UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 (Mark
One)
 
 x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
the fiscal year ended June 30, 2009
 
 o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from ___________ to ___________
 
 Commission File No.
000-26777
 
 China
Green, Inc.
 (Name
of small business issuer in its charter)
 
 DELAWARE
              75-3269053(State
      or other jurisdiction of
                incorporation
      or organization)
              (IRS
      Employer Identification No.)Room
      3601, the Centre, Queen’s Road no.99
                Central,
      Hong Kong(Address
      of principal executive offices)
              (Zip
      Code)
 
 (852)
3691-8831
 (Registrant’s
telephone number, including area code)
 
 Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
              Name
      of each exchange on which registered:None
              NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $0.00001
                (Title
      of class)
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.       
Yes o    No x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes o     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 o
 
  
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 
 Large
      accelerated filer
              o
              
              Accelerated
      filer
              oNon-accelerated
      filer
                (Do
      not check if a smaller reporting company)
              o
              
              Smaller
      reporting company
              x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o    No x
 
 Revenues
for year ended June 30, 2009: $11,676,141.
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  $0.
 
 As of
October 13, 2009, the registrant had 12,500,000 shares of its common stock
outstanding.
 
 Documents Incorporated by
Reference: None.
 
 
 
 
  TABLE
OF CONTENTS
 
 PAGEPART
      IITEM
      1.
              
              Business
              
              1ITEM
      1A.
              
              Risk
      Factors
              
              3ITEM
      2.
              
              Properties
              
              3ITEM
      3.
              
              Legal
      Proceedings
              
              3ITEM
      4.
              
              Submission
      of Matters to a Vote of Security Holders
              
              3PART
      IIITEM
      5.
              
              Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              
              4ITEM
      6.
              
              Selected
      Financial Data
              
              4ITEM
      7.
              
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
              
              4ITEM
      7A.
              
              Quantitative
      and Qualitative Disclosures About Market Risk
              
              10ITEM
      8.
              
              Financial
      Statements and Supplementary Data
              
              11ITEM
      9.
              
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              
              12ITEM
      9A(T).
              
              Controls
      and Procedures
              
              12ITEM
      9B.
              
              Other
      Information
              
              12PART
      IIIITEM
      10.
              
              Directors,
      Executive Officers and Corporate Governance
              
              13ITEM
      11.
              
              Executive
      Compensation
              
              14ITEM
      12.
              
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              
              15ITEM
      13.
              
              Certain
      Relationships and Related Transactions, and Director
      Independence
              
              15ITEM
      14.
              
              Principal
      Accounting Fees and Services
              
              15PART
      IVITEM
      15.
              
              Exhibits,
      Financial Statement Schedules
              
              16SIGNATURES
              
              
              17
 
  
  PART
I
 
 ITEM 1.      BUSINESS
 
 Corporate
History and Structure
 
 We were
incorporated in the State of Delaware on July 11, 2008, formed as a vehicle to
pursue a business combination. On August 13, 2009, we closed a share exchange
and stock purchase transaction with the shareholder of Glorious Pie Limited, a
British Virgin Islands corporation (“Glorious Pie”), and the representative of
the Investors in our private placement in reliance upon the exemption provided
by Regulation S promulgated under the Securities and Exchange Act of 1934, as
amended. As a result of the closing of the share exchange transaction, we became
the 100% holding company of Glorious Pie which in turn is the 100% holder
company of Earn Bright Development Limited, a Hong Kong
corporation.  Effective September 24, 2009, we changed our company
name from “China Eco-Hospitality Operations, Inc.” to “China Green,
Inc.”
 
 Business
Overview
 
 We
operate our eco-hospitality business through our Hong Kong subsidiary which
developed our business model – ECHOO (an acronym of Eco-Hospitality Operations)
in the areas of hospitality investment projects and large-scale landscape
architecture and engineering projects in China.  We are specialized on
providing greenery services to landscaping construction projects in China,
including, but not limited to, design advice, trading and quality control of
seeds, provision of seedling and performance management of landscaping
engineering and plantation.
 
 ECHOO is
a business model developed on the basis of Green Theory created by us. The Green
Theory is developed on the ground of two green philosophies, namely the Neo Tai Chi Concept and Magic of Duality, and is
applied in the form of our innovative approaches, Connected Environmental
Betterment Approach (CEBA) and Hospitality Investment and Management Approach
(HIMA). The two approaches represent two different ways to market our business
vision of building harmonious living environment with greenery services,
reflected by providing resource-efficient engineering design, and green hotel
investment and consultancy, respectively.
 
 Business
Model
 
 HIMA
Approach
 
 Our HIMA
approach focuses on cooperation with property owners, including hotel, housing
estate and commercial building, to construct green accommodation, such as indoor
eco-friendly living environment.
 
 Facing
strong competition in the hospitality industry in China, hotel owners are
actively seeking partnership in green accommodation construction or
refurbishment to improve the quality of their services and the image of their
facilities, and to reduce pollution.
 
 We have
adopted flexible fee payment method. Instead of charging hotel owners a lump sum
upon engagement of our services, we charge monthly installment in an amount
equal to certain percentage of the hotel owner’s monthly revenue.
 
 CEBA
Approach
 
 Our CEBA
approach is related to outdoor eco-friendly landscaping projects financed by
various levels of Chinese governments. Since the central Chinese government
advocates (1) the importance of environmental protection and (2) CO2 emission
reduction after Kyoto Protocol, hence local municipal governments have taken the
initiative to improve landscaping in public infrastructure, such as highways.
For these government-funded outdoor landscaping projects, we provide
professional landscaping knowledge, international benchmarking and initial
investment on the resources and labor. The government is only required to pay
the full amount after the project is completed.
 
 Landscaping
plantation absorbs CO2 and
improves environmental condition, which enhances the images of the districts
where the local governments are based. Better natural environment can attract
the flow-ins of investors and people with skills and talents, which are the
driving force of regional development.
   1
  Marketing
Opportunities
 
 Current
development driving forces in China are characterized by steady population
growth, ongoing urbanization of the former agriculturally-based population,
aggressive economic growth and rapid motorization.  However, within
the backdrop of impetus to fast speed urbanization, there is no comprehensive
regional planning, nor national land development approach.
 
 The
consequence is a threat of a scattered low-density urbanization in the
countryside and fast, uncontrolled and uncoordinated growth of the large city
regions. The problem has caught the Chinese government's attention at the
highest levels. In order to build a suitable environment for inhabitants, garden
city construction is included in local government's agenda. It is also used as
one of the measurements to evaluate the local government's
performance.
 
 We
operate our business in one of the biggest contributor to global warming where
has a great demand in environmental protection as the PRC government advocates
the importance of environmental protection and the citizen
wants  more  green area in their city. There is a huge
market potential in China for ECHOO business model to grow because management
believes we are among the few companies that are in meeting this continual
demand of cost-efficient environment services through the abovementioned
approaches – HIMA and CEBA approaches.
 
 With our
experience and expertise, management believes that we can satisfy the market
need in green accommodation construction or refurbishment demanded from private
sector and China government.
  Marketing
Strategy
 
 As the
Chinese government would increase its financial budget for environmental
projects in the coming decades, it is foreseeable that the demand for our
services would increases continually and widely spread out with the economic
development based on the ground of the environmental policy and the greenery
hospitality vision of the government.
  We
originate and develop our business model in China and aim to expand our business
internationally. Domestically, we will expand our market through our local
network. With respect to international development, in the near future our
management shall explore and develop the Asia-Pacific market, e.g. Japan and
Korea.
 
