UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K




o       Annual Report Pursuant To
      Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the fiscal year ended: December 31, 2009xTransition Report Under Section
      13 or 15(d) of the Securities Exchange Act of
  1934For
      the transition period from April 30, 2009 to January 1,
    2010





Commission file number:333-153574





CHINA EXECUTIVE EDUCATION
CORP.


(Exact
name of small business issuer as specified in its charter)




NEVADA
            75-3268300(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)Hangzhou
      MYL Business Administration Consulting Co. Ltd.Room
      307, Hualong Business Building,110 Moganshan Road, Hangzhou,
      P.R.China  310005(Address
      of Principal Executive Offices and Zip Code)(86) 0571-8880-8109(Registrant’s
      Telephone Number, Including Area
Code)





Securities
      registered pursuant to Section 12(b) of the Act:
      None
              
              Securities
      registered pursuant to Section 12(g) of the Act: Common Stock,
      $0.001 par value


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 oNo 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xNo o




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




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   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 definition for “large accelerated filer,” “accelerated filer,” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check
one):




Large
Accelerated Filer  o     
 Non-Accelerated Filer  o      
Accelerated Filer  o       
Smaller Reporting Company  x




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




The
aggregate market value of the common stock held by non-affiliates (3, 510,000
shares), based on the closing market price ($ 0.15 per share) of the common
stock as of December 31, 2009 was $ 526,500.




There
were a total of 22,000,000 shares of the registrant’s common stock outstanding
as of April 14, 2010.





Documents Incorporated by
Reference: None











TABLE
OF CONTENTS




PART
      IITEM
      1. BUSINESS
              2ITEM
      1A. RISK FACTORS
              5ITEM
      1B.  UNRESOLVED STAFF COMMENTS
              15ITEM
      2.  PROPERTIES
              15ITEM
      3. LEGAL PROCEEDINGS
              15PART
      IIITEM
      5.   MARKET FOR OUR REGISTRANT’S COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES.
              16ITEM
      6. SELECTED FINANCIAL DATA
              16ITEM
      7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS
              17ITEM
      7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
              25ITEM
      8. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA
              26ITEM
      9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE
              26ITEM
      9A(T).  CONTROLS AND PROCEDURES.
              26ITEM
      9B.  OTHER INFORMATION
              27PART
      IIIITEM 10.
       DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE
              28ITEM
      11.  EXECUTIVE COMPENSATION
              30ITEM
      12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS
              31ITEM 13.
       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
              32ITEM
      14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
              33PART
      IVITEM
      15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
              34





Certain
financial information included in this transition report has been derived from
data originally prepared in Renminbi (“RMB”), the currency of the People’s
Republic of China (“China” or “PRC”). For purposes of this transition report,
“U.S. dollar,” “$” and “US$” refers to the legal currency of the United States.
For all U.S. dollar amounts reported, the dollar amount has been calculated on
the basis that $1 = RMB6.8282 for its audited balance sheet at December 31,
2009  which were determined based on the currency conversion rate at
the end of each respective period. The conversion rates of $1 = RMB6.8314 is
used for the consolidated statement of income and comprehensive income and
consolidated statement of cash flows for its December 31, 2009, which were based
on the average currency conversion rate for each respective period.




Special
Note Regarding Forward Looking Statements




The
following discussion of the financial condition and results of operations should
be read in conjunction with the consolidated financial statements and related
notes thereto. The following discussion contains forward-looking statements.
China Executive Education Corp. is referred to herein as “we”, “us”, “our”, the
“Registrant” or the “Company.” The words or phrases “would be,” “will allow,”
“expect to,” “intends to,” “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimate,” or similar expressions are intended to
identify forward-looking statements. Such statements include those concerning
our expected financial performance, our corporate strategy and operational
plans. Actual results could differ materially from those projected in the
forward-looking statements as a result of a number of risks and uncertainties,
including: (a) those risks and uncertainties related to general economic
conditions in China, including regulatory factors that may affect such economic
conditions; (b) whether we are able to manage our planned growth efficiently and
operate profitable operations, including whether our management will be able to
identify, hire, train, retain, motivate and manage required personnel or that
management will be able to successfully manage and exploit existing and
potential market opportunities; (c) whether we are able to generate sufficient
revenues or obtain financing to sustain and grow our operations; and (d) whether
we are able to successfully fulfill our primary requirements for cash which are
explained below under “Liquidity and Capital Resources.” Unless otherwise
required by applicable law, we do not undertake, and we specifically disclaim
any obligation, to update any forward-looking statements to reflect occurrences,
developments, unanticipated events or circumstances after the date of such
statement.











PART
I




ITEM
1. BUSINESS




Overview




We operate comprehensive business
training programs through our controlled affiliates and subsidiaries in Hangzhou
and Shanghai, which are two prosperous and commercial cities of China. Our
executive training programs are designed to fit the needs of Chinese
entrepreneurs, and to improve their leadership skill, management skills and
marketing skills, as well as bottom-line results. Our comprehensive business
training initiatives integrate research-based, proprietary content with
processes that are specifically and explicitly connected to the critical
business issues that most private Chinese companies are facing. This allows the
trainees to better utilize achieve their potentials and better align individual
goals and competencies with organizational objectives of their employers or
business. We have developed 22 training courses which include a core course,
named “Seven Essential Classes for Business Executives”.





We derive our sales revenue from
selling our proprietary training courses. We also generate sales revenue from
our “Featured Lectures” events which are organized by us periodically with the
presence of world masters or well-known keynote speakers. In 2009, we have
organized four (4) such Featured Lectures in Shanghai. The featured speakers are
Mr. Mark Hansen, Writer of Chicken Soup for the Soul,
Roger Dawson, a top US negotiator, Joe Girard, a top sales executive and
keeper of Guinness Record, and Mr. John C. Maxwell, the “World Master of
Leadership”.





We sell our training programs through
our own sales team which consists of a sales staff of 220. We also promote our
services through the internet. Our websites are www.magicyourlife101.com
and www.myl101.com . The
domain name of www.magicyourlife101.com
was registered by Mr. Kaien LIANG in the name of Surmounting Limit Marketing
Adviser Limited (Shanghai). The registered operator of this website is Shanghai
Kaiye Investment Consulting Co., Ltd..  The domain name of www.myl101.com is
registered by Dreamer Marketing Adviser (Shanghai) Co., Ltd.. The registered
operator of this website is MYL Commercial.




Our principal executive offices are
located at Hangzhou MYL Business Administration Consulting Co. Ltd., Room 307,
Hualong Business Building, 110 Moganshan Road, Hangzhou,
P.R.China  310005 and our telephone number is (86)
0571-8880-8109.




Available
Information




We are required to file annual,
quarterly and current reports, proxy statements and other information required
by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with
the Securities and Exchange Commission (the “SEC”). You may read and copy any
document we file with the SEC at the SEC’s Public Reference Room located at 100
F Street, N.E., Washington, DC 20549. Information on the operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains an internet website at http://www.sec.gov, from
which interested persons can electronically access our SEC filings.




Corporate
History & Background




We were incorporated under the laws of
the State of Nevada, U.S. on May 9, 2008, under the name of On Demand Heavy Duty
Corp. From our inception until our reverse acquisition of Surmounting Limit
Marketing Adviser Limited, a Hong Kong corporation (“SLM”) on February 12, 2010,
we were in the development stage as defined under Statement on Financial
Accounting Standards No. 7, Development Stage Enterprises (“SFAS No.7”) and
intended to commence business operations by purchasing and distributing
eco-friendly building supplies for sale throughout Europe and North
America.




On February 12, 2010, we acquired all
of the outstanding capital stock SLM, through China Executive Education Corp., a
Nevada corporation (the “Merger Sub”) wholly owned by the
Company.  SLM is a holding company whose asset, held through a
subsidiary, is 100% of the registered capital of Hangzhou MYL Business
Administration Consulting Co., Ltd. (“MYL Business”), a limited liability
company organized under the laws of the People’s Republic of China (“China” or
“PRC”). Substantially all of SLM's operations are conducted in China through MYL
Business, and through contractual arrangements with several of MYL Business’s
consolidated affiliated entities in China, including Hangzhou MYL Commercial
Services Co., Ltd. (“MYL Commercial”) and its subsidiaries.MYL Commercial is a
fast-growing executive education company with dominant operation in Shanghai,
the commercial center of China.














In connection with the
acquisition, the following transactions took place:





▪
            The
      Merger Sub issued 20 shares of the common stock of the Merger Sub which
      constituted no more than 10% ownership interest in the Merger Sub to the
      shareholders of SLM, in exchange for all the shares of the capital stock
      of SLM (the “Share Exchange” or “Merger”). The 10 shares of the common
      stock of the Merger Sub were converted into approximately 21,560,000
      shares of the common stock of the Company so that upon completion of the
      Merger, the shareholders of SLM own approximately 98% of the common stock
      of the Company.





▪
            Post
      the transaction contemplated in the Merger Agreement, there were
      22,000,000 shares of common stock issued and
  outstanding.





▪
            Cody
      Love resigned as the Company’s Chief Executive Officer, Secretary and
      Treasurer on Feb 12, 2010.





▪
            Kaien
      Liang, Chairman of SLM and MYL Business, was elected to serve on our
      Board of Directors as Chairman of, and was appointed as Chief Executive
      Officer of the Company.





▪
            Pokai
      Hsu, Chief Executive Officer of SLM and MYL Business, was appointed
      as Chief Operating Officer of the
Company.





▪
            Tingyuan
      Chen, Chief Strategy Officer of SLM and MYL Business, was appointed as
      Chief Strategy Officer of the
Company.





▪
            Zhiwei
      Huang, Chief Financial Officer of SLM and MYL Business, was appointed as
      Chief Financial Officer of the
Company.





▪
            As
      part of the Merger, pursuant to a stock purchase agreement (the “Stock
      Purchase Agreement”), the Company transferred all of the outstanding
      capital of its subsidiary, On Demand Heavy Duty Holdings,
      Inc.  (“Holdings”) to certain of its shareholders in exchange
      for the cancellation of 3,000,000 shares of the Company’s common stock
      (the “Split Off Transaction”).  Holdings was engaged in the
      business of Internet travel planning.  To date, Holdings’
      activities were limited to capital formation, organization, setup of a
      website and development of its business plan and target customer
      market.  Following the Merger and the Split-Off Transaction, the
      Company discontinued its former business and is now engaged in the
      executive education business.





▪
            As
      part of the Merger, the Company’s name was changed from “On Demand Heavy
      Duty Corp.” to the Merger Sub’s name “China Executive Education
      Corp.”





As
a result of these transactions, persons affiliated with Surmounting Limit
Marketing Adviser Limited now own securities that in the aggregate
represent approximately 98% of the equity in the Company.





Corporate
Structure




We conduct our operations in China
through MYL Business and through contractual arrangements with several of MYL
Business’s consolidated affiliated entities in China, including Hangzhou MYL
Commercial Services Co., Ltd. (“MYL Commercial”) and its subsidiaries. The
following chart reflects our current organizational structure:


































*non-active subsidiaries with
no operations.







COMPETITION





We face the competition on two
different fronts. First is from the major Chinese university and business
schools. They provide EMBA program targeting on corporation executives and
entrepreneurs. The most popular EMBA programs available in China are from
Euro-China International Business College in Shanghai, Cheung Kong Graduate
School of Business, Tsinghua University and Shanghai Jiaotong University, etc.
These universities’ EMBA programs provide their students with approximately 300
hours of formal in-class training programs in the curriculum and issue degree
certificates to students at graduation. The tuition ranges from RMB 60,000
(approximately USD 9,000) to RMB 568,000 (approximately USD 85,000) for the
entire program. The top business schools enroll 400–600 students annually. Due
to the strict admission requirements, many young and less qualified candidates
are turned away. This increases the market opportunities for China Executive
Education’s programs.












Open-enrollment programs provided by
private education institutions, like ours, have emerged and constituted serious
competition to the top business schools that provide formal executive training
programs. These peer companies also constitute direct competition with us.
Jucheng Group (founded in 2003 in Shenzhen), Action Success International
Education Group (founded in 2001 in Shanghai), and Sparta Group (founded in 2002
in Beijing) are the most prominent companies in our business sector. We compete
with them primarily on the basis of training courses, lecturers, prices,
effectiveness of training execution and our brand name. Since those three
companies have been in business longer than us and they have cross-region
presence, they possess their strength in market coverage and pricing. We believe
that we have a competitive advantage in our international network and broad
offering.





OUR
STRATEGIES, RISKS AND UNCERTAINTIES





In order
to enhance our position as one of the top executive education providers in
China, we intend to expand our network, promote our brand name, create
increasingly channels and explore new opportunities. Our ability to realize our
business objectives and execute our strategies is subject to risks and
uncertainties, including the following:





▪
            Our
      limited operating history for our current operations and the short history
      of an executive education sector that make it difficult to evaluate the
      viability and prospects of our
business.





▪
            Competition
      from present and future competitors in China’s growing executive education
      market





▪
            The
      possibility that the PRC government could determine that the agreements
      that establish our operating structure do not comply with PRC government
      restrictions on foreign investment in the executive education industry,
      which could potentially subject us to severe
  penalties.





These
risks and uncertainties, along with others, are also described in the Risk
Factors section of this transition report on Form 10-K.




ITEM
1A. RISK FACTORS




An
investment in our common stock or other securities involves a number of
risks.  You should carefully consider each of the risks described
below before deciding to invest in our common stock.  If any of the
following risks develops into actual events, our business, financial condition
or results of operations could be negatively affected, the market price of our
common stock or other securities could decline and you may lose all or part of
your investment.





The
risk factors presented below are all of the ones that we currently consider
material. However, they are not the only ones facing our
Company.  Additional risks not presently known to us, or which we
currently consider immaterial, may also adversely affect us.  There
may be risks that a particular investor views differently from us, and our
analysis might be wrong.  If any of the risks that we face actually
occur, our business, financial condition and operating results could be
materially adversely affected and could differ materially from any possible
results suggested by any forward-looking statements that we have made or might
make.  In such case, the trading price of our common stock could
decline, and you could lose part or all of your investment.





We have a limited operating
history, which may make it difficult for you to evaluate our business and
prospects.





We did
not begin our business operations until after merger aforementioned in February
12, 2010. Accordingly, we have a limited operating history for our current
operations upon which you can evaluate the viability and sustainability of our
business and its acceptance by private business owners and executives. It is
also difficult to evaluate the viability of our business model because we do not
have sufficient experience to address the risks frequently encountered by early
stage companies using new means to deliver education programs and entering new
and rapidly evolving markets. These circumstances may make it difficult for you
to evaluate our business and prospects.





Our senior management and
employees have worked together for a short period of time, which may make it
difficult for you to evaluate their effectiveness and ability to address
challenges.





Due to
our limited operating history and recent additions to our management team,
certain of our senior management and employees have worked together at our
company for only a relatively short period of time. As a result, it may be
difficult for you to evaluate the effectiveness of our senior management and
other key employees and their ability to address future challenges to our
business.












Failure to manage our growth
could strain our management, operational and other resources, which could
materially and adversely affect our business and growth
potential.





We have
been rapidly expanding, and plan to continue expansion of our operations in
China. We will continue to expand our operations to meet the demands of
customers for executive training for larger and more diverse market coverage.
This expansion has resulted in substantial demands on our management resources.
To manage our growth, we must develop and improve our existing administrative
and operational systems and, our financial and management controls and further
expand, train and manage our work force. We have already begun selling our
executive education training program through our sales agents who operate in the
inland provinces and may in the future expand our presence to some major cities
in China. As we continue this effort, we may incur substantial costs and expend
substantial resources in connection with any such expansion. We may encounter
difficulties when we expand into other cities or if we begin operations in other
inland provinces in China due to different business practice, local government
regulations and cultural factors. We may not be able to manage our current or
future cross-region operations effectively and efficiently or compete
effectively in such markets. We cannot assure you that we will be able to
efficiently or effectively manage the growth of our operations, recruit top
talent and train our personnel. Any failure to efficiently manage our expansion
may materially and adversely affect our business and future growth.





