to potential regulations of the federal State Food and Drug Administration and local State Food and Drug Administration offices within the provincial government. The bureaucracy and corruption that are often seen in the bureaucratic procedures in China may have adverse effects on our operation and financial conditions.




Although we have two independent consultants who are working on these licenses and authorizations on behalf of our company, we have no assurance that we will get theses licenses and authorizations successfully.




The uncertain nature of the business legal environment in the People’s Republic of China and our industry may prove to make our company vulnerable to local government agencies who have persistent bureaucratic power over manufacturers, distributors, retailers and other parties who may wish to do business with us. If companies are prevented from doing business with us in China, then we will go out of business and investors will lose all of their investment in our company.




Our Bylaws contain limitations on the liability of our directors and officers, which may discourage suits against directors and executive officers for breaches of fiduciary duties




Our Bylaws contain provisions limiting the liability of our directors for monetary damages to the fullest extent permissible under Delaware law. This is intended to eliminate the personal liability of a director for monetary damages on an action brought for breach of a director’s duties to us or to our stockholders except in certain limited circumstances. In addition, our Bylaws contain provisions requiring us to indemnify our directors, officers, employees and agents serving at our request, against expenses, judgments (including derivative actions), fines and amounts paid in settlement. This indemnification is limited to actions taken in good faith in the reasonable belief that the conduct was lawful and in, or not
opposed to our best interests. Our Bylaws provide for the indemnification of directors and officers in connection with civil, criminal, administrative or investigative proceedings when acting in their capacities as agents for us. These provisions may reduce the likelihood of derivative litigation against directors and executive officers and may discourage investors or management from suing directors or executive officers for breaches of their fiduciary duties, even though such an action, if successful, might otherwise benefit our stockholders and directors and officers.




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If we are unable to hire and retain the qualified personnel, our business will likely be adversely affected and we could be forced to cease operations.




Our future success will also depend on our ability to attract, retain and motivate highly qualified personnel, especially sales, marketing and customer support employees, in the future. Because of the rapid growth of the economy in China, competition for qualified personnel is intense. We cannot assure you that we will be able to retain our personnel or that we will be able to attract, assimilate or retain qualified personnel in the future. Our inability to hire and retain qualified personnel could have material adverse effects on our business, financial condition and results of operations. If these effects are significant, they may cause us to go out of business.




Because our sole director and officer live outside of the United States, you may have no effective recourse against him for misconduct and may not be able to enforce judgment and civil liabilities against him.




David Lee, our President, Treasurer and Director is a national and resident of Canada, and all or a substantial portion of their assets are located outside of the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against them, or obtain judgments against them outside of the United States that are predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.




Risks Related to Our Business




Our success depends upon the development of China’s health care products industry and if that industry stagnates, we may go out of business.




China is currently the world’s most populous country and one of the largest producers and consumers of health care products. The health care industry in China has been under tight state and provincial government controls until recent years, when the government controls appear to have become less cumbersome. However, the health care industry in China is stagnating, especially where it concerns research, development and the production of supplies and devices arguably due to immature regulatory policies, local protectionist activities and a shortage of state and provincial funding. Despite the Chinese government’s continued emphasis on industry self-sufficiency, the industry continues to be impeded by inadequate
research and development facilities, a lack of innovative product lines due to long history of practice of free-copying of foreign intellectual properties and a lack of financial and political incentives to attract talented persons into the industry. Since we will rely on the local facilities and our subsidiary to manufacture and market the products, and since our potential customer are mainly hospitals and clinics and pharmacies chains, which are largely state owned, our ability to increase sales and revenues may be delayed and hindered by any of these factors and we may go out of business.




Our promotional and marketing efforts may not result in generation of substantial revenue, which may cause our business to fail and cause investors to lose their entire investment.




If our promotional and marketing efforts do not attract customers, then we will not generate any revenue. We intend to target customers that will need our services. If we do not attract customers through our promotional and marketing efforts, then it is likely that our business will fail and cause investors to lose their entire investment.




We may not successfully acquire Long Du and the Yang Tan prospecting permit as no definitive acquisition agreement has been reached.




We entered into a Letter of Intent with JinXin, British Virgin Island corporation, on August 12, 2009 to acquire all of its 62% ownership interest in Long Du, a People’s Republic of China company that owns prospecting permit no.510000073032 of Yang Tan Gold Mine for a prospecting right area of 9.77 km2 from January 19, 2009 to January 19, 2011. No definitive agreement to acquire Long Du has been reached and there is no guarantee that such an agreement will ever be reached.




On August 18, 2009, we paid a deposit of $500,000 to JinXin as a reimbursement of the costs paid by JinXin for Long Du to apply for the Yang Tan prospecting permit. We paid a further $500,000 deposit on December 18, 2009 pursuant to a Letter Agreement entered into with JinXin. The deposits are fully refundable by JinXin to us if the prospecting permit application is not successful any time prior to the execution of a Definitive Agreement for the purchase of Long Du. After the execution of the definitive agreement, the deposit will not be refundable. Upon closing, the Company will issue from treasury and deliver to JinXin a yet to be determined amount of common shares of the Company’s capital stock, and pay any additional
consideration that is agreed to be paid as part of the consideration in the Definitive Agreement as described in the Letter of Agreement. The Definitive Agreement has not closed as at October 13, 2011.




There can be no assurance that the Yang Tan mining permit will be granted, or that we will receive a refund of the deposits. Even if the Yang Tan mining permit is granted, we may not be able to reach a definitive agreement acceptable to the parties and we may never derive any benefit from the payments made to JinXin thus far.




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Even if we are able to successfully acquire Long Du, there are no proven or probably reserves, and the probability of an individual prospect having reserves is extremely remote. Therefore, we may never discover any reserves and any funds spent by us on exploration or development activities could be lost.




The presence of any proven or probable mineral reserves at the Yang Tan prospecting right area has not been established. In order to demonstrate the existence of proven or probable reserves, it would be necessary for us to commence exploration activities after successfully acquiring Long Du. Exploration activities are inherently risky, with few properties ultimately proving economically successful. Even if exploration activities were successful, and potential reserves were found, we would need to conduct a feasibility study to demonstrate with reasonable certainty that any such deposit could be economically extracted and produced. Such endeavors require substantial expenditures of capital and may not be successful. We may
never generate any revenues and may incur substantial losses by pursuing this line of business.




The Economic Policies of the People’s Republic of China Could Affect our Business. If the economic policies of China hamper our ability to carry on business and earn revenues, we may be forced to abandon our business plan and may have to cease our operations.




Substantially all of our revenue will be derived from operations in the People’s Republic of China. Accordingly, our results of operations and prospects are subject, to a significant extent, to the economic, political and legal developments in the People’s Republic of China. Our operating results and financial condition may be adversely affected by the government control over capital investments or changes in tax regulations.




The economy of the People’s Republic of China has been changing from a planned economy to a more market-oriented economy. In recent years, the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform and the reduction of state ownership of productive assets, and the establishment of corporate governance in business enterprises; however, a substantial portion of productive assets in the People’s Republic of China are still owned by the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over the People’s Republic
of China’s economic growth through the allocation of resources, the control of payment of foreign currency-denominated obligations, the setting of monetary policy and the provision of preferential treatment to particular industries or companies.