 We will
market our brand “ECHOO” as a leading industry benchmark in eco-living area
construction to attract business and explore our market potential.
 
 Competition
 
 We are
now positioned in a market with comparatively low competition as it is operating
in a start-up eco-business market. We are the first company in the industry
section engaged in assisting low ranking hotels in building eco-living
construction through the HIMA Approach.
  For
landscape engineering project, even though there are servicer vendors offering
similar services in the industry, we are favored by the local governments in the
Guangdong province because with years of cooperation, the local governments have
recognized our professional landscaping knowledge, international benchmarking
and initial investment on the resources and labor via the CEBA
approach.
  Government
Regulation
 
 Our
landscape design, construction and maintenance projects are subject to many
federal, state and local requirements relating to the protection of the
environment and we use environmentally sensitive materials in our maintenance
processes. For example, we employ chemical fertilizer to treat some of our
plants. We believe that we operate our business in material compliance with all
environmental laws and regulations, do not anticipate any material expenditure
in order to meet environmental requirements and do not believe that future
compliance with such laws and regulations will have a material adverse effect on
our financial condition or results of operations. However, we could incur
operating costs or capital expenditures in complying with more stringent
environmental requirements in the future or with current requirements if they
are applied to our facilities in a way we do not anticipate.
  2
  Our
operations are also governed by many other laws and regulations covering our
labor relationships, the zoning of our facilities, our general business
practices and other matters. We believe that we are in material compliance with
these laws and regulations and do not believe that future compliance with such
laws and regulations will have a material adverse effect on our financial
condition or results of operations.
 
 ITEM
1A.   RISK FACTORS
 
 Not
applicable to smaller reporting companies.
 
 ITEM
1B. UNRESOLVED STAFF COMMENTS
 
 We
currently do not have any unresolved comments of issues with the Staff of the
Corporation Finance Division of the U.S. Securities and Exchange
Commission.
 
 ITEM 2.      PROPERTIES
 
 Our
executive office is located at Room 3601, the Centre, Queen’s Road no.99,
Central, Hong Kong. The rentable space in this office consists of approximately
198 square meters (approximately 2,130 square feet). The lease agreement has a
two year term which expires on July 31, 2011. The monthly rental payment is
approximately $72,700.
 ITEM 3.LEGAL PROCEEDINGS
 
 From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. We are currently not aware of any such
legal proceedings or claims that we believe will have a material adverse affect
on our business, financial condition or operating results. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm our business.
 
 ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
 
 On August
21, 2009, pursuant to the written consent of our majority shareholders in lieu
of a special meeting, we authorized the change of our company name from “China
Eco-Hospitality Operations, Inc.” to “China Green, Inc.” (the “Name Change”)
Pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), we filed a preliminary statement and a definitive statement to
notify our shareholders on August 25, 2009 and September 4, 2009.  As
a result of the effectiveness of the Name Change, our company name has been
changed to “China Green, Inc.”
 
 On August
13, 2009 (the “Closing Date”), we received a written consent in lieu of a
special meeting of our shareholders from our shareholders holding 1,812,500
shares which represented 100% of our issued and outstanding voting stock, which
authorized us to enter into a share exchange and stock purchase agreement (the
“Share Exchange and Stock Purchase Agreement”) with Glorious Pie Limited
(“Glorious Pie”), a British Virgin Island company, the sole shareholder of
Glorious Pie (the “Glorious Pie Shareholder”) and the Representative of our
investors, approved the resignation of Mr. Anthony Wong Wa Kei from our board of
directors (the “Board”) and the appointment of Mr. Tai Chi Yip as a member of
our Board. On the Closing Date, pursuant to the terms of the Agreement, we
acquired all of the issued and outstanding common stock of Glorious Pie from the
Glorious Pie Shareholder. In exchange, we issued to the Glorious Pie
Shareholder, his designees or assigns, 10,355,000 shares of our common stock,
representing approximately 82.84% of our common stock issued and outstanding
after the closing of the share exchange transaction contemplated under the Share
Exchange and Stock Purchase Agreement (the “Share Exchange”).
   3
  PART
II
 
 ITEM
5.   MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
 Market
Information
 
 There is
presently no public market for our shares of common stock. We anticipate
applying for trading of our common stock on a national stock exchange or a
national quotation system. However, we can provide no assurance that our shares
of common stock will be traded on a national stock exchange or a national
quotation system or, if traded, that a public market will
materialize.
 
 Holders
 
 As of
October 13, 2009, we had 300 record holders of our common stock.
 
 Dividends
 
 To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
 
 Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
 
 Stock
Option Grants
 
 To date,
we have not granted any stock options.
 
 ITEM
6.      SELECTED FIANANCIAL DATA
 
 Not
applicable because we are a smaller reporting company.
 
 ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
 
 The
following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
The following discussion contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.
 
 Overview
 
 We
operate our eco-hospitality business through our business model – ECHOO (an
acronym of Eco-Hospitality Operations) in the areas of hospitality investment
projects and large-scale landscape architecture and engineering projects in
China.  We are specialized on providing greenery services to landscaping
construction projects in China, including, but not limited to, design advice,
trading and quality control of seeds, provision of seedling and performance
management of landscaping engineering and plantation.
  4
  ECHOO is
a business model developed on the basis of Green Theory created by us. The Green
Theory is developed on the ground of two green philosophies, namely the Neo Tai Chi Concept and Magic of Duality, and is
applied in the form of our innovative approaches, Connected Environmental
Betterment Approach (CEBA) and Hospitality Investment and Management Approach
(HIMA). The two approaches represent two different ways to market our business
vision of building harmonious living environment with greenery services,
reflected by providing resource-efficient engineering design, and green hotel
investment and consultancy, respectively.
 
 HIMA
Approach
 
 Our HIMA
approach focuses on cooperation with property owners, including hotel, housing
estate and commercial building, to construct green accommodation, such as indoor
eco-friendly living environment.
 
 Facing
strong competition in the hospitality industry in China, hotel owners are
actively seeking partnership in green accommodation construction or
refurbishment to improve the quality of their services and the image of their
facilities, and to reduce pollution.
 
 We have
adopted flexible fee payment method. Instead of charging hotel owners a lump sum
upon engagement of our services, we charge monthly installment in an amount
equal to certain percentage of the hotel owner’s monthly revenue.
 
 CEBA
Approach
   
  
 Qualitative
and Quantitative Disclosure Regarding Market Risk
 
 Credit Risk.  We
are exposed to credit risk from our cash at bank, fixed deposits and contract
receivables. The credit risk on cash at bank and fixed deposits is limited
because the counterparts are recognized financial institutions. Contract
receivables are subject to credit evaluations. As we are getting more new
customers and offering credit terms, financial efficiency, we believe that cash
flow and controlling bad debt and late payment become more and more important.
We carry out thorough research through public filing records available on our
new customers, coupled with the employment of business intelligence information
provider, before extending any credit to new customers. Different levels of
credit periods and credit limits are granted to different customers according to
their size, financial position, business position and payment history, among
other factors, in order to offer the right credit terms to our customers to
enhance competitiveness yet manage the risk. We have not recorded bad debt since
inception.
 
