UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

or

o 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 333-130937

CHINA TELETECH HOLDING, INC.

 (Exact name of registrant as specified in its charter)

Florida	59-3565377
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
c/o Corporation Service Company 1201 Hays Street Tallahassee, FL	32301
(Address of principal executive offices)	(Zip Code)

(850) 521-1000

 (Registrant's telephone number, including area code) 

N/A

 (Former name, former address and former fiscal year, if changed since last report)

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 o   No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-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 Exchange Act).  Yes o  No x

As of August 15, 2013, there were 91,813,776 shares of common stock, $0.01 par value outstanding.

CHINA TELETECH HOLDINGS, INC.
TABLE OF CONTENTS
FORM 10-Q REPORT
June 30, 2013 

		Page Number
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	26
Item 4.	Controls and Procedures.	26
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	27
Item 1A.	Risk Factors.	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	27
Item 3.	Defaults Upon Senior Securities.	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information.	27
Item 6.	Exhibits.	27
SIGNATURES		28

China Teletech Holding, Inc.

Unaudited Consolidated Financial Statements

June 30, 2013 and December 31, 2012

(Stated in US Dollars)

China Teletech Holding, Inc.

Contents	Pages
Report of Independent Registered Public Accounting Firm	1
Consolidated Balance Sheets	2 - 3
Consolidated Statements of Income and Comprehensive Income	4
Consolidated Statements of Changes in Stockholders’ Equity	5
Consolidated Statements of Cash Flows	6 - 7
Notes to Consolidated Financial Statements	8 - 22

Board of Directors and Stockholders

China Teletech Holding, Inc.

Report of Independent Registered Public Accounting Firm

We have reviewed the accompanying consolidated balance sheets of China Teletech Holding, Inc as of June 30, 2013 and December 31, 2012, and the related consolidated statements of income, stockholders' equity, and cash flows for the six-month periods ended June 30, 2013 and December 31, 2012. These interim consolidated financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with United States generally accepted accounting principles.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the balance sheets of China Teletech Holding, Inc. as of December 31, 2012, and the related statements of income, comprehensive income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated March 27, 2013, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 2012, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12 to the consolidated financial statements, the Company has incurred substantial losses, and has difficulty to pay the PRC government Value Added Tax and past due Debenture Holders Settlement, all of which raise substantial doubt about its ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

San Mateo, California	WWC, P.C.
August 8, 2013	Certified Public Accountants

1

China Teletech Holding, Inc.

Consolidated Balance Sheets

As of June 30, 2013 and December 31, 2012

(Stated in US Dollars)

ASSETS		6/30/2013		12/31/2012
	Note
Current Assets
Cash and cash equivalents		$	1,180,404	$	1,270,035
Short-term investment			-		395,813
Other receivables	4		374,352		6,122
Due from related parties	5		1,583		216,167
Prepaid expenses			64,946		92,264
Inventories			-		101,363
Total Current Assets			1,621,285		2,081,764
Non-Current Assets
Other non-current assets			79,905		79,873
Total Non-Current Assets			79,905		79,873
TOTAL ASSETS		$	1,701,190	$	2,161,637
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Taxes payable	6	$	177,383	$	248,511
Due to related parties	5		576,185		357,031
Accrued liabilities and other payables			43,259		58,620
Total Current Liabilities			796,827		664,162
Non-Current Liabilities
Convertible debenture –non-current portion	7		1,300,000		1,300,000
Total Non-Current Liabilities			1,300,000		1,300,000
TOTAL LIABILITIES		$	2,096,827	$	1,964,162

See Notes to Consolidated Financial Statements and Accountants’ Report

2

China Teletech Holding, Inc.

Consolidated Balance Sheets

As of June 30, 2013 and December 31, 2012

(Stated in US Dollars)

		6/30/2013			12/31/2012
STOCKHOLDERS' EQUITY
Common stock US$0.01 par value; 1,000,000,000 authorized, 91,813,776 and 62,813,776shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively	8	$	918,138		$	628,138
Additional Paid in capital			5,360,347			4,820,347
Subscription receivable			(800,000	)		-
Accumulated Other Comprehensive Income			(320,900	)		(343,198	)
Accumulated Deficit			(5,553,222	)		(5,046,010	)
Non-controlling Interest			-			138,198
TOTAL STOCKHOLDERS' EQUITY			(395,637	)		197,475
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	1,701,190		$	2,161,637

See Notes to Consolidated Financial Statements and Accountants’ Report

3

China Teletech Holding, Inc.

Consolidated Statements of Income and Comprehensive Income

For the three and six month periods ended June 30, 2013 and 2012

(Stated in US Dollars)

