Nevada
|
20-5548974
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting Company
x
|
Page
|
|||
PART I
|
|||
Item 1.
|
Business
|
1
|
|
Item 1A.
|
Risk Factors
|
2
|
|
Item 1B.
|
Unresolved Staff Comments
|
4
|
|
Item 2.
|
Properties
|
4
|
|
Item 3.
|
Legal Proceedings
|
5
|
|
Item 4.
|
(Removed and Reserved)
|
5
|
|
PART II
|
|||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
6
|
|
Item 6.
|
Selected Financial Data
|
7
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
8
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
11
|
|
Item 8.
|
Financial Statements and Supplementary Financial Data
|
12
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
12
|
|
Item 9A
|
Controls and Procedures
|
13
|
|
Item 9B.
|
Other Information.
|
15
|
|
PART III
|
|||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
15
|
|
Item 11.
|
Executive Compensation
|
16
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
18
|
|
Item 13.
|
Certain Relationships and Related Party Transactions, and director independence
|
19
|
|
Item 14.
|
Principal Accountant Fees and Services
|
19
|
|
PART IV
|
|||
Item 15.
|
Exhibits, Financial Statements Schedules
|
20
|
|
SIGNATURES
|
|
·
|
our heavy reliance on limited number of consumers;
|
|
·
|
strong competition in our industry;
|
|
·
|
increases in our raw material costs; and
|
|
·
|
an inability to fund our capital requirements.
|
ITEM 1.
|
BUSINESS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
(REMOVED AND RESERVED)
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
Closing Prices
(1)
|
||||||||
High
|
Low
|
|||||||
Year Ended December 31, 2010
|
||||||||
1
st
Quarter
|
$ | 1.90 | $ | 1.25 | ||||
2
nd
Quarter
|
$ | 1.65 | $ | 0.55 | ||||
3
rd
Quarter
|
$ | 1.69 | $ | 0.48 | ||||
4
th
Quarter
|
$ | 1.40 | $ | 0.71 | ||||
Year Ended December 31, 2009
|
||||||||
1
st
Quarter
|
$ | 0 | $ | 0 | ||||
2
nd
Quarter
|
$ | 0 | $ | 0 | ||||
3
rd
Quarter
|
$ | 0 | $ | 0 | ||||
4
th
Quarter
|
$ | 1.72 | $ | 0 |
(1)
|
The above tables set forth the range of high and low closing prices per share of our common stock as reported by OTC Bulletin Board and the Pink Sheets, as applicable, for the periods indicated.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
•
|
A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and
|
|
•
|
In the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements.
|
|
•
|
For purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and
|
|
•
|
A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements.
|
|
•
|
For which it is industry practice to apply measurement principles for financial reporting purposes that are consistent with those followed by investment companies.
|
ITEM 7B.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES.
|
ITEM 9B.
|
OTHER INFORMATION.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Name
(1)
|
Age
|
Title
|
||
Haipeng Wang
|
34
|
Chairman, President
|
||
Daliang Yang
|
41
|
Chief Executive Officer
|
||
Yulin Yang
|
41
|
Chief Financial Officer, Director
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
Name and Principal
Position
|
Year
|
Salary
|
Bonus ($)
|
Stock
Award(s)
($)
|
Option
Awards(#)
|
All Other
Compensation
($)
|
Total ($)
|
|||||||||||||||||||
Haipeng Wang,
|
2010
|
$ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||
Chairman, President
|
2009
|
$ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||
2008
|
$ | — | $ | — | — | — | $ | — | $ | — | ||||||||||||||||
Daliang Yang,
|
2010
|
$ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||
Chief Executive Officer
|
2009
|
$ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||
2008
|
$ | — | $ | — | — | — | $ | — | $ | — | ||||||||||||||||
Yulin Yang,
|
2010
|
$ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||
Chief Financial Officer
|
2009
|
$ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||
2008
|
$ | — | $ | — | — | — | $ | — | $ | — | ||||||||||||||||
Lawrence Williams,*
|
2009
|
$ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||
CEO, President
|
