0001021432-11-000121.txt : 20111114 0001021432-11-000121.hdr.sgml : 20111111 20111114141128 ACCESSION NUMBER: 0001021432-11-000121 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20110930 FILED AS OF DATE: 20111114 DATE AS OF CHANGE: 20111114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Greenpower International Group Ltd CENTRAL INDEX KEY: 0001522211 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 451877342 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-54424 FILM NUMBER: 111200868 BUSINESS ADDRESS: STREET 1: 8728 VALLEY BOULEVARD STREET 2: SUITE 209 CITY: ROSEMEAD STATE: CA ZIP: 91770 BUSINESS PHONE: (626)280-8787 MAIL ADDRESS: STREET 1: 8728 VALLEY BOULEVARD STREET 2: SUITE 209 CITY: ROSEMEAD STATE: CA ZIP: 91770 FORMER COMPANY: FORMER CONFORMED NAME: Boxwood Acquisition Corp DATE OF NAME CHANGE: 20110601 10-Q 1 greenpower091110q.txt 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 000-54424 GREENPOWER INTERNATIONAL GROUP LIMITED (Exact Name of Registrant as Specified in its Charter) BOXWOOD ACQUISITION CORPORATION (Former Name of Registrant) Delaware 45-1877342 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8728 Valley Boulevard, Suite 209 Rosemead, California 91770 (Address of Principal Executive Offices)(Zip code) 626 - 280-8787 (Registrant's telephone number, including area code) 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 November 1, 2011 Common Stock, par value $0.0001 11,000,000 Documents incorporated by reference: None FINANCIAL STATEMENTS Balance Sheet as of September 30, 2011 F-1 Statements of Operations for the Period from April 20, 2011 (Inception) to September 30, 2011 F-2 Statements of Cash Flows for the Period from April 20, 2011 (Inception) to September 30, 2011 F-3 Notes to Financial Statements F4-F7 BOXWOOD ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET ASSETS
September 30, 2011 ---------- (Unaudited) Current Assets Cash $ 2,000 -------- Total Assets $ 2,000 ======== STOCKHOLDERS' EQUITY Stockholders' Equity Preferred stock, $0.0001 par value, 20,000,000 shares authorized; None outstanding $ - Common Stock, $0.0001 Par Value, 100,000,000 Shares Authorized; 20,000,000 Shares Issued and Outstanding 2,000 Additional Paid-in Capital 750 Deficit accumulated during the development stage (750) --------- Total Stockholders' Equity $ 2,000 =========
See accompanying notes to financial statements F-1
BOXWOOD ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS Three months For the period from ended April 20, 2011 September 30, (inception) to 2011 September 30, 2011 (Unaudited) (Unaudited) ------------- ----------------- Operating expenses $ - $ 750 ------------ ------------ Net loss $ - $ (750) ============ ============ Loss per share - basic and diluted $ - $ (0.00) ------------ ------------ Weighted average shares - 20,000,000 20,000,000 basic and diluted ============== ============= See accompanying notes to financial statements F-2
BOXWOOD ACQUISITION CORPORATION (A Development Stage Company) STATEMENT OF CASH FLOWS ------------------------ For the Period from April 20, 2011 (inception) to September 30, 2011 (Unaudited) ------------------ OPERATING ACTIVITIES Net loss $ (750) -------------- Net cash used in operating activities (750) -------------- FINANCING ACTIVITIES Proceeds from the issuance of common stock 2,000 Proceeds from stockholders' additional paid-in capital 750 -------------- Net Cash provided by financing activities 2,750 -------------- Net increase in cash 2,000 Cash,beginning of period - ------------- Cash, end of period $ 2,000 =============
See accompanying notes to financial statements F-3 Boxwood Acquisition Corporation (A Development Stage Company) Notes to Financial Statements NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES NATURE OF OPERATIONS Boxwood Acquisition Corporation ("Boxwood" or "the Company") was incorporated on April 20, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Boxwood 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 a registration statement. Boxwood will attempt to locate and negotiate with a business entity for the combination of that target company with Boxwood. 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 Boxwood will be successful in locating or negotiating with any target company. Boxwood 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. 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. 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 10 filed on June 2, 2011 with the SEC. In preparing these condensed financial statements, management is required to make estimates and assumptions that affect the reported amount of asset 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. F-4 Boxwood Acquisition Corporation (A Development Stage Company) Notes to Financial Statements NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED) LOSS PER COMMON SHARE Basic loss per common share 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 were no outstanding dilutive securities. 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 NOTE 2 - GOING CONCERN The Company has a sustained net loss of $750 since inception of the Company on April 20, 2011. Additionally, the Company has an accumulated deficit of $750 on 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. F-5 Boxwood Acquisition Corporation (A Development Stage Company) Notes to Financial Statements NOTE 2 - GOING CONCERN (CONTINUED) 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 operations, successfully locating and negotiating with a business entity for the combination of that target company with the Company. Tiber Creek Corporation, a company affiliated with management, will pay all expenses incurred by the Company until a business combination is effected, without repayment. 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. 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 adoption of this guidance did not have a material impact on the Company's financial statements and related disclosures. F-6 Boxwood Acquisition Corporation (A Development Stage Company) Notes to Financial Statements NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED) 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 financial statements and related disclosures. NOTE 4 - RELATED PARTY TRANSACTIONS On April 20, 2011, the Company issued 20,000,000 common shares to two directors and officers for $2,000 in cash. The Company has not issued any additional common shares as of September 30, 2011. NOTE 5 SUBSEQUENT EVENTS On October 28, 2011, the shareholders of the Company and the Board of Directors unanimously approved the change of the Company's name to Greenpower International Group Limited, increased the authorized number of shares of common stock to 500,000,000, and filed such changes with the State of Delaware. On October 28, 2011, the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950. On October 28, 2011, new officers and directors were appointed and