UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





———————


FORM 10-K


———————





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





For the Fiscal Year Ended December 31, 2010





OR





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





For the transition period from N/A to N/A





Commission File Number:  0-52282





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EastBridge Investment Group Corporation


(Exact name of registrant as specified in its charter)


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Arizona

86-1032927State of Incorporation

IRS Employer Identification No.





8040 E. Morgan Trail, Unit 18, Scottsdale, Arizona 85258


(Address of principal executive offices)





(480) 966-2020


(Registrant's telephone number)





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


None





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


Common Stock, no par value per share





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ̈ Yes  þ No




Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ̈ Yes  þ No




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ  No  ̈




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o




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




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




Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
þ




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




State 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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter – $11,835,052 as of June 30, 2010.




State the number of shares outstanding of each of the issuer's classes of equity securities, as of the latest practicable date: As of March 22, 2011, there were 150,781,416 shares of common stock, no par value per share issued and outstanding and no preferred stock, no par value per share, issued and outstanding.




Documents Incorporated By Reference –None










EASTBRIDGE INVESTMENT GROUP CORPORATION


FORM 10-K ANNUAL REPORT


FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010


TABLE OF CONTENTS


PAGEITEM 1.
BUSINESS


4ITEM 1A.
RISK FACTORS


10ITEM 1B.
UNRESOLVED STAFF COMMENTS


16ITEM 2.
PROPERTIES


16ITEM 3.
LEGAL PROCEEDINGS


17ITEM 4.
[REMOVED ANDRESERVED]


17ITEM 5.
MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


17ITEM 6.
SELECTED FINANCIAL DATA


19ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


19ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


23ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


24ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


40ITEM 9A.
CONTROLS AND PROCEDURES


40ITEM 9B.
OTHER INFORMATION


41ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


41ITEM 11.
EXECUTIVE COMPENSATION


44ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


46ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


47ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES


48ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


49SIGNATURES


51
 
 2
 
 Cautionary Note Regarding Forward-looking Statements and Risk Factors




The Company's Form 10-K, any Form 10-Q or any Form 8-K of the Company or any other written or oral statements made by or on behalf of the Company may contain forward-looking statements which reflect the Company's current views with respect to future events and financial performance. The words "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," and similar expressions identify forward-looking statements.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services, developments or industry rankings; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.  Such "forward-looking statements" are subject to risks and uncertainties set forth from time to time in the Company's SEC reports and include, among others, the Risk Factors set forth under Item 1A below.




The risks included herein are not exhaustive. This annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC include additional factors which could impact EastBridge Investment Group Corporation's business and financial performance. Moreover, EastBridge Investment Group Corporation operates in a rapidly changing and competitive environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors. Further, it is not possible to assess the impact of all risk factors on EastBridge Investment Group Corporation's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.




Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Company's views as of the date the statement was made.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.




3




PART I




ITEM 1.
BUSINESS.




As used in this annual report, "we", "us", "our", "EastBridge", "Company" or "our company" refers to EastBridge Investment Group Corporation and, unless the context otherwise requires, all of its subsidiaries.




Overview




EastBridge Investment Group Corporation (formally ATC Technology Corporation) was incorporated in the State of Arizona on June 25, 2001.  The Company's principal activity through June 30, 2005 was to manufacture mobile entertainment products that provided a means to play video game consoles made by Sony, Microsoft and Nintendo in a customer's car, RV, SUV, van or boat with attachable viewing monitors.




In 2005, EastBridge decided to exit the mobile video game market and dedicate its activities to providing investment related services in Asia, with a strong focus on the high GDP growth countries, such as China and India. EastBridge is initially concentrating its efforts in China (Hong Kong, mainland China, Macao and Taiwan).  We provide consulting services to provide viable corporate infrastructure necessary for small to medium-size companies to obtain capital to grow their business.  EastBridge structures its clients as joint ventures, wholly owned foreign enterprises, or guaranteed return ventures, and assists in locating investment banking, financial advisory and other financial services as allowed by the local government. EastBridge locates consultants which assist with marketing, sales and strategic planning services for its clients to prepare them to enter the United States market.




EastBridge is one of a small group of United States companies solely concentrated in marketing financial services to closely held small to mid-size Asian companies that require these services for expansion. In business sectors where EastBridge sees a unique opportunity for growth, EastBridge may form its own foreign subsidiaries with local partners to capture the opportunity.




EastBridge has formed three subsidiaries which have been consolidated with EastBridge from the date of formation.




Consulting Services




EastBridge maintains a company website at: www.EbigCorp.com, the contents of which are not a part of this filing. EastBridge's business plan is to provide financial structure planning and guidance for capital raising transactions whether in the form of public offerings, joint ventures, or merchant banking, to small-to-medium-sized businesses in Asia.  The Company manages its clients’ investor relations services, public relations services, and gives advice on marketing, sales, and strategic planning. The Company provides its clients with valuable information about various U.S. stock markets, and their general entry requirements. The Company provides information about U.S. investors before its clients become reporting companies.  We also serve as consultants and advisors to these companies as they obtain loans, find business partners, find merger candidates or conduct feasibility studies.




EastBridge's target clients are mostly in the Chinese territories and other Asian countries.  EastBridge searches for companies its management believes have viable business strategies which have potential for raising significant capital in U.S. markets.  Though we focus on opportunities that management believes will create value for both our shareholders and clients, we cannot provide any assurance that such opportunities will create value for our shareholders, or otherwise increase the value of their investment in the Company.




4




Our income is derived from the following:




·
Earning fees and stock equities in the companies we represent as a client;


·
Revenues from operating joint ventures with operating companies generating cash flows; and


·
Fees earned in providing bridge loans to small Asian companies through U.S. lending sources.




Competition




At this time, Company management is unaware of any other companies that offer similar services to smaller companies with the same focus in Asia but is aware that this service is presently provided by individuals on a piecemeal basis.  The Company believes that large investment firms cannot obtain the fees from smaller Asian companies they are capable of generating from the larger Asian companies. Smaller consulting or investment companies may lack the resources to penetrate the barriers to raising capital because of geographical, political, linguistic, cultural, or economy-of-scale reasons. However, the major brokerage and financial service companies, as well as some smaller companies, have advertising and marketing capabilities which may be accessed by smaller Asian companies.




As higher returns on investment in Asia become available, these returns will most likely attract new competitors.




Government Approval and Regulation of Industry




The Company faces risks posed by any adverse laws and regulations affecting our business and future treaties or regulations that may be enacted by the U.S. and foreign governments. In order to conduct our business in Asia, we are required to obtain some or all of the following licenses, approvals and/or concessions from each country we are in: business registration, tax certificate, right to conduct business certificate, employment approval, residency approval, asset appraisal, acquisition approval, import/export license and foreign remission approval. The list is subject to additions, dependant on the particular business sectors we decide to enter into in our various Asian markets. We are subject to numerous government approvals and concessions. There is no assurance that we need to obtain all of the approvals and licenses above; nor is there a guarantee that we will obtain any of the approvals and licenses when we are required to do so.




We also are subject to potential U.S. regulations of the consulting services we are providing.  We are not registered as an investment adviser or investment company, banking institution, nor are we a registered broker-dealer.  In the event that we were required to obtain any such registrations, it could prevent us from conducting our business.




We are undergoing an audit by the Internal Revenue Service related to employment tax liability for the 2006-2008 tax years, and depending on the outcome of the audit, we may be subject to additional taxes.  An assessment of additional taxes plus penalties and interest may have a material adverse effect on our performance.




Business Strategies




Our primary business strategy is to provide consulting services and to use our extensive network of Chinese and U.S. contacts to locate investment and merchant banking companies, business consultants, marketing firms, investor and public relations firms, appropriate exchanges, markets and market makers, attorneys and accountants capable of helping emerging growth Asian companies develop the infrastructure and expertise to (i) obtain access to private and public U.S. capital markets; (ii) expand their businesses in both their native Asian market and the U.S. market (if viable for export); and (iii) develop an exit strategy through a liquidity event capable of paying both us and our clients for their success in capital raising and expansion. Our target clients are mostly in China, Hong Kong, and Australia.  We focus on high growth companies where the expected return can be realized within a one to two year period and the potential gain is substantial for us and our clients. We generally seek transactions in which substantial opportunities exist for attracting capital. Keith Wong (President and Chief Executive Officer of EastBridge) and Norman Klein (Principal Financial Officer of EastBridge) each have over twenty years of experience in the industrial, sales and financial industries. Mr. Wong is fluent in both Mandarin and Cantonese and is able to overcome cultural barriers as a result of having lived and worked for many years in both China and the U.S.  Our management has the background to understand a client's business quickly and is able to take fast and decisive actions to achieve business opportunities for our clients due to our smaller size. We plan for China, Australia and Hong Kong to continue to be our immediate focus in 2011. We plan to expand to other Asian countries in 2012 and beyond.




5




We also have begun offering U.S. companies the opportunity to expand into the Chinese market as of fiscal year 2009.  EastBridge’s Beijing Office will assist these U.S. companies to execute distribution and/or manufacturing agreements to distribute and/or manufacture their products and/or services in China.




We currently implement our business strategy through obtaining listing agreements with our clients.  Entry into these listing agreements provide our clients with the impetus to "clean up" their corporate infrastructure in preparation for the capital raising process and listing on U.S. markets.




We currently have ten (10) clients that we are assisting attorneys and accountants to register with the U.S. Securities and Exchange Commission and help locate broker dealers to begin trading their stock on a United States stock market or exchange.  Management anticipates, but can provide no assurances, that some of these clients will go public in the United States and begin trading their stock in 2011.  We have three dormant subsidiaries.  We intend to merge our more promising clients with one of the subsidiaries in the near future.  EastBridge may also decide to assist in getting its clients public directly without merging them with one of EastBridge's subsidiaries.  Once a client is registered as a public company and its stock begins trading in the U.S., then EastBridge will record the value of its stock in that client as revenue for that quarter and also record the value as an asset on its balance sheet.  For clients which do not become subsidiaries, we typically receive a 10 to 20% equity position in a client as consideration for our services along with cash fees.




Overview of Current Clients and Subsidiaries:




We are providing consulting services through our listing agreements to the clients set forth below:




Wonder International Education and Investment Group Corporation/Wenda Education




Wonder offers professional and vocational educational programs to assist post junior high and high school students to improve their skills for higher paying jobs. Wonder offers programs mainly in the computer related IT sectors such as network design, hardware technology, computer graphics, CAD, animation, network database and network security.  Wonder filed a Form S-1 registration statement with the SEC on December 9, 2009, which was declared effective by the SEC on January 6, 2011.  The S-1 included audits for fiscal years 2007, 2008 and 2009.  We assisted Wonder in its responses to the SEC questions and comments as it sought SEC clearance for its S-1 registration.  Wonder's PCAOB-registered accounting firm has recently completed its fieldwork for its 2010 audit and we plan to assist Wonder with its 10-K (annual report) filing for 2010.  We intend to assist Wonder in seeking a listing for its common stock on either Nasdaq or Amex in the near future. We are also assisting Wonder with finding an investment banker to assist with a capital raise during the listing process.  EastBridge received 2,512,310 shares of Wonder common stock for its consulting services in March 2011.  We declared a stock dividend on these Wonder shares for our EastBridge shareholders of record on July 31, 2009.  This dividend stock is currently being distributed to our shareholders on a pro-rata basis.