 Country Risk.  The
substantial portion of our business, assets and operations are located and
conducted in Hong Kong and China. While these economies have experienced
significant growth in the past twenty years, growth has been uneven, both
geographically and among various sectors of the economy. The Chinese government
has implemented various measures to encourage economic growth and guide the
allocation of resources. Some of these measures benefit the overall economy of
Hong Kong and China, but may also have a negative effect on us. For example, our
operating results and financial condition may be adversely affected by
government control over capital investments or changes in tax regulations
applicable to us. If there are any changes in any policies by the Chinese
government and our business is negatively affected as a result, then our
financial results, including our ability to generate revenues and profits, will
also be negatively affected.
  5
  Critical
Accounting Policies and Estimates
 
 Use of
estimates:In preparing of the
financial statements in conformity with accounting principles generally accepted
in the United States of America, management makes estimates and assumptions that
affect the reported amount of assets and liabilities and disclosures of
contingent assets and liabilities at the dates of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting year.
These accounts and estimates include, but are not limited to, the valuation of
accounts receivable, inventories, deferred income taxes and the estimation on
useful lives of plant and machinery. Actual results could differ from those
estimates.
 
 Cash and Cash
Equivalents: We consider all cash and other highly liquid investments
with initial maturities of three months or less to be cash equivalents. As of
June 30, 2008 and 2009, there were cash and cash equivalents of $364,485 and
$849,457, respectively.
 
 Revenue
Recognition: Our revenue is generated from providing services in two
aspects as follows:
 
 i)
              Designing
      and consultancy services in hotel facilities;
  and
 ii)
              Resource-efficient
      engineering business in greenery
projects.
 
 The
revenue recognized by us is based on the Design and Consultancy agreement
between us and the hotel where we provided the design, consultancy to the hotel
and even with certain fixtures and assets provided to that hotel and hence share
a certain percentage of gross revenue generated by the hotel facilities for
certain years as the consideration.
 
 Revenue
from fixed-price and modified fixed-price construction contracts are recognized
on the percentage-of-completion method, measured by the percentage of actual
cost incurred to date for each contract. We would regularly and frequently
reviews the estimated contract cost on each project being accepted and not yet
finished to ensure the contract cost estimates is measured with the best
knowledge of the personnel involved.
 
 Accounts
Receivable:Accounts receivables are
recorded at the invoiced amount, net of allowances for doubtful accounts. We
recognize an allowance for doubtful accounts to ensure accounts receivable are
not overstated due to uncollectibility. An allowance for doubtful accounts is
maintained for all customers based on a variety of factors, including the length
of time the receivables are past due, significant one-time events and historical
experience. An additional reserve for individual accounts is recorded when we
become aware of a customer’s inability to meets its financial obligations, such
as in the case of bankruptcy filings pr deterioration in the customer’s
operating results of financial position. If circumstances related to customers
change, estimates of the recoverability of receivables would be further
adjusted.
 
 Accounting for
the Impairment of Long-Lived Assets: We adopted Statement of Financial
Accounting Standards No. 144, “Accounting for the Impairment or Disposal of
Long-Live Assets” (“SFAS 144”), which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. We periodically
evaluate the carrying value of long-lived assets to be held and used in
accordance with SFAS 144. SFAS 144 requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets’ carrying amounts. In that event, a loss is recognized
based on the amount by which the carrying amount exceeds the fair market value
of the long-lived assets. Loss on long-lived assets to be disposed of is
determined in a similar manner, except that fair market values are reduced for
the cost of disposal. Based on its review, we believe that, as of June 30, 2009,
there were no significant impairments of its long-lived assets.
 
 Plant and
Equipment: Plant and equipment, other than construction in progress, are
stated at cost less depreciation and amortization and accumulated impairment
loss.
 
 Plant and
equipment are carried at cost less accumulated depreciation. Depreciation is
provided over their estimated useful lives, using the straight-line method.
Estimated useful lives of the plan and equipment are as follows:
 6
  
 Equipment
      and
      machinery
                5
      yearsFurniture
      &
      fixtures
                5
      years
 
 The cost
and related accumulated depreciation of assets sold or otherwise retired are
eliminated from the accounts and any gain or loss is included in the statement
of income. The cost of maintenance and repairs is charged to income as incurred,
whereas significant renewable and betterments are capitalized.
 
 Management
considers that we have no residual value for plant and equipment.
 
 Fair Value of
Financial Instruments: SFAS No. 107, “Disclosures about Fair Values of
Financial Instruments”, requires disclosing fair value to the extent practicable
for financial instruments that are recognized or unrecognized in the balance
sheet. The fair value of the financial instruments disclosed herein is not
necessarily representative of the amount that could be realized or settled, nor
does the fair value amount consider the tax consequences of realization or
settlement.
 
 The
carrying values of the financial instruments, including cash and cash
equivalents, accounts and other receivables, approximate their fair values due
to the short-term maturity of such instruments. The carrying amounts of
borrowings approximate their fair values because the applicable interest rates
approximate current market rates.
 
 Cost of
Revenue: Regarding the design and consultancy services to the hotel
facilities, the respective cost of revenue includes the consultancy expenses in
professional staff involved and the design and consultancy fee with other
third-party experts, and also the depreciation expenses on those fixtures and
movables assets being placed with the hotel by the Company.
 
 Regarding
the trading of seeding and provision of greenery engineering projects, the
respective cost of revenue consists primarily of material costs, labor cost,
subcontracting expenses, and related expenses, which are directly attributable
to the greenery construction projects.
 
 Income
Taxes:  Income taxes are accounted for under the asset and
liability method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax carry-forwards. Deferred tax
assets are reduced by a valuation allowance to the extent management concludes
it is more likely than not that the assets will not be realized. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the consolidated statements of income and
comprehensive income in the period that includes the enactment
date.
 
 Foreign Currency
Translation:We
maintain our financial statements in the functional currency. The
functionalcurrency of us is the
Renminbi (RMB). Monetary assets and liabilitiesdenominated in
currencies other than the functional currency are translated into thefunctional currency at
rates of exchange prevailing at the balance sheet dates.Transactions
denominated in currencies other than the functional currency are translatedinto the functional
currency at the exchanges rates prevailing at the dates of thetransaction. Exchange
gains or losses arising from foreign currency transactions areincluded in the
determination often income for the respective periods. 
 For
financial reporting purposes, our financial statements which are prepared using
the functional currency have been translated into United States dollars. Assets
and liabilities are translated at the exchange rates at the balance sheet dates
and revenue and expenses are translated at the average exchange rates and
stockholders' equity is translated at historical exchange rates. Any translation
adjustments resulting are not included in determining net income but are
included in foreign exchange adjustment to other comprehensive income, a
component of stockholders' equity.
 2009
                2008Year
      end RMB: US$ exchange rate
                6.825
                6.859Average
      yearly RMB: US$ exchange rate
                6.848
                7.235
 RMB is
not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No representation
is made that the RMB amounts could have been, or could be, converted into US$ at
the rates used in translation.
  7
  Recently
Issued Accounting Pronouncements
 
 In May
2009, the FASB issued SFAS No. 165, "Subsequent Events." This Statement sets
forth: 1) 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; 2) the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements; and 3) the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. This Statement is effective for interim
and annual periods ending after June 15, 2009. The Company adopted this
Statement in the quarter ended June 30, 2009. This Statement did not impact the
consolidated financial results.
 
