UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form
10-K
 
 x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934
 
 For
the fiscal year ended June 30, 2010
 
 OR
 
  ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For
the transition period from _______________ to _______________
 
 Commission
File Number 000-52342
 
 Action Acquisition
Corporation
 (Exact
name of Registrant as specified in its charter)
 
 Cayman Islands
                N/A(State or other jurisdiction of incorporation or
                  organization)
                (I.R.S. Employer Identification No.)
 
 c/o
Nautilus Global Partners
 700
Gemini, Suite 100, Houston, TX 77056
 (Address of principal
executive offices) (Zip Code)
 
 (281)
488-3883
 (Registrant’s
telephone number, including area code)
 
 Indicate
by check mark whether the Registrant is a well-known seasoned issuer, as defined
in Rule 405 of the  Securities Act.
 Yes  ̈ No x
 
 Indicate
by check mark whether the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
 Yes  ̈ No x
 
 Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the 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 x  NO  ̈
 
 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. x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in rule 12b-2 of the Exchange
Act.
 
 Large
      accelerated filer   ̈
                Accelerated
      filer             
               ̈Non-accelerated
      filer     ̈
                Smaller
      reporting company     x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the Exchange Act).
 YES x  NO o
 
 At
November 12, 2010 there were 17,133,992 shares of Registrant’s ordinary
shares outstanding.
  
  GENERAL
INDEX
 
 Page
                              NumberPART
      IItem
      1.
                            Business
                            
                            3Item
      1A.
                            Risk
      Factors
                            
                            6Item
      1B.
                            Unresolved
      Staff Comments
                            
                            11Item
      2.
                            Properties
                            
                            11Item
      3.
                            Legal
      Proceedings
                            
                            12Item
      4.
                            Submission
      of Matters to a Vote of Security Holders
                            
                            12PART
      IIItem
      5.
                            Market
      for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                            
                            12Item
      6.
                            Selected
      Financial Data
                            
                            12Item
      7.
                            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                            
                            13Item
      7A.
                            Quantitative
      and Qualitative Disclosures About Market Risk
                            
                            14Item
      8.
                            Financial
      Statements and Supplementary Data
                            
                            14Item
      9.
                            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                            
                            14Item
      9A.(T)
                            Controls
      and Procedures
                            
                            14Item
      9B
                            Other
      Information
                            
                            15PART
      IIIItem
      10.
                            Directors,
      Executive Officers and Corporate Governance
                            
                            15Item
      11.
                            Executive
      Compensation
                            
                            18Item
      12.
                            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                            
                            19Item
      13.
                            Certain
      Relationships and Related Transactions, and Director
      Independence
                            
                            20Item
      14.
                            Principal
      Accounting Fees and Services
                            
                            20PART
      IVItem
      15.
                            Exhibits
      and Financial Statement Schedules
                            
                            21SIGNATURES
                            
                            22
  2
  ITEM
1. BUSINESS
 
 Introductory
Note:
 
 Action
Acquisition Corporation (“we”, “us” or the "Company") was formed in the Cayman
Islands on September 30, 2006 with the objective to acquire, or merge with, an
operating business.  The discussion of the business and results of
operations, as well as the financials, in this Annual Report on Form 10-K relate
to the historic period ending June 30, 2010. On September 10, 2010 the Company
completed a share exchange agreement that changed our operations as described
on Form 8-K filed with the Securities and Exchange Commission on September
16, 2010, as amended on October 15, 2010, and discussed in Note 8 to the
Financial Statements contained herein.
 
 Effective
August 31, 2010, the Company accepted a subscription and offer to purchase
3,523,922 ordinary shares of the Company’s capital stock from Skyline Investors,
LLC (“Skyline”), an affiliate of Maxim Group, LLC, a registered broker/dealer
(“Maxim”), for an aggregate purchase price of $25,000. Prior to the consummation
of this transaction, the Company had 998,275 ordinary shares issued and
outstanding.  As a result of the acceptance of this subscription, the
Company had 4,522,197 ordinary shares issued and outstanding, with Skyline the
beneficial owner of approximately 78% thereof.  Immediately following
the acceptance of Skyline’s subscription, Mr. Joseph Rozelle resigned as our
President and Chief Financial Officer and the Board of Directors appointed Mr.
Karl Brenza to serve as President and Chief Executive Officer, effective
immediately.
 
 Effective
September 10, 2010, the Company and its controlling shareholders entered into a
share exchange agreement with Grand Power Capital, Inc., a British Virgin
Islands business company (“GPC”), and the GPC shareholders. Pursuant to the
agreement, the Company issued an aggregate of 10,129,725 ordinary shares and
98,885.37 preference shares to GPC shareholders. With the exception of the
shares of GPC held by Apollo Enterprises International, Inc., each share of GPC
capital stock was exchanged for approximately 1,327 ordinary shares of the
Company. The remaining shares of GPC held by Apollo Enterprises International,
Inc. were exchanged for 98,885.37 preference shares of the Company. Each
preference share shall be automatically converted into 100 ordinary shares of
the Company upon receipt of approval by the Company shareholders of a proposed
increase in the number of authorized ordinary shares from 39,062,500 shares to
100,000,000 shares. Upon effectiveness of the share exchange, the Company had
14,651,922 ordinary shares and 98,885.37 preference shares issued and
outstanding , approximately 90% of the voting power of our capital stock was
held by the former GPC shareholders. The shareholders of the Company immediately
prior to the completion of the share exchange held approximately 10% of the
issued and outstanding ordinary shares of the Company. As a result of the
transaction, GPC became a wholly owned subsidiary of the Company.
  GPC
acquired 100% of the issued and outstanding capital stock of Shenzhen
ORB-Fortune New Materials Co., Ltd. (“Shenzhen ORB”) in May 2010. Shenzhen ORB
was incorporated in the Guangdong Province of the People’s Republic of China
(“PRC”) in 2005. Shenzhen ORB is a hi-tech enterprise primarily engaged in the
development, manufacture and sale of high-performance adhesive seal materials in
the PRC. The Company provides glass bonding solutions to a wide range of
industries, including automobile, ships and boats, construction, and
electronics, but currently focusing on the automobile windshields area. The
Company is also in the process of producing other auto parts such as bumper,
harness, lamp, and cooling liquid.  As GPC and Shenzhen ORB are under
common control, this has been accounted for as a reorganization of the entities,
with assets and liabilities transferred at their carrying amounts, and the
financial statements will be prepared as if the reorganization had occurred
retroactively.
 The
Company acquired GPC on September 10, 2010 through a share exchange as described
above. Under GAAP, the share exchange is considered to be a capital transaction
in substance, rather than a business combination.  That is, the share
exchange is equivalent to the issuance of stock by GPC for the net monetary
assets of the Company, accompanied by a recapitalization, and is accounted for
as a change in capital structure. GPC’s shareholders will own the majority of
the shares and will exercise significant influence over the operating and
financial policies of the consolidated entity.
  3
  General
 
 Prior to
the completed share exchange agreement, Action Acquisition
Corporation  was a development stage company formed solely for the
purpose of identifying and entering into a business combination with a privately
held business or company, domiciled and operating in an emerging market that is
seeking the advantages of being a publicly held corporation whose stock is
eventually traded on a major United States stock exchange.  We intend
to focus on targets located primarily in Asia, South America and Eastern Europe,
as we believe that businesses with operating history and growth potential in
these locations would benefit significantly from access to the United States
capital markets and may offer the potential of capital appreciation stemming
from the economic growth in such emerging markets.
 
 Plan
of Operation
 
 Prior to
the completed share exchange agreement, we had not engaged in any business
activities that generate revenue.  Our activities through June 30,
2010 had been primarily focused upon our formation and raising
capital.  We have conducted private offerings of our ordinary shares,
the proceeds of which we intend to use for payment of costs associated with
formation, accounting and auditing fees, legal fees, and costs associated with
identifying acquisition targets and completing necessary due
diligence.  In addition, we expect to incur costs related to filing
periodic reports with the Securities and Exchange Commission.  We
believe we will be able to meet these costs for at least the next 12 months by
obtaining loans from our shareholders, management or other
investors.
 
 Narrative
Description of Business Prior to the Completed Share Exchange
 
 Although
we have not identified or entered into any agreements with a potential target
business to date, we intend to focus on targets located primarily in Asia, South
America and Eastern Europe, as we believe that businesses with operating history
and growth potential in these locations could benefit significantly from access
to the United States capital markets and may offer the potential of capital
appreciation stemming from economic growth in such emerging
markets.
 
 The
analysis of business opportunities will be undertaken by or under the
supervision of our officer and directors who will have a large amount of
flexibility in seeking, analyzing and participating in potential business
opportunities. In our efforts to analyze potential acquisition targets, we will
consider the following kinds of factors:
 
 ·
              Potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;
 ·
              Competitive
      position as compared to other firms of similar size and experience within
      the industry segment as well as within the industry as a
      whole;
 ·
              Strength
      and diversity of management, either in place or scheduled for
      recruitment;
 ·
              Capital
      requirements and anticipated availability of required
    funds;
 ·
              The
      extent to which the business opportunity can be
  advanced;
 ·
              The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance and other required items;
      and
 ·
              Other
      relevant factors.
 
