SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-54148
SGREENTECH GROUP LIMITED
(Exact Name of Registrant as Specified in its Charter)
Delaware 27-3563124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Room 1, 13/F,
Hung Tai Industrial Building,
37 Hung To Road,
Kwun Tong, Kowloon, Hong Kong
(Address of Principal Executive Offices)
(011) 852 275 55022
(Registrant's Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at October 31, 2011
Common Stock, par value $0.0001 27,892,308
Documents incorporated by reference: None
FINANCIAL STATEMENTS
TO BE COMPLETED
Balance Sheets as of September 30, 2011 (Unaudited) and
December 31, 2010 F-1
Statements of Operations for the Three and Nine MOnths
Ended September 30, 2011 and 2010 and for the Period
from July 19, 2010 (Inception) to September 30, 2011
(Unaudited) F-2
Statement of Changes in Stockholders' Equity (Deficit)
for the Period from July 19, 2010 (Inception) to
September 30, 2011 (Unaudited) F-3
Statements of Cash Flows for the Nine Months Ended
September 30, 2011 and for the Period from July
19, 2010 (Inception) to September 30, 2011 (Unaudited) F-4
Notes to Financial Statements F5-F9
SGREENTECH GROUP LIMITED
(Formerly ALDERWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
BALANCE SHEETS
ASSETS
September 30, December 31,
2011 2010
--------- -----------
(Unaudited)
Current Assets
Cash $ 20 $ 2,000
---------- ----------
TOTAL ASSETS $ 20 $ 2,000
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Related party payable $ 40,000 $ -
Accounts payable 4,420 -
---------- ---------
Total current liabilities 44,420 -
---------- ---------
Stockholders' Equity (Deficit)
Preferred stock, $0.0001
par value, 20,000,000 shares
authorized; None outstanding - -
Common Stock, $0.0001 Par Value,
100,000,000 Shares Authorized;
27,892,038Shares Issued and
Outstanding 2,789 2,000
Discount on common stock (2,789) -
Additional paid-in capital 1,250 1,250
Deficit accumulated during the
development stage (45,670) (1,250)
--------- ---------
Total Stockholders' Equity (Deficit) (44,400) 2,000
--------- ---------
TOTAL LIABILITIES and
STOCKHOLDERS' EQUITY (DEFICIT) $ 20 $ 2,000
========= =========
See accompanying notes to the financial statements
F-1
SGREENTECH GROUP LIMITED
(Formerly ALDERWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
STATEMENT OF OPERATIONS
Three months Nine months For the Period
Ended Ended from July 19, 2010
September 30, September 30, (Inception) to
2011 2011 September 30, 2011
------------ ----------- --------------
(Unaudited) (Unaudited) (Unaudited)
Sales - net $ - $ - $ -
Cost of sales - - -
------------ ----------- --------------
Gross profit - - -
------------ ----------- --------------
Operating Expenses 4,420 44,420 45,670
------------ ----------- --------------
Net loss $ (4,420) $ (44,420) $ (45,670)
============ =========== ==============
Loss per Share -
basic and diluted $ (0.00) $ (0.00)
============ ===========
Weighted Average Shares - 25,702,509 21,921,725
basic and diluted ============ ===========
See accompanying notes to financial statements
F-2
SGREENTECH GROUP LTD.
(Formerly ALDERWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
Deficit
Accumulated Total
Discount Additional During the Stock-
Common Stock on Common Paid-In Development holders'
Shares Amount Stock Capital Stage Equity
---------- -------- -------- -------- ----------- ---------
Balance, July 19, 2010
(Inception) - $ - $ - $ - $ - $ -
Shares issued
for cash 20,000,000 2,000 - - - 2,000
Expenses paid
by shareholders - - - 1,250 - 1,250
Net loss - - - - (1,250) (1,250)
---------- -------- -------- -------- ----------- ---------
Balance, December 31,
2010 20,000,000 $ 2,000 - $ 1,250 $ (1,250) $ 2,000
---------- -------- -------- -------- ---------- ---------
Net loss - - - - (40,000) (40,000)
---------- -------- -------- -------- ---------- ---------
Balance, June 30,
2011 20,000,000 $ 2,000 - $ 1,250 $(41,250) $(38,000)
---------- -------- -------- -------- ---------- ---------
Shares redeemed (19,800,000) (1,980) - - - (1,980)
Founder shares
issued 27,692,038 2,769 (2,769) - - -
Net loss - - - - (4,420) (4,420)
---------- -------- -------- -------- ---------- ---------
Balance, September
30, 2011 27,892,038 $ 2,789 $(2,769) $ 1,250 $(45,670) $(44,400)
========== ======= ======== ========= ======= =======
See accompanying notes to the financial statements
F-3
SGREENTECH GROUP LTD.