	Three months ended						Six months ended
	6/30/2013			6/30/2012			6/30/2013			6/30/2012
Sales	$	9,971,517		$	8,041,796		$	19,072,469		$	11,078,580
Cost of sales		9,785,508			7,752,868			18,664,594			10,713,546
Gross profit		186,009			288,928			407,875			365,034
Operating expenses
Administrative and general expenses		524,144			641,552			643,619			751,882
Total operating expense		524,144			641,552			643,619			751,882
(Loss) Income from Operations		(338,135	)		(352,624	)		(235,744	)		(386,848	)
Gain on forgiveness of long term debt		-			-			-			1,566,323
Gain/(Loss) on disposal of a subsidiary		(382,217	)		1,371,596			(382,217	)		1,371,596
Other income		-			-			-			119,323
Interest income		7			14			9			20
Other expenses		-			(172	)		-			(616	)
Interest expense		-			(5	)		-			(5	)
Income before taxation		(720,345	)		1,018,809			(617,952	)		2,669,793
Income tax		(5,531	)		(47,139	)		(46,058	)		(63,273	)
Net Income/(Loss)	$	(725,876	)	$	971,670		$	(664,010	)	$	2,606,520
Other Comprehensive Income:
Foreign currency translation gain		13,964			8,425			22,298			4,543
Comprehensive Income/(Loss)	$	(711,912	)	$	980,095		$	(641,712	)	$	2,611,063
Net income/(loss) attributable to:
-Common stockholders	$	(550,918	)	$	958,438		$	(507,212	)	$	2,569,570
-Non-controlling interest		(174,958	)		13,232			(156,798	)		36,950
	$	(725,876	)	$	971,670		$	(664,010	)	$	2,606,520
Earnings Per Share
Basic	$	(0.01	)	$	0.02		$	(0.01	)	$	0.03
Diluted		(0.01	)		0.02			(0.01	)		0.03
Weighted Average Shares Outstanding
-Basic (adjusted for 1 for 10 reverse stock split)		91,813,776			60,993,943			79,235,999			82,465,693
-Diluted (adjusted for 1 for 10 reverse stock split)		91,813,776			60,993,943			79,235,999			82,465,693

See Notes to Consolidated Financial Statements and Accountants’ Report

4

China Teletech Holding, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the six-month periods ended June 30, 2013 and the year ended December 31, 2012

(Stated in US Dollars)

							Additional					Accumulated Other
	Total Number			Common			Paid in		Subscription			Comprehensive			Retained			Non-controlling
	of Shares			Stock			Capital		Receivable			Income			Earnings			Interest			Total
Balance, January 1, 2012		185,283,627		$	1,852,836		$	1,684,019	$	-		$	32,231		$	(6,548,179	)	$	293,691		$	(2,685,402	)
Reserve common stock split – 1 for 10		(166,754,990	)		(1,667,550	)		1,667,550		-			-			-			-			-
Value of stock to acquire China Teletech Limited		40,000,000			400,000			1,014,545		-			-			-			-			1,414,545
Issuance of share based compensation		7,555,577			75,556			454,233		-			-			-			-			529,789
Cancellation of shares issued		(3,270,438	)		(32,704	)		-		-			-			-			-			(32,704	)
Net Income		-			-			-		-			-			1,502,169			-			1,502,169
Dividends paid to Non-controlling Interest		-			-			-		-			-			-			(193,949	)		(193,949	)
Non-controlling Interest		-			-			-		-			-			-			38,456			38,456
Foreign Currency Translation		-			-			-		-			(375,429	)		-			-			(375,429	)
Balance at December 31, 2012		62,813,776		$	628,138		$	4,820,347	$	-		$	(343,198	)	$	(5,046,010	)	$	138,198		$	197,475
Balance, January 1, 2013		62,813,776		$	628,138		$	4,820,347	$	-		$	(343,198	)	$	(5,046,010	)	$	138,198		$	197,475
Issuance of common stock		28,000,000			280,000			520,000		(800,000	)		-			-			-			-
Issuance of share based compensation		1,000,000			10,000			20,000		-			-			-			-			30,000
Net Income		-			-			-		-			-			(507,212	)		-			(507,212	)
Dividends paid to Non-controlling Interest		-			-			-		-			-			-			(150,409	)		(150,409	)
Non-controlling Interest		-			-			-		-			-			-			(156,798	)		(156,798	)
Disposal of subsidiary		-			-			-		-			-			-			169,009			169,009
Foreign Currency Translation		-			-			-		-			22,298			-			-			22,298
Balance at June 30, 2013		91,813,776		$	918,138		$	5,360,347	$	(800,000	)	$	(320,900	)	$	(5,553,222	)	$	-		$	(395,637	)

See Notes to Consolidated Financial Statements and Accountants’ Report

5

China Teletech Holding, Inc.

Consolidated Statements of Cash Flows

For the six months periods ended June 30, 2013 and 2012

(Stated in US Dollars)

	Three months ended						Six months ended
Cash flow from operating activities	6/30/2013			6/30/2012			6/30/2013			6/30/2012
Net (Loss)/income	$	(550,918	)	$	958,438		$	(507,212	)	$	2,569,570
Non-controlling interest		(174,958	)		13,232			(156,798	)		36,950
Depreciation		-			3,040			-			3,040
Ordinary gain on bargain		-			-			-			(119,022	)
Gain/(Loss) on disposal of subsidiary		382,217			(1,371,596	)		382,217			(1,371,596	)
Gain on forgiveness of long term debt		-			-			-			(1,566,323	)
Stock compensation		-			455,133			30,000			455,133
Loss on disposal of property, plant and equipment		-			-			-			-
Decrease/(increase) in other receivables		(11,767	)		(1	)		(5,645	)		204,252
Decrease/(increase) in amount due from related parties		(360,970	)		(73,462	)		(342,452	)		258,599
Decrease/(increase) in prepaid expenses		13,030			(387	)		27,318			(387	)
Decrease/(increase) in purchase deposit		-			79,055			-			158,649
Decrease/(increase) in inventories		99,497			711,971			101,363			559,870
Increase/(decrease) in tax payables		9,689			661			51,538			5,478
Increase/(decrease) in accrued liabilities and other payables		(8,057	)		176,517			(13,853	)		127,263
Increase/(decrease) in amount due to related parties		237,351			-			237,826			-
Increase/(decrease) in VAT payable		-			973			-			8,700
Increase/(decrease) in income tax payable		-			47,480			-			64,050
Net cash provided by/(used in) operating activities		(364,886	)		1,001,054			(195,698	)		1,394,226
Cash flows from investing activities
Net cash inflow from purchase of subsidiary – China Teletech Limited		-			-			-			1,783,812
Disposal of a subsidiary		3,226			569			3,226			569
Purchase for short-term investment		233,158			(312	)		230,984			201,455
Payments for deposits		(25	)		119,645			(33	)		(15,975	)
Net cash provided by/(used in) investing activities	$	236,359		$	119,902		$	234,177		$	1,969,861

