UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No. 2)





x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2010





Commission File Number: 333-144228





AMERICAN JIANYE GREENTECH HOLDINGS LTD.


(Exact name of registrant as specified in its charter)





Nevada

20-5548974(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification Number)





136-20 38th Ave. Unit 3G, Flushing, NY 11354


(Address of principal executive office and zip code)





718-395-8706


(Registrant’s telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act: None.





Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001





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





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





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes x   No  ̈





Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files.  Yes o        No o (Not required by smaller reporting companies)





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





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





Large accelerated filer    o
Accelerated filer    oNon-accelerated filer    o
Smaller reporting Company    x





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





As of June 30, 2010, the aggregate market value of the shares of the Registrant’s common stock held by non-affiliates (based upon the closing price of such shares as reported on the OTC Bulletin Board) was approximately $4,865,329.





As of April 27, 2011 there were 33,710,148 shares of the Registrant’s common stock issued and outstanding.










PagePART IItem 1.
Business

1Item 1A.
Risk Factors

2Item 1B.
Unresolved Staff Comments

4Item 2.
Properties

4Item 3.
Legal Proceedings

5Item 4.
(Removed and Reserved)

5PART IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

6Item 6.
Selected Financial Data

7Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

8Item 7A.
Quantitative and Qualitative  Disclosures About Market Risk

11Item 8.
Financial Statements and Supplementary Financial Data

12Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

12Item 9A
Controls and Procedures

13Item 9B.
Other Information.

15PART IIIItem 10.
Directors, Executive Officers and Corporate Governance

15Item 11.
Executive Compensation

16Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

18Item 13.
Certain Relationships and Related Party Transactions, and director independence

19Item 14.
Principal Accountant Fees and Services

19PART IVItem 15.
Exhibits, Financial Statements Schedules

20SIGNATURES










Forward-Looking Statements





Statements contained in this annual report include “forward-looking statements” within the meaning of such term in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause actual financial or operating results, performances or achievements expressed or implied by such forward-looking statements not to occur or be realized. Forward-looking statements made in this Report generally are based on our best estimates of future results, performances or achievements, predicated upon current conditions and the most recent results of the companies involved and their respective industries. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “should,” “project,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” “potential,” “opportunity” or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions. Potential risks and uncertainties include, among other things, such factors as:





·
our heavy reliance on limited number of consumers;


·
strong competition in our industry;


·
increases in our raw material costs; and


·
an inability to fund our capital requirements.





Additional disclosures regarding factors that could cause our results and performance to differ from results or performance anticipated by this annual report are discussed in Item 1A. “Risk Factors.” Readers are urged to carefully review and consider the various disclosures made by us in this annual report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this annual report speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.







PART I





ITEM 1.
BUSINESS





American Jianye Greentech Holdings Ltd. through its wholly-owned subsidiary, Jianye Greentech Holding Ltd. (BVI) and Hong Kong Jianye Greentech Holding Ltd. owns 100% of the registered capital of Heilongjian Jianye New Clean Fuel  Marketing Co. Ltd. (“Heilongjian Jianye New Clean Fuel ”), a corporation organized in 2009 under the laws of The People’s Republic of China.  Heilongjian Jianye New Clean Fuel is engaged in the business of marketing and distributing alcohol-based automobile fuel products in the People’s Republic of China which are manufactured by our affiliate Zhao Dong Jianye Fuel Co., Ltd. (“Zhao Dong”).  Zhao Dong is wholly owned by Mr. Jianye Wang, the father of Haipeng Wang, the Company’s Chairman, President and Chief Executive and Financial Officer.


In the year ended December 31, 2010, we derived our revenue $92,834,176 from the sales generated from the distribution of methanol-based and ethanol based fuels to our customers.





In the fiscal year of 2010, the Company refocused its operations from solely distributing methanol based fuels to the development and manufacture of such fuels. The Company was granted a right for construction on a piece of land over approximately 80,000 square meters in the Tieling Industry Zone, an area of approximately 38.33 square kilometers, with 4,000 square meters dedicated for a vehicle conversion and a restructuring factory and 10,000 square meters for automobile clean fuel and civil use clean fuel blending production facilities.  Upon completion, it is expected that this facility will have the capacity to produce 200,000 tons of blended fuels each year.The Company intends to develop products designed to function as a lower-cost, more environmentally friendly alternative to conventional gasoline-based auto fuel.





The cost of land use right of this piece of land is about Renminbi (“RMB”) 60,300,000 ($9,147,729) of which RMB 11,000,000 ($1,668,740) was paid as a deposit. The construction contract for the factory and production facilities has been tendered and approximately 20% of total construction process was completed as of December 31, 2010. The total construction cost of the factory and production facilities was about Renminbi (“RMB”) 160,041,461 ($24,278,870).





Alcohol fuel is an attractive alternative to gasoline for several reasons, particularly for its environmental benefits.  Alcohol-based fuel burns with higher efficiency and significantly lower toxic waste emissions than any lead-free gasoline that meets China’s national GB17930-1999 fuel quality standards. With its average total toxic waste emission level being only 1% of the maximum toxic emission level mandated by Chinese industry regulators, the quality of alcohol fuel is on par with or exceeds the international fuel quality standards for Type IV lead-free gasoline.  In addition, due to the lower costs of the raw materials used in the manufacture process, the average integrated cost of such fuels is only about RMB 4,000-4,150  ($590-610) per ton, lower than the prevailing wholesale price of #93 lead-free gasoline in China by as much as RMB 1,000 ($147) per ton.





The Market for Alcohol-based Fuel





China encourages the use of alcohol fuel as the substitute for gasoline due to the economic and environmental reasons; which provides a strong impetus for the development of alcohol fuel industry in the country. It is estimated that by 2010 the annual production capacity of domestic alcohol-based automobile fuel in China will reach 2 million tons. Meanwhile, worldwide demand for alcohol fuel is also gradually increasing, due to the limited supply and high cost of gasoline, and for environmental reasons. The increased demand has caused an increase in both the price and the profit margin for alcohol-based fuel.





Facilities





The Company is constructing a refinery located in the Tieling Industry Zone.  The Tieling Industry Zone is an area of approximately 38.33 square kilometers. American Jianye has been granted a lease over approximately 80,000 square meters, with 4,000 square meters dedicated for a vehicle conversion and a restructuring factory and 10,000 square meters for automobile clean fuel and civil use clean fuel blending production facilities.  This facility will have the capacity to produce 200,000 tons of blended fuels each year, yielding approximately $100 net per ton.




1


The Company has developed a method for blending the raw materials in its manufacture process. This processing technique enables production of Methanol automobile fuel under normal atmospheric conditions and temperatures, as well as at temperatures as low as -30 Celsius (-22 degrees Fahrenheit).  The Company’s refining process produces no significant amount of hazardous waste or pollution.  These qualities, which are superior to those of lead-free gasoline fuel, have been certified by a team of experts organized by the Heilongjiang Province Science & Technology Department.





The key to the efficacy of the Company’s fuels is the unique combination of catalysts with methanol to raise the oxygen content and increase the octane rating of the fuels.  Previously, the Company used methyl tertiary-butyl ether (MTBE) as the primary catalyst in its alcohol fuels, following the then-standard international manufacturing practice.  As information became available regarding the risk to the environment of MTBE run-off, the Company had ceased using MTBE as an oxygenate, switching to different, environmental friendly and non-toxic high-carbon derivatives to fulfill the same functions.





To date, the Company has developed six different types of catalysts, which are added into different types of alcohol–based fuels. These catalysts have proven to enhance fuel octane rating and engine power, inhibit the premature oxidation of the fuel, help remove sediment in the carburetor, and prevent the erosion of the engine cylinder surface. Whereas conventional alcohol-based automobile fuels can be used only in specially designed automobile engines, due to problems of corrosion and engine wear, the Company’s fuels can be readily used in ordinary motor vehicle engines, either independently or in combination with gasoline of comparable octane rating. The Company manufactures all six types of catalysts in its factory in Zhao Dong City, Heilongjiang Province.





Employees





The Company currently has 20 full-time employees.





ITEM 1A.
RISK FACTORS





RISKS RELATED TO OUR BUSINESS





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.





Because we have not yet commenced our full scale production operations, unexpected factors may hamper our efforts to implement our business plan.





Our business plan contemplates that we will become a fully-integrated refiner and marketer of alcohol-based fuel oil.  To date, however, we have produced and marketed our fuels only in limited quantities.  If the necessary funding can be obtained, we will commence operations on a much larger scale.  The complexity of this undertaking means that we are likely to face many challenges, some of which are not yet foreseeable.  Problems may occur with our raw material acquisition, with the roll-out of efficient manufacturing processes, and with our ability to deliver fuel efficiently.  If we are not able to minimize the costs and delays that result, our business plan may fall short of its goals, and we will be unable to achieve profitability.