 In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.  If necessary, we will retain third party consultants to
aid us in our evaluation of potential targets, provided that we have the
necessary capital available.
 
 We
anticipate that the selection of a business combination will be complex and
extremely risky.  In addition, we believe that as a result of general
economic conditions, shortages of available capital, the attractiveness of
obtaining access to United States capital markets, and the perceived benefits of
becoming a publicly traded company, that there may be numerous firms seeking
business combination partners such as ourselves, thus adding to the
complexity.
  4
  Competition
 
 In identifying, evaluating and
selecting a target business, we may encounter intense competition from other
entities having a business objective similar to ours. There are numerous blank
check companies that have gone public in the United States that have significant
financial resources, that are seeking to carry out a business plan similar to
our business plan. Furthermore, there are a number of additional blank check
companies that are still in the registration process or are about to file
registration statements, both under the Securities and Exchange Act and under
the Securities Act.  Additionally, we may be subject to competition
from other companies looking to expand their operations through the acquisition
of a target business. Many of these entities are well established and have
extensive experience identifying and effecting business combinations directly or
through affiliates. Many of these competitors possess greater technical, human
and other resources than us and our financial resources will be relatively
limited when contrasted with those of many of these competitors.
 
 While we
believe there may be numerous potential target businesses that we could acquire
with our currently available funds, our ability to compete in acquiring certain
sizable target businesses will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the
acquisition of a target business.
 
 Our
management believes, however, that our status as a reporting entity and
potential access to the United States public equity markets may give us a
competitive advantage over privately-held entities having a similar business
objective as ours in acquiring a target business with significant growth
potential on favorable terms. We also believe that because we are incorporated
in the Cayman Islands we may be attractive from a tax perspective to potential
targets operating outside of the United States, as the majority of non-operating
companies that are seeking reverse merger candidates are incorporated in the
United States, which potentially adds an additional layer of
taxation.
 
 Further,
if we succeed in effecting a business combination, there will be, in all
likelihood, intense competition from competitors of the target business. We
cannot assure you that, subsequent to a business combination, we will have the
resources or ability to compete effectively.
 
 Forms
of Acquisition
 
 The
structure of a potential business combination, either through an acquisition or
a merger, will depend upon a number of factors, including, the nature of the
target entity’s ownership structure, its business structure and the relative
negotiating strengths of the parties to the transaction.  It is our
intention to structure a business combination so that the consideration we offer
the owners of the target company consists primarily of ordinary
shares.  Such a structure provides the benefit of conserving our
capital, but has the potential drawback of resulting in our current shareholders
no longer having control of a majority of our voting ordinary shares following
such a transaction.
 
 If a
business combination is structured as an acquisition, we may be able to
structure the transaction so that the vote or approval by our shareholders is
not required.  If a business combination is structured as merger, then
we may be required to call a shareholders' meeting and obtain the approval of
the holders of a majority of the outstanding ordinary shares.  The
necessity to obtain such shareholder approval may result in delay and additional
expense in the consummation of any proposed transaction and may also give rise
to certain appraisal rights to dissenting shareholders.  Accordingly,
we will seek to structure any such transaction so as not to require shareholder
approval.
 
 We
currently anticipate that we will be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective shareholders, which is likely to occur if
we offer our ordinary shares to obtain a target business.  This lack
of diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
  5
  Employees
 
 As of
June 30, 2010, we had no employees apart from our officers.
 
 ENFORCEABILITY
OF CIVIL LIABILITIES
 
 We are
incorporated in the Cayman Islands because our management believes that
incorporation in the Cayman Islands offer a number of benefits, including, but
not limited to, the following:
 
 ·
              political
      and economic stability;
 ·
              an
      effective judicial system;
 ·
              a
      favorable tax system;
 ·
              the
      absence of exchange control or currency restrictions;
  and
 ·
              the
      availability of professional and support
  services.
 
 However,
certain disadvantages accompany incorporation in the Cayman Islands. These
disadvantages include:
 
 ·
              the
      Cayman Islands has a less developed body of securities laws as compared to
      the United States and provides significantly less protection to investors;
      and
 
 ·
              Cayman
      Islands companies may not have standing to sue before the federal courts
      of the United States.
 
 We have
been advised that there is uncertainty as to whether the courts of the Cayman
Islands would:
 
 ·
              recognize
      or enforce judgments of United States courts obtained against us or our
      directors or officers predicated upon the civil liability provisions of
      the securities laws of the United States or any state in the United
      States; or
 
 ·
              entertain
      original actions brought in the Cayman Islands or China against us or our
      directors or officers predicated upon the securities laws of the United
      States or any state in the United
States.
 
 We have
been advised that a final and conclusive judgment in the federal or state courts
of the United States under which a sum of money is payable, other than a sum
payable in respect of taxes, fines, penalties or similar charges, may be subject
to enforcement proceedings as a debt in the courts of the Cayman Islands under
the common law doctrine of obligation.
 
 ITEM
1A.  RISK FACTORS
 
 This
Annual Report on Form 10-K contains "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended.  Forward-looking statements are not statements of historical
facts, but rather reflect our current expectations or beliefs concerning future
events and results. We generally use the words
"believes,"  "expects,"  "intends," "plans,"
"anticipates,"   "likely,"   "will"  and   similar   expressions   to  identify
forward-looking  statements.  Such forward-looking
statements,  including those concerning our
expectations,  involve risks,  uncertainties  and
other factors, some of which
are  beyond  our  control,  which
may  cause our  actual  results, performance or
achievements,  or industry  results,  to be
materially  different from any
future  results,  performance
or  achievements  expressed or implied by such
forward-looking statements. The risks, uncertainties and factors that could
cause our results to differ materially from our expectations and beliefs
include,  but are not limited to, those factors set forth in this
Annual Report on Form 10-K under "Item 1A. - Risk Factors" below, as well as the
following:
 
 o
              changes in laws or regulations
      affecting our operations;
 
 o
              changes in our business
      tactics or strategies;
  6
  o
              acquisitions of new
      operations;
 
 o
              changing market forces or
      contingencies that necessitate, in  our judgment, changes in our
      plans, strategy or tactics;
and
 
 o
              fluctuations in the investment
      markets or interest rates, which might materially affect our operations or
      financial  condition.
 
 We
cannot assure you that the expectations or beliefs reflected in these
forward-looking statements will prove correct.  We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.  You are
cautioned not to unduly rely on such forward-looking statements when evaluating
the information presented in this Annual Report on Form 10-K.
 
 We
are a development stage company with no operating history and, accordingly, you
will not have any basis on which to evaluate our ability to achieve our business
objective.
 
 Because we are a recently formed
development stage company with no operations and/or functions to date, you will
have no basis upon which to evaluate our ability to achieve our business
objective, which is to acquire an operating business.  We have not
conducted any negotiations regarding Acquisitions and we have no current plans,
arrangements or understandings with any prospective Acquisition
candidates.
 
 We
are dependent on the ability of management to locate, attract and effectuate a
suitable acquisition candidate; management intends to devote only a limited
amount of time to seeking a target company.
 
 The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our plan of operation will depend to a
great extent on the operations, financial condition and management of an
identified business opportunity. We cannot assure you that we will be successful
in locating candidates with established operating histories. In the event we
complete a business combination with a privately held company, the success of
our operations may be dependent upon management of the successor firm and
numerous other factors beyond our control.  While seeking a business
combination, management anticipates devoting no more than a few hours per week
to the Company's affairs. Our officers have not entered into written employment
agreements with us and are not expected to do so in the foreseeable future. This
limited commitment may adversely impact our ability to identify and consummate a
successful business combination.
 
 There
is no public market for our ordinary shares.
 
 There is
no public trading market for our ordinary shares and none is expected to develop
unless and until, among other things, we complete an acquisition, file a selling
shareholder registration statement under the Securities Act, and such ordinary
shares are accepted for trading on a trading medium in the United States, the
occurrence of any of which no assurances can be given when, if, or
ever.
 
 Because
of our limited resources and intense competition for private companies suitable
for an acquisition of the type contemplated by management, we may not be able to
consummate an acquisition on suitable terms, if at all.
 
 We expect
to encounter intense competition from other entities having business objectives
similar to ours.  The highly competitive market for the small number
of business opportunities could reduce the likelihood of consummating a
successful business combination.  Many of the entities that we will be
in competition with are well established and have extensive experience in
identifying and effecting business combinations directly or through
affiliates.  A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
  7
  We
have no agreements for a business combination or other transaction.
 
 We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.
 
 Management
intends to devote only a limited amount of time to seeking a target company
which may adversely impact our ability to identify a suitable acquisition
candidate.
 
 While
seeking a business combination, management anticipates devoting no more than a
few hours per week to the Company's affairs in total. Our officer has not
entered into a written employment agreement with us and is not expected to do so
in the foreseeable future. This limited commitment may adversely impact our
ability to identify and consummate a successful business
combination.
 
 The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.
 
 Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
 
 Our
business will have no revenues unless and until we merge with or acquire an
operating business.
 
 We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.  Further, we anticipate that the investigation of
specific business opportunities and the negotiation, drafting and execution of
relevant agreements, disclosure documents and other instruments will require
substantial management time and attention require the expenditure of significant
financial resources. If we decide not to participate in a specific business
opportunity, or if we fail to consummate a business combination, the costs
incurred by us related to a transaction may result in the loss of the related
costs incurred.
 