Capital outflow policies in the People’s Republic of China may hamper our ability to expand our business and/or operations internationally. The People’s Republic of China has adopted currency and capital transfer regulations. These regulations may require us to comply with complex regulations for the movement of capital. Although our management believes that it is currently in compliance with these regulations, should these regulations or the interpretation of them by courts or regulatory agencies change, we may not be able to remit income earned and proceeds received in connection with any off-shore operations or from other financial or strategic transactions we may consummate in the future.




Fluctuation of the Renminbi could materially affect our financial condition and results of operations.




Fluctuation of the Renminbi Yuan, the currency of the People’s Republic of China, could materially affect our financial condition and results of operations. The value of the Renminbi Yuan fluctuates and is subject to changes in the People’s Republic of China’s political and economic conditions. Since 1994, the conversion of the Renminbi Yuan into foreign currencies, including United States dollars, is pegged against the inter-bank foreign exchange market rates or current exchange rates of a basket of currencies on the world financial markets. As of June 30, 2011, the exchange rate between the Renminbi Yuan and the United States dollar was 6.782 Renminbi Yuan to every one United States dollar.




We may face obstacles from the communist system and Political, Judicial and/or Ministerial Corruption in the People’s Republic of China and may have to cease operations.




Foreign companies conducting operations in the People’s Republic of China face significant political, economic and legal risks. The Communist regime in the People’s Republic of China, including a cumbersome bureaucracy, may hinder Western investment. We may have difficulty establishing adequate management, legal and financial controls in the People’s Republic of China and may have to cease operations.




Another obstacle to foreign investment in the People’s Republic of China is corruption. We may face judicial and ministerial corruption in the People’s Republic of China. There is no assurance that we will be able to obtain recourse, if desired, through the People’s Republic of China’s poorly developed and sometimes corrupt judicial systems. In addition, many of the regulatory and business authorities with whom we normally conduct our business, are state employees or affiliated state-enterprise employees. These officials may engage in corrupt activities which may negatively impact our ability to conduct business.




10




We may have difficulty establishing adequate management, legal and financial controls in The People’s Republic of China. This may cause our business operations to suffer and investors could lose their investments in our company.




The People’s Republic of China, officially and generally, has not adopted a Western style of management and financial reporting concepts and practices, or modern banking, computer and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the People’s Republic of China. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards. This may cause our business operations to suffer and investors could lose their investments in our
company.




We may not be able to obtain regulatory approvals for our products, which would cause us to cease operations.




The federal Food and Drug Administration and local Food and Drug Administration offices within the provincial and municipal governments regulate the manufacture and sale of health care products in the People’s Republic of China. Although we are not currently subject to direct federal, state, or local regulation in the People of Republic of China other than regulations applicable to businesses generally, it may be regulated by the Federal Food and Drug Administration and local Food and Drug Administration offices at the provincial government after our products becoming popular in China. At that time, our operations will cease if we are not able to obtain regulatory approvals for our products from the Federal Food and Drug
Administration and each of the local Food and Drug Administration offices.




Risks Associated with Our Common Stock




There is no active public market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.




There is currently no active public market for our common stock and such a market may not develop or be sustained. Our common stock is quoted on the National Association of Securities Dealers Inc.’s OTC Bulletin Board; however, we cannot provide our investors with any assurance that that a public market will materialize for our common stock. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If a trading market for our common stock is established,
then the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies. As we are a development stage company such fluctuations may negatively affect the market price of our common stock.




Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and the NASD’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.




Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the
customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.




11




In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some
customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.




Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.




Item 2.  Properties




Our executive and head office is located at Suite 1200, 1000 N. West Street, Wilmington, Delaware, 19801. No debt has accrued on account of rent payments owed. We feel that this space is adequate for our needs at this time, and we feel that we will be able to locate adequate space in the future, if needed, on commercially reasonable terms.




Item 3.  Legal Proceedings




We know of no material, active +or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation.




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




There were no matters submitted to a vote of our security holders either through solicitation of proxies or otherwise, during the fourth quarter of the fiscal year ended June 30, 2011.




12





PART II




Item 5.  Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities




Market Information




Our common stock is quoted on the OTC Bulletin Board under the symbol “GDLM.” At the close of business on October 13, 2011, there were 17,257,300 shares of our common stock issued and outstanding. Prices reported represent prices between dealers, do not include markups, markdowns or commissions and do not necessarily represent actual transactions. The market for our shares has been sporadic and at times very limited.




The following table sets forth high and low bid quotations of our common stock for the fiscal years ended June 30, 2011 and 2010 as follows:




Price Range of Common StockQuarter Ended

High


LowSeptember 30, 2010


1.10



1.10December 31, 2010


(1)



(1)March 31, 2011


1.10



1.10June 30, 2011


1.10



1.10




(1) No trades for the quarter ended December 31, 2010.




Holders




At the close of business on October 13, 2011, the common shares of our company were held by approximately fifty-eight (58) shareholders of record.




Dividends




We have not paid any cash dividends on our common stock since the inception of our company on July 1, 2005 and we do not anticipate paying any cash dividends to our shareholders in the foreseeable future. Our current policy is to retain earnings, if any, to fund the development and growth of our business. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, operating results, capital requirements, applicable contractual restrictions and any other factors that our board of directors deems relevant.




13




Securities Authorized For Issuance Under Equity Compensation Plans




As of the date of this annual report on Form 10-K, we have not adopted a stock option plan. The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.


EQUITY COMPENSATION PLANS




Plan Category
Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

(a)
Weighted-average

exercise price of

outstanding options,

warrants and rights

(b)
Number of securities remaining

available for issuance under

equity compensation plans

(excluding securities reflected

in column (a))

(c)Equity Compensation Plans approved by security holders
Nil
Nil
NilEquity Compensation Plans not approved by security holders
Nil
Nil
NilTotal:
Nil
Nil
Nil




There are no outstanding options or warrants to purchase, or securities convertible into, any of our common stock.




Currently there is no established public trading market for our common stock. We do not have any common stock subject to outstanding options or warrants to purchase and there are no securities outstanding that are convertible into our common stock.




Recent Sales of Unregistered Securities




On August 15, 2009, we issued 625,000 restricted common shares at the price of $0.80 per share to one investor, Hou Yu Zhen. We relied on Regulation S, promulgated under Securities Act, as amended, for registration exemption of the issuance because Ms. Hou is a non-US resident.




On August 8, 2009, we issued 1,419,300 restricted common shares to Universe Crown Consultants Limited (“Universe Crown”) for consulting services, pursuant to a consulting agreement entered between us and Universe Crown dated August 8, 2009. Universe Crown is a Hong Kong company with experience in general corporation planning and business advisory services. We relied on Regulation S, promulgated under Securities Act, as amended, for registration exemption of the issuance because Universe Crown is a non-US resident. We also relied on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act for exemption because Universe Crown is either an accredited investor or a sophisticated investor, the management of
which possesses sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment.




Purchase of Equity Securities by the Issuer and Affiliated Purchaser




None.




Item 6. Selected Financial Data




Not applicable.




14




Item 7. Management's Discussion and Analysis or Plan of Operation




Overview




The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this registration statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this registration statement, particularly in the section entitled “Risk Factors” beginning on page 7 of this registration statement.




Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.