The capital investments that we plan may result in dilution of the equity of our present shareholders.





Our business plan contemplates that we will invest approximately $4 million in the start-up of our full-scale operations.  We intend to raise a large portion of the necessary funds by selling equity in our company.  At present we have no commitment from any source for those funds.  We cannot determine, therefore, the terms on which we will be able to raise the necessary funds.  It is possible that we will be required to dilute the value of our current shareholders’ equity in order to obtain the funds.  If, however, we are unable to raise the necessary funds, our growth will be limited, as will our ability to compete effectively.




2





Our profitability will be dependent on market prices for methanol, ethanol and gasoline.





Our profitability and financial condition will be significantly affected by the selling price for alcohol-based fuel.  That price, in turn, will depend on the market prices for competitive products, specifically gasoline.  Uncontrolled market forces ultimately drive the price and supply of each of these fuels.  Factors that affect these market prices include the level of consumer product demand, governmental regulations and taxes, the level of foreign imports of oil and natural gas, and the overall economic environment. Significant declines in world wide prices for oil could have a material adverse effect on our success in introducing methanol-based fuels.





We create products that may have harmful effects on the environment if not stored and handled properly prior to use, which could result in significant liability and compliance expense.





The distribution of alcohol-based fuel involves the controlled use of materials that are hazardous to the environment. We  cannot eliminate the risk of accidental contamination or discharge and any resulting problems that occur. Government regulations govern the use, manufacture, storage, handling and disposal of these materials. We may be named a defendant in any suit that arises from the improper handling, storage or disposal of these products.  We could also be subject to civil damages in the event of an improper or unauthorized release of, or exposure of individuals to, hazardous materials. Compliance with environmental laws and regulations may be expensive, and current or future environmental regulations may impair our research, development and production efforts.





An increase in raw material prices could increase costs and decrease profits.





Changes in the cost of raw materials in the products we distribute could significantly increase the price of those products and affect our ability to market and distribute them.  Although the cost of methanol has traditionally been relatively stable, increased use of methanol for fuel would create increased demand and could introduce volatility into the market for methanol.  The market price for gasoline distillate is a function of the market price of oil, which has been highly volatile in recent years.  The market price of ethanol depends primarily on the availability of feedstocks, which again has become volatile in recent years due to the heightened demand caused by the widespread acceptance of ethanol as a fuel supplement.





Increased government regulation of our production and/or marketing operations could diminish our profits.





The fuel production and supply business is highly regulated.  Government authorities are concerned with effect of fuel distribution on the national and local economy.  To achieve optimal availability of fuel, governments regulate many key elements of both production and distribution of fuel.  Increased government regulation may affect our business in ways that cannot be predicted at this time, potentially involving price regulation, distribution regulation, and regulation of manufacturing processes.  Any such regulation or a combination could have an adverse effect on our profitability.





In addition, the day-to-day operations of our business will require frequent interaction with representatives of the Chinese government institutions.  The national, provincial and local governments in the People’s Republic of China are highly bureaucratized.  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 fuel manufacturing and distribution may increase the cost of our operations, which would adversely affect our profitability.





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 engineers, chemists, industrial technicians, production supervisors, and marketing personnel.  In general, qualified individuals are in high demand in China, and there are insufficient experienced personnel to fill the demand.  In a specialized scientific field, such as ours, the demand for qualified individuals is even greater.  If we are unable to successfully attract or retain the personnel we need to succeed, we will be unable to implement our business plan.




3


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.





The Company generates revenues and incurs expenses and liabilities in Renminbi, the currency of the People’s Republic of China.  However, 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.





We are is not likely to hold annual shareholder meetings in the near future.





Management does not expect to hold annual meetings of shareholders in the near future, 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 China Jianye Fuel will have no effective means of exercising control over the operations of China Jianye Fuel.





ITEM 1B.
UNRESOLVED STAFF COMMENTS





None.





ITEM 2.
PROPERTIES





The Company’s refinery will be located in the Tieling Industry Zone, an area of approximately 38.33 square kilometers. The Company has been granted a lease of over approximately 80,000 square meters, with 4,000 square meters dedicated for a vehicle conversion and a restructuring factory and 10,000 square meters for automobile clean fuel and civil use clean fuel blending production facilities.  Upon completion of the construction, it is expected this facility will have the capacity to produce 200,000 tons of blended fuels each year.




4




ITEM 3.
LEGAL PROCEEDINGS





From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.





ITEM 4.
(REMOVED AND RESERVED)




5





PART II





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





Market for Our Common Stock





The following table sets forth, for the periods indicated, the high and low closing prices of our common stock. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.





Closing Prices (1)High


LowYear Ended December 31, 20101st Quarter

$
1.90


$
1.252nd Quarter

$
1.65


$
0.553rd Quarter

$
1.69


$
0.484th Quarter

$
1.40


$
0.71Year Ended December 31, 20091st Quarter

$
0


$
02nd Quarter

$
0


$
03rd Quarter

$
0


$
04th Quarter

$
1.72


$
0





(1)
The above tables set forth the range of high and low closing prices per share of our common stock as reported by OTC Bulletin Board and the Pink Sheets, as applicable, for the periods indicated.





Approximate Number of Holders of Our Common Stock





On December 31, 2010, there were approximately 31 stockholders of record of our common stock.





Dividend Policy





The Company has not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations.





Recent Sales of Unregistered Securities.





On September 29, 2006, the Company issued 4,387,500 shares of the Company’s common stock to Kwajo Sarfoh for $4,387.50, or $.001 per share.





On September 30, 2006, the Company issued 130,980 shares of the Company’s common stock to Michael Belton for $130.98, or $.001. On October 27, 2006 the Company issued 2,231,520 shares of the Company's common stock to Mr. Belton for $2,231.52, or $.001 per share.





On December 22, 2006, the Company issued Lawrence A. Williams, Jr. 1,200,000 shares of the Company's common stock at $.001, for services performed valued at $1,200 contributed capital to the Company.





From December 1, 2006 to March 31, 2007, the Company sold 367,000 shares of its common stock, par value $.001, at a price of $0.10 per share to thirty (30) investors in consideration for $36,700 contributed capital to the Company.  We claim an exemption from registration afforded by Rule 506 of Regulation D and section 4(2) of the Securities Act of 1933, as amended.




6


During the three months ending December 31, 2007, the Company sold 26,000 shares of its common stock to several investors at $0.20 per share for total cash proceeds of $5,200.  The stock was sold to investors under a non-cancelable agreement and the shares were issued in February 2008.  The offering ended on February 11, 2008.





On November 16, 2009, the Registrant authorized the issuance of 3,548,796 shares of common stock in connection with the execution of a Share Exchange Agreement with the equity-holders of Jianye Greentech Holdings Ltd. (the “Exchange”).





On May 26, 2010, the Registrant issued 10,000 shares of common stock for financial consultancy services.





On October 1, 2010, the Registrant sold 100,000 shares of its common stock at a price of $0.40 per share for gross proceeds of $40,000.





On December 14, 2010, the Registrant sold 1,000,000 shares of its common stock at a price of $0.70 per share for gross proceeds of $700,000, 200,000 shares of common stock at a price of $0.50 per share for gross proceeds of $100,000 and 1,000,000 shares of common stock at a price of $0.15 per share for gross proceeds of $150,000.





Except as noted above, the sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) and Rule 506 of Regulation D and Regulation S promulgated thereunder. Each of the above-referenced investors in our stock represented to us in connection with their investment that they were “accredited investors” (as defined by Rule 501 under the Securities Act) and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.





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 fiscal year ending December 31, 2010.





Securities Authorized for Issuance Under Equity Compensation Plans





We currently do not have any equity compensation plans.





ITEM 6.
SELECTED FINANCIAL DATA





Not applicable for smaller reporting companies.




7





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





This Annual Report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "management believes" and similar language. The forward-looking statements are based on the current expectations of the Company and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. Actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them.





Investors are also advised to refer to the information in our previous filings with the Securities and Exchange Commission (SEC), especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.





Results of Operations





Jianye Greentech Holdings Ltd (“Jianye BVI”) was incorporated on April 17, 2008 under the laws of British Virgin Islands. Jianye BVI is a holding company that owns 100% of Hong Kong Jianye Greentech Holdings Limited (“Jianye Hong Kong”), a corporation incorporated on May 2, 2008 under the laws of Hong Kong. Jianye BVI and Jianye Hong Kong currently have no operations and operate as investment holding companies. On September 28, 2009, Jianye Hong Kong established Heilongjian New Jianye New Clean Fuel Marketing Ltd. (“Jianye China”), a wholly owned subsidiary in China, with registered capital of US$50,000. As a result, Jianye BVI owns 100% of the equity of Jianye China through Jianye Hong Kong. Jianye China’s primary business is to distribute ethanol and methanol as alternative fuel for automobile use.