 We
may require additional funds in order to operate a business that we
acquire.
 
 Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.  If we
obtain a business that requires additional capital that we cannot provide, it
could have a material adverse effect on our business and could result in the
loss of your entire investment.
 
 We
expect to issue additional ordinary shares in a merger or acquisition, which
will result in substantial dilution.
 
 Our
Memorandum of Association authorizes the issuance of a maximum of 39,062,500
ordinary shares. Any merger or acquisition effected by us may result in the
issuance of additional securities without shareholder approval and may result in
substantial dilution in the percentage of our ordinary shares held by our then
existing shareholders.  As discussed in Note 8 of the financial
statements contained herein, the Company has issued 13,653,647 ordinary shares
and 98,885.37 preference shares subsequent to June 30, 2010.
  8
  We
have not conducted any market research or identified business opportunities,
which may affect our ability to identify a business to merge with or
acquire.
 
 We have
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated
by us. Our management has not identified any specific business combination or
other transactions for formal evaluation by us, such that it may be expected
that any such target business or transaction will present such a level of risk
that conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to
acquire a business opportunity on terms favorable to us. Decisions as to which
business opportunity to participate in will be unilaterally made by our
management, which may act without the consent, vote or approval of our
shareholders.
 
 We
cannot assure you that following a business combination with an operating
business, our ordinary shares will be listed on NASDAQ or any other securities
exchange.
 
 Following
a business combination, we may seek the listing of our ordinary shares on NASDAQ
or the American Stock Exchange. However, we cannot assure you that following
such a transaction, we will be able to meet the initial listing standards of
either of those or any other stock exchange, or that we will be able to maintain
a listing of our ordinary shares on either of those or any other stock exchange.
After completing a business combination, until our ordinary shares are listed on
the NASDAQ or another stock exchange, we expect that our ordinary shares would
be eligible to trade on the OTC Bulletin Board, another over-the-counter
quotation system, or on the “pink sheets,” where our shareholders may find it
more difficult to dispose of shares or obtain accurate quotations as to the
market value of our ordinary shares. In addition, we would be subject to an SEC
rule that, if it failed to meet the criteria set forth in such rule, imposes
various practice requirements on broker-dealers who sell securities governed by
the rule to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling
our ordinary shares, which may further affect its liquidity. This would also
make it more difficult for us to raise additional capital following a business
combination.
  Our
shareholders may face different considerations in protecting their interests
because we are incorporated under Cayman Islands law.
 
 Our corporate affairs are governed by
our Memorandum and Articles of Association, by the Companies Law (as revised) of
the Cayman Islands and the common law of the Cayman Islands. The rights of
shareholders to take action against our directors, actions by minority
shareholders and the fiduciary responsibilities of our directors to us under
Cayman Islands law are to a large extent governed by the common law of Cayman
Islands. The common law in the Cayman Islands is derived in part from
comparatively limited judicial precedent in the Cayman Islands and from English
common law, the decisions of whose courts are of persuasive authority but are
not binding on a court in the Cayman Islands. Cayman Islands law relating to the
right of shareholders and the fiduciary duties of our directors may not be as
established and may differ from provision under statutes or judicial precedent
in existence in jurisdictions in the United States. As a result, our public
shareholders may have more difficulty in protecting their interests in actions
against the management, directors or our controlling shareholders than would
shareholders of a corporation incorporated in a jurisdiction in the United
States.
 
 Judgments
against us may be difficult or impossible to enforce in foreign
jurisdictions.
 
 We are a Cayman Islands company and a
substantial majority of our assets are located outside the U.S. In addition, a
majority of our directors and officers reside outside the U.S. As a result, it
may not be possible to effect service of process within the U.S. upon such
persons, including with respect to matters arising under U.S. or foreign
securities or other applicable laws. There is uncertainty as to whether the
courts of the Cayman Islands, Hong Kong or China would recognize or enforce
judgments of United States courts obtained against us or such persons based upon
the civil liability provisions of the securities laws of the United States, or
be competent to hear original actions based upon these laws. In addition, any
judgments obtained in the U.S. against us, including judgments predicated on the
civil liability provisions of the securities laws of the United States or any
state thereof, may be not collectible within the U.S. Moreover, China does not
have treaties providing for the reciprocal recognition and enforcement of
judgments of courts within the U.S., Japan or most western countries. Hong Kong
has no arrangement for the reciprocal enforcement of judgments within the U.S.
As a result, if you intend to enforce a judgment obtained in the U.S. against
our assets located outside the U.S., such judgment may be subject to
re-examination of the merits of the action by a foreign court and face
additional procedures and other difficulties which would not be required for
enforcement of such judgment in the U.S. Enforcing such judgments may be
difficult or impossible.
  9
  If
we effect a business combination with a company located outside of the United
States, we would be subject to a variety of additional risks that may negatively
impact our operations.
 
 We intend to effect a business
combination with a company located outside of the United States. If we do so, we
could be subject to special considerations and/or risks associated with
companies operating in the target business’ home jurisdiction, including any of
the following:
 
 •
              rules
      and regulations or currency conversion or corporate withholding taxes on
      individuals;
 •
              tariffs
      and trade barriers;
 •
              regulations
      related to customs and import/export
matters;
 •
              longer
      payment cycles;
 •
              tax
      issues, such as tax law changes and variations in tax laws as compared to
      the United States;
 •
              currency
      fluctuations;
 •
              challenges
      in collecting accounts receivable;
 •
              cultural
      and language differences; and
 •
              employment
      regulations.
 
 We cannot
assure you that we would be able to adequately address these additional risks.
If we were unable to do so, our operations, and those of the business that we
acquired, could be materially adversely affected.
 
 If
we effect a business combination with a company located outside of the United
States, the laws applicable to such company will likely govern all of our
material agreements and we may not be able to enforce our legal
rights.
 
 If we effect a business combination
with a company located outside of the United States, the laws of the country in
which such company operates will govern almost all of the material agreements
relating to its operations. We cannot assure you that the target business will
be able to enforce any of its material agreements or that remedies will be
available in this new jurisdiction. The system of laws and the enforcement of
existing laws in such jurisdiction may not be as certain in implementation and
interpretation as in the United States. The inability to enforce or obtain a
remedy under any of our future agreements could result in a significant loss of
business, business opportunities or capital. Additionally, if we acquire a
company located outside of the United States, it is likely that substantially
all of our assets would be located outside of the United States and some of our
officers and directors might reside outside of the United States. As a result,
it may not be possible for investors in the United States to enforce their legal
rights, to effect service of process upon our directors or officers or to
enforce judgments of United States courts predicated upon civil liabilities and
criminal penalties of our directors and officers under Federal securities
laws.
 
 Authorization
of Preference Shares.
 
 Our
Memorandum of Association as of June 30, 2010 authorizes the issuance of up to
781,250 preference shares with designations, rights and preferences determined
from time to time by our Board of Directors.  Accordingly, our Board
of Directors is empowered, without shareholder approval, to issue preference
shares with dividend, liquidation, conversion, voting, or other rights which
could adversely affect the voting power or other rights of the holders of our
ordinary shares. In the event of issuance, the preference shares could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of our Company. As discussed in Note 8 to the
financial statements contained herein, we issued 98,885.37 preference shares,
convertible into 9,888,537 ordinary shares, subsequent to June 30,
2010.
  10
  We
may become a passive foreign investment company, which could result in adverse
U.S. federal income tax consequences to U.S. investors.
 
 Based on the nature of our business, we
do not expect to be a passive foreign investment company, or PFIC, for U.S.
federal income tax purposes for our current taxable year. However, whether or
not we are a PFIC for any taxable year will be based in part on the character of
our income and assets and the value of our assets from time to time, which will
be based in part on the trading price of our ordinary shares, once they commence
trading, which may be volatile. Accordingly, it is possible that we may be a
PFIC for any taxable year. If we were treated as a PFIC for any taxable year
during which a U.S. investor held an ordinary share, certain adverse U.S.
federal income tax consequences could apply to the U.S. investor. See
“Taxation—United States Federal Income Taxation—Passive Foreign Investment
Company Rules.”
 
 If
we effect a business combination with a United States corporation we could face
adverse tax effects under the United States tax laws.
 
 Although we currently intend to focus
on Asia, South America and Eastern Europe for potential business combination
targets, if we were to effect a business combination with a U.S. corporation,
such a combination could subject us to potentially adverse tax effects as a
result of changes made to the U.S. Internal Revenue Code of 1986, as amended, by
the American Jobs Creation Act of 2004 relating to the treatment of domestic
business entities which expatriate from the United States to a foreign
jurisdiction. These new provisions generally apply to the direct or indirect
acquisition of substantially all of the properties of a domestic enterprise by a
foreign corporation if there is at least 60% or 80% of continuing share
ownership in the successor foreign entity by the former stockholders of the U.S.
corporation and substantial business activities are not conducted in the
jurisdiction in which such successor is created or organized.  In the
event we effected a business combination with a U.S. corporation, and were
subsequently subject to these new rules, it could cause us to lose certain tax
benefits, which could make the transaction more expensive to us, which could
have an adverse effect on our operations.  See “Taxation – Certain
Material United States Federal Income Tax Considerations – Tax Effects if We
Acquire a U.S. Corporation”
 
 If
we are deemed to be a controlled foreign corporation, or CFC, we may be subject
to certain U.S. income tax risks associated with the CFC rules under the U.S.
Internal Revenue Code of 1986, as amended.
 