From the date of our incorporation on July 1, 2005 to June 30, 2011, we have been a development stage company that has only generated revenues of $251,731, which was from our only customer and represented 100% of our total revenue.




Our operating expenses are classified primarily into four categories:




1.
Consulting fees, which consists primarily of fees paid to various consultants for the year. The amount incurred by us during the year ended June 30, 2011 was $72,000, as compared to $1,887,375 for the year ended June 30, 2010. The large amount in consulting fees from the previous year was due primarily to $1,774,125 of stock-based compensation issued to Universe Crown Consultant Limited for providing corporation planning and business advisory services to us in fiscal 2010 pursuant to an August 8, 2009 consultancy agreement.




2.
General and administrative expenses, which consist primarily of legal, accounting and audit fees as well as the expenses incurred for rent and other administrative expenses. The amount incurred by us during the year ended June 30, 2011 was $223,444 compared to $237,841 for the year ended June 30, 2010.




3.
Mineral property exploration costs of $11,075 for the year ended June 30, 2011 as compared to $47,302 incurred for the year ended June 30, 2010 pursuant to the Letter of Intent with JinXin dated August 12, 2009.




4.
Travel cost of $40,596 during the year ended June 30, 2011, compared to $42,081 for the year ended June 30, 2010.




Our common stock is quoted on the National Association of Securities Dealers Inc.’s OTC Bulletin Board under the trading symbol “GDLM”. As of October 13, 2011, our common stock was traded at $1.10 per share in the public market.




We will require further financing to fund the expansion of our business and by being a public company we will be a more attractive investment for a wider range of potential investors. On a going-forward basis, we anticipate that our legal and accounting/audit expenses as a result of “going public” will be approximately $40,000 annually, which will primarily consist of the costs associated with our continuous disclosure and financial reporting obligations.




15





Liquidity and Capital Resources




At June 30, 2011, our company had current assets of $1,485,488, including $25,488 in cash, compared to current assets of $1,017,507, including $17,507 in cash, for the year ended June 30, 2010.




As of June 30, 2011, we had working capital deficit of $923,407 compared to $255,192 as of June 30, 2010.




We did not generate any revenues in the years ended June 30, 2011 and June 30, 2010. We have generated revenues of $251,731 since our inception to June 30, 2011. We have incurred a net loss of $2,725,182 from inception (July 1, 2005) to June 30, 2011.




As at June 30, 2011, our total current liabilities increased to $948,895 from $272,699 at June 30, 2010, primarily due to loans payable to related parties for $411,200 as of June 30, 2011.




Results of Operations – Year ended June 30, 2011




As of June 30, 2011, we are a development stage company that from inception to June 30, 2011 and has only generated revenues of $251,731, which was from our only customer and represented 100% of our total revenue.




We incurred a net loss of $388,215 for the year ended June 30, 2011, compared to a net loss of $2,125,226 for the year ended June 30, 2010. The substantial decrease in the net loss from the previous year was primarily due to lower stock-based compensation anda result of higher expenses in 2010 that wereassociated with the Letter of Intent to acquire Long Du and apply for the Yang Tan mining exploitation permit.


Pursuant to the Letter of Intent entered into with Jinxin on August 12, 2009 and the potential acquisition of a 62% interest in Long Du, the owner of the Yang Tan prospecting permit no. 510000073032, we are conducting due diligence on Long Du and the Yang Tan property and are in the process of having a geological report prepared. We intend to spend a total of approximately $3 million to have the geological report prepared, complete the acquisition of the property, purchase equipment and hire contractors to begin exploration activities.




We do not expect to make any significant changes in our number of employees over the next twelve months.




We do not expect any significant sale or purchase of plant or equipment over the next twelve months.




We expect to spend approximately $20,000 to $50,000 on research or development over the next twelve months to improve our current product, the Liners, and possibly to find or develop new products that our company might offer.




16




We expect to be able to satisfy our minimum cash requirements for our liner business over the next twelve months. However, we will require financing of approximately $3 million to acquire Long Du and begin exploration activities. Our planned operating expenditures for the next twelve months are as follows:




Operating expendituresEmployees and Consultants

$
300,000Costs to Acquire the Yang Tan Gold Mine

$
1,000,000Equipment Purchase and Engaging MiningExploration Contractors

$
2,000,000Costs Associated with Raising Capital

$
120,000Research and Development

$
50,000General and Administrative

$
100,000Working capital

$
150,000Total

$
3,720,000




There can be no assurance that we will be able to raise the substantial additional capital resources necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of, additional financing and there can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on us, such as requiring us to significantly curtail or cease operations.




To raise the additional funds that we will require, we intend to sell additional shares of our common stock or through borrowing the money. There can be no assurance that we will be able to raise the funds necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of, additional financing and there can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. If we are unable to obtain additional financing, we may be required to significantly curtail or cease our operations.




Due to the uncertainty of our ability to meet our current operating and capital expenses, the audit report prepared by our independent registered public accounting firm relating to our consolidated financial statements for the year ended includes an explanatory paragraph expressing the substantial doubt about our ability to continue as a going concern.




Off-Balance Sheet Arrangements and Contractual Obligations




Our company has no outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.




We believe that our limited history of revenue generation make the prediction of future results of operations difficult, and, accordingly, our operating results should not be relied upon as an indication of future performance.




17




Item 7A.  Quantitative and Qualitative Disclosures about Market Risk




As at June 30, 2011, we have not entered into or acquired financial instruments that have a material market risk. We have no financial instruments for trading or other purposes or derivative or other financial instruments with off balance sheet risk. All financial assets and liabilities are due within the next twelve months and are classified as current assets or liabilities in the balance sheets provided with this report. The fair value of all financial instruments at June 30, 2011 approximate their carrying values.




Item 8.  Financial Statements and Supplementary Data




Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.




The following consolidated financial statements are filed as part of this annual report:




Golden Century Resources Limited




(A Development Stage Company)




June 30, 2011




Report of Independent Registered Public Accounting Firm
F-1Balance Sheets
F-2Statements of Operations
F–3Statements of Cash Flows
F-4Statement of Stockholders’ Equity (Deficit)
F-5Notes to the Financial Statements
F-6








18










Report of Independent Registered Public Accounting Firm




To the Directors and Stockholders


Golden Century Resources Limited


(A Development Stage Company)




We have audited the accompanying balance sheets of Golden Century Resources Limited (a Development Stage Company) as of June 30, 2011 and 2010, and the related statements of operations, cash flows and stockholders' equity for the years then ended and accumulated for the period from July 1, 2005 (Date of Inception) to June 30, 2011. 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 audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
  In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of Golden Century Resources Limited (a Development Stage Company) as of June 30, 2011 and 2010, and the results of its operations and its cash flows for the years then ended and accumulated for the period from July 1, 2005 (Date of Inception) to June 30, 2011 in conformity with accounting principles generally accepted in the United States.
  The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ “MANNING ELLIOTT LLP”


CHARTERED ACCOUNTANTS




Vancouver, Canada




October 13, 2011




F-1





Golden Century Resources Limited


(A Development Stage Company)


Balance Sheets


(Expressed in U.S. dollars)




June 30,

2011

$


June 30,

2010

$ASSETSCurrent AssetsCash


25,488



17,507Total Current Assets


25,488



17,507Deposit (Note 3)


