UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_____________________





FORM
10-KSB




[X]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.


For the
fiscal year ended December 31, 2007.





OR





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





Commission
File No. 0-25707





SMOOTH
GLOBAL (CHINA) HOLDINGS, INC.


(Name of
Small Business Issuer in its Charter)





Nevada
            91-1948355(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer ID Number)








Room 618, +17 Anyuan Road,
Chaoyang District, Beijing, P.R. China 100029


(Address
of principal executive offices)





Issuer's
Telephone Number, including Area Code: 86-10-6498-7788





Securities
Registered Pursuant to Section 12(b) of the Act: None


Securities
Registered Pursuant to Section 12(g) of the Act:





Common
Stock, $.001 par value per share





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  □





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.





Yes X            No
___





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [   ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes____   NoX





State the
issuer’s revenues for its most recent fiscal year: $ 1,922,748





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates, computed by reference to the price at which the common equity
was sold, or the average bid and ask prices of such common equity, as of a
specified date within the past 60 days.





The
aggregate market value of the Registrant’s common stock, $.001 par value, held
by non-affiliates as of April 11, 2007 was $2,001,765.





As of
April 11, 2007 the number of shares outstanding of the Registrant’s common stock
was 38,381,375 shares, $.001 par value.







Transitional
Small Business Disclosure Format:  Yes____  
NoX


DOCUMENTS INCORPORATED BY
REFERENCE: None








FORWARD-LOOKING
STATEMENTS: NO ASSURANCES INTENDED





In
addition to historical information, this Annual Report contains forward-looking
statements, which are generally identifiable by use of the words “believes,”
“expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or
similar expressions. These forward-looking statements represent Management’s
belief as to the future of Smooth Global (China) Holdings,
Inc.  Whether those beliefs become reality will depend on many factors
that are not under Management’s control.  Many risks and uncertainties
exist that could cause actual results to differ materially from those reflected
in these forward-looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed in the section entitled
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Risk Factors That May Affect Future Results.” Readers are cautioned
not to place undue reliance on these forward-looking statements. We undertake no
obligation to revise or publicly release the results of any revision to these
forward-looking statements.




PART 1





Item
1.  Business





Development of our
Organization




Smooth Global (China) Holdings, Inc. is
a holding company whose operating subsidiaries are located in the People’s
Republic of China.  Until October 2007 our only operating subsidiary
was Beijing Quan Tong Chang Information Service Limited (“Beijing QTC”), a
corporation organized under the laws of The People’s Republic of
China.  We own, through an offshore subsidiary, 100% of the registered
capital of Beijing QTC.




Beijing
QTC was founded in 2003 by Guoqing Xu and Shuying Zheng.  Its primary
revenue source was a network of public payphones located in
Beijing.  With outlets located in universities, shopping malls and
street corners, Beijing QTC distributed fixed line call times under distribution
agreements with China Netcom (Beijing) Corporation Limited and China Netcom
(Guangdong) Corporation Limited.  In 2004, Beijing QTC controlled 34%
of the public payphone market in Beijing.




In 2006
and 2007 the revenue from our payphone business fell
dramatically.  The primary reasons for the reduction in revenue
were:




Ø
            The
      tariffs on mobile phone calls in China have fallen by approximately 80% in
      the past two years.  As a result, the use of cell phones has
      increased dramatically, with a concomitant slackening of demand for our
      payphone services.  When we initiated our business, the average
      cell phone tariff was five times the tariff on a call from our
      payphones.  Now the difference is
  insignificant.




Ø
            In
      January 2007 China Netcom (Beijing) Corporation Limited cancelled the
      contract under which we distributed its fixed line call
    times.







Management recognized that its efforts
to return the payphone business to profitability were futile.  For
that reason, in October 2007, we decided to let our payphone business gradually
expire.  In its place, on October 24, 2007, we acquired ownership of
the entity that is the sole beneficiary of the trust that owns Beijing GRT
Information Services Limited (“Beijing GRT”).  Although Beijing GRT
has small involvements in the payphone and internet phone solutions business,
its primary business consists of international call forwarding.





Beijing GRT




On October 24, 2007 we acquired
ownership of the registered capital stock of Smooth Global Services Limited, a
corporation organized in the British Virgin Islands in exchange for 33,000,000
shares of our common stock.  Smooth Global Services Limited has one
wholly-owned subsidiary:  Smooth Global (Beijing) Telecom Science
Limited, which was organized under the laws of The People’s Republic of
China.  Smooth Global (Beijing) Telecom Science Limited is the
beneficiary under a Trust and Indemnity Agreement, in which Jin Yanfang and Wang
Yanxia, the registered equity owners of Beijing GRT Information Services Limited
(“Beijing GRT”), have transferred to Smooth Global (Beijing) Telecom Science
Limited all of the beneficial interest in the equity of Beijing
GRT.  Jin Yanfang and Wang Yanxia remain the registered owners of the
equity in Beijing GRT, but have agreed to act as trustees for Smooth Global
(Beijing) Telecom Science Limited and to follow directions given to them with
respect to the business of Beijing GRT.




Beijing GRT entered into the
international call forwarding business in February 2007 by obtaining a license
from China Netcom (Group) Company Ltd. Shanghai Branch and a license from China
Netcom (Group) Company Ltd. Shaoxing Branch.  The licenses were
acquired in connection with the purchase by Beijing GRT of 2000 local telephone
numbers.  The licenses provide that the carriers will facilitate the
international call forwarding business of Beijing GRT by (1) waiving all monthly
fees for the company’s local numbers, (2) guaranteeing Beijing GRT its lowest
per-unit fee, and (3) assuring Beijing GRT that it will retain the local numbers
for at least three years.




International
call forwarding replaces the function of the international roaming services
provided by most mobile carriers.  To utilize our international call
forwarding service, a subscriber will obtain use of a phone number in the
country he or she is visiting.  He will then purchase from us a SIM
card that will permit him to receive a fixed amount of call-time from our server
while in the foreign country.  When he uses the call forwarding
service provided by his mobile carrier to forward his inbound calls to a Beijing
GRT phone number, we rout the calls to the subscriber’s phone number in the
destination country.




The market for our call forwarding
service are those Chinese residents who travel abroad for business or personal
reasons.  Between 1999 and 2005 this market grew by 22% annually,
increasing from 9 million travelers in 1999 to over 31 million travelers in
2005.  As China’s entry into the World Trade Organization opens up
more countries to Chinese business travel, we expect the growth of foreign
travel by residents of China to continue.  Since China now has the
largest mobile phone subscriber base in the world – 463 million subscribers at
the end of 2006, most of those travelers will be potential subscribers to our
international call forwarding service.







Although international call forwarding
service is popular in Hong Kong, we are not aware of any service provider
offering the service in China.  Therefore, initially our competition
will come from the roaming services provided by mobile carriers.  Our
primary competitive advantage will be price:  we currently charge 2
RMB (approximately $.27) per minute for calls on our system and the subscriber
also pays the local phone tariff for outbound calls; mobile roaming charges by
the principal Chinese carriers generally exceed 8 RMB and are much higher in
certain countries.  One additional disadvantage of roaming services is
that they are not available in countries that use incompatible mobile
communication systems.  For example, the GSM system used by China
Mobile has not been deployed in Japan.  So China Mobile customers
cannot obtain roaming services in Japan.




Our other initial competition will come
from mobile phone services provided in the destination
countries.  These services will often be price competitive with us –
but the user has to notify his friends and associates of his new (temporary)
phone number.




Beijing GRT currently operates from two
branch offices:  one in Shanghai and one in Harbin.  We plan
to expand its operations by opening an additional 18 sales offices throughout
China, and hiring 100 additional sales personnel to staff the
offices.  We estimate that the start-up expense associated with each
new office will be $30,000 to $50,000.  Therefore, fulfilment of our
goal of 20 sales offices will depend on our ability to obtain
financing.





Franchise
Operations




Since we
currently lack the capital necessary to open our planned network of branch
offices, we have developed an alternative, low cost method of maximizing the
opportunity that our call forwarding licenses afford us.  During 2007
we established sixteen franchised distributors of our call forwarding services
throughout China.  In exchange for a franchise fee of approximately
$33,000, we provide the franchisee all of the necessary training and materials
necessary to enter into the business.  The franchisee then purchases
an inventory of our SIMS cards for resale to phone customers.




The sale
of SIM cards through franchisees is not as profitable as direct sale by our own
branch office, since we must afford the franchisee a substantial discount on the
price of the SIM card.  On the other hand, we can establish a
franchise with virtually no cost – indeed, far less cost than the franchise
fee.  So the franchise business enables us to expand our market
rapidly without a significant capital investment.




Planned
Acquisition




On
February 1, 2008 Smooth Global signed a letter of intent with Beijing Network
Education Union Co., Ltd. (“Beijing Network Education Union”), a corporation
organized and operating in The People’s Republic of China.  Beijing
Network Education Union is engaged in the business of providing communications
systems integration for customers in a number of fields, including education,
hospitality, public security and telecommunications.







The
letter of intent contemplates that Beijing Network Education Union will transfer
its operating business to a newly-formed wholly-foreign-owned entity in China,
to be owned through subsidiaries by Smooth Global.  In exchange for
those business operations, Zheng Shuying, the President of Smooth Global, will
assign to Beijing Network Education Union up to 14,850,000 shares of Smooth
Global common stock that are currently owned by Ms. Zheng, with the result that
the other Smooth Global shareholders will experience no dilution as a result of
the transaction.  The number of shares to be assigned will depend upon
the net income of Beijing Network Education Union reported on its audited
financial statements for 2007.  If the audited net income is less than
26 million RMB (approximately US$3,500,000), then the parties will negotiate a
number of shares less than 14,850,000 to be assigned.




Completion
of the acquisition will depend on execution of a formal acquisition agreement
and completion of an audit of the financial statements of Beijing Network
Education Union.







Personnel




Beijing QTC currently employs 15
individuals, all on a full-time basis.  None of our employees belongs
to a collective bargaining unit.  Our relationships with our employees
are good.







Item
2.  Properties





Our offices are located in 195 square
meters of office space that we lease from our Chairman, Shuying
Zheng.  The lease terminates in June 2010.  The annual
rental is $15,384.





Item
3.  Legal Proceedings




None.





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




Not
applicable.





PART
II





Item
5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities





(a)
Market Information




The
Company’s common stock is quoted on the OTC Bulletin Board under the symbol
“SMGH.”   Set forth below are the high and low bid prices for
each of the quarters between since January 1, 2006 and December 31, 2007. The reported bid
quotations reflect inter-dealer prices without retail markup, markdown or
commissions, and may not necessarily represent actual transactions.







The
prices set forth below have been adjusted, as necessary, to reflect the effect
of a 1-for-30 reverse stock split on July 31, 2007.




BidQuarter
      Ending
            
            High
            
            
            LowMarch
      31, 2006
            
            $
            13.80
            
            
            $
            7.50June
      30, 2006
            
            $
            7.50
            
            
            $
            4.50September
      30, 2006
            
            $
            4.80
            
            
            $
            3.60December
      31, 2006
            
            $
            10.50
            
            
            $
            3.60March
      31, 2007
            
            $
            200.00
            
            
            $
            45.00June
      30, 2007
            
            $
            70.00
            
            
            $
            21.00September
      30, 2007
            
            $
            22.00
            
            
            $
            .11December
      31, 2007
            
            $
            .51
            
            
            $
            .11





(b)
Shareholders




Our
shareholders list contains the names of 71 registered stockholders of record of
the Company’s Common Stock.




(c)  Dividends




The
Company has not paid or declared any cash dividends on its Common Stock within
the past three years and does not foresee doing so in the foreseeable
future.  The Company intends to retain any future earnings for the
operation and expansion of the business.  Any decision as to future
payment of dividends will depend on the available earnings, the capital
requirements of the Company, its general financial condition and other factors
deemed pertinent by the Board of Directors.





(d)  Sale
of Unregistered Securities




On
October 24, 2007 Smooth Global acquired all of the outstanding capital stock of
Smooth Global Services Limited.  In exchange for that equity, Smooth
Global issued to the shareholders of Smooth Global Services Limited 33,000,000
shares of common stock.  The sale was exempt pursuant to Section 4(2)
of the Securities Act since the sale was not made in a public offering and was
made to individuals who had access to detailed information about the Company and
who were acquiring the shares for their own accounts.  There was no
underwriter.





(e)
Repurchase of Equity Securities




The
Company did not repurchase any of its equity securities that were registered
under Section 12 of the Securities Act during the 4th quarter
of 2007










Item
6 Management’s
Discussion and Analysis





Results
of Operations




On October 24, 2007 we acquired
beneficial ownership of Beijing GRT Information Services Limited (Beijing
GRT”).  Because we issued approximately 86% of our equity in exchange
for ownership of Beijing GRT and because the assets of Beijing GRT substantially
exceeded our assets before the acquisition, we have classified the acquisition
as a reverse merger for accounting purposes.  For that reason, our
Consolidated Statements of Operations and Other Comprehensive Income for 2007
and 2006 includes the financial results of Beijing GRT during those two years,
but includes the financial results of our other subsidiary, Beijing Quan Tong
Chang Information Service Limited (“Beijing QTC”) only for the period from
October 24, 2007 through December 31, 2007.