See Notes to Consolidated Financial Statements and Accountants’ Report

6

China Teletech Holding, Inc.

Consolidated Statements of Cash Flows

For the six months periods ended June 30, 2013 and 2012

(Stated in US Dollars)

Cash flows from financing activities
Dividend paid to non-controlling shareholders of subsidiary		(150,409	)		-			(150,409	)		-
Net cash provided by financing activities	$	(150,409	)	$	-		$	(150,409	)	$	-
Net Increase/(Decrease) in Cash & Cash Equivalents		(278,936	)		1,120,956			(111,930	)		3,364,087
Effect of Currency Translation		13,964			(1,283	)		22,298			(5,166	)
Cash & Cash Equivalents at Beginning of Period		1,445,375			2,308,518			1,270,035			69,270
Cash & Cash Equivalents at End of Year	$	1,180,403		$	3,428,191		$	1,180,403		$	3,428,191

See Notes to Consolidated Financial Statements and Accountants’ Report

7

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

China Teletech Holding, Inc (the “Company”) formerly known as Avalon Development Enterprise, Inc. was incorporated in the State of Florida, United States (an OTCBB Company) on March 29, 1999.

On March 27, 2007, the Company underwent a reverse-merger with Global Telecom Holdings Limited (GTHL, a British Virgin Islands (BVI) Company incorporated on April 1, 2004 under the British Virgin Islands International Business Companies Act (CAP. 291)) and its wholly-owned subsidiary Guangzhou Global Telecommunication Company Limited (GGT, established on December 4, 2004 in PRC with a registered and paid-up capital of RMB 3,030,000 (approximate $375,307)) involving an exchange of shares whereby the Company issued an aggregate of 39,817,500 shares of common stock in exchange for all of the issued and outstanding shares of GTHL. In connection with the reverse merger, the Company issued 200,000 shares of common stock to Zenith Capital Management LLC in April 2007 at a price of $2.50 per share.

Pursuant to a Stock Purchase Agreement dated July 29, 2008, the Company acquired 51% of the issued and outstanding shares in Guangzhou Renwoxing Telecom (“GRT”), a limited liability company incorporated in China. Pursuant to the terms of the Stock Purchase Agreements, the Shareholders agreed to sell and transfer the proportion of the shares to the Company for a purchase consideration of US$291,833.

On March 2, 2012, pursuant to a board of resolution passed during the special meeting of the Company, the name of the Company was changed from Guangzhou Global Telecom, Inc. to China Teletech Holding, Inc. On March 20, 2012, the name change was effective and approved by FINRA.

On March 30, 2012, the Company completed a share exchange transaction with China Teletech Limited, a British Virgin Islands corporation (“CTL”), by entering into a share exchange agreement (the “Agreement”) with CTL and the former shareholders of CTL. Pursuant to the Agreement, the Company acquired all the outstanding capital stock of CTL from the former shareholders of CTL in exchange for the issuance of 40,000,000 shares of our common stock (the “Share Exchange”). The shares issued to the former shareholders of CTL constituted approximately 68.34% of the Company’s issued and outstanding shares of common stock as of an immediately after the commutation of the Share Exchange. As a result of the Share Exchange, CTL became the Company’s wholly owned subsidiary and Dong Liu and Yuan Zhao, the former shareholders of CTL, became our principal shareholders. 

In connection with the share exchange agreement, Miss. Yankuan Li resigned as the Company’s Chairman, but remained as a member of the Board of Directors of the Company.  Mr. Dong Liu was appointed as the Company’s Chairman. Mr. Yuan Zhao, Mr. Yau Kwong Lee and Mr. Kwok Ming Wai Andrew were appointed as the Company’s members of the Board of Directors.

8

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

CTL was formed for the purpose of providing a group structure to enhance the viable capacity as discussed below of its two variable interest entities located in the People’s Republic of China (“PRC”); namely, (a) Shenzhen Rongxin Investment Co., Ltd. (“Shenzhen Rongxin”) and (b) Guangzhou Rongxin Science and Technology Limited (“Guangzhou Rongxin”).

On June 30, 2012, the Company’s subsidiary, Global Telecom Holdings Limited, entered into an agreement with an independent third party to dispose of its wholly-owned subsidiary Guangzhou Global Telecommunication Company Limited for a cash consideration of US$644.

On September 30, 2012, the Company’s subsidiary, China Teletech Limited, entered into an agreement with a related party – Liu Yong, brother of Mr. Liu Dong, to dispose of the variable interest entity Shenzhen Rongxin Investment Co., Ltd. for a cash consideration of US$1,579.