1,460,000



1,000,000Total Assets


1,485,488



1,017,507LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent LiabilitiesAccounts payable


299,995



185,621Due to related parties (Note 4)


219,177



87,078Franchise tax payable


18,523



–Loans payable (Note 5)


411,200



–Total Liabilities


948,895



272,699Contingencies and Commitments (Notes 1 and 7)Subsequent Events (Note 10)Stockholders’ EquityPreferred StockAuthorized: 20,000,000 shares, par value $0.0001Issued: no shares


–



–Common StockAuthorized: 250,000,000 shares, par value $0.0001Issued: 17,257,300 (June 30, 2010 – 17,057,300) shares


1,726



1,706Additional Paid-in Capital


3,260,049



3,080,069Deficit Accumulated During the Development Stage


(2,725,182
)


(2,336,967
)Total Stockholders’ Equity


536,593



744,808Total Liabilities and Stockholders’ Equity


1,485,488



1,017,507




(The accompanying notes are an integral part of these financial statements)





F-2





Golden Century Resources Limited


(A Development Stage Company)


Statements of Operations


(Expressed in U.S. dollars)




Accumulated from

July 1, 2005 (Date

of Inception) to

June 30,

2011

$


For the Year

Ended

June 30,

2011

$


For the Year

Ended

June 30,

2010

$RevenueSales


251,731



–



–Cost of sales


(76,552
)


–



–Gross Profit


175,179



–



–Operating ExpensesConsulting


2,223,834



72,000



1,887,375General and administrative expenses


588,911



223,444



237,841Mineral property exploration costs (Note 3)


58,377



11,075



47,302Travel


106,142



40,596



42,081Financing fees (Note 5)


41,100



41,100



–Total Operating Expenses


3,018,364



388,215



2,214,599Loss before other items


(2,843,185
)


(388,215
)


(2,214,599
)Other Income


28,630



–



–Gain on debt settlement


89,373



–



89,373Net Loss and Comprehensive Loss


(2,725,182
)


(388,215
)


(2,125,226
)Net Loss Per Share – Basic and Diluted






(0.02
)


(0.14
)Weighted Average Shares Outstanding






17,166,000



15,395,000





(The accompanying notes are an integral part of these financial statements)




F-3




Golden Century Resources Limited


(A Development Stage Company)


Statements of Cash Flows


(Expressed in U.S. dollars)


(Unaudited)





Accumulated from

July 1, 2005 (Date

of Inception) to

June 30,

2011

$


For the Year

Ended

June 30,

2011

$


For the Year

Ended

June 30,

2010

$Operating ActivitiesNet loss for the period


(2,725,182
)


(388,215
)


(2,125,226
)Adjustments to reconcile net loss to net cash used inoperating activities:Gain on debt settlement


(89,373
)


–



(89,373
)Stock-based compensation


1,821,875



–



1,774,125Changes in operating assets and liabilitiesPrepaid expenses


–



–



1,497Accounts payable and accrued liabilities


365,995



114,374



176,754State franchise tax


18,523



18,523Due to a related party


270,050



132,099



89,578Loans Payable


411,200



411,200



–Net Cash Provided by (Used in) Operating Activities


73,088



287,981



(172,645
)Investing ActivitiesDeposits


(1,457,250
)


(460,000
)


(1,000,000
)Net Cash Used in Investing Activities


(1,457,250
)


(460,000
)


(1,000,000
)Financing ActivitiesProceeds from sale of common stock


1,409,650



180,000



1,188,000Net Cash Provided by Financing Activities


1,409,650



180,000



1,188,000Change in Cash


25,488



7,981



15,355Cash – Beginning of the Period


–



17,507



2,152Cash – End of the Period


25,488



25,488



17,507Non-Cash Financing and Investing ActivitiesCommon shares issued for services


1,852,125



–



1,774,125Common shares issued to settle debt


27,500



–



–Supplemental DisclosuresInterest paid


–



–



–Income taxes paid


–



–



–




(The accompanying notes are an integral part of these financial statements)




F-4





Golden Century Resources Limited


(A Development Stage Company)


Statement of Stockholders’ Deficit


From July 1, 2005 (Date of Inception) to June 30, 2011


(Expressed in U.S. dollars)




DeficitAccumulatedAdditional





During thePaid-in


Subscriptions


DevelopmentShares


Amount


Capital


Receivable


Stage


Total#


$


$


$


$


$Balance – July 1, 2005

(Date of Inception)


–



–



–



–



–



–Issuance of common shares for services at $0.001/share


10,000,000



1,000



9,000



–



–



10,000Issuance of common shares for cash at $0.05/share


333,000



33



16,617



–



–



16,650Common stock subscribed at $0.01/share


2,500,000



250



24,750



(25,000
)


–



–Net loss for the year


–



–



–



–



(29,244
)


(29,244
)Balance – June 30, 2006


12,833,000



1,283



50,367



(25,000
)


(29,244
)


(2,594
)Issuance of common shares for services at $0.05/share


660,000



66



32,934



–



–



33,000Subscriptions received


–



–



–



25,000



–



25,000Issuance of common shares for services at $0.05/share


100,000



10



4,990



–



–



5,000Net loss for the year


–



–



–



–



(112,494
)


(112,494
)Balance – June 30, 2007


13,593,000



1,359



88,291



–



(141,738
)


(52,088
)Issuance of common shares for services at $0.05/share


600,000



60



29,940



–



–



30,000Net loss for the year


–



–



–



–



(44,659
)


(44,659
)Balance – June 30, 2008


14,193,000



1,419



118,231



–



(186,397
)


(66,747
)Net loss for the year


–



–



–



–



(25,344
)


(25,344
)Balance – June 30, 2009


14,193,000



1,419



118,231



–



(211,741
)


(92,091
)Issuance of common shares at $0.80/share


625,000



63



499,937



–



–



500,000Share issuance cost


–



–



(50,000
)


–



–



(50,000
)Issuance of common shares for services at $1.25/share


1,419,300



142



1,773,983



–



–



1,774,125Issuance of common shares at $1.00/share


820,000



82



819,918



–



–



820,000Share issuance cost


–



–



(82,000
)


–



–



(82,000
)Net loss for the year


–



–



–



–



(2,125,226
)


(2,125,226
)Balance – June 30, 2010


17,057,300



1,706



3,080,069



–



(2,336,967
)


744,808Issuance of 200,000 shares  at $1.00/share


200,000



20



199,980



–



–



200,000Finder’s fees


–



–



(20,000
)


–



–



(20,000
)Net loss for the year


–



–



–



–



(388,215
)


(388,215
)Balance – June 30, 2011


17,257,300



1,726



3,260,049



–



(2,725,182
)


536,593




(The accompanying notes are an integral part of these financial statements)


F-5




Golden Century Resources Limited
 (A Development Stage Company)
 Notes to the Financial Statements
 June 30, 2011
 (Expressed in U.S. dollars)




1.Nature of Operations and Continuance of Business




The Company was incorporated in the State of Delaware on July 1, 2005 as Golden Century Technologies Corp. and changed its name to Golden Century Resources Limited on September 8, 2009. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company is based in Wilmington, Delaware, and its principal business is the production and distribution of Flushable Colostomy and Ostomy Pouch Liners (the “Liners”) for colostomy and ostomy patients. The Company has entered into two agreements with Colo-Majic Liners, Inc. (“Colo-Majic”), the inventor of the
Liner product. The first agreement is to supply the Liner products to the North American market, and the second agreement is to manufacture, market and distribute the Liner product in the People’s Republic of China.
 