(Formerly ALDERWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Period from
Nine Months July 19, 2010
Ended June 30, (Inception) to
2011 September 30, 2011
(Unaudited) (Unaudited)
-------------- ----------------
OPERATING ACTIVITIES
Net loss $ (44,420) $ (45,670)
Adjustments to reconcile net loss
to net cash used by operating
activities
Changes in operating assets and liabilities
Accounts payable 4,420 4,420
--------------- -----------------
Net cash used in operating activities (40,000) (41,250)
--------------- -----------------
FINANCING ACTIVITIES
Balance Change in Related party payable 40,000 40,000
Proceeds from issuance of common stock - 2,000
Proceeds from stockholders' additional
paid-in capital - 1,250
Redemption of common stock (1,980) (1,980)
Net cash provided by financial activities 38,020 1,270
------------- --------------
Net increase in cash (1,980) (39,980)
Cash,beginning of period 2,000 -
------------ --------------
Cash, end of period $ 20 $ (39,980)
============ ==============
See accompanying notes to financial statements
F-4
SGreentech Group Limited
(Formerly Alderwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
SGreentech Group Limited, formerly Alderwood Acquisition
Corporation ("SGreentech" or "the Company) was incorporated on July
19, 2010 under the laws of the State of Delaware on July 19, 2010 to
engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. has been in the developmental
stage since inception and its operations to date have been limited to
issuing shares to its original shareholders and filing this registration
statement. SGreentech will attempt to locate and negotiate with a
business entity for the combination of that target company with
SGreentech. The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange. In most instances
the target company will wish to structure the business combination to be
within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that SGreentech will be successful in locating
or negotiating with any target company. SGreentech has been formed to
provide a method for a foreign or domestic private company to become a
reporting company with a class of securities registered under the
Securities Exchange Act of 1934.
On July 13, 2011, the shareholders of the Corporation and the Board of
Directors unanimously ratified the change of the Registrant's name to
SGreenTech Group Limited and filed such change with the State of
Delaware on July 13, 2011. The Company anticipates that it may enter
into a business combination with SGreenTech Holdings Ltd. (Hong
Kong), an operating business located in China. No agreements have been
reached on terms of any such possible combination and no contracts nor
other documents have been executed.
SGreenTech Holdings Ltd. (Hong Kong) is a marketer and distributor of
entertainment, computing and communications products. Currently, it
markets and distributes television sets, including LCD television sets
and monitors across the world. SGreenTech Holdings Ltd. (Hong Kong) has
obtained the right to assemble television sets for distribution and sale.
Such assembly is conducted through contract manufacturers in China. It
anticipates that it will expand into television marketing and distribution.
SGreenTech Holdings Ltd. (Hong Kong) also anticipates that it will
enter the cellular telephone and computer markets.
The Company selected December 31 as its fiscal year end.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below
is designed to assist in understanding the Company's financial
statements. Such financial statements and accompanying notes are the
representations of the Company's management, who are responsible for
their integrity and objectivity. These accounting policies conform to
accounting principles generally accepted in the United States of America
("GAAP") in all material respects, and have been consistently applied in
preparing the accompanying financial statements.