The Company, through its subsidiaries, is principally engaged in the distribution and trading of rechargeable phone cards, cellular phones and accessories within cities in PRC. Customers of the Company embrace wholesalers, retailers, and final users.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Method of Accounting

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements.

(b) Consolidation

The consolidated financial statements include the accounts of China Teletech Holdings, Inc. and five wholly and partially owned subsidiaries. The consolidated financial statements were compiled in accordance with generally accepted accounting principles of the United States of America. All significant inter-company accounts and transactions have been eliminated in consolidation.

The company owned the following subsidiaries since the reserve-merger and soon thereafter. As of June 30, 2013, detailed identities of the consolidating subsidiaries are as follows:-

9

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

Name of Company	Place of Incorporation	Attributable Equity Interest %	Registered Capital
Global Telecom Holdings, Ltd.	BVI	100%	HKD 7,800
China Teletech Limited	BVI	100%	USD 10
Guangzhou Renwoxing Telecom Co., Ltd.	PRC	51%	RMB 3,010,000
Guangzhou Rongxin Science and Technology Limited	PRC	100%	HK 1,200,000

(c) Economic and Political Risks

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, restriction on international remittances, and rates and methods of taxation, among other things.

(d) Use of Estimates

Our discussion and analysis is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting years. These accounts and estimates include, but are not limited to, the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.

(e) Cash and Cash Equivalents

The Company considers all cash and other highly liquid investments with initial maturities of three months or less to be cash equivalents.

(f) Accounts Receivable

Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is made when recovery of the full amount is doubtful.

(g) Inventories

Inventories are stated at the lower of cost or market value. Cost is computed using the first-in, first-out method and includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. Market value is determined by reference to the sales proceeds of items sold in the ordinary course of business or estimates based on prevailing market conditions. The inventories are telecommunication products such as mobile phone, rechargeable phone cards, smart chips, and interactive voice response cards.

10

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

(h) Accounting for Impairment of Long-Lived Assets

The long-lived assets held by the Company are reviewed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 360-10-35, “Accounting for the Impairment or Disposal of Long-Lived Assets,” for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Impairment is present if carrying amount of an asset is less than its undiscounted cash flows to be generated.

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company believes no impairment has occurred to its assets during 2013 and 2012.

(i) Revenue Recognition

Revenue from the sale of the products is recognized on the transfer of risks and rewards of ownership, which generally coincides with the time when the goods are delivered to customers and the title has passed.

(j) Cost of Sales

The Company’s cost of sales is comprised mainly of cost of goods sold.

(k) Selling Expenses

Selling expenses are comprised of salaries for the sales force, client entertainment, commissions, advertising, and travel and lodging expenses.

(l) General& Administrative Expenses

General and administrative expenses include executive compensation, general overhead such as the finance department and administrative staff, depreciation, office rental and utilities.

(m) Advertising

The Company expensed all advertising costs as incurred.

11

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

(n) Foreign Currency Translation

The Company maintains its financial statements in the functional currency, which is the Renminbi (RMB). Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

For financial reporting purposes, the financial statements of the Company, which are prepared using the functional currency, have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Translation adjustments are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

Exchange Rates	6/30/2013	12/31/2012	6/30/2012
Period end RMB : US$ exchange rate	6.1882	6.3161	6.3197
Average period RMB : US$ exchange rate	6.2479	6.3198	6.3255
Period end HKD : US$ exchange rate	7.7572	7.7519	7.7575
Average Period HKD : US$ exchange rate	7.7591	7.7575	7.7616

RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

(o) Income Taxes

The Company uses the accrual method of accounting to determine and report its taxable reduction of income taxes for the year in which they are available. The Company has implemented Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. Income tax liabilities computed according to the United States, People’s Republic of China (PRC), and British Virgin Islands (BVI) tax laws are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due plus deferred taxes related primarily to differences between the basis of fixed assets and intangible assets for financial and tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will be either taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes. A valuation allowance is created to evaluate deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize that tax benefit, or that future realization is uncertain.

12

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

In respect of the Company’s subsidiaries domiciled and operated in China, the taxation of these entities are summarized below:

· GRT and Guangzhou Rongxin are located in the PRC and GTHL and CTL are located in the British Virgin Islands; all of these entities are subject to the relevant tax laws and regulations of the PRC and British Virgin Islands in which the related entity domiciled. The maximum tax rates of the subsidiaries pursuant to the countries in which they domicile are: -

Subsidiary	Country of Domicile	Income Tax Rate
GRT, and Guangzhou Rongxin	PRC	25.0%
GTHL and CTL	British Virgin Islands	0.00%

· Effective January 1, 2008, PRC government implements a new 25% tax rate across the board for all enterprises regardless of whether domestic or foreign enterprise without any tax holiday which is defined as "two-year exemption followed by three-year half exemption" hitherto enjoyed by tax payers. As a result of the new tax law of a standard 25% tax rate, tax holidays terminated as of December 31, 2007. However, PRC government has established a set of transition rules to allow enterprises already started tax holidays before January 1, 2008, to continue enjoying the tax holidays until being fully utilized.

· Since China Teletech Holding, Inc. is primarily a holding company without any business activities in the United States. The Company shall not be subject to United States income tax for the six month periods ended June 30, 2013 and 2012.