Heilongjian New Jianye Clean Fuel Marketing Ltd. (“Jianye China”) commenced operation in September 2009.Jianye China’s primary business is to distribute ethanol and methanol as alternative fuel for automobile use.





For the year ended December 31, 2010, we derived our revenues of $92,834,176 from the sales of methanol-based and ethanol based fuels to our customers, comparing to $9,740,392 for the year ended December 31, 2009.





Our gross profit margin during the year ended December 31, 2010 was 13.4%, comparing to 13.8% in last year. This figure represents our regular gross profit margin as a marketing company and distributor. We expect our gross profit margin to be significant higher than that after our own refinery is built and produces our own fuels in the future. The construction of factory and production facilities is expected to complete at the end of fiscal year of 2011.





Selling, general and administrative expenses for the year ended December 31, 2010 were $583,793 or 0.6% of net sales, comparing to $90,622 or 0.9% for the last fiscal year. Selling, general and administrative expenses consist primarily of payroll, local taxes, investor relation expenses and professional fees.





Income from operations for the year ended December 31, 2010 was $11,838,427, and net income after income taxes for the same period was $8,803,629, comparing to $1,257,789 and $943,342 respectively for the last fiscal year.





Our business operates primarily in Chinese Renminbi (“RMB”), 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.  While our net income is added to the retained earnings on our balance sheet; the translation adjustments are 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.  During the year ended December 31, 2010, the effect of converting our financial results to Dollars was to add $261,271 to our accumulated other comprehensive income.





Liquidity and Capital Resources





Our operations to date have been funded primarily by operation and capital contributions.




8


Our working capital at December 31, 2010 totaled $4,442,684. Included in our working capital, however, there was $18,718,399 of prepaid construction costs which will be transferred to plant and equipment upon completion of construction. We have, therefore, relatively small amount of liquid assets.





Capital Expenditure





Total capital expenditures during the year ended December 31, 2010 was $24,502,945.





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.





Critical Accounting Policies and Estimates





This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.





Cash and Cash Equivalents





Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.





Accounts Receivable





Accounts receivable are carried at original invoice amount less estimates made for doubtful receivables. Management determines the allowance for doubtful accounts at the end of the period based on a review of the current status of existing receivables, account aging, historical collection experience, subsequent collections, management's evaluation of the effect of existing economic conditions, and other known factors. The provision is provided for the above estimates made for all doubtful receivables. Account balances are charged off against the allowance only when the Company considers it is probable that a receivable will not be recovered. Recoveries of trade receivables previously written off are recorded when received.





Recent accounting pronouncements





ASC Update (“ASU”) No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. This update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. This ASU codified the consensus reached in EITF Issue No. 09-E “Accounting for Stock Dividends, Including Distributions to Shareholders with Components of Stock and Cash”. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this update did not have any material impact on the Company’s financial statements.




9




ASC Update (“ASU”) No. 2010-02, Consolidation (Topics 810) – Accounting and Reporting for Decreases in Ownership of a Subsidiary - A Scope Clarification.  This update provides guidance for non-controlling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.  The adoption of this update did not have any material impact on the Company’s financial statements.




ASC Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This update requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. Specifically, ASU 2010-06 amends Codification Subtopic 820-10 to now require:





•
A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and





•
In the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements.





In addition, ASU 2010-06 clarifies the requirements of the following existing disclosures:


•
For purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and


•
A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements.





ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early application is permitted.





ASC Update (“ASU”) No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. This update is to remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued. The FASB believes these amendments remove potential conflicts with the SEC’s literature.


In addition, the amendments in the ASU requires an entity that is a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events through the date of issuance of its financial statements and must disclose such date. All of the amendments in the ASU were effective upon issuance (February 24, 2010) except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.





ASC Update (“ASU”) No. 2010-10, Consolidation (Topic 810): Amendments for Certain Investment Funds. This update is to defer the effective date of certain amendments to the consolidation requirements of FASB Accounting Standards CodificationTM (Codification) Topic 810, Consolidation, resulting from the issuance of FASB Accounting Standard No. 167, Amendments to FASB Interpretation 46(R). Specifically, the amendments to the consolidation requirements of Topic 810 resulting from the issuance of Statement 167 are deferred for a reporting entity’s interest in an entity:





•           That has all the attributes of an investment company; or




10


•
For which it is industry practice to apply measurement principles for financial reporting purposes that are consistent with those followed by investment companies.





The ASU does not defer the disclosure requirements in the Statement 167 amendments to Topic 810. The amendments in this ASU are effective as of the beginning of a reporting entity's first annual period that begins after November 15, 2009, and for interim for interim periods within that first annual reporting period. Early application is not permitted.





ASC Update (“ASU”) No. 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. This update is to codify the consensus reached in EITF Issue No. 09-J, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.” The amendments to the Codification clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or services condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The adoption of this update did not have any material impact on the Company’s financial statements.





ASC Update (“ASU”) No. 2010-21, Accounting for Technical Amendments to Various SEC Rules and Schedules. This update amends various SEC paragraphs in the FASB Accounting Standards Codification pursuant to SEC Final Rule, “Technical Amendments to Rules Forms, Schedules and Codification of Financial Reporting Policies”. The adoption of this update did not have any material impact on the Company’s financial statements.





ASC Update (“ASU”) No. 2010-22, Accounting for Various Topics. This update amends various SEC paragraphs in the FASB Accounting Standards Codification based on external comments received and the issuance of Staff Accounting Bulletin (SAB) No. 112 which amends or rescinds portion of certain SAB topics. SAB 112 was issued to bring existing SEC guidance into conformity with ASC 805 “Business Combination” and ASC 810 “Consolidation”. The adoption of this update did not have any material impact on the Company’s financial statements.





ASC Update (“ASU”) No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. This update reflects the decision reached in EITF Issue No. 10-G. The amendments in this ASU affect any public entity as defined by Topic 805, Business Combinations, that enters into business combinations that are material on an individual or aggregate basis. The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.





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.





ITEM 7B.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not required for smaller reporting companies.




11





ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA





Consolidated Financial Statements





The full text of our audited consolidated financial statements as of December 31, 2010, and 2009 begins on page F-1 of this Report.





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





D'Arcangelo & Co., LLP





On March 18, 2009, D'Arcangelo & Co., LLP (“D'Arcangelo”) was dismissed as the independentaccountant of American Jianye Greentech Holdings, Ltd. (the “Company”).  The Board of Directors acting in the capacity of an audit committee approved the dismissal of D'Arcangelo.





D'Arcangelo’s reports on the Company’s financial statements for the years ended December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles except that the reports for both years indicated that the Company is in the development stage, has suffered significant operating losses, and is dependent upon its stockholders to provide sufficient working capital to meet its obligations and sustain its operations.  Accordingly, such reports indicated that there was substantial doubt as to the Company’s ability to continue as a going concern and that the financial statements did not include any adjustments that might result from the outcome of this uncertainty.





During the years ended December 31, 2008 and 2007 and through March 18, 2010, there were no disagreements with D'Arcangelo on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of D'Arcangelo, would have caused it to make reference thereto in connection with its reports on the financial statements for such years.  During the years ended December 31, 2008 and 2007 and through March 18, 2010, there were no matters that were either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.





The Company provided D'Arcangelo with a copy of the foregoing disclosures and requested D'Arcangelo to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not D'Arcangelo agrees with the disclosures.





On March 24, 2010, the Company’s Board of Directors acting in the capacity of an audit committee approved the engagement of KCCW Certified Public Accountants (“KCCW) as the Company’s new independent accountant to act as the principal accountant to audit the Company’s financial statements. During the Company’s fiscal years ended December 31, 2008 and 2007 and through March 18, 2010, neither the Company, nor anyone acting on its behalf, consulted with KCCW regarding the application of accounting principles to a specific completed or proposed transaction or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided that KCCW concluded was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.





KCCW Accountancy Corp.





On July 29, 2010, our board of directors accepted the resignation of KCCW Accountancy Corp. (“KCCW”) as our independent registered public accounting firm.




12


KCCW’s reports for the periods during which they served as our accountant, from March 12, 2010 through July 29, 2010, did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.





During the period from the end of the most recently completed fiscal year through July 29, 2010, the date of the resignation, there were no disagreements, resolved or not, with KCCW on ay matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KCCW, would have caused it to make reference to such disagreements in its reports.