We may need additional
capital and we may not be able to obtain it, which could adversely affect our
liquidity and financial position.





To
further expand our executive education business, we may require additional cash
resources. If these sources are insufficient to satisfy our cash requirements,
we may seek to sell additional equity or debt securities or obtain a credit
facility. The sale of convertible debt securities or additional equity
securities could result in additional dilution to our shareholders. The
incurrence of indebtedness would result in increased debt service obligations
and could result in operating and financing covenants that would restrict our
operations and liquidity.








Our
ability to obtain additional capital on acceptable terms is subject to a variety
of uncertainties, including:





·
            Investors’
      perception of, and demand for, securities of alternative executive
      education companies;





·
            Conditions
      of the U.S. and other capital markets in which we may seek to raise
      funds;





·
            Our
      future results of operations, financial condition and cash
      flows;





·
            PRC
      governmental regulation of foreign investment in executive education
      companies in China;





·
            Economic,
      political and other conditions in
China;





·
            PRC
      governmental policies relating to foreign currency
    borrowings.





We cannot
assure you that financing will be available in amounts or on terms acceptable to
us, if at all. Any failure by us to raise additional funds on terms favorable to
us could have a material adverse effect on our liquidity and financial
condition.





We may be subject to
intellectual property infringement claims, which may force us to incur
substantial legal expenses and, if determined adversely against us, may
materially disrupt our business.





We cannot
be certain that our lectures or other aspects of our business do not or will not
infringe upon patents, copyrights or other intellectual property rights held by
third parties. Although we are not aware of any such claims, we may become
subject to legal proceedings and claims from time to time relating to the
intellectual property of others in the ordinary course of our business. If we
are found to have violated the intellectual property rights of others, we may be
enjoined from using such intellectual property, and we may incur licensing fees
or be forced to develop alternatives. In addition, we may incur substantial
expenses in defending against these third party infringement claims, regardless
of their merit. Successful infringement or licensing claims against us may
result in substantial monetary liabilities, which may materially and adversely
disrupt our business.














If the PRC government finds
that the agreements that establish the structure for operating our China
business do not comply with PRC governmental restrictions on foreign investment
in the executive education industry, we could be subject to severe
penalties.





Substantially
all of our operations are or will be conducted through our indirectly
wholly-owned operating subsidiaries in China, which we collectively refer to as
our PRC operating subsidiaries, and through our contractual arrangements with
our consolidated affiliated entities in China. PRC regulations still have strict
restriction on foreign entities operating in the executive education industry in
China. Accordingly, our PRC operating subsidiaries which are directly owned by
non-PRC subsidiaries of ours, which we collectively refer to as wholly-foreign
owned, or WOFE, operating subsidiaries, are currently ineligible to apply for
the required licenses for providing executive education services in China. Our
non-PRC subsidiaries are ineligible to apply for such required licenses too. As
such, our executive education businesses are currently primarily provided
through contractual arrangements between our WOFE operating subsidiaries and our
consolidated affiliated entities in China, which we collectively refer to as our
PRC operating affiliates. These PRC operating affiliates include MYL Commercial,
MYL Business, Hangzhou Gongshu MYL Training School and Shanghai MYL Business
Administration Consulting Co. Ltd. Accordingly, our executive education
businesses are currently conducted by (i) our indirect PRC operating
subsidiaries and (ii) our PRC operating affiliates. Our PRC operating
affiliates, which we control through contractual relationship are owned by
either (i) one or more PRC citizens designated by us, (ii) one or more
PRC entities owned by our subsidiaries or by our designated appointees or
(iii) a combination of PRC citizens and PRC entities owned by our
subsidiaries designated by us or our designated appointees. Our PRC operating
affiliates, certain of their respective subsidiaries and certain of our indirect
PRC operating subsidiaries hold the requisite licenses to provide executive
education services in China. Our PRC operating affiliates and their respective
subsidiaries directly operate our executive education business. While our
indirect PRC operating subsidiaries are eligible for the required licenses for
providing executive education services in China and some of our indirect PRC
operating subsidiaries have obtained such licenses, we have been using and are
expected to continue to use PRC operating affiliates and their subsidiaries to
operate a significant portion of our executive education business for the
foreseeable future. We have entered into contractual arrangements with PRC
operating affiliates and their respective subsidiaries, pursuant to which we,
through our PRC operating subsidiaries or non-PRC subsidiaries, provide
technical support and consulting services to our PRC operating affiliates and
their subsidiaries. In addition, we have entered into agreements with our PRC
operating affiliates and each of their shareholders which provide us with the
substantial ability to control these affiliates and their existing and future
subsidiaries.





If the
PRC government finds that the agreements that establish the structure for
operating our China business do not comply with PRC governmental restrictions on
foreign investment in the executive education industry, the PRC government may
impose the following penalties:





·
            Revoking
      the business and operating licenses of our PRC subsidiaries and
      affiliates;





·
            Discontinuing
      or restricting our PRC subsidiaries’ and affiliates’
      operations;





·
            Imposing
      conditions or requirements with which we or our PRC subsidiaries and
      affiliates may not be able to
comply;





·
            Requiring
      us or our PRC subsidiaries and affiliates to restructure the relevant
      ownership structure or operations;
or





·
            Restricting
      or prohibiting our use of the proceeds of this offering to finance our
      business and operations in China.





·
            The
      imposition of any of these penalties would result in a material and
      adverse effect on our ability to conduct our
  business.





We rely on contractual
arrangements with MYL Commercial and its subsidiaries and shareholders for
a substantial portion of our China operations, which may not be as effective in
providing operational control as direct ownership.





We rely
on contractual arrangements with MYL Commercial and its subsidiaries and
shareholders to operate our executive education business. For a description of
these contractual arrangements, see “Corporate Structure” and “Related Party
Transactions”. These contractual arrangements may not be as effective in
providing us with control over MYL Commercial as direct ownership. If we had
direct ownership of MYL Commercial, we would be able to exercise our rights as a
shareholder to effect changes in the board of directors of MYL Commercial which
in turn could effect changes, subject to any applicable fiduciary obligations,
at the management level. However, under the current contractual arrangements, as
a legal matter, if MYL Commercial or any of its subsidiaries and shareholders
fails to perform its or his respective obligations under these contractual
arrangements, we may have to incur substantial costs and resources to enforce
such arrangements, and rely on legal remedies under PRC law, including seeking
specific performance or injunctive relief, and claiming damages, which we cannot
assure you to be effective. For example, if the shareholders of MYL Commercial
were to refuse to transfer his equity interest in MYL Commercial to us or our
designee when we exercise the purchase option pursuant to these contractual
arrangements, or if the shareholders of MYL Commercial were otherwise to act in
bad faith toward us, then we may have to take legal action to compel them to
fulfill their contractual obligations.





Many of
these contractual arrangements are governed by PRC law and provide for the
resolution of disputes through either arbitration or litigation in the PRC.
Accordingly, these contracts would be interpreted in accordance with PRC law and
any disputes would be resolved in accordance with PRC legal procedures. The
legal environment in the PRC is not as developed as in other jurisdictions, such
as the United States. As a result, uncertainties in the PRC legal system could
limit our ability to enforce these contractual arrangements. In the event we are
unable to enforce these contractual arrangements, we may not be able to exert
effective control over our operating entities, and our ability to conduct our
business may be negatively affected.












Contractual
arrangements we have entered into among our subsidiaries and affiliated entities
may be subject to scrutiny by the PRC tax authorities and a finding that we owe
additional taxes or are ineligible for our tax exemption, or both, could
substantially increase our taxes owed, and reduce our net income and the value
of your investment.





Under
PRC law, arrangements and transactions among related parties may be subject
to audit or challenge by the PRC tax authorities. If any of the transactions we
have entered into among our subsidiaries and affiliated entities are found not
to be on an arm’s-length basis, or to result in an unreasonable reduction in tax
under PRC law, the PRC tax authorities have the authority to disallow our tax
savings, adjust the profits and losses of our respective PRC entities and assess
late payment interest and penalties.





As a
result of this risk, you should evaluate our results of operations and financial
condition without regard to these tax savings.





Our business is dependent
upon the PRC government’s educational policies and programs.





As a
provider of educational services, we are dependent upon governmental educational
policies. Almost all of our revenue to date has been generated from the sale of
lectures and materials relating to executive training. To the extent that the
government adopts policies changes that significantly alter what is allowed in
China, our products could become obsolete, which would affect our ability to
generate revenue and operate profitably. We cannot assure you that the PRC
government agencies would not adopt such changes.





We are subject to numerous
PRC rules and regulations which restrict the scope of our business and could
have a material adverse impact on us.





We are
subject to numerous rules and regulations in the PRC, including, without
limitation, restrictions on foreign ownership of internet and education
companies and regulation of Internet content. Many of the rules and regulations
that we face are not explicitly communicated, but arise from the fact that
education and the internet are politically sensitive areas of the
economy.  We are not aware that any of our agreements or our current
organizational structure is in violation of any governmental requirements or
restrictions, explicit or implicit.  However, there can be no
assurance that we are in compliance now, or will be in the
future.  Moreover, operating in the PRC involves a high risk that
restrictive rules and regulations could change.  Indeed, even changes
of personnel at certain ministries of the government could have a negative
impact on us.  The determination that our structure or agreements are
in violation of governmental rules or regulations in the PRC would have a
material adverse impact on us, our business and on our financial
results.





Our business may be subject
to seasonal and cyclical fluctuations in sales.





We may
experience seasonal fluctuations in our revenue in some regions in the PRC,
based on economic situation and the tendency of executives to make commitment
relating to their education during the year.  Any seasonality may
cause significant pressure on us to monitor the development of materials
accurately and to anticipate and satisfy these requirements.





Our business is subject to
the health of the PRC economy.





The
purchase of educational lectures and materials not provided by the state
educational system is discretionary and dependent upon the ability and
willingness of executives and businesses to spend available funds on extra
educational products. A general economic downturn either in our market or a
general economic downturn in the PRC could have a material adverse effect on our
revenue, earnings, cash flow and working capital.





We depend on our senior
officers to manage and develop our business.





Our
success depends on the management skills of Mr. Kaien Liang, Chairman and Chief
Executive Officer, and his relationships with educators, administrators and
other business contacts.  We also depend on successfully recruiting
and retaining highly skilled and experienced authors, teachers, managers, sales
persons and other personnel who can function effectively in the
PRC.  In some cases, the market for these skilled employees is highly
competitive.  We may not be able to retain or recruit such personnel,
which could materially and adversely affect our business, prospects and
financial condition.  We do not maintain key person insurance on these
individuals.  The loss of Mr. Hsu would delay our ability to implement
our business plan and would adversely affect our business.





We may not be successful in
protecting our intellectual property and proprietary rights.





Our
intellectual property consists of lectures and formats, which are contained in
our library, and courseware which we developed by engaging authors and educators
to develop these materials.  Our proprietary products are primarily
protected by trade secret laws.  Although we require our authors and
employees to sign confidentiality and non-disclosure agreements, we cannot
assure you that we will be able to enforce those agreements or that our authors
and software development employees will not be able to develop competitive
products that do not infringe upon our proprietary rights. We do not know the
extent that PRC courts will enforce our proprietary rights.














Others may bring defamation
and infringement actions against us, which could be time-consuming, difficult
and expensive to defend.





As a
distributor of educational materials, we face potential liability for
negligence, copyright, patent or trademark infringement and other claims based
on the nature and content of the materials that we publish or
distribute.  Any claims could result in us incurring significant costs
to investigate and defend regardless of the final outcome.  We do not
carry general liability insurance that would cover any potential or actual
claims. The commencement of any legal action against us or any of our
affiliates, whether or not we are successful in defending the action, could both
require us to suspend or discontinue the distribution of some or a significant
portion of our educational materials and require us to allocate resources to
investigating or defending claims.





We depend upon the
acquisition and maintenance of licenses to conduct our business in the
PRC.





In order
to conduct business in the PRC, we need licenses from the appropriate government
authorities, including general business licenses and an education service
provider license.  The loss or failure to obtain or maintain these
licenses in full force and effect will have a material adverse impact on our
ability to conduct our business and on our financial condition.





Our growth may be inhibited
by the inability of potential customers to fund purchases of our products and
services.





Many
businesses in the PRC, do not have sufficient funds to purchase textbooks,
educational materials or lectures and course materials.  In addition,
provincial and local governments may not have the funds to support the
implementation of a curriculum using our educational products or may allocate
funds to programs which are different from our products. Our failure to be able
to sell our products and services to students in certain areas of the PRC may
inhibit our growth and our ability to operate profitably.





Changes in the policies of
the government in the PRC could significant impact our ability to operate
profitably.





The
economy of the PRC is a planned economy subject to five-year and annual plans
adopted by the government that set down national economic development
goals.  Government policies can have significant effect on the
economic conditions of the PRC generally and the educational system in
particular.  Although the government in the PRC has confirmed that
economic development will follow a model of market economy under socialism, a
change in the direction of government planning may materially affect our
business, prospects and financial condition.





Inflation in the PRC could
negatively affect our profitability and growth.





While the
economy in the PRC has experienced rapid growth, such growth has been uneven
among various sectors of the economy and in different geographical areas of the
country. Rapid economic growth can lead to growth in the money supply and rising
inflation. If prices for our services rise at a rate that is insufficient to
compensate for the rise in our costs, it may have an adverse effect on
profitability. In order to control inflation in the past, the government has
imposed controls in bank credits, limits on loans for fixed assets purchase, and
restrictions on state bank lending. Such an austerity policy can lead to a
slowing economic growth which could impair our ability to operate
profitably.





If we make any acquisitions,
they may disrupt or have a negative impact on our business.





If we
make acquisitions, we could have difficulty integrating personnel and operations
of the acquired companies with our own. In addition, the key personnel of the
acquired business may not be willing to work for us. We cannot predict the
affect expansion which may have on our core business. Regardless of whether we
are successful in making an acquisition, the negotiations could disrupt our
ongoing business, distract our management and employees and increase our
expenses. In addition to the risks described above, acquisitions are accompanied
by a number of inherent risks, including, without limitation, the
following:





·
            The
      difficulty of integrating acquired products, services or
      operations;





·
            The
      potential disruption of the ongoing businesses and distraction of our
      management and the management of acquired
  companies;





·
            The
      difficulty of incorporating acquired rights or products into our existing
      business;





·
            Difficulties
      in disposing of the excess or idle facilities of an acquired company or
      business and expenses in maintaining such
  facilities;














·
            Difficulties
      in maintaining uniform standards, controls, procedures and
      policies;





·
            The
      potential impairment of relationships with employees and customers as a
      result of any integration of new management
  personnel;





·
            The
      potential inability or failure to achieve additional sales and enhance our
      customer base through cross-marketing of the products to new and existing
      customers;





·
            The
      effect of any government regulations which relate to the business
      acquired;





·
            Potential
      unknown liabilities associated with acquired businesses or product lines,
      or the need to spend significant amounts to retool, reposition or modify
      the marketing and sales of acquired products or the defense of any
      litigation, whether of not successful, resulting from actions of the
      acquired company prior to our
acquisition.





Our
business could be severely impaired to the extent that we are unable to succeed
in addressing any of these risks or other problems encountered in connection
with these acquisitions, many of which cannot be presently identified, these
risks and problems could disrupt our ongoing business, distract our management
and employees, increase our expenses and adversely affect our results of
operations.





Our operations and assets in
the PRC are subject to significant political and economic
uncertainties.





Government
policies are subject to rapid change, and the government of the PRC may adopt
policies which have the effect of hindering private economic activity and
greater economic decentralization. There is no assurance that the government of
the PRC will not significantly alter its policies from time to time without
notice in a manner which reduces or eliminates any benefits from its present
policies of economic reform. In addition, a substantial portion of productive
assets in the PRC remains government-owned. For instance, all lands are state
owned and leased to business entities or individuals through governmental
granting of state-owned land use rights. The granting process is typically based
on government policies at the time of granting, which could be lengthy and
complex. The government of the PRC also exercises significant control over its
economic growth through the allocation of resources, controlling payment of
foreign currency and providing preferential treatment to particular industries
or companies. Uncertainties may arise with changing of governmental policies and
measures. In addition, changes in laws and regulations, or their interpretation,
or the imposition of confiscatory taxation, restrictions on currency conversion,
imports and sources of supply, devaluations of currency, the nationalization or
other expropriation of private enterprises, as well as adverse changes in the
political, economic or social conditions in the PRC, could have a material
adverse effect on our business, results of operations and financial
condition.