 In May
2008, the FASB issued SFAS No 163, "Accounting for Financial Guarantee Insurance
Contracts" ("SFAS 163"), SFAS 163 is intended to correct the inconsistencies in
the recognition and measurement of claim liabilities by insurance enterprises.
This SFAS 163 statement requires that an insurance enterprise recognize a claim
liability prior to an event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation. This will result
in increasing comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. The provisions of SFAS 163 are
effective for fiscal years beginning after December 15, 2008. The Company does
not expect that the adoption will have a material impact on the Company's
consolidated financial position or results of operations.
 
 In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (the GAAP
hierarchy). SFAS 162 will become effective 60 days following the SEC's approval
of the Public Group Accounting Oversight Board amendments to AU Section 411,
"The Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles." We do not currently expect the adoption of SFAS 162 to have a
material effect on our consolidated results of operations and financial
condition.
 
 In May
2008, the FASB issued FSP Accounting Principles Board ('APB") 14-1 "Accounting
for Convertible Debt instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 requires the
issuer of certain convertible debt instruments that may be settled in cash (or
other assets) on conversion to separately account for the liability (debt) and
equity (conversion option) components of the instrument in a manner that
reflects the issuer's non-convertible debt borrowing rate. FSP APB 14_1is effective for fiscal
years beginning after December 15, 2008 on a retroactive basis. As we do not
have convertible debt at this time, we currently believe the adoption of FSP APB
14-1 will have no effect on our consolidated results of operations and financial
condition.
 
 In March
2008, the FASB issued SFAS No.161, "Disclosures about Derivative Instruments and
Hedging Activities" (' SFAS 161"). SFAS 161 is intended to improve financial
reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity's financial position, financial performance, and cash flows. The
provisions of SFAS 161 are effective for the quarter ending February 28, 2009.
The Group does not expect that the adoption will have a material impact on the
Group's consolidated financial position or results of operations.
 
 In
February 2008, the FASB issued FSP FAS 157-2, "Effective Date of FASB Statement
No. 157." FSP FAS 157-2 delayed the effective date of SFAS No. 157 "Fair Value
Measurements" from 2008 to 2009 for all nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). The adoption of
the provisions of SFAS No. 157 related to nonfinancial assets and nonfinancial
liabilities on January 1, 2009 did not have a material impact on the
Consolidated Financial Statements. See Note 3, "Fair Value," on pages 10 and 11
for SFAS No. 157 disclosures.
  8
  In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51. SFAS 160
requires that ownership interests in subsidiaries held by parties other than the
parent (previously referred to as minority interests), and the amount of
consolidated net income, be clearly identified, labeled and presented in the
consolidated financial statements. It also requires once a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value. Sufficient disclosures are
required to clearly identify and distinguish between the interests of the parent
and the interests of the noncontrolling
owners as components of equity. It is effective for fiscal years beginning after
December IS, 2008, and requires retroactive adoption of the presentation and
disclosure requirements for existing minority interests. All other requirements
are applied prospectively. The Group is currently evaluating the impact of SFAS
160 on the Group's
consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations,
("SFAS 141(R)"). SFAS 141(R) retains the fundamental requirements of the
original pronouncement requiring that the purchase method be used for all
business combinations, but also provides revised guidance for recognizing and
measuring identifiable assets and goodwill acquired and liabilities assumed
arising from contingencies, the capitalization of in-process research and
development at fair value, and the expensing of acquisition-related costs as
incurred. SFAS 141(R) is effective for fiscal years beginning after December 15,
2008. The Group will evaluate how the new requirements could impact the
accounting for any acquisitions completed beginning in fiscal 2009 and beyond,
and the potential impact on the Group's consolidated financial
statements.
 
 Results
of Operations
 
 The
following table sets forth our statement of operations for the periods
indicated:
  From
      August 1,
                  2008
                  to
                  June
      30, 2009
                
                
                From
                  July
      11, 2008 (Inception)
                  to
                  July
      31, 2008Operating
      expensesGeneral
      and administrative
                
                $
                10,480
                
                
                $
                13,801Total
      operating expenses
                
                
                10,480
                
                
                
                13,801Net
      loss
                
                
                (10,480
                )
                
                
                (13,801
                )Net
      loss per share – basic and diluted
                
                
                (0.10
                )
                
                
                (0.14
                )Weighted
      average number of shares outstandingDuring
      the period – basic and diluted
                
                $
                100,000
                
                
                $
                100,000
  Comparison
of the fiscal year ended June 30, 2009 to the fiscal year ended June 30,
2008
 
 Gross Profit. For fiscal year
ended June 30, 2009 as compared to the fiscal year ended June 30, 2008, we
generated gross profit of $10,480 and $13,801, respectively, reflecting a
decrease of approximately 24.06%. The decrease in gross profit was mainly due to
the decrease in revenue of greenery construction consultancy.
 
 General and Administrative
Expenses. We incurred general and administrative expenses of
$10,480 for the fiscal year ended June 30, 2009, a decrease of $3,321
or 24.06%, compared to $13,801 for the fiscal year ended June 30, 2008. The
decrease in general and administrative expenses was the result of decrease in
staff travel expense.
  9
 Net Income. We had net
loss of $10,480 for the fiscal year ended June 30, 2009 as compared to $13,801
for the fiscal year ended June 30, 2008, a decrease of 24.06%. The decrease
in our net income was the result of total decrease in sales revenue and
effective cost control of the business.
 
 Liquidity
and Capital Resources
 
 We are a
development stage company. As of June 30, 2009, we have incurred an accumulated
net loss of $24,281. At June 30, 2009, we had cash and cash equivalents of $0 as
compared to cash and cash equivalents of $0 as of June 30,
2008.  Management is trying to raise additional capital through sales
of common stock, as well as seeking financing from third parties.
  From
      August 1,
                      2008
                      To
                      June
      30, 2009
                    
                    
                    From
                      July
      11, 2008
                      (Inception)
                      to
                      July
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                    
                    $
                    (10,480
                    )
                    
                    $
                    (13,801
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Stock
      issued for compensation - founder
                    
                    
                    -
                    
                    
                    
                    1Changes
      in operating assets and liabilities:(Decrease)/increase
      in accounts payable
                    
                    
                    (5,873
                    )
                    
                    
                    6,250Net
      Cash Used In Operating Activities
                    
                    
                    (16,353
                    )
                    
                    
                    (7,550
                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Loan
      payable - related party
                    
                    
                    16,353
                    
                    
                    
                    7,550Net
      Cash provided by financing activities
                    
                    
                    16,353
                    
                    
                    
                    7,550Net
      Increase in Cash
                    
                    
                    -
                    
                    
                    
                    -Cash
      - Beginning of Period
                    
                    
                    -
                    
                    
                    
                    -Cash
      - End of Period
                    
                    $
                    -
                    
                    
                    $
                    -
 Off-Balance
Sheet Arrangements
 
 As of the
date hereof, we do not have any off-balance sheet debt, nor do we have any
transactions, arrangements or relationships with any special purpose
entities.
 