2008
|
$ | — | $ | — | — | — | $ | 750 | $ | 750 | |||||||||||||||
2007
|
$ | 1,200 | (1) | $ | — | — | — | $ | 450 | $ | 1,650 |
Option awards | Stock awards | |||||||||||||||||||||||||||||||
Name and
Principal
Position
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of Stock
that
Have Not
Vested
|
Market
Value
of
Shares or
Units of
Stock that
Have Not
Vested
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights that
Have Not
Vested
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights that
Have Not
Vested
|
||||||||||||||||||||||||
Haipeng
Wang,
Chairman,
President
|
— | — | $ | — | — | — | — | — | — | |||||||||||||||||||||||
Daliang Yang,
Chief Executive Officer
|
— | — | $ | — | — | — | — | — | — | |||||||||||||||||||||||
Yulin Yang,
Chief Financial Officer
|
— | — | $ | — | — | — | — | — | — | |||||||||||||||||||||||
Lawrence Williams,
CEO, President *
|
— | — | $ | — | — | — | — | — | — |
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Name and Address of Beneficial Owner (1)
|
Amount and Nature
of Beneficial
Ownership (2)
|
Percentage of
Class (2)
|
||||||
Haipeng Wang
|
24,998,399 | 80.37 | % | |||||
Daliang Yang
|
0 | 0 | % | |||||
Yulin Yang
|
0 | 0 | % | |||||
JJEJ Queens Company
|
3,001,601 | 9.65 | % | |||||
All Directors and Executive Officers as a Group (3 persons)
|
24,998,399 | 80.37 | % |
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
2010
|
2009
|
|||||||
Audit fees
(1)
|
$ | 23,000 | $ | 17,700 | ||||
Audit-related fees
|
$ | — | $ | — | ||||
Tax fees
(2)
|
$ | — | $ | — | ||||
All other fees
|
$ | — | $ | — | ||||
Total
|
$ | 23,000 | $ | 17,700 |
|
(1)
|
Consists of fees billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.
|
|
(2)
|
“Tax Fees” consisted of fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.
|
Exhibit No.
|
Description
|
|
3.1
(1)
|
Articles of Incorporation
|
|
3.2
(1)
|
By-Laws
|
|
4.1
(1)
|
Form of Share Certificate
|
|
10.1
(1)
|
Private Placement Memorandum
|
|
10.2
(1)
|
Subscription Agreement
|
|
10.3
(1)
|
Registration Rights Agreement
|
|
10.4
(1)
|
Employment Agreement dated December 22, 2006 between Gateway Certifications, Inc. and Lawrence Williams, Jr.
|
|
10.5
(1)
|
Certification Services Contact dated January 1, 2007 between Gateway Certifications and Padua Lugo, Ltd.
|
|
10.6
(1)
|
Gateway Certification, Inc. Sublease Agreement dated June 1, 2007
|
|
10.7
(1)
|
Website Development Contract dated November 1, 2006 between Gateway Certifications and InfoSoft Consultants
|
|
10.8
(2)
|
Unsecured Promissory Note between Gateway Certifications, Inc. and Lawrence Williams, Jr.
|
|
10.9
(2)
|
Unsecured Promissory Note between Gateway Certifications, Inc. and Kwajo Sarfoh
|
|
10.10
(3)
|
Unsecured Promissory Note 2 between Gateway Certifications, Inc. and Lawrence Williams, Jr.
|
|
10.11
(3)
|
Credit Agreement between Gateway Certifications, Inc. and Kwajo Sarfoh
|
|
10.12
(3)
|
Credit Agreement between Gateway Certifications, Inc. and Michael Belton
|
|
10.13
(3)
|
Commercial Promissory Note between Gateway Certifications, Inc. and Kwajo Sarfoh
|
|
10.14
(3)
|
Commercial Promissory Note between Gateway Certifications, Inc. and Michael Belton
|
|
10.15
(3)
|
Line of Credit Draw Authorization between Gateway Certifications and Kwajo Sarfoh
|
|
10.16
(3)
|
Line of Credit Draw Authorization between Gateway Certifications and Michael Belton
|
|
10.17
(4)
|
Employment Agreement between Heilongjiang New Clean Fuel Marketing Co. and Daliang Yang, dated April 22, 2009.
|
|
10.18
(4)
|
Employment Agreement between Heilongjiang New Clean Fuel Marketing Co. and Haipeng Wang, dated September 22, 2009
|
|
10.19
(4)
|
Agreement and Plan of Share Exchange, by and among Gateway Certifications, Inc., Jianye Greentech Holdings Ltd., and the Shareholders of Jianye Greentech Holdings Ltd. as of November 16, 2009.
|
|
14.1
(1)
|
Code of Ethics
|
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1*
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
AMERICAN JIANYE GREENTECH HOLDINGS LTD.