Recent regulations relating
to offshore investment activities by PRC residents may increase the
administrative burden we face and create regulatory uncertainties that could
restrict our overseas and cross-border investment activity, and a failure by our
shareholders who are PRC residents to make any required applications and filings
pursuant to such regulations may prevent us from being able to distribute
profits and could expose us and our PRC resident shareholders to liability under
PRC law.





The PRC
National Development and Reform Commission, or NDRC, and SAFE recently
promulgated regulations that require PRC residents and PRC corporate entities to
register with and obtain approvals from relevant PRC government authorities in
connection with their direct or indirect offshore investment activities. These
regulations apply to our shareholders who are PRC residents and may apply to any
offshore acquisitions that we make in the future.





Under the
SAFE regulations, PRC residents who make, or have previously made, direct or
indirect investments in offshore companies will be required to register those
investments. In addition, any PRC resident who is a direct or indirect
shareholder of an offshore company is required to file with the local branch of
SAFE, with respect to that offshore company, any material change involving
capital variation, such as an increase or decrease in capital, transfer or swap
of shares, merger, division, long term equity or debt investment or creation of
any security interest over the assets located in China. If any PRC shareholder
fails to make the required SAFE registration, the PRC subsidiaries of that
offshore parent company may be prohibited from distributing their profits and
the proceeds from any reduction in capital, share transfer or liquidation, to
their offshore parent company, and the offshore parent company may also be
prohibited from injecting additional capital into their PRC subsidiaries.
Moreover, failure to comply with the various SAFE registration requirements
described above could result in liability under PRC laws for evasion of
applicable foreign exchange restrictions.














The PRC tax authorities may
require us to pay additional taxes in connection with our acquisitions of
offshore entities that conducted their PRC operations through their affiliates
in China.





Our
operations and transactions are subject to review by the PRC tax authorities
pursuant to relevant PRC laws and regulations. However, these laws, regulations
and legal requirements change frequently, and their interpretation and
enforcement involve uncertainties. For example, in the case of some of our
acquisitions of offshore entities that conducted their PRC operations through
their affiliates in China, we cannot assure you that the PRC tax authorities
will not require us to pay additional taxes in relation to such acquisitions. In
the event that the sellers failed to pay any taxes required under PRC law in
connection with these transactions, the PRC tax authorities might require us to
pay the tax, together with late-payment interest and penalties.





If any of our PRC affiliates
becomes the subject of a bankruptcy or liquidation proceeding, we may lose the
ability to use and enjoy those assets, which could reduce the size of our
executive education distribution network and materially and adversely affect our
business, ability to generate revenue and the market price of our
stock.





To comply
with PRC laws and regulations relating to foreign ownership restrictions in the
executive education business, we currently conduct our operations in China
through contractual arrangements with MYL Commercial, its shareholders and
subsidiaries. As part of these arrangements, MYL Commercial and its subsidiaries
hold certain of the assets that are important to the operation of our business.
If any of these entities goes bankrupt and all or part of their assets become
subject to liens or rights of third-party creditors, we may be unable to
continue some or all of our business activities, which could materially and
adversely affect our business, financial condition and results of operations. If
any of MYL Commercial and its subsidiaries undergoes a voluntary or involuntary
liquidation proceeding, its shareholders or unrelated third-party creditors may
claim rights to some or all of these assets, thereby hindering our ability to
operate our business, which could materially and adversely affect our business,
our ability to generate revenue and the market price of our stock.





Restrictions on currency
exchange may limit our ability to utilize our revenues
effectively.





Substantially
all of our revenues and operating expenses are denominated in Renminbi. The
Renminbi is currently convertible under the “current account,” which includes
dividends, trade and service-related foreign exchange transactions, but not
under the “capital account”, which includes foreign direct investment and loans.
Currently, MYL Business may purchase foreign exchange for settlement of “current
account transactions”, including payment of dividends to us, without the
approval of the State Administration of Foreign Exchange. However, we cannot
assure you that the relevant PRC governmental authorities will not limit or
eliminate our ability to purchase foreign currencies in the future. Since a
significant amount of our future revenues will be denominated in Renminbi, any
existing and future restrictions on currency exchange may limit our ability to
utilize revenues generated in Renminbi to fund our business activities outside
China, if any, or expenditures denominated in foreign currencies. Foreign
exchange transactions under the capital account are still subject to limitations
and require approvals from, or registration with, the State Administration of
Foreign Exchange and other relevant PRC governmental authorities. This could
affect MYL Business’s ability to obtain foreign exchange through debt or equity
financing, including by means of loans or capital contributions from
us.





Because
our earnings and cash and cash equivalent assets are denominated in Renminbi and
the net proceeds from this offering will be denominated in U.S. dollars,
fluctuations in exchange rates between U.S. dollars and Renminbi will affect the
relative purchasing power of these proceeds and our balance sheet and earnings
per share in U.S. dollars following this offering. In addition, appreciation or
depreciation in the value of the Renminbi relative to the U.S. dollar would
affect our financial results reported in U.S. dollar terms without giving effect
to any underlying change in our business or results of operations. Since
July 2005 the Renminbi is no longer pegged solely to the U.S. dollar.
Instead, it is reported to be pegged against a basket of currencies, determined
by the People’s Bank of China, against which it can rise or fall by as much as
0.3% each day. This change in policy has resulted in the gradual increase in the
value of the Renminbi against the U.S. dollar over time. As of March 31,
2009, the Renminbi had appreciated approximately 17.4% against the U.S. dollar
since July 21, 2005. On March 31, 2008, the Renminbi was valued
against the U.S. dollar at approximately RMB6.8240 to the U.S. dollar. The
Renminbi may appreciate or depreciate significantly in value against the U.S.
dollar in the long term, depending on the fluctuation of the basket of
currencies against which it is currently valued or it may be permitted to enter
into a full float, which may also result in a significant appreciation or
depreciation of the Renminbi against the U.S. dollar. Fluctuations in the
exchange rate will also affect the relative value of any dividend we issue in
the future which will be exchanged into U.S. dollars and earnings from and the
value of any U.S. dollar-denominated investments we make in the
future.





Very
limited hedging transactions are available in China to reduce our exposure to
exchange rate fluctuations. To date, we have not entered into any hedging
transactions in an effort to reduce our exposure to foreign currency exchange
risk. We do not intend to enter into any hedging transactions. Even if we may
decide to enter into hedging transactions in the future, the availability and
effectiveness of these hedges may be limited and we may not be able to
successfully hedge our exposure at all. In addition, our currency exchange
losses may be magnified by PRC exchange control regulations that restrict our
ability to convert Renminbi into foreign currency.














Price controls may affect
both our revenues and net income.





The laws
of the PRC provide the government broad power to fix and adjust prices. We need
to obtain government approval in setting our prices for classroom coursework and
tutorials. Although the sale of educational materials over the Internet is not
presently subject to price controls, we cannot give you any assurance that they
will not be subject to controls in the future. To the extent that we are subject
to price control, our revenue, gross profit, gross margin and net income will be
affected since the revenue we derive from our services will be limited and we
may face no limitation on our costs. As a result, we may not be able to pass on
to our students any increases in costs we incur, or any increases in the costs
of our faculty. Further, if price controls affect both our revenue and our
costs, our ability to be profitable and the extent of our profitability will be
effectively subject to determination by the applicable PRC regulatory
authorities.





Our operations may not
develop in the same way or at the same rate as might be expected if the PRC
economy were similar to the market-oriented economies of most developed
countries.





The
economy of the PRC has historically been a nationalistic, “planned economy,”
meaning it functions and produces according to governmental plans and pre-set
targets or quotas. In certain aspects, the PRC’s economy has been making a
transition to a more market-oriented economy, although the government imposes
price controls on certain products and in certain industries. However, we cannot
predict the future direction of these economic reforms or the effects these
measures may have. The economy of the PRC also differs from the economies of
most developed countries including with respect to the amount of government
involvement, level of development, growth rate, control of foreign exchange and
allocation of resources. As a result of these differences, our business may not
develop in the same way or at the same rate as might be expected if the economy
of the PRC were similar to those of other developed countries.





Because our officers and
directors reside outside of the United States, it may be difficult for you to
enforce your rights against them or enforce United States court judgments
against them in the PRC.





Our
directors and our executive officers reside in the PRC and all of our assets are
located in the PRC. It may therefore be difficult for United States investors to
enforce their legal rights, to effect service of process upon our directors or
officers or to enforce judgments of United States courts predicated upon civil
liabilities and criminal penalties of our directors and officers under federal
securities laws. Further, it is unclear if extradition treaties now in effect
between the United States and the PRC would permit effective enforcement of
criminal penalties of the federal securities laws.





We may have limited legal
recourse under PRC law if disputes arise under contracts with third
parties.





All of
our agreements, which are made by our PRC subsidiaries, are governed by the laws
of the PRC. The PRC legal system is a civil law system based on written
statutes. Accordingly decided legal cases have little precedential value. The
government of the PRC has enacted some laws and regulations dealing with matters
such as corporate organization and governance, foreign investment, commerce,
taxation and trade. However, these laws are relatively new and their experience
in implementing, interpreting and enforcing these laws and regulations is
limited. Therefore, our ability to enforce commercial claims or to resolve
commercial disputes may be uncertain. The resolution of these matters may be
subject to the exercise of considerable discretion by the parties charged with
enforcement of the applicable laws. Any rights we may have to specific
performance or to seek an injunction under PRC law may be limited, and without a
means of recourse, we may be unable to prevent these situations from occurring.
The occurrence of any such events could have a material adverse effect on our
business, financial condition and results of operations.





Because we may not be able
to obtain business insurance in the PRC, we may not be protected from risks that
are customarily covered by insurance in the United States.





Business
insurance is not readily available in the PRC. To the extent that we suffer a
loss of a type which would normally be covered by insurance in the United
States, such as product liability and general liability insurance, we would
incur significant expenses in both defending any action and in paying any claims
that result from a settlement or judgment.





Because our funds are held
in banks which do not provide insurance, the failure of any bank in which we
deposit our funds could affect our ability to continue in
business.





Banks and
other financial institutions in the PRC do not provide insurance for funds held
on deposit. As a result, in the event of a bank failure, we may not have access
to funds on deposit. Depending upon the amount of money we maintain in a bank
that fails, our inability to have access to our cash could impair our
operations, and, if we are not able to access funds to pay our suppliers,
employees and other creditors, we may be unable to continue in
business.














Failure to comply with the
United States Foreign Corrupt Practices Act could subject us to penalties and
other adverse consequences.





We are
subject to the United States Foreign Corrupt Practices Act, which generally
prohibits United States companies from engaging in bribery or other prohibited
payments to foreign officials for the purpose of obtaining or retaining
business. Foreign companies, including some that may compete with us, are not
subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft
and other fraudulent practices occur from time-to-time in the PRC. We can make
no assurance, however, that our employees or other agents will not engage in
such conduct for which we might be held responsible. If our employees or other
agents are found to have engaged in such practices, we could suffer severe
penalties and other consequences that may have a material adverse effect on our
business, financial condition and results of operations.





Fluctuations in the exchange
rate could have a material adverse effect upon our business.





We
conduct our business in the Renminbi. The value of the Renminbi against the U.S.
dollar and other currencies may fluctuate and is affected by, among other
things, changes in political and economic conditions. On July 21, 2005, the PRC
government changed its decade old policy of pegging its currency to the U.S.
currency. Under the current policy, the Renminbi is permitted to fluctuate
within a narrow and managed band against a basket of certain foreign currencies.
This change in policy has resulted in an approximately 17% appreciation of the
Renminbi against the U.S. dollar between July 21, 2005 and March 23, 2009.
However, there remains significant international pressure on the PRC government
to adopt an even more flexible currency policy, which could result in a further
and more significant appreciation of the RMB against the U.S. dollar. To the
extent our future revenues are denominated in currencies other the United States
dollars, we would be subject to increased risks relating to foreign currency
exchange rate fluctuations which could have a material adverse affect on our
financial condition and operating results since our operating results are
reported in United States dollars and significant changes in the exchange rate
could materially impact our reported earnings.





Recent recalls of PRC
products may affect the market for our stock.





Although
we do not sell consumer products in the international market, the recent recalls
of PRC products in the United States and elsewhere could affect the market for
our stock by causing investors to invest in companies that are not based on the
PRC.





Certain of our stockholders
control a significant amount of our common stock.





Approximately
80% of our outstanding common stock is owned by our chairman, Mr. Kaien
Liang.  Mr. Liang presently has the voting power to elect all of the
directors and approve any transaction requiring stockholder
approval.





The terms on which we may
raise additional capital may result in significant dilution and may impair our
stock price.





We cannot
assure you that we will be able to get additional financing on any terms, and,
if we are able to raise funds, it may be necessary for us to sell our securities
at a price which is at a significant discount from the market price and on other
terms which may be disadvantageous to us. In connection with any such financing,
we may be required to provide registration rights to the investors and pay
damages to the investor in the event that the registration statement is not
filed or declared effective by specified dates. The price and terms of any
financing which would be available to us could result in both the issuance of a
significant number of shares and significant downward pressure on our stock
price.





Risks
Associated with Investing in our Common Stock





The rights of the holders of
common stock may be impaired by the potential issuance of preferred
stock.





Although
we do not have any authorized preferred stock at the moment, we cannot assure
you that there will not be preferred stock in the future, which may have
superior liquidation rights, voting rights and other rights.





Failure to achieve and
maintain effective internal controls in accordance with Section 404 of the
Sarbanes-Oxley Act could have a material adverse effect on our business and
operating results and stockholders could lose confidence in our financial
reporting.





Internal
controls are necessary for us to provide reliable financial reports and
effectively prevent fraud. If we cannot provide reliable financial reports or
prevent fraud, our operating results could be harmed. Under the current SEC
regulations, we will be required to include a management report on internal
controls over financial reporting in our Form 10-K annual report for the year
ended December 31, 2009, and we will be required to include an auditor’s report
on internal controls over financial reporting for the year ended December 31,
2010. Failure to achieve and maintain an effective internal control environment,
regardless of whether we are required to maintain such controls, could also
cause investors to lose confidence in our reported financial information, which
could have a material adverse effect on our stock price. Although we are not
aware of anything that would impact our ability to maintain effective internal
controls, we have not obtained an independent audit of our internal controls,
and, as a result, we are not aware of any deficiencies which would result from
such an audit. We cannot assure you that we do not have, and will not have any
deficiencies in our control systems and that there will be no room for their
further improvement.  Further, at such time as we are required to comply
with the internal controls requirements of Sarbanes Oxley, we may incur
significant expenses in having our internal controls audited and in implementing
any changes which are required.














Because of our cash
requirements and potential government restrictions, we may be unable to pay
dividends.





Payment
of dividends to our shareholders would require payment of dividends by our PRC
subsidiaries to us. This, in turn, would require a conversion of Renminbi into
US dollars and repatriation of funds to the United States. Although our
subsidiaries’ classification as wholly-owned foreign enterprises under PRC law
permits them to declare dividends and repatriate their funds to us in the United
States, any change in this status or the regulations permitting such
repatriation could prevent them from doing so. Any inability to repatriate funds
to us would in turn prevent payments of dividends to our
shareholders.





Because we may be subject to
the “penny stock” rules, you may have difficulty in selling our common
stock.





Because
our stock price is less than $5.00 per share, our stock may be subject to the
SEC’s penny stock rules, which impose additional sales practice requirements and
restrictions on broker-dealers that sell our stock to persons other than
established customers and institutional accredited investors. The application of
these rules may affect the ability of broker-dealers to sell our common stock
and may affect your ability to sell any common stock you may own.