 Inflation
and Seasonality
 
 Inflation
and seasonality have not had a significant impact on our operations during the
last two fiscal years.
 
 ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET
RISK
 
 Not
applicable because we are a smaller reporting company.
 
  10
  ITEM 8.      FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
 
 
 CHINA
GREEN, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 FINANCIAL
STATEMENTS
 JUNE
30, 2009
 
 CONTENTS
 
 Page(s)Report
      of Independent Registered Public Accounting Firm
                    F-1Financial
      Statements:Balance
      Sheet - As of June 30, 2009
                    F-2Statement
      of Operations - For the period from August 1, 2008 to June 30,
      2009
                    F-3Statement
      of Changes in Stockholder’s Deficit - For the period from August 1, 2008
      to June 30, 2009
                    F-4Statement
      of Cash Flows - For the period from August 1, 2008 to June 30,
      2009
                    F-5Notes
      to Financial Statements
                    F-6-10
  
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
the Board of Directors and Stockholders of
 China
Green, Inc
   We
have audited the accompanying balance sheet of China Green, Inc. (the “Company”)
as of June 30, 2009 and the statement of income, stockholders’ equity and cash
flows from the period August 1, 2008 to June 30, 2009. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audits 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 assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements 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 the Company as of June 30, 2009,
and the results of their operations and their cash flows for the period from
August 1, 2008 to June 30, 2009 in conformity with accounting principles
generally accepted in the United States of America.
 
 
 
 
 
 
 
 
 
 Parker
Randall CF (H.K.) CPA Limited
 Certified
Public Accountants
 Hong
Kong
 October
13, 2009
 
 China
Green, Inc.
 (A
Development Stage Company)
 Balance
Sheets
 
 
 
 June
      30,
                      2009
                    
                    
                    July 31,
                      2008Liabilities and Stockholder’s Equity
      (Deficit)Current
      LiabilitiesAccounts
      payable
                    
                    $
                    (377
                    )
                    
                    $
                    (6,250
                    )Loan
      payable – related party
                    
                    
                    (23,903
                    )
                    
                    
                    (7,550
                    )(24,280
                    )
                    
                    
                    (13,800
                    )Stockholder’s
      Deficit:Preferred
      stock ( $0.00001 par value, 100,000,000 shares  authorized, none
      issued and outstanding)
                    
                    
                    -
                    
                    
                    
                    -Common
      stock ( $0.00001 par value, 500,000,000 shares authorized, 100,000 shares
      issued and outstanding)
                    
                    
                    1
                    
                    
                    
                    1Deficit
      accumulated during development stage
                    
                    
                    (24,281
                    )
                    
                    
                    (13,801
                    )Total
      Stockholder’s Deficit
                    
                    
                    (24,280
                    )
                    
                    
                    (13,800
                    )Total
      Liabilities and Stockholder’s Deficit
                    
                    $
                    -
                    
                    
                    $
                    -
 
 
 See
accompanying notes to financial statements
 
  China
Green, Inc.
 (A
Development Stage Company)
 Statements of
Operations
 
 From
      August 1,
                      2008
                      to
                      June
      30, 2009
                    
                    
                    From
                      July
      11, 2008 (Inception)
                      to
                      July
      31, 2008Operating
      expensesGeneral
      and administrative expenses
                    
                    $
                    10,480
                    
                    
                    $
                    13,801Total
      operating expenses
                    
                    
                    10,480
                    
                    
                    
                    13,801Net
      loss
                    
                    
                    (10,480
                    )
                    
                    
                    (13,801
                    )Net
      loss per share – basic and diluted
                    
                    
                    (0.10
                    )
                    
                    
                    (0.14
                    )Weighted
      average number of shares outstandingduring
      the period – basic and diluted
                    
                    $
                    100,000
                    
                    
                    $
                    100,000
 
 
 See
accompanying notes to financial statements
   
  China
Green, Inc.
 (A
Development Stage Company)
 Statement
of Changes in Stockholder's Deficit
 For the period from 1 August
2008 to 30 June 2009
 
 
 DeficitCommon
      Stock
                      
                      
                      Accumulated
      during
                      
                      
                      TotalShares
                      
                      
                      Amount
                      
                      
                      Development
      Stage
                      
                      
                      Stockholder's
      DeficitCommon
      stock issued for compensation - founder -
      ($0.00001/share)
                      
                      
                      100,000
                      
                      
                      $
                      1
                      
                      
                      $
                      -
                      
                      
                      $
                      1Net
      loss from July 11, 2008 (inception date) to July 31,
      2008
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (13,801)
                      
                      
                      
                      (13,801
                      )Balance
      July 31, 2008
                      
                      
                      100,000
                      
                      
                      $
                      1
                      
                      
                      $
                      (13,801)
                      
                      
                      $
                      (13,800
                      )Net
      loss from August 1, 2008 to June 30, 2009
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (10,480)
                      
                      
                      
                      (10,480
                      )Balance
      June 30, 2009
                      
                      
                      100,000
                      
                      
                      $
                      1
                      
                      
                      $
                      (24,281)
                      
                      
                      $
                      (24,280
                      )
 
 
 See
accompanying notes to financial statements
 
  China
Green, Inc.
 (A
Development Stage Company)
 Statement
of Cash Flows
 
 From
      August 1,
                        2008
                        To
                        June
      30, 2009
                      
                      
                      From
                        July
      11, 2008
                        (Inception)
                        to
                        July
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                      
                      $
                      (10,480
                      )
                      
                      $
                      (13,801
                      )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Stock
      issued for compensation - founder
                      
                      
                      -
                      
                      
                      
                      1Changes
      in operating assets and liabilities:(Decrease)/increase
      in accounts payable
                      
                      
                      (5,873
                      )
                      
                      
                      6,250Net
      Cash Used In Operating Activities
                      
                      
                      (16,353
                      )
                      
                      
                      (7,550
                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Loan
      payable - related party
                      
                      
                      16,353
                      
                      
                      
                      7,550Net
      Cash Provided By Financing Activities
                      
                      
                      16,353
                      
                      
                      
                      7,550Net
      Increase in Cash
                      
                      
                      -
                      
                      
                      
                      -Cash
      - Beginning of Period
                      
                      
                      -
                      
                      
                      
                      -Cash
      - End of Period
                      
                      $
                      -
                      
                      
                      $
                      -
 
 
 See
accompanying notes to financial statements
 China
Green, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 June 30,
2009
 
 
 
 NOTE 1 – Nature of
Operations and Summary of Significant Accounting Policies
 
 Nature
of operations
 
 We were
incorporated in the State of Delaware on July 11, 2008, formed as a vehicle to
pursue a business combination. On August 13, 2009, we closed a share exchange
and stock purchase transaction with the shareholder of Glorious Pie Limited, a
British Virgin Islands corporation (“Glorious Pie”), and the representative of
the Investors in our private placement in reliance upon the exemption provided
by Regulation S promulgated under the Securities and Exchange Act of 1934, as
amended. As a result of the closing of the share exchange transaction, we became
the 100% holding company of Glorious Pie which in turn is the 100% holder
company of Earn Bright Development Limited, a Hong Kong
corporation.  Effective September 24, 2009, we changed our company
name from “China Eco-Hospitality Operations, Inc.” to “China Green,
Inc.”
  Development
stage
 
 The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include related
party debt financing and implementing the business plan.
 