Beijing
QTC had been primarily involved in the business of operating public payphones,
but also generated revenue by marketing internet phone systems.  We
chose to replace Beijing QTC as the focus of our operations because we saw that
business waning.  In the first nine months of 2007 we realized only
$110,652 in revenue from Beijing QTC, compared to $791,146 in the first nine
months of 2006, a reduction of 86%.  As the financial statements
included in this Report show, the revenue from Beijing QTC for the period from
October 24, 2007 to December 31, 2007 totaled only $8,139.  The
primary reasons for the reductions were:




Ø
            The
      tariffs on mobile phone calls in China have fallen by approximately 80% in
      the past two years.  As a result, the use of cell phones has
      increased dramatically, with a concomitant slackening of demand for our
      payphone services.  When we initiated our business, the average
      cell phone tariff was five times the tariff on a call from our
      payphones.  Now the difference is
  insignificant.




Ø
            In
      January China Netcom (Beijing) Corporation Limited cancelled the contract
      under which we distributed its fixed line call times.  This
      contract had generated $57,329 in revenue for us in the first nine months
      of 2006.




Ø
            Our
      attention in 2007 has been focused on developing our public
      company.  As a result, only minimal resources were devoted to
      marketing our Enterprise internet phone solutions.  The result
      was a complete elimination of revenue from that business during the first
      and third quarters of 2007, and only $8,202 in the second quarter of
      2007.





The
acquisition of Beijing GRT has returned the Company to
profitability.  During 2007 we recorded $1,922,748 in revenue, most of
which was attributable to the international call forwarding business of Beijing
GRT:  $1,196,996 from our sale of SIM cards and an additional $527,753
in fees paid by our franchisees.  In contract, in 2006, when Beijing
GRT was involved only in the maintenance of payphones and installation of
communications systems, its total revenue was only $119,255.








The
international call forwarding business was quite profitable as well,
particularly the franchise aspect of it.  The SIM cards that we sold
for $1,196,996 cost us only $599,253, yielding a gross margin of almost
50%.  The cost of our franchise operations was negligible, and we
included it in our general and administrative expenses.  Our gross
profit was hindered only by the $32,190 gross loss that we incurred in our
payphone business.  For that reason, it is our plan to terminate that
business as soon as our standing commitments expire.





The ratio
of our operating expenses to our revenue in 2007 was 17%.  The primary
components of operating expense were (1) employee compensation, $119,068, most
of which was paid to our Chief Executive Officer, and (2) consulting fees of
$71,793.  The consulting fees resulted from four contracts that we
entered in August and September 2007 with consultants who are assisting us in
rebuilding our company’s business.  To compensate these individuals we
issued them shares of our common stock, which had a market value of
$404,800.  We are expensing that amount over the lives of the four
contracts, which range from nine months to two years.  Because of the
reverse merger accounting, our 2007 statements of operations and other
comprehensive income reflect the effect of that amortization only for the period
from October 24, 2007 through December 31, 2007.  During the early
months of 2008, however, until the largest contract is fully amortized over its
nine month term, these contracts will add approximately $44,000 per month to our
expenses.




Our net
pre-tax income of $859,070 for 2007 was also our net after-tax
income.  Because Beijing GRT employed a significant number of
individuals who were previously unemployed, it qualified for an exemption from
taxation in China for three years.  The exemption expired, however, at
the end of 2007.  Our income for 2008 and thereafter, therefore, will
be subject to the national income tax of 25% on corporate earnings.





Our business operates primarily in
Chinese Renminbi, but we report our results in our SEC filings in U.S.
Dollars.  The conversion of our accounts from RMB to Dollars results
in translation adjustments, which are reported as a middle step between net
income and comprehensive income.  The net income is added to the
retained earnings on our balance sheet; while the translation adjustment is
added to a line item on our balance sheet labeled “accumulated other
comprehensive income,” since it is more reflective of changes in the relative
values of U.S. and Chinese currencies than of the success of our
business.  In 2007, the effect of converting our financial results to
Dollars was to add $80,442 to our comprehensive income.





Liquidity and Capital
Resources





Although
our operations during 2007 produced net income of $859,520, we increased our
cash position by only $391,402.  The primary reason for this
discrepancy was our use of $349,536 in available cash to purchase SIM
cards.  This expenditure was indicative of our efforts to take
advantage of the first-mover advantage that we enjoy in the international call
forwarding business in China.  Our belief is that the ultimate success
of our venture will depend on establishing a nationwide association between our
brand and the business of call forwarding.








Building
that association will cost money.  At the end of 2007 we had $521,016
in cash on our balance sheet.  In the first few weeks of 2008, almost
all of that was spent – some for capital improvements, some for operating
expenses.  This pattern can be expected to continue for the indefinite
future, as long as we continue to see a market opportunity in
China.  Our plan is to expand our operations by opening an additional
18 sales offices throughout China, and hiring 100 additional sales personnel to
staff the offices.  We estimate that the start-up expense associated
with each new office will be $30,000 to $50,000.  Therefore,
fulfillment of our goal of 20 sales offices will depend on our ability to obtain
financing.





We have
little on our balance sheet that could be pledged as collateral for
debt.  For that reason, our ability to finance growth will necessarily
involve the sale of our equity.  Our ability to sell equity at an
acceptable price is not assured, and to date we have no commitments for
funding.  So we will continue to explore opportunities for
financing.  The cash flow from our business is sufficient to
indefinitely sustain our operations as they are currently
configured.  But in order to take full advantage of our market
opportunity, we will require additional funds.





Application
of Critical Accounting Policies





In
preparing our financial statements we are required to formulate working policies
regarding valuation of our assets and liabilities and to develop estimates of
those values.  In our preparation of the financial statements for
2007, there were no estimates made which were (a) subject to a high degree of
uncertainty and (b) material to our results.





We made
no material changes to our critical accounting policies in connection with the
preparation of financial statements for 2007.





Impact of Accounting
Pronouncements





There were no recent accounting
pronouncements that have had a material effect on the Company’s financial
position or results of operations.  There was one recent accounting
pronouncement that may have a material effect on the Company’s financial
position or results of operations.





In
December 2004, the FASB issued SFAS No. 123R “Share-Based Payment.” This
Standard addresses the accounting for transactions in which a company receives
employee services in exchange for (a) equity instruments of the company or (b)
liabilities that are based on the fair value of the company’s equity instruments
or that may be settled by the issuance of such equity instruments. This Standard
eliminates the ability to account for share-based compensation transactions
using Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued
to Employees,” and requires that such transactions be accounted for using a
fair-value-based method. The Standard is effective for periods beginning after
June 15, 2005. The Standard may adversely affect the Company’s results of
operations if the Company issues a material amount of capital stock for
services.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition or results of
operations.





Risk Factors That May Affect Future
Results





You should carefully consider the risks
described below before buying our common stock.  If any of the risks
described below actually occurs, that event could cause the trading price of our
common stock to decline, and you could lose all or part of your
investment.





Implementation of our international
call forwarding business will require substantial additional capital, which may
result in dilution of our existing shareholders.




In order to fully implement its
business plan, Beijing GRT will require a substantial amount of additional
capital.  It is likely that, in order to obtain that capital, Beijing
GRT will be forced to issue a large portion of its equity.  That
financing, if it occurs, will reduce the portion of our equity held by our
existing shareholders, and may reduce the value of their shares, if the sale of
equity occurs at prices lower than the current market price.  On the
other hand, if we are unable to obtain the necessary capital, the business will
fail.





Our international call forwarding
business is new and untested, so it may fail.




Our business plan relies on the success
of the international call forwarding business operated by Beijing
GRT.  This is a relatively new business for Beijing GRT – it commenced
operations in February 2007 - and international call forwarding is, in fact, a
new business in China.  Because we have limited historical results to
consider, there may be factors we have not considered or do not foresee that may
cause the business to fail.





If a major carrier undertook to compete
against us in the international call forwarding business, our resources might
not be sufficient to compete effectively.




There are low barriers to entry into
the international call forwarding business.  We have no patents on the
technology, nor are there significant trade secrets to give us a privileged
position in the market.  Our success in this new business will depend
on our marketing acumen, our good relations with the major telephone carriers,
and the quality of the service we provide.  If a major
telecommunications carrier or other highly capitalized business entered the
market, our resources might not permit us to compete effectively against the
competitor’s ability to devote vast capital and human resources to the project
of accumulating the relationships that will be key to success in this
business.





If the major carriers reduce their
roaming charges, we will lose the key competitive advantage of our international
call forwarding service.










For most subscribers to a mobile phone
service, the default position when they travel is to use their carrier’s roaming
services – primarily because it requires no planning or effort.  Our
business will succeed only if we persuade mobile phone users that the
substantial cost advantage of our service over the carriers’ roaming services
warrants the users’ investment of time and attention to subscribing and
establishing the necessary call connections.  If the mobile phone
carriers reduce their roaming charges in the future, our competitive advantage
will be proportionately reduced.  Our business will fail if the major
carriers reduce their roaming charges to a point where our price advantage
becomes insignificant to the average traveler.





A recession in China could
significantly hinder our growth.




The success of our international call
forwarding services will depend on continuation and expansion of recent trends
in travel by the people of China.  Those travel habits depend, in
turn, on recent growth in business activity and disposable income in
China.  If there is a downturn in business activity in China, it will
reduce the market for our services.  Many financial commentators
expect a recession to occur in China in the near future.  The
occurrence of a recession could significantly hinder our efforts to implement
our business plan.





Our business and growth will suffer if
we are unable to hire and retain key personnel that are in high
demand.




Our future success depends on our
ability to attract and retain highly skilled marketing personnel and
technicians.  Qualified individuals are in high demand in China, and
there are insufficient experienced personnel to fill the
demand.  Therefore we may not be able to successfully attract or
retain the personnel we need to succeed.





We may have difficulty establishing
adequate management and financial controls in China.




The People’s Republic of China has only
recently begun to adopt the management and financial reporting concepts and
practices that investors in the United States are familiar with.  We
may have difficulty in hiring and retaining employees in China who have the
experience necessary to implement the kind of management and financial controls
that are expected of a United States public company.  If we cannot
establish such controls, we may experience difficulty in collecting financial
data and preparing financial statements, books of account and corporate records
and instituting business practices that meet U.S. standards.





Government regulation may hinder our
ability to function efficiently.




The national, provincial and local
governments in the People’s Republic of China are highly
bureaucratized.  The day-to-day operations of our business require
frequent interaction with representatives of the Chinese government
institutions.  The effort to obtain the registrations, licenses and
permits necessary to carry out our business activities can be
daunting.  Significant delays can result from the need to obtain
governmental approval of our activities.  These delays can have an
adverse effect on the profitability of our operations.  In addition,
compliance with regulatory requirements applicable to telecommunications
services may increase the cost of our operations, which would adversely affect
our profitability.








Capital outflow policies in China
may hamper our ability to pay dividends to shareholders in the United
States.




The People’s Republic of China has
adopted currency and capital transfer regulations. These regulations require
that we comply with complex regulations for the movement of capital. Although
Chinese governmental policies were introduced in 1996 to allow the
convertibility of RMB into foreign currency for current account items,
conversion of RMB into foreign exchange for capital items, such as foreign
direct investment, loans or securities, requires the approval of the State
Administration of Foreign Exchange. We may be unable to obtain all of the
required conversion approvals for our operations, and Chinese regulatory
authorities may impose greater restrictions on the convertibility of the RMB in
the future. Because most of our future revenues will be in RMB, any inability to
obtain the requisite approvals or any future restrictions on currency exchanges
will limit our ability to pay dividends to our shareholders.





Currency fluctuations may adversely
affect our operating results.




Beijing GRT generates revenues and
incurs expenses and liabilities in Renminbi, the currency of the People’s
Republic of China.  However, as a subsidiary of Smooth Global (China)
Holdings, it will report its financial results in the United States in U.S.
Dollars.  As a result, our financial results will be subject to the
effects of exchange rate fluctuations between these currencies.  From
time to time, the government of China may take action to stimulate the Chinese
economy that will have the effect of reducing the value of
Renminbi.  In addition, international currency markets may cause
significant adjustments to occur in the value of the Renminbi.  Any
such events that result in a devaluation of the Renminbi versus the U.S. Dollar
will have an adverse effect on our reported results.  We have not
entered into agreements or purchased instruments to hedge our exchange rate
risks.





We have limited business insurance
coverage.