|
||
By:
|
/s/
Haipeng Wang
|
|
Haipeng Wang
|
||
Chairman, President
|
||
(Principal Executive Officer)
|
Signature
|
Title
|
Date
|
||
/s/
Yulin Yang
|
Chief Financial Officer, Director
|
December 27. 2011
|
||
Yulin Yang
|
(Principal Financial Officer)
|
|||
/s/
Daliang Yang
|
Chief Executive Officer,
|
December 27. 2011
|
||
Daliang Yang
|
FINANCIAL STATEMENTS
|
Page #
|
Reports of Independent Registered Public Accounting Firms
|
F-1-2
|
Consolidated Balance Sheets
as of December 31, 2010 and 2009
|
F-3
|
Consolidated
Statements of Operations for the years ended December 31, 2010 and 2009
|
F-4
|
Consolidated Statements of Stockholders' Equity
as of December 31, 2010
|
F-5
|
Consolidated Statement of Cash Flows for the
years ended December 31, 2010 and 2009
|
F-6
|
Notes to the Financial Statements
|
F-7 – F-21
|
Hong Kong, China
|
Albert Wong & Co.
|
April 27, 2011
|
Certified Public Accountants
|
December 31,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
655,640 | 80,366 | ||||||
Accounts receivable, net
|
198,239 | 9,698,078 | ||||||
Prepaid construction costs
|
18,718,399 | - | ||||||
Notes receivable for stock subscription
|
510,000 | - | ||||||
Other current assets
|
38,165 | 75,059 | ||||||
20,120,443 | 9,853,503 | |||||||
Property, plant and equipment
|
4,857,036 | 841 | ||||||
Deposits for acquisition of a land use right
|
1,668,740 | - | ||||||
Other deposits
|
- | 146,700 | ||||||
Total Assets
|
26,646,219 | 10,001,044 | ||||||
Liabilities and Stockholders' Equity
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
10,458,783 | 6,089,600 | ||||||
Accounts payable- related parties
|
792,457 | 2,304,098 | ||||||
Accrued expenses
|
382,751 | 32,693 | ||||||
Income tax payable
|
3,757,791 | 314,511 | ||||||
Due to related parties
|
178,055 | 266,582 | ||||||
Due to a shareholder
|
107,922 | - | ||||||
Total liabilities
|
15,677,759 | 9,007,484 | ||||||
Stockholders' Equity
|
||||||||
Common stock, $0.001 par value, 394,500,000 shares authorized, 32,010,148 and 31,100,770 fully-paid shares issued and outstanding as of
December 31, 2010
and 2009 respectively
|
32,010 | 31,101 | ||||||
1,100,000 and 0 unpaid shares issued and outstanding as of December 31, 2010 and 2009 respectively
|
1,100 | - | ||||||
Preferred stock, $0.001 par value, 5,500,000 shares authorized, 0 shares issued and outstanding
|
- | - | ||||||
Additional paid-in capital
|
926,890 | 18,899 | ||||||
Accumulated other comprehensive income
|
261,489 | 218 | ||||||
Retained earnings
|
9,746,971 | 943,342 | ||||||
Total stockholders' equity
|
10,968,460 | 993,560 | ||||||
Total Liabilities and Stockholders' Equity
|
26,646,219 | 10,001,044 |
For the Year Ended
|
||||||||
December 31,
2010
|
December 31,
2009
|
|||||||
Sales
|
$ | 92,834,176 | $ | 9,740,392 | ||||
Cost of sales
|
80,411,956 | 8,391,981 | ||||||
Gross profit
|
12,422,220 | 1,348,411 | ||||||
Operating expenses:
|
||||||||
Selling, general and administrative
|
583,793 | 90,622 | ||||||
Income from operations
|
11,838,427 | 1,257,789 | ||||||
Provision for income taxes
|
3,034,798 | 314,447 | ||||||
Net Income
|
8,803,629 | 943,342 | ||||||
Other comprehensive income
|
||||||||
Foreign currency translation adjustment
|
261,271 | - | ||||||
Comprehensive income
|
$ | 9,064,900 | $ | 943,342 | ||||
Net Income Per Share-
|
||||||||
Basic and Diluted
|
$ | 0.28 | $ | 0.03 | ||||
Weighted Average Shares Outstanding:
|
||||||||
Basic and Diluted
|
31,465,277 | 28,407,773 |
Additional
|
Stock