 Use
of estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
 
 A
significant estimate during the period included a 100% valuation allowance for
deferred taxes due to the Company’s continuing and expected future
losses.
 
 Cash
and cash equivalents
 
 For
purposes of the statement of cash flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less and money market
accounts to be cash equivalents.
 
 The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At June 30, 2009, there were no
balances that exceeded the federally insured limit.
 
 Earnings
per share
 
 Basic
loss per share is computed by dividing net loss by weighted average number of
shares of common stock outstanding during each period.  Diluted
earnings per share is computed by dividing net income by the weighted average
number of shares of common stock, common stock equivalents and potentially
dilutive securities outstanding during each period.  At June 30, 2009,
the Company had no common stock equivalents that could potentially dilute future
earnings per share; however, if present, a separate computation of diluted loss
per share would not have been presented, as these common stock equivalents would
have been be anti-dilutive due to the Company’s net loss.
  F-6
  China
Green, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 June 30,
2009
 
 
 
 Fair
value of financial instruments
 
 Statement
of Financial Accounting Standards No. 107, “Disclosures about Fair Value of
Financial Instruments,” requires disclosures of information about the
fair value of certain financial instruments for which it is practicable to
estimate the value.  For purpose of this disclosure, the fair value of
a financial instrument is the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced sale or
liquidation.
 
 The
carrying amount reported in the balance sheet for accounts payable and loan
payable – related party approximates fair market value based on the short-term
maturity of these instruments.
 
 Segment
information
 
 The
Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."  During the period from
date of incorporation until June 30, 2009, the Company only operated in one
segment; therefore, segment information has not been presented.
 
 Stock-based
compensation
 
 All
share-based payments to employees is recorded and expensed in the statement of
operations as applicable under SFAS No. 123R, “Share-Based
Payment”.  The Company has not issued any stock based
compensation to its employees since inception.
 
 Non-employee
stock based compensation
 
 Stock-based
compensation awards issued to non-employees for services are recorded at either
the fair value of the services rendered or the instruments issued in exchange
for such services, whichever is more readily determinable, using the measurement
date guidelines enumerated in Emerging Issues Task Force Issue EITF No. 96-18,
“Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF 96-18”). The Company
has not issued any non-employee stock based compensation to any third parties
since inception.
 
 Income
taxes
 
 The
Company accounts for income taxes under the liability method in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
under this method, deferred income tax assets and liabilities are determined
based on differences between the 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.
 
 
 We
adopted the provisions of FASB Interpretation No. 48; “Accounting for Uncertainty in
Income Taxes-An Interpretation of FASB Statement No. 109” (“FIN
48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain
tax positions. The first step is to evaluate the tax position for recognition by
determining if the weight of available evidence indicates it is more likely than
not, that the position will be sustained on audit, including resolution of
related appeals or litigation processes, if any. The second step is to measure
the tax benefit as the largest amount, which is more than 50% likely of being
realized upon ultimate settlement. We consider many factors when evaluating and
estimating our tax positions and tax benefits, which may require periodic
adjustments. At June 30, 2009, we did not record any liabilities for uncertain
tax position.
 
 Recent
accounting pronouncements
 
 In May
2009, the FASB issued SFAS No. 165, "Subsequent Events." This Statement sets
forth: 1) 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; 2) the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements; and 3) the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. This Statement is effective for interim
and annual periods ending after June 15, 2009. The Company adopted this
Statement in the quarter ended June 30, 2009. This Statement did not impact the
financial results.
  F-7
  China
Green, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 June 30,
2009
 
 
 In May
2008, the FASB issued SFAS No 163, "Accounting for Financial Guarantee Insurance
Contracts" ("SFAS 163"), SFAS 163 is intended to correct the inconsistencies in
the recognition and measurement of claim liabilities by insurance enterprises.
This SFAS 163 statement requires that an insurance enterprise recognize a claim
liability prior to an event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation. This will result
in increasing comparability in financial reporting of financial guarantee
insurance contracts by insurance enterprises. The provisions of SFAS 163 are
effective for fiscal years beginning after December 15, 2008. The Company does
not expect that the adoption will have a material impact on the Company's
financial position or results of operations.
 
 In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (the GAAP
hierarchy). SFAS 162 will become effective 60 days following the SEC's approval
of the Public Group Accounting Oversight Board amendments to AU Section 411,
"The Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles." We do not currently expect the adoption of SFAS 162 to have a
material effect on our results of operations and financial
condition.
 
 In May
2008, the FASB issued FSP Accounting Principles Board ('APB") 14-1 "Accounting
for Convertible Debt instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 requires the
issuer of certain convertible debt instruments that may be settled in cash (or
other assets) on conversion to separately account for the liability (debt) and
equity (conversion option) components of the instrument in a manner that
reflects the issuer's non-convertible debt borrowing rate. FSP APB 14_1is effective for fiscal
years beginning after December 15, 2008 on a retroactive basis. As we do not
have convertible debt at this time, we currently believe the adoption of FSP APB
14-1 will have no effect on our results of operations and financial
condition.
 
 In March
2008, the FASB issued SFAS No.161, "Disclosures about Derivative Instruments and
Hedging Activities" (' SFAS 161"). SFAS 161 is intended to improve financial
reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity's financial position, financial performance, and cash flows. The
provisions of SFAS 161 are effective for the quarter ending February 28, 2009.
The Group does not expect that the adoption will have a material impact on the
Company’s financial position or results of operations.
 
 In
February 2008, the FASB issued FSP FAS 157-2, "Effective Date of FASB Statement
No. 157." FSP FAS 157-2 delayed the effective date of SFAS No. 157 "Fair Value
Measurements" from 2008 to 2009 for all nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). The adoption of
the provisions of SFAS No. 157 related to nonfinancial assets and nonfinancial
liabilities on January 1, 2009 did not have a material impact on the Company’s
Financial Statements. See Note 3, "Fair Value," on pages 10 and 11 for SFAS No.
157 disclosures.
 
 In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51. SFAS 160
requires that ownership interests in subsidiaries held by parties other than the
parent (previously referred to as minority interests), and the amount of
consolidated net income, be clearly identified, labeled and presented in the
consolidated financial statements. It also requires once a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value. Sufficient disclosures are
required to clearly identify and distinguish between the interests of the parent
and the interests of the noncontrolling owners as components of equity. It is
effective for fiscal years beginning after December IS, 2008, and requires
retroactive adoption of the presentation and disclosure requirements for
existing minority interests. All other requirements are applied prospectively.
The Group is currently evaluating the impact of SFAS 160 on the Company’s
financial statements.
 