 On August 12, 2009, the Company entered into a Letter of Intent with JinXin Copper Holding Limited (“JinXin”), a British Virgin Island corporation that owns 62% of Nanjiang Long Du Mining Industrial Limited Corporation (“Long Du”). Long Du is incorporated in Sichuan Province in the People’s Republic of China and owns a prospecting permit of the Yang Tan Gold Mine (“Yang Tan”). Pursuant to the Letter of Intent, the Company intends to acquire all the rights to Yang Tan owned by JinXin. In accordance with the Letter of Intent, the Company agreed to pay a total of $1,000,000 to JinXin as a deposit to be used only for expenses relating to the application for the government exploitation
permit for Yang Tan. On August 15, 2009, the Company paid $500,000 to JinXin. On December 18, 2009, the Company entered into a Letter of Agreement with JinXin pursuant to which the Company paid the remaining deposit of $500,000. During fiscal 2011 further payments totaling $460,000 were made to JinXin to cover additional expenses relating to the government exploitation permit. Upon closing, the Company will issue from treasury and deliver to JinXin a yet to be determined amount of common shares of the Company’s capital stock, and pay any additional consideration that is agreed to be paid as part of the consideration in the Definitive Agreement as described in the Letter of Agreement. The amounts paid will be refunded to the Company in the event that the Definitive Agreement is not signed. Mining exploration will be another principal business of the Company upon executing the
Definitive Agreement. The Definitive Agreement has not closed as at October 13, 2011.
 
 These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s planned principal activities have commenced, but the Company is still in the early stage of development. In a development stage company, management devotes most of its activities to developing a market for its products and services. The Company has generated minimal revenue and has not paid dividends, and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from
its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at June 30, 2011, the Company has a working capital deficit of $923,407 and accumulated losses of $2,725,182 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
 As at June 30, 2011 the Company had cash of $25,488 on hand. Management’s plan is to continue raising additional funds through future equity or debt financings until it achieves profitable operations from its production and sale activities. Management estimates that it will require additional financing of approximately $750,000 to $1,500,000 over the next twelve months for production of the Liner products, marketing campaigns, mining operation and administrative costs. There is no assurance that the Company will be able to raise sufficient cash to fund its future exploration programs and operational expenditures.




2.Summary of Significant Accounting Principles




a) Basis of Presentation




These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is June 30.




F-6




Golden Century Resources Limited
 (A Development Stage Company)
 Notes to the Financial Statements
 June 30, 2011
 (Expressed in U.S. dollars)





2.  Summary of Significant Accounting Principles (continued)




b) Use of Estimates




The preparation of financial statements in conformity with US generally accepted accounting principles 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 revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.




c) Cash and Cash Equivalents




The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.




d) Inventory




Inventory is determined on a first-in, first-out basis and is stated at the lower of cost or market. Market is determined based on the net realizable value, with appropriate consideration given to excessive levels, future demand and other factors. The Company did not have any inventory as of June 30, 2011 and 2010.




e) Basic and Diluted Net Income (Loss) per Share




The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share (“ASC 260”). ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.




f) Comprehensive Loss


ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2011 and 2010, the Company has no items that represent other comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.




g) Financial Instruments and Risk




The Company’s financial instruments consist principally of cash, accounts payable and due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.




Concentrations:




Financial instruments which potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company deposits cash with a high quality financial institution.




Foreign Currency Risk:




The Company undertakes certain transactions in Canadian dollars, Hong Kong dollars and Chinese Renminbi and as such is subject to risk due to fluctuations in exchange rates. The Company does not use derivative instruments to hedge exposure to foreign currency risk.





F-7




Golden Century Resources Limited
 (A Development Stage Company)
 Notes to the Financial Statements
 June 30, 2011
 (Expressed in U.S. dollars)





2.  Summary of Significant Accounting Principles (continued)




h) Income Taxes




Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.




i) Foreign Currency Translation




The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars, Hong Kong dollars, and Chinese Renminbi and management has adopted ASC 830, Foreign Currency Translation Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the determination of income.




j) Mineral Property Costs




The Company has recently engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. In the event that a mineral property is acquired through the issuance of the Company’s shares, the mineral property will be recorded at the
fair value of the respective property or the fair value of common shares, whichever is more readily determinable.




When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and bankable feasibility, the costs incurred to develop such property are capitalized.




k) Revenue Recognition




Revenues consist of the sale of the plastic liners and are recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the products shipped, and collectability is reasonably assured.




The Company continually monitors timely payments and assesses any collection issues regarding accounts receivable. At the time of sale, any significant customer accounts that are not expected to be collected are excluded from revenues.




l) Stock-based Compensation




In accordance with ASC 718, Compensation – Stock Based Compensation,and ASC 505,Equity Based Payments to Non-Employees, the Company accounts for share-based payments using the fair value method. The Company has not issued any stock options since its inception. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the
measurement date, whichever is more readily determinable.







F-8




Golden Century Resources Limited
 (A Development Stage Company)
 Notes to the Financial Statements
 June 30, 2011
 (Expressed in U.S. dollars)





2.  Summary of Significant Accounting Principles (continued)




m) Recent Accounting Pronouncements




In January 2010, the FASB issued ASU No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends the ASC Topic 820, Fair Value Measurements and Disclosures.  ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements.  The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures concerning
purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  The adoption of this amendment did not have a material effect on the Company’s financial statements.




The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.




3.  Deposit onMineral Property




On August 12, 2009, the Company entered into a Letter of Intent with JinXin Copper Holding Limited (“JinXin”), a British Virgin Island corporation that owns 62% of Nanjiang Long Du Mining Industrial Limited Corporation (“Long Du”). Long Du is incorporated in Sichuan Province in the People’s Republic of China and owns a prospecting permit of the Yang Tan Gold Mine (“Yang Tan”). Pursuant to the Letter of Intent, the Company will acquire all the rights to Yang Tan owned by JinXin. In accordance with the Letter of Intent, the Company agreed to pay a total of $1,000,000 to JinXin as a deposit to be used only for expenses relating to the application for the government exploitation permit for Yang Tan. On August 15, 2009, the Company paid
$500,000 to JinXin. On December 18, 2009, the Company entered into a Letter of Agreement with JinXin pursuant to which the Company paid the remaining deposit of $500,000. The amount is fully refundable to the Company if the exploitation permit application for the Yang Tan Gold Mine is not successful, anytime before the execution of the Definitive Agreement. After the execution of the Definitive Agreement, the amount will be non-refundable. The Company has recorded the two $500,000 payments as a deposit as the agreement states this amount is fully refundable if the permit application is unsuccessful and JinXin has the ability and intent to refund the deposit if the application is unsuccessful. During the year ended June 30, 2011, the Company paid a further $460,000 to JinXin and incurred mineral property expenditures of $11,075 which have expensed in the current year.
  Upon closing, the Company will issue from treasury and deliver to JinXin a yet to be determined amount of common shares of the Company’s capital stock, and pay any additional consideration that is agreed to be paid as part of the consideration in the Definitive Agreement as described in the Letter of Agreement. As of June 30, 2011, the Definitive Agreement has not closed.
  4.Related Party Transactions


a)
On July 1, 2009, the Company entered into an agreement with the Secretary of the Company for consulting services to the Company at $3,000 per month. As at June 30, 2011, $27,310 (2010 - $26,847) is owed to this individual for the services and expenses paid on behalf of the Company. The amount owing is unsecured, non-interest bearing and is due on demand.
 
 b)
On July 1, 2009, the Company entered into an agreement with the President of the Company for consulting services to the Company at $3,000 per month (increased to $5,000 per month on July 1, 2011, see Note 10), renewable as long as services are provided to the Company. As at June 30, 2011, $135,327 (2010 - $60,230) is owed to the president for the services and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and is due on demand.
 
 c)
At June 30, 2011, the Company owed $56,540 to a shareholder for advances and expenses paid on behalf of the Company.  The amount is unsecured, non-interest bearing and is due on demand.