6




Tsingda Education Company




Tsingda provides tutoring and education services to elementary, junior high and high school students in China.  We assisted Tsingda with its audit, with its merger into a Cayman Island shell, with a private placement capital raise of $9.6 million, and with the legal process for its registration with the SEC and we are currently assisting Tsingda with its proposed public capital raise and listing on AMEX.  Tsingda’s initial registration statement on Form S-1 and its secondary registration statement for its PIPE investors were declared effective on March 4, 2011. Tsingda’s PCAOB auditor has completed its 2010 audit and Tsingda has filed its first 10-K annual report.    Tsingda used Maxim, a New York based investment banker, for its private placement and intends to use Maxim for a future capital raise during its listing process.  EastBridge introduced Tsingda to Maxim and assisted Tsingda with preparing for the capital raise process. For EastBridge’s services, we received a cash fee and we received 2,079,740 shares of Tsingda common stock in 2010.  EastBridge declared a stock dividend on these Tsingda shares to its shareholders of record on March 15, 2010.  These Eastbridge shareholders will receive their pro-rata shares of Tsingda stock in the near future.  No dividend shares have been distributed to our shareholders as of March 31, 2011.




AREM Pacific Corporation




Arem Pacific is in the luxury boat and hospitality business.  Arem purchased a luxury boat manufacturer in 2010 and plans to produce and sell these boats in both Australia and China beginning in 2011.  Arem is also exploring purchase opportunities in the marine, hotel and entertainment industries of Australia and China.  Arem is currently working on its 2009 and 2010 audit with a PCAOB audit firm from the United States.  Eastbridge has a listing agreement with Arem and we are assisting Arem with its audit and with the SEC legal process to begin reporting as a U.S. public company.  Eastbridge will also assist Arem with locating an investment banker for a capital raise in the near future.  For its services, Eastbridge has received a cash fee in 2010 and will own an equity position in Arem once it has an effective registration statement in place.




Following is a history of our relationship with Arem:




During July 2007, we organized Nanotec, Inc. ("Nanotec") a wholly owned subsidiary of EastBridge.  On July 11, 2007, we distributed 5% of Nanotec’s equity to our shareholders of record on that date.  As of November 8, 2007, Arem Wines merged with Nanotec, Inc.  Under the terms of the merger, the new stock ownership structure is as follows:  15% owned by EastBridge, 5% owned by EastBridge shareholders, and 80% owned by Arem Wines' beneficiaries.  The name of the merged company was Arem Group, Inc.  During 2008, Arem Group signed a Listing Agreement with Eastbridge to take its U.S. subsidiary public in the U.S. and to list it on a U.S. stock exchange.




As of September 2008, the Arem Group has been dissolved.  A new company called Arem Pacific Corporation was formed with a new set of directors and officers along with a new ownership structure.  EastBridge continues to own an equity position in Arem Pacific Corporation and EastBridge’s shareholders continue to own 5% of this new entity due to the stock dividend declared on July 11, 2007.  Eastbridge shareholders will receive a pro-rata share of the Arem equity once it has an effective registration statement in place.  We have not distributed any stock as of March 31, 2011.




Hangzhou Dwarf Technologies Ltd.




Dwarf Technologies is an internet services company in China.  Eastbridge signed a listing agreement on July 26, 2010 with Dwarf.  Eastbridge is assisting Dwarf with its 2009 and 2010 audit, which is being conducted by a PCAOB audit firm.  Eastbridge is also assisting Dwarf with its SEC legal process to file a registration statement and begin reporting as a U.S. public company.  We will assist Dwarf with its listing process on a U.S. stock exchange or over-the-counter market once it becomes a reporting company.  For its services, EastBridge will receive cash fees and an equity position in Dwarf.  To date, we have received a down payment of the cash fees.   As of March 31, 2011, we have not declared a stock dividend to our shareholders.




7




Alpha Lujo, Inc.




Alpha Lujo, Inc. is listed on the Over the Counter Bulletin Board (OTCBB – “ALEV”) market in the United States.  Eastbridge assisted Alpha Lujo’s management with the purchase of its initial “shell” company, called E-Global Marketing, which was listed on the OTCBB market.  EastBridge also assisted in the eventual name change of the company to Alpha Lujo, Inc. and we are assisting it with a merger of an Australian company in the electric vehicle business.  For its services, Eastbridge received 1,142,350 shares of Alpha Lujo common stock in December 2010.  We will provide a stock dividend of these Alpha Lujo shares to our shareholders of record as of March 31, 2011.  These shares of Alpha Lujo will be distributed to our shareholders on a pro-rata basis once the merger with the Australian company is complete.




Alpha Green Energy Company




On February 19, 2009, we entered into a listing agreement with Alpha Green Energy Company, a company based in Phoenix, Arizona.  Alpha Green is a holding company that owns a subsidiary in Guizhou, China.  The subsidiary’s main business is electricity production using renewable bio-mass from the agricultural industry in China.




In September 2009, Alpha Green purchased Fiber One, our subsidiary in Hong Kong, for a cash fee. Alpha Green has filed an S-1 to become a public company in the United States, which included an audit for fiscal years 2007 and 2008.  Alpha Green is currently waiting on a response from the SEC on its S-1 filing.  We are currently working with a PCAOB-registered accounting firm and with Alpha Green to complete the 2010 audit report including financials and footnotes.  For its services, EastBridge will receive a cash fee plus an equity position in Alpha Green if and when it gets listed on a U.S. stock exchange or over-the-counter market.  We have received a down payment of the cash fee for the purchase of Fiber One by Alpha Green and for our consulting services.  Eastbridge will receive the balances of the cash fees for its services and for the purchase of Fiber One along with an equity position if and when Alpha Green is listed on a U.S. stock exchange or over-the-counter market.  EastBridge declared a stock dividend of the Fiber One shares to our EastBridge shareholders of record on June 11, 2007.  Since 95% of the outstanding Fiber One stock was purchased by Alpha Green, the stock dividend will now apply to Alpha Green stock.




EastBridge will also assist in locating an investment bank to conduct a capital raise for Alpha Green.  As of March 31, 2011, we have not issued any Alpha Green stock to our shareholders for the stock dividend declared for our EastBridge shareholders.  We will issue Alpha Green shares to our shareholders on a pro-rata basis if and when Alpha Green's registration statement is declared effective by the SEC.




Strayarrow International Limited (SAIL)




SAIL is in the luxury entertainment and hospitality business.  EastBridge will assist SAIL with its SEC auditing, legal and listing processes to become a public reporting company in the United States.  Currently, we are assisting SAIL to prepare for these processes as well as assisting it in finding investment bankers to raise capital to startup and fund its various businesses.  For our services, we will receive a cash fee and equity in the listed company once SAIL has an effective registration statement in place with the SEC.  As of March 31, 2011, we have not declared a stock dividend for our shareholders of SAIL shares.




Fizza, LLC




Fizza, LLC is a U.S. based beverage company that provides a healthy beverage option for school aged children in U.S. schools.  Eastbridge is assisting Fizza with conducting necessary background preparation for an initial capital raise to startup its business on the east coast of the United States.  Eastbridge will receive a cash fee from FIZZA for its services.




8




Jinkuizi Science & Technology Company (JKZ)




As of October 27, 2008, EastBridge executed a definitive listing agreement with Jinkuizi Science & Technology Company (JKZ) located in Foshan, China.  JKZ develops and manufactures environmentally safe fertilizers in China and Southeast Asia.  For our services, we have received a cash fee and will receive an equity position in its United States subsidiary if and when JKZ merges as part of the process to go public in the U.S. and become listed on a U.S. stock exchange.  We are assisting JKZ in completing its audit for fiscal years 2009 and 2010.  The field work of JKZ has been completed and we are working with a PCAOB-registered accounting firm as it completes the final audit report including its financials and footnotes for fiscal years 2009 and 2010.  We formed a U.S. subsidiary for JKZ called International Bio-Phosphorus Group Corporation.  We are also beginning to work with JKZ on the SEC registration process.  We will assist JKZ in getting the necessary information to its audit firm and law firm to file a Form S-1 registration statement with the SEC and we will assist JKZ to apply for a listing of its common stock on the OTCBB.   EastBridge has received a cash fee and we will own an equity position in JKZ’s stock if and when it completes the listing of its stock on a U.S. stock exchange or over-the-counter market.  We will also assist JKZ in locating an investment bank to complete a capital raise in the U.S.  We have declared a stock dividend of JKZ shares to our EastBridge shareholders of record on April 16, 2010.  No shares of JKZ stock will be distributed until after JKZ has an effective registration statement in place covering the shares, after which we will distribute the JKZ stock to our shareholders on a pro-rata basis.  As of March 31, 2011, no JKZ stock has been issued to our shareholders.




Long Whole Enterprises, Ltd




We are providing listing services and have a joint venture agreement with Long Whole Enterprises, Ltd (Long Gold).  Long Gold’s primary business is mining precious metals in Africa.  Long Gold is currently working to complete a survey of a gold mine in the Democratic Republic of Congo.  EastBridge also intends to locate capital providers who can assist Long Gold in raising capital to purchase advanced machinery to increase the potential amount of gold which can be mined.  We intend to assist Long Gold in applying for a listing of its common stock on either Nasdaq or Amex within the next few months.  We are currently working to prepare it for the audit and legal processes associated with such a listing.  For EastBridge’s services, we will receive an equity position in Long Gold if and when Long Gold is listed on an exchange or U.S. over-the-counter market.  We have not declared a stock dividend of Long Gold shares for our EastBridge shareholders as of March 31, 2011.




Other EastBridge Clients




Our written listing agreements with the following companies have expired beginning in 2008 and continuing through January 1, 2011: Heyuang Dafeng Animal Husbandry Co., Suzhou Kaida Road Construction Co., Qinhuangdao Huang Wei Pharmaceutical Co., NingGuo Shunchang Machinery Co., Tianjin HuiHong Heavy Steel Co., Beijing Power Company, Hefe Ginko Real Estate Company, and Zhejiang Shouyi Group Corp. (Yewo).  We continue to communicate with these companies and intend to re-initiate our agreements with them in the future.  However, we have postponed our services for an indefinite period of time and there is a possibility that we will not provide any further consulting services to these companies.  Our agreements with Hangzhou HaoHei Culture Media Co., Ji-Bo Water Pipe Co. and Aoxing Corporation have not been formally terminated, but we are not presently providing any services to these companies.  No fees were returned by EastBridge to these clients as part of the termination of these agreements or the postponement of us providing services under our listing agreements with them.




EastBridge Subsidiaries in the United States




General Farms Corporation (EastBridge Subsidiary)




On November 27, 2007, we organized General Farms Corporation ("General Farms") as a wholly owned subsidiary of EastBridge. A stock dividend of 5% of General Farm's common stock, or 10,000,000 shares, was declared for EastBridge's shareholders of record as of November 16, 2007. As of December 5, 2007, Rhino Two Horns entered into an agreement to merge with General Farms Corporation.  Under the terms of the merger, the new stock ownership structure would have been:  15% owned by EastBridge, 5% owned by EastBridge shareholders and 80% owned by Rhino's beneficiaries. In the third quarter of 2008, Rhino cancelled its contract with EastBridge, also cancelling the merger agreement with General Farms Corporation.  As of March 31, 2011, EastBridge has not distributed stock to its shareholders for General Farms Corporation for the stock dividend that was declared for those EBIG shareholders of record on November 16, 2007.




9




Energy Corporation (EastBridge Subsidiary)




On November 27, 2007, we formed Energy Corporation ("Energy") as a wholly owned subsidiary of EastBridge.  On December 28, 2007, EastBridge announced that it would distribute a stock dividend of 5% of Energy Corporation's common stock of 10 million shares, on a pro-rata basis. The eligible shareholders will automatically receive the stock certificates or electronic deposits into their accounts if and when Energy Corporation's stock is listed and begins trading.  Energy Corporation is presently and always has been an inactive subsidiary.  As of March 31, 2011, no stock has been distributed to our shareholders for this subsidiary for the declared stock dividend for those EBIG shareholders of record on December 28, 2007.