 In
December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations,
("SFAS 141(R)"). SFAS 141(R) retains the fundamental requirements of the
original pronouncement requiring that the purchase method be used for all
business combinations, but also provides revised guidance for recognizing and
measuring identifiable assets and goodwill acquired and liabilities assumed
arising from contingencies, the capitalization of in-process research and
development at fair value, and the expensing of acquisition-related costs as
incurred. SFAS 141(R) is effective for fiscal years beginning after December 15,
2008. The Group will evaluate how the new requirements could impact the
accounting for any acquisitions completed beginning in fiscal 2009 and beyond,
and the potential impact on the Company’s financial
statements.
 F-8
  China
Green, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 June 30,
2009
 
 
 Note 2 Going
Concern
 
 As
reflected in the accompanying financial statements, the Company has a net loss
of $10,480 and net cash used in operations of $16,353 for the period ended June
30, 2009; and a working capital deficit of $24,280, deficit accumulated during
the development stage of $24,281 and a stockholder’s deficit of $24,280 at June
30, 2009.  In addition, the Company is in the development stage and
has not yet generated any revenues. The ability of the Company to continue as a
going concern is dependent upon the Company's ability to further implement its
business plan and to continue to raise funds through debt or equity
raises.  The financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as
a going concern.
 
 Note 3 Loan Payable –
Related Party
 
 During
the period ended June 30, 2009, the Company’s stockholder loaned the Company
$23,903. These advances are non-interest bearing, unsecured and due on
demand.
 
 Note 4 Stockholder’s
Deficit
 
 During
the period ended June 30, 2009, the Company issued 100,000 shares of common
stock to its founder, having a fair value of $1 ($0.00001/share), for
pre-incorporation services.
 
 Note 5 Income
Taxes
 
 SFAS 109
requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and the tax
basis of assets and liabilities, and for the expected future tax benefit to be
derived from tax losses and tax credit carry forwards.  SFAS 109
additionally requires the establishment of a valuation allowance to reflect the
likelihood of realization of deferred tax assets.
 
 The
Company has a net operating loss carry forward for tax purposes totaling $24,281
at June 30, 2009, expiring through the year 2028. Internal Revenue Code Section
382 places a limitation on the amount of taxable income that can be offset by
carry forwards after a change in control (generally greater than a 50% change in
ownership).  Temporary differences, which give rise to a net deferred
tax asset, are as follows:
 
 Significant
deferred tax assets at June 30, 2009 are as follows:
 
 Gross
      deferred tax assets:Net
      operating loss carry forwards
                      
                      $
                      7,447Total
      deferred tax
      assets
                      
                      
                      7,447Less: valuation allowance
                      
                      
                      (7,447
                      )Net
      deferred tax asset
      recorded
                      
                      $
                      -
 
 The
valuation allowance at January 31, 2009 was $7,107. The net change in valuation
allowance during the period ended June 30, 2009, was an increase of $340.  In
assessing the realizability of deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred income tax
assets will not be realized.  The ultimate realization of deferred
income tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become
deductible.  Management considers the scheduled reversal of deferred
income tax liabilities, projected future taxable income, and tax planning
strategies in making this assessment.  Based on consideration of these
items, management has determined that enough uncertainty exists relative to the
realization of the deferred income tax asset balances to warrant the application
of a full valuation allowance as of June 30, 2009.
  F-9
  China
Green, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 June 30,
2009
 
 
 
 The
actual tax benefit differs from the expected tax benefit for the period ended
June 30, 2009 (computed by applying the U.S. Federal Corporate tax rate of 34%
to income before taxes) as follows:
 
 Expected
      tax expense (benefit) – Federal
                    
                    $
                    (7,447
                    )Change
      in valuation allowance
                    
                    
                    7,447Actual
      tax expense (benefit)
                    
                    $
                    -
 F-10
  
 ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
 Our accountant is Parker Randall CF (H.K.) CPA Limited, independent
certified public accountants. We do not presently intend to change accountants.
At no time have there been any disagreements with such accountants regarding any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
 
 ITEM
9A (T).  CONTROLS AND PROCEDURES
 
 Evaluation
of disclosure controls and procedures
 
 Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as June 30, 2009. Based on this
evaluation, our principal executive officer and principal financial officers
have concluded that our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in the reports we file or
submit under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the Securities and Exchange Commission’s
rules.
 
 MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule
13a-15(f) under the Exchange Act over the registrant. The Company’s
internal control over financial reporting is designed to provide reasonable
assurance to the Company’s management and Board of Directors regarding the
preparation and fair presentation of published financial statements in
accordance with United State’s generally accepted accounting
principles (US GAAP), including those policies and procedures that: (i) pertain
to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with US
GAAP and that receipts and expenditures are being made only in accordance with
authorizations of management and directors of the company, and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.  Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control— Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Management’s assessment included an evaluation of the design of our
internal control over financial reporting and testing of the operational
effectiveness of our internal control over financial reporting. Based on this
assessment, Management concluded the Company maintained effective internal
control over financial reporting as of June 30, 2009.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those
systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and
presentation.  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 our 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.
   12
  PART
III
 
 ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 Directors and Executive
Officers
 
 Set forth
below are the names of our directors, officers and significant employees, their
ages, all positions and offices that they hold with us, the period during which
they have served as such, and their business experience during at least the last
five years. The directors will serve until the next annual meeting of the
stockholders or until their successors are elected or appointed and qualified.
Executive officers will serve at the board's discretion.
 
 Name
                  
                  Age
                  
                  PositionTai
      Chi Yip
                  
                  27
                  
                  President,
      Chief Executive Officer, Chief   Financial Officer,
      Treasurer, Secretary and
Director
 
 The
following summarizes the occupation and business experience for our officers,
directors, key employees and advisory board:
 
 Tai
Chi Yip, 27, Director, Chief Executive Officer and Chief Financial
Officer
 
 Mr. Tai
is the Chief Executive Officer and founder of Glorious Pie. He is primarily in
charge of day to day corporate strategy, corporate planning and overall
management of Glorious Pie. Mr. Tai has profound experience in the finance
industry including experience in HSBC and Procter & Gamble (P&G) as a
Financial Analyst. He holds a bachelor’s degree in Economics and Finance from
the Hong Kong University of Science and Technology.
 
 Committees
 
 We do not
have a standing audit, nominating or compensation committee or any committee
performing a similar function, although we may form such committees in the near
future.
 
 Audit
Committee and Audit Committee Financial Expert
 
 We do not
currently have an audit committee financial expert, nor do we have an audit
committee. Our Board which is currently composed of only one member handles the
functions that would otherwise be handled by an audit committee. We are in the
process of searching for a qualified independent expert who would be willing to
serve on our board and who would be willing to act as an audit committee
financial expert. Before retaining any such expert, our board would make a
determination as to whether such person is independent.
 
 Independent
Directors
 
 No member
of our Board qualifies as an "independent director" under the listing
requirements of NASDAQ.
 
 As we
increase the membership of our Board of Directors, we may add directors who
qualified as "independent directors," establish Board committees on which such
independent directors may serve and adopt written Board committee charters, as
appropriate, to assist in corporate governance.
 
 13
  Director
Compensation
 
 No cash
compensation was paid to any member of our Board of Directors for services as a
director during the fiscal year ended June 30, 2009 and 2008. We have no
standard arrangement pursuant to which our board of directors is compensated for
their services in their capacity as directors. The Board may award special
remuneration to any director undertaking any special services on behalf of our
company other than those services ordinarily required of a director. All
authorized out-of-pocket expenses incurred by a director on our behalf will be
subject to reimbursement upon our receipt of required supporting document of
such expenses. No director received and/or accrued any compensation for his
services as a director, including committee participation and/or special
assignments.
 