(p) Statutory Reserve

Statutory reserve refers to the amount appropriated from the net income in accordance with PRC laws or regulations, which can be used to recover losses and increase capital, as approved, and, are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit, must appropriate, on an annual basis, from its earnings, an amount to the statutory reserve to be used for future company development. Such an appropriation is made until the reserve reaches a maximum equalling 50% of the enterprise’s registered capital.

(r) Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

13

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

· Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

As of June 30, 2013 and December 31, 2012, the Company did not identify any assets and liabilities that were required to be presented on the balance sheet at fair value.

(s) Other Comprehensive Income

The Company’s functional currency is the Renminbi (“RMB”). For financial reporting purposes, RMB were translated into United States Dollars ("USD" or “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated other comprehensive income".

Gains and losses resulting from foreign currency transactions are included in income. There has been no significant fluctuation in exchange rate for the conversion of RMB to USD after the balance sheet date.

The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders. Comprehensive income for the three-month periods ended June 30, 2013 and 2012 included net income and foreign currency translation adjustments.

14

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

(t) Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired in a business combination. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets", goodwill is no longer subject to amortization. Rather, goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis.

(u) Segment Reporting

FASB ASC Topic 280, "Disclosures about Segments of an Enterprise and Related Information" requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manners in which management disaggregates a company.

(v) Recent Accounting Pronouncements

In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” (“ASU 2013-01”).The Update clarifies that ordinary trade receivables and receivables are not in the scope of Accounting Standards Update No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, Update 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in FASB Accounting Standards Codification® or subject to a master netting arrangement or similar agreement. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. Management does not expect the adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”).The amendments require an organization to:

a) Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income–but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.

15

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

b) Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Management does not expect the adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.

In February 2013, the FASB issued ASU No. 2013-03, “Clarifying the Scope and Applicability of a Particular Disclosure to Nonpublic Entities” (“ASU 2013-03”). The amendment clarifies that the requirement to disclose the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety (as Level 1, Level 2, or Level 3) does not apply to private companies and nonpublic not-for-profits for items that are not measured at fair value in the statement of financial position, but for which fair value is disclosed. The amendments are effective upon issuance. Management does not expect the adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.

In March 2013, the FASB issued ASU No. 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date” (“ASU 2013-04”). The update provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date, except for obligations addressed within existing guidance in US GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this ASU also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or results of operations.

In March 2013, the FASB issued ASU No. 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU 2013-05”). The ASU clarifies that when a parent entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Accounting Standards Codification 830-30 to release any related cumulative translation adjustment into net income. The ASU provides that the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The amendments take effect prospectively for public companies for fiscal years beginning after December 15, 2013, and interim reporting periods within those years. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or results of operations.

16

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

3. CONCENTRATION

A substantial portion of the Company and the Company’s subsidiaries’ business operations depend on mobile telecommunications in PRC; any loss or deterioration of such relationship may result in severe disruption to the business operations impacting the Company's revenue. The Company and the Company’s subsidiaries rely entirely on the networks and gateways of these phone operators to provide its services. The Company and the Company’s subsidiaries’ agreements with these operators are generally for a short period of one year and generally do not have automatic renewal provision. If these providers are unwilling to continue business with the Company and the Company’s subsidiaries, the Company and the Company’s subsidiaries' ability to conduct its existing business would be adversely affected.

4. OTHER RECEIVABLES

	6/30/2013		12/31/2012
Type of Account
Trade financing to business associates	$	374,352	$	6,122
Allowance for bad debt		-		-
Other receivable, net		374,352		6,122

Other receivables as of December 31, 2012 pertained to the Company voluntarily extending financing to business associates for purchase of merchandise in return for 60% of gross profit in those transactions, in lieu of interest, as well as loans to third parties with no interest, security and specific terms of repayment.

5. DUE FROM/TO RELATED PARTIES

The following table presents the balances the Company due to and from related parties.

	6/30/2013			12/31/2012
Due from related parties	$	1,583		$	216,167
Due to related parties		(576,185	)		(357,031	)
Net due from (due to)		(574,602	)		(140,864	)

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China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

Amounts owing to the Company’s related parties are non-interest-bearing and payable on demand.

6. TAXES Payable

Taxes payable consisted of the following as of June 30, 2013 and December 31, 2012:

	6/30/2013		12/31/2012
Value added tax payable	$	169	$	86
Corporate income tax payable		177,202		214,948
Business tax payable		-		33,475
Others		12		2
	$	177,383	$	248,511

The Company has been collecting from its customers Value Added Tax (VAT), on behalf of the government. The Company was granted by the government to pay the balance dues under installments up to the end of 2008. The reason of this special arrangement is that the government may waive past due VAT after decision has been made in accordance with regulations for technology zone on tax-exemption matter. However, the Company has not received the approval notice from the government at June 30, 2013.

7. CONVERTIBLE BONDS AND BOND WARRANTS

On July 31, 2007 and January 1, 2008, the Company completed two financing transactions with several investors (the “Subscriber”) issuing $2,000,000and $1,000,000, respectively, Fixed Rate Convertible Debenture due in 2009 and a stock purchase warrant to purchase an aggregate of 2,090,592 shares of the Company common stock, subject to adjustments for stock splits or reorganizations as set forth in the warrant, that will expire in 2012 (the “Warrants”).