Concurrent with the resignation of KCCW, we engaged Albert Wong & Co., registered certified public accounts, as our independent registered public accounting firm. On July 30, 2010, our board of directors approved the change of accountants to Albert Wong & Co.





Prior to engaging Albert Wong & Co., we did not consult with Albert Wong & Co. regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinion that might be rendered by Albert Wong & Co. on our financial statements.  Furthermore, Albert Wong & Co. did not provide any written or oral advice regarding such principles or audit opinion on any matter that was the subject of a disagreement or reportable event set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K.





ITEM 9A.
CONTROLS AND PROCEDURES.





Evaluation of disclosure controls and procedures.





The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to the Company's management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.





During the course of internal evaluation, following control weaknesses are noted for the fiscal year ended December 31, 2010 that required correction:





No independent director exists in the Board of Directors, and the directors have a little understanding about U.S. GAAP and Sarbanes-Oxley Act 404 requirements in 2010. The company plan to have it corrected within 2011.





Based upon their evaluation as of the end of the period covered by this annual report, the Company's chief executive officer and chief financial officer concluded that, due to the significant deficiencies in internal control over financial reporting described below, the Company's disclosure controls and procedures are not effective as of December 31, 2010.





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.




13




Management's Report on Internal Control over Financial Reporting.




Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 
 Due to 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.
 
 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 some material weaknesses in our internal control over financial reporting.
 
 We lack sufficient personnel with the appropriate level of knowledge, experience and training in the application of accounting operations of our company. This weakness causes us to not fully identify and resolve accounting and disclosure issues that could lead to a failure to perform timely internal control and reviews.
 
 Management is currently reviewing its staffing and systems in order to remedy the weaknesses identified in this assessment.  However, because of the above condition, management’s assessment is that the Company’s internal controls over financial reporting were not effective as of December 31, 2010. Additionally, the Registrant’s management has concluded that the Registrant has a material weakness associated with its U.S. GAAP expertise.
 
 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.


14






ITEM 9B.
OTHER INFORMATION.





None.





ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





The following table sets forth: (1) names and ages of all persons who presently are and who have been selected as directors and executive officers of the Registrant; (2) all positions and offices with the Registrant held by each such person; (3) any period during which he or she has served a such.  All directors hold office until the next annual meeting of our shareholders and until their successors have been elected and qualify.  Officers serve at the pleasure of the Board of Directors.





Name(1)

Age

TitleHaipeng Wang

34

Chairman, PresidentDaliang Yang

41

Chief Executive OfficerYulin Yang

41

Chief Financial Officer, Director





Haipeng Wang.  Ms. Wang has served as a Director of Heilongjiang Jianye New Clean Fuel Marketing Co., Ltd. since September of 2009.  In that capacity she serves as its highest decision and is responsible for making the operating policies and developing plans, regulating and supervising the business activities, review and approval of its financial budget and accounts.  Prior thereto and since 2002, Mr. Wang the General Manager of Heilongjiang Jianye, in charge of the Company’s real property.  Mr. Wang holds a bachelor’s degree from Harbin Shifan University.  The Company’s Officers and Directors concluded as a result of her years of experience in the alternative fuels industry, she was an ideal candidate for the position.





Daliang Yang.Mr. Yang has serviced as Chief Executive Officer of Heilongjiang Jianye New Clean Fuel Marketing Co., Ltd. since September of 2009.  From 2002 until September 2009, Mr. Yang served as Vice President of Heilongjiang Jianye Fuel Company.  The Company’s Officers and Directors concluded because of his years of experience in the operation of an alternative fuel company, Mr. Yang should serve as the Chief Executive Officer.





Yulin Yang.  Ms. Yang has served as Chief Financial Officer of Heilongjiang Jianye New Clean Fuel Marketing Co., Ltd. since September of 2009.  From September 2005 until 2009, Ms. Yang served as an accountant at Heilongjiang Hongguang Vehicle Marketing Co. From 2002 to 2005, Ms. Yang was an accountant at Harbin Zhanpeng Accounting Firm. Ms. Yang graduated with a B.A. in accounting.  The Company’s Officers and Directors concluded due to Ms. Yang’s degree in accounting and experience as an accountant, she should serve as the Company’s Chief Financial Officer.


15


Nominating, Compensation and Audit Committees





The Board of Directors does not have an audit committee, a compensation committee or a nominating committee, due to the small size of the Board.  The Board does also not have an “audit committee financial expert” within the definition given by the Regulations of the Securities and Exchange Commission.





Section 16(A) Beneficial Ownership Reporting Compliance





Under U.S. securities laws, directors, certain executive officers and persons holding more than 10% of our common stock must report their initial ownership of the common stock, and any changes in that ownership, to the SEC.  The SEC has designated specific due dates for these reports.





Involvement in Certain Legal Proceedings





To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws (except where not subsequently dismissed without sanction or settlement), or from engaging in any type of business practice, or a finding of any violation of federal or state securities laws. To the best of our knowledge, no petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our directors or officers, or any partnership in which any of our directors or officers was a general partner at or within two years before the time of such filing, or any corporation or business association of which any of our directors or officers was an executive officer at or within two years before the time of such filing. Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.





Code of Ethics





The Board of Directors has not adopted a code of ethics applicable to the Company’s executive officers.  The Board believes that the small number of individuals involved in the Company’s management makes such a code unnecessary.





ITEM 11.
EXECUTIVE COMPENSATION





The following table reflects all forms of compensation for the years ended December 31, 2010, 2009 and 2008. No other person received salary or bonus in excess of $100,000 for any of these fiscal years.


16





Name and Principal

Position

Year

Salary


Bonus ($)


Stock

Award(s)

($)


Option

Awards(#)


All Other

Compensation

($)


Total ($)Haipeng Wang,

2010

$
—


$
—



—



—


$
—


$
—Chairman, President

2009

$
—


$
—



—



—


$
—


$
—2008

$
—


$
—



—



—


$
—


$
—Daliang Yang,

2010

$
—


$
—



—



—


$
—


$
—Chief Executive Officer

2009

$
—


$
—



—



—


$
—


$
—2008

$
—


$
—



—



—


$
—


$
—Yulin Yang,

2010

$
—


$
—



—



—


$
—


$
—Chief Financial Officer

2009

$
—


$
—



—



—


$
—


$
—2008

$
—


$
—



—



—


$
—


$
—Lawrence Williams,*

2009

$
—


$
—



—



—


$
—


$
—CEO, President

2008

$
—


$
—



—



—


$
750


$
7502007

$
1,200
(1)

$
—



—



—


$
450


$
1,650





*Resigned November 16, 2009





(1) The Company issued Mr. Williams 1,200,000 shares of common stock, par value, $.001.





Outstanding Equity Awards at Fiscal Year-End





The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of December 31, 2009.





Option awards


Stock awardsName andPrincipal

Position

Number of

Securities

Underlying

Unexercised

Options

Exercisable


Number of

Securities

Underlying

Unexercised

Options

Unexercisable


Option

Exercise

Price($)


Option

Expiration

Date


Number of

Shares or

Units of Stock

thatHave Not

Vested


Market

Valueof

Shares or

Units of

Stock that

Have Not

Vested


Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares, Units

or Other

Rights that

Have Not

Vested


Equity

Incentive

Plan

Awards:

Market or

Payout

Valueof

Unearned

Shares,

Unitsor

Other

Rights that

Have Not

VestedHaipengWang,

Chairman,President


—



—


$
—



—



—



—



—



—Daliang Yang,

Chief Executive Officer


—



—


$
—



—



—



—



—



—Yulin Yang,

Chief Financial Officer


—



—


$
—



—



—



—



—



—Lawrence Williams,

CEO, President *


—



—


$
—



—



—



—



—



—





*Resigned November 16, 2009





Remuneration of Directors





None of the members of the Board of Directors receives remuneration for service on the Board.


17





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





Security Ownership of Certain Beneficial Owners and Management





The following table summarizes certain information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) of outstanding Registrant Common Stock as of December 31, 2010 by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all executive officers and directors as a group. Except as indicated in the footnotes below, the security and stockholders listed below possess sole voting and investment power with respect to their shares.





Name and Address of Beneficial Owner (1)

Amount and Nature

of Beneficial

Ownership (2)


Percentage of

Class (2)Haipeng Wang


24,998,399



80.37
%Daliang Yang


0



0
%Yulin Yang


0



0
%JJEJ Queens Company


3,001,601



9.65
%All Directors and Executive Officers as a Group (3 persons)


24,998,399



80.37
%





(1) "Beneficial Owner" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.





(2) For each shareholder, the calculation of percentage of beneficial ownership is based upon 31,100,770 shares of Common Stock outstanding as of December 31, 2009, and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights.