The insurance industry in China is
still at an early stage of development. Insurance companies in China offer
limited business insurance products, and do not, to our knowledge, offer
business liability insurance. As a result, we do not have any business liability
insurance coverage for our operations. Moreover, while business disruption
insurance is available, we have determined that the risks of disruption and cost
of the insurance are such that we do not require it at this time. Any business
disruption, litigation or natural disaster might result in substantial costs and
diversion of resources.





Smooth Global (China) Holdings is not
likely to hold annual shareholder meetings in the next few years.




Management does not expect to hold
annual meetings of shareholders in the next few years, due to the expense
involved.  The current members of the Board of Directors were
appointed to that position by the previous directors.  If other
directors are added to the Board in the future, it is likely that the current
directors will appoint them.  As a result, the shareholders of Smooth
Global (China) Holdings will have no effective means of exercising control over
the operations of Smooth Global (China) Holdings.








Your ability to bring an action
against us or against our directors, or to enforce a judgment against us or
them, will be limited because we conduct all of our operations in China and
because most of our management resides outside of the United States.




We conduct all of our operations in
China through our wholly-owned subsidiary. All of our directors and officers
reside in China and all of the assets of those Chinese residents are located
outside of the United States. As a result, it may be difficult or impossible for
you to bring an action against us or against these individuals in the United
States in the event that you believe that your rights have been infringed under
the securities laws or otherwise. Even if you are successful in bringing an
action of this kind, the laws of the United States and of China may render you
unable to enforce a judgment against our assets or the assets of our
directors.





Item
7.  Financial Statements





The Company’s financial statements,
together with notes and the Independent Auditors’ Report, are set forth
immediately following Item 14 of this Form 10-KSB.








Item
8. Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure





Not
Applicable.





Item
8A. Controls and Procedures





(a)        Evaluation of disclosure controls and
procedures.





The term “disclosure controls and
procedures” (defined in SEC 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 under the Securities
Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and
reported within required time periods. The Company’s management, with the
participation of the Chief Executive Officer and the Chief Financial Officer,
has evaluated the effectiveness of the Company’s disclosure controls and
procedures as of the end of the period covered by this annual report (the
“Evaluation Date”). Based on that evaluation, the Company’s Chief Executive
Officer and Chief Financial Officer have concluded that, as of the Evaluation
Date, such controls and procedures were effective.





(b)        Changes in internal
controls.








The term “internal control over
financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a
company that is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. The Company’s management, with the participation of the Chief
Executive Officer and Chief Financial Officer, has evaluated any changes in the
Company’s internal control over financial reporting that occurred during the
fourth quarter of the year covered by this annual report, and they have
concluded that there was no change to the Company’s internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.





(c)
            Management’s Report on Internal
      Control over Financial
Reporting.




Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934.  We have assessed the effectiveness
of those internal controls as of December 31, 2007, using the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control –
Integrated Framework as a basis for our assessment.




Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.  All internal
control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.




A
material weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects the Company’s
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that a
material misstatement of the Company’s annual or interim financial statements
that is more than inconsequential will not be prevented or detected. In the
course of making our assessment of the effectiveness of internal controls over
financial reporting, we identified two material weaknesses in our internal
control over financial reporting.  These material weaknesses consisted
of:




a.           Inadequate staffing and supervision
within the accounting operations of our company.  The
relatively small number of employees who are responsible for accounting
functions prevents us from segregating duties within our internal control
system.  The inadequate segregation of duties is a weakness because it
could lead to the untimely identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews.







b.           Lack of expertise in U.S accounting
principles among the personnel in our Chinese
headquarters.  Our books are maintained and our financial
statements are prepared by the personnel employed at our executive offices in
the City of Beijing.  Few of our employees have experience or
familiarity with U.S accounting principles.  The lack of personnel in
our Beijing office who are trained in U.S. accounting principles is a weakness
because it could lead to improper classification of items and other failures to
make the entries and adjustments necessary to comply with U.S.
GAAP.




c.           Lack of independent control over
policy implementation.  Zheng Shuying is one of three members
of our Board of Directors; the other directors are employees of the
Company.  Zheng Shuying is also our Chief Executive Officer, our Chief
Financial Officer, and the owner of a majority of our stock.  From
time to time Ms. Zheng has made loans to finance the operations of the Company,
has transferred assets to the Company in exchange for stock, and has arranged
transactions between the Company and other entities under her
control.  The absence of other directors or officers to review these
transactions is a weakness because it could lead to improper classification of
such related party transactions.




Management
is currently reviewing its staffing and their training in order to remedy the
weaknesses identified in this assessment.  To date, we are not aware
of significant accounting problems resulting from these weaknesses; so we have
to weigh the cost of improvement against the benefit of strengthened
controls.  However, because of the above conditions, management’s
assessment is that the Company’s internal controls over financial reporting were
not effective as of December 31, 2007.




This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.





Item
8B.  Other Information




None.





PART
III





Item
9. Directors,
Executive Officers, Promoters, Control Persons and Corporate Governance;
Compliance with Section 16(a) of the Exchange Act.





The
officers and directors of the Company are:




Name
            
            Age
            
            Position with the Company
            
            DirectorSinceZheng
      Shuying
            
            41
            
            Chief
      Executive Officer, ChiefFinancial
      Officer, Director
            
            2007Liu
      Meifeng
            
            46
            
            Director
            
            2007Jin
      Guodong
            
            58
            
            Director
            
            2007








Directors hold office until the annual
meeting of the Company’s stockholders and the election and qualification of
their successors.  Officers hold office, subject to removal at any
time by the Board, until the meeting of directors immediately following the
annual meeting of stockholders and until their successors are appointed and
qualified.





Zheng
Shuying.  Since 2003 Ms. Zheng has been employed as Chief
Executive Officer of Beijing QTC Information & Services Co.,
Ltd.  Since 2005 Ms. Zheng has also been employed as Chief Executive
Officer of Beijing GRT Information Services Limited.  Both of these
companies are now subsidiaries of Smooth Global (China) Holdings, Inc. From 1992
to 2003, Ms. Zheng was Chief Executive Officer of Beijing Haodu Science &
Technology Co. Ltd., which was engaged in the business of acquiring and
marketing patents and other technology.  From 1988 to 1992 Ms. Zheng
was a Team Leader in the Finance Bureau of the City of Harbin in China, with
responsibilities for auditing.  In 1988 Ms. Zheng was awarded a
graduate degree in the Management Science College of the Zhengzhou University in
China.





Liu Meifeng.  Since 2003 Ms.
Liu has been employed as a Manager of the Accounting Department of Beijing QTC
Information & Services Co., Ltd., the subsidiary of The Bralorne Mining
Company.  From 1999 to 2003 Ms. Liu was employed as a Team Leader in
the accounting department of Beijing Zhonglian Architecture & Decoration
Engineering Co. Ltd.  In 1999 Ms. Liu was awarded an undergraduate
degree with a concentration by accounting by Renmin University of
China.





Jin
Guodong.  Since 2005 Jin Guodong has been employed as Vice
President of Beijing GRT Information Services Limited.  From 1978
until 2005 Jin Guodong was employed by the Heilongjiang Branch Company of the
People’s Insurance Company (Group) of China Property and Casualty Company
Limited.  His final position in that employ was as Manager of the
Qiqihar Branch.  In 1978 Jin Guodong earned a degree from Tianjin
University in China, with a specialty in architecture.





Audit Committee;
Compensation Committee; Nominating Committee




The Board of Directors has not yet
appointed an Audit Committee, a Compensation Committee or a Nominating
Committee, due to the relatively small size of the Board.  The Board
does not have any member who qualifies as an audit committee financial expert,
for the same reason.




Code of
Ethics




The
Company does not have a written code of ethics applicable to its executive
officers.  The Board of Directors has not adopted a written code of
ethics because there are so few executive officers of the Company.











Section 16(a) Beneficial
Ownership Reporting Compliance




None of
the officers, directors or beneficial owners of more than 10% of the Company’s
common stock failed to file on a timely basis the reports required by Section
16(a) of the Exchange Act during the year ended December 31, 2007, except that
neither Zheng Shuying nor Liu Meifeng has filed a Form 3.





Item
10.  Executive Compensation





The
following table sets forth all compensation awarded to, earned by, or paid by
Smooth Global and its subsidiaries to Zheng Shuying, its Chief Executive
Officer, for services rendered in all capacities to the Company during the years
ended December 31, 2006, 2005 and 2004.  There were no other executive
officers whose total salary and bonus for the fiscal year ended December 31,
2006 exceeded $100,000.





Year
            
            Salary
            
            Bonus
            
            Stock
      Awards
            
            Option
      Awards
            
            Other
      CompensationZheng
      Shuying
            2006
            
            $96,264
            
            -
            
            -
            
            -
            
            -2006
            
            $3,798
            
            -
            
            -
            
            -
            
            -2005
            
            $3,798
            
            -
            
            -
            
            -
            
            -





Employment
Agreements




All of our executive officers are
employed on an at-will basis.





Equity
Grants




The
following tables set forth certain information regarding the stock options
acquired by the Company’s Chief Executive Officer during the year ended December
31, 2007 and those options held by him on December 31, 2007.








Option Grants in the
      Last Fiscal YearNumber
      of securities underlying option
            Percent
      of total options granted to employees in fiscal
            Exercise
      Price
            Expiration
            Potential
      realizable value at assumed annual rates of appreciation for option
      termgranted
            year
            ($/share)
            Date
            5%
            10%Zheng
      Shuying
            --
            --
            --
            --
            --
            --





The
following tables set forth certain information regarding the stock grants
received by the executive officers named in the table above during the year
ended December 31, 2007 and held by them unvested at December 31,
2007.









Unvested Stock Awards in the Last Fiscal
      YearNumber
      of Shares That Have
      NotVested
            
            Market
      Value of Shares That Have Not
      VestedZheng
      Shuying
            0
            
            --





Remuneration of Directors





None of
the members of the Board of Directors received remuneration for service on the
Board during 2007.





Item
11.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters





There are
38,381,335 shares of Smooth Global common stock issued and
outstanding.  The following table sets forth information known to us
with respect to the beneficial ownership of our common stock as of the date of
this Report by the following:





·
            each
      shareholder known by us to own beneficially more than 5% of our common
      stock;




·
            Zheng
      Shuying, our Chief Executive
Officer;




·
            each
      of our directors; and




·
            all
      directors and executive officers as a
group.





Except as
otherwise indicated, we believe that the beneficial owners of the common stock
listed below have sole voting power and investment power with respect to their
shares,  subject to community property laws where
applicable.  Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission.





Name
      and Addressof Beneficial Owner(1)
            
            Amount
      and Nature of BeneficialOwnership(2)
            
            
            Percentageof ClassZheng
      Shuying
            
            
            20,000,000
            
            
            
            52.1
            %Liu
      Meifeng
            
            
            0
            
            
            
            --Jin
      Guodong
            
            
            1,700,000
            
            
            
            4.4
            %All
      officers and directors (3 persons)
            
            
            21,700,000
            
            
            
            56.5
            %


________________________________


(1)
            The
      address of each shareholder is Room 618, Building Hui An Xuan, +17 Anyuan
      Road,  Chaoyang District, Beijing, P.R. China
      100101.


(2)
            All
      shares are owned of record and
beneficially.










Equity
Compensation Plan Information





The
information set forth in the table below regarding equity compensation plans
(which include individual compensation arrangements) was determined as of
December 31, 2007.





Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
            
            Weighted
      average exercise price of outstanding options, warrants and
      rights
            
            Number
      of securities remaining available for future issuance under equity
      compensation plansEquity
      compensation plans approved by security holders.......
            
            0
            
            
            
            0Equity
      compensation plans not approved by security holders......
            
            0
            
            
            
            0Total..............
            
            0
            
            
            
            0








Item
12.  Certain Relationships and Related Transactions and Director
Independence





On October 24, 2007 Smooth Global
(China) Holdings, Inc. acquired the registered capital stock of Smooth Global
Services Limited.  In exchange for the capital stock of Smooth Global
Services Limited, Smooth Global (China) Holdings, Inc. issued 33,000,000 shares
of its common stock to the prior owners of Smooth Global Services
Limited.  The prior registered owners were Christina Nelson and
Shannon Lee Alsop.  They held the shares, however, as nominees for
nine residents of The People’s Republic of China.  Accordingly, upon
closing of the acquisition, Ms. Nelson and Ms. Alsop assigned the 33,000,000
shares to those nine beneficiaries.  20,000,000 of the shares were
assigned to Zheng Shuying.  Ms. Zheng is the Chief Executive Officer
of Smooth Global (China) Holdings, Inc.





Director Independence





None of the members of the Board of
Directors is independent, as “independent” is defined in the rules of the NASDAQ
Stock Market.





Item
13.  Exhibit List





(a)
      Financial Statements




Report
      of Independent Registered Public Accounting
Firm




Consolidated
      Balance Sheets - December 31, 2007.







Consolidated
      Statements of Operations and Other Comprehensive Income – Years ended
      December 31, 2007 and 2006.