|
Other
|
||||||||||||||||||||||||||
Common Stock
|
Paid-in
|
Subscription
|
Comprehensive
|
Retained
|
||||||||||||||||||||||||
Share
|
Amount
|
Capital
|
Receivable
|
Income
|
Earnings
|
Total
|
||||||||||||||||||||||
Balance, December 31, 2008
|
28,000,000 | 28,000 | 22,000 | (50,000 | ) | - | - | - | ||||||||||||||||||||
Recapitalization
|
3,100,770 | 3,101 | (3,101 | ) | - | - | - | - | ||||||||||||||||||||
Capital contribution
|
- | - | - | 50,000 | - | - | 50,000 | |||||||||||||||||||||
Net income for the period ended December 31, 2009
|
- | - | - | - | 218 | 943,342 | 943,560 | |||||||||||||||||||||
Balance, December 31, 2009
|
31,100,770 | 31,101 | 18,899 | - | 218 | 943,342 | 993,560 | |||||||||||||||||||||
Restoration of cancelled common stock
|
299,378 | 299 | (299 | ) | - | - | - | - | ||||||||||||||||||||
Issuance of common stock for service
|
10,000 | 10 | 9,990 | - | - | - | 10,000 | |||||||||||||||||||||
Issuance of common stock
|
1,700,000 | 1,700 | 898,300 | - | - | - | 900,000 | |||||||||||||||||||||
Net income for the period ended December 31, 2010
|
- | - | - | - | - | 8,803,629 | 8,803,629 | |||||||||||||||||||||
Foreign currency translation adjustment
|
- | - | - | - | 261,271 | - | 261,271 | |||||||||||||||||||||
Balance, December 31, 2010
|
33,110,148 | $ | 33,110 | $ | 926,890 | $ | - | $ | 261,489 | $ | 9,746,971 | $ | 10,968,460 |
For the Year Ended
|
||||||||
December 31,
2010
|
December 31,
2009
|
|||||||
Cash flows from operating activities
|
||||||||
Net income
|
$ | 8,803,629 | $ | 943,342 | ||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Depreciation expense
|
323 | - | ||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
9,614,815 | (9,696,095 | ) | |||||
Other current assets
|
38,698 | (75,043 | ) | |||||
Other deposits
|
38,302 | (146,670 | ) | |||||
Accounts payable
|
2,481,551 | 8,391,981 | ||||||
Accrued expenses
|
340,885 | 32,671 | ||||||
Income tax payable
|
3,345,941 | 314,447 | ||||||
Net cash provided by operating activities
|
24,664,144 | (235,367 | ) | |||||
Cash flows from investing activities
|
||||||||
Capital contribution
|
- | 50,000 | ||||||
Construction in process
|
(4,734,604 | ) | - | |||||
Prepaid construction costs
|
(18,251,305 | ) | - | |||||
Deposit payment for land use right
|
(1,517,036 | ) | - | |||||
Purchases of property, plant and equipment
|
(704 | ) | (841 | ) | ||||
Net cash used in investing activities
|
(24,503,649 | ) | 49,159 | |||||
Cash flows from financing activities
|
||||||||
Advances from related parties
|
(95,994 | ) | 119,857 | |||||
Amount due to a shareholder
|
105,291 | 146,670 | ||||||
Subscription receivable
|
(510,000 | ) | - | |||||
Issuance of common stock
|
910,000 | - | ||||||
Net cash used in financing activities
|
409,297 | 266,527 | ||||||
Net increase in cash and cash equivalents
|
569,792 | 80,319 | ||||||
Effect of exchange rate changes on cash and cash equivalent
|
5,482 | 47 | ||||||
Cash and cash equivalents
|
||||||||
Beginning
|
80,366 | - | ||||||
Ending
|
$ | 655,640 | $ | 80,366 | ||||
Supplemental disclosure of cash flows
|
||||||||
Cash paid during the period for:
|
||||||||
Interest paid
|
$ | - | $ | - | ||||
Income tax
|
$ | 1,930,513 | $ | - |
Name of Company
|
Place of
incorporation
|
Attributable
interest
|
||||
Jianye Greentech Holding Ltd.
|
British Virgin Islands
|
100
|
%
|
|||
Hong Kong Jianye Greentech Holding Limited
|
Hong Kong
|
100
|
%
|
|||
Heilongjian Jianye New Clean Fuel Marketing Co. Ltd.