EMPLOYMENT AGREEMENTS





We do not have employment agreements with any of our officers, directors or key personnel.  The Company’s principal operating subsidiary, Heilong Jianye New Clean Fuel Marketing Co., Ltd. has employment agreements with the following persons: Haipeng Wang, to serve as Chairman of the Board and President, executed on April 22, 2009 for a one year term, subject to automatic renewals of one year at the rate of $30,000 per year; and Daliang Yang, as Chief Executive Officer, executed on April 22, 2009 for a one year term, subject to automatic renewals of one year at the rate of $30,000 per year.





Equity Compensation Plan Information





As of the date of this Form 10-K, the Company has not authorized any equity compensation plan, nor has our Board of Directors authorized the reservation or issuance of any securities under any equity compensation plan.


18


Changes in Control





There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.





ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.





Transactions with Related Persons





At December 31, 2010, the Company had advances from Haipeng Wang the Company’s Chairman and major shareholder in the amount of $107,922.  The advances from this shareholder are non-interest bearing and without fixed terms of repayment.





Director Independence





Currently, we have no independent directors on our Board of Directors, and therefore have no formal procedures in effect for reviewing and pre-approving any transactions between us, our directors, officers and other affiliates. We will use our best efforts to insure that all transactions are on terms at least as favorable to the Company as we would negotiate with unrelated third parties.





ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.





2010


2009Audit fees(1)

$
23,000


$
17,700Audit-related fees

$
—


$
—Tax fees(2)

$
—


$
—All other fees

$
—


$
—Total

$
23,000


$
17,700





(1)
Consists of fees billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.





(2)
“Tax Fees” consisted of fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.





Pre-Approval Policies and Procedures





Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our auditors must be approved in advance by our Board to assure that such services do not impair the auditors’ independence from us. In accordance with its policies and procedures, our Board pre-approved the audit service performed by KCCW Certified Public Accountants for our consolidated financial statements as of and for the year ended December 31, 2009.


19


PART IV





ITEM 15.
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.





Exhibit No.

Description3.1(1)

Articles of Incorporation3.2(1)

By-Laws4.1(1)

Form of Share Certificate10.1(1)

Private Placement Memorandum10.2(1)

Subscription Agreement10.3(1)

Registration Rights Agreement10.4(1)

Employment Agreement dated December 22, 2006 between Gateway Certifications, Inc. and Lawrence Williams, Jr.10.5(1)

Certification Services Contact dated January 1, 2007 between Gateway Certifications and Padua Lugo, Ltd.10.6(1)

Gateway Certification, Inc. Sublease Agreement dated June 1, 200710.7(1)

Website Development Contract dated November 1, 2006 between Gateway Certifications and InfoSoft Consultants10.8(2)

Unsecured Promissory Note between Gateway Certifications, Inc. and Lawrence Williams, Jr.10.9(2)

Unsecured Promissory Note between Gateway Certifications, Inc. and Kwajo Sarfoh10.10(3)

Unsecured Promissory Note 2 between Gateway Certifications, Inc. and Lawrence Williams, Jr.10.11(3)

Credit Agreement between Gateway Certifications, Inc. and Kwajo Sarfoh10.12(3)

Credit Agreement between Gateway Certifications, Inc. and Michael Belton10.13(3)

Commercial Promissory Note between Gateway Certifications, Inc. and Kwajo Sarfoh10.14(3)

Commercial Promissory Note between Gateway Certifications, Inc. and Michael Belton10.15(3)

Line of Credit Draw Authorization between Gateway Certifications and Kwajo Sarfoh10.16(3)

Line of Credit Draw Authorization between Gateway Certifications and Michael Belton10.17(4)

Employment Agreement between Heilongjiang New Clean Fuel Marketing Co. and Daliang Yang, dated April 22, 2009.10.18(4)

Employment Agreement between Heilongjiang New Clean Fuel Marketing Co. and Haipeng Wang, dated September 22, 200910.19(4)

Agreement and Plan of Share Exchange, by and among Gateway Certifications, Inc., Jianye Greentech Holdings Ltd., and the Shareholders of Jianye Greentech Holdings Ltd. as of November 16, 2009.14.1(1)

Code of Ethics31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





* Filed herewith


(1) Filed as exhibits to the registrant’s Form SB-2 filed with the Commission on June 29, 2007.


(2) Filed as exhibits to the registrant’s Form 10-Q filed with the Commission on August 14, 2008.


(3) Filed as exhibits to the registrant’s Form 10-K filed with the Commission on March 31, 2009.


(4) Filed as exhibits to the registrant’s Form 8-K filed with the Commission on November 20, 2009.


20


SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Dated: December 27, 2011


AMERICAN JIANYE GREENTECH HOLDINGS LTD.By:
/s/Haipeng WangHaipeng WangChairman, President(Principal Executive Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Signature

Title

Date/s/Yulin Yang

Chief Financial Officer, Director

December 27. 2011Yulin Yang

(Principal Financial Officer)/s/Daliang Yang

Chief Executive Officer,

December 27. 2011Daliang Yang




21


AMERICAN JIANYE GREENTECH HOLDINGS LTD.





CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED


DECEMBER 31, 2010 AND DECEMBER 31, 2009


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


22


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.





FINANCIAL STATEMENTS
Page #Reports of Independent Registered Public Accounting Firms
F-1-2Consolidated Balance Sheetsas of December 31, 2010 and 2009
F-3ConsolidatedStatements of Operations for the years ended December 31, 2010 and 2009
F-4Consolidated Statements of Stockholders' Equity as of December 31, 2010
F-5Consolidated Statement of Cash Flows for the years ended December 31, 2010 and 2009
F-6Notes to the Financial Statements
F-7 – F-21




23


To: The board of directors and stockholders of


American Jianye Greentech Holdings, Ltd.





Report of Independent Registered Public Accounting Firm





We have audited the accompanying consolidated balance sheets of American Jianye Greentech Holdings, Ltd. and subsidiaries as of December 31, 2010 and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.





We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform an audit of the Company’s internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Jianye Greentech Holdings, Ltd. as of December 31, 2010 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.





Hong Kong, China
Albert Wong & Co.April 27, 2011
Certified Public Accountants


F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board of Directors
 American Jianye Greentech Holdings Ltd.
 
 We have audited the accompanying consolidated balance sheet of American Jianye Greentech Holdings Ltd. and its subsidiaries (the “Company”) as of December 31, 2009, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
 We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
 
 In our opinion, such financial statements present fairly, in all material respects, the consolidated financial positions of American Jianye Greentech Holdings Ltd. as of December 31, 2009, and the consolidated results of their operations and their consolidated cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
 
 KCCW Accountancy Corp.
 
 Diamond Bar, California
 March 29, 2010


F-2


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


CONSOLIDATED BALANCE SHEETS





December 31,


December 31,2010


2009AssetsCurrent AssetsCash and cash equivalents


655,640



80,366Accounts receivable, net


198,239



9,698,078Prepaid construction costs


18,718,399



-Notes receivable for stock subscription


510,000



-Other current assets


38,165



75,05920,120,443



9,853,503Property, plant and equipment


4,857,036



841Deposits for acquisition of a land use right


1,668,740



-Other deposits


-



146,700Total Assets


26,646,219



10,001,044Liabilities and Stockholders' EquityCurrent LiabilitiesAccounts payable


10,458,783



6,089,600Accounts payable- related parties


792,457



2,304,098Accrued expenses


382,751



32,693Income tax payable


3,757,791



314,511Due to related parties


178,055



266,582Due to a shareholder


107,922



-Total liabilities


15,677,759



9,007,484Stockholders' EquityCommon stock, $0.001 par value, 394,500,000 shares authorized, 32,010,148 and 31,100,770 fully-paid shares issued and outstanding as of December 31, 2010 and 2009 respectively


32,010



31,1011,100,000 and 0 unpaid shares issued and outstanding as of December 31, 2010 and 2009 respectively


1,100



-Preferred stock, $0.001 par value, 5,500,000 shares authorized, 0 shares issued and outstanding


-



-Additional paid-in capital


926,890



18,899Accumulated other comprehensive income


261,489



218Retained earnings


9,746,971



943,342Total stockholders' equity


10,968,460



993,560Total Liabilities and Stockholders' Equity


26,646,219



10,001,044





The Accompanying Notes are an integral part of the Financial Statements.


F-3


AMERICAN JIANYE GREENTECH HOLDINGS LTD.