Consolidated
      Statements of Changes in Stockholders’ Equity (Deficit) - Years ended
      December 31, 2007 and 2006.




Consolidated
      Statements of Cash Flows - Years ended December 31, 2007 and
      2006.




Notes
      to Consolidated Financial
Statements





(b)
      Exhibit List





3-a
            Articles
      of Incorporation – filed as an exhibit to the Registration Statement on
      Form 10-SB (SEC File #0-25707) filed on April 2, 1999, and incorporated
      herein by reference.




3-a(1)
            Certificate
      of Amendment of Articles of Incorporation - filed as an exhibit to the
      Current Report on Form 8-K filed on August 2, 2007, and incorporated
      herein by reference.




3-b
            Restated
      By-laws – filed as an exhibit to the Registration Statement on Form 10-SB
      (SEC File #0-25707) filed on April 2, 1999, and incorporated herein by
      reference.




10-a
            Trust
      and Indemnity Agreement dated September 20, 2007 among Smooth Global
      (Beijing) Telecom Science Limited and Jin Yanfang and Wang Yinxia – filed
      as an exhibit to the Current Report on Form 8-K filed on October 29, 2007,
      and incorporated herein by
reference.





21
            Subsidiaries
       –  Gold Profit (Asia) Group Limited, a BVI
      corporation


Beijing
Quan Tong Chang Information Service Limited, a PRC corporation


Smooth
Global Services Limited, a BVI corporation


Smooth
Global (Beijing) Telecom Science Limited, a PRC corporation





31
            Rule
      13a-14(a) Certification





32
            Rule
      13a-14(b) Certification





Item
14.  Principal Accountant Fees and Services





Audit Fees





Keith K. Zhen, CPA billed $50,000 in
connection with the audit of the Company’s financial statements for the year
ended December 31, 2007.    Keith K. Zhen, CPA billed
$35,000 in connection with the audit of the Company’s financial statements for
the year ended December 31, 2006.








Audit-Related Fees





Keith K. Zhen, CPA billed $0 to the
Company during 2007 for assurance and related services that are reasonably
related to the performance of the 2007 audit or review of the quarterly
financial statements. Keith K. Zhen, CPA billed $0 to the Company during 2006
for assurance and related services that are reasonably related to the
performance of the 2006 audit or review of the quarterly financial
statements.





Tax Fees





Keith K. Zhen, CPA  billed $0
to the Company during 2007 for professional services rendered for tax
compliance, tax advice and tax planning.  Keith K. Zhen,
CPA  billed $0 to the Company during 2006 for professional services
rendered for tax compliance, tax advice and tax planning.





All Other Fees





Keith K. Zhen, CPA  billed $0
to the Company in 2007 and $0 in 2006 for services not described
above.





It is the policy of the Company
that all services other than audit, review or attest services must be
pre-approved by the Board of Directors.  No such services have been
performed by Keith K. Zhen, CPA.







SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 
 
 
 INDEX
 
 
 
 
 
 PAGEREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              
              F-2CONSOLIDATED
      BALANCE SHEETS
              
              F-3CONSOLIDATED
      STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
              
              F-4CONSOLIDATED
      STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
              
              F-5CONSOLIDATED
      STATEMENTS OF CASH FLOWS
              
              F-6NOTES
      TO CONSOLICATED FINANCIAL STATEMENTS
              
              F-7
 
 
 
 
 
  F-1
  KEITH
K. ZHEN, CPA
 CERTIFIED
PUBLIC ACCOUNTANT
 2070
WEST 6TH STREET - BROOKLYN, NY 11223 - TEL (347) 408-0693 - FAX (347) 602-4868 -
EMAIL :KEITHZHEN@GMAIL.COM
 
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board of
Directors
 Smooth
Global (China) Holdings, Inc.
 F/K/A The
Bralorne Mining Company
 
 We have
audited the accompanying consolidated balance sheet of Smooth Global (China)
Holdings, Inc. and subsidiaries as of  December 31, 2007 and 2006, and
the related statements of income, stockholders' equity and comprehensive income,
and cash flows for each of the years in the two-year period ended December 31,
2007.  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 audit.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Smooth Global (China) Holdings,
Inc. and subsidiaries as of  December 31, 2007 and 2006, and the
results of its operations and its cash flows for each of the years in the
two-year period ended December 31, 2007 in conformity with accounting principles
generally accepted in the United States of America.
 
 
 /s/Keith
K. Zhen, CPA
 
 Keith K.
Zhen, CPA
 Brooklyn,
New York
 April 7,
2008
 
  F-2
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 CONSOLIDATED
BALANCE SHEETS
 
 
 December
      31,
              
              
              December
      31,2007
              
              
              2006ASSETSCurrent
      Assets:Cash
      and cash equivalents
              
              $
              521,016
              
              
              $
              42,985Accounts
      receivable, net (Note 4)
              
              
              209,948
              
              
              
              49,003Prepaid
      expense (Note 5)
              
              
              370,632
              
              
              
              21,096Purchased
      calling card
              
              
              403
              
              
              
              -Total
      current assets
              
              
              1,101,999
              
              
              
              113,084Property,
      Plant, and Equipment, net (Note 6)
              
              
              281,482
              
              
              
              54,454Contract
      Security Deposit (Note 7)
              
              
              83,400
              
              
              
              1,282Total
      Assets
              
              $
              1,466,881
              
              
              $
              168,820LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accrued
      expenses (Note 8)
              
              
              59,548
              
              
              
              36,470Taxes
      payable
              
              
              399
              
              
              
              -Deferred
      revenue
              
              
              1,079
              
              
              
              -Due
      to shareholders (Note 9)
              
              
              -
              
              
              
              240Total
      Current Liabilities
              
              
              61,026
              
              
              
              36,710Commitments
      and Contingencies (Note 15)
              
              
              -
              
              
              
              -Stockholders'
      Equity:Common
      stock, $0.001 par value, 200,000,000 shares authorized;38,381,375
      shares issued and outstanding as of December 31, 2007
              
              
              38,381
              
              
              
              -33,000,000
      shares issued and outstanding as of December 31, 2006
              
              
              -
              
              
              
              33,000Additional
      paid-in capital
              
              
              799,255
              
              
              
              209,640Unamortized
      contractual services costs
              
              
              (261,213
              )Statutory
      reserves
              
              
              236,875
              
              
              
              -Retained
      earnings
              
              
              501,476
              
              
              
              (121,169
              )Accumulated
      other comprehensive income
              
              
              91,081
              
              
              
              10,639Stockholders'
      Equity
              
              
              1,405,855
              
              
              
              132,110Total
      Liabilities and Stockholders' Equity
              
              $
              1,466,881
              
              
              $
              168,820
 
 
 See
Notes to Consolidated Financial Statements
  F-3
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
 
 
 For
      the Year EndedDecember 31,2007
              
              
              2006Revenues(a)
      QTC VoIP call time distribution
              
              $
              8,139
              
              
              $
              -(b)
      GRT public telephone service
              
              
              76,111
              
              
              
              85,853(c)
      GRT network solution
              
              
              113,749
              
              
              
              33,402(d)
      GRT sales of call forwarding cards
              
              
              1,196,996
              
              
              
              -(e)
      GRT franchise fees
              
              
              527,753
              
              
              
              -Total
      Revenue
              
              
              1,922,748
              
              
              
              119,255Costs
      of Revenue(a)
      QTC VoIP call time distribution
              
              
              8,684
              
              
              
              -(b)
      GRT public telephone service
              
              
              108,301
              
              
              
              137,024(c)
      GRT network solution
              
              
              24,287
              
              
              
              -(d)
      GRT sales of call forwarding cards
              
              
              599,253
              
              
              
              -Total
      Costs of Revenue
              
              
              740,525
              
              
              
              137,024Gross
      Profit
              
              
              1,182,223
              
              
              
              (17,769
              )Operating
      ExpensesCompensation
      to CEO
              
              
              96,264
              
              
              
              -Payroll
      and employee benefit
              
              
              22,804
              
              
              
              13,775Depreciation
      expenses
              
              
              28,533
              
              
              
              13,291Office
      expenses
              
              
              16,067
              
              
              
              8,947Repair
      and maintenance
              
              
              11,647
              
              
              
              2,417Professional
      fees
              
              
              46,118
              
              
              
              28,926Consultant
      fees (Note 12)
              
              
              71,793
              
              
              
              -Travel
      and entertainment
              
              
              24,011
              
              
              
              4,981Other
      general and administrative expenses
              
              
              5,916
              
              
              
              7,591Total
      Operating Expenses
              
              
              323,153
              
              
              
              79,928Income
      (Loss) from Operation
              
              
              859,070
              
              
              
              (97,697
              )Other
      IncomeInterest
      income
              
              
              450
              
              
              
              1,145Commission
      on sales of art
              
              
              -
              
              
              
              31,393Total
      other income
              
              
              450
              
              
              
              32,538Income
      (Loss) before provision for Income Tax
              
              
              859,520
              
              
              
              (65,159
              )Provision
      for Income Tax
              
              
              -
              
              
              
              -Net
      Income
              
              
              859,520
              
              
              
              (65,159
              )Other
      Comprehensive Income (Loss) Effects of Foreign Currency
      Conversion
              
              
              80,442
              
              
              
              5,094Comprehensive
      Income (Loss)
              
              $
              939,962
              
              
              $
              (60,065
              )Basic
      and fully diluted earnings (loss) per share
              
              $
              0.03
              
              
              $
              (0.00
              )Weighted
      average shares outstanding
              
              
              33,896,896
              
              
              
              33,000,000
 
 See
Notes to Consolidated Financial Statements
  F-4
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
 
 FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
 
 Common
      Stock
              
              
              Additional
              
              
              Registered
              
              
              Unamortized
      Contractual
              
              
              
              
              
              
              
              
              Accumulated
      Other
              
              
              Total$0.001 Par
      Value
              
              
              Paid-in
              
              
              Capital
              
              
              Service
              
              
              Statutory
              
              
              Retained
              
              
              Comprehensive
              
              
              Owners'Shares
              
              
              Amount
              
              
              Capital
              
              
              Receivable
              
              
              Costs
              
              
              Reserve
              
              
              Earnings
              
              
              Income
              
              
              EquityBalances
      at January 1, 2006
              
              
              1,000
              
              
              $
              1,000
              
              
              $
              240,640
              
              
              $
              (33,379
              )
              
              $
              -
              
              
              $
              -
              
              
              $
              (56,010
              )
              
              $
              5,545
              
              
              $
              157,796Common
      stock issued for acquisition of Smooth Global (reverse
    merger)
              
              
              33,000,000
              
              
              
              33,000
              
              
              
              (33,000
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Smooth
      Global share exchange
              
              
              (1,000
              )
              
              
              (1,000
              )
              
              
              1,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Issuance
      of common stock of Smooth Global
              
              
              -
              
              
              
              -
              
              
              
              1,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,000Registered
      capital contribution from GRT
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              33,379
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              33,379Net
      Income (Loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (65,159
              )
              
              
              -
              
              
              
              (65,159
              )Other
      comprehensive income effects of exchange rates
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              5,094
              
              
              
              5,094Balances
      at December 31, 2006
              
              
              33,000,000
              
              
              
              33,000
              
              
              
              209,640
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (121,169
              )
              
              
              10,639
              
              
              
              132,110Registered
      capital contribution from Beijing Telecom
              
              
              -
              
              
              
              -
              
              
              
              96,717
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              96,717Reverse
      merger adjustment*
              
              
              5,381,375
              
              
              
              5,381
              
              
              
              159,891
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              165,272Shares
      issued for contractual services
              
              
              -
              
              
              
              -
              
              
              
              333,007
              
              
              
              -
              
              
              
              (261,213
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              71,794Net
      Income (Loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              859,520
              
              
              
              -
              
              
              
              859,520Appropriation
      to statutory reverse funds (GRT)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              138,636
              
              
              
              (138,636
              )
              
              
              -
              
              
              
              -Adjustment
      to statutory reverse funds (QTC)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              98,239
              
              
              
              (98,239
              )
              
              
              -
              
              
              
              -Other
      comprehensive income effects of exchange rates
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              80,442
              
              
              
              80,442Balances
      at December 31, 2007
              
              
              38,381,375
              
              
              $
              38,381
              
              
              $
              799,255
              
              
              $
              -
              
              
              $
              (261,213
              )
              
              $
              236,875
              
              
              $
              501,476
              
              
              $
              91,081
              
              
              $
              1,405,855
 
 *  The
reverse merger adjustment represents the recording of Smooth Global (China)'s
shares issued and outstanding at the time of the reverse merger.
 