According
to the SEC, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include:





·
            Control
      of the market for the security by one or a few broker-dealers that are
      often related to the promoter or
issuer;





·
            Manipulation
      of prices through prearranged matching of purchases and sales and false
      and misleading press releases;





·
            “Boiler
      room” practices involving high pressure sales tactics and unrealistic
      price projections by inexperienced sales
  persons;





·
            Excessive
      and undisclosed bid-ask differentials and markups by selling
      broker-dealers; and





·
            The
      wholesale dumping of the same securities by promoters and broker-dealers
      after prices have been manipulated to a desired level, along with the
      inevitable collapse of those prices with consequent investor
      losses.








As an issuer of “penny
stock” the protection provided by the federal securities laws relating to
forward looking statements does not apply to us.





Although
the federal securities law provide a safe harbor for forward-looking statements
made by a public company that files reports under the federal securities laws,
this safe harbor is not available to issuers of penny stocks. As a result, if we
are a penny stock we will not have the benefit of this safe harbor protection in
the event of any based upon an claim that the material provided by us contained
a material misstatement of fact or was misleading in any material respect
because of our failure to include any statements necessary to make the
statements not misleading.





Our stock price may be
affected by our failure to meet projections and estimates of earnings developed
either by us or by independent securities analysts.





Although
we do not make projections relating to our future operating results, our
operating results may fall below the expectations of securities analysts and
investors. In this event, the market price of our common stock would likely be
materially adversely affected.





The volatility of and
limited trading market in our common stock may make it difficult for you to sell
our common stock for a positive return on your investment.





The
public market for our common stock has historically been very limited. Over the
last two years, the market price for our common stock has not been traded. Any
future market price for our shares is likely to be very volatile. Further, our
common stock is not actively traded, which may amplify the volatility of our
stock. These factors may make it more difficult for you to sell shares of common
stock.












The registration and
potential sale, either pursuant to a prospectus or pursuant to Rule 144, by
certain of our selling stockholders of a significant number of shares could
encourage short sales by third parties.





There may
be significant downward pressure on our stock price caused by the sale or
potential sale of a significant number of shares by certain of our selling
stockholders pursuant to this prospectus, which could allow short sellers of our
stock an opportunity to take advantage of any decrease in the value of our
stock. The presence of short sellers in our common stock may further depress the
price of our common stock.





If the
selling stockholders sell a significant number of shares of common stock, the
market price of our common stock may decline. Furthermore, the sale or potential
sale of the offered shares pursuant to a prospectus and the depressive effect of
such sales or potential sales could make it difficult for us to raise funds from
other sources.





ITEM
1B.  UNRESOLVED STAFF COMMENTS




None.




ITEM
2.  PROPERTIES




All land
in the PRC is owned by the government and cannot be sold to any individual or
entity. Instead, the government grants or allocates landholders a "land use
right," which we sometimes refer to informally as land ownership. There are four
methods to acquire land use rights in the PRC: (1) grant of the right to use
land; (2) assignment of the right to use land; (3) lease of the right to use
land; and (4) allocated land use rights In comparison with Western common law
concepts, granted land use rights are similar to life estates and allocated land
use rights are in some ways similar to leaseholds. Granted land use rights are
provided by the government in exchange for a grant fee, and carry the rights to
pledge, mortgage, lease, and transfer within the term of the grant. Land is
granted for a fixed term, generally 70 years for residential use, 50 years for
industrial use, and 40 years for commercial and other use. The term is renewable
in theory. Unlike the typical case in Western nations, granted land must be used
for the specific purpose for which it was granted.  Allocated land use
rights are generally provided by the government for an indefinite period
(usually to state-owned entities) and cannot be pledged, mortgaged, leased, or
transferred by the user. Allocated land can be reclaimed by the government at
any time. Allocated land use rights may be converted into granted land use
rights upon the payment of a grant fee to the government.





MYL Business operates in two offices,
one of which is located at Room 307, Hualong Business Building, 110 Moganshan
Road, Gongshu District, Hangzhou, China. This office consists of approximately
517 square feet which we leased from Ms. Weili Yan and Mr.  Xiaowei
Zhu for $4,878 a year. The agreement will be renewed every year. The other
office is located in Cimic Square, 800 Shangcheng Road, Pudong Mew District,
Shanghai, China. This office consists of approximately 17,018 square feet which
we leased from Shanghai Shengkang Cimic Realty Investment Co., Ltd. for $278,817
a year. The agreement will be renewed every other year.


MYL
Business holds the Certificate of Ownership of property of the People’s Republic
of China, which indicates:





Certificate
      No.
            
            Location
            
            Purpose
            
            Area
      (sq.m.)
            
            Registration
      dateF.Q.Z.K.Z.No.
      A94134
            
            1-12-2
      Building No.56, Haiyi Residential Quarters, Dalian Economic &
      Technology Development Zone
            
            Residential
            
            72.03
            
            October
      13, 2009





*Under
the law of the PRC, the registered owner to the property shall be deemed the
legal and beneficial owner thereof. Therefore, MYL Business lawfully owns the
said apartment.




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.











PART
II




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




Market
Information




Our common stock is
currently quoted on the OTC Bulletin Board maintained by the NASD under the
symbol CECX.OB.  The transfer agent for our common stock is West Coast
Stock Transfer Corp. There were no trading activities for our common stock for
the fiscal quarters covered by this transition report, and the high and low
closing bid prices for our common stock were not available for the fiscal
quarters indicated.




Holders




On December 31, 2009, there were
approximately 30 stockholders of record of our common stock.  The number of
record holders does not include persons who held our common stock in nominee or
“street name” accounts through brokers.




Dividend
Policy


On
January 30, 2010, directors of SLM decided to distribute a regular cash dividend
of $ 1,352,953(9,250,000
RMB) from the retained earnings for the fiscal year of 2009 to the then
shareholder of the SLM.
 The Company has not declared or paid dividends in the past and may choose to do
so in the future. Any decision as to the payment of dividends will depend on the
available earnings, the capital requirements of our Company, our general
financial condition and other factors deemed pertinent by our Board of
Directors.


Securities
Authorized for Issuance under Equity Compensation Plans




We presently do not have any equity
based or other long-term incentive programs. In the future, we may adopt and
establish an equity-based or other long-term incentive plan if it is in the best
interest of the Company and our stockholders to do so.




Recent
Sales of Unregistered Securities




None.




ITEM 6. SELECTED FINANCIAL
DATA




As a “smaller reporting company,” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.











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




You
should read the following discussion and analysis of our financial condition and
results of operations in conjunction with our consolidated financial statements
and the related notes included elsewhere in this document. The following
discussion contains forward-looking statements. China Executive Education
Corp.  is referred to herein as “we”, “us”, “our”, or the “Company.”
The words or phrases “would be,” “will allow,” “expect to”, “intends to,” “will
likely result,” “are expected to,” “will continue,” “is anticipated,”
“estimate,” or similar expressions are intended to identify forward-looking
statements. Such statements include, among others, those statements concerning
our expected financial performance, our corporate strategy and operational
plans. Actual results could differ materially from those projected in the
forward-looking statements as a result of a number of risks and uncertainties,
including, among others: (a) those risks and uncertainties related to general
economic conditions in China, including regulatory factors that may affect such
economic conditions; (b) whether we are able to manage our planned growth
efficiently and operate profitable operations, including whether our management
will be able to identify, hire, train, retain, motivate and manage required
personnel or that management will be able to successfully manage and exploit
existing and potential market opportunities; (c) whether we are able to generate
sufficient revenues or obtain financing to sustain and grow our operations; and
(d) whether we are able to successfully fulfill our primary requirements for
cash which are explained below under “Liquidity and Capital Resources”. Unless
otherwise required by applicable law, we do not undertake, and we specifically
disclaim any obligation, to update any forward-looking statements to reflect
occurrences, developments, unanticipated events or any other circumstances after
the date of such statement unless required by law. For additional information
regarding these risks and uncertainties, see “Risk Factors”. Our consolidated
financial statements have been prepared in accordance with U.S. GAAP. In
addition, our consolidated financial statements and the financial data included
in this document reflect the Merger and have been prepared as if our current
corporate structure had been in place throughout the relevant
periods.





Overview





We are a
fast-growing executive education company in China and mainly operate through MYL
Business.  We operate comprehensive training programs through our
controlled companies and subsidiaries in Hangzhou and Shanghai, two prosperous
and commercial cities of China. We provide Chinese business executives with
systematic training in leadership development. We also provide highly
effective personal skill development programs, such as, decision making skills,
negotiation skills, presentation skills and people skills. Such practical skills
development programs have been well accepted by increasing number of Chinese
entrepreneurs, business executives and corporation senior
management.





Our
open-enrollment training programs include our proprietary training courses and
featured lectures. Our proprietary training courses include one package of 7
courses for CEO and C-Level managers, as well as 21 leadership and personal
development courses, which are on the topic of management skills, negotiation
skills, leadership skills, public speaking skills, etc.  Featured
Lectures are delivered by world masters invited by us.  Those world
masters are experts or well-known speakers in each relevant
field.  Lectures are delivered to a large audience. MYL Business’s
network of speaking professionals is a leading platform in China at
inspiring audiences to new levels of motivation and commitment.


Since the
formal launching of our operation in April 2009, we have provided our training
programs to 2,874 of Chinese business owners and executives. They come from
different provinces and from different industries. And, they also represent
different sizes of business.  Some of our top corporation clients have
millions of dollars in sales, such as Tieniu Group, Jiangsu Shenhua Real Estate
Co., Ltd., Beijing Holliland Enterprise Investment Management Co., Ltd., WanLong
Ski Resort, and Shenzhen Baoan Fenda Industrial Co., Ltd.




Top Five Clients
            Enrollment Fee PaidTieniu
      Group
            $940,849.19Jiangsu
      Shenhua Real Estate Co., Ltd.
            $341,712.44Beijing
      Holliland Enterprise Investment Management Co., Ltd.
            $242,108.34WanLong
      Ski Resort
            $188,978.03Shenzhen
      Baoan Fenda Industrial Co., Ltd.
            $93,844.8





In year
2009, with eight months of operation, we have generated RMB 62.44 million
(approximately USD 9.14 million) in revenue and RMB 25.09 million (approximately
USD 3.31 million) of net profit. Both client base and sales have experienced
continuous growth from month to month.





Our
Industry





We
operate in China’s professional training industry, which is one of the fastest
growing sectors in China’s education industry. According to the China Education
Yearbook, China’s total educational expenditures were approximately RMB1 214.8
billion in 2007 (approximately $178.6 billion), representing a compound annual
growth rate, or CAGR, of approximately 15.4%, since 2000, as illustrated in the
following chart. The school system run by the State and local government
accounts for over 60% of the funding and expenditure.













Annual
Education Expenditure of China





RMB
Billion










According
to the Report of Investment
Analysis and Prospect of China Training Industry 2010-2015, as of the end
of 2007, the estimated size of the vocational training and professional training
market was around RMB 300 billion (approximately USD 44 billion). And as one of
the major segments of the professional training industry, China’s executive
training has emerged and grown rapidly in the last few years.  The
market was estimated with a size about RMB 2 billion (approximately $294
million) in 2002; then was increased to over RMB 16 billion (approximately 2.35
billion) in 2004, and jumped to RMB 30 billion (approximately $4.41 billion) in
2006.





China’s
professional training industry has also been further divided in more
sub-segments, such as, career development training, foreign language training,
technique and skills training, and executive training. As Chinese companies and
working force confront competition in the global market, the needs for steady
improvement of the skills and efficiency on different levels will stimulate
continuing growth in demand for specialized professional education services in
different fields.





Executive
training is a special business segment. The target clients for executive
training business are corporation executives, C-level managers and private
business owners. The training programs mainly include leadership development,
corporation strategy, decision making and other personal skill development.
China’s executive education sector is characterized with the following
nature:





·
            Young
      and in early development stage. In comparison with other professional
      training segments, China’s executive training industry is young and just
      has 10 years history. It was first introduced by foreign education
      institute to top Chinese business schools in late 1990s, then expanded to
      the private sector with many active participants.·
            Strong
      market demand. Driven by the booming Chinese economy and spirit of
      entrepreneurism in the private business sector,  demand for
      open-enrollment and easy access high-level education program from more
      than 6 million of  Chinese private business owners and over 10
      million business executives in China is
strong.


·
            Fragmented
      market. Because low entry barrier, now there are thousands of executive
      training providers in China. There is no dominant player in the national
      market yet.  According to the study conducted by China
      Investment & Industry Research Center, there were more than 70,000
      training companies nationwide, of which more than 10,000 located in
      Beijing and Shanghai, but quite few of them have generated RMB 10 million
      or more of sales revenue annually.





Factors
Affecting Our Results of Operation





The
increase in our operating results was attributable to a number of factors, which
include the strong market demand for quality executive training programs in
China, and our effective execution of our business formation plan in Hangzhou
and Shanghai, We believe that our business model and quick establishment in the
target market have given us a considerable advantage over our
competitors.  We expect our business will continue its growth in the
years to come, and our future growth will depend primarily on the following
factors:














Increasing
Domestic Spending in Executive Training in China





The
demand for our training program is directly related to the training spending in
China. The increase in training spending is largely determined by the economic
conditions in our country. According to the data released by National Bureau of
Statistics of China on January 21, 2010, China’s economy has expanded by 8.7% in
2009, and its annual growth rate has been in the range of 8% to 13% in the
recent decade. We believe the fast growing economy is going to generate more
demand for professional training, including business executive training
programs. We expect the training spending in China will maintain its
double-digit growth in the years to come.  However, we cannot give you
any assurance that post growth will continue or stay the same.





Increasing
Numbers of Private Businesses





According
to the Report of
Investment Analysis and Prospect of China Training Industry 2010-2015by
China Investment & Industry Research Center in January 2010, there were
approximately 31.5 million of small and middle-sized business in China in 2006,
increased by 11.2% compared to 2005, and in the coming three years, the number
of small and middle-sized company is expected to keep growing at annual growth
rate of 7%-8%. It is estimated that by 2012, the number of small and
middle-sized company will reach approximately 50 million. The business owners
and executives are eager to improve their skills of management, leadership,
marketing, negotiating and investment skills.





Promotion
of Our Brand Name to Attract More Clients Cross the Country





We plan
to promote our brand name, Magic Your LifeTM in
China. We believe that the enhancement of public awareness to our brand name
will help to broaden our client base all over China.





Network
with and Retain More Featured Lecturers





Since
Featured Lectures are one of the major revenue generating venues for us, we need
to expand business networking and retain more top talent (“masters”) to our
lecturer and guest speaker team.  In 2010, we intend to host more
Featured Lectures or large session events to attract more enrollments and sell
our programs to more clients.





New
Training Program Offered for the Affluent Second Generation





As China
becomes the country with the second largest number of billionaires and its
number of highly affluent people increases, the inheritance of the wealth and
business has become a big concern in the nation and for families. We intend to
develop and launch our special training programs for the children of the most
affluent Chinese. The program will help this specific group of clients to
improve their business management skills and personal skills.  We
believe that this business initiative will help to further expand our business
in the coming years.





Intellectual
Property


MYL
Business has officially filed with the respective trademark offices in the PRC,
Hong Kong, and the U.S. the application for registration of   (FORBOSS Business Mentor Group) as a registered
trademark. Such application is subject to review and authorization by the
respective trademark offices. In Hong Kong, the said application is pending as
it has been challenged by third parties. Ms. Chiayeh LIN, one of the management
of MYL, has officially filed with the trademark office of the PRC the
application for registration of  (Magic
You Life) as registered trademark. Such application is subject to review and
authorization by the trademark office of the PRC.





Mr. Kaien
Liang, our Chairman and controlling shareholder of MYL, is of the author of the
books Who Is The Next
Magic? and Never Say
Impossible, which sell in thousands. Meanwhile, Mr. Pokai Hsu, is the
author of How to be No.1 in
China.





Marketing





We market
our executive training service directly to business executives. As of December
31, 2009, we had 220 sales and marketing personnel. Our sales team generates
sales and sales leads through telemarketing campaigns, mass-mailing campaigns,
and business referrals. We also market our training program by organizing or
sponsoring business seminars or other social and business events.