 Family
Relationships
 
 There are
no family relationships among our directors or officers.
 
 Code
of Ethics
 
 On August
13, 2009, our Board adopted a Code of Ethics to which our Chief Executive
Officer, Chief Financial Officer, and any person who may perform similar
functions are subject. Currently, Mr. Tai is our only officer subject to the
Code of Ethics. If we retain additional officers in the future to act as our
principal financial officer, principal accounting officer, controller or persons
serving similar functions, they would become subject to our Code of
Ethics.
 
 The Code
of Ethics does not indicate the consequences of a breach of the code. If there
is a breach, the Board would review the facts and circumstances surrounding the
breach and take action that it deems appropriate, which action may include
dismissal of the employee who breached the code. Currently, since Mr. Tai serves
as a director and since he is a controlling stockholder, he is largely
responsible for evaluating his own conduct under the Code of Ethics and
determining what action to take in the event of his own breach of the Code of
Ethics.
 
 Item
11. Executive Compensation
 
 Summary
Compensation Table
 
 The
following table shows for the periods ended June 30, 2009 and June 30, 2008,
compensation awarded to or paid to, or earned by, our officer and
director.
 
 Name
                  
                  Year
                  
                  
                  Salary
                    ($)
                  
                  
                  Bonus
                    ($)
                  
                  
                  Stock
                    Awards
                    ($)
                  
                  
                  Option
                    Awards
                    ($)
                  
                  
                  Non-Equity
                    Incentive Plan
                    Compensation
                    ($)
                  
                  
                  Nonqualified
                    Deferred
                    Compensation
                    Earnings
                    ($)
                  
                  
                  All Other
                    Compensation
                    ($)
                  
                  
                  Total
                    ($)Tai
      Chi Yip
                  
                  
                  2009
                  
                  
                  
                  1
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1Chief
      Executive Officer
                  
                  
                  2008
                  
                  
                  
                  1
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1
 
 Outstanding
Equity Awards
 
 Our
officer and director do not have unexercised options, stock that has not vested,
or equity incentive plan awards.
 
 Compensation
of Directors
 
 Our
director does not receive compensation for their services as
directors.
  14
 
 Employment
Contracts, Termination of Employment, Change-in-Control
Arrangements
 
 There is
no employment or other contracts or arrangements with officer or director. There
are no compensation plans or arrangements, including payments to be made by us,
with respect to our officers, directors or consultants that would result from
the resignation, retirement or any other termination of such directors, officers
or consultants from us. There are no arrangements for directors, officers,
employees or consultants that would result from a
change-in-control.
 
 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
 
 The
following table sets forth certain information regarding our common stock
beneficially owned on October 6, 2009, for (i) each stockholder known to be the
beneficial owner of 5% or more of our outstanding common stock, (ii) each
executive officer and director, and (iii) all executive officers and directors
as a group.
 Name
                  
                  Number
      of Shares Beneficially Owned
                  
                  
                  Percent
      of Shares (1)Tai
      Chi Yip
                  
                  
                  10,355,000
                  
                  
                  
                  82.84
                  %Wong
      Pak Fai, Phillip
                  
                  
                  625,000
                  
                  
                  
                  5
                  %Officer
      and Directors as a Group
                  
                  
                  10,355,000
                  
                  
                  
                  82.84
                  %
 
 (1)
                  Based
      upon 12,500,000 shares of common stock issued and outstanding as of
      October 13, 2009
 
 
 Item
13. Certain Relationships and Related Transactions, and Director
Independence
 
 Related
Transactions
 
 On August
13, 2009, we entered into a Share Exchange and Stock Purchase Agreement with
Glorious Pie, the Glorious Pie shareholder (the “Glorious Pie Shareholder”) and
the representative of our investors. At the closing of the share exchange and
stock purchase (the “Share Exchange”), and pursuant to the terms of the Share
Exchange and Stock Purchase Agreement, we acquired all of the issued and
outstanding common stock of Glorious Pie from the Glorious Pie Shareholder in
exchange for our issuance of 10,355,000 common shares to the Glorious Pie
Shareholder (the “Exchange Shares”). The Exchange Shares represent approximately
82.84% of our common stock issued and outstanding after the closing of the Share
Exchange. Concurrently with the Share Exchange, we issued 332,000 shares of our
common stock to 296 Investors who purchased our shares in the Regulation S
Offering. The 332,000 common shares constitute 2.66% of our issued and
outstanding common stock at the Closing. As a result of the Share Exchange,
Glorious Pie became our wholly-owned subsidiary.
 
 On August
12, 2009, we issued Mr. Wong, our then President and Director, 254,166 shares of
our common stock, at par value $0.00001 per share, as compensation for services
that he rendered as our then President, Treasurer and Secretary.
 
 Director
Independence
  Our Board
has determined that the sole member of our Board does not qualify as an
"independent director" in accordance with the listing requirements of
NASDAQ.
  Item 14. Principal Accounting Fees and Services.
 
 Effective
August 25, 2009, we changed our fiscal year end from July 31 to June 30. Berman
& Company, P.A. (“Berman”) was our independent registered public accounting
firm engaged to examine our consolidated financial statements for the fiscal
year ended July 31, 2008. Parker Randall CF (H.K.) CPA
Limited  (“Parker Randall”) was our independent registered public
accounting firm engaged to examine our financial statements for the fiscal years
ended June 30, 2009.
  Fees
for the fiscal years ended July 31, 2008 and June 30, 2009
  15
  Audit Fees.Berman
was paid fees of approximately $2,764 for the fiscal years ended July 31, 2008,
for professional services rendered for the audit of our annual financial
statements. Parker Randall was paid fees of approximately $2,000 for the fiscal
years ended June 30, 2009 for professional services rendered for the audit of
our annual financial statements and review of our quarterly financial
statements.
 Audit Related Fees.Berman was
not paid additional fees that are not reported under the paragraph captioned
“Audit Fees” above for the fiscal year ended July 31, 2008 for assurance and
related services reasonably related to the performance of the audit or review of
our financial statements. Parker Randall was not paid additional fees that are
not reported under the paragraph captioned “Audit Fees” above for the fiscal
year ended June 30, 2009 for assurance and related services reasonably related
to the performance of the audit and review of our financial
statements.
  Tax Fees.The
aggregate fees billed in the fiscal years ended July 31, 2008 and June 30, 2009
for professional services rendered by the principal accountant for tax
compliance, tax advice and tax planning were approximately $2,764 and $10,000,
respectively.
 All
Other Fees: We
did not incur any other fees related to services rendered by our principal
accountant for the fiscal years ended July 31, 2008 and June 30,
2008.
  PART
IV
 
 ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
 a)
Documents filed as part of this Annual Report
 
 1.
Financial Statements
 
 2.
Financial Statement Schedules
 
 3.
Exhibits
 
 Exhibit No.
                  Title
      of Document31.1
                  Certification
      of Tai Chi Yip pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
                  Certification
      of Tai Chi Yip pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.
  16
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 
 
 CHINA
      GREEN, INC.Date:
      October 13, 2009
                  By:
                  /s/ Tai
      Chi YipTai
      Chi Yip
                    Chief
      Executive Officer
                    Chief
      Financial Officer