 See
Notes to Consolidated Financial Statements
  F-5
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 
 For
      the Years EndedDecember 31,2007
              
              
              2006Operating
      ActivitiesNet
      income (loss)
              
              $
              859,520
              
              
              $
              (65,159
              )Adjustments
      to reconcile net income (loss) to net cash provided (used) by operating
      activities:Depreciation
              
              
              28,533
              
              
              
              13,291Common
      stocks issued for consultant service
              
              
              333,007Deferred
      consultant compensation
              
              
              (261,213
              )Changes
      in operating assets and liabilities:(Increase)/Decrease
      in accounts receivable
              
              
              (160,945
              )
              
              
              (19,243
              )(Increase)/Decrease
      in purchased SIM cards
              
              
              (402
              )
              
              
              -(Increase)/Decrease
      in prepaid expenses
              
              
              (349,536
              )
              
              
              49,200(Increase)/Decrease
      in contract security deposit
              
              
              (82,118
              )
              
              
              (1,282
              )Increase/(Decrease)
      in accounts payable and accrued expenses
              
              
              23,078
              
              
              
              34,341Increase/(Decrease)
      in deferred revenue
              
              
              1,079
              
              
              
              -Increase/(Decrease)
      in taxes payable
              
              
              399
              
              
              
              -Net
      cash provided (used) by operating activities
              
              
              391,402
              
              
              
              11,148Investing
      ActivitiesPurchase
      of fixed assets
              
              
              (8,707
              )
              
              
              (41,792
              )Net
      cash (used) by investing activities
              
              
              (8,707
              )
              
              
              (41,792
              )Financing
      ActivitiesRegistered
      capital contribution from GRT
              
              
              -
              
              
              
              33,379Proceeds
      from issuance of common stock of Smooth Global
              
              
              -
              
              
              
              1,000Registered
      capital contribution from Beijing Telecom
              
              
              96,717
              
              
              
              -Loans
      from shareholders
              
              
              -
              
              
              
              240Payback
      loans from shareholders
              
              
              (240
              )
              
              
              -Net
      cash provided (used) by financing activities
              
              
              96,477
              
              
              
              34,619Increase
      (decrease) in cash
              
              
              479,172
              
              
              
              3,975Effects
      of exchange rates on cash
              
              
              (1,141
              )
              
              
              5,379Cash
      at beginning of the period
              
              
              42,985
              
              
              
              33,631Cash
      at end of the period
              
              $
              521,016
              
              
              $
              42,985Supplemental
      Disclosures of Cash Flow Information:Cash
      paid (received) during year for:Interest
              
              $
              -
              
              
              $
              -Income
      taxes
              
              $
              -
              
              
              $
              -
 
 
 See
Notes to Consolidated Financial Statements
  F-6
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note1-
                ORGANIZATION
      AND OPERATIONS
 
 Organization
and Business Background
 
 The
Bralorne Mining Company ("Bralorne") was incorporated under the laws of the
State of Nevada on December 2, 1998 with authorized common stock of 200,000,000
shares at $0.001 par value.  Currently, the Company principally
engages in the business to provide telecommunication services in the People's
Republic of China ("PRC'), through its wholly-owned subsidiaries, Gold Profit
(Asia) Group Limited ("Gold Profit") and Smooth Global Services Limited ("Smooth
Global").  On July 31, 2007, Bralorne changes its name to Smooth
Global (China) Holdings, Inc. ("Smooth Global (China)" or the
Company).
 
 On
November 2, 2006, Bralorne entered into an Share Exchange Agreement (“the
Agreement") with the sole shareholder of Gold Profit to exchange 1,333,334
shares (40,000,000 shares prior to reverse stock split on July 31, 2007) of
common stock of Bralorne for 100% of the outstanding stock of Gold
Profit.  Upon the execution of the Agreement, Gold Profit became a
wholly-owned subsidiary of Bralorne.
 
 Gold
Profit was incorporated as a limited liability company in the British Virgin
Islands (“BVI”) under the BVI Business Companies Act on July 28, 2006, for the
purpose of seeking and consummating a merger or acquisition with a business
entity organized as a private corporation, partnership, or sole proprietorship
as defined by Statement of Financial Accounting Standards (SFAS) No. 7
“Accounting and Reporting by Development Stage Enterprises”.
 
 On
September 8, 2006, Gold Profit entered into a Share Purchase Agreement with all
the shareholders of Beijing Quan Tong Chang Information Service Limited a/k/a
Beijing Smooth Global Information Services Ltd. (”QTC') to acquire 100% of QTC's
registered capital for RMB500,000 (equivalent to US$60,386).  Upon
completion of this transaction, QTC became a wholly-owned subsidiary of Gold
Profit.
 
 Under the
Company Law of PRC, QTC was incorporated in Beijing City, PRC on August 2, 2003
with a registered capital of RMB500,000 (equivalent to
US$60,386).  QTC is engaged in the business of providing
telecommunication services in PRC.
 
  F-7
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note1-
                  ORGANIZATION
      AND OPERATIONS (continued)
 Organization
and Business Background (continued)
 
 On
October 24, 2007 Smooth Global (China) completed the acquisition of all the
registered capital stock of Smooth Global.  In exchange for the
capital stock of Smooth Global, Smooth Global (China) issued 33,000,000 shares
of its common stock to the prior owners of Smooth Global.  The prior
registered owners were Christina Nelson and Shannon Lee Alsop.  They
held the shares, however, as nominees for nine residents of
PRC.  Accordingly, upon closing of the acquisition, Ms. Nelson and Ms.
Alsop assigned the 33,000,000 shares to those nine
beneficiaries.  20,000,000 of the shares were assigned to Zheng
Shuying.  Ms. Zheng is the Chief Executive Officer of Smooth Global
(China).  Also, Smooth Global became a wholly-owned subsidiary of
Smooth Global (China) upon completion of the acquisition.
 
 Smooth
Global was incorporated on January 25, 2006 in the British Virgin Island ("BVI")
under the BVI Business Companies Act, 2004, as a BVI Business
Company.  The Company was formed for the purpose of seeking and
consummating a merger or acquisition with a business entity organized as a
private corporation, partnership, or sole proprietorship as defined by Statement
of Financial Accounting Standards (SFAS) No. 7.
 
 On June
28, 2007, the Company established a wholly owned subsidiary, Smooth Global
(Beijing) Telecom Science Limited ("Beijing Telecom") in the Beijing City,
PRC.  Beijing Telecom was incorporated under the Company Law of PRC as
a limited liability company with registered capital of
$100,000.  Beijing Telecom was formed for the purpose of seeking and
consummating a merger or acquisition with a business entity organized in PRC and
engaged in the business of providing telecommunication services.
 
 On
September 20, 2007, Ms. Yianfang Jin and Ms. Yianxia Wang (collectively the
"Trustees"), both of whom are citizens of PRC and totally own a 100% equity
ownership interest in Beijing GRT Information Services Limited ( "GRT"
),  executed Trust and Indemnity Agreements ("Agreements") with
Beijing Telecom, pursuant to which the Trustees assigned to Beijing Telecom all
of the beneficial interest in the Trustee's equity ownership interest in
GRT.  The Agreements provided for effective control of GRT to be
transferred to Beijing Telecom at September 20, 2007.
 
 Through
the Agreements described in the preceding paragraph Beijing Telecom is deemed a
100% beneficiary of GRT resulting in GRT being deemed a subsidiary of Beijing
Telecom under the requirements of Financial Interpretation 46 (Revised)
"Consolidation of Variable Interest Entities" issued by the Financial Accounting
Standards Board ("FASB").   Accordingly, the consolidated
financial statements of Smooth Global and its wholly owned
subsidiary,  Beijing Telecom, will be prepared by including the
financial statements of GRT through September 20, 2007 and
thereafter.
 
  F-8
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      1-
              ORGANIZATION
      AND OPERATIONS (continued)
 
 Organization
and Business Background (continued)
 
 GRT and
QTC are the two of these affiliated companies that are engaged in business
operations.  Smooth Global (China), Gold Profit, Smooth Global, and
Beijing Telecom are all holding companies, whose business is to hold an equity
ownership interest in QTC and a beneficial interest in GRT.   All
these affiliated companies are hereafter referred to as the "Company", whose
structure is outlined as following:
   
  Reverse
Merger Accounting
 
 The
merger of Smooth Global (China) with Smooth Global results in a capital
transaction accounted for as a reverse merger.  The transaction was
treated for accounting purposes as a recapitalization of the accounting acquirer
(Smooth Global) and a reorganization of the accounting acquiree (Smooth Global
(China)). Accordingly, the historical consolidated financial statements
presented prior to the merger are the historical consolidated financial
statements of Smooth Global, which includes Smooth Global's wholly-owned
subsidiary, Beijing Telecom, and its variable interest entity,
GRT.  The consolidated financial statements presented post to the
merger are the consolidated financial statements of Smooth Global (China) and
its subsidiaries and variable interest entity, which include GRT,  and
QTC from the acquisition date, October 24, 2007.
 
  F-9
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      1-
              ORGANIZATION
      AND OPERATIONS (continued)
 
 Business
Operation
 
 (a)
QTC VoIP Call Time Distribution
 
 QTC
telecommunication services mainly focus on call time distribution.  It
provides enterprise phone users and public phone users with access to China
Netcom (Shaoxing) Corporation Limited (“CNSX”) and China Netcom (Guangdong)
Corporation Limited (“CNGD”) network via phones connected to QTC's
telecommunication server.  Both CNSX and CNGD are subsidiaries of
China Netcom (Group) Company Limited, one of the largest telecommunications
carriers in PRC. QTC signed non-exclusive distribution agreement with CNSX and
CNGD to distribute their Voice Over Internet Protocol (“VoIP”) call time in the
PRC.
 
 
 (b)
GRT Public Telephone Service
 
 GRT
provides public phone users with access to China United Telecommunications
(Beijing) Corporation Limited (“CUBJ”) network via paid phones installed in
outlets located in universities, convenience shops and street
corners.  These outlets are managed but not necessary owned by GRT.
CUBJ is a subsidiary of China United Telecommunications Corporation Limited
("CUTC"), one of the largest telecommunications carriers in PRC. GRT signed
non-exclusive distribution agreement with CUBJ to distribute its traditional
fixed line call time in Beijing City, PRC.
 
 
 (c)
GRT Network Solution
 
 GRT also
provides computer networking and telephone solutions to its customers, mainly
the commercial buildings located in PRC, including design and implementation of
network system, and purchasing and installation of hardware and
software.
  
 (d)
GRT International Call Forwarding Service
 
 GRT
provides China mobile phone users with international call forwarding service,
which resembles the function of international roaming services.  GRT
provides subscribers with SIM cards of the destination country or region with
predefined call forwarding time.  The subscribers forward their mobile
phone calls to a specified GRT number and instruct GRT to further forward the
calls to a telephone number in their destination country or
region.  This enables the mobile phone user to receive local calls for
a competitive tariff rate when they are traveling abroad.
 
  F-10
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      2-
              Control
      by Principal Stockholders
 
 The chief
executive officer owns beneficially and in the aggregate, the majority of the
voting power of the Company. Accordingly, the chief executive officer has the
ability to control the approval of most corporate actions, including approving
significant expenses, increasing the authorized capital stock and the
dissolution, merger or sale of the Company's assets.
 
 Note
      3-
              SIGNIFICANT
      ACCOUNTING POLICIES
 
 Basis
of Presentation
 
 The
consolidated financial statements include the accounts of the Company and all
its majority-owned subsidiaries which require
consolidation.  Inter-company transactions have been eliminated in
consolidation.
 
 The
consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America ("US
GAAP").  This basis of accounting differs from that used in the
statutory accounts of the Company, which are prepared in accordance with the
"Accounting Principles of China " ("PRC GAAP").  Certain accounting
principles, which are stipulated by US GAAP, are not applicable in the PRC
GAAP.  The difference between PRC GAAP accounts of the Company and its
US GAAP financial statements is immaterial.
 
 
 Use
of Estimates
 
 The
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. In
preparing these financial statements, management makes estimates and assumptions
that affect the reported amounts of assets and liabilities in the balance sheets
and revenues and expenses during the years reported. Actual results may differ
from these estimates.
 
 
 Revenue
Recognition
 
 The
Company recognizes its revenues net of sales taxes and sales-related taxes. In
accordance with the SEC’s Staff Accounting Bulletin No. 104, Revenue Recognition
, the Company recognizes revenue when persuasive evidence of an arrangement
exists, transfer of title and the risks and rewards of ownership have occurred
or services have been rendered and accepted, the selling price is fixed or
determinable and collectibility is reasonably assured.
 
  F-11
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      3-
              SIGNIFICANT
      ACCOUNTING POLICIES (continued)
 
 Revenue
Recognition (continued)
 
 (a)
QTC VoIP Call Time Distribution
 
 QTC
contracted with CNSX and CNGD for the distribution of their VoIP call time. VoIP
call time distribution revenue is generally recognized when the end user makes a
call through the phone connected to QTC's telecommunication server.
 