We will
further increase the size of our sales and marketing team as we continuously
grow our business and add more training programs.














Employees





MYL
Business currently has around 274 full-time employees as of December 31,
2009, including 10 in research and development, 19 in the administration and HR
departments, 8 in the financial department, 12 in the customer service
department, 5 in the network department, and 220 in sales and
marketing.





Growth
Strategy





We intend to grow our business by
pursuing the following:





Increase our market coverage.We expect to increase our market coverage through extensive telemarketing
campaigns and mass mailings. We also intend to establish and expand our sales
agent network in inland provinces.  We believe there are many
untouched opportunities there.





Expand course
offerings.  We intend to expand our executive training program
by adding more courses, such as, Effective Corporation Finance Management,
Strategic Investment, and Capital Market Operation, etc. We also intend to add
our course offerings to the second generation of the affluent
families.





Pursue strategic
acquisitions.  During recent years, we have made strategic
acquisitions to expand into other C-level management training segment, which has
a large potential client base. We also seek acquisition opportunities in other
major commercial centers to expand our business presence.





Strengthen our international
network. We intend to establish strategic alliances with major
international executive training and leadership development
institutions.  Leveraging their capacity and bringing them to our
classes will generate more value to our clients.  We also seek the
opportunity of business cooperation with major international education
institutions and develop some jointly operated programs.





Results
of Operation




Effective for fiscal year 2009, the
Company changed its fiscal year to December 31, 2009 from April 30, 2009. As a
result of this change, the Statements of Consolidated Income, Statements of
Consolidated Cash Flows and Statements of Consolidated Shareholders’ Equity
presented in this Form 10-K reflect the Eight Months Ended December 31,
2009 and the previous Fiscal Year (from the Company’s inception on May 9, 2008)
Ended April 30, 2009.




Overview





On February 12, 2010, On Demand Heavy
Duty Corp., a Nevada Corporation (the “old company”) acquired all of the
outstanding capital stock of Surmounting Limit Marketing Adviser Limited, a Hong
Kong corporation (“SLM”), through China Executive Education Corp., a Nevada
corporation (the “Merger Sub”) wholly owned by the Company.  SLM is a
holding company whose asset, held through a subsidiary, is 100% of the
registered capital of Hangzhou MYL Business Administration Consulting Co., Ltd.
(“MYL Business”), a limited liability company organized under the laws of the
People’s Republic of China (“China” or “PRC”). Substantially all of SLM's
operations are conducted in China through MYL Business, and through contractual
arrangements with several of MYL Business’s consolidated affiliated entities in
China, including Hangzhou MYL Commercial Services Co., Ltd. (“MYL Commercial”)
and its subsidiaries. MYL Commercial is a fast-growing executive education
company with dominant operation in Shanghai, the commercial center of
China.




The old company was in the development
stage as defined under Statement on Financial Accounting Standards No. 7,
Development Stage Enterprises (“SFAS No.7”) until February 12, 2010, the date of
the acquisition of SLM.




The old company had not generated any
revenue up to the February 2010 acquisition of SLM; and, consequently, its
operations was subject to all risks inherent in the establishment of a new
business enterprise.  For the period from inception, May 9, 2008
through December 31, 2009 the old company has accumulated losses of
$18,417.













The
following table summarizes the old company results of operations during the
fiscal year ended on December 31, 2009.




Three
      Months Ended December 31, 2009
            
            
            Eight
      Months Ended December 31, 2009
            
            
            From
      Inception on May 9, 2008 to December 31, 2009ExpensesGeneral and
      Administrative Expenses
            
            $
            2,554
            
            
            
            17,868
            
            
            $
            18,417Net (loss) from
      Operation before Taxes
            
            
            (2,554
            )
            
            
            (17,868
            )
            
            
            (18,417
            )Provision
      for Income Taxes
            
            
            0
            
            
            
            0
            
            
            
            0Net
      (loss)
            
            $
            (2,554
            )
            
            $
            (17,868
            )
            
            
            (18,417
            )





Results
of Operations





For the eight-month period from May
1, 2009 (start of current fiscal year) to December 31, 2009 (new fiscal
year-end) (“December 2009”) compared to the period beginning May 9, 2008
(inception) to April 30, 2009 (prior fiscal year-end) (“April
2009”):





Revenues





For the year ended December 2009 and
April 2009, we had no revenue.





Cost
of Revenues





There is no cost of revenue
associated with revenue for either period.





Operating
Costs and Expenses





For the period ended December 2009,
our total operating costs and expenses increased by 877% from
$2,038  in  April 2009 to $17,868  in December
2009. The increase in operating expenses was largely due to increased
professional expense.





Other
Income and Expenses





There is no other income and expenses
for either period.





Net
Loss





Net loss for the periods ended
December 2009 and April 2009 were $ 17,868, or $0.00 per share, and $2,038, or $
0.00 per share, respectively.





Liquidity
and Capital Resources





Since inception, our operations have
been primarily funded by equity capital and unsecured short-term loans from
directors and shareholders.





As of December 31, 2009, the
Company's cash and cash equivalents balance was $4,011 as compared to $20,390 as
of April 30, 2009.





For December 2009, net cash was used
in operating activities of $17,868, largely due to our recurring operating
expense without revenue as compared to $ 2,038 of April 2009.





During December 2009 and April 2009,
net cash provided by the Company's investing activities were nil,
respectively.





During December 2009 and April 2009,
net cash provided by the Company's financing activities were nil and $22,428,
respectively mainly due to capital contribution.









The Company
currently lack liquidity and has limited revenues. We will need to raise
additional capital, and we are currently considering possible sources of
financing, including raising capital through the issuance of equity securities.
There can be no assurance that we will be able to raise sufficient additional
capital at all or on terms favorable to our stockholders or
us.





Off-balance
sheet arrangements:





As of
December 31, 2009, there were no off-balance sheet
arrangements.





Pro
Forma Condensed Combined Balance Sheets and Statement of
Operations





On February
12, 2010, the Company’s shareholders entered into a Share Exchange Agreement
with Surmounting Limit Marketing Adviser Limited, a Hong Kong corporation
(“SLM”), through China Executive Education Corp., a Nevada corporation (the
“Merger Sub”) wholly owned by the Company.





Pro Forma
accounting effects of Share Exchange Agreement are presented in the following
tables which presents the combined results of financial statements and
operations as they may have appeared had the acquisition and financing
transactions described above occurred as of May 1, 2009 (the effective date of
start of accounting fiscal year of the Company). The unaudited pro forma
condensed combined balance sheet and statement  of operations has been
derived from and should be read together with the historical financial
statements of notes of Surmounting Limit Marketing Adviser Limited filed as part
of 8- K of the Company filed with the Securities Exchange Commissions on
February 12, 2010 and the historical financial statements of the Company, both
prepared in accordance with accounting principles generally accepted in the
United States (‘U.S. GAAP”), for the year December 31, 2009, included elsewhere
in the 10-K for December 31, 2009.





The unaudited
pro forma condensed combined balance sheet and statement of operations (“Pro
Forma”) of the Company is presented for the year ended December 31, 2009. The
unaudited Pro Forma applies the group’s accounting policies over the pro forma
period.





No amount has
been included in the purchase price allocation for estimated costs to be
incurred to achieve savings or other benefits of the transactions. Similarly,
the Pro Forma does not reflect any cost savings or other benefits that may be
obtained through synergies among the operations of two entities.





The following
table summarizes the pro forma results of our operations during the fiscal years
ended on December 31, 2009.








ASSETSAs
      of December 312009Pro
      FormaCURRENT
      ASSETSCash
              
              $
              6,385,781Accounts receivable
              
              
              33,324Prepaid accounts
              
              
              731,365Other current assets (Deposits and advances)
              
              
              1,008,565TOTAL CURRENT ASSETS
              
              
              8,159,035Property
      and equipment - net of accumulated depreciation of
      $  7,134
              
              
              87,369Real
      property rights held for investment
              
              
              91,505TOTAL OTHER ASSETS
              
              
              178,874TOTAL ASSETS
              
              $
              8,337,909LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)Minority
      Interest
              
              $
              (94,955
              )Commitments
      and ContingenciesCURRENT
      LIABILITIESAdvance from customers
              
              
              3,628,810Accrued wages and benefits
              
              
              90,419Corporation income and business taxes payable
              
              
              537,541Other payables
              
              
              592,788Dividend payable
              
              
              1,354,676Loan from director
              
              
              -TOTAL CURRENT LIABILITIES
              
              
              6,204,234STOCKHOLDERS'
      EQUITY (DEFICIT)Common stock
              
              
              87,871Additional paid-in capital
              
              
              22,428Statutory reserve
              
              
              358,026Retained earnings (Deficit)
              
              
              1,758,713Other comprehensive loss - foreign currency translation
              
              
              1,592TOTAL STOCKHOLDERS' EQUITY
              
              
              2,228,630TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              8,337,909














As
      of December 31, 2009Pro
      FormaRevenue
            
            
            9,140,166Less)
      Tax on operating income
            
            
            (466,149
            )TOTAL
      NET REVENUE
            
            
            8,674,017COST
      OF REVENUES
            
            
            2,861,710GROSS
      PROFIT
            
            
            5,812,307OPERATING
      COSTSSelling
      expenses
            
            
            65,345General
      and administrative expenses
            
            
            920,497Depreciation
      expense
            
            
            7,134Total
      Operating Costs
            
            
            992,976OPERATING
      INCOME (LOSS)
            
            
            4,819,331OTHER
      INCOME & (EXPENSES)Donation
      for earthquake relief
            
            
            (146,383
            )Non
      operating expense
            
            
            (9,140
            )Interest
      income
            
            
            1,577Total
      Other Income & (Expenses)
            
            
            (153,946
            )NET
      INCOME BEFORE INCOME TAX & BENEFIT
            
            
            4,665,385Current
      income taxes
            
            
            (1,193,421
            )Minority
      interest, net of taxes
            
            
            (182,784
            )NET
      INCOME (LOSS)
            
            
            3,289,180COMPREHENSIVE
      INCOME:Unrealized
      foreign currency translation income
            
            
            1,591COMPREHENSIVE
      INCOME
            
            
            3,290,771






Revenue





The following table sets forth
information from our statements of operations for the eight months ended
December 31, 2009, in dollars





RevenueOur
      Proprietary Training Courses
            US$
      4,649,105Featured
      Lectures
            US$
      4,491,061Total
      Revenue
            US$
      9,140,166





During the period ended December 31,
2009, we had revenues of $ 9,140,166.





Cost
of Revenue





During
the period ended December 31, 2009, our cost of revenue was
$2,861,710.





Selling,
General and Administrative Expenses





Selling,
general and administrative expenses, totaled $992,976 during the period
ended December 31, 2009.





Interest
Expense





Interest
expense was $0.00 (nil) during the period ended December 31,
2009.





Net
Income Attributable to the Company





As a
result of the factors described above, we had net income attributable to the
Companyin the
amount of $3,289,180 during the period ended December 31, 2009.





Comprehensive
Income





Our
business operates primarily in Chinese Renminbi (“RMB”), but we report our
results in U.S. dollars. The conversion of our accounts from RMB to U.S. dollars
results in translation adjustments. As a result of a currency translation
adjustment gain, our comprehensive income was $1,591 during the period
ended December 31, 2009.












Liquidity
and Capital Resources
 
 Our current assets
primarily consist of cash, we do not have inventory. Presently, our principal
sources of liquidity were generated from our operations.  As of
December 31, 2009, we were able to generate $3,289,180 of net income
attributable to the Company and our operating have produced a positive cash flow
of $6,385,781 for the period ended December 31, 2009.  Based on
our current operating plan, we believe that our existing resources, including
cash generated from operations, will be sufficient to meet our working capital
requirement for our current operations. In order to fully implement our business
plan and continue our growth, however, we will require additional capital either
from our shareholders or from outside sources.
  Operating
Activities
 
 Cash provided by
operating activities totaled $6,478,315 for the period ended December 31,
2009.





Investing
Activities





Cash used in
investing activities was $ 186,008 for acquiring fixed asset and property use
right for the period ended December 31, 2009.





Financing
Activities





The Company
has raised $87,871 by issuing equity stock to its founder. And the Company has
not raised any money through debt instrument in 2009. Therefore, the cash
provided from financing activities for the period ended December 31, 2009 is
$87,871.





Properties





All land in
the PRC is owned by the government and cannot be sold to any individual or
entity. Instead, the government grants or allocates landholders a "land use
right," which we sometimes refer to informally as land ownership. There are four
methods to acquire land use rights in the PRC: (1) grant of the right to use
land; (2) assignment of the right to use land; (3) lease of the right to use
land; and (4) allocated land use rights In comparison with Western common law
concepts, granted land use rights are similar to life estates and allocated land
use rights are in some ways similar to leaseholds. Granted land use rights are
provided by the government in exchange for a grant fee, and carry the rights to
pledge, mortgage, lease, and transfer within the term of the grant. Land is
granted for a fixed term, generally 70 years for residential use, 50 years for
industrial use, and 40 years for commercial and other use. The term is renewable
in theory. Unlike the typical case in Western nations, granted land must be used
for the specific purpose for which it was granted.  Allocated land use
rights are generally provided by the government for an indefinite period
(usually to state-owned entities) and cannot be pledged, mortgaged, leased, or
transferred by the user. Allocated land can be reclaimed by the government at
any time. Allocated land use rights may be converted into granted land use
rights upon the payment of a grant fee to the government.





The Company
Business operates in two offices, one of which is located at Room 307, Hualong
Business Building, 110 Moganshan Road, Gongshu District, Hangzhou, China. This
office consists of approximately 517 square feet which we leased from Ms. Weili
Yan and Mr. Xiaowei Zhu for $4,878 a year. The agreement will be renewed
every year. The other office is located in Cimic Square, 800 Shangcheng Road,
Pudong Mew District, Shanghai, China. This office consists of approximately
17,018 square feet which we leased from Shanghai Shengkang Cimic Realty
Investment Co., Ltd for $278,817 a year. The agreement will be renewed every
other year.





MYL Business
holds the Certificate of Ownership of property of the People’s Republic of
China, which indicates:





Certificate
      No.
            
            Location
            
            Purpose
            
            Area
      (sq.m.)
            
            Registration
      dateF.Q.Z.K.Z.No.
      A94134
            
            1-12-2
      Building No.56, Haiyi Residential Quarters, Dalian Economic &
      Technology Development Zone
            
            Residential
            
            72.03
            
            October
      13, 2009





*Under
the law of the PRC, the registered owner to the property shall be deemed the
legal and beneficial owner thereof. Therefore, the Company Business lawfully
owns the said apartment.





Critical
Accounting Policies





The
discussion and analysis of our financial condition and results of operations are
based on our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires estimates and assumptions that affect the
reported amounts and disclosures. We believe the following, among others, to be
critical accounting policies. That is, they are both important to the portrayal
of our financial condition and results of operations, and they require critical
management judgments and estimates about matters that are inherently uncertain.
Although we believe our judgments and estimates are appropriate and correct,
actual future results may differ from our estimates.





Basis of
Presentation





The financial
statements of the Company have been prepared in accordance with generally
accepted accounting principles in the United States of America and are presented
in U.S. dollars.





Fiscal
Year





The Company's
fiscal year ends December 31.












Cash and Cash
Equivalents





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





Use of Estimates and
Assumptions





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





Foreign Currency
Translation





The Company's
functional currency and its reporting currency is the United States
dollar.





Financial
Instruments





The carrying
value of the Company's financial instruments approximates their fair value
because of the short maturity of these instruments.





Stock-based
Compensation





Stock-based
compensation is accounted for at fair value in accordance with SFAS No. 123 and
123(R).  To date, the Company has not adopted a stock option plan and
has not granted any stock options.





Income
Taxes





Income taxes
are accounted for under the assets and liability
method.  Deferred  tax  assets  and  liabilities
are recognized for the  estimated 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
credit  carry  forwards. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled.





Basic and Diluted Net Loss
per Share





The Company
computes net loss per share in  accordance  with SFAS No.
128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share  (EPS) on the face of the
income  statement.