 We will
be considered a CFC for any year in which our United States shareholders that
each own (directly, indirectly or by attribution) at least 10% of our voting
shares (each a “10% U.S. Holder”) together own more than 50% of the total
combined voting power of all classes of our voting shares or more than 50% of
the total value of our shares.  If we were classified as a CFC, such
classification would have many complex results, one of which is that if you are
a 10% U.S. Holder on the last day of our taxable year, you will be required to
recognize as ordinary income your pro rata share of certain of our income
(including both ordinary earnings and capital gains) for the taxable year,
whether or not you receive any distributions on your ordinary shares during that
taxable year.
 
 If we are
deemed to be a CFC in the future, these rules would then apply to holders of our
ordinary shares. Accordingly, U.S. persons should consider the possible
application of the CFC rules before making an investment in our ordinary shares.
See “Certain Tax Considerations—Certain Material United States Federal Income
Tax Considerations-Controlled Foreign Corporation Status and Related
Consequences.”
 
 ITEM
1B.  UNRESOLVED STAFF COMMENTS
 
 None.
 
 ITEM
2. PROPERTIES
 
 We do not
own or rent any property.  We utilize the office space and equipment
of our officer and directors at no cost.
  11
  ITEM
3.  LEGAL PROCEEDINGS
 
 We are
not party to any legal proceedings.
 
 ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 No
matters were submitted to a vote of security holders during the fourth quarter
of the fiscal year covered by this Annual Report on Form 10-K.
 
 PART
II
 
 ITEM 5.
              MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
 
 (a)           Market
information
 
 Our
ordinary shares have not been listed for trading on the OTC Bulletin Board or on
any stock exchange and we do not anticipate applying for listing on any exchange
until after such time that we have completed a business
acquisition.
 
 (b)           Holders
 
 As of
June 30, 2010 there were approximately 460 record holders of 998,275 Ordinary
Shares.
 
 (c)           Dividends
 
 We have
not paid any cash dividends to date and we do not anticipate or contemplate
paying dividends in the foreseeable future. It is the present intention of
management to utilize available funds for development of our
business.
 
 (d)           Securities
authorized for issuance under equity compensation plans
 
 As of June 30, 2010, we had no
securities authorized under equity compensation plans and we do not intend to
have an equity compensation plan prior to the completion of a business
combination.
  ITEM 6.
SELECTED FINANCIAL DATA
 
 The
selected financial data presented below has been derived from our audited
financial statements appearing elsewhere herein.
 
 Year Ended
                    
                    
                    Year EndedJune 30, 2010
                    
                    
                    June 30, 2009Revenues
                    
                    $
                    -
                    
                    
                    $
                    -Expenses
                    
                    
                    3,207
                    
                    
                    
                    2,919Net
      Loss
                    
                    
                    3,207
                    
                    
                    
                    2,919Basic
      and diluted loss per share
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )Total
      Assets
                    
                    $
                    1,426
                    
                    
                    $
                    1,426
  12
  ITEM 7.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
 
 Disclosure
Regarding Forward Looking Statements
 
 Statements,
other than historical facts, contained in this Annual Report on Form 10-K,
including statements of potential acquisitions and our strategies, plans and
objectives, are "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"), and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").  Although we believe that our forward looking statements are
based on reasonable assumptions, we caution that such statements are subject to
a wide range of risks, trends and uncertainties that could cause actual results
to differ materially from those projected.  Among those risks, trends
and uncertainties are important factors that could cause actual results to
differ materially from the forward looking statements, including, but not
limited to; the effect of existing and future laws, governmental regulations and
the political and economic climate of the United States; the effect of
derivative activities; and conditions in the capital markets.  We
undertake no duty to update or revise these forward-looking
statements.
 
 When
used in this Form 10-K, the words, "expect," "anticipate," "intend," "plan,"
"believe," "seek," "estimate" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
these identifying words. Because these forward-looking statements involve risks
and uncertainties, actual results could differ materially from those expressed
or implied by these forward-looking statements for a number of important
reasons.
 
 General
 
 Action
Acquisition Corporation (“we,” “us,” or the “Company”) is a development stage
company formed solely for the purpose of identifying and entering into a
business combination with a privately held business or company, domiciled and
operating in an emerging market that is seeking the advantages of being a
publicly held corporation whose stock is eventually traded on a major United
States stock exchange.  We intend to focus on targets located
primarily in Asia, South America and Eastern Europe, as we believe that
businesses with operating history and growth potential in these locations would
benefit significantly from access to the United States capital markets and may
offer the potential of capital appreciation stemming from the economic growth in
such emerging markets.
 
 Plan
of Operation
 
 We have
not engaged in any business activities that generate revenue.  Our
activities to date have been primarily focused upon our formation and raising
capital.  We have conducted private offerings of our ordinary shares,
the proceeds of which we intend to use for payment of costs associated with
formation, accounting and auditing fees, legal fees, and costs associated with
identifying acquisition targets and completing necessary due
diligence.  In addition, we expect to incur costs related to filing
periodic reports with the Securities and Exchange Commission.  We
believe we will be able to meet these costs for at least the next 12 months by
obtaining loans from our shareholders, management or other
investors.
 
 We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public
offering.
  13
  Results
of Operations
 
 Year ended June 30, 2010
compared to period year ended June 30, 2009
 
 Operating
Expenses
 
 Because we currently do not have any
business operations, we have not had any revenues during the period of inception
through June 30, 2010. Total expenses for the year ended June 30, 2010 increased
to $3,207 from $2,919 for the year ended June 30, 2009.  This increase
was primarily caused by the increase in government fees in fiscal year
2010.
 
 Liquidity
and Capital Resources
 
 As of
June 30, 2010, we had $1,426  in cash available, and had current
liabilities of $1,132 in accounts payable and $12,044 to a related party. The
Company anticipated that additional funding needs beyond the Company’s cash
balance will be provided by the majority shareholder for at least the next 12
months as necessary.  As discussed in Note 8 to the financial
statements contained herein, the Company acquired an operating company based in
China.  There was a change in control.  The Company
anticipates obtaining adequate liquidity from operations of the acquired Chinese
company to sustain operations.
 
 ITEM
7A. QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
 
 None.
 
 ITEM
8. FINANCIAL STATEMENTS
 
 The financial statements of the
Company, including the notes thereto and report of the independent auditors
thereon, are included in this report as set forth in the “Index to Financial
Statements.” See F-1 for Index to Financial Statements.
 
 ITEM 9.
                CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
 
 None.
 
 ITEM 9A(T).
CONTROLS AND PROCEDURES
 
 Evaluation of Disclosure
Controls and Procedures.
  We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules, regulations and related forms, and that such information is
accumulated and communicated to our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosure.
 
 As of
June 30, 2010, we carried out an evaluation, under the supervision and with the
participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.
 
 Management's Report on
Internal Control Over Financial Reporting.
 
 Our
management is also responsible for establishing and maintaining adequate
internal control over financial reporting.  The Company's internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles.
  14
  Our
internal control over financial reporting includes those policies and procedures
that:
 
 ·
              Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;
 ·
              Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and
 ·
              that
      our receipts and expenditures are being made only in accordance with
      authorizations of the Company's management and directors;
    and
 ·
              Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.
 
 As of
June 30, 2010, our management conducted an assessment of the effectiveness of
the Company's internal control over financial reporting.  In making
this assessment, management followed an approach based on the framework in
“Internal Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”).  Based on this
assessment, management has determined that the Company's internal control over
financial reporting was effective as of June 30, 2010.
 
 This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's report
in this annual report.
 
 Changes in Internal
Controls.
 
 There
have been no changes in our internal controls over financial reporting during
our most recent fiscal quarter that has materially affected or is reasonably
likely to materially affect our internal controls.  However, the
Company acquired an operating company based in China.  The Company has
not evaluated the internal control environment of that Company.
 
 ITEM
9B. OTHER INFORMATION
 None.
 