 Pursuant
to the contracts with CNSX and CNGD, QTC pays tariff to the telecommunication
carriers in advance and connects its telecommunication server to the carriers'
network.  Then, QTC distributes the VoIP call time to its customers
who connect their phones to QTC’s server.   The customers also
pay tariff to QTC in advance.  Monthly, the telecommunication carriers
bill QTC for the VoIP call time that it distributes.  In turn, QTC
bills its customers for the VoIP call time which the customers consume, based on
the records provided by its own server.
 
 
 (b)  GRT
Public Telephone Service
 
 GRT sets
up outlets through CUBJ's network to provide public telephone service to end
users.  GRT buys call time from CUBJ in advance and then distribute to
end users via these outlets.  GRT recognizes revenue when the tariff
is collected after an end user places a telephone call.  GRT records
revenue from outlets after netting outlets' operating expenses since such
expenses are instable.
 
 Pursuant
to the distribution agreement with CUBJ, GRT is entitled to refund a certain
percentage of call time cost and the percentage varies based on the volume of
call time which GRT distributes monthly.  GRT records these refunds as
revenue because GRT has to issue sales invoices to CUBJ for the
refunds.  GRT generally received these refunds one month
behind.
 
 
 (c)
GRT Network Solution
 
 GRT
provides network solution to enterprise customers, including design and
implementation of internet and telephone network.  The contracts are
accounted for as one unit of accounting as the criteria for separation are not
met, and revenue for billed amounts is recognized when customer’s acceptance is
obtained provided that no significant obligations remain.
 
  F-12
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      3-
              SIGNIFICANT
      ACCOUNTING POLICIES (continued)
 
 (d)
International Call Forwarding Service
 
 GRT
purchases a foreign SIM card and then attaches it with a specified phone number,
which GRT bought from China Netcom (Shanghai) Corporation Limited
(“CNSH”).   When a mobile phone call is forwarded to that
particular phone number, GRT will further forward the call to the related SIM
card, via the network of either CNSH or China Netcom (Shaoxing) Corporation
Limited ("CNSX").  Both CNSH and CNSX are subsidiaries of China Netcom
Corporation Limited, one of the largest telecommunications carries in
PRC.  GRT signed non-exclusive agreements with CNSH and CNSX to
forward phone calls via their network.
 
 GRT sells
SIM cards either directly to end users or via its franchised distributors, who
signed non-exclusive Distribution Agreements with GRT to distribute its SIM
cards.
 
 (1)   When
GRT sells SIM cards directly to end users, it recognizes revenue when the SIM
cards are expired as indicated in the description printed on the envelop
containing the SIM card.
 
 (2)   When
GRT sells SIM cards to its franchised distributors, it recognizes revenue when
the SIM cards are delivered to the distributors and the payments have been
received, at which time Management believes the sales transactions have been
completed pursuant to the Distribution Agreements.
 
 
 (e)
Franchise Fees from Franchised Distributers
 
 GRT
recognizes revenue from franchise fees and training fees when the Management
believes that all material services and conditions applicable to the sale have
been substantially performed pursuant to the Distribution
Agreements.  The Management believes that substantial performance
under FASB 45, Accounting for
Franchise Fee Revenue, is indicated by: (1) absence of intent to refund
cash received; (2) performance of substantially all initial services; and (3)
nonexistence of other material conditions related to performance.
 
 Revenue
that GRT recognized from franchise fees and training fees amounted to $0 in the
year ended December 31, 2006, and $527,735 from 16 franchised distributors for
the year ended December 31, 2007.
 
  F-13
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
      3-
                SIGNIFICANT
      ACCOUNTING POLICIES (continued)
 Cost
of Revenue
 
 (a)
QTC VoIP Call Time Distribution
 
 Costs of
VoIP call time distribution principally include the costs of VoIP call time
purchased from CNSX and CNGD.
 
 
 (b)  GRT
Public Telephone Service
 
 Costs of
public telephone service mainly include costs to buy call time from
CUBJ.
 
 
 (c)
GRT Network Solution
 
 Costs of
network solution principally include materials and equipment particularly
purchased for the projects, and the labor that GRT assigns to the
projects.  Because these employees also work on the maintenance
function in the day-to-day operation and it is difficult to distinguish their
working hours between network projects and maintenance function, and the amount
is immaterial, these labor costs are included in the general and administrative
expenses.
 
 
 (d)
International Call Forwarding Service
 
 Costs of
international call forwarding services principally include the costs to purchase
SIM cards, the costs of telephone number, and the call forwarding fees charged
by the telecommunication carriers.
 
 
 (e)
Franchise Fees from Franchised Distributers
 
 Costs of
franchise fees principally include the costs to prepare the distribution
agreements, which amount is immaterial and included in the general and
administrative expenses.
 
  F-14
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
      3-
                SIGNIFICANT
      ACCOUNTING POLICIES (continued)
 Cash
and Cash Equivalents
 
 Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits
placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.
 
 
 Accounts
Receivable
 
 Trade
accounts receivable are recorded at the invoiced amount and do not bear
interest. The allowance for doubtful accounts is the Management’s best estimate
of the amount of probable credit losses in the Company’s existing accounts
receivable. The Company determines the allowance based on historical write-off
experience. The Company reviews its allowance for doubtful accounts on a regular
basis. Past due balances over 90 days and over a specified amount are reviewed
individually for collectibility. All other balances are reviewed on a pooled
basis by industry. Account balances are charged off against the allowance after
all means of collection have been exhausted and the potential for recovery is
considered remote.  If actual collections experience changes,
revisions to the allowance may be required.
 
 
 Concentrations
of Credit Risk
 
 Financial
instruments that subject the Company to concentrations of credit risk consist
primarily of cash and cash equivalents. The Company maintains its cash and cash
equivalents with high-quality institutions. While deposits held with banks are
not insurance in PRC, these deposits generally may be redeemed upon demand and
therefore bear minimal risk.
 
 
 Fair
Value of Financial Instruments
 
 The
carrying value of the Company’s financial instruments, which include cash and
cash equivalents, accounts receivables and payables, and amounts due from/to
shareholders, approximate fair value due to the short maturities of those
instruments.
 
 
 Impairment
of Long-life Assets
 
 Long-lived
assets and certain identifiable intangibles are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.
  
   F-15
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
      3-
                SIGNIFICANT
      ACCOUNTING POLICIES (continued)
 Property
and Equipment
 
 Plant and
equipment are stated at cost less accumulated depreciation and accumulated
impairment losses, if any.  Depreciation is calculated on the
straight-line basis over the following expected useful lives from the date on
which they become fully operational and after taking into account their
estimated residual values:
 
 Depreciable
              
              ResidualLife
              
              ValueNetwork
      and computer equipment
              
              5
      years
              
              4%Office
      equipment and furniture
              
              5
      years
              
              4%Leasehold
      Improvements
              
              5
      years (Lease duration)
              
              0%
 
 Expenditure
for maintenance and repairs is expended as incurred.
 
 
 Research
and Development Costs
 
 Research
and development costs are expensed when incurred. The major components of these
research and development costs are the labor cost. Research and development
costs were immaterial for the years ended December 31, 2007 and 2006,
respectively.
 
 
 Advertising
Costs
 
 The
Company expenses advertising costs as incurred in accordance with the American
Institute of Certified Public Accountants (“AICPA”) Statement of Position 93-7,
“Reporting for Advertising Costs”. Advertising expenses were immaterial for the
years ended December 31, 2007 and 2006, respectively.
  
 Comprehensive
Income
 
 Statement
of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
Income,” establishes standards for reporting and display of comprehensive
income, its components and accumulated balances.  Comprehensive income
as defined includes all changes in equity during a period from non-owner
sources. Accumulated comprehensive income, as presented in the accompanying
statement of changes in shareholders' equity consists of changes in unrealized
gains and losses on foreign currency translation.  This comprehensive
income is not included in the computation of income tax expense or
benefit.
 
  F-16
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
      3-
                SIGNIFICANT
      ACCOUNTING POLICIES (continued)
 Foreign
Currencies Translation
 
 The
functional currency of the Company is Renminbi (“RMB”). Transactions denominated
in currencies other than RMB are translated into RMB at the exchange rates
quoted by the People’s Bank of China (“PBOC”) prevailing at the date of the
transactions. Monetary assets and liabilities denominated in foreign currencies
are translated into RMB using the applicable exchange rates quoted by the PBOC
at the balance sheet dates. Exchange differences are included in the statements
of changes in shareholders' equity.  Gain and losses resulting from
foreign currency transactions are included in operations.
 
 The
Company’s financial statements are translated into the reporting currency, the
United States Dollar (“US$”), using exchange rates in effect at each year end
for assets and liabilities and average exchange rates during each reporting year
for the consolidated statements of operations. Contributed capital accounts are
translated using the historical rate of exchange when capital is
injected.  Translation adjustments resulting from translation of these
consolidated financial statements are reflected as accumulated other
comprehensive income in the shareholders’ equity.
 
 Translation
adjustments resulting from this process are included in accumulated other
comprehensive income (loss) in the consolidated statement of changes in
shareholders’ equity and amounted to $91,081 and $10,638 as of December 31, 2007
and 2006, respectively.  The balance sheet amounts with the exception
of equity at December 31, 2007 were translated at 7.31 RMB to $1.00 USD as
compared to 7.80 RMB at December 31, 2006. The equity accounts were stated at
their historical rate.  The average translation rates applied to
income statement accounts for the years ended December 31, 2007 and 2006 were
7.61 RMB and 7.96 RMB, respectively.
 
 
 Segment
Reporting
 
 SFAS No.
131 “Disclosures about Segments of an Enterprise and Related Information”
establishes standards for reporting information about operating segments on a
basis consistent with the Company’s internal organization structure as well as
information about geographical areas, business segments and major customers in
financial statements. The Company operates in five principal business
segments.
 
 
 Related
Parties
 
 For the
purposes of these financial statements, parties are considered to be related to
the Company if the Company has the ability, directly or indirectly, to control
the party or exercise significant influence over the party in making financial
and operating decisions, or vice versa, or where the Company and the party are
subject to common control or common significant influence. Related parties may
be individuals or other entities.
 
  F-17
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
      3-
                SIGNIFICANT
      ACCOUNTING POLICIES (continued)
 Statutory
Reserves
 
 Pursuant
to the applicable laws in PRC, PRC entities are required to make appropriations
to three non-distributable reserve funds, the statutory surplus reserve,
statutory public welfare fund, and discretionary surplus reserve, based on
after-tax net earnings as determined in accordance with the PRC GAAP, after
offsetting any prior years’ losses. Appropriation to the statutory surplus
reserve should be at least 10% of the after-tax net earnings until the reserve
is equal to 50% of the Company's registered capital.  Appropriation to
the statutory public welfare fund is 5% to 10% of the after-tax net
earnings.  The statutory public welfare fund is established for the
purpose of providing employee facilities and other collective benefits to the
employees and is non-distributable other than in liquidation.  No
appropriations to the discretionary surplus reserve are made at the discretion
of the Board of Directors.
 
 QTC did
not make appropriation to the statutory surplus reserve fund and statutory
public welfare fund in 2007 and 2006 due to losses.
 
 GRT did
not make appropriation to the statutory surplus reserve fund and statutory
public welfare fund in 2006 due to the losses.  In 2007, GRT made
$72,797 appropriation to the statutory surplus reserve fund, and $36,399 to the
statutory public welfare fund.
 
 The
following is a summary of changes in statutory reserves fund:
 
 ConsolidationQTC
              
              
              GRT
              
              
              Adjustment
              
              
              TotalBalance
      at January 1, 2006
              
              $
              98,239
              
              
              $
              -
              
              
              
              (98,239
              )
              
              $
              -Appropriation
      to statutory surplus reserve fund
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              -Appropriation
      to statutory public welfare fund
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              -Balance
      at December 31, 2006
              
              $
              98,239
              
              
              $
              -
              
              
              
              
              
              
              $
              -Appropriation
      to statutory surplus reserve fund
              
              
              -
              
              
              
              92,424
              
              
              
              
              
              
              
              92,424Appropriation
      to statutory public welfare fund
              
              
              -
              
              
              
              46,212
              
              
              
              
              
              
              
              46,212Consolidating
      QTC from Oct. 24, 2007 through December 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              98,239
              
              
              
              98,239Balance
      at December 31, 2007
              
              $
              98,239
              
              
              $
              138,636
              
              
              
              
              
              
              $
              236,875
 
  F-18
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
      3-
                SIGNIFICANT
      ACCOUNTING POLICIES (continued)
 Income
Taxes
 
 The
Company accounts for income tax using SFAS No. 109 “Accounting for Income
Taxes”, which requires the asset and liability approach for financial accounting
and reporting for income taxes. Under this approach, deferred income taxes are
provided for the estimated future tax effects attributable to temporary
differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases, and for the expected future tax
benefits from loss carry-forwards and provisions, if any. Deferred tax assets
and liabilities are measured using the enacted tax rates expected in the years
of recovery or reversal and the effect from a change in tax rates is recognized
in the statement of operations in the period of enactment. A valuation allowance
is provided to reduce the amount of deferred tax assets if it is considered more
likely than not that some portion of, or all of the deferred tax assets will not
be realized.
 