China Properties Corporation (EastBridge Subsidiary)




On November 27, 2007 we formed China Properties Corporation ("China Properties") as a wholly owned subsidiary of EastBridge.  We declared a stock dividend to distribute 5% of China Properties' common stock of 10,000,000 shares, on a pro-rata basis to our shareholders of record on November 30, 2007. The eligible shareholders will automatically receive the stock certificates or electronic deposits into their accounts if and when the China Properties' stock is listed and begins trading.  China Properties is presently and always has been an inactive subsidiary.  As of March 31, 2011, no stock has been distributed to our shareholders for this subsidiary for the declared stock dividend for those EBIG shareholders of record on November 30, 2007.




Employees




We now have two full-time employees in the United States and one full time employee in China. In the next twelve months, we plan to expand to two full-time employees in Beijing, China and three full-time employees in Phoenix, Arizona.




WHERE YOU CAN FIND MORE INFORMATION




You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC's Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.




ITEM 1A.
Risk Factors




The Company's Auditors Have Expressed Doubt About Our Ability To Continue As A Going Concern




The independent auditor's report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern. The report states that we depend on the continued financial contributions of our executive officers and their ability to execute our business strategy and to generate liquidity from our client engagements. If we are unable to obtain sufficient additional financing in the near term, achieve profitability or achieve client listing obligations, then we would, in all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.




10




We May Be Subject to U.S. Regulation of the Consulting Services We Provide




Even though we do not raise any capital for our clients, our services may be viewed as providing investment services.  Investment businesses generally are comprehensively and intensively regulated under state and U.S. securities laws and regulations.  Any investigation, litigation or other proceeding undertaken by the SEC or other federal or state regulatory agencies or private parties could necessitate the expenditure of material amounts of Company funds for legal and other costs and could have other materially adverse consequences for the Company, particularly if the Company is subject to fines and penalties for failure to obtain the required licenses or approvals.




The Company is not registered as a broker or dealer under the Securities Exchange Act of 1934 (the "Exchange Act") or any other securities law.  The Company believes that it is not required to be registered as a broker or dealer, but if the SEC or the securities administrator of any state were to assert that such registration is required, the Company would bear the resulting increased expenses and its activities would be restricted, which could materially and adversely affect the Company's business.




The Company has not, and is not expected to, register as an investment adviser or an investment company under the federal Investment Advisers Act of 1940, as amended, the federal Investment Company Act of 1940, as amended, or under the laws of any state.  The Company does not believe that any law requires such a registration.  However, particularly with respect to the method it has established of forming wholly owned subsidiaries and taking equity in all of the clients these practices may violate the Investment Company Act of 1940 which would require extensively more filings and additional compliance with SEC regulations.  If required, however, such a registration could preclude the Company from performing its duties to its clients, which could lead to material adverse effects on the Company and its business, making its business much less lucrative.




The Company may also be subject to the federal or various state investment advisory acts.  The services rendered by the Company may be viewed as providing financial advice even though management believes that any financial advice is not actually provided by the Company but instead is provided by third party financial service firms which are registered.




Competition May Negatively Impact Us




We will compete with individuals and both large and small investment companies for clients in Asia and our other current and proposed markets.  Many of these institutions and individuals are already active in the Asian market and have greater financial and other resources that may be used to compete against us. We expect that, if we are successful and if Asian markets as a whole have favorable results, competition will increase.




We Depend Upon Key Management Personnel and the Loss of Any of Them Would Seriously Disrupt Our Operations




The success of our company is largely dependent on the personal efforts of Keith Wong and Norm Klein and other key executives. The loss of the services of Keith Wong and Norm Klein or other key executives would have a material adverse effect on our business and prospects. The Company has not obtained key-man insurance for any of its senior management personnel, which means that the Company will not receive any cash amounts as a result of the disability or death of a member of senior management.  In addition, in order for us to undertake our operations as contemplated, it will be necessary for us to locate and hire experienced personnel who are knowledgeable in our business. Our failure to attract and retain such experienced personnel on acceptable terms will have a material adverse impact on our ability to grow our business.




Our sole directors and officers have employment agreements which only permit their removal for cause or by mutual agreement of the officer and the Company.  As there are no independent directors it will be very difficult to remove either Mr. Wong or Mr. Klein, even if cause exists.




11




The Company Does Not Provide Proprietary Services




There is nothing proprietary about the services the Company provides and the Company has no intellectual property or other protection for its services. Any of the Company’s current or future competitors could duplicate the Company’s business model and it would have no legal recourse against them for such actions.




We Are Currently Being Audited




We are undergoing an audit by the Internal Revenue Service related to employment tax liability for the 2006-2008 tax years, and depending on the outcome of the audit, we may be subject to additional taxes.  An assessment of additional taxes plus penalties and interest may have a material adverse effect on our performance.




Our Common Stock Is Subject To Penny Stock Regulation




Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule




3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.




We Do Not Intend To Pay Cash Dividends.




We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our Board of Directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are declared, there is no assurance with respect to the amount of any such dividend.




Because Our Stock Is Quoted On The OTCBB, Our Shareholders May Have Difficulty Selling Their Stock Or Experience Increased Negative Volatility On The Market Price Of Our Stock.




Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Our shareholders may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our shareholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.




12




Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Could Have A Material Adverse Effect On Our Business And Operating Results.




It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures.




If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.




In connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.




In the event that a material weakness is identified, we will attempt to employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that we will have the resources to be able to take steps to attempt to remedy any future material weaknesses or that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.




Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual management reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.




We Have Limited Operating History And Lack Of Profits Which Could Lead To Wide Fluctuations In Our Share Price. The Market Price For Our Common Shares Is Particularly Volatile Given Our Status As A Relatively Unknown Company With A Small And Thinly Traded Public Float.




The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or "risky" investment due to our limited operating history and lack of profits to date. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.




13




Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. However, the occurrence of these patterns or practices could increase the volatility of our share price.




Our operations, revenue and profitability could be adversely affected by changes in laws and regulations in the countries where we do business.




The governments of countries into which we sell our services, including the United States, Canada, Asia and the European Union, from time to time, consider regulatory proposals relating to investment and financial activities, and the activities of our clients in a variety of industries, which, if adopted, could lead to disruptions in our ability to provide our services and increase our operational costs, which, in turn, could affect our profitability.




Furthermore, these governments may change import regulations or impose additional taxes or duties on certain Chinese imports from time to time. For example, in 2004, the United States government imposed heavy tariffs of more than 100 percent on certain Chinese shrimp exporters. Similar regulations and fees or new regulatory developments may have a material adverse impact on the operations of our clients and, by extension, on our operations, revenue and profitability.




There could be changes in the policies of the PRC government that may adversely affect our business.




Each industry in the People's Republic of China ("PRC") is subject to policies implemented by the PRC government. The PRC government may, for instance, impose control over aspects of our clients' or our business such as distribution of raw materials, product pricing and sales. On the other hand, the PRC government may also make available subsidies or preferential treatment, which could be in the form of tax benefits or favorable financing arrangements.




If the raw materials used by our clients or their products become subject to any form of government control, then depending on the nature and extent of the control and our clients' ability to make corresponding adjustments, there could be a material adverse effect on our business and operating results.




Separately, our business and operating results also could be adversely affected by changes in policies of the Chinese government such as: changes in laws, regulations or the interpretation thereof; confiscatory taxation; restrictions on currency conversion, imports on sources of supplies; or the expropriation or nationalization of private enterprises. Although the Chinese government has been pursuing economic reform policies for approximately two decades to liberalize the economy and introduce free market aspects, there is no assurance that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting China's political, economic and social life. There has been recent extensive publicity on issues related to regulation by the PRC of both Google and Go Daddy and each of these companies has considered pulling out of the market.




14




Certain political and economic considerations relating to PRC could adversely affect our company.




The PRC is passing from a planned economy to a market economy. The Chinese government has confirmed that economic development will follow a model of market economy under socialism. While the PRC government has pursued economic reforms since its adoption of the open-door policy in 1978, a large portion of the PRC economy is still operating under five-year plans and annual state plans adopted by the government that set down national economic development goals. Through these plans and other economic measures, such as control on foreign exchange, taxation and restrictions on foreign participation in the domestic market of various industries, the PRC government exerts considerable direct and indirect influence on the economy. Many of the economic reforms are unprecedented or experimental for the PRC government, and are expected to be refined and improved. Other political, economic and social factors can also lead to further readjustment of such reforms. This refining and readjustment process may not necessarily have a positive effect on our operations or future business development. Our operating results may be adversely affected by changes in the PRC's economic and social conditions as well as by changes in the policies of the PRC government, which we may not be able to foresee, such as changes in laws and regulations (or the official interpretation thereof), measures which may be introduced to control inflation, changes in the rate or method of taxation, and imposition of additional restrictions on currency conversion.




The recent nature and uncertain application of many PRC laws applicable to us create an uncertain environment for business operations and they could have a negative effect on us.




The PRC legal system is a civil law system. Unlike the common law system, such as the legal system used in the United States, the civil law system is based on written statutes in which decided legal cases have little value as precedents. In 1979, the PRC began to promulgate a comprehensive system of laws and has since introduced many laws and regulations to provide general guidance on economic and business practices in the PRC and to regulate foreign investment. Progress has been made in the promulgation of laws and regulations dealing with economic matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. The promulgation of new laws, changes of existing laws and the abrogation of local regulations by national laws could have a negative impact on our business and business prospects. In addition, as these laws, regulations and legal requirements are relatively recent, their interpretation and enforcement involve significant uncertainty.




If relations between the United States and China worsen, our stock price may decrease and we may have difficulty accessing the U.S. capital markets.




At various times during recent years, the United States and China have had disagreements over political and economic issues. Controversies may arise in the future between these two countries. Any political or trade controversies between the United States and China could adversely affect the market price of our common stock and our clients' ability to access U.S. capital markets.




Governmental control of currency conversion may affect the value of our stock.




The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the PRC. Currently, the Renminbi is not a freely convertible currency. Shortages in the availability of foreign currency may restrict our clients' ability to remit sufficient foreign currency to pay dividends, or otherwise satisfy foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from the transaction, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans and corporate debt obligations denominated in foreign currencies.




The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents our clients or us from obtaining sufficient foreign currency to satisfy currency demands, we or our clients may not be able to pay certain of our or their expenses as they come due.




15




The fluctuation of the Renminbi may materially and adversely affect our operations.




The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC's political and economic conditions. Any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we or our clients need to convert U.S. dollars into Renminbi for our or their operations, appreciation of the Renminbi against the U.S. dollar could have a material adverse effect on our business, financial condition and results of operations.




Conversely, if we decide to convert our Renminbi into U.S. dollars for business purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of the Renminbi we convert would be reduced. Any significant devaluation of Renminbi may reduce our operation costs in U.S. dollars but may also reduce our earnings in U.S. dollars. In addition, the depreciation of significant U.S. dollar denominated assets could result in a charge to our income statement and a reduction in the value of these assets.




Commencing from July 21, 2005, China has adopted a managed floating exchange rate regime based on market demand and supply with reference to a basket of currencies. The exchange rate of the US dollar against the RMB was adjusted from approximately RMB 8.28 per US dollar to approximately RMB 8.11 per US dollar on July 21, 2005. Since then, the PBOC administers and regulates the exchange rate of US dollar against RMB taking into account demand and supply of RMB, as well as domestic and foreign economic and financial conditions.




In addition, there can be no assurance that we will be able to obtain sufficient foreign exchange to pay dividends or satisfy other foreign exchange requirements in the future and we currently do not intend to pay dividends.




It may be difficult to effect service of process and enforcement of legal judgments upon our company and our officers and directors because some of them reside outside the United States.




Since part of our operations are presently based in China, service of process on our business and officers may be difficult to effect within the United States. Also, some of our assets are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the United States. We have appointed Keith Wong, our Chief Executive Officer and President, as our agent to receive service of process in any action against our company in the United States.




ITEM 1B.
UNRESOLVED STAFF COMMENTS




As a smaller reporting company, we are not required to provide Item 1B disclosure.




ITEM 2.
PROPERTIES.