 PART
III
 
 ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 As of
June 30, 2010, our officers and directors and additional information concerning
them are as follows:
 
 Name
                Age
                PositionDavid
      Richardson
                52
                DirectorJoseph
      Rozelle
                37
                President,
      Chief Financial Officer,
Director
 
 David Richardson. David
Richardson has been one of our directors since September 2006.  Mr.
Richardson is an Executive Director of Lighthouse Capital Insurance Company
(Fortis’ insurance affiliate
in the Cayman Islands), and the President and CEO of Mid-Ocean Consulting
Group Ltd., which guides both institutions and individuals on sophisticated
international structuring and tax related strategies.  From 2003
through 2005, Mr. Richardson served as the President of Oceanic Bank and Trust
Limited’s Insurance Specialty Unit.  Prior thereto, in 1996, he became
the Head of Private Banking for MeesPierson, a Dutch merchant/private bank in
the Cayman Islands.  Following that, he became the Managing Director
for MeesPierson (Bahamas) Ltd. and Chairman of Lighthouse Capital Insurance
Company.  David Richardson began his professional career in the
investment business over 20 years ago, working for one of Canada’s preeminent
investment houses; Walwyn, Stodgell, Cochrane and Murray (now Merrill Lynch
Canada).  In 1987, he joined the Bank of Bermuda in Bermuda as
Portfolio Manager, where he personally oversaw the management of in excess of
$350 million for the Bank’s top tier clientele. From there he moved to the Bank
of Bermuda’s wholly owned trust subsidiary, Bermuda Trust Company serving as
Assistant Manager and Director of Americas’ marketing activities.  Mr.
Richardson is a graduate of the University of Toronto (Hon.BSc) with a post
graduate degree from Northwestern University (NTS Graduate), as well as
possessing a number of professional affiliations including a Member of STEP, the
ITPA and the Bahamas International Insurance Association.  On August
31, 2010, Mr. Richardson resigned from the board of directors of the
Company.
  15
  Joseph
Rozelle.   Joseph Rozelle has been one of our
directors.  In addition, Mr. Rozelle has served as our President and
Chief Financial Officer since September 2006.  Mr. Rozelle is
currently the President of Nautilus Global Partners, a Limited Liability Company
dedicated to facilitation of “going public” transactions for foreign and
domestic operating companies on the public United States
Exchanges.  Prior to joining Nautilus in 2006, Mr. Rozelle was a
consultant with Accretive Solutions, providing Sarbanes-Oxley Compliance
consulting and other accounting related consulting services.  Prior
thereto, Mr. Rozelle worked with Momentum Equity Group, LLC and Momentum Bio
Ventures as a Principal Analyst in the spring of 2002 and winter of 2003,
respectively. At Momentum, Mr. Rozelle was responsible for financial modeling,
due diligence, and preparation of investment summaries for client companies.
Prior to joining Momentum, Mr. Rozelle was an associate with Barclays Capital in
the Capital Markets Group, specializing in asset securitization. Prior thereto,
he was the Assistant Vice President of Planning and Financial Analysis for a
regional commercial bank and was responsible for all of the corporate financial
modeling, risk analysis, mergers and acquisition evaluation, and corporate
budgeting. Before his tenure in commercial banking, Mr. Rozelle served as a
senior auditor with Arthur Andersen, where he was involved in a variety of
filings with the SEC involving corporate mergers, spin-offs, public debt
offerings, and annual reports.  Mr. Rozelle holds a Bachelors of
Business Administration degree from the University of Houston and a Masters of
Business Administration degree from the Jesse H. Jones School of Management at
Rice University. Mr. Rozelle is also the sole director and sole executive
officer of VPGI, Inc., a public corporation.  On August 31, 2010, Mr.
Rozelle resigned as President and Chief Financial Officer and submitted his
resignation as a director, which becam effective on October 22,
2010.
 
 Each of
our directors is elected by holders of a majority of the ordinary shares to
serve for a term of one year and until his successor is elected and qualified,
which is generally at the annual meeting of shareholders. Officers serve at the
will of the board, subject to possible future employment agreements which would
establish term, salary, benefits and other conditions of employment. No
employment agreements are currently contemplated.
 
 Significant
Employees
 
 None
 
 Family
Relationships
 
 None
 
 Involvement
in Certain Legal Proceedings.
 
 There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of our Company during the past five years.
 
 Board
Committees
 
 Our Board
of Directors has no separate committees and our Board of Directors acts as the
Audit Committee and the Compensation Committee.  We do not have a
qualified financial expert serving on our Board of Directors.
 
 Involvement
of Officers and Directors in Blank Check Companies
 
 Mr.
Rozelle is an officer and Messrs. Richardson and Rozelle are currently serving
on the boards of directors for the following entities, each incorporated under
the laws of the Cayman Islands:
  16




·
            IPKV
      Holdings, Inc.


·
            China
      Growth Corporation


·
            Lunar
      Growth Corporation


·
            Pan
      Asian Corporation


·
            Juniper
      Growth Corporation


·
            Seven
      Seas Acquisition Corporation


·
            Global
      Growth Corporation


·
            Bering
      Growth Corporation





Each of the foregoing entities was
formed for the purpose of engaging in an acquisition or business combination of
an operating business.





Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act requires our directors, executive officers
and persons who own more than 10% of our common stock to file reports of
ownership and changes in ownership of our common stock with the Securities and
Exchange Commission. Directors, executive officers and persons who own more than
10% of our common stock are required by Securities and Exchange Commission
regulations to furnish to us copies of all Section 16(a) forms they
file.





Based
solely upon a review of the Forms 3, 4 and 5 (and amendments thereto) furnished
to us for the fiscal year ended June 30, 2010, we have determined that Messrs.
Rozelle and Richardson, our former officers and directors, were delinquent in
filings Section 16 reports required to be filed by them during the year and have
never filed any Section 16 reports with the SEC. The Company believes that its
current officers, directors and 10% shareholders will seek to comply timely with
all reporting requirements under Section 16(a) of the Exchange
Act..


17





Code
of Ethics





We have not adopted a code of ethics
that applies to our principal executive officer, principal financial officer,
principal accounting officer, or persons performing similar functions, because
of the small number of persons involved in the management of the
Company.





ITEM 11.
EXECUTIVE COMPENSATION





None of
our officers or directors has received any cash remuneration since inception. No
remuneration of any nature has been paid for or on account of services rendered
by a director in such capacity. None of the officers and directors intends to
devote more than a few hours a week to our affairs.





It is
possible that, after we successfully consummate a business combination with an
unaffiliated entity, that entity may desire to employ or retain one or a number
of members of our management for the purposes of providing services to the
surviving entity.





We have
not adopted retirement, pension, profit sharing, stock option or insurance
programs or other similar programs for the benefit of our
employees.





There are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.





Compensation
Discussion and Analysis





Since we do not currently have an
operating business, our officers do not receive any compensation for their
service to us; and, since we have no other employees, we do not have any
compensation policies, procedures, objectives or programs in place. We will
adopt appropriate compensation policies, procedures, objectives or programs as
necessary after an acquisition is consummated. However, it is anticipated that,
after the consummation of an acquisition, the compensation for our senior
executives will be comprised of four elements: a base salary, an annual
performance bonus, equity and benefits.





We further anticipate that after the
consummation of an acquisition, our Board of Directors will form a compensation
committee having as part of its responsibilities, the development of salary
ranges, potential bonus payouts, equity awards and benefit plans.





Compensation
Committee Interlocks and Insider Participation





Our Board of Directors does not have a
compensation committee and the entire Board of Directors performs the functions
of a compensation committee.





No member of our Board of Directors has
a relationship that would constitute an interlocking relationship with our
executive officers or directors or another entity.





Compensation
Committee Report





Our Board of Directors does not have a
compensation committee and the entire board of directors performs the functions
of a compensation committee.





Our Board of Directors has reviewed and
discussed the discussion and analysis of our compensation which appears above
with management, and, based on such review and discussion, the board of
directors determined that the above disclosure be included in this Annual Report
on Form 10-K.


18





The
members of our Board of Directors are:





David Richardson


Joseph Rozelle





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





Security ownership of certain
beneficial owners.





The
following table sets forth, as of June 30, 2010, the number of Ordinary Shares
owned of record and beneficially by our executive officers, directors and
persons who hold 5% or more of our outstanding Ordinary Shares.





Name
      and Address
                    
                    Amount
      and Nature of
                      Beneficial
      Ownership
                    
                    
                    Percentage
      of ClassDavid
      Richardson*
                    
                    
                    78,125
                    
                    
                    
                    7.8
                    %Joseph
      Rozelle*
                    
                    
                    0Nautilus
      Global Partners, LLC
                      700
      Gemini, Suite 100
                      Houston,
      TX 77058
                    
                    
                    781,250
                    
                    
                    
                    78.3
                    %Mid-Ocean
      Consulting Limited
                      Bayside
      House
                      Bayside
      Executive Park
                      West
      Bay Street & Blake Road
                      Nassau,
      Bahamas
                    
                    
                    78,125
                    
                    
                    
                    7.8
                    %All
      Officers and Directors as a group (2 individuals)
                    
                    
                    78,125
                    
                    
                    
                    7.8
                    %





* The
address of Messrs. Richardson and Rozelle is c/o Nautilus Global Business
Partners, 700 Gemini, Suite 100, Houston, Texas 77058.





(1)
Includes 78,125 shares held by Mid-Ocean Consulting Limited.  Mr.
Richardson is the owner and the President and CEO of Mid-Ocean Consulting
Limited and has voting and investment control over such shares.





(2)  Does
not include 781,250 shares held by Nautilus Global Partners.  Mr.
Rozelle is the President of Nautilus Global Partners but does not have voting or
investment control over such shares.