 
 Earnings
(Loss) Per Share
 
 The
Company reports earnings per share in accordance with the provisions of SFAS No.
128, “Earnings Per Share.” SFAS No. 128 requires presentation of basic and
diluted earnings per share in conjunction with the disclosure of the methodology
used in computing such earnings per share.  Basic earnings (loss) per
share is computed by dividing income (loss) available to common shareholders by
the weighted-average number of common shares outstanding during the
period.  Diluted earnings per share is computed similar to basic
earnings per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive.  There are no potentially dilutive securities outstanding
(options and warrants) for the years ended December, 2007 and 2006,
respectively.
 
 
 Recent
Accounting Pronouncements
 
 In
December 2007, the FASB issued Statements of Financial Accounting Standards No.
141 (revised 2007), “Business Combinations” (“SFAS 141R”) and No. 160,
“Noncontrolling Interests in Consolidated Financial Statements – an amendment to
ARB No. 51” (“SFAS 160”).  Both SFAS 141R and SFAS 160 are to be
adopted effective January 1, 2009.  SFAS 141R requires the application
of several new or modified accounting concepts that, due to their complexity,
could introduce a degree of volatility in periods subsequent to a material
business combination.  SFAS 141R requires that all business
combinations result in assets and liabilities acquired being recorded at their
fair value, with limited exceptions.  Other areas related to business
combinations that will require changes from current GAAP
include:  contingent consideration, acquisition costs, contingencies,
restructuring costs, in process research and development and income taxes, among
others.  SFAS 160 will primarily impact the presentation of minority
or noncontrolling interests within the Balance Sheet and Statement of Operations
as well as the accounting for transactions with noncontrolling interest holders.
Management does not expect that the adoption of SFAS No. 141 (revised 2007) and
SFAS No. 160 would have a material effect on the Company’s financial position
and results of operations.
 
  F-19
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
      3-
                SIGNIFICANT
      ACCOUNTING POLICIES (continued)
 Recent
Accounting Pronouncements (continued)
 
 In
February 2007, the FASB issued Statement of Financial Accounting Standards No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities –
Including an amendment of FASB Statement No. 115” (“SFAS 159”).  SFAS
159 provides an option to report certain financial assets and liabilities at
fair value primarily to reduce the complexity and level of volatility in the
accounting for financial instruments resulting from measuring related financial
assets and liabilities differently under existing GAAP. SFAS 159 is effective
January 1, 2008.  The Company does not anticipate SFAS 159 having a
material impact on its financial statements.
 
 In
September 2006, the SEC issued SAB No. 108, which provides guidance on the
process of quantifying financial statement misstatements.  In SAB No.
108, the SEC staff establishes an approach that requires quantification of
financial statements errors, under both the iron-curtain and the roll-over
methods, based on the effects of the error on each of the Company’s financial
statements and the related financial statement disclosures.  SAB No.
108 is generally effective for annual financial statements in the first fiscal
year ending after November 15, 2006.  The transition provisions of SAB
No. 108 permits existing public companies to record the cumulative effect in the
first year ending after November 15, 2006 by recording correcting adjustments to
the carrying values of assets and liabilities as of the beginning of that year
with the offsetting adjustment recorded to the opening balance of retained
earnings.  Management does not expect that the adoption of SAB No. 108
would have a material effect on the Company’s financial position or results of
operations.
 
 In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
158, "Employer's Accounting for Defined Benefit Pension and Other Postretirement
Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)" ("SFAS
158"). SFAS 158 requires an employer to recognize the over funded or under
funded status of a defined benefit postretirement plan (other than a
multiemployer plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in which the
changes occur through comprehensive income of a business entity or changes in
unrestricted net assets of a not-for-profit organization. The standard also
requires an employer to measure the funded status of a plan as of the date of
its year-end statement of financial position, with limited
exceptions.
 
 An
employer with publicly traded equity securities is required to initially
recognize the funded status of a defined benefit postretirement plan and to
provide the required disclosures as of the end of the fiscal year ending after
December 15, 2006. An employer without publicly traded equity securities is
required to recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after September 15, 2007. The adoption of SFAS 158 did not have a material
effect on the Company's financial position or results of
operations.
 
  F-20
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
      3-
                SIGNIFICANT
      ACCOUNTING POLICIES (continued)
 Recent
Accounting Pronouncements (continued)
 
 In
September 2006, the FASB issued SFAS No. 157 “Fair Value
Measurements”.  SFAS No. 157 defines fair values, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements.  This Statement shall be effective for financial
statements issued for fiscal years beginning after November 25, 2007, and
interim periods within those fiscal years.  Earlier application is
encouraged provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period with that fiscal year.  The provisions of this statement should
be applied, except in some circumstances where the statement shall be applied
retrospectively.  Management does not expect that the adoption
of  SFAS No. 157 would have a material effect on the Company’s
financial position and results of operations.
 
 In July
2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “ Accounting for
Uncertainty in Income Taxes,” which prescribes a comprehensive model for how a
company should recognize, measure, present and disclose in its financial
statements uncertain tax positions that the company has taken or expects to take
on a tax return (including a decision whether to file or not to file a return in
a particular jurisdiction). The accounting provisions of FIN No. 48 are
effective for fiscal years beginning after December 15, 2006.  The
adoption of FIN No. 48 did not have a material effect on the Company's financial
position or results of operations.
 
 In March
2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial
Assets" ("FAS 156"), which amends SFAS No. 140. FAS 156 specifically provides
guidance addressing the recognition and measurement of separately recognized
servicing assets and liabilities, common with mortgage securitization
activities, and provides an approach to simplify efforts to obtain hedge
accounting treatment. FAS 156 is effective for all separately recognized
servicing assets and liabilities acquired or issued after the beginning of an
entity's fiscal year that begins after September 15, 2006, with early adoption
being permitted. The adoption of SFAS No. 156 did not have a material effect on
the Company's financial position or results of operations.
 
 In
February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140." SFAS No.
155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", to permit fair value remeasurement for any hybrid financial
instrument with an embedded derivative that otherwise would require bifurcation,
provided that the whole instrument is accounted for on a fair value basis. SFAS
No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of
Long-Lived Assets", to allow a qualifying special-purpose entity (SPE) to hold a
derivative financial instrument that pertains to a beneficial interest other
than another derivative financial instrument. SFAS No. 155 applies to all
financial instruments acquired or issued after the beginning of an entity's
first fiscal year that begins after September 15, 2006, with earlier application
allowed. The adoption of SFAS No. 155 had no impact on the Company's financial
position or results of operations.
 
  F-21
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
      3-
                SIGNIFICANT
      ACCOUNTING POLICIES (continued)
 Change
of Fiscal Year Ending
 
 On
December 28, 2006, the Company change its fiscal year ending from November 30 to
December 31. As a capital transaction accounted for as a reverse merger, the
Company's historical financial statements presented prior to the merger are the
historical financial statements of the accounting acquirer, Smooth Global, whose
fiscal year ending is December 31.
 
 Note
      4-
                ACCOUNTS
      RECEIVABLE
 Accounts
receivable consists of the following:
 
 December
      31,
              
              
              December
      31,2007
              
              
              2006Franchise
      fees receivable
              
              $
              204,399
              
              
              $
              -Other
      accounts receivable
              
              
              5,549
              
              
              
              49,003less:
      Allowance for bad debt
              
              
              -
              
              
              
              -Accounts  receivable,
      net
              
              $
              209,948
              
              
              $
              49,003
 
 The
majority of the Company’s sales are on open account terms and in accordance with
terms specified in the contracts governing the relevant transactions. The
Company evaluates the need of an allowance for doubtful accounts based on
specifically identified amounts that management believes to be uncollectible. If
actual collections experience changes, revisions to the allowance may be
required. Based upon the aforementioned criteria, management has determined that
no provision for uncollectible accounts is required as of December 31, 2007 and
2006.
 
 
 Note
      5-
              PREPAID
      EXPENSES
 
 Prepaid
expenses consists of the following:
 
 December
      31,
              
              
              December
      31,2007
              
              
              2006Prepaid
      travel expenses
              
              $
              19,141
              
              
              $
              -Prepaid
      telephone number usage fees
              
              
              9,685
              
              
              
              -Advance
      to purchase SIM cards
              
              
              95,706
              
              
              
              -Advance
      to purchase equipment
              
              
              246,100
              
              
              
              -Advance
      to purchase call time from CUBJ
              
              
              -
              
              
              
              21,096$
              370,632
              
              
              $
              21,096
 
  F-22
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
      6-
                PROPERTY
      AND EQUIPMENT, NET
 The
following is a summary of property, plant and equipment-at cost, less
accumulated depreciation:
 
 December
      31,
              
              
              December
      31,2007
              
              
              2006Network
      and computer equipment
              
              $
              119,828
              
              
              $
              -Office
      equipment and furniture
              
              
              90,688
              
              
              
              6,907Leasehold
      Improvements
              
              
              304,192
              
              
              
              61,350514,708
              
              
              
              68,257Less:
      Accumulated depreciation
              
              
              (233,226
              )
              
              
              (13,803
              )Total
              
              $
              281,482
              
              
              $
              54,454
 
 Depreciation
expense charged to operations was $28,533 and $13,291 for the years ended
December 31, 2007 and 2006, respectively.
 
 
 Note
      7-
              CONTRACT
      SECURITY DEPOSIT
 
 Contract
security deposit consists of the following:
 
 December
      31,
              
              
              December
      31,2007
              
              
              2006Security
      deposit for GRT's public phone distribution contract with
    CUBJ
              
              $
              1,367
              
              
              $
              1,282Security
      deposit for GRT and Beijing Telecom' Trust and Indemnity Agreement with
      Ms. Yianfang Jin  *
              
              
              82,033
              
              
              
              -$
              83,400
              
              
              $
              1,282
 
 *On
September 20, 2007, Ms. Yianfang Jin who owns a 98% equity ownership interest in
GRT executed a Trust and Indemnity Agreements,  pursuant to which Ms.
Jin assigned to Beijing Telecom all of the beneficial interest in her equity
ownership interest in GRT, as more fully disclosed in Note 1.
 
 
 Note
      8-
              ACCRUED
      EXPENSES
 
 Accrued
expenses consists of the following:
 
 December
      31,
              
              
              December
      31,2007
              
              
              2006Employee
      benefit payable *
              
              $
              16,786
              
              
              $
              6,938Accrued
      professional fees
              
              
              42,762
              
              
              
              29,532$
              59,548
              
              
              $
              36,470
 
 *
Employee benefit payable was mainly carried forward from QTC.
 
  F-23
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      9-
              RELATED
      PARTIES TRANSACTIONS
 
 Due
to Shareholders
 
 Due to
shareholders represents temporally short-term loans from the
shareholders/founders to finance the Company's operation.  These loans
are unsecured, non-interest bearing and have no fixed terms of repayment,
therefore, deemed payable on demand. Cash flows from due to a majority owner are
classified as cash flows from financing activities. The total borrowings from
shareholders/founders was $0 and $240 in the years ended December 31, 2007 and
2006, respectively.
 
 
 Compensation
to Ms. Zheng Shuying, CEO
 
 The
Company paid $96,264 in cash to Ms. Zheng Shuying as compensation for the year
ended December 31, 2007.  The Company did not pay compensation to Ms.
Zheng in 2006.
 