Our executive office is located at 8040 E. Morgan Trail, Unit 18, Scottsdale, AZ  85258. We lease these facilities, consisting of approximately 900 square feet, for $ 664 per month. The term of our lease is a two year lease which commenced in September, 2009.




EastBridge has obtained the approval from the local authority in Beijing, capital of China, to begin operation as a financial company's representative office to serve its Chinese clients.  This office is housed in the office tower of Kunlun Hotel and became fully operational in January of 2008 to serve existing and new clients. The Company leases these offices for $1800 per month.  The term of the lease is on a month-to-month basis.




In 2010, the Company entered into a lease for housing accommodations for the CEO while in Beijing.  These facilities are being leased for $4,250 a month, to be paid with restricted stock.  The term of this lease is a two year lease which commenced in January, 2010.




The aforesaid properties are in good condition and we believe they will be suitable for our purposes for the next 12 months.  There is no affiliation between us and any of our principals or agents and our landlords or any of their principals or agents.




16





Monthly Lease ObligationsScottsdale

Beijing China

Total2010

$
664


$
6,050


$
6,7142009

$
664


$
1,800


$
2,464




ITEM 3.
LEGAL PROCEEDINGS




We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company's or our Company's subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.




ITEM 4.           [REMOVED AND RESERVED]




PART II




ITEM 5.
MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.




EastBridge common stock is traded in the over-the-counter market, and quoted in the National Association of Securities Dealers Inter-dealer Quotation System ("OTCBB") and can be accessed on the Internet at www.otcbb.com under the symbol "EBIG.OB."




At December 31, 2010, there were 148,653,865 shares of common stock of EastBridge outstanding and there were approximately 1600 shareholders of record of the Company's common stock.




The following table sets forth for the periods indicated the high and low bid quotations for EastBridge's common stock.  These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown or commission and may not represent actual transactions.




Periods

High


LowFiscal Year 2010First Quarter (January – March 2010)

$
0.20


$
0.04Second Quarter (April – June 2010)

$
0.17


$
0.05Third Quarter (July – September 2010)

$
0.14


$
0.05Fourth Quarter (October – December 2010)

$
0.10


$
0.04Fiscal Year 2009First Quarter (January – March 2009)

$
0.02


$
0.01Second Quarter (April – June 2009)

$
0.03


$
0.01Third Quarter (July – September 2009)

$
0.03


$
0.02Fourth Quarter (October – December 2009)

$
0.05


$
0.02




On March 31, 2011, the closing bid price of our common stock was $0.12.




17




Dividends




We did not declare any cash dividends for the years ended December 31, 2010and 2009. Our Board of Directors does not intend to declare any dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.




Equity Compensation Plans





2009 Stock Option Plan




During the first quarter of 2009, the Company's Board of Directors approved and adopted the 2009 Stock Option Plan  (the "Plan") and designated 10,000,000 of our no par common stock for issuance under the Plan to employees, directors or consultants for EastBridge through either the issuance of shares or stock option grants.  Under the terms of the Plan, stock option grants shall be made with exercise prices not less than 100% of the fair market value of the shares of common stock on the grant date.




All Equity Compensation Plans




Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)

Weighted-average exercise price of outstanding options, warrants and rights ($)

Number of securities remaining available for future issuance under equity compensation plansEquity compensation plans approved by shareholders

n/a

n/a

n/aEquity compensation plans not approved by shareholders

n/a

n/a

2,290,974Total

n/a

n/a

2,290,974





Transfer Agent




EastBridge's Transfer Agent and Registrar for the common stock is Jersey Transfer and Trust Company located in Verona, New Jersey.




Recent Sales of Unregistered Securities




Years Ended

Stock issued for Cash


Cash Received


Stock for Conversion of Debt


Stock Issued for services


Cancelled SharesDecember 31, 2010


-


$
-



4,344,421



3,932,105



-December 31, 2009


-


$
-



16,300,000



1,522,500



(4,000,000
)


All unregistered sales and issuances of equity securities for the year ended December 31, 2010 were previously disclosed in a Form 8-K or Form 10-Q filing.




18




ITEM 6.
SELECTED FINANCIAL DATA.




As a smaller reporting company, we are not required to provide Item 6 disclosure.




ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


The following is management's discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words "believes," "anticipates," "may," "will," "should," "expect," "intend," "estimate," "continue," and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.




The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-K.




Critical Accounting Policies and Estimates




We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.




The following summarizes critical estimates made by management in the preparation of the consolidated financial statements.




Stock-Based Compensation




We periodically use stock-based awards, consisting of shares of common stock, to compensate certain officers and consultants.  Shares are expensed on a straight line basis over the requisite service period based on the grant date fair value, net of estimated forfeitures, if any.  Typically, our awards are fully vested at the date of grant, so forfeitures are not applicable.




19




Revenue Recognition




We utilize the guidance set forth in the Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 104, regarding the recognition, presentation and disclosure of revenue in financial statements.We engage in listing contracts with our clients which provide for the payment of fees, either in cash or equity, upon the achievement of certain milestones by our clients with our assistance, including the successful completion of a financial statement audit, the successful listing on a national stock exchange and the maintenance of ongoing Exchange Act registration requirements with the Securities and Exchange Commission.  In some instances, payment may be made in advance of performance; however, such payment is often refundable in the event that milestones are not reached.   We recognize revenue on a systematic basis as milestones are reached in accordance with FASB’s Accounting Standards Codification (“ASC”) 605 “Revenue Recognition” Update No. 2009-13.  Such guidance stipulates that revenue be recognized for individual elements in a multiple deliverable arrangement using the relative selling price method.  We rely on internal estimates of the relative selling price of each element as objective third-party evidence is unattainable.




Income Taxes




Income taxes are accounted for using the asset and liability method as prescribed by ASC 740 “Income Taxes”. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will not be realized.




A full valuation allowance has been established against all net deferred tax assets as of December 31, 2010 based on estimates of recoverability.  While we have optimistic plans for our business strategy, we determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to our ability to generate sufficient profits from our business model.




Statement of Operations Data

December 31,2010


2009Revenues

$
1,741,682


$
50,000Operating and Other Expenses


(1,916,636
)


(803,224
)Net Loss

$
(174,954
)

$
(753,224
)Balance Sheet Data:December 31,2010



2009Current Assets

$
49,898


$
162,609Total Assets


1,663,980



185,931Current Liabilities


1,605,117



1,064,005Non Current Liabilities


––



––Total Liabilities


1,605,117



1,064,005Working Capital (Deficit)


(1,555,219
)


(901,396
)Shareholders'Equity (Deficit)

$
58,863


$
(878,074
)
 
 20
 
 Fiscal Year Ended December 31, 2010, Compared to Fiscal Year Ended December 31, 2009




Results of Operations





Revenues




Year Ended December 31,

Revenues


Change from

Prior Year


Percent Change

from Prior Year2010

$
1,741,682


$
1,691,682



3383.4
%2009

$
50,000
 Revenues in fiscal 2010 increased by approximately $1,692,000, due primarily to timing of specific listing agreements.  Most of the current agreements stipulate that the revenues are dependent upon the successful listing of the client company on a U.S. stock exchange or other market.  The Company recognized revenue in 2010 based on receipt of shares in client per an agreement that was not dependent on successful listing.  In 2009 revenue was associated with cash fees for which services were fully rendered.





General and Administrative Expenses




Year Ended December 31,

General &

Administrative

Expenses


Change from

Prior Year


Percent Change

from Prior Year2010

$
1,328,343


$
605,255



83.7
%2009

$
723,088


General and administrative expenses increased in fiscal 2010 as compared to fiscal 2009 due to the following:





·
An increase in accounting and legal fees related to the needs of the listing agreements of approximately $165,000 as we agreed to cover these professional fees for our clients under certain of these agreements.




·
An increase in consulting fees related to the needs of the listing agreements of approximately $367,000 as we agreed to cover non-legal and non-accounting professional fees for our clients under certain of these agreements.




·
An increase in rent expense of approximately $49,000, due to the Company entering into an agreement to provide living quarters in Beijing.




·
An increase of other general & administrative fees of approximately $24,000.




21





Sales and Marketing Expenses




Year Ended December 31,

Sales &

Marketing

Expenses


Change from

Prior Year


Percent Change

from Prior Year2010

$
102,234


$
28,223



38.1
%2009

$
74,011
  Sales and marketing expenses increased in fiscal 2010 as compared to fiscal 2009 due to additional travel of approximately $15,000 and other marketing related expenses of approximately $13,000.





Operating Loss




Year Ended December 31,

Operating

Loss


Change from

Prior Year


Percent Change

from Prior Year2010

$
311,105


$
1,058,204



141.6
%2009

$
(747,099
)





The decrease in our operating loss for fiscal 2010 to an operating gain as compared to fiscal 2009 is primarily due to the significant increase in revenues, sales and marketing expenses and general and administrative expenses, each of which is described above.




Total Other Income (Expense)




Year Ended December 31,

Total Other Income (Expense)


Change from

Prior Year


Percent Change

from Prior Year2010

$
486,059


$
479,933



7834.4
%2009

$
6,126




In 2010, we incurred a loss on the extinguishment of debt of approximately $477,000 and a decrease of interest income of approximately $1,200.




Income Tax Provision (Benefit)





Year Ended December 31,

Income Tax

Provision (Benefit)


Change from

Prior Year


Percent Change

from Prior Year2010

$
-


$
-



0.0
%2009

$
-





22





While we have optimistic plans for our business strategy, we determined that a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to our ability to generate sufficient profits from our business model.  Therefore, we established a valuation allowance for all deferred tax assets.




Net Loss





Year Ended December 31,

Net Loss


Change from

Prior Year


Percent Change

from Prior Year2010

$
(174,954
)

$
578,271



(76.8
)%2009

$
(753,225
)
  Changes in net loss are primarily attributable to changes in operating income, other income (expense) and discontinued operations, each of which is described above.




LIQUIDITY AND CAPITAL RESOURCES




Net cash provided by or (used in) operating activities is $(90,211) and $155,972 for the years ended December 31, 2010 and 2009 respectively.  The decrease is mainly attributable to the increase in our payables and increase in operating expenses combined with the non-cash loss on extinguishment of debt offset by the value of stock received for services.





Our primary source of cash inflows has historically been from listing agreement customers.  In 2010 we received an advance payment of shares of a client that is expected to be completed in the first half of 2011.  As of December 31, 2010, no single customer accounted for greater than 10% of accounts receivable as part of the agreements require deposits in advance rather than billing after the fact.





Cash provided by (used in) financing activities was $(22,500) and $2,290 in the years ended December 31, 2010 and 2009, respectively. The decrease is due to repayment of $45,000 of the lending from a local bank of $100,000 received in 2008, advances from our Chief Executive Officer of $6,600 and advances from other affiliates in the amount of $15,900.




We had working capital of $(1,554,555) as of December 31, 2010 compared to $(901,396) as of December 31, 2009.  Our cash position decreased to $49,898 at December 31, 2010 compared to $162,609 at December 31, 2009, as we had a decrease in cash flows from operations, together with a decrease in cash flows from investing activities.





Our monthly cash requirement amount is approximately $15,000.  For the year ended December 31, 2010, we have received shares of stock in two clients for services provided with a value of $1,614,082.  During the years ended December 31, 2010 and 2009, we did not sell any shares of common stock for cash consideration.





In the past we have received cash through loans extended by our management to the Company and through sales of shares of common stock to individual investors.  As we are a consulting company with no proprietary technology it is doubtful we will obtain capital from institutional or other sources and will need to rely on our officers for cash infusions.  As much of our revenue will come through sales of equity in our clients it may be several months until we obtain positive cash flows as this will occur only if and when our clients have registration statements cleared by the SEC which include our shares of common stock and they become listed on U.S. stock exchanges or over-the-counter markets.





ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




As a smaller reporting company, we are not required to provide Item 7A disclosure.