F-5
SGreentech Group Limited
(Formerly Alderwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
USE OF ESTIMATES
These unaudited condensed financial statements should be read in
conjunction with the audited financial statements and notes thereto
in the Company's Form 10K filed on March 30, 2011 with the SEC. In
preparing these condensed financial statements, management is required
to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the condensed financial
statements and the reported amount of revenues and expenses during
the reporting periods. Actual results could differ from those estimates.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. From time to time,
the Company maintains cash balances at certain institutions in excess of
the Federal Deposit Insurance Corporation limit.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
LOSS PER COMMON SHARE
Basic loss per common shares excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss of
the entity. As of September 30, 2011 there are no outstanding dilutive
securities.
F-6
SGreentech Group Limited
(Formerly Alderwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes
a three-tier fair value hierarchy, which prioritizes the inputs in
measuring fair value. The hierarchy prioritizes the inputs into three
levels based on the extent to which inputs used in measuring fair value
are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in
active markets;
Level 2: defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable;
and
Level 3: defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop
its own assumptions
The carrying amounts of financial assets and liabilities approximate their
fair values because of the short maturity of these instruments.
Note 2 - GOING CONCERN
The Company has sustained operating losses since inception of the
Company on July 19, 2010. Additionally, the Company has deficit
accumulated during the development stage of $45,670 at September 30,
2011. The Company also has a net loss from operations of $44,420 for
the nine months ended September 30, 2011. The Company's continuation
as a going concern is dependent on its ability to generate sufficient
cash flows from operations to meet its obligations, which it has not
been able to accomplish to date, and /or obtain additional financing
from its stockholders and/or other third parties.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of
the Company as a going concern is dependent upon financial support from
its stockholders, the ability of the Company to obtain necessary equity
financing to continue its operations, and successfully locating and
negotiate with a business entity for the combination of that target
company with the Company.
There is no assurance that the Company will ever be profitable. The
financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of
assets or the amounts and classifications of liabilities that may
result should the Company be unable to continue as a going concern.
F-7
SGreentech Group Limited
(Formerly Alderwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In December 2010, the FASB issued ASU 2010-29, Disclosure of
Supplementary Pro Forma Information for Business Combinations. This
proposed ASU reflects the consensus-for-exposure in EITF Issue No.
10-G, "Disclosure of Supplementary Pro Forma Information for Business
Combinations." The Amendments in this proposed ASU specify that if a
public entity presents comparative financial statements, the entity
would 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. This ASU would also expand the supplemental
pro forma disclosures under Codification Topic 805, Business
Combinations, to include a description of the nature and amount of
material, nonrecurring pro forma adjustments directly attributable
to the business combination. This proposed ASU would be effective
prospectively for business combinations that are consummated on or
after the beginning of the first annual reporting period beginning on
or after December 15, 2010. Early adoption would be permitted. The
adoption of this ASU did not have a material impact to our financial
statements. The new disclosures and clarifications of existing disclosures
are effective now, 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. The the adoption of this ASU hasn't had a material impact
on the Company's financial statements.
In May 2011, the Financial Accounting Standards Board ("FASB")
issued a new accounting standard on fair value measurements that
clarifies the application of existing guidance and disclosure
requirements, changes certain fair value measurement principles and
requires additional disclosures about fair value measurements. The
standard is effective for interim and annual periods beginning after
December 15, 2011. Early adoption is not permitted. The Company does
not expect the adoption of this accounting guidance to have a material
impact on its consolidated financial statements and related disclosures.
NOTE 4 COMMOM STOCK
On July 19, 2010, the Company issued 20,000,000 common shares to its
sole director and officer for $2,000 in cash.
On July 15, 2011, the Company redeemed an aggregate of 19,800,000 of
the 20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,980.
On July 18, 2011, the Company issued 27,692,308 common shares in
aggregated for the swapping of the SGreenTech Holdings Ltd. (Hong
Kong) shares.
F-8
SGreentech Group Limited
(Formerly Alderwood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 5 RELATED PARTY TRANSACTIONS
In June 2011, the Company recorded a related party payable in the
amount of $40,000, which were due for professional services rendered
by Tiber Creek Corporation.
Tiber Creek Corporation held 10,000,000 shares of common stock of the
Company since July 19, 2010, of which 9,900,000 shares were redeemed
by the Company on July 15, 2011.