F-9




Golden Century Resources Limited
 (A Development Stage Company)
 Notes to the Financial Statements
 June 30, 2011
 (Expressed in U.S. dollars)
 
 5.Loans Payable
 During the year ended June 30, 2011, two unrelated third parties advanced $411,200 (loan is denominated in Hong Kong Dollars 3,200,000).  At June 30, 2011, these amounts are unsecured, non-interest bearing and due on demand.  A 10% financing fee was incurred for arranging the advances and $41,100 is recorded in expenses.  Subsequent to June 30, 2011, the Company agreed to issue convertible notes in exchange for these advances as described in Note 10.
 
 6.Common Stock




On December 13, 2010, the Company issued 200,000 shares at $1.00 per share for gross proceeds of $200,000. The Company paid a finder’s fee of $20,000 in connection with the private placement.




7.Commitments




a)
The Company entered into an agreement dated September 28, 2006 with Colo-Majic Liners, Inc. (“Colo-Majic”) to grant the Company a license to manufacture, develop and distribute the Liner product in the mainland of the People’s Republic of China, excluding Hong Kong, Macau and Taiwan. The Company must pay the following license fees on a bi-annual basis:




i.
$1.00 for each box of three hundred of the Liner products during the first two years;




ii.
$2.00 for each box of three hundred of the Liner products during the third and fourth years;




iii.
$3.00 for each box of three hundred of the Liner products during the fifth and sixth years, and thereafter until termination of the license agreement.




On January 15, 2007, the agreement was amended to add additional territories of Hong Kong, Taiwan, Macau and the Middle East including United Arab Emirates, Saudi Arabia, Turkey, Egypt, Yemen, Oman, Israel, Iraq, Iran, Bahrain, Qatar and Jordan.




This license expires on April 21, 2015. This license will continue until April 21, 2015 as long as the terms and conditions of this agreement are being met.




b)
On January 16, 2007, the Company entered into a Distribution Agreement with T-Ray Science, Inc. (“T-Ray”), granting T-Ray the non-exclusive distribution right to promote, sell and distribute the Colo-Majic Flushable Liner in the Middle East including United Arab Emirates, Israel, Saudi Arabia, Iran, Egypt and Turkey.




8.Fair Value Measurements




The Company’s financial instruments consist principally of cash, accounts payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of June 30, 2011 as follows:




Fair Value Measurements Using




Quoted Prices in


SignificantActive Markets


Other


SignificantFor Identical


Observable


UnobservableInstruments


Inputs


Inputs(Level 1)

$


(Level 2)

$


(Level 3)

$


Total

$Assets:Cash


25,488



–



–



25,488







F-10




Golden Century Resources Limited
 (A Development Stage Company)
 Notes to the Financial Statements
 June 30, 2011
 (Expressed in U.S. dollars)




9.Income Taxes




The Company has incurred total net operating tax losses of $978,220 since inception which expire beginning in fiscal 2030.




The income tax benefit differs from the amount computed by applying the federal income tax rate of 35% to net loss for the years ended June 30, 2011 and 2010 as a result of the following:




2011

$


2010

$Income tax benefit computed at the statutory rate


135,875



743,829Permanent differences


(10,127
)


(593,384
)Change in valuation allowance


(125,748
)


(150,445
)Provision for income taxes


–



–




Significant components of the Company’s deferred tax assets and liabilities as at June 30, 2011, after applying enacted corporate income tax rates, are as follows:




2011

$


2010

$Deferred income tax assetsNet operating losses carried forward


348,845



223,105Valuation allowance


(348,845
)


(223,105
)Net deferred income tax asset


–



–




10.Subsequent Events




On July 1, 2011, the Company entered into four consulting contracts, each with monthly fees of $5,000 per month for a period of one year. One of these consulting agreements was made with the President of the Company.
 
 On July 12, 2011, the Company entered into two convertible notes of $257,000 (HKD 2,000,000) and $154,200 (HKD 1,200,000) in exchange for the advances described in Note 5.  The convertible notes bear interest at 10% per annum, are payable one year from the advance of the funds and are convertible at $0.60 per share.


F-11




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




None.




Item 9T.  Controls and Procedures.




Disclosure Controls and Procedures




We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2011 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and President, David Lee. Based upon that evaluation, our Chief Executive Officer and President concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.




Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and President, to allow timely decisions regarding required disclosure.




Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the year ended June 30, 2011 fairly present our financial condition, results of operations and cash flows in all material respects.




Management's Annual Report on Internal Control Over Financial Reporting




Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.




Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) 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 its management and directors; and (3) 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.




Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.




A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.




19





Under the supervision and with the participation of our Chief Executive Officer and President, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.




Management assessed the effectiveness of the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:




Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.




Insufficient Written Policies & Procedures: We have insufficient written policies and procedures for accounting and financial reporting.




Inadequate Financial Statement Closing Process:We have an inadequate financial statement closing process.




Lack of Audit Committee Financial Expert:Our audit committee has deficiencies due to the fact that it does not have an audit committee financial expert.




Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) prepare and implement sufficient written policies and checklists for financial reporting and closing processes and (4) may consider appointing outside directors and audit committee members in the future.




Management, including our Chief Executive Officer and President, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.




This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.




Changes in internal control over financial reporting




There were no changes in our internal control over financial reporting that occurred during the fiscal year ended June 30, 2011 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.




Limitations on the effectiveness of controls and procedures




Our management, including our Chief Executive Officer and President, do not expect that our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.




20




PART III






Item 10.  Directors, Executive Officers and Corporate Governance




Identification of Directors, Executive Officers, Promoters and Control Persons




Our directors hold office until the next annual meeting of the stockholders or until her successor has been elected and qualified. The officers of our company are appointed by our directors and hold office until their death, resignation or removal from office. As of June 30, 2011, the names, age, positions held, and dates first elected or appointed of our directors and executive officers are as follows:




Name
Position Held with the Company
Age
Date First Electedor AppointedDavid Cheng Lee
Chief Executive Officer, President, Treasurer and Director
40
June 2009




Business Experience




David Cheng Lee




Mr. David Cheng Lee is a business executive who over the years has worked with leading technology companies in China, Hong Kong, the USA and Canada. As the founder of MBN Communications Systems International Ltd, one of the leaders in broadband wireless internet software and hardware communications products and services, Mr. Lee has successfully assembled teams of technology experts and financed the development of new innovative technologies, software and hardware management systems. From year 2001, he has been the Chairman & CEO of the company. Mr. Lee leads the company’s effort to identify, select and develop innovative marketing and business development strategies. Under his leadership, the company has
successfully extended its business network from North America to China, South America and Australia. Mr. Lee has not previously held any positions as a director or officer of a public company. Mr. Lee has taken computer training at the British Columbia Institute of Technology.