The Debentures were subscribed at a price equal to 87.5% of their principal amount, which is the issue price of $3,428,571 less a 12.5% discount. The Debentures were issued pursuant to, and are subject to the terms and conditions of, a trust deed dated July 31, 2007 (the “Trust Deed”).

· Interest Rate. The Debenture bears interest at the rate of 8% per annum of the principal amount of the Debentures.

· Conversion. Each Debenture is convertible at the option of the holder at any time after July31, 2007 up to July31, 2009, into shares of our common stock at a fixed conversion price of $0.82 per share.

18

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

On July 31, 2007, the Company also entered into a registration rights agreement with the Subscriber pursuant to which the Company agreed to include the Debenture, the Warrants, and the shares of common stock underlying the Debenture and Warrants in a pre-effective amendment to a registration statement that the Company have on file with the SEC. The Company intends to have the registration statement cover the resale of the Debenture, the Warrants, and the shares of common stock underlying the Debenture and Warrants.

At July 31, 2007 and January 1, 2008, the dates of issuance, the Company determined the fair value of the Debenture to be $2,000,000 and $1,000,000, respectively. The values of the warrants and the beneficial conversion feature as at December 31, 2007 and 2008 determined under the Black-Scholes valuation method were immaterial. Accordingly, the interest discount on the warrants and beneficial conversion feature were recorded, and are being amortized by the straight-line method over 5 years and 2 years respectively.

On November 3, 2008, due to market conditions, the Company re-negotiated the terms of the Debentures and Warrants, and entered into a modification agreement (the “Amendment Agreement”) with the Holders. Pursuant to the Amendment Agreement, the Company agreed to completely remove the monthly interest payment of the Debentures and Increase the annual interest rate to 18%. Therefore, as described in the Schedule A of the Amendment Agreement, the Company will pay an aggregate of $2,151,110.85 and $1,485,714.10 to the Holders that are due on July 31, 2009 and February 21, 2010, respectively.  The Company acknowledged that the conversion price of the Debentures on the conversion date shall be equal to the lesser of (a) $0.015 (subject to adjustment), and (b) 80% of the lowest closing bid price during the 20 Trading Days immediately prior to the applicable conversion date (subject to adjustment).

The Amendment Agreement further modified the terms of the transaction by reducing the exercise price of the Warrants to $0.015 (subject to further adjustment), and therefore the number of shares underlying Warrants issued to the Holders will be increased to an aggregate of 156,097,534 shares as described in Schedule B of the Amendment Agreement.

The Company further amended the Articles of Incorporation to increase the number of authorized shares of common stock to 1,000,000,000.

On December 29, 2009, the Company entered into a Settlement Agreement with the Holders. Pursuant to the Settlement Agreement, the Company would make a total payment of $1,300,000 to the Holders no later than January 21, 2010. The Convertible Debentures would be deemed satisfied and all outstanding Warrants held by the Holders would be cancelled. In addition, the Holders agreed to cancel all of the Company shares held by them at such time as the payment has been made.

In May 2010, the Holders commenced an action against the Company in the Supreme Court of the State of New York in order to recover the outstanding amount of $1,300,000 under the Settlement Agreement. The outcome and estimated loss from this lawsuit cannot be determined at this time.

19

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

On November 28, 2011, the Company entered into a Settlement and Amendment Agreement with holders of its convertible debentures, warrants and restricted shares (the “Holders”). The parties in this Settlement and Amendment Agreement agreed: i) principal amount of the debentures will be reduced from $3 million to $1.3 million; ii) the Holders will surrender common stock purchase warrants to purchase a total of 156,097,534 shares of the Company’s common stock, and surrender 32,704,376 restricted shares of the Company, in exchange for settlement payments in the sum of $155,000. The Company has paid a total of $155,000 in settlement payments to the Holders. Therefore, the Company will pay on aggregate of $1.3 million to the Holders that are due on November 28, 2014. The Company acknowledged that the conversion price of $1.3 million Fixed Rate Convertible Debenture on the conversion date shall be equal to the lesser of (a) $0.10 (the Set Price) and (b) 90% of the average of the VWAPs for the five trading days immediately prior to the applicable conversion date (such lower price, as subject to adjustment herein, the Conversion Price). The values of the beneficial conversion feature under the Black-Scholes valuation method were immaterial.

Because of the fact that the $1.3 million Fixed Rate Convertible Debenture due in contain one separate securities and yet merged into one package, the Debenture security must identify its constituents and establish the individual value as determined by the Issuer as follows: -

(1)	Convertible Debenture (after two rounds)	$	1,300,000
(2)	Discount		-
(3)	Warrant		-
(4)	Beneficial Conversion Feature		-

The Convertible Debentures Payable, net consisted of the following: -

	6/30/2013		12/31/2012
Convertible Debenture - Principal and interest
Balance as at beginning of period	$	1,300,000	$	2,866,323
Addition		-		-
Redemption		-		-
Interest charged for the current year		-		-
Repayment of interest in current year		-		-
Forgiveness of debt				(1,566,323	)
Balance as at end of year		1,300,000	$	1,300,000
Less: Interest discount – Beneficial conversion feature
Balance as at beginning of year	$	-	$	-
Addition		-		-
Amortization		-		-
Balance as at end of year		-		-
Less: Interest Discount – Warrant
Balance as at beginning of year		-		-
Addition		-		-
Amortization		-		-
Balance as at end of year		-		-
Convertible Debenture, net		1,300,000	$	1,300,000

20

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

The Convertible Debenture was classified as current and non-current as follows:

	6/30/2013		12/31/2012
Current portion	$	-	$	-
Non - current portion		1,300,000		1,300,000
	$	1,300,000	$	1,300,000

8. SHAREHOLDERS’ EQUITY

Common stock

The Company is authorized by its Memorandum of Association (i.e. equivalent to Articles of Incorporation) to issue a total of 1,000,000,000 shares at a par value of US$0.01 of which 91,813,776 and 62,813,776 shares have been issued and outstanding as of June 30, 2013 and December 31, 2012, respectively.