NOTE 5 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
November 18, 2011, the date the financial statements were available to
be issued:
1. Completion of Acquisition
On October 7, 2011, the Company effected the acquisition of
SGreenTech Holdings Limited (SGreenTech Hong Kong), a Hong Kong
company through the exchange of the single outstanding share,of
SGreenTech Hong Kong for 6,153,846 shares of the Registrant. The
outstanding share of SgreenTech Hong Kong was owned by Charlie In
who served as SgreenTech Hong Kong's sole officer and director and
who is a director, chief executive officer and majority shareholder
of the Company. SGreenTech Hong Kong has become a wholly owned
subsidiary of the Registrant and the Registrant has taken over the
operations and business plan of SGreenTech Hong Kong.
2. Registration statement under The Securities Act of 1933
On October 12, 2011, the Company filed Form S-1, Registration
Statement under The Securities Act of 1933. The Company proposed to
offer and sale of 1,200,000 shares of common stock (the "Shares") of
Company, $0.0001 par value per share, offered by the holders thereof
(the "Selling Shareholder Shares"). The Selling Shareholders will offer
and sell Shares at a price of $3.00 per share, or at prevailing market
or privately negotiated prices, including (without limitation) in one or
more transactions that may take place by ordinary broker's transactions,
privately-negotiated transactions or through sales to one or more dealers
for resale. The maximum number of Shares that can be sold pursuant to
the terms of this offering by the selling shareholders is (in aggregate)
1,200,000. Funds received by the selling shareholders will be
immediately available to such selling shareholders for use by them. The
Company will not receive any proceeds from the sale of the Selling
Shareholder Shares.
The approximate date of commencement of proposed sale to the public
is as soon as practicable after the effective date of the registration
statement.
F-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SGreenTech Group Limited (formerly Alderwood Acquisition Corporation
(the "Company") was incorporated on July 19, 2010 under the laws of the
State of Delaware to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. To date, the Company
has had no revenues nor operations.
On July 13, 2011, the shareholders of the Company and the Board
of Directors unanimously ratified the change of the Company's name to
SGreenTech Group Limited and filed such change with the State of Delaware.
Change in Control
1. On July 15, 2011 the Company redeemed an aggregate of 19,800,000
of the then 20,000,000 shares of outstanding stock at a redemption price
of $.0001 per share for an aggregate redemption price of $1,980.
2. On July 15, 2011, new officers and directors were appointed and
elected and the prior officers and directors resigned.
3. On July 18, 2011 the Company issued 27,692,308 shares of its
common stock pursuant to Section 4(2) of the Securities Act of 1933 for
services provided to the Corporation representing 99.3% of the
total outstanding 27,892,308 shares of common stock.
On July 15, 2011, James M. Cassidy resigned as the Company's
president, secretary and director and James McKillop resigned as its vice
president, and director.
On July 15, 2011, In Nany Sing Charlie was elected to the Board of
Directors of the Company and was appointed its chief executive officer.
Subsequent Event
On October 7, 2011, the Company effected the acquisition of
SGreenTech Holdings Limited (SGreenTech Hong Kong), a Hong Kong
company through the exchange of the single outstanding share of SGreenTech
Hong Kong for 6,153,846 shares of the Registrant. The outstanding
share of SgreenTech Hong Kong was owned by Charlie In who served as
SgreenTech Hong Kong's sole officer and director and who is a director,
chief executive officer and majority shareholder of the Company.
SGreenTech Hong Kong has become a wholly owned subsidiary
of the Company and the Company has taken over the operations and
business plan of SGreenTech Hong Kong.
On October 12, 2011, the Company filed a registration statement
with the Securities and Exchange Commisison on Form S-1 pursuant to
the Securities Act of 1933, as amended, to register for offer and sale
1,200,000 shares of its outstanding common stock for sale by the holders
of such stock.
Operations
The Company has no operating history and has experienced losses
since its inception. The Company's independent auditors have issued a
report questioning the Company's ability to continue as a going concern.
SgreenTech Hong Kong is a marketer and distributor of
entertainment, computing and communications products and has
obtained the right to assemble television sets for distribution and sale.
Such assembly is conducted through contract manufacturers in China.