 
 GRT
Lease
 
 GRT rents
office premise at the market rate from Mr. Guoqing Xu, President of
QTC.  The lease is non-cancelable and will expire in June
2010.  Rent expense amounted to $4,726 and $3,014 for the year ended
December 31, 2007 and 2006, respectively.  As of December 31, 2007 and
2006, there was no outstanding balance due to Mr. Xu.   At
December 31, 2006, future minimum lease payments for the leases are as
follows:
 
 Year ending December
      31,2008
              
              $
              11,0742009
              
              
              16,8172010
              
              
              9,024$
              36,915
 
 
 QTC
Lease
 
 QTC rents
office premise at the market rate from Ms. Shuying Zheng, CEO.  The
lease is non-cancelable and will expire in June 2010.  Rent expense
amounted to $2,626 for the two months ended December 31, 2007.  As of
December 31, 2007, there was no outstanding balance due to Ms. Zheng. At
December 31, 2007, future minimum lease payments for the lease are as
follows:
 
 Year ending December
      31,2008
              
              $
              16,4072009
              
              
              16,4072010
              
              
              8,203$
              41,017
 
  F-24
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      10-
              SEGMENT
      REPORTING
 
 QTC
Operation
 
 QTC
operates in one reportable business segment October 24, 2007 through December
31, 2007.  Summarized information follows:
 
 For the period October 24, 2007 through December
      31, 2007REVENUEQTC
      VoIP Call Time Distribution
              
              $
              8,139COST
      OF SALESQTC
      VoIP Call Time Distribution
              
              $
              8,684GROSS
      PROFITSQTC
      VoIP Call Time Distribution
              
              $
              (545
              )TOTAL
      ASSETSQTC
      VoIP Call Time Distribution
              
              $
              174,498
 
 GRT
Operation
 
  F-25
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      10-
              SEGMENT
      REPORTING (continued)
 
 GRT
Operation (continued)
 
 Summarized
information by business segment for the years ended December 31, 2007 and 2006
is as follows:
 
 For
      the Years EndedDecember 31,2007
              
              
              2006REVENUEGRT
      public telephone service
              
              $
              76,111
              
              
              $
              85,853GRT
      network solution
              
              
              113,749
              
              
              
              33,402GRT
      sales of call forwarding cards
              
              
              1,196,996
              
              
              
              -GRT
      franchise fees
              
              
              527,753
              
              
              
              -COST
      OF SALESGRT
      public telephone service
              
              $
              108,301
              
              
              $
              137,024GRT
      network solution
              
              
              24,287
              
              
              
              -GRT
      sales of call forwarding cards
              
              
              599,253
              
              
              
              -GRT
      franchise fees
              
              
              -
              
              
              
              -GROSS
      PROFITSGRT
      public telephone service
              
              $
              (32,190
              )
              
              $
              (51,171
              )GRT
      network solution
              
              
              89,462
              
              
              
              33,402GRT
      sales of call forwarding cards
              
              
              597,743
              
              
              
              -GRT
      franchise fees
              
              
              527,753
              
              
              
              -TOTAL
      ASSETS OF GRT
              
              $
              926,886
              
              
              $
              168,819
 
 
 Note11-
              REVERSE
      STOCK SPLIT
 
 Effective
on July 31, 2007, The Company filed with the Nevada Secretary of State a
Certificate of Amendment to its Articles of Incorporation.  The
amendment effected a reverse stock split of the Company's common stock in the
ratio of 1:30.  The number of common stocks issued and outstanding
immediately after the reverse stock split was 1,701,375, including an addition
of 40 shares for rounding up fractional shares.  All share and per
share information included in these consolidated financial statements have been
adjusted to reflect this reverse stock split.
 
  F-26
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      12-
              COMMON
      STOCK
 
 On August
20, 2007, the Company engaged a consultant, Jun Chen, for a period September
2007 through April 2008.  The consultant provides technical service to
the Company.  The terms of the agreement are for the consultant to
receive 1,080,000 shares of common stock valued at $0.11 per share, totaling
$118,800, which should be amortized over the beneficial period.  Due
to the reverse merger, we only recorded the consultant cost from the acquisition
date, October 24, 2007, through December 31, 2007, which was
$29,700.
 
 On August
20, 2007, the Company engaged a consultant, Bayaer, for a period August 28, 2007
through August 27, 2009.   The consultant provides the Company
with legal service.  The terms of the agreement are for the consultant
to receive 800,000 shares of common stock valued at $0.11 per share, totaling
$88,000, which should be amortized over the beneficial period.  Due to
the reverse merger, we only recorded the consultant cost from the acquisition
date, October 24, 2007, through December 31, 2007, which was
$7,333.
 
 On August
21, 2007, the Company engaged a consultant, Jingli Yao,  for a period
September 10, 2007 through September 9, 2008.   The consultant
provides the Company with promotion service.  The terms of the
agreement are for the consultant to receive 1,320,000 shares of common stock
valued at $0.11 per share, totaling $145,200, which should be amortized over the
beneficial period.  Due to the reverse merger, we only recorded the
consultant cost from the acquisition date, October 24, 2007, through December
31, 2007, which was $24,200.
 
 On August
22, 2007, the Company engaged a consultant, Minxian Zeng,  for a
period August 22, 2007 through June 21, 2008.  The Company retained
the consultant as a general coordinator.  The terms of the agreement
are for the consultant to receive 480,000 shares of common stock valued at $0.11
per share, totaling $52,800, which should be amortized over the beneficial
period.  Due to the reverse merger, we only recorded the consultant
cost from the acquisition date, October 24, 2007, through December 31, 2007,
which was $10,560.
 
 On
October 24, 2007 Smooth Global (China) completed the acquisition of all the
registered capital stock of Smooth Global.  In exchange for the
capital stock of Smooth Global, Smooth Global (China) issued 33,000,000 shares
of its common stock to the prior owners of Smooth Global.  Since this
transaction was treated for accounting purposes as a capital transaction and
reverse merger, the issuance of 33,000,000 shares of common has been report in
2006, as if it had happened in the earliest period presented in these
consolidated financial statements.
 
 
 Smooth
Global Stock Issuance
 
 Upon
formation of Smooth Global on January 26, 2006, 1,000 share of common stock were
issued for $1,000.
 
 
 Beijing
Telecom Registered Capital Contribution
 
 Upon
formation of Beijing Telecom on June 28, 2007,  $96,717 was
contributed toward the registered capital.
 
  F-27
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      13-
              INCOME
      TAXES
 
 All
Chinese enterprises are governed by the PRC Income Tax Law and various local
income tax laws, pursuant to which a company generally is subject to an income
tax at an effective rate of 33% (30% national income tax and 3% local income
tax) on income as reported in its statutory financial statements after
appropriate tax adjustments.  Beginning from January 1, 2008, the
national income tax will be reduced to 25%.
 
 
 QTC
Income Tax
 
 According
to “Inland Revenue Law No. [2002] 208 from Finance Department”, if an entity
employed a required number of unemployed labor force for a term of three years,
it will be eligible to claim a full exemption from EIT , business taxes, city
construction levy and education surcharge for a three-year period. QTC fulfilled
the criteria and its tax exemption claim was approved by the Beijing Local
Taxation Bureau (Shunyi Branch). As a result, QTC exempted from EIT from
September 2003 to December 2005, and exempted from business taxes, city
construction levy and education surcharge from January 2004 to December
2006.
 
 The
provision for income taxes consists of the following:
 
 For
      the Year EndedDecember 31,2007
              
              
              2006Provision
      for US Income Tax
              
              $
              -
              
              
              $
              -Provision
      for PRC income tax
              
              
              -
              
              
              
              -Total
      provision for income taxes
              
              $
              -
              
              
              $
              -
 
 The
following table reconciles the US and PRC statutory rates to effective tax
rate:
 
 For
      the Year EndedDecember 31,2007
              
              
              2006U.S.
      Statutory rate
              
              
              34.00%
              
              
              
              34.00%Foreign
      income not recognized in USA
              
              
              -34.00%
              
              
              
              -34.00%China
      income taxes
              
              
              33.00%
              
              
              
              33.00%Effect
      of tax holiday
              
              
              -33.00%
              
              
              
              -33.00%Effective
      income tax rate
              
              
              0.00%
              
              
              
              0.00%
 
  F-28
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      13-
              INCOME
      TAXES (continued)
 
 GRT
Income Tax
 
 According
to “Inland Revenue Law No. [2002] 208 from Finance Department”, if an entity
employed a required number of unemployed labor force for a term of three years,
it will be eligible to claim a full exemption from EIT , business taxes, city
construction levy and education surcharge for a three-year period. GRT fulfilled
the criteria and its tax exemption claim was approved by the Beijing Local
Taxation Bureau (Shunyi Branch). As a result, QTC exempted from EIT from January
1, 2005 through December 31, 2007, and exempted from business taxes, city
construction levy and education surcharge from January 1, 2005 to December
2007.
 
 The
provision for income taxes consists of the following:
 
 For
      the Year EndedDecember 31,2007
              
              
              2006Provision
      for US Income Tax
              
              $
              -
              
              
              $
              -Provision
      for PRC income tax
              
              
              -
              
              
              
              -Total
      provision for income taxes
              
              $
              -
              
              
              $
              -
 
 The
following table reconciles the US and PRC statutory rates to GRT’s effective tax
rate:
 
 For
      the Year EndedDecember
      31,2007
              
              
              2006U.S.
      Statutory rate
              
              
              34.00%
              
              
              
              34.00%Foreign
      income not recognized in USA
              
              
              -34.00%
              
              
              
              -34.00%China
      income taxes
              
              
              33.00%
              
              
              
              33.00%Effect
      of tax holiday
              
              
              -33.00%
              
              
              
              -33.00%Effective
      income tax rate
              
              
              0.00%
              
              
              
              0.00%
 
  F-29
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      14-
              CONCENTRATIONS
      AND RISKS
 
 (a)
Major Suppliers
 
 All of
QTC's VoIP call time distribution revenue for the period October 24, 2007
through December 31, 2007 is  derived from distribution of VoIP call
time purchased from CNSX and CNGD.  If the strategic relationship with
either CNSX and CNGD is terminated or scaled-back, or if CNSX and CNGD alter the
co-operative arrangements, QTC’s VoIP call time distribution revenue might be
adversely affected.
 
 GRT
signed non-exclusive agreements with CNSH and CNSX to facilitate the
international call forwarding business via the carriers' network, and derives
majority revenue from the operation therein.  If the strategic
relationship with either CNSX and CNGD is terminated or scaled-back, or if CNSH
and CNSX alter the co-operative arrangements, GRT’s international call
forwarding service revenue might be adversely affected.
 
 
 (b)
Major Revenue
 
 GRT
derived majority of its revenue from sales of call forwarding cards and relevant
franchise fees from franchised distributors.  The market for our call
forwarding service are those Chinese residents who travel abroad for business or
personal reasons.   The demand for call forwarding cards is not
stable, as it is high in busy travel seasons, and low in less busy travel
seasons.  Accordingly, GRT's revenue fluctuates time by
time.
 
 
 
 
 
  F-30
  SMOOTH
GLOBAL (CHINA) HOLDINGS, INC. AND SUBSIDIARIES
 F/K/A
THE BRALORNE MINING COMPANY AND SUBSIDIARIES
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 Note
      15-
              COMMITMENTS
      AND CONTINGENCIES
 
 PRC's
political and economic system
 
 The
Company faces a number of risks and challenges not typically associated with
companies in North America and Western Europe, since its assets exist solely in
the PRC, and its revenues are derived from its operations
therein.  The PRC is a developing country with an early stage market
economic system, overshadowed by the state.  Its political and
economic systems are very different from the more developed countries and are in
a state of change.  The PRC also faces many social, economic and
political challenges that may produce major shocks and instabilities and even
crises, in both its domestic arena and in its relationships with other
countries, including the United States.  Such shocks, instabilities
and crises may in turn significantly and negatively affect the Company's
performance.
 
 
 Governmental
control of currency conversion
 
 The PRC
government imposes controls on the convertibility of Renminbi into foreign
currencies and, in certain cases, the remittance of currency out of the PRC. The
Company receives all of its revenues in Renminbi, which is currently not a
freely convertible currency. Shortages in the availability of foreign currency
may restrict the Company’s ability to remit sufficient foreign currency to
satisfy foreign currency denominated obligations.  Under existing PRC
foreign exchange regulations, payments of current account items, including
profit distributions, interest payments and expenditures from the transaction,
can be made in foreign currencies without prior approval from the PRC State
Administration of Foreign Exchange by complying with certain procedural
requirements. However, approval from appropriate governmental authorities is
required where Renminbi is to be converted into foreign currency and remitted
out of China to pay capital expenses such as the repayment of bank loans
denominated in foreign currencies.
 
 The PRC
government may also at its discretion restrict access in the future to foreign
currencies for current account transactions. If the foreign exchange control
system prevents the Company from obtaining sufficient foreign currency to
satisfy its currency demands, the Company may not be able to pay certain of its
expenses as they come due.
  Note
      16-
                SUBSEQUENT EVENT
  At
December 31, 2007, we had $521,016 in cash.  In the first few weeks of
2008, we spend most of the cash
as summarized in the following:
  Description
                
                AmountPaid
      Investor Relations Firms
                
                
                171,939Paid
      Telecommunication service carriers
                
                
                97,662Payment
      to our CEO
                
                
                43,329Advance
      to purchase equipment
                
                
                58,962Paid
      professional fees
                
                
                41,265Paid
      other G&A expenses
                
                
                60,523Total
                
                $
                473,680
 
  F-31
  SIGNATURES





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





Smooth
      Global (China) Holdings, Inc.By:
            /s/
       Zheng ShuyingZheng
      Shuying, Chief Executive Officer





In
accordance with the Exchange Act, this Report has been signed below on April 15,
2008 by the following persons, on behalf of the Registrant and in the capacities
and on the dates indicated.





/s/  Zheng
Shuying


Zheng
Shuying, Director,


Chief
Executive Officer,


Chief
Financial Officer





/s/  Liu
Meifeng


Liu
Meifeng, Director





/s/  Jin
Guodong


Jin
Guodong, Director














*       *       *       *       *