(3)  Christopher
Efird owns 60% of the ownership interests of Nautilus and Benchmark Equity Group
owns 10% of the ownership interests of Nautilus.  Mr. Frank DeLape is
the 100% owner of Benchmark. In addition, Mr. DeLape controls entities that
collectively own 10% of the ownership interests of Nautilus. Mr. Stephen Taylor
owns 20% of the ownership interests of Nautilus. Based upon their ownership
interests in Nautilus, each of Efird, Benchmark, DeLape and Taylor may be deemed
to be the indirect beneficial owners of the ordinary shares. Each of Efird,
Benchmark, DeLape and Taylor disclaims beneficial ownership of such ordinary
shares held by Nautilus, except to the extent of their respective pecuniary
interests therein.


19





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





On September 27, 2006, we issued an
aggregate of 859,375 of our ordinary shares to the individuals and entities set
forth below for $110 in cash, at a purchase price of $0.000128 per share, as
follows:





Name
                  
                  Number
      of Shares
                  
                  Relationship
      to UsNautilus
      Global Partners, LLC
                    700
      Gemini, Suite 100
                    Houston,
      TX 77058
                  
                  
                  781,250
                  
                  Joseph
      Rozelle, our President and Chief Financial Officer is the President of
      Nautilus Global Partners, LLC.Mid-Ocean
      Consulting Limited
                    Bayside
      House
                    Bayside
      Executive Park
                    West
      Bay Street & Blake Road
                    Nassau,
      Bahamas
                  
                  
                  78,125
                  
                  David
      Richardson, one of our directors is the owner, president and CEO of
      Mid-Ocean
Consulting.





Our Board
of Directors does not have any policies or procedures that it follows in
connection to transactions it undertakes with related parties. The determination
of any policies or procedures will be made after we consummate a business
combination.





Director
Independence





Our Board
of Directors does not believe that any of the directors qualify as independent
under the rules of any of the national securities exchanges.





ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES





The
following table presents aggregate fees for professional audit services rendered
by PMB Helin Donovan, LLP (“PMB”), for the audits of the Company’s annual
financial statements for the fiscal year ended June 30, 2010 and 2009, and fees
billed for other services rendered by PMB.





2010
                
                
                2009Audit
      Fee (1)
                
                $
                1,030
                
                
                $
                1,626Audit-Related
      Fees
                
                $
                -
                
                
                $
                -Tax
      Fees
                
                $
                -
                
                
                $
                -All
      Other Fees
                
                $
                -
                
                
                $
                -







(1)
              Audit
      fees represent the aggregate fees billed for professional services
      rendered by PMB for the audit of our annual financial statements, review
      of financial statements included in our quarterly reports, review of
      registration statements or services that are normally provided in
      connection with statutory and regulatory filings or engagements for those
      fiscal years.





Pre-Approval
of Services





We do not
have an audit committee. As a result, our board of directors performs the duties
of an audit committee. Our board of directors evaluates and approves in advance
the scope and cost of the engagement of an auditor before the auditor renders
the audit and non-audit services. We do not rely on pre-approval policies and
procedures.


20





ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





(a)
Financial Statements:





The list of financial statements filed
as part of this annual report is provided on page F-1.





(b)  Exhibits:




ExhibitNumber
              
              Description3.1
              
              Memorandum
      and Articles of Association (1)31.1
              
              Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
              
              Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.





(1)           Previously
Filed


21


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, thereunto duly authorized.





Date:
      November 22, 2010
              ACTION
      ACQUISITION CORPORATIONBy:
              /s/ Junning
      MaName:
      Junning MaTitle:   President,
      Chief Executive Officer and
Director





Pursuant
to the requirements of the Securities 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:
      November 22, 2010
              By:   /s/ Junning
      MaName:
      Junning MaTitle:   President,
      Chief Executive Officer and Director
                (Principal
      Executive Officer)





Date:
      November 22, 2010
              By:   /s/Guangning
      XuName:
      Guangning XuTitle:   Vice
      Chief Financial Officer
                (Principal
      Financial Officer and Principal Accounting
  Officer)





Date:
      November 22, 2010
                By:   /s/ Morgan
      SimpsonName:
      Morgan SimpsonTitle:   Director


22





Action
Acquisition Corporation


(A
Development Stage Company)





Index to
Financial Statements





PAGEReport
      of Independent Registered Public Accounting Firm
            F-2Balance
      Sheets as of June 30, 2010 and 2009
            F-3Statements
      of Operations for the years ended June 30, 2010 and 2009 and the
      cumulative period from inception through June 30, 2010
            F-4Statements
      of Shareholders’ Deficit for the years ended June 30, 2010 and 2009 and
      the cumulative period from inception through June 30, 2010
            F-5Statements
      of Cash Flows for the years ended June 30, 2010 and 2009 and the
      cumulative period from inception through June 30, 2010
            F-6Notes
      to Financial Statements
            F-7





Report
of Independent Registered Public Accounting Firm





The Board
of Directors and Shareholders


Action
Acquisition Corporation:




We have
audited the accompanying balance sheets of Action Acquisition Corporation (the
“Company”) (a development stage company) as of June 30, 2010 and 2009, and the
related statements of operations, shareholders’ deficit, and cash flows for the
years ended June 30, 2010 and 2009, and the cumulative period from inception
(September 27, 2006) through June 30, 2010. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 also 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 Action Acquisition Corporation as
of June 30, 2010 and 2009, and the results of its operations and its cash flows
for the years ended June 30, 2010 and 2009, and the cumulative period from
inception (September 27, 2006) through June 30, 2010, in conformity with
generally accepted accounting principles in the United States of America (“US
GAAP”).





As
further discussed in Note 8 to the financial statements, effective August 31,
2010, the Company issued 3,523,922 ordinary shares to Maxim Group, LLC and on
September 10, 2010, the Company entered into a share exchange agreement with
Grand Power Capital, Inc. (“GPC”).  The share exchange was accounted
for as a reverse merger.  GPC was considered the accounting acquirer
for US GAAP purposes.





The
accumulated deficit during the development stage for the period from date of
inception (September 27, 2006) through June 30, 2010 is $18,475.





PMB
Helin Donovan, LLP


/s/
PMB Helin Donovan, LLP





November
22, 2010


Houston,
TX


F-1


Action
Acquisition Corporation


(A
Development Stage Company)


Balance
Sheets





June
      30,
                  
                  
                  June
      30,2010
                  
                  
                  2009ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                  
                  $
                  1,426
                  
                  
                  $
                  1,426Total
      assets
                  
                  $
                  1,426
                  
                  
                  $
                  1,426LIABILITIES
      AND SHAREHOLDERS’ DEFICITCURRENT
      LIABILITIESPayable
      to affiliate
                  
                  $
                  12,044
                  
                  
                  $
                  8,815Accounts
      payable
                  
                  
                  1,132
                  
                  
                  
                  1,154Total
      current liabilities
                  
                  
                  13,176
                  
                  
                  
                  9,969SHAREHOLDERS’
      DEFICITPreference
      shares, $0.000128 par value, 781,250 shares authorized, none issued and
      outstanding
                  
                  
                  —
                  
                  
                  
                  —Ordinary
      shares, $.000128 par value; 39,062,500 shares authorized; 998,275 shares
      issued and outstanding as of June 30, 2010 and June 30,
    2009
                  
                  
                  128
                  
                  
                  
                  128Additional
      paid in capital
                  
                  
                  6,597
                  
                  
                  
                  6,597Deficit
      accumulated during development stage
                  
                  
                  (18,475
                  )
                  
                  
                  (15,268
                  )Total
      shareholders’ deficit
                  
                  
                  (11,750
                  )
                  
                  
                  (8,543
                  )Total
      liabilities and shareholders’ deficit
                  
                  $
                  1,426
                  
                  
                  $
                  1,426





The
accompanying notes are an integral part of these financial
statements.


F-2





Action
Acquisition Corporation


(A
Development Stage Company)


Statements
of Operations





Year Ended
                  June 30, 2010
                
                
                Year Ended
                  June 30, 2009
                
                
                Cumulative During
                  Development Stage
                  (September 27, 2006to
                  June 30, 2010)Revenues
                
                $
                —
                
                
                $
                —
                
                
                $
                —ExpensesFormation,
      general and administrative expenses
                
                
                3,207
                
                
                
                2,919
                
                
                
                18,475Total
      operating expenses
                
                
                3,207
                
                
                
                2,919
                
                
                
                18,475Operating
      loss
                
                
                (3,207
                )
                
                
                (2,919
                )
                
                
                (18,475
                )Income
      tax expense (benefit)
                
                
                —
                
                
                
                —
                
                
                
                —Net
      loss
                
                $
                (3,207
                )
                
                $
                (2,919
                )
                
                $
                (18,475
                )Basic
      and diluted loss per share
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.02
                )Weighted
      average ordinary shares outstanding – basic and diluted
                
                
                998,275
                
                
                
                932,440
                
                
                $
                915,724





The
accompanying notes are an integral part of these financial
statements.