Basic  EPS  is  computed   by  dividing  net  loss  available  to   common
shareholders  (numerator)  by  the   weighted  average  number  of  shares
outstanding (denominator) during the period.  Diluted EPS gives effect
to all potentially dilutive common shares outstanding during the period. Diluted
EPS excludes all potentially dilutive shares if their   effect is
anti-dilutive.





Recent Accounting
Pronouncements




The Company
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company's results of operations, financial
position, or cash flow.




ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a “smaller
reporting company,” as defined by Item 10 of Regulation S-K, the Company is not
required to provide this information.












ITEM
8. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA




Consolidated
Financial Statements




The financial statements required by
this item begin on page F-1 hereof.




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




On
February 12, 2010, the Company’s Board of Directors approved the change of its
principal independent accountants. On such date, George Stewart, CPA was
dismissed from serving as the Company’s principal independent accountants and on
the same day, Stan Jeong-Ha Lee, CPA was engaged as the Company’s new principal
independent accountants.





The
Dismissal of George Stewart, CPA





George
Stewart, CPA was the independent registered public accounting firm for the
Company from May 9, 2008 to February 12, 2010. None of George Stewart, CPA’s
reports on the Company’s financial statements, including its reports on the
Company’s most recent fiscal year ended April 30, 2009 contained an adverse
opinion or disclaimer of opinion or was qualified or modified as to uncertainty,
audit scope, or accounting principles.





During
the Company’s most recent fiscal year ended April 30, 2009 and
through the dismissal date of February 12, 2010, there were no disagreements
with George Stewart, CPA, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of George Stewart, CPA, would
have caused it to make reference to the subject matter of the disagreements in
connection with its reports. None of the reportable events set forth in Item
304(a)(1)(v) of Regulation S-K occurred during the period in which George
Stewart, CPA served as the Company’s principal independent
accountants.





In
accordance with Item 304(a)(3), the Company has provided George Stewart, CPA
with a copy of this disclosure and has requested that George Stewart, CPA
furnish it with a letter addressed to the U.S. Securities and Exchange
Commission stating whether it agrees with the above statements, and if not,
stating the respects in which it does not agree. A copy of the letter from
George Stewart, CPA addressed to the U.S. Securities and Exchange Commission is
filed as Exhibit 16.1 to this 8-K Report.





The
Engagement of Stan Jeong-Ha Lee, CPA





Prior to
February 12, 2010, the date that Stan Jeong-Ha Lee, CPA was retained as the
principal independent accountants of the Company:





(1)           The
Company did not consult Stan Jeong-Ha Lee, CPA regarding either the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on Company’s
financial statements;





(2)           Neither
a written report nor oral advice was provided to the Company by Stan Jeong-Ha
Lee, CPA that they concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial reporting
issue; and





(3)           The
Company did not consult Stan Jeong-Ha Lee, CPA regarding any matter that was
either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) or any of the reportable events set
forth in Item 304(a)(1)(iv) of Regulation S-K.





ITEM
9A(T).  CONTROLS AND PROCEDURES.




Evaluation
of disclosure controls and procedures





The
term “disclosure controls and procedures” (as defined in Exchange Act Rule
13a-15(e)) refers to the controls and other procedures of a company that are
designed to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms. Our Company’s management, with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our
Company’s disclosure controls and procedures as of the end of the period covered
by this report (the “Evaluation Date”). Based on such evaluation, our Company’s
Chief Executive Officer and Chief Financial Officer have concluded that, as of
the Evaluation Date, such disclosure controls and procedures were
effective.





Management’s
Annual Report on Internal Control over Financial Reporting





We
performed an evaluation of the effectiveness of our internal control over
financial reporting that is designed by, or under the supervision of, our
principal executive and principal financial officers, and effected by our Board
of Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with United States
generally accepted accounting principles (“GAAP”) and includes those policies
and procedures that:














§
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of our
      Company;





§
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with GAAP, and that
      receipts and expenditures of our Company are being made only in accordance
      with authorizations of management and directors of our Company;
      and




§
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our Company’s assets that
      could have a material effect on the financial
  statements.





Management of our Company is
responsible for establishing and maintaining adequate internal control over
financial reporting for our Company. Management has used the Internal Control –
Integrated Framework to evaluate the effectiveness of internal control over
financial reporting, which is a recognized and suitable framework issued by the
Committee of Sponsoring Organizations (“COSO”) of the Treadway
Commission.





Based on its evaluation, our
management, including our Chief Executive Officer and Chief Financial Officer,
has concluded that our Company’s internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f)) as of December 31, 2009 is
effective based on the COSO framework. Notwithstanding the foregoing, there can
be no assurance that our Company’s internal control over financial reporting
will detect or uncover all failures of persons within our Company to comply with
these procedures.





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





Changes
in internal controls Over Financing Reporting


There were no changes in our internal control over financial reporting
identified in connection with the evaluation performed during the period covered
by this report that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.


Limitations
on the Effectiveness of Controls




Our disclosure controls and procedures
provide our Chief Executive Officer and Chief Financial Officer with reasonable
assurances that our disclosure controls and procedures will achieve their
objectives. However, our management does not expect that our disclosure controls
and procedures or our internal control over financial reporting can or will
prevent all human error. A control system, no matter how well designed and
implemented, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Furthermore, the design of a control
system must reflect the fact that there are internal resource constraints, and
the benefit of controls must be weighed relative to their corresponding costs.
Because of the limitations in all control systems, no evaluation of controls can
provide complete assurance that all control issues and instances of error, if
any, within our company are detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur due to human error or mistake. Additionally, controls, no matter how
well designed, could be circumvented by the individual acts of specific persons
within the organization. The design of any system of controls is also based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated
objectives under all potential future conditions.




ITEM
9B.  OTHER INFORMATION




None.


27








PART
III




ITEM 10.
 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




Directors,
Executive Officers, Promoter and Control Persons




Identification of Directors
and Executive Officers




The following sets forth the name and
position of Cody Love, the former President, CEO, CFO, Secretary, Treasurer,
Chief Accounting Officer, and sole director of the Company, from our
incorporation on May 9, 2008 to February 12, 2010 and each of our current
executive officers and our directors. All directors of our Company hold office
until our next annual board meeting or until their successors have been elected
and qualified. The executive officers of our Company and operating subsidiary
are appointed by our board of directors and hold office until their death,
resignation or removal from office.





Name
            Age
            Positions
      with the CompanyCody
      Love
            27
            Former
      President, CEO, CFO, Secretary, Treasurer, Chief Accounting Officer, and
      sole directorKaien
      Liang
            37
            Director,
      Chairman & Chief Executive OfficerPokai
      Hsu
            38
            Chief
      Operation OfficerTingyuan
      Chen
            44
            Chief
      Strategy OfficerZhiwei
      Huang
            42
            Chief
      Financial Officer





There are no arrangements or
understandings between our directors and executive officers and any other person
pursuant to which any director or officer was or is to be selected as a director
or officer, and there are no arrangements, plans or understandings as to whether
non-management shareholders will exercise their voting rights to continue to
elect the current board of directors. There are also no arrangements, agreements
or understandings to our knowledge between non-management shareholders that may
directly or indirectly participate in or influence the management of our
affairs.





Identification of Certain
Significant Employees




Other than the executive officers named
above, the Company does not have any “significant employees.”




Family
Relationships




There are no family relationships among
our directors or officers.





Business
Experience





The following is a brief account of the
education and business experience during at least the past five years of each
director, executive officer and key employee of our Company and operating
subsidiary, indicating the person’s principal occupation during that period, and
the name and principal business of the organization in which such occupation and
employment were carried out.





Cody Love, 27, is the former
President, CEO, CFO, Secretary, Treasurer, Chief Accounting Officer, and sole
director of the Company. Mr. Love was the Company’s President, Chief Executive
Officer, Secretary, Treasurer, Chief Financial Officer, Chief Accounting Officer
and sole member of the board of directors from May 9, 2008 to February 12, 2010.
Mr. Love obtained a Technical Diploma in auto mechanics in 2002. From 2002–2006,
he worked as a mechanic becoming a certified Journeyman in February 2006. From
March 2006 through March 2008, Mr. Love worked in Alberta’s oil fields in
supervisory positions and as a mechanic.





Kaien Liang, 37, Chairman of
the Company, was born in Taiwan in 1973. Before establishing the company, he
served as president of Singapore Magic of Success Training Co., Ltd from 2004 to
2006. Prior to that, Mr. Liang worked as Marketing Director at Asia Magic Your
Life Group between 2000 and 2003, and Marketing Director of Success Magazine in Taiwan
from 1997 to 2000. During that period, he participated in and made a major
investment in learning from several professional training programs, learning
directly from 38 world-class masters in different management fields. Mr. Liang
holds 14 internationally accredited certificates in respect of negotiation,
marketing, sale, public speaking, customer service, etc. His total audience
exceeds 500,000. His books, Never Say
Impossible,Who is the Next
Magic, have been
published and sold well.





Pokai Hsu, 38, Chief Executive
Officer, was born in Taiwan in 1972. He joined Asia Magic Your Life Group in
2003. He has served as the General Manager at Beijing Hongyuan Yingtong Cultural
Press Co., Ltd. between 2002 and 2003. Prior to that, he worked in Du Yunsheng
Consulting Co., Ltd., as the Chief Consultant for two years. Mr. Hsu is a
master of motivating potential. By integrating his learning and achievements in
motivational training in UK, USA, and Japan, Mr. HSU has created an efficient
training system in unleashing employee potential. He has given lectures over
2,300 times in the last 8 years, with audiences of over 200,000. In 2006, his
bestseller,How to Be No.1 in
China, broke the Guinness record on sale of a book at a book-signing
event.














Tingyuan Chen,44, Chief
Strategy Officer, was born in Taiwan in 1966.  Prior to joining Asia
Magic Your Life Group in 2003, he worked for Steve Chen Training Entity as a
lecturer for four years.  As a student of Mr. Abraham, the world
“marketing wizard,” Mr. Chen specialized in teaching and coaching people in time
management and strategic decision-making. Mr. Chen graduated from National
United University in Taiwan in 1986.





Zhiwei Huang, 42, Chief
Financial Officer, joined the company in April 2009. Prior to that, he has
served as Financial Manager in Hangzhou Tai-Yang-Shen Marketing Co., Ltd. for 16
years.  Before that, he served as Accountant in Zhejiang Hangzhou
Shipping Corp. between 1989 and 1993. Mr. Huang graduated from Wuhan River
Transport College in 1989 and graduated from Zhejiang University of Finance
& Economics in 2004.





Except as
noted above, there are no other agreements or understandings for any of our
executive officers or directors to resign at the request of another person and
no officer or director is acting on behalf of nor will any of them act at the
direction of any other person. Directors are elected until their successors are
duly elected and qualified.




Audit
Committee Financial Expert





Our
board of directors currently acts as our audit committee. Because we only
recently executed the share exchange and the private placement, our Board of
Directors is still in the process of finding an "audit committee financial
expert" as defined in Regulation S-K and directors that are "independent" as
that term is used in Section 10A of the Securities Exchange Act.





Audit
Committee





We
have not yet appointed an audit committee. At the present time, we believe that
the members of Board of Directors are collectively capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. We do, however, recognize the importance of
good corporate governance and intend to appoint an audit committee comprised
entirely of independent directors, including at least one financial expert, in
the near future.





Compensation
Committee





We
do not presently have a compensation committee. Our board of directors currently
acts as our compensation committee.





Nominating
Committee





We
do not presently have a nominating committee. Our board of directors currently
acts as our nominating committee. We are in search for qualified independent
board members to staff this committee.





Section
16(a) beneficial reporting compliance





Pursuant
to Section 16(a) of the Securities Exchange Act of 1934 and the rules issued
thereunder, our directors and executive officers and any persons holding more
than 10% of our common stock are required to file with the SEC reports of their
initial ownership of our common stock and any changes in ownership of such
common stock. Copies of such reports are required to be furnished to us. We are
not aware of any instances in fiscal year ended December 31, 2009 when an
executive officer, director or any owner of more than 10% of the outstanding
shares of our common stock failed to comply with the reporting requirements of
Section 16(a) of the Securities Exchange Act of 1934.





Code
of Ethics





We
do not currently have a Code of Ethics applicable to our principal executive,
financial or accounting officer and are in the process of adopting such a
code.












Involvement
in Certain Legal Proceedings




To the best of our knowledge, during
the past five years, none of our officers or directors were involved in any of
the following: (1) any bankruptcy petition filed by or against any business
of which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time; (2) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);
(3) being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
(4) being found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodities Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.







ITEM
11.  EXECUTIVE COMPENSATION


Summary
Compensation Table




The following table sets forth
information concerning all cash and non-cash compensation awarded to, earned by
or paid to Cody Love, our former President, CEO, CFO, Secretary, Treasurer,
Chief Accounting Officer, and sole director  from our incorporation on
May 9, 2008 for services rendered in all capacities during the period covered by
this report.




SUMMARY COMPENSATION
      TABLEName
              and
              Principal
              Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Change in
              Pension
              Value and
              Nonqualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compens-
              ation
              ($)
            Total
              ($)Cody Love
              President,
      CEO, CFO,
              Secretary,
      Treasurer, Chief Accounting Officer,
              and
      sole director
            2009
            None
            None
            None
            None
            None
            None
            None







Outstanding
Equity Awards at Fiscal Year End




The Company has not granted any stock
options to Cody Love since its inception.




Employment
Agreements




The Company did not have an employment
or consulting agreement with Cody Love and did not pay him for acting as a
director or officer.





The
following table sets forth all compensation paid or accrued by MYL Business to
the individuals who became the officers and directors of the Company upon the
merger for services rendered during fiscal year 2009. The compensation comprises
base salary and bonus.





Summary
Compensation Table





Name
      and Principal Position
            
            Year
            
            
            Salary
              ($)(1)
            
            
            
            Bonus
              ($)(2)
            
            
            
            Non-equity
      Incentive Plan Compensation ($)
            
            
            
            All
      Other Compensation ($)
            
            
            
            Total
              ($)





Kaien
      LIANG
            
            2009
            
            
            11,713
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            11,713Chief
      Executive Officer and
            
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            -Chairman
      of the BoardPokai
      HSU
            
            2009
            
            
            9,370
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            9,370Chief
      Operation Officer
            
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            -Tingyuan
      CHEN
            
            2009
            
            
            9,370
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            9,370Chief
      Strategy Officer
            
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -Zhiwei
      HUANG
            
            2009
            
            
            8,785
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            8,785Chief
      Financial Officer
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -





(1) The
Company pays salaries in RMB to all executive officers and directors of the
board every month. The RMB amount is translated into USD when the Company files
SEC documents. The exchange rates used were the average rates of 2009, i.e.,
$6.83.













Outstanding
Equity Awards at Fiscal Year End





We do not
currently have a stock option or other equity incentive plan. We may adopt one
or more such programs in the future.




Employment
Agreements





MYL
Business has signed with its officers the employment agreements of indefinite
term, which implies that such employment will remain until the occurrence of the
statutory conditions on revocation or termination of the employment agreements.
Their monthly salaries vary from RMB 8,000 to RMB 10,000.





MYL
Business has signed with its regular employees, mainly administrative staff,
employment agreements of an indefinite term, which implies that such employment
will remain in place until the occurrence of the statutory conditions on
revocation or termination of the employment agreements. Their monthly salaries
consist of the basic salary of RMB 1,500 plus bonuses.





Additionally,
MYL Business has retained the service of contract employees, mainly salesmen,
from Zhejiang Foreign Service Corporation Ningbo Branch (“ZFS”), under which the
ZFS shall contract out its employees to MYL Business while MYL Business shall
pay the fees on such contracted employment, consisting of the service fees for
ZFS at the monthly rate of RMB 70 per each contracted employee, as well as the
social insurance fees relevant to and the pay for the leased
employees.





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




Security
Ownership of Certain Beneficial Owners and Management





The
following table sets forth information known to us with respect to the
beneficial ownership of our common stock as of December 31, 2009 by the
following:





§
            Each
      shareholder who beneficially owns more than 5% of our
    common;





§
            Each
      of our named executive officers;





§
            Each
      of our directors; and





§
            Executive
      officers and directors as a group.