23




ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





EASTBRIDGE INVESTMENT GROUP CORPORATION


TABLE OF CONTENTS





PageINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:


25CONSOLIDATED FINANCIAL STATEMENTS:Consolidated Balance Sheet at December 31, 2010 and 2009


26Consolidated Statements of Operations for the years ended December 31, 2010 and 2009


27Consolidated Statements of Shareholders' Equity for the years ended December 31, 2010 and 2009


28Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009


29NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


30






24




REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
 
 
 To the Board of Directors and Stockholders
 of EastBridge Investment Group Corporation
 Scottsdale, Arizona
 
 We have audited the accompanying balance sheets of EastBridge Investment Group Corporation  (Company) and subsidiary as of December 31, 2010 and 2009, and the related statements of income, stockholders' equity (deficit), and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included 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 the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EastBridge Investment Group Corporation as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed further in Note 2, the Company has incurred significant losses.  The Company's viability is dependent upon its ability to obtain future financing and the success of its future operations.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 /s/ Tarvaran Askelson & Company, LLP
 
 Laguna Niguel, California
 April 7, 2011
  25
  EASTBRIDGE INVESTMENT GROUP CORPORATION
 CONDENSED CONSOLIDATED BALANCE SHEETS
  December 31,2010


2009AssetsCash

$
49,898


$
162,609Total current assets


49,898



162,609Advances receivable from related parties


-



23,322Investments


1,614,082



-Total assets

$
1,663,980


$
185,931Liabilities and Stockholders' DeficitLiabilities:Accounts payable


298,278



119,987Disputed accounts payable


213,799



213,799Accrued expenses


542,119



291,358Line of credit


18,750



63,750Deferred revenue


334,871



203,271Advances payable to related party


44,300



71,840Other current liabilities


153,000



100,000Total current liabilities


1,605,117



1,064,005Total liabilities


1,605,117



1,064,005Commitments and contingenciesStockholders' deficit:Preferred stock series A, no par value, 50,000,000 sharesauthorized; none issued and outstandingas of December 31, 2010 and 2009, respectively


-



-Preferred stock series B, no par value, 50,000,000 sharesauthorized; none issued and outstandingas of December 31, 2010 and 2009, respectively


-



-Common stock, no par value, 300,000,000 shares authorized;148,653,865 and 140,377,339 issued and outstandingas of December 31, 2010 and 2009, respectively


5,672,241



4,560,350Accumulated deficit


(5,613,378
)


(5,438,424
)Total stockholders' deficit


58,863



(878,074
)Total liabilities and stockholders' deficit

$
1,663,980


$
185,931The accompanying notes are an integral part of these consolidated financial statements.
 
 26
 
 EASTBRIDGE INVESTMENT GROUP CORPORATION
 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 Year endedDecember 31,2010


2009Revenues

$
1,741,682


$
50,000Cost of services


-



-Gross profit


1,741,682



50,000Operating expenses:General and administrative


1,328,343



723,088Selling and marketing


102,234



74,011Total operating expenses


1,430,577



797,099Operating loss


311,105



(747,099
)Other income (expense):Interest expense


(486,059
)


(7,372
)Interest income


-



1,246Total other (income) expense


(486,059
)


(6,126
)Loss before taxes, minority interest, discontinued operations

$
(174,954
)

$
(753,225
)Income tax provision


-



-Discontinued operations


-



-Net loss

$
(174,954
)

$
(753,225
)Earnings per share:Basic and diluted:

$
(0.00
)

$
(0.01
)Weighted average common shares outstanding:Basic and diluted:


146,351,388



131,935,983The accompanying notes are an integral part of these consolidated financial statements.
  27
 
 EastBridge Investment Group Corporation
 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
 Preferred Stock


Common Stock


RetainedCommon Stock


Preferred A


Preferred B


Subscribed


EarningsShares


Amount


Shares


Amount


Shares


Amount


Not Issued


(Deficit)


TotalBalance at December 31, 2008


126,554,839



4,201,825



-



-



-



-



-



(4,685,200
)


(483,375
)Common stock issued to officers


12,800,000



266,200



-



-



-



-



-



-



266,200Common stock issued for debt


3,500,000



63,000



-



-



-



-



-



-



63,000Common stock issued for services

Common stock issued for cash


1,522,500



29,325



-



-



-



-



-



-



29,325Cancellation of shares


(4,000,000
)


-



-



-



-



-



-



-



-Net loss


-



-



-



-



-



-



-



(753,224
)


(753,224
)Balance at December 31, 2009


140,377,339



4,560,350



-



-



-



-



-



(5,438,424
)


(878,074
)Common stock issued to officers


1,244,421



161,775



-



-



-



-



-



-



161,775Common stock issued for debt


3,100,000



527,000



-



-



-



-



-



-



527,000Common stock issued to services


3,932,105



423,116



-



-



-



-



-



-



423,116Net loss


-



-



-



-



-



-



-



(174,954
)


(174,954
)Balance at December 31, 2010


148,653,865


$
5,672,241



-


$
-



-


$
-


$
-


$
(5,613,378
)

$
58,863The accompanying notes are an integral part of the consolidated financial statements.
 
 28
 
 EASTBRIDGE INVESTMENT GROUP CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year ended December 31,2010


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(174,954
)

$
(753,224
)Adjustments to reconcile net loss to net cashused in operating activities:Common stock issued for services


584,890



358,525Loss on the extinguishment of debt


476,961



-Value of stock received for services


(1,614,082
)


-Changes in operating assets and liabilities:Advances receivable from related party


23,322



(23,322
)Accounts payables


178,291



93,699Accrued liabilities


250,761



177,023Deferred revenue


131,600



203,271Other current liabilities


53,000



100,000Net cash (used in) provided by operating activities


(90,211
)


155,972CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of line of credit


(45,000
)


(36,250
)Advances from affiliate


22,500



38,540Net cash provided by financing activities


(22,500
)


2,290(DECREASE) INCREASE IN CASH


(112,711
)


158,262CASH, BEGINNING OF PERIOD


162,609



4,347CASH, END OF PERIOD

$
49,898


$
162,609SUPPLEMENTAL CASH FLOW INFORMATIONInterest paid

$
9,098


$
5,644Issuance of company stock for accrued liabilities

$
75,619


$
327,600Debt extinguished with issuance of company stock

$
50,040


$
48,500The accompanying notes are an integral part of these consolidated financial statements.
 29
 
 EASTBRIDGE INVESTMENT GROUP CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
  
 NOTE 1 – DESCRIPTION OF BUSINESS
 
 EastBridge Investment Group Corporation (formally ATC Technology Corporation) (“EastBridge” or the “Company”) was incorporated in the State of Arizona on June 25, 2001.  The Company’s principal activity up through June 30, 2005 was to manufacture mobile entertainment products that provide a means to play video game consoles made by Sony, Microsoft and Nintendo, in the car, RV, SUV, van or boat with attachable viewing monitors.
 
 In January 2007, the Company formed Fiber One Limited (“Fiber One”) in Hong Kong as a wholly owned subsidiary of EastBridge to provide calibration and maintenance services to fiber optic companies in Asia, mainly in China and Japan.  On June 11, 2007, the Company distributed 5.0% of Fiber One's stock to its shareholders of record on June 11, 2007.  Accordingly, the results of Fiber One have been consolidated with those of EastBridge’s from the date of formation of Fiber One.  In December 2008, the Company discontinued operations of Fiber One and two other subsidiaries.  Accordingly, all results associated with these entities have been retroactively restated and reflected as discontinued operations in the accompanying consolidated statements of operations.
 
 EastBridge is one of the very few United States companies solely concentrated in marketing consulting services to the many small to mid-size Asian companies that require financial services to assist them in expanding in their local markets. EastBridge had ten (10) clients as of December 31, 2010 that it is assisting in becoming public companies, reporting pursuant to the Securities Exchange Act of 1934, as amended, in the United States and obtaining listings for their stock on a U.S. stock exchange or over-the-counter market. All clients are located outside the United States.
 
 EastBridge has formed other subsidiaries to facilitate its clients’ entry into the US capital markets and intends to merge these subsidiaries with the operating entities of its clients in the future.  Unless otherwise noted, all such subsidiaries are inactive.
 
 NOTE 2 - GOING CONCERN
 
 As indicated in the accompanying financial statements, the Company has incurred cumulative net operating losses of $5,613,378 since inception. We place no assurance on the on going operations of our new subsidiaries.  So far, most of the working capital has been provided by the Company's management team members. They have done so since EastBridge's inception and have indicated their continued support for EastBridge; however, there is no assurance that additional funds will be advanced. These matters raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
 
 These factors raise substantial doubt about the ability of the Company to continue as a going concern.   Management plans to successfully achieve milestones in the near future with respect to the Company's client engagements which will provide it with some liquidity; however, there is no assurance that the Company will be successful.
 
 The Company's ability to meet its obligations and continue as a going concern is dependent upon its ability to obtain additional financing, achievement of profitable operations and/or ability to achieve client listing obligations.  Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure financing when needed or to obtain such financing on terms satisfactory to the Company, if at all.
  30
 
 NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America.  Significant accounting policies are as follows:
 
 Principles of Consolidation
 
 We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.
 
 Use of Estimates
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.
 
 These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period.  Management evaluates these estimates and assumptions on a regular basis.  Actual results could differ from those estimates.
 
 Revenue Recognition
 
 The Company utilizes the guidance set forth in the Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 104, regarding the recognition, presentation and disclosure of revenue in its financial statements.The Company engages in listing contracts with its clients which provide for the payment of fees, either in cash or equity, upon the achievement of certain milestones including the successful completion of a financial statement audit, the successful listing on a national stock exchange and the maintenance of ongoing 1934 Act registration requirements with the Securities and Exchange Commission.  In some instances, payment may be made in advance of performance; however, such payment is often refundable in the event that milestones are not reached.   The Company recognizes revenue on a systematic basis as milestones are reached in accordance with FASB’s Accounting Standards Codification (“ASC”) 605 “Revenue Recognition” Update No. 2009-13.  Such guidance stipulates that revenue be recognized for individual elements in a multiple deliverable arrangement using the relative selling price method.  The Company relies on internal estimates of the relative selling price of each element as objective third-party evidence is unattainable.
  Cash and Cash Equivalents
 
 The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  At December 31, 2010 and 2009, respectively, cash and cash equivalents include cash on hand and cash in the bank. At times, cash deposits may exceed government-insured limits.
  31
 
 Income Taxes
 
 Income taxes are accounted for using the asset and liability method as prescribed by ASC 740 “Income Taxes”. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will not be realized.
  A full valuation allowance has been established against all net deferred tax assets as of December 31, 2010 based on estimates of recoverability.  While the Company has optimistic plans for its business strategy, we determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to our ability to generate sufficient profits from our business model.
 
 Share-Based Compensation
 
 The Company periodically uses stock-based awards, consisting of shares of common stock, to compensate certain officers and consultants.  Shares are expensed on a straight line basis over the requisite service period based on the grant date fair value, net of estimated forfeitures, if any.  Typically, stock awards are fully vested at the date of grant, so forfeitures are not applicable.
  Basic and Diluted Net Loss Per Share
 
 Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period.  The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.  Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be anti-dilutive.
 
 Fair Value of Financial Instruments
 
 The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.
 
 The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, income tax payable and related party payable approximate fair value due to their short maturities.
 
 Reclassification
 
 Certain prior period amounts have been reclassified to conform to current year presentations.
 
 Recent Accounting Pronouncements
 
 Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.
  32
 
 In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.
 
 In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.  The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.
 
 In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
 
 In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect this ASU will have a material impact on its financial position or results of operations when it adopts this update on January 1, 2011.
 