Involvement in Certain Legal Proceedings




Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:




1.
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;




2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);




3.
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or,




4.
being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.




21





Section 16(a) Beneficial Ownership Compliance




Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended June 30, 2011, all filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.




Nomination for Directors




All proceedings of the board of directors for the year ended June 30, 2011 were conducted by resolutions consented to in writing by the sole director and filed with the minutes of the proceedings of the director.




We do not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.




A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President, David Cheng Lee, at the address appearing on the first page of this annual report.




Code of Ethics




We have not yet adopted a corporate code of ethics. Our board of directors is considering, over the next year, establishing a code of ethics to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.




Audit Committee and Audit Committee Financial Expert




We currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by the board of directors.




Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial expert", nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD Rules.




We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to
date.




22




Item 11. Executive Compensation




No executive officer of our company received an annual salary and bonus that exceeded $60,000 during the fiscal years ended June 30, 2011.




The following table shows the particulars of compensation paid to the following persons, where applicable, for the year ended June 30, 2011:




(a)
our principal executive officer;




(b)
each of our two most highly compensated executive officers who were serving as executive officers at the year ended June 30, 2011; and




(c)
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year,




who we may collectively refer to as the named executive officers:




SUMMARY COMPENSATION TABLEName

and Principal

Position
Year
Salary

($)
Bonus

($)
Options

granted
Option

Awards

($)(5)
Non-Equity

Incentive

Plan

Compensa-

tion

($)
Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)
All

Other

Compensa-

tion

($)
Total

($)David Cheng

Lee, President, Treasurer and Director
2011
36,000
-
-
-
-
-
-
36,000(1)Hong Yang,

Former Secretary andDirector (2)
2011
-
-
-
-
-
-
-
-




(1)This amount was accrued but not paid.
  (2)Hong Yang resigned as our Secretary and director on June 8, 2011.


There are no written employment or consulting agreements between our company and any of our directors and executive officers. There was a consulting agreement entered into on July 1, 2009 for six months with David Lee, however this agreement has expired. On January 1, 2010, we verbally agreed to pay Mr. Lee compensation of $3,000 per month for providing services as our President. Payments made to Mr. Lee are approved by our Board of Directors.




23





Pension, Retirement or Similar Benefit Plans




There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of
resignation, retirement, change of control) or a change of responsibilities following a change of control.




Stock Options and Stock Appreciation Rights




From the date of inception July 1, 2005, we did not grant any stock options or stock appreciation rights to any of our directors or officers.




As of the date of this annual report on Form 10-K, we have not adopted a stock option plan.




OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOption Awards
Stock AwardsName
Numberof

Securities

Underlying

Unexercised

Options

(#)

Exercisable
Numberof

Securities

Underlying

Unexercised

Options

(#)

Unexercisable
EquityIncentive

PlanAwards:

Numberof

Securities

Underlying

Unexercised

Unearned

Options

(#)
Option

Exercise

Price

($)
Option

Expiration

Date
NumberofShares

orUnitsofStock

ThatHaveNot

Vested

(#)
MarketValue

ofSharesor

UnitsofStock

ThatHaveNot

Vested

($)
EquityIncentive

PlanAwards:

Number of

UnearnedShares,

Units orOther

Rights

ThatHave Not

Vested

(#)
EquityIncentive

PlanAwards:

Market orPayout

Value of

Unearned

Shares,Units or

OtherRights

That HaveNot

Vested

($)Hong Yang
-
-
-
-
-
-
-
-
-David Lee
-
-
-
-
-
-
-
-
-




(1)Hong Yang resigned as our Secretary and director on June 8, 2011.




24




Compensation of Directors




Directors may be paid their expenses for attending each meeting of the directors and may be paid a fixed sum for attendance at each meeting of the directors or a stated salary as director. No payment precludes any director from serving our company in any other capacity and being compensated for such service. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.




On or about July 5, 2005, we approved the issuance of 10,000,000 shares of its common stock to Hong Yang for services rendered in the amount of $10,000. The terms of this transaction were determined by the Board of Directors. Ms. Yang resigned as Secretary and a director of our company on June 8, 2011.




Other than as described in the paragraph above, we have no present formal plan for compensating our directors for their service in their capacity as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board. The board may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated in this annual report, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments during the fiscal year ended June 30,
2011.




DIRECTOR COMPENSATIONName
Fees

Earned

or Paid in

Cash

($)
Option

Granted
Option

Awards

($)(3)
Non-Equity

Incentive

Plan

Compensation

($)
Change in Pension

Value and

Nonqualified

Deferred

Compensation

Earnings
All

Other

Compensation

($)
Total

($)Hong Yang
-
-
-
-
-
-
-David Lee
-
-
-
-
-
-
-




(1)Hong Yang resigned as our Secretary and director on June 8, 2011.




Employment Contracts, Termination of Employment and Change In Control Arrangements




Other than as set out below, we have not entered into any employment agreement or consulting agreement with our directors and executive officers.




As of June 30, 2011, our former Secretary and director, Hong Yang provided management services and office premises to our company. We have no written agreement with Ms. Yang for the provision of services or her compensation and she is not compensated for her services. On July 1, 2009, we signed an employment agreement with Hong Yang for a monthly salary of $3,000 for a period of six months. After the expiration of this employment agreement, Ms. Yang no longer receives a salary for her services.  Ms. Yang resigned as our Secretary and a director on June 8, 2011.




As of June 30, 2011, the director, David Cheng Lee provides business development to our company since June 25, 2009. We have no written agreement with Mr. Lee for the provision of services or his compensation and he is not compensated for his services. On January 1, 2010, we verbally agreed to pay Mr. Lee a monthly salary of $3,000.




25





Since August 1, 2005, we have also engaged two independent consultants in the areas of assisting us for overseas production and marketing management, business development in China and the consulting agreements were terminated on July 31, 2009.




On July 1, 2009, we engaged Acme Group Consultants Limited as our independent consultant in the areas of assisting us for business development.




On July 1, 2009, we also engaged Mr. Au as our independent consultant in the area of assisting us for business development.




There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.




We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.




Family Relationships




None of the directors or officers of our company are related by blood or marriage.




Indebtedness of Directors, Senior Officers, Executive Officers and Other Management




None of the directors or executive officers of our company or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.




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




As of the date of this annual report on Form 10-K, we have not adopted a stock option plan. The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.




EQUITY COMPENSATION PLANSPlan Category
Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

(a)
Weighted-average

exercise price of

outstanding options,

warrants and rights

(b)
Number of securities remaining

available for issuance under

equity compensation plans

(excluding securities reflected

in column (a))

(c)Equity Compensation Plans approved by security holders
Nil
Nil
NilEquity Compensation Plans not approved by security holders
Nil
Nil
NilTotal
Nil
Nil
Nil




There are no outstanding options or warrants to purchase, or securities convertible into, any of our common stock.