Beneficial
ownership is determined in accordance with the rules of the SEC, which deem a
person to beneficially own any shares the person has or shares voting or
dispositive power over and any additional shares obtainable within 60 days
through the exercise of options, warrants or other purchase rights. Shares of
our common stock subject to options, warrants or other rights to purchase that
are currently exercisable or are exercisable within 60 days of December 31, 2009
(including shares subject to restrictions that lapse within 60 days of December
31, 2009) are deemed outstanding for purposes of computing the percentage
ownership of the person holding such shares, options, warrants or other rights,
but are not deemed outstanding for purposes of computing the percentage
ownership of any other person. Unless otherwise indicated, each person possesses
sole voting and investment power with respect to the shares identified as
beneficially owned.








Title of
            Name and
      address
            Amount of
      beneficial
            PercentClass
            of  beneficial
      owner
            ownership
            of
  classCommon
            Cody
      Love
            3,000,000
            46.1%Stock
            President,
      Chief Executive Officer, Chief FinancialOfficer, Secretary,
      Treasurer, Chief Accounting Officer and sole Director9916
      ELBOW DRIVE SWCALGARY
      ALBERTA T2V 1M5Common
            All
      Officers and Directors as a
            3,000,000
            46.1%Stock
            group
      that consists of one person
            shares













Changes
in Control




On
February 12, 2010, we acquired all of the outstanding capital stock of SLM,
through China Executive Education Corp., a Nevada corporation (the “Merger Sub”)
wholly owned by the Company.  SLM is a holding company whose asset,
held through a subsidiary, is 100% of the registered capital of Hangzhou MYL
Business Administration Consulting Co., Ltd. (“MYL Business”), a limited
liability company organized under the laws of the People’s Republic of China
(“China” or “PRC”). Substantially all of SLM's operations are conducted in China
through MYL Business, and through contractual arrangements with several of MYL
Business’s consolidated affiliated entities in China, including Hangzhou MYL
Commercial Services Co., Ltd. (“MYL Commercial”) and its subsidiaries. MYL
Commercial is a fast-growing executive education company with dominant operation
in Shanghai, the commercial center of China.  As a result of these
transactions, persons affiliated with SLM now own securities that in the
aggregate represent approximately 98% of the equity in the Company.








ITEM 13.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE




Transactions
with related persons




During the period covered by this
transition report on Form 10-K, we have no transactions in which we were or are
to be a participant and which the amount involved exceeded or exceeds $120,000,
and in which any related person had or will have a direct or indirect material
interest (other than the compensation described under “Executive Compensation”).
None of our directors, director nominees or executive officers has been involved
in any transactions with us or any of our directors, executive officers,
affiliates or associates which are required to be disclosed pursuant to the
rules and regulations of the SEC.




Agreements
Among Us, Hangzhou MYL Business Administration Consulting Co., Ltd., Hangzhou
MYL Commercial Service Co., Ltd. and Its Subsidiaries





We have
entered into a series of contractual arrangements with Hangzhou MYL Commercial
Service Co., Ltd and its subsidiaries, including contracts relating to the
provision of services and certain shareholder rights and corporate governance
matters.





The
following is a summary of the material provisions of these agreements. For more
complete information you should read these agreements in their entirety, which
are attached to the Form 8-K filed with the Securities and Exchange Commission
on February 12, 2010 as exhibits.





Transfer
of Ownership When Permitted by Law





Pursuant
to the call option agreement by and among  MYL Business, MYL
Commercial, MYL Commercial’s shareholders and subsidiaries dated as of May 1,
2009, each of MYL Commercial, MYL Commercial’s shareholders has granted MYL
Business or its designee an exclusive option to purchase all or part of their
equity interests in MYL Commercial and its subsidiaries, or all or part of the
assets of MYL Commercial, in each case, at any time determined by MYL Business
and to the extent permitted by PRC law.





Voting
Arrangement





Pursuant
to the voting rights proxy agreement, dated as of May 1, 2009 by and among MYL
Business , MYL Commercial, MYL Commercial’s shareholders and subsidiaries, the
shareholders of MYL Commercial and its subsidiaries have granted the personnel
designated by MYL Business the right to appoint directors and senior management
of MYL Commercial and its subsidiaries and to exercise all of their other voting
rights as shareholders of MYL Commercial and its subsidiaries, as the case may
be, as provided under the articles of association of each such entity. Under the
voting rights proxy agreement, there are no restrictions on the number, to the
extent allowed under the respective articles of association of MYL Commercial
and its subsidiaries, or identity of those persons we can appoint as directors
and officers.











Equity Pledge
Agreement





Pursuant to
the equity pledge agreement by and among MYL Business, MYL Commercial, MYL
Commercial’s shareholders and subsidiaries, dated as of May 1, 2009, each of
shareholders has pledged his or its equity interest in MYL
Commercial  and its subsidiaries, as the case may be, to MYL Business
to secure their obligations under the relevant contractual control agreements to
which each is a party, including but not limited to, the obligations of MYL
Commercial and its subsidiaries under the exclusive services agreement, call
option agreement and voting rights proxy agreement entered into with MYL
Business. Under this equity pledge agreement, shareholders have agreed not to
transfer, assign, pledge or otherwise dispose of their interest in MYL
Commercial or its subsidiaries, as the case may be, without the prior written
consent of MYL Business.





Exclusive
Services Agreement





Pursuant to
the exclusive services agreement by and among MYL Business, MYL Commercial, and
its subsidiaries, dated May 1, 2009, MYL Commercial and its subsidiaries
irrevocably entrust to MYL Business the right of management and operation of MYL
Commercial and its subsidiaries and the responsibilities and authorities of
their shareholders and directors of MYL Commercial Subsidiaries. The service fee
to be paid by MYL Commercial and its subsidiaries shall equal to 95% of their
total income, which can be waived by MYL Business from time to time in its sole
discretion





Director
Independence




Our board of
directors is currently composed of Mr. Kaien Liang, who is also our Chief
Executive Officer.  Mr. Liang is not an “independent director” as
defined by Rule 303A.01 and Rule 303A.02 of NYSE Listed Company Manual and Rule
4200(a)(15) of the Marketplace Rules of The NASDAQ Stock Market, Inc., or the
NASDAQ Marketplace Rules.




ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES




The following
table presents the fees for professional audit services rendered by Stan J.H.
Lee, CPAfor the audit
of our Company’s financial statements for the fiscal years ended April 30, 2009
and eight-month period ended December 31, 2009. Unless otherwise indicated, our
Company paid all amounts in the following table.





Year
      Ended December 31,
            
            December
      2009
            
            
            April
      2009Audit
      Fees (1)
            
            $
            5,000
            
            
            $
            3,000Audit
      Related Fees (2)
            
            
            -0-
            
            
            
            -0-Tax
      Fees(3)
            
            
            -0-
            
            
            
            -0-All
      Other Fees(4)
            
            
            -0-
            
            
            
            -0-Total
            
            $
            5,000
            
            
            $
            3,000(1)
            
            Audit
      fees consist of audit and review services, report on internal control over
      financial reporting and review of documents filed with the
      SEC.(2)
            
            Audit
      related fees consist of pre-approved consultation concerning financial
      accounting and reporting standards, and the accounting for acquisitions
      and dispositions carried out by the Company.(3)
            
            Tax
      fees consist of preparation of Federal and State income tax returns and
      consultation regarding tax compliance issues.(4)
            
            All
      other fees consist of products and services provided by the principal
      accountant other than services reported as “Audit Fees,” “Audit-Related
      Fees” and “Tax Fees.”







Pre-Approval
Policies and Procedures





Our Board of
Directors has instituted a policy to pre-approve audit and non-audit services
(i.e., audit-related services, tax services, and all other
services).  The Chief Financial Officer of the Company is given
limited delegated authority from time to time by our Board to pre-approve
permitted non-audit services.  Pre-approval is obtained prior to the
commencement of the services.  Our Board also considers on a
continuing basis whether the provision of non-audit services is compatible with
maintaining the independence of the external auditor.












PART
IV




ITEM
15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





The following
documents are filed as part of this report:




Exhibit
      No.
            Description3.1
            Articles
      of Incorporation as filed with the Secretary of State of Nevada.
      Incorporated by reference to Exhibit 3.1 to the Registrant’s registration
      statement on Form S-1 filed on August 21, 2009.3.2
            Bylaws.
      Incorporated by reference to Exhibit 3.1 to the Registrant’s registration
      statement on Form S-1 filed on August 21, 2009.10.1
            Agreement
      and Plan of Merger dated February 12, 2010 among the Company and the
      shareholders of Magic Dream Enterprises Ltd. Incorporated by reference to
      Exhibit 10.1 to the Registrant’s Form 8-K filed on February 12,
      2010.10.2
            Exclusive
      Service Agreement. Incorporated by reference to Exhibit 10.2 to the
      Registrant’s Form 8-K filed on February 12, 2010.10.3
            Equity
      Pledge Agreement. Incorporated by reference to Exhibit 10.3 to the
      Registrant’s Form 8-K filed on February 12, 2010.10.4
            Call
      Option Agreement. Incorporated by reference to Exhibit 10.4 to the
      Registrant’s Form 8-K filed on February 12, 2010.10.5
            Shareholders’
      Voting Rights Proxy Agreement. Incorporated by reference to Exhibit 10.5
      to the Registrant’s Form 8-K filed on February 12,
2010.10.6
            Contract
      for Lease with Zhejiang Foreign Service Corporation Ningbo Branch.
      Incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K
      filed on February 12, 2010.10.7
            Employment
      Contract with Kaien LIANG. Incorporated by reference to Exhibit 10.7 to
      the Registrant’s Form 8-K filed on February 12, 2010.10.8
            Employment
      Contract with Pokai HSU. Incorporated by reference to Exhibit 10.8 to the
      Registrant’s Form 8-K filed on February 12, 2010.10.9
            Employment
      Contract with Tingyuan CHEN. Incorporated by reference to Exhibit 10.9 to
      the Registrant’s Form 8-K filed on February 12, 2010.10.10
            Employment
      Contract with Shuiyuan HUNG. Incorporated by reference to Exhibit 10.10 to
      the Registrant’s Form 8-K filed on February 12, 2010.10.11
            Employment
      Contract with Chiayeh LIN. Incorporated by reference to Exhibit 10.11 to
      the Registrant’s Form 8-K filed on February 12, 2010.10.12
            Employment
      Contact with Zhiwei HUANG. Incorporated by reference to Exhibit 10.12 to
      the Registrant’s Form 8-K filed on February 12, 2010.10.13
            Employment
      Contact with Yan HAN. Incorporated by reference to Exhibit 10.13 to the
      Registrant’s Form 8-K filed on February 12, 2010.10.14
            Contract
      for Lease of Property with Weichao YAN, Xiaowei ZHU. Incorporated by
      reference to Exhibit 10.14 to the Registrant’s Form 8-K filed on February
      12, 2010.10.15
            Contract
      for Lease of Property in Shanghai Prepared by Shanghai Administration for
      Property and Land Resource & Shanghai Administration for Industry and
      Commerce in November 2000. Incorporated by reference to Exhibit 10.15 to
      the Registrant’s Form 8-K filed on February 12, 2010.23
            Consent
      of Independent Registered Public Accounting Firm*31.1
            Certification
      of Principal Executive Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.*31.2
            Certification
      of Principal Financial Officer filed pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.*32.2
            Certification
      of Principal Financial Officer furnished pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.*


Notes to
exhibits


*  Filed
herewith

























SIGNATURES




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




Dated:
April 14, 2010




China
      Executive Education Corp.By:
              /s/ Kaien
      LiangKaien
      LiangChief
      Executive Officer








Pursuant
to the requirements of the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.










SIGNATURE
            
            TITLE
            
            DATE/s/
      Kaien Liang
            
            Chief
      Executive Officer and Chairman
            
            April
      14, 2010Kaien
      Liang
            
            (principal
      executive officer)/s/
      Zhiwei Huang
            
            Chief
      Financial Officer
            
            April
      14, 2010Zhiwei
      Huang
            
            (principal
      financial and accounting officer)
























CHINA
EXECUTIVE EDUCATION CORP.


(FORMERLY
On Demand Heavy Duty Corp)


(A
Development Stage Company)







Financial
Statements









As of December 31, 2009 and for the
Eight-months from




May
1, 2009 to December 31, 2009














Financial
      StatementsReport
      of Independent Registered Public Accounting Firm
            F-2Statements
      of Financial Position
            F-3Statements
      of Operations
            F-4Statements
      of Stockholders’ Equity
            F-5Statement
      of Cash Flows
            F-6Notes
      to Financial Statements
            F-7























Stan
J.H. Lee, CPA


2160
North Central Rd.  Suite 203  ▪  Fort
Lee  ▪  NJ
07024


P.O.
Box 436402 ▪ San
Ysidro  ▪  CA
92143


619-623-7799
Fax 619-564-3408  E-mail) stan2u@gmail.com







Report
of Independent Registered Public Accounting Firm











To the
Board of Directors and Management of


China
Executive Education Corp.


(formerly
On Demand Heavy Duty, Corp) ;





We have
audited the accompanying balance sheets of China Executive Education Corp. as of
December 31, 2009 and the related statements of operations, changes in
shareholders’ equity and cash flows for the period from May 1,
2009  to December 31, 2009 ended. 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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. An audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 China Executive Education
Corp.  as of  December 31, 2009 , and the results of their
operations and its cash flows for the period aforementioned in conformity with
U.S. generally accepted accounting principles.












/s/
Stan J.H. Lee, CPA


Stan J.H.
Lee, CPA




March 28,
2010


Fort Lee,
NJ 07024














CHINA
EXECUTIVE EDUCATION CORP.
 (Formerly
On Demand Heavy Duty, Corp)
 (A
Development Stage Company)
 Balance Sheets





AssetsDecember
      31,
            
            
            April
      30,2009
            
            
            2009(Last
      fiscal Year)Current
      AssetsCash
            
            $
            4,011
            
            
            $
            20,390Total
      Assets
            
            $
            4,011
            
            
            $
            20,390Liabilities
      and Stockholders’ Equity (deficit)Long
      Term LiabilitiesLoan
      from Director
            
            $
            528
            
            
            $
            528Total
      Long Term Liabilities
            
            $
            528
            
            
            $
            528Stockholders’
      Equity (deficit)Common
      stock, $0.001par value, 75,000,000 shares authorized;6,510,000
      shares issued and outstanding
            
            
            6,510
            
            
            
            6,510Additional
      paid-in-capital
            
            
            15,390
            
            
            
            15,390Deficit
      accumulated during the development stage
            
            
            (18,417
            )
            
            
            (2,038
            )Total
      stockholders’ equity (deficit)
            
            
            (3,483
            )
            
            
            19,862Total
      liabilities and stockholders’ equity (deficit)
            
            $
            4,011
            
            
            $
            20,390






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
















CHINA
EXECUTIVE EDUCATION CORP.
 (Formerly
On Demand Heavy Duty, Corp)
 (A
Development Stage Company)
 Statements of Operations




Three
      Months
              Ended
              December
      31,
              2009
            
            Eight
      Months
              Ended
              December
      31,
              2009
            
            
            From
      Inception
              on
      May 9, 2008
              to
              December
      31,
              2009ExpensesGeneral
      and Administrative Expenses
            $
            2,554
            
            17,868
            
            $
            18,417Net
      (loss) from Operation before Taxes
            
            (2,554)
            
            (17,868)
            
            
            (18,417)Provision
      for Income Taxes
            
            0
            
            0
            
            
            0Net
      (loss)
            $
            (2,554)
            
            (17,868)
            
            $
            (18,417)(Loss)
      per common share – Basic and diluted
            $
            (0.00)
            
            (0.00)
            
            $
            (0.00)Weighted
      Average Number of Common Shares Outstanding
            
            6,510,000
            
            6,510,000
            
            
            3,662,951






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













CHINA
EXECUTIVE EDUCATION CORP.
 (Formerly
On Demand Heavy Duty, Corp)
 (A
Development Stage Company)
 Statements
of Stockholders’ Equity
  Number
      of
                Common
                Shares
              