CONSOLIDATED STATEMENTS OF OPERATIONS





For the Year EndedDecember 31,

2010


December 31,

2009Sales

$
92,834,176


$
9,740,392Cost of sales


80,411,956



8,391,981Gross profit


12,422,220



1,348,411Operating expenses:Selling, general and administrative


583,793



90,622Income from operations


11,838,427



1,257,789Provision for income taxes


3,034,798



314,447Net Income


8,803,629



943,342Other comprehensive incomeForeign currency translation adjustment


261,271



-Comprehensive income

$
9,064,900


$
943,342Net Income Per Share-Basic and Diluted

$
0.28


$
0.03Weighted Average Shares Outstanding:Basic and Diluted


31,465,277



28,407,773





The Accompanying Notes are an integral part of the Financial Statements.


F-4


AMERICAN JIANYE GREENTECH HOLDINGS LTD.


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009





Additional


Stock


OtherCommon Stock


Paid-in


Subscription


Comprehensive


RetainedShare


Amount


Capital


Receivable


Income


Earnings


TotalBalance, December 31, 2008


28,000,000



28,000



22,000



(50,000
)


-



-



-Recapitalization


3,100,770



3,101



(3,101
)


-



-



-



-Capital contribution


-



-



-



50,000



-



-



50,000Net income for the period ended December 31, 2009


-



-



-



-



218



943,342



943,560Balance, December 31, 2009


31,100,770



31,101



18,899



-



218



943,342



993,560Restoration of cancelled common stock


299,378



299



(299
)


-



-



-



-Issuance of common stock for service


10,000



10



9,990



-



-



-



10,000Issuance of common stock


1,700,000



1,700



898,300



-



-



-



900,000Net income for the period ended December 31, 2010


-



-



-



-



-



8,803,629



8,803,629Foreign currency translation adjustment


-



-



-



-



261,271



-



261,271Balance, December 31, 2010


33,110,148


$
33,110


$
926,890


$
-


$
261,489


$
9,746,971


$
10,968,460





The Accompanying Notes are an integral part of the Financial Statements.


F-5


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


CONSOLIDATED STATEMENTS OF CASH FLOWS





For the Year EndedDecember 31,

2010


December 31,

2009Cash flows from operating activitiesNet income

$
8,803,629


$
943,342Adjustments to reconcile net income to net cash used in operating activities:Depreciation expense


323



-Changes in assets and liabilities:Accounts receivable


9,614,815



(9,696,095
)Other current assets


38,698



(75,043
)Other deposits


38,302



(146,670
)Accounts payable


2,481,551



8,391,981Accrued expenses


340,885



32,671Income tax payable


3,345,941



314,447Net cash provided by operating activities


24,664,144



(235,367
)Cash flows from investing activitiesCapital contribution


-



50,000Construction in process


(4,734,604
)


-Prepaid construction costs


(18,251,305
)


-Deposit payment for land use right


(1,517,036
)


-Purchases of property, plant and equipment


(704
)


(841
)Net cash used in investing activities


(24,503,649
)


49,159Cash flows from financing activitiesAdvances from related parties


(95,994
)


119,857Amount due to a shareholder


105,291



146,670Subscription receivable


(510,000
)


-Issuance of common stock


910,000



-Net cash used in financing activities


409,297



266,527Net increase in cash and cash equivalents


569,792



80,319Effect of exchange rate changes on cash and cash equivalent


5,482



47Cash and cash equivalentsBeginning


80,366



-Ending

$
655,640


$
80,366Supplemental disclosure of cash flowsCash paid during the period for:Interest paid

$
-


$
-Income tax

$
1,930,513


$
-





The Accompanying Notes are an integral part of the Financial Statements.


F-6


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





NOTE 1-  NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES





Nature of operations





American Jianye Greentech Holdings, Ltd. (the ‘Company” or “American Jianye”) was originally incorporated on August 30, 2006, in the State of Nevada as Gateway Certifications, Inc.





On November 13, 2009, the Company entered into and completed the transactions contemplated under a Share Exchange Agreement (the “Exchange Agreement”) with each of the shareholders (the “Shareholders”) of Jianye Greentech Holdings, Ltd., a British Virgin Islands corporation (”Jianye”), pursuant to which the Company purchased from the Shareholders all issued and outstanding shares of Jianye’ common stock in consideration for the issuance of an aggregate of 3,548,796 shares of the Company common stock (the "Share Exchange") (the “Merger”).





The Share Exchange resulted in a change in control of the Company with the Shareholders owning 3,548,796 shares of common stock of the Company out of a total of 3,941,796 issued and outstanding shares after giving effect to the Share Exchange. As a result of the Exchange Agreement, (i) Jianye became a wholly-owned subsidiary of the Company and (ii) the Company succeeded to the business of Jianye as its sole business. Accordingly, the Company changed its name to American Jianye Greentech Holdings, Ltd. The Company also effectuated a forward-split of its common stock on a 7.89-for-1 basis. The Merger will be accounted for as a reverse merger to be reflected as a recapitalization with Jianye as the accounting acquirer.





Jianye Greentech Holdings Ltd (“Jianye BVI”) was incorporated on April 17, 2008 under the laws of British Virgin Islands. Jianye BVI is a holding company that owns 100% of Hong Kong Jianye Greentech Holdings Limited (“Jianye Hong Kong”), a corporation incorporated on May 2, 2008 under the laws of Hong Kong. Jianye BVI and Jianye Hong Kong currently have no operations and operate as investment holding companies.





On September 28, 2009, Jianye Hong Kong established Heilongjian New Jianye New Clean Fuel Marketing Ltd. (“Jianye China”), a wholly owned subsidiary in China, with registered capital of US$50,000. As a result, Jianye BVI owns 100% of the equity of Jianye China through Jianye Hong Kong. Jianye China’s primary business is to distribute ethanol and methanol as alternative fuel for automobile use.





On November 2009, the Company changed its name to American Jianye Greentech Holdings, Ltd. to more accurately reflect the business it intends to enter subsequent to the merger with Gateway and will focus its efforts for growth in the area of ethanol and methanol fuel.




F-7





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





Basis of presentation





The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America.





On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (“FASB”) to the authoritative hierarchy of GAAP.  These changes establish the FASB Accounting Standards Codification (“ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions (“FSP”), or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates (“ASUs”).  ASUs will not be authoritative in their own right as they will only serve to update the ASC.  These changes and the ASC itself do not change GAAP.  Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company’s consolidated financial statements.





Basis of Consolidation





The consolidated financial statements include the accounts of American Jianye Greentech Holdings, Ltd and its wholly owned subsidiaries.  All significant intercompany accounts and transactions are eliminated.





Name of Company

Place of

incorporation

Attributable

interestJianye Greentech Holding Ltd.

British Virgin Islands


100
%Hong Kong Jianye Greentech Holding Limited

Hong Kong


100
%Heilongjian Jianye New Clean Fuel Marketing Co. Ltd.

PRC


100
%





Use of Estimates





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





Foreign Currency Translation





The Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency, while its functional currency is Chinese Renminbi (RMB). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.




F-8





In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into US $  using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period.  Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.





Below is a table with foreign exchange rates used for translation:




December 31,

2010Year end RMB : USD exchange rate


6.5918Average yearly RMB : USD exchange rate


6.7605





F-9


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





Segment Reporting





The Company determines and discloses its segments in accordance with ASC 280, Segment Reporting. The Company’s management reporting structure provided for only one segment in 2010 and 2009 and accordingly, no separate segment information is presented.





Revenue Recognition





Revenues represent the invoiced value of goods sold recognized upon the shipment of goods to customers. Revenues are recognized when all of the following criteria are met:




· Persuasive evidence of an arrangement exists;
 · Delivery has occurred or services have been rendered;
 · The seller’s price to the buyer is fixed or determinable; and
 · Collectability is reasonably assured.




The majority of the Company’s revenue results from sales contracts with distributors and revenue are recorded upon the shipment of goods. Management conducts credit background checks for new customers as a means to reduce the subjectivity of assuring collectability.





Cash and Cash Equivalents





Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.





Accounts Receivable





Accounts receivable are carried at original invoice amount less estimates made for doubtful receivables. Management determines the allowance for doubtful accounts at the end of the period based on a review of the current status of existing receivables, account aging, historical collection experience, subsequent collections, management's evaluation of the effect of existing economic conditions, and other known factors. The provision is provided for the above estimates made for all doubtful receivables. Account balances are charged off against the allowance only when the Company considers it is probable that a receivable will not be recovered. Recoveries of trade receivables previously written off are recorded when received. The allowance of doubtful accounts at December 31, 2010 and December 31, 2009 was $696 and $44,307, respectively.