|
PRC
|
100
|
%
|
December 31,
2010
|
|
|||||||
Year end RMB : USD exchange rate
|
6.5918 | |||||||
Average yearly RMB : USD exchange rate
|
6.7605 |
Equipment
|
3 to 5 years
|
·
|
Customers:
The Company distributes ethanol and methanol as alternative fuel for automobile use in China. The Company performs ongoing credit evaluations of its customers’ financial condition and generally, requires no collateral. For the year ended December 31, 2010, three customers accounted for 86.24% of the Company’s total revenues. Three customers represented 93.98% of accounts receivable in aggregate at December 31, 2010:
|
Customer
|
Sales for the Year Ended
December 31, 2010
|
Sales for the Year Ended December
31, 2009
|
||||||||||||||
A
|
$ | 54,837,042 | 59.07 | % | $ | 5,697,252 | 58.49 | % | ||||||||
B
|
$ | 13,419,622 | 14.46 | % | $ | 4,043,120 | 41.51 | % | ||||||||
C
|
$ | 11,798,253 | 12.71 | % | $ | - | - | |||||||||
$ | 80,054,917 | 86.24 | % | $ | 9,740,372 | 93.98 | % |
Customer
|
Accounts Receivable at
December 31, 2010
|
Accounts Receivable at
December 31, 2009
|
||||||||||||||
A
|
$ | 119,053 | 76.99 | % | $ | 5,698,417 | 58.49 | % | ||||||||
B
|
$ | 26,275 | 16.99 | % | $ | - | - | |||||||||
C
|
$ | - | - | $ | 4,043,967 | 41.51 | % | |||||||||
$ | 145,328 | 93.98 | % | $ | 9,742,385 | 100.00 | % |
Supplier
|
Accounts Payable at
December 31, 2010
|
Accounts Payable at
December 31, 2009
|
||||||||||||||
A
|
$ | 10,341,098 | 91.91 | % | $ | 2,737,922 | 32.62 | % | ||||||||
B
|
$ | 792,457 | 7.04 | % | $ | 2,304,098 | 27.45 | % | ||||||||
C
|
$ | 75,184 | 0.67 | % | $ | - | - | |||||||||
D
|
$ | 42,501 | 0.38 | % | $ | - | - | |||||||||
E
|
$ | - | - | $ | 2,493,787 | 29.71 | % | |||||||||
F
|
$ | - | - | $ | 857,891 | 10.22 | % | |||||||||
$ | 11,251,240 | 100.00 | % | $ | 8,393,698 | 100.00 | % |
•
|
A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and
|
•
|
In the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements.
|
•
|
For purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and
|
•
|
A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements.
|
December 31, 2010
|
December 31, 2009
|
|||||||
Equipment
|
$ | 1,585 | 841 | |||||
1,585 | 841 | |||||||
Less: Accumulated depreciation
|
(323 | ) | - | |||||
1,262 | - | |||||||
Constriction in progress
|
4,855,774 | - | ||||||
$ | 4,857,036 | $ | 841 |
Years Ended December 31,
|
2010
|
2009
|
||||||
Net income
|
$
|
8,808,504
|
$
|
943,342
|
||||
Weighted-average shares of common stock outstanding
|
||||||||
Basic
|
31,465,277
|
28,407,773
|
||||||
Dilutive shares:
|
-
|
-
|
||||||
Diluted
|
31,465,277
|
28,407,773
|
||||||
Basic and dilutive earnings per share
|
$
|
0.28
|
$
|
0.03
|
1.
|
I have reviewed this annual report on Form 10-K of American Jianye Greentech Holdings, Ltd. (the “Registrant”);
|
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 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 evaluation; 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 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the 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.
|
Dated: December 27, 2011
|
/s/ Haipeng Wang
|
|
Name: Haipeng Wang
|
||
Title: President and Chairman of the Board
|
||
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of American Jianye Greentech Holdings, Ltd.;
|
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 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 evaluation; 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 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the 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.
|
Dated: December 27, 2011
|
/s/ Yulin Yang
|
|
Name: Yulin Yang
|
||
Title: Chief Financial Officer
|
||
|
(Principal Accounting Officer)
|
Dated: December 27, 2011
|
/s/ Haipeng Wang
|
|
Name: Haipeng Wang
|
||
Title: President
|
||
|
(Principal Executive Officer)
|
Dated: December 27, 2011
|
/s/ Yulin Yang
|
|
Name: Yulin Yang
|
||
Title: Chief Financial Officer
|
||
|
(Principal Accounting Officer)
|