During the six-month period ended June 30, 2013, the Company issued approximately 1,000,000 and 28,000,000 shares of common stock for stock compensation and for receivable in cash to provide additional working capital to the Company respectively.

Common stock reserves split

On December 9, 2011, the Company’s shareholders jointly agreed to a 10 to 1 reverse stock split (the “Reverse Split”) on its issued and outstanding common stock, having a par value of $0.01 per share. On February 16, 2012, the Reverse Split was effective and approved by the Financial Industry Regulatory Authority (FINRA).

Cancellation of shares issued

On September 4, 2012, holders of its convertible debentures, warrants and restricted shares surrendered 3,270,438 restricted shares of the Company.

21

China Teletech Holding, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2013 and December 31, 2012

9. LEASE COMMITMENTS

Guangzhou Rongxin has operating leases for their premises expiring on July 19, 2013.

The minimum lease payments for the next four years are as follows:

2013		824
Total	$	824

10. RELATED PARTY TRANSACTION

In addition to the transactions and balances disclosed elsewhere in these financial statements, the Company entered into the following material related party transactions.

The salary paid or payable to Ms. Li Yankuan, members of board of directors, for employee services is $63,525 for the six-month period ended June 30, 2013.

The salary paid or payable to Mr. Zhao Yuan, members of board of directors, for employee services is $26,638 for the six-month period ended June 30, 2013.

The salary paid or payable to Ms. Li Jiewen, daughter of Ms. Li Yankuan, for employee services is $16,617 for the six-month period ended June 30, 2013.

11. DISPOSAL OF A SUBSIDIARY

On June 30, 2013, the Company’s subsidiary, Global Telecom Holdings Limited, entered into an agreement with an independent third party to dispose of its 51% owned subsidiary Guangzhou Renwoxing Telecom Co., Limited for a cash consideration of US$3,232.

12. GOING CONCERN UNCERTAINTIES

These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

As of June 30, 2013, the Company has an accumulated deficit of $5,553,222 due to the fact that the Company continued to incur losses over the past several years.

As a result, these consolidation financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.

22

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

This filing contains a number of forward-looking statements which reflect management's current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Company Overview

We are a distributor of pre-paid calling card and integrated mobile phone handsets and a provider of mobile handset value-added services.  We are an independent qualified corporation that serves as one of principal distributors of China Telecom, China Unicom, and China Mobile products in Guangzhou City.  We maintain and operate the largest prepaid mobile phone card sales and distribution center in Guangzhou City.  We have cooperative distribution relationships with Panasonic, Motorola, LG, GE, Bird, Samsung corporations for their mobile handsets.  We are also developing an on-line refill platform with China Mobile to develop our on-line business in the Guangdong Province.

Going Concern

The quarterly (unaudited) consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

23

As of June 30, 2013, the Company has an accumulated deficit of $5,553,222 due to the fact that the Company incurred losses over the past several years, and has difficulty to pay the PRC government Value Added Tax and past due Debenture Holders Settlement.

However, as the Company fulfilled the required obligations of a settlement agreement dated November 28, 2011 with holders of the Convertible Debenture, the principle amount was reduced from $2,866,323 to $1,300,000 and it became a non-current liability. In addition, the Company disposed of subsidiaries, GGT, Shenzhen Rongxin and Guangzhou Renwoxing on June 30 and September 30, 2012 and June 30, 2013 respectively.

Results of Operations

Results of Operation for the three months ended June 30, 2013 compared with three months ended June 30, 2012

Total Revenue

During the three months ended June 30, 2013, we generated $9,971,517 in revenue as compared to $8,041,796 during the same period in 2012, representing an increase of $1,929,721 or approximately 24.00%. The increase of revenue during the three months ended June 30, 2013, was mainly a major supplier of store-value cards temporarily ceased its business with us in the first quarter of 2012 for its internal system upgrade in order to serve a greater customer base from the Guangzhou City extended to the Guangdong Province.   The supplier re-started its business with us and our sales increase during the three months ended June 30, 2013.

Gross Profit

The gross profit was $186,009 for the three months ended June 30, 2013 as compared to $288,927 during the same period of 2012, representing $102,918 or 35.6% decrease. The gross profit margin decreased from 3.59% to 1.87%.  The decrease in gross profit was mainly due to the increase in cost of sales. The decrease in gross profits margin was mainly due to the higher increase of cost of sales than increase of revenue.

Expenses

Our general and administrative expenses (“G&A expenses”) were $524,144 during the three months ended June 30, 2013 as compared to $641,552 during the three months ended June 30, 2012, representing a decrease of $117,408 or 18%.  The decrease in G&A expenses was mainly due to the decrease of stock compensation.

Net Income

Net loss of $725,876 was recorded during the three months ended June 30, 2013 as compared to a net income of $971,672 during the three months ended June 30, 2012.  The decrease was mainly due to the gain on disposal of subsidiaries in the three months ended June 30, 2012.