Property and Equipment





Property and equipment are recorded at cost, less accumulated depreciation.  Depreciation is computed on the straight-line method over the estimated useful lives of the related assets as follows:





Equipment
3 to 5 years





Expenditures for major renewals and betterment that extend the useful lives of property and equipment are capitalized.  Expenditures for repairs and maintenance are charged to expense as incurred.  When property and equipment are retired or otherwise disposed of, the asset and accumulated depreciation are removed from the accounts and the resulting profit or loss is reflected in the statement of income for the period.


Construction in progress represents direct costs of construction or the acquisition cost of buildings or machinery and design fees. Capitalization of these costs ceases and the construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until the assets are completed and ready for their intended use.




F-10





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





Income Taxes


The Company follows ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.





The Company adopted ASC 740-10-25 on January 1, 2007, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position.  The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25.





Fair Value Measurements


ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.




ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  ASC 820 establishes three levels of inputs that may be used to measure fair value:


· Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company holds. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.


· Level 2 – Valuation based on quoted prices in markets that are not active for which all significant inputs are observable, either directly or indirectly.


· Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.


The Company adopted ASC 820, Fair Value Measurements and Disclosures, on January 1, 2008 for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company has also adopted ASC 820, on January 1, 2009 for non financial assets and non financial liabilities, as these items are not recognized at fair value on a recurring basis. The adoption of ASC 820 for all financial assets and liabilities and non-financial assets and non-financial liabilities did not have any impact on the Company’s consolidated financial statements.


Financial instruments include cash, accounts receivable, prepayments and other receivables, short-term borrowings from banks, accounts payable and accrued expenses and other payables. The carrying amounts of cash, accounts receivable, prepayments and other receivables, short-term loans, accounts payable and accrued expenses approximate their fair value due to the short term maturities of these instruments. See footnote 10 regarding the fair value of the Company’s warrants, which are classified as Level 3 liabilities in the fair value hierarchy.




F-11





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





Concentrations





·
Customers: The Company distributes ethanol and methanol as alternative fuel for automobile use in China. The Company performs ongoing credit evaluations of its customers’ financial condition and generally, requires no collateral. For the year ended December 31, 2010, three customers accounted for 86.24% of the Company’s total revenues. Three customers represented 93.98% of accounts receivable in aggregate at December 31, 2010:





Customer

Sales for the Year Ended

December 31, 2010


Sales for the Year Ended December

31, 2009A

$
54,837,042



59.07
%

$
5,697,252



58.49
%B

$
13,419,622



14.46
%

$
4,043,120



41.51
%C

$
11,798,253



12.71
%

$
-



-$
80,054,917



86.24
%

$
9,740,372



93.98
%





Accounts Receivable:





Customer

Accounts Receivable at

December 31, 2010


Accounts Receivable at

December 31, 2009A

$
119,053



76.99
%

$
5,698,417



58.49
%B

$
26,275



16.99
%

$
-



-C

$
-



-


$
4,043,967



41.51
%$
145,328



93.98
%

$
9,742,385



100.00
%





Suppliers:For the year ended December 31, 2010, one suppliers accounted for more than 91.91% of the Company’s total purchase. Four vendors represented 100% of accounts payable in aggregate at December 31, 2010. Management believes other vendors could supply similar products, but their terms may not be as favorable as currently being offered by this vendor.





Accounts Payable:





Supplier

Accounts Payable at

December 31, 2010


Accounts Payable at

December 31, 2009A

$
10,341,098



91.91
%

$
2,737,922



32.62
%B

$
792,457



7.04
%

$
2,304,098



27.45
%C

$
75,184



0.67
%

$
-



-D

$
42,501



0.38
%

$
-



-E

$
-



-


$
2,493,787



29.71
%F

$
-



-


$
857,891



10.22
%$
11,251,240



100.00
%

$
8,393,698



100.00
%





F-12


AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





Recent accounting pronouncements





ASC Update (“ASU”) No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. This update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. This ASU codified the consensus reached in EITF Issue No. 09-E “Accounting for Stock Dividends, Including Distributions to Shareholders with Components of Stock and Cash”. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this update did not have any material impact on the Company’s financial statements.




ASC Update (“ASU”) No. 2010-02, Consolidation (Topics 810) – Accounting and Reporting for Decreases in Ownership of a Subsidiary - A Scope Clarification.  This update provides guidance for non-controlling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.  The adoption of this update did not have any material impact on the Company’s financial statements.




ASC Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This update requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. Specifically, ASU 2010-06 amends Codification Subtopic 820-10 to now require:


•
A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and


•
In the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements.


In addition, ASU 2010-06 clarifies the requirements of the following existing disclosures:


•
For purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and


•
A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements.


ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early application is permitted.





ASC Update (“ASU”) No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. This update is to remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued. The FASB believes these amendments remove potential conflicts with the SEC’s literature.


F-13





In addition, the amendments in the ASU requires an entity that is a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events through the date of issuance of its financial statements and must disclose such date. All of the amendments in the ASU were effective upon issuance (February 24, 2010) except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.




F-14




AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





ASC Update (“ASU”) No. 2010-10, Consolidation (Topic 810): Amendments for Certain Investment Funds. This update is to defer the effective date of certain amendments to the consolidation requirements of FASB Accounting Standards CodificationTM (Codification) Topic 810, Consolidation, resulting from the issuance of FASB Accounting Standard No. 167, Amendments to FASB Interpretation 46(R). Specifically, the amendments to the consolidation requirements of Topic 810 resulting from the issuance of Statement 167 are deferred for a reporting entity’s interest in an entity:


•           That has all the attributes of an investment company; or


•           For which it is industry practice to apply measurement principles for financial reporting purposes that are consistent with those followed by investment companies.


The ASU does not defer the disclosure requirements in the Statement 167 amendments to Topic 810. The amendments in this ASU are effective as of the beginning of a reporting entity's first annual period that begins after November 15, 2009, and for interim for interim periods within that first annual reporting period. Early application is not permitted.





ASC Update (“ASU”) No. 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. This update is to codify the consensus reached in EITF Issue No. 09-J, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.” The amendments to the Codification clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or services condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The adoption of this update did not have any material impact on the Company’s financial statements.





ASC Update (“ASU”) No. 2010-21, Accounting for Technical Amendments to Various SEC Rules and Schedules. This update amends various SEC paragraphs in the FASB Accounting Standards Codification pursuant to SEC Final Rule, “Technical Amendments to Rules Forms, Schedules and Codification of Financial Reporting Policies”. The adoption of this update did not have any material impact on the Company’s financial statements.





ASC Update (“ASU”) No. 2010-22, Accounting for Various Topics. This update amends various SEC paragraphs in the FASB Accounting Standards Codification based on external comments received and the issuance of Staff Accounting Bulletin (SAB) No. 112 which amends or rescinds portion of certain SAB topics. SAB 112 was issued to bring existing SEC guidance into conformity with ASC 805 “Business Combination” and ASC 810 “Consolidation”. The adoption of this update did not have any material impact on the Company’s financial statements.





ASC Update (“ASU”) No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. This update reflects the decision reached in EITF Issue No. 10-G. The amendments in this ASU affect any public entity as defined by Topic 805, Business Combinations, that enters into business combinations that are material on an individual or aggregate basis. The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.





Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.




F-15





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





NOTE 2 - PROPERTY, PLANT AND EQUIPMENT





Property, plant and equipment consisted of following:





December 31, 2010


December 31, 2009Equipment

$
1,585



8411,585



841Less: Accumulated depreciation


(323
)


-1,262



-Constriction in progress


4,855,774



-$
4,857,036


$
841





Depreciation expense was approximately $323and $0 for the year ended December 31, 2010 and 2009.





NOTE 3 – PREPAID CONSTRUCTION COSTS





Prepaid construction costs are paid for the construction of plants in the production bases in Tieling City in Liaoning Province of the PRC.





NOTE 4 – DEPOSITS FOR ACQUISITION OF A LAND USE RIGHT





Deposits are paid for acquisition of the land use right of the production bases in Tieling City in Liaoning Province of the PRC.





The total acquisition costs of the land use right is amounting to $9,147,729 (RMB 60,300,000). The unpaid balance, amounting to $7,478,989 (RMB 49,300,000) will be paid on or before January 25, 2012.





NOTE 5 – NOTES RECEIVABLE FOR STOCK SUBSCRIPTION





The Notes receivable are the proceeds of the stock issued but the subscribers have not paid before the year ended December 31, 2010. All of these receivables have been settled in the first quarter of 2011.





NOTE 6 – AMOUNTS DUE TO SHAREHOLDER





As of December 31, 2010, the Company was indebted to Mr. Haipeng Wang in the amount of  $107,922. This amount is unsecured, interest-free and repayable on demand.




F-16





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





NOTE 7 – EARNINGS PER SHARE





The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of outstanding stock options.  Potentially dilutive common shares consist of convertible preferred stock (using the if-converted method) and exercisable warrants outstanding.