26




The following table sets forth, as of June 30, 2011, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each director, nominee and named executive officer of our company and our wholly-owned operating subsidiary, and by the directors and executive officers of our company as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.




Name and Address of Beneficial Owner
Amount and Nature of

Beneficial Ownership
Percentage

of Class(1)(2)David Cheng Lee
Nil
NilHong Yang (3)

Room 707 Zhidi Building, No. 6 Jiao Chang Xi Road,

Guangzhou, China
631,390(4)
3.70%Total (directors and officers as a group)
631,390
3.70%


(1)
Rule 13d-3 under the Exchange Act, defines a beneficial owner of a security as any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on June 30, 2011.


(2)
Based on 17,257,300 shares outstanding as of June 30, 2011.


(3)
Hong Yang resigned as our Secretary and director on June 8, 2011.


(4)
Of these, 631,390 are held directly by Hong Yang.




Item 13.  Certain Relationships And Related Transactions, Director Independence




There has been no transaction, nor is there any currently proposed transaction, since the beginning of the year June 30, 2011, in which the small business issuer was or is to be a participant, and the amount involved exceeds the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years, and in which any related person had or will have a direct or indirect material interest. A related person is a director or executive officer of our company; a nominee for election as a director of our company; a beneficial owner of more than five percent of the outstanding shares of our common stock; or any member of the immediate family of any
such person.




Ms. Hong Yang has been our President, Treasurer, Secretary and sole director since our inception (July 1, 2005). She is also our original founder. On June 25, 2009, she resigned as our president and treasurer but continue to be our secretary and director.  On June 8, 2011, she resigned as our secretary and director.




On or about July 5, 2005, we approved the issuance of 10,000,000 shares of its common stock to Hong Yang for services rendered in the amount of $10,000. The terms of this transaction were determined by the Board of Directors.




27




Item 14. Principal Accounting Fees and Services




The following table sets forth the fees billed to our company for professional services rendered by our company's independent registered public accounting firm, for the year ended June 30, 2011 and June 30, 2010:




Services

2011


2010Audit fees

$
27,200


$
23,750Tax fees

Nil


NilAll other fees

Nil


NilTotal fees

$
27,200


$
23,750




Audit Fees. Consist of fees billed for professional services rendered for the audits of our financial statements, reviews of our interim consolidated financial statements included in quarterly reports, services performed in connection with filings with the Securities and Exchange Commission and related comfort letters and other services that are normally provided by Manning Elliott LLP for the fiscal years ended June 30, 2011 and June 30, 2010 in connection with statutory and regulatory filings or engagements.




Tax Fees. Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.




We do not use Manning Elliott LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Manning Elliott LLP to provide compliance outsourcing services.




Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Manning Elliott LLP is engaged by us to render any auditing or permitted non-audit related service, the engagement be:




●
approved by our audit committee (the functions of which are performed by our sole director); or




●
entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors’ responsibilities to management.




Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our board of directors either before or after the respective services were rendered.




Our board of directors has considered the nature and amount of fees billed by Manning Elliott LLP and believe that the provision of services for activities unrelated to the audit is compatible with maintaining Manning Elliott LLP’s independence.




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PART IV




Item 15.  Exhibits, Financial Statements and Schedules




Exhibit Number
Description(3)
Articles of Incorporation and By-laws3.1
Certificate of Incorporation (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)3.2
Bylaws (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)3.3
Certificate of Ownership filed with the Secretary of State of Delaware dated September 8, 2009 (attached as an exhibit to our Form 8-K filed on October 8, 2009)(10)
Material Contracts10.1
Consulting Agreement dated August 1, 2005 between our Company and Mr. Moyou Yu (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)10.2
Consulting Agreement dated August 1, 2005 between our Company and Ms. Li Yang (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)10.3
Production Agreement dated October 31, 2005 between our Company and Colo-Majic Liners, Inc. (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)10.4
Amendment Consulting Agreement dated August 1, 2006 between our Company and Mr. Moyou Yu (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)10.5
Amendment Consulting Agreement dated August 1, 2006 between our Company and Ms. Li Yang (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)10.6
Licensing Agreement dated September 28, 2006 between our Company and Colo-Majic Liners, Inc. (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)10.7
Amended Licensing Agreement dated January 15, 2007 between our Company and Colo-Majic Liners, Inc. (attached as an exhibit to our Form 8-K filed on January 18, 2007)10.8
Distribution Agreement dated January 16, 2007 between our Company and T- Ray Science, Inc. (attached as an exhibit to our Form 8-K filed on January 18, 2007)10.9
Letter of Intent dated August 12, 2009 between our Company and JinXin Copper Holding Limited (attached as an exhibit to our Form 8-K filed on August 12, 2009)10.10
Letter Agreement dated December 18, 2009 between our Company and JinXin Copper Holding Limited (attached as an exhibit to our Form 8-K filed on December 23, 2009)10.11
Form of Private Placement Subscription Agreement (attached as an exhibit to our Form 8-K filed on January 27, 2010)10.12
Private Placement Subscription Agreement dated February 18, 2010 between our Company and Wei Qi (attached as an exhibit to our Form 8-K filed on March 29, 2010)10.13
Lock up Agreement dated February 26, 2010 among our Company, Mo You Yu and Au Chi Shung (attached as an exhibit to our Form 8-K filed on March 15, 2010)10.14
Lock up Agreement dated February 26, 2010 among our Company, Yun Zhi Lu and Au Chi Shung (attached as an exhibit to our Form 8-K filed on March 15, 2010)10.15
Lock up Agreement dated February 26, 2010 among our Company, Au Chi Shung and Golden Century Resources Limited (BVI) (attached as an exhibit to our Form 8-K filed on March 15, 2010)10.16
Lock up Agreement dated February 26, 2010 among our Company, Hong Yang and Au Chi Shung (attached as an exhibit to our Form 8-K filed on March 15, 2010)10.17
Lock up Agreement dated February 26, 2010 among our Company, Thomas Braun and Au Chi Shung (attached as an exhibit to our Form 8-K filed on March 15, 2010)10.18
Lock up Agreement dated February 26, 2010 among our Company, Jiyong Yang and Au Chi Shung (attached as an exhibit to our Form 8-K filed on March 15, 2010)10.19*
Consulting Services Agreement dated July 1, 2011 between our Company and David Cheng Lee10.20*
Consulting Services Agreement dated July 1, 2011 between our Company and Albert Au10.21*
Consulting Services Agreement dated July 1, 2011 between our Company and Universe Crown Consultant Limited10.22*
Consulting Services Agreement dated July 1, 2011 between our Company and Global Land Development Inc.10.23
Convertible Loan Agreement dated July 12, 2011 between our Company and City Concept Investments Limited (attached as an exhibit to our form 8-K filed on July 15, 2011)10.24
Convertible Loan Agreement dated July 12, 2011 between our Company and Chan, Lok Cheung (attached as an exhibit to our form 8-K filed on July 15, 2011)(31)
Section 302 Certification31.1*
Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(32)
Section 906 Certification32.1*
Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  * Filed herewith


29




SIGNATURES




Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




GOLDEN CENTURY RESOURCES LIMITED




By:/s/ David Cheng Lee


David Cheng Lee


Chief Executive Officer, President and Director


(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)




Date: October 13, 2011




30