F-3





Action
Acquisition Corporation


(A
Development Stage Company)


Statements
of Shareholders’ Deficit


For
the period from September 27, 2006 (Date of Inception) to June 30,
2010





Preference
                                          Shares
                                        
                                        
                                        Ordinary Shares
                                        
                                        
                                        Additional
                                          Paid-In
                                        
                                        
                                        Deficit
                                          Accumulated
                                          During
                                          DevelopmentShares
                                        
                                        
                                        Amount
                                        
                                        
                                        Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        Capital
                                        
                                        
                                        Stage
                                        
                                        
                                        TotalsFounder
      shares issued at inception at September 27, 2006
                                        
                                        
                                        —
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        
                                        859,375
                                        
                                        
                                        $
                                        110
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        110Net
      loss
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (8,376
                                        )
                                        
                                        
                                        (8,376
                                        )Balance
      as of June 30, 2007
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        859,375
                                        
                                        
                                        
                                        110
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (8,376
                                        )
                                        
                                        
                                        (8,266
                                        )Net
      loss
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (3,973
                                        )
                                        
                                        
                                        (3,973
                                        )Balance
      as of June 30, 2008
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        859,375
                                        
                                        
                                        
                                        110
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (12,349
                                        )
                                        
                                        
                                        (12,239
                                        )Sale
      of Ordinary shares
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        138,900
                                        
                                        
                                        
                                        18
                                        
                                        
                                        
                                        6,597
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        6,615Net
      loss
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (2,919
                                        )
                                        
                                        
                                        (2,919
                                        )Balance
      as of June 30, 2009
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        998,275
                                        
                                        
                                        
                                        128
                                        
                                        
                                        
                                        6,597
                                        
                                        
                                        
                                        (15,268
                                        )
                                        
                                        
                                        (8,543
                                        )Net
      loss
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —
                                        
                                        
                                        
                                        (3,207
                                        )
                                        
                                        
                                        (3,207
                                        )Balance
      as of June 30, 2010
                                        
                                        
                                        —
                                        
                                        
                                        $
                                        —
                                        
                                        
                                        
                                        998,275
                                        
                                        
                                        $
                                        128
                                        
                                        
                                        $
                                        6,597
                                        
                                        
                                        $
                                        (18,475
                                        )
                                        
                                        $
                                        (11,750
                                        )





The
accompanying notes are an integral part of these financial
statements.


F-4


Action
Acquisition Corporation


(A
Development Stage Company)


Statements
of Cash Flows





Year Ended
                  June 30, 2010
                
                
                Year Ended
                  June 30, 2009
                
                
                Cumulative During
                  Development Stage
                  (September 27,
                  2006 to June 30,
                  2010)Cash
      flows from operating activitiesNet
      loss
                
                $
                (3,207
                )
                
                $
                (2,919
                )
                
                $
                (18,475
                )Adjustments
      to reconcile net loss to cash used in operating
activities:Shares
      issued to Founder for payment of formation costs
                
                
                —
                
                
                
                —
                
                
                
                110Changes
      in operating assets and liabilitiesPayable
      to affiliate
                
                
                3,229
                
                
                
                (2,671
                )
                
                
                12,044Accounts
      payable
                
                
                (22
                )
                
                
                401
                
                
                
                1,132Net
      cash used in operating activities
                
                
                —
                
                
                
                (5,189
                )
                
                
                (5,189
                )Cash
      flows from investing activitiesNet
      cash provided by investing activities
                
                
                —
                
                
                
                —
                
                
                
                —Cash
      flows from financing activitiesProceeds
      from issuance of ordinary shares
                
                
                —
                
                
                
                6,615
                
                
                
                6,615Net
      cash provided by financing activities
                
                
                —
                
                
                
                6,615
                
                
                
                6,615Net
      increase in cash
                
                
                —
                
                
                
                1,426
                
                
                
                1,426Cash
      at beginning of the period
                
                
                1,426
                
                
                
                —
                
                
                
                —Cash
      at end of the period
                
                $
                1,426
                
                
                $
                1,426
                
                
                $
                1,426Supplemental
      disclosures of cash flow information:Interest
      paid
                
                $
                —
                
                
                $
                —
                
                
                $
                —Income
      taxes paid
                
                $
                —
                
                
                $
                —
                
                
                $
                —





The
accompanying notes are an integral part of these financial
statements.


F-5


Action
Acquisition Corporation


(A
Development Stage Company)





NOTES
TO FINANCIAL STATEMENTS


June
30, 2010





NOTE
1 - Organization, Business and Operations





Description of business and
history - Action Acquisition Corporation (the "Company") was formed in
the Cayman Islands on September 30, 2006 with the objective to acquire, or merge
with, an operating business.  The discussion and financials in this
Annual Report on Form 10-K relate to the historic period ending June 30, 2010.
On September 10, 2010 the Company completed a share exchange agreement that
changed our operations as described on Form 8-K filed with the Securities
and Exchange Commission on September 16, 2010 and discussed in Note 8
below.





On
September 27, 2006, Action Acquisition Corporation (the "Company") was formed in
the Cayman Islands with the objective to acquire, or merge with, an operating
business. The Company’s formation and administrative costs of $2,592 were
financed through the issuance of 859,375 shares of ordinary shares at par value
of $0.000128 per share for consideration of $110 together with a payable to the
Founders of $2,482.





At June
30, 2010, the Company had not yet commenced operations. All activity from
September 27, 2006 (“Date of Inception”) through June 30, 2010 relates to the
Company’s formation. The Company selected June 30 as its fiscal
year-end.





The
Company, based on its proposed business activities, is a "blank check" company.
The Securities and Exchange Commission defines such a company as “a development
stage company” as it either has no specific business plan or purpose, or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person; and has issued
‘penny stock,’ as defined in Rule 3a51-1 under the Securities Exchange Act of
1934. Many states have enacted statutes, rules and regulations limiting the sale
of securities of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in its securities, either debt or equity, until the Company concludes a business
combination with an operating entity.





The
Company was organized to acquire a target company or business seeking the
perceived advantages of being a publicly-held company and, to a lesser extent,
that desires to employ the Company’s funds in its business. The Company’s
principal business objective for the next 12 months and beyond will be to
achieve long-term growth potential through a business combination rather than
short-term earnings. As further discussed in Note 8, the Company acquired an
operating company located in China subsequent to June 30, 2010.





NOTE
2 - Summary of Significant Accounting Policies





Basis
of Presentation





These
financial statements are presented on the accrual basis of accounting in
accordance with generally accepted accounting principles in the United State of
America, whereby revenues are recognized in the period earned and expenses when
incurred. The Company also follows the accounting guidelines for accounting for
and reporting in Development Stage Enterprise in preparing its financial
statements.





Statement
of Cash Flows





For
purposes of the statement of cash flows, we consider all highly liquid
investments (i.e., investments which, when purchased, have original maturities
of three months or less) to be cash equivalents.


F-6





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 and reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.





Loss
Per Ordinary Share





Basic
loss per ordinary share is based on the weighted effect of ordinary shares
issued and outstanding, and is calculated by dividing net loss by the weighted
average shares outstanding during the period.  Diluted loss per
ordinary share is calculated by dividing net loss by the weighted average number
of ordinary shares used in the basic loss per share calculation plus the number
of ordinary shares that would be issued assuming exercise or conversion of all
potentially dilutive ordinary shares outstanding.  The Company does
not present diluted earnings per share for years in which it incurred net losses
as the effect is antidilutive.





At June
30, 2010 and 2009, there were no potentially dilutive ordinary shares
outstanding.





On March
1, 2008, the Company consolidated the authorized ordinary share capital of the
Company from 50,000,000 ordinary shares of $0.0001 par value each to 39,062,500
ordinary shares of $0.000128 par value each. This resulted in every shareholder
as of March 1, 2008 receiving 0.78125 ordinary shares for every ordinary share
previously held.  This was treated as a stock split for U.S. GAAP
purposes, and all share and per share data is presented as if the consolidation
took place as of the date of inception, September 27, 2006.  On March
1, 2008, the Company also consolidated the authorized preference share capital
of the Company from 1,000,000 preference shares of $0.0001 par value each to
781,250 preference shares of $0.000128par value.





Income
Taxes





Action
Acquisition Corporation was registered as an Exempted Company in the Cayman
Islands, and therefore, is not subject to Cayman Island income taxes for 20
years from the Date of Inception.  While the Company has no intention
of conducting any business activities in the United States, the Company would be
subject to United States income taxes based on such activities that would occur
in the United States.





The
Company accounts for income taxes using the liability method whereby deferred
tax asset and liability account balances are determined based on differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.  In assessing the realization of
deferred tax assets, management considers whether it is likely that some portion
or all of the deferred tax assets will be realized.  The ultimate
realization of deferred tax assets is dependent upon the Company attaining
future taxable income during periods in which those temporary differences become
deductible.





Fair
Value of Financial Instruments





Our
financial instruments consist of accounts payable and payables to an affiliate.
We believe the fair value of our payables reflects their carrying
amounts.





In 2007,
the FASB issued new guidance relating to the measurement and disclosure of
financial assets and liabilities.  This guidance established a
framework for measuring fair value in GAAP and clarified the definition of fair
value within that framework. This guidance does not require assets and
liabilities that were previously recorded at cost to be recorded at fair value
or for assets and liabilities that are already required to be disclosed at fair
value, This guidance introduced, or reiterated, a number of key concepts which
form the foundation of the fair value measurement approach to be used for
financial reporting purposes. The fair value of the Company’s financial
instruments reflects the amounts that the Company estimates to receive in
connection with the sale of an asset or paid in connection with the transfer of
a liability in an orderly transaction between market participants at the
measurement date (exit price). This guidance also established a fair value
hierarchy that prioritizes the use of inputs used in valuation techniques into
the following three levels:


F-7





Level
1—quoted prices in active markets for identical assets and
liabilities.