The following table sets forth the computation of basic and diluted net income per common share:





Years Ended December 31,

2010


2009Net income

$
8,808,504


$
943,342Weighted-average shares of common stock outstandingBasic


31,465,277



28,407,773Dilutive shares:


-



-Diluted


31,465,277



28,407,773Basic and dilutive earnings per share

$
0.28


$
0.03





NOTE 8 - INCOME TAXES





Jianye Greentech Holdings Ltd was incorporated in British Virgin Islands and is not subject to any income tax.





Hong Kong Jianye Greentech Holdings Limited was incorporated in Hong Kong and has not yet realized income as of December 31, 2010 and 2009, and no provision for income taxes has been made.





Heilongjian New Jianye New Clean Fuel Marketing Ltd. was incorporated in the People’s Republic of China and is subject to PRC Enterprise Income Tax on net income at a rate of 25%.





Deferred tax assets and liabilities are measured based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. There were no significant components of the deferred tax for the period ended December 31, 2010 and 2009.




F-17





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





NOTE 9 - STOCKHOLDERS’ EQUITY




On November 24, 2009, the Company filed an Amended and Restated Articles of Incorporation with the Secretary of State of Nevada, to effect a 7.89 for 1 forward split of the issued and outstanding common shares of the Company whereby every one share of common stock held were exchanged for 7.89 shares of common stock. As a result, the issued and outstanding shares of common stock were increased from 3,941,796 prior to the forward split to approximately 31,100,770 following the forward stock split. The authorized capital were changed at 394,500,000 shares of common stock and any shareholder who beneficially owned a fractional share of common stock after the forward stock split had their fractional share rounded up to the nearest whole share. All references in the accompanying financial statements to the number of shares outstanding, per share amounts of the Company’s common stock have been adjusted to reflect the effect of the stock forward split. Shareholders’ equity reflects the stock forward split by reclassifying from “Common Stock” to “Additional Paid-in Capital” an amount equal to the par value of the increased shares arising from the forward split.





In November 2009, the Company’s Board of Directors approved another Amended and Restated Articles of Incorporation with the Secretary of State of Nevada, to amend the Company’s Articles of Incorporation to: (i) change the name of the Company to “American Jianye Greentech Holdings Ltd.” (ii) increase the number of the Company’s authorized shares of capital stock from 394,500,000 shares to 400,000,000 of which 394,500,000 shares will be common stock par value $0.001 per share and 5,500,000 shares will be preferred stock par value $0.001 per share; and (iii) authorize the Board of Directors to provide for the issuance of shares of preferred stock in series and, by filing a certificate pursuant to the Nevada Revised Statutes, to establish from time to time the number of shares to be included in each such series, and to fix the designation, power, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions.





NOTE 10-  CAPITALIZATION





The common stock was $33,110 with paid-in capital $926,890 as of December 31, 2010.  1,710,000 shares of common stock at par value of $0.001 each share were issued for the year ended December 31, 2010. 1,100,000 of these issued common stocks were not yet paid as at December 31, 2010.





10,000 shares were issued in the second quarter of 2010 for the engagement of a financial consultant. The market price was valued at $1 per share on the issue date of these shares.





600,000 shares were issued and fully paid in the last quarter of 2010.





700,000 shares were issued and the subscription proceeds were settled in the first quarter of 2011.





Subscription agreements were entered for issuance of 1,000,000 shares at a price of $0.15 per share. $60,000 as proceeds for 400,000 shares were settled in the first quarter of 2011. The remaining proceeds of $90,000 for 600,000 shares are expected to be settled in the second and third quarters of 2011. The issue of these 600,000 shares is reported as reduction in stockholders’ equity as the proceeds have not been received prior to the issuance of the financial statements.





7,950,000 shares held by the former shareholders were retired on November 17, 2009, according to Share Exchange Agreement dated November 12, 2009, but 299,378 of these retired shares were later restored and reported as issued and fully paid common stock in April, 2010.





F-18





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





NOTE 11-  RELATED PARTY TRANSACTIONS





Transactions with Harbin Dayang Trading Co., Ltd





Mr. Haipeng Wang, the Chairman of the Group, holds 15% interest, and his father, Mr. Jianye Wang holds 70% interest in this company.





As of December 31, 2010, no advance received from or paid to this related company.





Transactions with Heilongjiang Jianye Real Estates Co., Ltd





Harbin Dayang Trading Co., Ltd, another related company of the Group, holds 97.72% interest, and Mr. Haipeng Wang has 1.14% interest, in this company.





As of December 31, 2010, we had a balance of payable to this related company totaling $328,221. This advance bears no interest and is payable on demand.





Transactions with Heilongjiang Jianye Fuel Co., Ltd





Mr. Haipeng Wang, Mr. Haipeng Wang; and Heilongjiang Jianye Real Estates Co., Ltd, another related company of the Group, are the majority shareholders of Heilongjiang Jianye Fuel Co., Ltd, hold in total of 97.83% interests.





As of December 31, 2010, we had a balance of advance paid to this related company totaling $2,275. This advance bears no interest and is payable on demand.





Transactions with Zhaodong City Jianye Fuel Co., Ltd





China Jianye Fuel, Inc., of which the majority shareholder is Mr. Jianye Wang, holds 100% interests in this company.





As of December 31, 2010, we had an account receivable amounting to $175,349, and an account payable amounting to $792,457, to this related company.





For the year ended December 31, 2010, we recorded purchases of $2,175,562, approximately 2.72% of the Company’s inventory is purchased from this related company.





Transactions with Heilongjiang Jianye Building Mgt Co., Ltd





Mr. Jianye Wang holds 25% interest, and Mr. Haipeng Wang holds 8.33% interest, in this company.





As of December 31, 2010, we had a balance of advance received from this related company totaling $25,183. This advance bears no interest and is payable on demand.




Transactions with Zhao Dong Jianye Fuel Co., Ltd.
  Zhao Dong Jianye Fuel Co., Ltd., is wholly owned by Mr. Jianye Wang, the father of Haipeng Wang, the Company’s Chairman, President and Chief Executive and Financial Officer. For the year ended December 31, 2010, we recorded purchases of $2,175,562 approximately 2.72% of the Company’s inventory is purchased from this related company. For the nine months ended September 31, 2011, no inventories had been purchased from this related company.




F-19





Transactions with Harbin Jianye Construction Engineering Co., Ltd





Harbin Dayang Trading Co., Ltd , Heilongjiang Jianye Real Estates Co., Ltd, related companies of the Group, holds 49% and 40% of interests respectively, and Mr. Haipeng Wang holds 11% interest of this company.





Harbin Jianye Construction Engineering Co., Ltd is the main contractor of the construction project for production bases in Tieling City of the Liaoning Province in the PRC.





As of December 31, 2010, we had balances of prepaid construction costs to this related company totaling $24,278,871.





Advances from shareholder –At December 31, 2010, the Company had advances from the Company’s Chairman and major shareholder in the amount of $107,922. The advances from this shareholder are non-interest bearing and without fixed terms of repayment.




F-20





AMERICAN JIANYE GREENTECH HOLDINGS, LTD.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2010 AND 2009





NOTE 11-  RELATED PARTY TRANSACTIONS (Continued)





Purchase and account payable - For the year ended December 31, 2009, approximately 28% of the Company’s inventory is purchased from a related party, a company controlled by the father of the Company’s Chairman and major shareholder. Total purchase from this related party amounted to $2,304,569. Accounts payable due to this related party was $2,304,098 at December 31, 2009.





Advances from related party –For the year ended December 31, 2009, the Company had advances from the related party in the amount of $119,882. The advances from related party are non-interest bearing and without fixed terms of repayment.





Advances from shareholder –For the year ended December 31, 2009, the Company had advances from the Company’s Chairman and major shareholder in the amount of $146,700. The advances from this shareholder are non-interest bearing and without fixed terms of repayment.





Note 12 - COMMITMENTs





The Group has entered into an agreement for the acquisition of land use right. The total acquisition costs of the land use right is amounting to $9,147,729 (RMB 60,300,000). The unpaid balance, amounting to $7,478,989 (RMB 49,300,000) will be paid on or before January 25, 2012.





Note 13 - Subsequent Events





In preparing these financial statements, the Company evaluated the events and transactions that occurred from January 1, 2011 through April 27, 2011, the date these financial statements were issued. The Company has made the required additional disclosures in reporting periods in which subsequent events occur.





As discussed in note 5, the subscription proceeds of common stock issued but unpaid by the subscribers were amounting $510,000 at December 31, 2010. All of these proceeds have been settled in the first quarter of 2011.





F-21