elected and the prior officers and directors resigned. On October 31, 2011, the Company issued 10,500,000 shares of its common stock at a par value $0.0001 for an aggregate of $1,050 to new unrelated third party investors resulting in a change in ownership. F-7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Greenpower International Group Limited ("Greenpower" or the "Company") formerly Boxwood Acquisition Corporation was incorporated on April 20, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company 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 a registration statement. The Company was 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. For the period covered by this report, the president of the Company was the president, director and shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists companies in becoming public reporting companies and with introductions to the financial community. To become a public company, Tiber Creek Corporation may recommend that a company file a registration statement, most likely on Form S-1, or alternatively that a company first effect a business combination with Greenpower and then subsequently file a registration statement. A company may choose to effect a business combination with Greenpower before filing a registration statement as such method may be an effective way to obtain exposure to the brokerage community. The most likely target companies are those seeking the perceived benefits of a reporting corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity for shareholders and other factors. The Company anticipates that it may enter into a business combination with an operating Chinese company that serves as an electrical-use manager in China. An energy management contract ("EMC") is an agreement whereby an industrial business or large user of electricity hires a company to manager their electrical use. The Chinese government is sponsoring tax and other government incentives for companies to enter into EMC contracts. The Chinese electrical-use manager company presently focuses on entering into contracts with outdoor advertising (billboard) companies and essentially replaces the traditional lights on the outdoor advertising with LED lights and by which it receives a share of the reduction in the electrical bill received by the customer. The Chinese electrical-use manager company also sells LED lights to consumers and business via direct sales or wholesale to other retailers. No contracts or agreements have been entered into as of the date hereof and no physical property has been purchased, designed or opened in regard to such business. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex. A 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. Greenpower has, and will continue to have, no capital with which to provide the owners of business entities with any cash or other assets. However, Greenpower offers owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a reporting company. 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, to successfully locate and negotiate with a business entity for the combination of that target company. In February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements." This update addresses both the interaction of the requirements of Topic 855, Subsequent Events, with the SEC's reporting requirements and the intended breadth of the reissuance disclosures provision related to subsequent events (paragraph 855-10-50-4). The amendments in this update have the potential to change reporting by both private and public entities, however, the nature of the change may vary depending on facts and circumstances. The adoption of ASU 2010-09 did not have a material impact on the Company's results of operations or financial condition. Subsequent Activities Subsequent to the date covered by this report, the Company effected the following events which resulted in a change of control of the Company: On October 28, 2011 the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. The then officers and directors of the Company resigned and the following persons were elected to the board of directors of the Company: Zhang Jiong (Chairman) Liu Xiaoping Luo Yong The following persons were appointed to the offices appearing next to their name: Liu Xiaoping Chief Executive Officer Luo Yong Chief Financial Officer On October 31, 2011, the Registrant issued 10,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par for an aggregate of $1,050 representing 95% of the total outstanding 11,000,000 shares of common stock. On October 28, 2011, the shareholders of the Company and the Board of Directors unanimously approved an increase to the authorized number of shares of common stock to 500,000,000, and filed such changes with the State of Delaware. 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. 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 common shares: On April 20, 2011 the Company issued 20,000,000 shares to two shareholders pursuant to Section 4(2) of the Securities Act of 1933 for an aggregate purchase price of $2,000. On October 28, 2011 the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. On October 31, 2011, the Company issued 10,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par for an aggregate of $1,050 representing 95% of the total outstanding 11,000,000 shares of common stock. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On October 28, 2011, the shareholders of the Company and the Board of Directors unanimously approved the amendment to the Company Certificate of Incorporation to change the Company's name to Greenpower International Group Limited and to increase the authorized number of shares of common stock to 500,000,000. 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. GREENPOWER INTERNATIONAL GROUP LIMITED By: /s/ Liu Xiaoping Chief Executive Officer Dated: November 14, 2011 EX-31 2 exh31q10greenpowercfo.txt EXHIBIT 31 CERTIFICATION PURSUANT TO SECTION 302 I, Luo Yong, certify that: 1. I have reviewed this Form 10-Q of Greenpower International Group Limited. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2011 /s/ Luo Yong Chief Financial Officer EX-32 3 ex32greenpower.txt EXHIBIT 32 CERTIFICATION PURSUANT TO SECTION 906 Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned officer of Greenpower International Group Limited (formerly Boxwood Acquisition Corporation (the "Company"), hereby certify to my knowledge that: The Report on Form 10-Q for the quarter ended September 30, 2011 of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. /s/ Liu Xiaoping Chief Executive Officer /s/ Luo Yong Chief Financial Officer Date: November 14, 2011 EX-31 4 exh31q10greenpowerpres.txt EXHIBIT 31 CERTIFICATION PURSUANT TO SECTION 302 I, Liu Xiaoping, certify that: 1. I have reviewed this Form 10-Q of Greenpower International Group Limited. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2011 /s/ Liu Xiaoping Chief Executive Officer