Level
2—observable inputs other than quoted prices in active markets for identical
assets and liabilities.





Level
3—unobservable inputs.





The
adoption of this guidance did not have an effect on the Company’s financial
condition or results of operations, but this guidance introduced new disclosures
about how we value certain assets and liabilities. Much of the disclosure is
focused on the inputs used to measure fair value, particularly in instances
where the measurement uses significant unobservable (Level 3) inputs. As of June
30, 2010 and 2009, the Company did not have financial assets or liabilities that
would require measurement on a recurring basis based on this
guidance.





Recently
Issued Accounting Pronouncements





In May
2009, the FASB issued SFAS No. 165, Subsequent Events (ASC 855, Subsequent
Events) “ASC 855”. ACS 855 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. Specifically, ASC
855 provides (a) the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements;
(b) the circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date in its financial statements;
and (c) the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. ASC 855 is effective
for interim or annual financial periods ending after June 15, 2009, and
shall be applied prospectively. The Company adopted ASC 855 in the second
quarter of 2009. The adoption did not materially impact the Company. We
considered all subsequent events through November 22, 2010, the date the
financial statements were available to be issued.





In June
2009, FASB issued SFAS No.168, FASB Accounting Standards Codification TM and the
Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB
Statement No. 162 (ASC 105, Generally Accepted Accounting Principles) “ASC
105”, which states that the FASB Accounting Standards CodificationTM
(Codification) will become the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. On the effective date of this Statement, the
Codification will supersede all then-existing non-SEC accounting and reporting
standards. All other non-grandfathered non-SEC accounting literature not
included in the Codification will become non-authoritative. ASC 105 is effective
for financial statements issued for interim and annual periods ending after
September 15, 2009. The codification is effective for these third quarter
financial statements and the principal impact is limited to disclosures as all
future references to authoritative literature will be reference in accordance
with the codification.





In August
2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, Fair
Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair
Value. This ASU provides amendments for fair value measurements of
liabilities. It provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using one or more
techniques. ASU 2009-05 also clarifies that when estimating a fair value of
a liability, a reporting entity is not required to include a separate input or
adjustment to other inputs relating to the existence of a restriction that
prevents the transfer of the liability. ASU 2009-05 is effective for the
first reporting period (including interim periods) beginning after issuance or
fourth quarter 2009.  The implementation of the fair value guidance
for nonfinancial assets and nonfinancial liabilities, effective October 1, 2009,
did not have a material impact on our financial position and results of
operations.





In
October 2009, the FASB issued amendments to the accounting and disclosure for
revenue recognition. These amendments, effective for fiscal years beginning on
or after June 15, 2010 (early adoption is permitted), modify the criteria for
recognizing revenue in multiple element arrangements and the scope of what
constitutes a non-software deliverable. The Company is currently assessing the
impact (if any) on its financial position and results of
operations.





Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies are not expected to have a material impact on the
Company’s financial position, results of operations and cash
flows.


F-8




NOTE
3 - Liquidity and Capital Resources




The
Company has no revenues for the period from inception (September 27, 2006)
through June 30, 2010, and does not intend to realize revenues until the
consummation of a merger with an operating entity.  The Company’s
principal business objective for the next 12 months and beyond will be to
achieve long-term growth potential through a business combination rather than
short-term earnings.  To date, the Company has funded its formation
activities primarily through issuances of its ordinary shares and a payable to
affiliate.  As discussed in Note 8, the Company acquired an operating
company located in China.  There was a change of
control.  The Company anticipates obtaining adequate liquidity from
operations of the acquired Chinese operating company to sustain
operations.





NOTE
4 - Payable to Affiliate and Accounts Payable





The
Company had a payable to affiliate of $12,044, and $8,815 to a Founder of the
Company as of June 30, 2010 and June 30, 2009, respectively.  The
payable is non-interest bearing and payable on demand.  The Company
also had accounts payable related to the formation of the Company and general
and administrative expenses of $1,132 and $1,154 as of June 30, 2010 and 2009,
respectively.





NOTE
5 - Ordinary Shares





On
September 27, 2006, the Company was formed with 859,375 shares of its restricted
ordinary shares issued at par value of $0.000128 per share, for consideration of
$110 to its founding shareholders.  The stock, along with a payable
issued to a Founder of $2,482, were the basis of the funding of the Company’s
formation costs.  On December 21, 2008, the Company sold 138,900
shares of its restricted ordinary shares for $6,615. The restricted ordinary
shares were sold to approximately 450 offshore private investors pursuant to a
Private Placement Offering in lots of 300 shares each at approximately $0.05 per
share.  No underwriting discounts or commissions were paid with
respect to such sales.





NOTE
6 - Preference Shares





The
Company is authorized to issue 781,250 shares of preference shares with such
designations, voting and other rights and preferences as may be determined from
time to time by the Board of Directors.  At June 30, 2010, there were
no preference shares issued or outstanding.





NOTE
7 - Commitments and Contingencies





The
Company may become subject to various claims and litigation.  The
Company vigorously defends its legal position when these matters
arise.  The Company is neither a party to, nor the subject of, any
material pending legal proceeding nor to the knowledge of the Company, are any
such legal proceedings threatened against the Company.





NOTE
8 – Subsequent Events (Unaudited)





Effective
August 31, 2010, the Company accepted a subscription and offer to purchase
3,523,922 ordinary shares of the Company’s capital stock from Skyline Investors,
LLC (“Skyline”), an affiliate of Maxim Group, LLC, a registered broker/dealer
(“Maxim”), for an aggregate purchase price of $25,000. Prior to the consummation
of this transaction, the Company had 998,275 ordinary shares issued and
outstanding.  As a result of the acceptance of this subscription, the
Company had 4,522,197 ordinary shares issued and outstanding, with Skyline the
beneficial owner of approximately 78% thereof.  Immediately following
the acceptance of Skyline’s subscription, Mr. Joseph Rozelle resigned as our
President and Chief Financial Officer and the Board of Directors appointed Mr.
Karl Brenza to serve as President and Chief Executive Officer, effective
immediately.


F-9


Effective
September 10, 2010, the Company and its controlling shareholders entered into a
share exchange agreement with Grand Power Capital, Inc., a British Virgin
Islands business company (“GPC”), and the GPC shareholders. Pursuant to the
agreement, the Company issued an aggregate of 10,129,725 ordinary shares and
98,885.37 preference shares to GPC shareholders. With the exception of the
shares of GPC held by Apollo Enterprises International, Inc., each share of GPC
capital stock was exchanged for approximately 1,327 ordinary shares of the
Company. The remaining shares of GPC held by Apollo Enterprises International,
Inc. were exchanged for 98,885.37 preference shares of the Company. Each
preference share shall be automatically converted into 100 ordinary shares of
the Company upon receipt of approval by the Company shareholders of a proposed
increase in the number of authorized ordinary shares from 39,062,500 shares to
100,000,000 shares. Upon consummation of the share consolidation and automatic
conversion ofthe 98,885.37
preference shares issued to Apollo Enterprises International, Inc., there were
14,722,511 (post-split) ordinary shares and no preference shares of the
Company's capital stock issued and outstanding, approximately 90% of which are
held by the former GPC shareholders. The shareholders of the Company immediately
prior to the completion of these transactions hold 10% of the issued and
outstanding ordinary shares of the Company. As a result of the transaction, GPC
became a wholly owned subsidiary of the Company.




GPC
acquired 100% of the issued and outstanding capital stock of Shenzhen
ORB-Fortune New Materials Co., Ltd. (“Shenzhen ORB”) in May 2010. Shenzhen ORB
was incorporated in the Guangdong Province of the People’s Republic of China
(“PRC”) in 2005. Shenzhen ORB is a hi-tech enterprise primarily engaged in the
development, manufacture and sale of high-performance adhesive seal materials in
the PRC. The Company provides glass bonding solutions to a wide range of
industries, including automobile, ships and boats, construction, and
electronics, but currently focusing on the automobile windshields area. The
Company is also in the process of producing other auto parts such as bumper,
harness, lamp, and cooling liquid.  As GPC and Shenzhen ORB are under
common control, this has been accounted for as a reorganization of the entities,
with assets and liabilities transferred at their carrying amounts, and the
financial statements will be prepared as if the reorganization had occurred
retroactively.





The
Company acquired GPC on September 10, 2010 through a share exchange as described
above. Under GAAP, the share exchange is considered to be a capital transaction
in substance, rather than a business combination.  That is, the share
exchange is equivalent to the issuance of stock by GPC for the net monetary
assets of the Company, accompanied by a recapitalization, and is accounted for
as a change in capital structure. GPC’s shareholders will own the majority of
the shares and will exercise significant influence over the operating and
financial policies of the consolidated entity.





On
October 22, 2010, the Company’s Board of Directors approved the granting of an
aggregate of 904,440 ordinary shares to two parties, including Mr. Morgan
Simpson, a new director of the Company, in consideration of services rendered to
the Company in connection with the consummation of the reverse
merger.





The
Company considered all subsequent events through November 22, 2010, the date the
financial statements were available to be issued.


F-10