 In December 2010, FASB issued Accounting Standards Update (ASU) No. 2010-29, Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations. If a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. ASU 2010-29 also expands the supplementary pro forma disclosures. ASU 2010-29 is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. ASU 2010-29 will only affect the Company if there are future business combinations.
  In October 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standards Update 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements.FASB Accounting Standards Update 2009-13 addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Accounting Standards Codification (“ASC”) Subtopic 605-25, Revenue Recognition-Multiple-Element Arrangements, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. In addition, this guidance significantly expands required disclosures related to a vendor’s multiple-deliverable revenue arrangements. FASB Accounting Standards Update 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of Accounting Standards Update 2009-13 did not have a material impact on the Company’s results of operations or financial position.
  33
 
 NOTE 4 – OTHER LIABILITIES
  Disputed Accounts Payable
  At December 31, 2010, the Company carried balances totaling $213,799 owed to various vendors relating to EastBridge’s former business called ATC Technology.  The Company currently considers these balances as in dispute with the vendors and is working on a resolution.
  Other Current Liabilities
  Other current liabilities at December 31, 2010 and 2009 consisted of $153,000 and $100,000, respectively, from deposits received from individuals and a trust which have agreed to purchase from Eastbridge a fixed number of shares of common stock in one of Eastbridge’s clients that is expected to be earned by Eastbridge as part of a fee arrangement once this client's shares are publicly registered.
  In 2010, the Company issued an aggregate of 3.1 million shares in exchange of debt owed.  Interest expensed was approximately $477,000 as the value of the stock at the time of issuance was greater than the estimated value when negotiating the number of shares needed for the outstanding debt.  This was short-term debt and was only outstanding for about a year.
 
 NOTE 5 – LINE OF CREDIT / NOTES PAYABLE
  In May 2009, the Company converted the line of credit with Goldwater Bank into a two year promissory note unsecured with a variable interest rate of Wall Street Journal Prime plus 4.0%.  The interest rate cannot be less than 8% which was the rate as of both December 31, 2010 and 2009.  The balance due on this promissory note as of December 31, 2010 and 2009 was $18,750 and $63,750, respectively.
  NOTE 6 – LEASES
 
 The Company is leasing office space in Scottsdale, Arizona, under a non-cancelable operating lease agreement, which expires in August 2011.  In 2010, the Company entered into a lease agreement for housing in Beijing.  This lease is intended for the employees of the Company while in Beijing and expires December 2011.  Rent expense for the periods ended December 31, 2010 and 2009 was $80,231 and $31,653, respectively.
 
 As of December 31, 2010, future minimum lease payments due under the foregoing lease agreements are as follows:
  Year ending December 31,

Amount2011

$
56,312$
56312
  34
  NOTE 7 – RELATED PARTY TRANSACTIONS
 
 The Company reduced the CEO’s accrued compensation by offsetting the unpaid accrued compensation by the cash payments to the CEO of $73,774 during 2009.   As of December 31, 2010 and 2009 the accrued compensation liability to the officers was $421,929 and $190,026, respectively.  In 2009, the Company recorded a payroll tax liability in connection with accrued compensation paid with stock and resulting from this payroll tax liability advances receivable from the CEO and CFO in the amounts of $14,039 and $9,283 were outstanding as of December 31, 2009.  In 2010, the Company reduced the accrued compensation with these advances receivable.
 
 The Company received advances from its CEO, CFO and shareholders during the course of business at a rate of 4.5% interest which is the federal long term interest rate. As of December 31, 2010 and 2009 total combined advances payable to the Company’s CEO, CFO and shareholders were $44,300 and $71,840, respectively.
 
 The Company entered into an employment agreement with the CEO on June 1, 2005. Under the terms of the agreement the CEO will receive compensation in the amount of $240,000 annually. The Company entered into an employment agreement with its CFO on June 1, 2005. Under the terms of its agreement the CFO was to receive $84,000 in compensation annually from the inception of the agreement through January 1, 2007 at which point the consulting compensation increased to $180,000.
 
 On April 29, 2010, the Company issued 1,244,421 shares of common stock to its two officers. 426,239 common shares were issued at $.13 for a cumulative value of$55,411 to the CEO and 818,182 common shares were issued at $.13 for a cumulative value of $106,364 to the Company’s CFO. The common shares were issued andaccepted by the Company’s officers at the closing trading price on the date of issue and were applied against the accrued balance due to the two officers for aportion of unpaid salaries through the date of issuance.
 In the third quarter of 2009, the Company issued 11,800,000 shares of common stock to its two officers. 6,800,000 common shares were issued to the CEO and 5,000,000 common shares were issued to the Company’s CFO.  The common shares were issued and accepted by the Company’s officers at the closing trading price on the date of issue. On July 2, 2009 3,400,000 shares were issued at $.023 and the remaining 8,400,000 were issued on September 30, 2009 at $.02 for a cumulative value of $246,200 which was applied against the accrued balance due to the two officers for a portion of unpaid salaries through the date of issuance.
 
 In the first quarter of 2009, the Company issued 500,000 shares of common stock to each of our two officers, respectively.   The common shares were issued and accepted by the Company’s officers at the closing trading price of $.020 per share for a cumulative value of $20,000 which was applied against the accrued balance due to the two officers for a portion of unpaid salaries through the date of issuance.
 
 NOTE 8 – EQUITY
 
 As ofDecember 31, 2010, EastBridge had 148,653,865 shares of no par common stock issued and outstanding with 300,000,000 shares authorized.
 
 During the year ended December 31, 2010, the Company issued 3,932,205 shares of common stock to consultants for services rendered.  The Company expensed $423,116 in connection with these issuances based on the quoted market prices on the date of issuance.
  35
 
 During the year ended December 31, 2010, the Company issued 1,244,421 shares of common stock to its two officers of which 426,239 shares were issued to the CEO and 818,182 shares were issued to our CFO.  The common shares were issued and accepted by the Company’s officers at the closing trading price of the date of issue of $.13 for a cumulative value of $161,775.  The Company reduced the value of the accrued compensation due to the two officers by $161,775.
  During the year ended December 31, 2010, the Company issued 3,100,000 shares of common stock in exchange for debt the Company owed to shareholders.  The Company reduced the debt by $50,040 and recorded interest expense of $476,960 in connection with these issuances based on the quoted market price on the date of issuance.
 
 During the year ended December 31, 2009, the Company issued 1,522,500 shares of common stock to consultants for services rendered.  The Company expensed $29,325 in connection with these issuances based on the quoted market prices on the date of issuance.
 
 During the year ended December 31, 2009, Company issued 12,800,000 shares of common stock to its two officers of which 7,300,000 shares were issued to the CEO and 5,500,000 was issued to our CFO.  The common shares were issued and accepted by the Company’s officers at the closing trading price of the date of issue whereas 3,400,000 shares were issued at $.023, 9,400,000 were issued at the closing trading price of $.02 for a cumulative value of $266,200.  The Company reduced the value of the accrued compensation due to the two officers by $266,200.
 
 During the year ended December 31, 2009, the Company cancelled shares originally issued to ATC Technology Corporation (the original name of the Company).
 
 NOTE 9 – INCOME TAXES
 
 The provision (benefit) for income taxes from continued operations for the years ended December 31, 2010 and 2009, consist of the following:
  December 31, 2010


December 31, 2009Current:Federal

$
-


$
-State


-



-Deferred:Federal

$
4,481


$
222,708State


725



36,0265,206



258,734Change invaluation allowance


(5,206
)


(258,734
)Provision for income taxes, net

$
-


$
-
  36
 
 The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:
  December 31, 2010


December 31, 2009Statutory federal income tax rate


34.00
%


34.00
%State income taxes and other


5.50
%


5.50
%Effective tax rate


39.50
%


39.50
%
 Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:
 December 31, 2010


December 31, 2009Net operating loss carryforward


2,280,179



2,267,000Valuation allowance


(2,280,179
)


(2,267,000
)Deferred income tax asset


-



-
  The Company has a net operating loss carry forward of approximately $5,348,000 available to offset future taxable income through 2030.
  37
 
 NOTE 10 – DEFERRED REVENUE
 
 The following table represents the balance of deferred revenue that has not yet been recognized under the Company’s revenue recognition policies:
  The following table represents the Deferred Revenue that has not been recognized by the company until the completion of the contractual obligations:December 31,


December 31,2010


2009Jinkuizi Science & Technology Company


(45,000
)


(45,000
)Alpha Green Energy Company


(112,212
)


(75,712
)Kadia


(73,000
)


(73,000
)Huang Wei


(9,559
)


(9,559
)Arem Pacific


(50,485
)Dwarf Technologies


(44,615
)Deferred Revenue


(334,871
)


(203,271
)
 
 NOTE 11 – COMMITMENTS AND CONTINGENCIES
  Employment Agreements
  On June 1, 2005, we entered into an employment agreement with Keith Wong, our President and Chief Executive Officer. The agreement provides for annual compensation in the amount of $240,000, effective June 1, 2005.  Mr. Wong’s agreement contains confidentiality, non-compete, and good faith cooperation covenants. The agreement may not be terminated by either party except with cause on the part of the Company, upon the occurrence of Mr. Wong's death, disability, bankruptcy or incompetency, or with the mutual consent of both parties.
  On June 1, 2005, we entered into an employment agreement with Norm Klein, our Chief Financial Officer, Chief Operating Officer and Investor Relations Officer. The agreement provides for annual compensation in the amount of $84,000, effective on June 1, 2005 and was increased to an annual compensation of $180,000, effective January 1, 2007.  Mr. Klein’s agreement contains confidentiality, non-compete and good faith cooperation covenants. The agreement may not be terminated by either party except with cause on the part of the Company, upon the occurrence of Mr. Klein's death, disability, bankruptcy or incompetency, or with the mutual consent of both parties.
  38
  NOTE 12 – STOCK BASED COMPENSATION
  2009 Stock Option Plan
  During the first quarter of 2009, the Company's Board of Directors approved and adopted the 2009 Stock Option Plan  (the "Plan") and designated 10,000,000 of our no par common stock for issuance under the Plan to employees, directors or consultants for EastBridge through either the issuance of shares or stock option grants.  Under the terms of the Plan, stock option grants shall be made with exercise prices not less than 100% of the fair market value of the shares of common stock on the grant date.  During 2009 and 2010, the Company issued approximately 4.5 and 3.2 million shares, respectively, of common stock under the plan.  These grants were not stock options but instead represent fully vested shares at the date of grant.
  Total shares

reserved

under the

plan


Remaining

shares available for issuance

under the

plan2009 Stock Option Plan


10,000,000



2,290,974
 
 NOTE 13 – SEGMENT INFORMATION
  The Company operates only one reporting segment.  Substantially all assets are contained in the United States.  Although the Company’s business is assisting foreign companies with accessing the US capital markets, substantially all revenue generating activities are conducted in the United States.
  NOTE 14 – SUBSEQUENT EVENTS
 
 The Company evaluated subsequent events through March 31, 2011 which is the date the financial statements were issued.
 
 As of March 31, 2011, EastBridge had received 2,512,125 shares of Wonder International Education and Investment Group Corporation stock, since Wonder’s SEC Form S-1 registration statement was made effective on January 6, 2011.  EastBridge is in the process of distributing approximately 900,000 shares to its shareholders, business agents and other investors of EastBridge.
    39
  ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  We have no reportable events or disagreements with our current or prior auditors.
  ITEM 9A.
CONTROLS AND PROCEDURES
  Our management team, under the supervision and with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the last day of the fiscal period covered by this report, December 31, 2010. The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is 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 by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2010.
  Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management is required to base its assessment of the effectiveness of our internal control over financial reporting on a suitable, recognized control framework, such as the framework developed by the Committee of Sponsoring Organizations (COSO). The COSO framework, published in Internal Control-Integrated Framework, is known as the COSO Report. Our principal executive officer and our principal financial officer have has chosen the COSO framework on which to base their assessment. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2010, but identified the following significant deficiencies:
  Significant Deficiencies –
  LACK OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE
  Management is aware that an audit committee composed of independent members along with a qualified audit committee financial expert has not yet been established.  Considering the costs associated with procuring and providing the infrastructure to support an independent audit committee and the limited number of transactions, management has concluded that the risks associated with the lack of an independent audit committee are not justified.  Management will periodically reevaluate this situation.
  LACK OF SEGREGATION OF DUTIES
  Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases.  Management will periodically reevaluate this situation.
  40
  This annual report on Form 10-K 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 our registered public accounting firm pursuant to permanent rules of the Securities and Exchange Commission that permit smaller reporting companies to provide only management's report in this annual report on Form 10-K.
  It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
  Changes in Internal Control Over Financial Reporting
  During the fiscal quarter ended December 31, 2010, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
  ITEM 9B.
OTHER INFORMATION
  None.
 