              
              Amount
              
              
              Additional
                Paid-in
                Capital
              
              
              Deficit
                Accumulated
                During
                Development
                Stage
              
              
              TotalBalance
      at inception on May 9, 2009
              
              $
              0
              
              
              $
              0
              
              
              $
              0
              
              
              $
              0
              
              
              $
              0February
      6, 2009, Common
      shares issuedfor
      cash at $ 0.001
              
              
              5,400,000
              
              
              
              5,400
              
              
              
              0
              
              
              
              0
              
              
              
              5,400April  8
      , Common shares issued  for
      cash at  $ 0.012009
              
              
              1,050,000
              
              
              
              1,050
              
              
              
              9,450
              
              
              
              
              
              
              
              10,500April  14
      , Common shares issuedfor
      cash at  $ 0.12009
              
              
              60,000
              
              
              
              60
              
              
              
              5,940
              
              
              
              
              
              
              
              6,000Net
      (loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,038
              )
              
              
              (2,038
              )Balance
      as ofApril
      30, 2009
              
              $
              6,510,000
              
              
              
              6,510
              
              
              
              15,390
              
              
              
              (2,038
              )
              
              $
              (19,862
              )Net
      ( loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (16,379
              )
              
              
              (16,379
              )Balance
      as ofDecember
      31, 2009
              
              
              6,510,000
              
              
              $
              6,510
              
              
              $
              15,390
              
              
              $
              (18,417
              )
              
              $
              (3,483
              )


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




CHINA
EXECUTIVE EDUCATION CORP.
 (Formerly
On Demand Heavy Duty, Corp)
 (A
Development Stage Company)
 Statements of Cash Flows






Eight-Months
      Ended
              December
      31,
              2009
            
            
            From
      Inception on

              May
      9,
              2008
      to
              December
      31,
              2009Operating
      ActivitiesNet (loss)
            
            $
            (17,868
            )
            
            $
            (18,417
            )Net
      cash (used) for operating activities
            
            
            (17,868
            )
            
            
            (18,417
            )Financing
      ActivitiesLoans
      from Director
            
            
            -
            
            
            
            528Sale
      of common stock
            
            
            -
            
            
            
            21,900Net
      cash provided by financing activities
            
            
            -
            
            
            
            22,428Net
      increase (decrease) in cash and equivalents
            
            
            (17,868
            )
            
            
            4,011Cash
      and equivalents at beginning of the period
            
            
            21,879
            
            
            
            -Cash
      and equivalents at end of the period
            
            $
            4,011
            
            
            $
            4,011Supplemental
      cash flow information:Cash
      paid for:Interest
            
            $
            -
            
            
            $
            -Taxes
            
            $
            -
            
            
            $
            -Non-Cash
      Activities
            
            $
            -
            
            
            $
            -




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













CHINA EXECUTIVE EDUCATION
CORP.


(Formerly
On Demand Heavy Duty, Corp )


(A
Development Stage Company)


Notes
To The Financial Statements


December
31, 2009







1. 
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS




On
February 12, 2010, On Demand Heavy Duty Corp., a Nevada Corporation (the
“Company”) acquired all of the outstanding capital stock of Surmounting Limit
Marketing Adviser Limited, a Hong Kong corporation (“SLM”), through China
Executive Education Corp., a Nevada corporation (the “Merger Sub”) wholly owned
by the Company.  SLM is a holding company whose asset, held through a
subsidiary, is 100% of the registered capital of Hangzhou MYL Business
Administration Consulting Co., Ltd. (“MYL Business”), a limited liability
company organized under the laws of the People’s Republic of China (“China” or
“PRC”). Substantially all of SLM's operations are conducted in China through MYL
Business, and through contractual arrangements with several of MYL Business’s
consolidated affiliated entities in China, including Hangzhou MYL Commercial
Services Co., Ltd. (“MYL Commercial”) and its subsidiaries.MYL Commercial is a
fast-growing executive education company with dominant operation in Shanghai,
the commercial center of China.




2.  ORGANIZATION AND BUSINESS
OPERATIONS





The
Company was in the development stage as defined under Statement on Financial
Accounting Standards No. 7, Development Stage Enterprises (“SFAS No.7”) until
February 12, 2010, acquisition of SLM as mentioned in Note 1.




The
Company has not generated any revenue to February 2010, acquisition of SLM and
consequently its operations was subject to all risks inherent in the
establishment of a new business enterprise.  For the period from
inception, May 9, 2008 through  December 31, 2009 the Company has
accumulated losses of $18,417.




3.  SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES







a) 
Basis of
Presentation




The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.




b) 
Fiscal Year




The
Company's fiscal year ends December 31.




c)
 Cash and Cash
Equivalents




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




d)
 Use of Estimates
and Assumptions




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












e)
 Foreign Currency
Translation




The
Company's functional currency and its reporting currency is the United States
dollar




f)
 Financial
Instruments




The  carrying
value of the
Company's  financial  instruments  approximates
their fair value because of the short maturity of these
instruments.




g) 
Stock-based
Compensation




Stock-based
compensation is accounted for at fair value in accordance with SFAS
No.  123  and  123 (R).  To date, the
Company has not adopted a stock option plan and has not granted any stock
options.




h) 
Income
Taxes





Income
taxes are
accounted  for  under  the  assets  and
liability
method.  Deferred  tax  assets  and  liabilities
are recognized for  the  estimated 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
credit  carry  forwards. Deferred tax assets and liabilities
are measured using enacted tax rates  in effect for the year in which
those  temporary differences are expected to be recovered or
settled.




i)
 Basic and
Diluted Net Loss per Share




The
Company computes net loss per share in accordance with SFAS No.
128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share  (EPS) on the face of the
income  statement.




Basic EPS is computed by dividing net loss available to common
shareholders (numerator)  by the weighted average  number of shares
outstanding (denominator) during the period.  Diluted EPS gives effect
to all potentially dilutive common shares outstanding during the period. Diluted
EPS excludes all potentially dilutive shares if their effect is
anti-dilutive.




j) 
Recent Accounting
Pronouncements




The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.




4. 
COMMON STOCK




The
authorized capital of the Company is 75,000,000 common shares with a par value
of $ 0.001 per share.





In
February 2009, the Company issued 5,400,000 shares of common stock at a price of
$0.001 per share for total cash proceeds of $5,400.




In April
2009, the Company issued 1,050,000 shares of common stock at a price of $0.01
per share for total cash proceeds of $10,500.














In
April 2009, the Company also issued 60,000 shares of common stock at a price of
$0.1 per share for total cash proceeds of $6,000




During
the period from May 9, 2008  (inception)  to April 30, 2009,
the Company  sold  a  total of 6,510,000 shares of
common stock  for  total  cash
proceeds  of  $21,900.




As of
December 31, 2009, there are 6,510,000 common shares issued and
outstanding.






5. 
INCOME TAXES




As of
December 31, 2009, the Company had net operating loss carry forwards of
approximately $18,417 that may be available to reduce future years’ taxable
income through 2029. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.








6. 
RELATED PARTY TRANSACTONS




May 9,
2008, related party had loaned the Company $528. The loan is non-interest
bearing, due upon demand and unsecured.








7.  SUBSEQUENT EVENTS


Change in Shell Company
Status




As a
result of the consummation of the Merger described in Item 1.01 of this
Current Report on Form 8-K, we believe that we are no longer a shell corporation
as that term is defined in Rule 405 of the Securities Act and
Rule 12b-2 of the Exchange Act.




Dividend
Declared
 On
January 30, 2010, directors of SLM decided to distribute a regular cash dividend
of $ 1,352,953 (9,250,000
RMB) from the retained earnings for the fiscal year of 2009 to the then
shareholder of the SLM.




Pro
Forma Condensed Combined Balance Sheets and Statement of Operations




On
February 12, 2010 ,  the
Company’s  shareholders  entered into a Share Exchange
Agreement with Surmounting Limit Marketing Adviser Limited, a Hong Kong
corporation (“SLM”), through China Executive Education Corp., a Nevada
corporation (the “Merger Sub”) wholly owned by the Company.




Pro Forma
accounting effects of Share Exchange Agreement are presented in the following
tables which presents the combined results of financial statements and
operations as they may have appeared had the acquisition and financing
transactions described above occurred as of May 1, 2009 ( the effective date of
start of accounting fiscal year of the Company)  . The unaudited pro
forma condensed combined balance sheet and statement  of operations
has been derived from and should be read together with the historical financial
statements of notes of Surmounting Limit Marketing Adviser Limited filed as part
of 8- K of the Company filed with the Securities Exchange Commissions on
February 12, 2010 and the historical financial statements of the Company, both
prepared in accordance with accounting principles generally accepted in the
United States (‘U.S. GAAP”), for the year December 31, 2009, included elsewhere
in the 10-K for December 31, 2009.




F-9

















China
      Executive Education Corp
            
            
            On
      Demand Heavy Duty, Corp.As
      of
              December
      31
            
            
            As
      of
              December
      31
            
            
            
            
            
            As
      of
              December
      312009
            
            
            2009
            
            
            Pro
      Forma
            
            
            2009(Audited)
            
            
            (Audited)
            
            
            Adjustments
            
            
            Pro
      FormaASSETSCURRENT
      ASSETSCash
            
            $
            6,381,770
            
            
            $
            4,011
            
            
            
            
            
            $
            6,385,781Accounts
      receivable
            
            
            33,324
            
            
            
            
            
            
            
            
            
            
            33,324Prepaid
      accounts
            
            
            731,365
            
            
            
            
            
            
            
            
            
            
            731,365Other
      current assets ( Deposits and advances)
            
            
            1,008,565
            
            
            
            
            
            
            
            
            
            
            1,008,565TOTAL
      CURRENT ASSETS
            
            
            8,155,024
            
            
            
            4,011
            
            
            
            
            
            
            8,159,035Property
      and equipment - net of accumulated depreciation of
      $  7,134
            
            
            87,369
            
            
            
            
            
            
            
            
            
            
            87,369Real
      property rights held for investment
            
            
            91,505
            
            
            
            
            
            
            
            
            
            
            91,505TOTAL
      OTHER ASSETS
            
            
            178,874
            
            
            
            
            
            
            
            
            
            
            178,874TOTAL
      ASSETS
            
            $
            8,333,898
            
            
            $
            4,011
            
            
            
            -
            
            
            $
            8,337,909LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)Minority
      Interest
            
            $
            (94,955
            )
            
            
            
            
            
            
            
            
            
            $
            (94,955
            )Commitments
      and ContingenciesCURRENT
      LIABILITIESAdvance
      from customers
            
            
            3,628,810
            
            
            
            
            
            
            
            
            
            
            
            3,628,810Accrued
      wages and benefits
            
            
            90,419
            
            
            
            
            
            
            
            
            
            
            
            90,419Corporation
      income and business taxes payable
            
            
            537,541
            
            
            
            
            
            
            
            
            
            
            
            537,541Other
      payables
            
            
            592,788
            
            
            
            
            
            
            
            
            
            
            
            592,788Withholding
      taxes on dividend
            
            
            67,648
            
            
            
            
            
            
            
            
            
            
            
            67,648Dividend payable
            
            
            1,285,305
            
            
            
            
            
            
            
            
            
            
            
            1,285,305Loan
      from director
            
            
            -
            
            
            $
            528
            
            
            
            (528
            )TOTAL
      CURRENT LIABILITIES
            
            
            6,202,511
            
            
            
            528
            
            
            
            (528
            )
            
            
            6,202,511STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock
            
            
            87,871
            
            
            
            6,510
            
            
            
            (6,510
            )
            
            
            87,871Additional
      paid-in capital
            
            
            
            
            
            
            15,390
            
            
            
            7,038
            
            
            
            22,428Statutory
      reserve
            
            
            358,026
            
            
            
            
            
            
            
            
            
            
            
            358,026Retained
      earnings (Deficit)
            
            
            1,846,501
            
            
            
            (18,417
            )
            
            
            -
            
            
            
            1,828,084Other
      comprehensive loss - foreign currency translation
            
            
            1,591
            
            
            
            
            
            
            
            
            
            
            
            1,591-TOTAL
      STOCKHOLDERS' EQUITY
            
            
            2,293,990
            
            
            
            3,483
            
            
            
            528
            
            
            
            2,298,000TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            
            
            8,333,898
            
            
            $
            4,011
            
            
            
            -
            
            
            $
            8,337,909
























China
      Executive
              Education
      Corp
            
            
            On
      Demand

              Heavy
      Duty, Corp.
            
            
            
            
            
            As
      ofFor
      the year ended
            
            
            8-months
      ended
            
            
            
            
            
            December
      31Dec
      31, 2009
            
            
            Dec
      31, 2009
            
            
            Pro
      Forma
            
            
            2009(Audited)
            
            
            (Audited)
            
            
            Adjustments
            
            
            Pro
      FormaRevenue
            
            $
            9,140,166
            
            
            
            
            
            $
            
            
            
            $
            9,140,166Less)
      Tax on operating income
            
            
            (466,149
            )
            
            
            
            
            
            
            
            
            
            (466,149
            )TOTAL
      NET REVENUE
            
            
            8,674,017
            
            
            
            
            
            
            
            
            
            
            8,674,017COST
      OF REVENUES
            
            
            2,861,710
            
            
            
            
            
            
            
            
            
            
            2,861,710GROSS
      PROFIT
            
            
            5,812,307
            
            
            
            
            
            
            
            
            
            
            5,812,307OPERATING
      COSTSSelling
      expenses
            
            
            65,345
            
            
            
            
            
            
            
            
            
            
            65,345General
      and administrative expenses
            
            
            902,629
            
            
            
            17,868
            
            
            
            
            
            
            
            920,497Depreciation
      expense
            
            
            7,134
            
            
            
            
            
            
            
            
            
            
            
            7,134Total
      Operating Costs
            
            
            975,108
            
            
            
            17,868
            
            
            
            
            
            
            
            992,976OPERATING
      INCOME (LOSS)
            
            
            4,837,199
            
            
            
            (17,868
            )
            
            
            
            
            
            
            4,819,331OTHER
      INCOME & (EXPENSES)Donation
      for earthquake relief
            
            
            (146,383
            )
            
            
            
            
            
            
            
            
            
            
            (146,383
            )Non
      operating expense
            
            
            (9,140
            )
            
            
            
            
            
            
            
            
            
            
            (9,140
            )Interest
      income
            
            
            1,577
            
            
            
            
            
            
            
            
            
            
            
            1,577Total
      Other Income & (Expenses)
            
            
            (153,946
            )
            
            
            
            
            
            
            
            
            
            
            (153,946
            )NET
      INCOME BEFORE INCOME TAX & BENEFIT
            
            
            4,683,253
            
            
            
            (17,868
            )
            
            
            
            
            
            
            4,665,385Current
      income taxes
            
            
            (1,193,421
            )
            
            
            
            
            
            
            
            
            
            
            (1,193,421
            )Minority
      interest, net of taxes
            
            
            (182,784
            )
            
            
            
            
            
            
            
            
            
            
            (182,784
            )NET
      INCOME (LOSS)
            
            $
            3,307,048
            
            
            $
            (17,868
            )
            
            
            
            
            
            $
            3,289,180COMPREHENSIVE
      LOSS:Unrealized
      foreign currency translation income
            
            
            1,591
            
            
            
            
            
            
            
            
            
            
            
            1,591COMPREHENSIVE
      LOSS
            
            $
            3,308,639
            
            
            $
            (17,868
            )
            
            
            
            
            
            $
            3,290,771

















NOTE
1 – BASIS OF PRO FORMA PRESENTATION








The
unaudited pro forma condensed combined balance sheet and statement of operations
(“Pro Forma”) of the Company is presented for the year ended December 31, 2009.
The unaudited Pro Forma applies the group’s accounting policies over the pro
forma period.





No amount
has been included in the purchase price allocation for estimated costs to be
incurred to achieve savings or other benefits of the transactions. Similarly,
the Pro Forma does not reflect any cost savings or other benefits that may be
obtained through synergies among the operations of two entities.