Results of operation for the six months ended June 30, 2013 as compared to the six months ended June 30, 2012

Total Revenue

During the six months ended June 30, 2013, we generated $19,072,469 in revenue as compared to $11,078,580 during the same period in 2012, representing an increase of $7,93,889 or approximately 72%. The higher sales amount during the six months ended June 30, 2013 was mainly a major supplier of store-value cards temporarily ceased its business with us in the first quarter of 2012 for its internal system upgrade in order to serve a greater customer base from the Guangzhou City extended to the Guangdong Province.   The supplier re-started its business with us and our sales increase during the six months ended June 30, 2013.

24

Gross Profit

The gross profit was $407,875 for the six months ended June 30, 2013 as compared to $365,034 during the same period of 2012, representing $42,841 or 11.74% increase. The gross profit margin decreased from 3.29% to 2.14%. The decrease in gross profits margin was mainly due to the higher increase of cost of sales than increase of revenue.

Expenses

Our general and administrative expenses ("G&A expenses") were $643,619 during the six months ended June 30, 2013 as compared to $751,882 during the six months ended June 30, 2012, representing an decrease of $108,263 or 14.4%. The decrease in G&A expenses was mainly due to the decrease of stock compensation from $455,133 to $30,000.

In the six months of 2012, there were a gain from the disposal of a subsidiary - GGT of amount $1,371,596, and a gain on forgiveness of long term debt $1,566,323.

Net Income

Net loss of $664,010 was recorded during the six months ended June 30, 2013 as compared to a net income of $2,606,520 during the six months ended June 30, 2012. The decrease was mainly due to the gain from disposal of a subsidiary and the gain on forgiveness of long term debt in six months ended June 30, 2012.

Liquidity and Capital Resources

Cash used in operating activities was $195,698 during the six months ended June 30, 2013 as compared to cash provided by operating activities was 1,394,226 during the same period of 2012. Cash provided by operating activities during the first six months of 2013 was mainly resulted from net loss of $507,212, added adjustments of non-cash expense item stock compensation $30,000, net increase in current liabilities (accrued liabilities and other payables) $275,511, netting off by net increase in current assets (other receivables, amounts due from a related party, purchase deposit and inventories) $219,416 and plus adjustments of loss on disposal of a subsidiary $382,217. Cash provided by operating activities during the same period of 2012 was mainly resulted from net profit of $2,569,570, added adjustments of non-cash expense item stock compensation $455,133, net decrease in current assets (other receivables, amounts due from a related party, purchase deposit and inventories) $1,181,370, netting off by net decrease in current liabilities (accrued liabilities and other payables) $127,263 and minus adjustments of gain on disposal of a subsidiary $1,371,596 and gain on forgiveness of long term debt $1,566,323. 

Cash flows provided by investing activities were $234,177 for the first six months of 2013 as compared to $1,969,861 provided by the same period of 2012. Cash provided by investing activities during the six months period of 2013 was resulted from net cash inflow from disposal of a subsidiary $3,226 and disposal for short-term investment $230,984, netting off by payments for deposits $33. Cash used in investing activities during the same period of 2012 was $1,969,861 and they were resulted from net cash inflow from purchase of a subsidiary in the merger $1,783,812 and disposal for short-term investment $201,455, netting off by payments for deposits $15,975..

There was no cash flow provided by or used in financing activities in the first six months of 2013 and the same period of 2012

Critical Accounting Policies

Our significant accounting policies are summarized in Notes 2 of our financial statements included in this quarter report on Form 10-Q for the period ended June 30, 2013.  Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”).  GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported.  These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition.  We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.  Actual results may differ materially from these estimates under different assumptions or conditions.  We continue to monitor significant estimates made during the preparation of our financial statements.

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Recent Accounting Pronouncements

Please refer to Note (v) to Consolidated Financial Statements for the periods ended June 30, 2013 and 2012. 

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" (SPEs).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures

Disclosure of Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation as of June 30, 2013, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. 

Changes in Internal Controls Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

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PART II - OTHER INFORMATION

Item 1.      Legal Proceedings.

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. 

Item 1A.   Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.

During the six-month period ended June 30, 2013, the Company issued approximately 1,000,000 shares of its common stock as compensation.  

During the six-month period ended June 30, 2013, the Company issued approximately 28,000,000 shares of its common stock for cancellation of debts.

Item 3.      Defaults Upon Senior Securities.

None. 

Item 4.      Mine Safety Disclosures.

Not applicable.

Item 5.      Other Information

None.

Item 6. Exhibits

Exhibit No.	Description
31.1	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101.INS (1)	XBRL Instance Document
101.SCH (1)	XBRL Taxonomy Schema

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101.CAL (1)	XBRL Taxonomy Calculation Linkbase
101.DEF (1)	XBRL Taxonomy Definition Linkbase
101.LAB (1)	XBRL Taxonomy Label Linkbase
101.PRE (1)	XBRL Taxonomy Presentation Linkbase

*	Filed herewith.
**	In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.
(1)	Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

	CHINA TELETECH HOLDING, INC.
Date: August 23, 2013	By:	/s/ Yankuan Li
		Yankuan Li
		President and Chief Executive Officer   (Principal Executive Officer)

Date: August 23, 2013	By:	/s/ Jane Yu
		Jane Yu
		Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

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