 PART III
  ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  Directors and Executive Officers
  Set forth below is information regarding the Company's current directors and executive officers. There are no family relationships between any of our directors or executive officers. The directors are elected annually by shareholders. The executive officers serve at the pleasure of the Board of Directors.  There is no arrangement or understanding between any of the directors or officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to the Company’s Board.  There are also no arrangements, agreements or understandings between non-management shareholders that may directly or indirectly participate in or influence the management of the Company’s affairs.  There are no agreements or understandings for any officer or director to resign at the request of another person, and none of the officers or directors are acting on behalf of, or will act at the direction of, any other person.
  Name

Age

Position(s)

With the Company

Position Held

Since

Director Since/DuringKeith Wong

56

President, CEO, and Director

June, 2001

June, 2001Norm Klein

61

CFO, COO, IRO, and Director

June, 2001

June, 2001
  41
 
 The following is a brief description of the business experience during the past five years of each of the above-named persons:
  Keith Wong – President, Chief Executive Officer, and Director
  Mr. Wong brings 22 years of experience in sales, business management, finance, manufacturing, Asian suppliers and Asian business networks.
  Since 2001, Mr. Wong has acted as the President and CEO of ATC Technology Group, which later became EastBridge Investment Group Corporation.
  From 1989 to 2001, Mr. Wong was the President and CEO of Amtel International Corporation, where he built the company into a leader in selling promotional TV and small appliances. This company designed and imported televisions and small appliances from Asia.  Mr. Wong built this company from scratch and increased sales from zero to more than $8,000,000 per year.  This company provided valuable experiences to Mr. Wong in the electronics business in working with international suppliers and several top U.S. chain stores including Kmart and Wal-Mart. Amtel won much acclaim for its products including a design award, Innovations 2001 Design and Engineering Award, from the Industrial Society of America and the Consumer Electronics Association.
  From 1986 to 1989, Mr. Wong was a sales executive with Coherent, Inc. for Asia-Pacific for four years. Mr. Wong demonstrated his management capabilities in Asia. Prior to his sales experience, Mr. Wong was an electronics design engineer for several high tech companies including Computer Vision, Tektronix and General Electric, where he was awarded with the prestigious Ed Woll's Young Engineer Award in 1980 for his efforts in improving military jet engine manufacturing.
  Mr. Wong holds a Bachelors and Masters degree in electrical engineering from Rutgers University and Northeastern University, respectively. Mr. Wong successfully completed several corporate finance courses for executives from Harvard University. Mr. Wong also holds two U.S. utility patents and one U.S. design patent.
  Mr. Wong is a founding member of the Asian Bank of Arizona and a member of the Beijing Equity Exchange.
  In considering Mr. Wong's continued eligibility to serve on the Board, the Board considered the following –
  Mr. Wong has been an owner of his own business since 1989 responsible for all aspects of the operation including financial, marketing, sales and operational matters.  Mr. Wong also served on the Board of Directors for a new bank in the Phoenix market and provided his management experience in assisting in the startup of this new bank in the Chinese community.
  Norm Klein - Chief Financial Officer, Chief Operating Officer and Investor Relations Officer
  Mr. Klein has over twenty years of experience working in manufacturing and process control with major companies. Mr. Klein also brings his expertise in engineering, operational leadership, and business management to EastBridge.
  Since 2001, Mr. Klein has acted as the CFO, COO, and IRO for ATC Technology Group, which later became known as EastBridge Investment Group Corporation.
  42
  Since 1997, Mr. Klein has been the owner of, and consultant for High Performance Edge, Inc. The firm provides consulting services in the areas of leadership development, organization development and process improvement. The firm also provides startup management expertise for companies that want to increase sales and operational capacity. The firm's clients include Clorox, Honeywell/Allied Signal, Ingersol Rand, Durel Corporation and Dreyers Ice Cream Company.
  From 1972 to 1993, Mr. Klein was employed at Procter & Gamble, where he was responsible for the operational aspects of the company's Metamucil business. Mr. Klein provided the leadership role for a $60 million manufacturing plant expansion and managed an operating budget in excess of $30 million. Further, as a member of Procter & Gamble's profit and loss team for its hair care business, Mr. Klein led the launch of the first combined shampoo and conditioner product, Pert shampoo.  This quickly grew to be a $100 million business that required extensive resources and leadership to meet consumer demand.  The successful launch propelled P&G's hair care business to the number one position in the market based on market share.
  Mr. Klein provides EastBridge with high quality business management, strategic planning and financial system development experience.  His knowledge of operations and finance will be invaluable as EastBridge expands its operational capabilities and launches new services in the near future.
  Mr. Klein holds a Bachelors degree in mechanical engineering from Rose Hulman Institute and a Masters degree in business administration from University of Iowa.
  In considering Mr. Klein's continued eligibility to serve on the Board, the Board considered the following –
  Mr. Klein has been an executive for several corporations including Procter & Gamble and Con-Agra leading major segments of these companies.  He also has experience on non-profit boards such as Junior Achievement and Boys & Girls Clubs including leadership positions on these boards.   He also has owned and operated his own companies for more than 15 years.  His skills include financial management, operations and human resources.
  Audit Committee
  The Company does not have any standing committees at this time and due to its small size does not believe that committees are necessary at this time.  In addition, the Company's Board of Directors has determined that the Company does not have an audit committee financial expert serving on the Board and does not believe one is necessary at this time due to the relative simplicity of the Company's financial transactions. When the Company develops its operations and reaches sufficient size to justify having committees, it plans to create an audit and a compensation committee and to seek an audit committee financial expert for its Board and audit committee, but there is no assurance it will be successful in doing so.
  Conflicts of Interest
  Members of our management are associated with other firms involved in a range of business activities.  Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company.  Although the officers and directors are engaged in other business activities, we anticipate they will devote an important amount of time to our affairs.
  Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to ours.  Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities.  Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise.  Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.
  Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis.  A breach of this requirement will be a breach of the fiduciary duties of the officer or director.  If we or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity.  However, all directors may still individually take advantage of opportunities if we should decline to do so.  Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.
  43
  Compliance With Section 16(A) Of The Exchange Act
  Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) requires the Company’s directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file with the Securities and Exchange Commission (the "Commission") initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock.  The rules promulgated by the Commission under Section 16(a) of the Exchange Act require those persons to furnish us with copies of all reports filed with the Commission pursuant to Section 16(a).  The information in this section is based solely upon a review of Forms 3, Forms 4, and Forms 5 received by us.
 
 We believe that all of EastBridge's executive officers, directors and 10% shareholders have timely complied with their filing requirements during the year ended December 31, 2010, except for one Form 4 filed late by Mr. Wong in 2010 for transactions that occurred in 2009.
 
 Code of Ethics
  We have adopted a code of ethics which applies to all our directors, officers and employees and comprises written standards that are reasonably designed to deter wrongdoing and to promote the behavior described in Item 406 of Regulation S-K promulgated by the Securities and Exchange Commission.  A copy of our "Code of Ethics and Business Conduct for Officers, Directors and Employees" was filed with the Securities and Exchange Commission as Exhibit 14.1 to the Registration Statement, filed October 30, 2006.  In the event that we make any amendments to, or grant any waivers of, a provision of our Code of Ethics and Business Conduct for Officers, Directors and Employees that applies to the principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable Securities and Exchange Commission rules, we intend to disclose such amendment or waiver and the reasons therefor in a Form 8-K or in our next periodic report.
  Changes to Nominating Procedures
  There have been no material changes to the procedures by which our shareholders may recommend nominees to the Board of Directors during our last fiscal year.
  ITEM 11.
EXECUTIVE COMPENSATION
  Summary Compensation Table
  The following table sets forth for the years ended December 31, 2010 and 2009 compensation awarded to, paid to, or earned by, Keith Wong and Norm Klein (both are directors and officers).  We have no other executive officers.  In 2010, the entire change in compensation due to the CEO and CFO was paid in stock except the $14,039 and $9,283 due from at the end of 2009.  In 2009, the CEO took cash advances in the amount of $73,774 with the remaining change in compensation due paid in stock.  The entire change in compensation due to the CFO was paid in stock.
 NonqualifiedNon-Equity

DeferredIncentive Plan

Compensation

All OtherName and



Salary

Bonus

Stock Award

Option Award

Compensation

Earnings

Compensation

TotalPrincipal Position

Year

($)

($)

($)

($)

($)

($)

($)

($)Keith Wong

2010


240,000















240,0002009


240,000













0



240,000Norm Klein

2010


180,000

















180,0002009


180,000













0



180,000
  44
 
 Employment Agreements
  On June 1, 2005, we entered into an employment agreement with Keith Wong, our President and Chief Executive Officer. The agreement provides for annual compensation in the amount of $240,000, effective June 1, 2005.  Mr. Wong’s agreement contains confidentiality, non-compete, and good faith cooperation covenants. The agreement will continue indefinitely until it is terminated by the Company for cause only, terminated upon the death, disability, retirement, bankruptcy or incompetency of Mr. Wong, or by mutual agreement of both parties.
  On June 1, 2005, we entered into an employment agreement with Norm Klein, our Chief Financial Officer, Chief Operating Officer and Investor Relations Officer. The agreement provides for annual compensation in the amount of $84,000, effective on June 1, 2005 and was increased to an annual compensation of $180,000, effective January 1, 2007.  Mr. Klein’s agreement contains confidentiality, non-compete and good faith cooperation covenants. The agreement will continue indefinitely until it is terminated by the Company for cause only, terminated upon the death, disability, retirement, bankruptcy or incompetency of Mr. Wong, or by mutual agreement of both parties with or without cause and without prior notice subject to the termination provisions in the agreement.
  
 Compensation of Directors
  We currently have two directors. Our current compensation policy for directors is to compensate them through options to purchase common stock as consideration for their joining our Board and/or providing continued services as a director. We do not currently provide our directors with cash compensation, although we do reimburse their expenses. No additional amounts are payable to the Company's directors for committee participation or special assignments. There are no other arrangements pursuant to which any directors was compensated during the Company's last completed fiscal year for any service provided.
  2010 DIRECTOR COMPENSATION TABLE
  Changein PensionFees











Value andEarned








Non-Equity


Nonqualifiedor








Incentive


DeferredPaid in


Stock


Option


Plan


Compensation


All OtherCash


Award


Award


Compensation


Earnings


Compensation


TotalName

($)


($)


($)


($)


($)


($)


($)Keith Wong


-



-



-



-



-



-



-Norm Klein


-



-



-



-



-



-



-
  45
 
 Risk Management in Compensation Policies and Procedures
  Due to the Company's lack of cash flows, it has historically compensated its CEO and CFO in stock rather than paying a cash salary.  By compensating these officers in stock, they have a greater incentive to take steps to increase the value of the Company's stock than they would if compensated in cash.  As the Company's value is largely based on the value of the equity it receives from its clients, paying the officers using Company stock may incentivize them to take additional risks in an attempt to increase the value of the Company's stock.
  Compensation Committee Interlocks and Insider Participation
 
 As a smaller reporting company, the Company is not required to provide the disclosure required by this item.
 
 Compensation Committee Report
  As a smaller reporting company, the Company is not required to provide the disclosure required by this item.
 
 ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
  The following table lists stock ownership of our common stock as of March 22, 2011. The information includes beneficial ownership by (i) holders of more than 5% of our common stock, (ii) each of our directors and executive officers and (iii) all of our directors and executive officers as a group. Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all shares of our common stock beneficially owned by them.  As of March 22, 2011, the Company had 150,781,416 shares of common stock and no shares of preferred stock outstanding.  Except as otherwise indicated below, the address for each listed beneficial owner is c/o EastBridge Investment Group Corporation, 8040 E. Morgan Trail, Unit 18, Scottsdale, Arizona 85258.
  Name and Address of Beneficial Owner

Title of Class

Amount and

Nature of

Beneficial

Ownership


Percent

of ClassNamed Executive OfficersKeith Wong

Common stock


49,568,039



33
%Norm Klein

Common stock


12,219,462



8
%All Officers and Directors

As a Group (2 persons)

Common stock


61,787,501



41
%
 ———————
 
 Changes in Control
  We are not aware of any arrangements that may result in a change in control of the Company.
  46
  ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
  The Company reduced the CEO’s and CFO’s accrued compensation by offsetting the unpaid accrued compensation by the cash payments to the CEO of $14,039 and $73,774 and to the CFO of $9,283 and $0, during the years ended December 31, 2010 and 2009, respectively.  As of December 31, 2009 and 2008 the accrued compensation liability to the officers were $421,929 and $190,026, respectively.  In 2009, the Company recorded a payroll tax liability in connection with accrued compensation paid with stock.  Resulting from this payroll tax liability an advance receivable from the CEO and CFO in the amounts of $14,039 and $9,283 are outstanding as of December 31, 2009.  In 2010 no such liability existed.
 
 The Company received advances from its CEO and CFO during the course of business at a rate of 4.5% interest which is the federal long term interest rate. As of December 31, 2010 and 2009 advances payable to the Company’s CEO were $6,600 and $0, respectively.  As of December 31, 2010 and 2009 advances payable to the Company’s CFO were $21,800 and $21,800, respectively.
 
 The Company entered into an employment agreement with the CEO on June 1, 2005. Under the terms of the agreement the CEO receives compensation in the amount of $240,000 annually. The Company entered into an employment agreement with its CFO on June 1, 2005. Under the terms of its agreement the CFO received $84,000 in compensation annually from the inception of the agreement through January 1, 2007 at which point the consulting compensation increased to $180,000.
 
 In the second quarter of 2010, the Company issued 1,244,421 shares of common stock to its two officers. In total, 426,239 common shares were issued at $.13 for acumulative value of $55,411 to the CEO and 818,182 common shares were issued at $.13 for a cumulative value of $106,364 to the Company’s CFO. The common shareswere issued and accepted by the Company’s officers at the closing trading price on the date of issue and were applied against the accrued balance due to the twoofficers for a portion of unpaid salaries through the date of issuance.
 In the second and third quarters of 2009, the Company issued 11,800,000 shares of common stock to its two officers – Mr. Wong and Mr. Klein. In total, 6,800,000 common shares were issued to the CEO and 5,000,000 common shares were issued to the Company’s CFO.  The common shares were issued and accepted by the Company’s officers at the closing trading price on their respective dates of issue. On June 30, 2009 3,400,000 shares were issued at $.023 and the remaining 8,400,000 were issued on September 17, 2009 at $.02 for a cumulative value of $246,200 which was applied against the accrued compensation balance due to the two officers for services rendered between October 2008 and June 2009.
 
 On February 25, 2009, the Company issued 500,000 shares of common stock to each of Mr. Wong and Mr. Klein.   The common shares were issued and accepted by the Company’s officers at the closing trading price that day of $.020 per share for a cumulative value of $20,000 which was applied against the accrued compensation balance due to the two officers for services rendered between July and December 2008.
 
 In connection with the Company's entry into its loan restructure with Goldwater Bank, N.A. dated May 6, 2009, Mr. Wong and Mr. Klein each entered into a personal guaranty with the bank.  Mr. Wong and Mr. Klein have also personally guaranteed the Company's office lease.  No compensation was paid to Mr. Wong or Mr. Klein in connection with these guarantees.
 
 Using the standards of the NASDAQ Capital Market, which listing standards are not applicable to the Company, the Company's Board has determined that its two directors would not qualify under such standards as independent directors.  The Company did not consider any relationship or transaction between itself and Mr. Wong or Mr. Klein not already disclosed in this report in making this determination.
  47
  ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
  The Company paid or accrued the following fees in each of the prior two fiscal years to its principal accountant, Taravan, Askelson & Company, LLP,:
  Year ended


Year endedDecember 31


December 31,2010


20091.      Audit fees

$
34,930


$
70,4282.      Audit-related fees


0



03.      Tax fees


0



04.      All other fees


0



19,000Totals

$
34,930


$
89,428
  Audit fees include fees for the audit of our annual financial statements, reviews of our quarterly financial statements, and related consents for documents filed with the SEC.  All other fees include fees for auditing of listing agreement clients as required by the SEC for listing.
 As part of its responsibility for oversight of the independent registered public accountants, the Board has established a pre-approval policy for engaging audit and permitted non-audit services provided by our independent registered public accountants.  In accordance with this policy, each type of audit, audit-related, tax and other permitted service to be provided by the independent auditors is specifically described and each such service, together with a fee level or budgeted amount for such service, is pre-approved by the Board.  All of the services provided by our independent registered public accountants described above were approved by our Board.
 
 Our principal accountants did not engage any other persons or firms other than the principal accountant’s full-time, permanent employees.
  The Board has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with its auditors its independence from the Company. The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.
  Based on the review and discussions referred to above, the Board approved the inclusion of the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for its 2010 fiscal year for filing with the SEC.
  48
  PART IV
  ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
  Exhibits
  Exhibit Number

Description2.1

Plan of reorganization and exchange agreement13.1

Articles of incorporation of EastBridge Investment Group Corporation13.1.2

Articles of incorporation of EastBridge Investment Group Corporation, as amended13.2

Corporate bylaws for EastBridge Investment Group Corporation14.1

Form of stock lock-up agreement14.2

2007 Stock Incentive Plan, dated June 14, 200734.3

2008 Employees and Consultants Stock Option Plan, dated August 20, 200884.4

2009 Stock Option Plan1010.1

Consulting Employment Agreement between EastBridge Investment Group Corporation and Keith Wong dated June 1, 2005110.2

Consulting Employment Agreement between EastBridge Investment Group Corporation and Norm Klein dated June 1, 2005110.3

Translated Listing Agreement signed with Amonics Limited  (signed on 11-23-2006)210.4

Translated Listing Agreement signed with Tianjin Hui Hong Heavy Steel Construction Co., Ltd (signed on 12-03-2006)210.5

Translated Listing Agreement signed with NingGuo Shunchang Machinery Co., Ltd  (signed on 01-06-2007)210.6

Translated Listing Agreement with Hefe Ginko Real Estate Company, Ltd. (signed on 07-24-2007)410.7

Share Exchange Agreement with AREM Wine Pty, Ltd. (signed on 09-21-2007)510.8

Listing and Consultant Agreement with AREM Wine Pty, Ltd. (signed 09-27-2007)610.9

Translated Listing Agreement with Beijing Zhong Zhe Huang Holding Company, Ltd. (signed on 10-04-2007)710.10

Translated Listing Agreement with Qinhuangdao Huangwei Pharmaceutical Company Limited (signed on 12-29-2007)1210.11

Translated US Listing Agreement with Anhui Wenda Educational & Investment Management Corporation (signed on 04-12-2008)1210.12

Stock Purchase Agreement with Ji-Bo Pipes & Valves Company, dated September 21, 2008910.13

Stock Purchase Agreement with Aoxing Corporation, dated September 21, 2008910.14

Translated US Listing Agreement with Foshan Jinkuizi Technology Limited Company (signed on 09-22-2008) 1210.15

Letter Agreement with Alpha Green Energy Limited (signed on 02-18-2009) 1210.16

Listing Agreement with AREM Pacific Corporation (signed on 04-30-2009) 1210.17

Change in Terms Agreement between EastBridge Investment Group Corporation and Goldwater Bank, N.A. dated May 6, 2009 12.10.18

Translated Listing Agreement with SuZhou KaiDa Road Pavement Construction Company Limited (signed on 11-03-2009) 1210.19

Translated Listing Agreement with Long Whole Enterprises, Ltd. (signed on 11-28-2009) 1210.20

Translated Listing Agreement with Beijing Tsingda Century Education Investment and Consultancy Limited (signed on 12-24-2009) 1210.21

Translated Listing Agreement with StrayArrow International Limited (dated 4-11-2010)1310.22

Letter Agreement with Compass Acquisition Corporation (dated 5-17-2010), filed herewith.10.23

Translated Listing Agreement with Hangzhou Dwarf Technology Ltd. (dated  9-26-2010)1410.24

Bridge Capital Raise Agreement with FIZZA, LLC, dated December 1, 2010 (confidential treatment requested for redacted portions)1514.1

Code of Ethics for EastBridge Investment Group Corporation116.1

Letter of Jewett, Schwartz, Wolfe & Associates1121.1

Subsidiaries of the Company, 1231.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer, filed herewith.31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer, filed herewith.32

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.99.1

Articles of Amendment for Name Change for EastBridge Investment Group Corporation1
 ———————
  49
  1.
Incorporated by reference filed with the Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on October 30, 2006 (File No. 000-52282)
 
 2.
Incorporated by reference filed with the Registration Statement on Form 10-SB/A filed with the Securities and Exchange Commission on February 27, 2007 (File No. 000-52282)
 
 3.
Incorporated by reference filed with the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 19, 2007 (File No. 333-143878)
 
 4.
Incorporated by reference filed with the Form 8-K filed with the Securities and Exchange Commission on July 20, 2007 (File No. 000-52282)
 
 5.
Incorporated by reference filed with the Form 8-K filed with the Securities and Exchange Commission on September 25, 2007 (File No. 000-52282)
 
 6.
Incorporated by reference filed with the Form 8-K filed with the Securities and Exchange Commission on October 1, 2007 (File No. 000-52282)
 
 7.
Incorporated by reference filed with the Form 8-K filed with the Securities and Exchange Commission on October 9, 2007 (File No. 000-52282)
 
 8.
Incorporated by reference filed with the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 22, 2008 (File No. 333-153129)
 
 9.
Incorporated by reference filed with the Form 8-K filed with the Securities and Exchange Commission on October 22, 2008 (File No. 000-52282)
 
 10.
Incorporated by reference filed with the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on April 15, 2009 (File No. 333-158583)
 
 11.
Incorporated by reference filed with the Form 8-K/A filed with the Securities and Exchange Commission on May 18, 2009 (File No. 000-52282)
 
 12.
Incorporated by reference filed with the Form 10-K filed with the Securities and Exchange Commission on April 15, 2010 (File No. 000-52282)
 
 13.
Incorporated by reference filed with the Form 8-K filed with the Securities and Exchange Commission on July 14, 2010 (File No. 000-52282)
 
 14.
Incorporated by reference filed with the Form 8-K filed with the Securities and Exchange Commission on November 12, 2010 (File No. 000-52282
  15.
15. Incorporated by reference filed with the Form 8-K filed with the Securities and Exchange Commission on December 7, 2010 (File No. 000-52282)
  50
  SIGNATURES
  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
  Registrant
EastBridge Investment Group CorporationDate: April 13, 2011
By:
/s/ Keith WongKeith WongChairman, Chief Executive Officer (Principal Executive Officer)
 
 Date: April 13, 2011
By:
/s/ Norm KleinNorm KleinPrincipal Financial Officer and Principal Accounting Officer
 
 Pursuant to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
  Date: April 13, 2011
By:
/s/ Keith WongKeith WongChairman, Chief Executive Officer
 
 Date: April 13, 2011
By:
/s/ Norm KleinNorm KleinDirector, Principal Financial Officer and Principal Accounting Officer