Currently, the Company plans to market and distribute television sets,
including LCD television sets and monitors, across the world. The
Company also anticipates that it will enter the cellular telephone and
computer markets.
As of September 30, 2011, the Company had not generated revenues
and had no income or cash flows from operations since inception. The
continuation of the Company as a going concern is dependent upon financial
support from its stockholders, its ability to obtain necessary equity
financing to continue operations, and to successfully negotiate the
prospective business combination with SGreenTech Holdings Ltd. (Hong Kong)
or locate another potential target company for a business combination.
Business
The Company initially plans to enter selected target markets,
namely in the personal entertainment, computing and communications
sectors. Specifically, the Company plans to first commence its business
by targeting the marketing and sales of LCD televisions sets and
monitors to second-tier cities in China, Eastern Europe, Russia, Mexico
and the southwestern region of the United States. The Company's
objective is to offer each of these regions an internationally-branded,
high-quality television set or monitor for at a cost-effective rate.
Based on its initial sales and marketing research and plans, the
Company anticipates that its largest customers in the near term will be
located in the following regions: People's Republic of China, Russia,
Saudi Arabia and the United States. Notably, the People's Republic of
China is expected to account for up to 80% of revenues in the near
future, with the regions of Russia, Saudi Arabia and the United States
accounting for approximately 20% of the Company's revenues in the
near term. The Company is the process of negotiating contracts with
prospective strategic partners and customers in each of the initial
regions noted directly above.
Over the longer term, the Company expects that growth in customers
and sales of the Company's products will significantly expand in smaller
cities in the People's Republic of China and in the regions of Africa,
Eastern Europe, the Middle East and the countries comprising the former
Soviet Union.
The Company's initial products will be LCD television sets and
monitors that it will possess a license to market and sell. Over time,
the Company plans to expand into other areas of consumer technology,
including (without limitation) the cellular telephone and personal
computer markets. Currently, the Company is in the process of
negotiating the licensing rights to distribution of certain personal
cellular technologies as well as computer laptop workstations.
The technology distribution sector is characterized by significant
competition and the growing presence of new entrants around the world.
The business requires adept, skilled marketers that understand consumer
preferences while also knowing how to coalesce a world-class
technology marketing, sales, service and support organization.
Products
The Company's initial products will be LCD television sets and
monitors that it will possess a license to market and sell. Over time,
the Company plans to expand into other areas of consumer technology,
including (without limitation) the cellular telephone and personal
computer markets. Currently, the Company is in the process of
negotiating the licensing rights to distribution of certain personal
cellular technologies as well as computer laptop workstations.
For the LCD television sets that will initially be sold, the retail
pricing for each television set will be approximately $325.
Currently, the Company has a relationship with HeYuan QingYa
Electronic Technology Co. Ltd. ("HQET"), a contract manufacturer in
the Guangzhou region of the People's Republic of China. In May 2011,
the Company and HQET executed an agreement whereby HQET would
manufacture and produce television sets for the Company. The
agreement has a term of five years, with a provision for renewal for
an additional five years thereafter.
Revenues
Since its inception, SGreenTech Hong Kong has focused its efforts
on conducting market research and development, and has devoted little
attention or resources to actual sales and marketing or generating
near-term revenues and profits. The Company has no revenues to date
and has not realized any profits .
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly 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 Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting. The
change in control of the Company and the financial reporting
occurred after the period covered by this report.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued the following
shares of common stock pursuant to Section 4(2) of the Securities Act
of 1933.
Name Number of shares
On June 19, 2010:
Tiber Creek Corporation 10,000,000
(Of which 9,900,000 shares were redeemed 7/15/2011
MB Americus LLC 10,000,000
(Of which 9,900,000 shares were redeemed 7/15/2011
On July 18, 2011:
Zhang Li Ying 769,231
Zhou Wei Jian 769,231
In Nany Sing Charlie 26,153,846
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
One October 7, 2011, the security holders approved by
consent action the change in the bylaws of the Company
increasing the number of directors from one to no more than
five to from one to no more than seven.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SGREENTECH GROUP LIMITED
By: /s/ Charlie In
President, Chief Financial Officer
Dated: November 22, 2011